DEF 14A of SITIME Corp
Filed Apr 15, 2025 · FY20240001451809-25-000074
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Directors and Nominees
Directors and Nominees Our Bylaws and amended and restated certificate of incorporation (“Certificate of Incorporation”) provide that the authorized number of directors shall be set from time to time by resolution of our Board. Our Board is divided into three classes: Class I, Class II, and Class III. Each class has a three-year term: •Our Class I directors are Torsten G. Kreindl and Akira Takata and their terms will expire at the annual meeting to be held in 2026. •Our Class II directors are Edward H. Frank, Christine A. Heckart, and Tom D. Yiu and their terms will expire at the annual meeting to be held in 2027. •Our Class III directors are Raman K. Chitkara, Katherine E. Schuelke, and Rajesh Vashist and their terms will expire at the Annual Meeting. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of SiTime. Our directors may be removed for cause by the affirmative vote of the holders of at least a majority of our voting stock issued and outstanding and entitled to vote. Our Board, upon the recommendation of the nominating and corporate governance committee, has selected Raman K. Chitkara, Katherine E. Schuelke, and Rajesh Vashist, as nominees for election as Class III directors at the Annual Meeting. If elected at the Annual Meeting, these directors would serve until the annual meeting of stockholders to be held in 2028, or until they resign, are removed, or their successors are elected and qualified. Each person nominated for election has agreed to serve if elected. If any nominee is unable or declines to serve as director at the time of the Annual Meeting, an event not now anticipated, proxies will be voted for any nominee designated by our Board to fill the vacancy. The names of the nominees and certain biographical information about the nominees, including each director’s business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes, or skills that caused the nominating and corporate governance committee to recommend that the nominee should continue to serve on our Board, are set forth below. All of the nominees are currently serving as directors and were previously elected to the Board by the stockholders. It is our policy to encourage nominees for director to attend the Annual Meeting. Five of our directors attended the 2024 annual meeting of stockholders.
Class III Nominees
Class III Nominees Raman K. Chitkara has served as a member of our Board since November 2019, and as lead independent director of our Board since January 2020. Since January 2021, Mr. Chitkara has served as a board member and chair of the audit committee of Arteris, Inc., a provider of interconnect and other intellectual property technology. Since March 2021, Mr. Chitkara has served as a board member of Automation Anywhere, Inc., an intelligent automation platform provider. From September 1984 to June 2018, Mr. Chitkara worked at PricewaterhouseCoopers LLP (“PwC”), a public accounting firm, where he served in various capacities including as partner, global technology industry leader, and global semiconductor industry leader. During his tenure at PwC, Mr. Chitkara held numerous leadership positions, including membership of the audit quality board and leader of the global assurance technology, information, communication, entertainment, and media practice. Mr. Chitkara served as a board member and chair of the audit committee of Xilinx, Inc., a technology and programmable logic device company, from August 2018 to February 2022. Mr. Chitkara holds a Bachelor of Commerce in accounting and business management from Shri Ram College of Commerce. We believe Mr. Chitkara is qualified to serve on our Board due to his extensive knowledge and experience with public company financial accounting matters for complex global organizations, including those in the semiconductor and technology sectors. Katherine E. Schuelke has served as a member of our Board since November 2019. From January through August 2024, Ms. Schuelke served as Chief Legal Officer of Credo Semiconductor Inc., a connectivity solutions provider company. From June 2017 to January 2024, Ms. Schuelke served as senior vice president, chief legal officer, and corporate secretary of Seagate Technology PLC, a data storage company, where she was responsible for Seagate’s legal, government affairs, and security functions. From March 1996 to January 2016, Ms. Schuelke was employed by Altera Corporation, a semiconductor company which was listed on Nasdaq and subsequently acquired by Intel Corporation in December 2015, where she served as senior vice president, general counsel, and secretary from 2011 to 2016, vice president, general counsel and secretary from 2001 to 2011, and other positions of increasing responsibility from 1996 to 2011. Ms. Schuelke holds a bachelor’s in economics from the University at Buffalo and a JD from New York University School of Law. We believe Ms. Schuelke is qualified to serve on our Board due to her extensive legal and business experience at public companies and in the semiconductor industry as well as her knowledge of intellectual property, security, international business, government affairs, risk management, and corporate transactions. Rajesh Vashist has served as our President and Chief Executive Officer and as a member of our Board since September 2007. Since November 1, 2019, Mr. Vashist has served as Chairman of our Board. Prior to joining SiTime, Mr. Vashist served as chief executive officer and chairman of the board of directors of Ikanos Communications, Inc., a semiconductor and software development company, from July 1999 to October 2006. Mr. Vashist holds a B.S. in engineering from National Institute of Technology Rourkela in India and an MBA from Marquette University. We believe that Mr. Vashist’s current role as our Chief Executive Officer and his extensive executive leadership and management experience at semiconductor companies qualify him to serve on our Board.
OUR BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH
OUR BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH NAMED NOMINEE FOR CLASS III DIRECTORS OF SITIME.
Executive Officers, Directors, and Director Nominees
Executive Officers, Directors, and Director Nominees The following table shows information about our executive officers, continuing directors, and director nominees as of March 31, 2025:
Executive Officers, Directors, and Director Nominees
| Name | Age | Position | | Executive Officers | | | | Rajesh Vashist | 67 | Chairman, President and Chief Executive Officer | | Elizabeth A. Howe | 55 | Executive Vice President, Finance and Chief Financial Officer | | Samsheer Ahmad | 50 | Senior Vice President, Finance and Chief Accounting Officer | | Fariborz Assaderaghi | 63 | Executive Vice President, Engineering and Operations | | Lionel Bonnot | 57 | Executive Vice President, Worldwide Sales and Business Development | | Vincent P. Pangrazio | 61 | Executive Vice President, Chief Legal Officer and Corporate Secretary | | Piyush B. Sevalia | 57 | Executive Vice President, Marketing | | Non-Employee Directors | | | | Raman K. Chitkara(1)(2) | 66 | Director | | Edward H. Frank(1)(3) | 68 | Director | | Christine A. Heckart(3) | 59 | Director | | Torsten G. Kreindl(1)(2) | 61 | Director | | Katherine E. Schuelke(2)(3) | 62 | Director | | Akira Takata | 66 | Director | | Tom D. Yiu | 72 | Director |
Executive Officers, Directors, and Director Nominees
__________________________________________________ (1)Member of the audit committee. (2)Member of the compensation and talent committee. (3)Member of the nominating and corporate governance committee. The following presents biographical information for each of our executive officers and directors listed in the table above, other than the director nominees whose information is presented above. With respect to our directors, the biographical information includes each director’s business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes, or skills that caused the nominating and corporate governance committee to recommend that the director should serve on our Board.
Non-Employee Directors
Non-Employee Directors Dr. Edward H. Frank has served as a member of our Board since November 2019, and has served as executive chair of Gradient Technologies, a cybersecurity startup, since October 2022. Dr. Frank serves as a director of Analog Devices, Inc., a semiconductor company, and Rocket Lab USA, Inc., a space systems company. Dr. Frank served as the chief executive officer of Brilliant Lime, Inc., a silicon, systems, and software technology development startup, from October 2017 to October 2022. Dr. Frank co-founded Cloud Parity, Inc., a voice-of-the-customer company, in December 2013, and served as its chief executive officer until September 2016. From May 2009 to October 2013, Dr. Frank served as vice president of Macintosh hardware systems engineering at Apple Inc., a multinational technology company. From May 1999 to March 2008, Dr. Frank served as corporate vice president of research and development at Broadcom Corporation, a fabless semiconductor company, which was traded on Nasdaq and acquired by Avago Technologies Limited in May 2014. Prior to joining Broadcom Corporation, Dr. Frank was co-founder and served as executive vice president of Epigram, Inc., an integrated circuit and software development company, which Broadcom acquired in May 1999. Dr. Frank’s prior experience includes serving as a director of Fusion-io, Inc., a computer hardware and software systems company, which was listed on NYSE and subsequently acquired by SanDisk Corporation in July 2014, from October 2013 until July 2014; as a director of Quantenna Communications, Inc., a wireless communication solution company, which was listed on Nasdaq and subsequently acquired by ON Semiconductor Corporation in March 2019, from July 2016 to August 2018; as a director of Cavium, Inc., a fabless semiconductor company, which was acquired by Marvell Technology Group Ltd. in July 2018, from July 2016 to July 2018; and as a director of Marvell Technology Group Ltd., a fabless semiconductor company, from July 2018 through June 2023. Dr. Frank is a member of the National Academy of Engineering, a Fellow of the Institute of Electrical and Electronic Engineers, and is a National Association of Corporate Directors Board Leadership Fellow. Dr. Frank holds a B.S. and a M.S. in electrical engineering from Stanford University and a Ph.D. in computer science from Carnegie Mellon University, where he also serves as a member of its Board of Trustees. We believe Dr. Frank’s substantial experience in the design, manufacture, sale, and marketing of semiconductors, his extensive executive leadership experience in the semiconductor industry, his experience working with companies that are among SiTime’s customers, and experience serving on boards of public companies qualifies him to serve on our Board. Christine A. Heckart has served as a member of our Board since April 2021. Ms. Heckart founded Xapa World, Inc., a company developing a mobile app for human enrichment, in September 2021, and serves as its Chief Executive Officer. Prior to that, Ms. Heckart served as the Chief Executive Officer of Scaylr, Inc., a cloud-based data analytics platform company, from January 2019 until its acquisition by SentinelOne, Inc. in February 2021. From December 2017 until August 2018, Ms. Heckart was Senior Vice President of Business Unit and Product Marketing of Cisco Systems, Inc., an internet technology company, where she was responsible for all product marketing for Cisco’s portfolio. Prior to joining Cisco, she was the Senior Vice President and Chief Marketing Officer of Brocade Communications Systems, Inc., a networking solution company, from March 2014 until its acquisition by Broadcom Corporation in November 2016, where she was responsible for global marketing. From July 2012 until May 2013, she was the Chief Marketing Officer, and then the Executive Vice President, Strategy, Marketing, People and Systems at ServiceSource International Inc., a service revenue management company. From February 2010 to May 2012, she was the Chief Marketing Officer at NetApp, Inc., a data storage and management solutions provider. Ms. Heckart served as General Manager for the TV, video and music business of Microsoft Corporation, a developer of software, services, and hardware, from 2005 to 2010; and led global marketing at Juniper Networks, Inc., a provider of network infrastructure solutions, from 2002 to 2005. She served as a member of the board of directors of 6Sense Insights, Inc., a privately-held business-to-business predictive intelligence engine company, from November 2015 to February 2020. Ms. Heckart served as a member of the board of directors of Lam Research Corporation, a supplier of wafer fabrication equipment and services, from May 2011 until August 2019. Ms. Heckart holds a B.A. in economics from the University of Colorado at Boulder. We believe that Ms. Heckart’s experience in leadership roles at public companies, with board and governance matters, and with mergers and acquisitions, as well as her strong marketing background and experience, qualifies her to serve on our Board. Dr. Torsten G. Kreindl has served as a member of our Board since November 2019. Since May 2016 Dr. Kreindl has served as managing partner of Capmont Venture Capital GmbH (previously known as Deutsche Invest Venture Capital GmbH), an investment company, and since May 2022 he has served as a managing partner of Capmont Technology (previously known as Deutsche Invest Technology), an investment company. Dr. Kreindl has served as a director of Plume Design, Inc., a WiFi network extender development company, since September 2017. From June 2018 to November 2023 Dr. Kreindl served as a director of Crate.io Inc., a data management company, and from January 2019 to May 2022, he served as a director of ProGlove GmbH, an industrial wearables company. From July 2013 to May 2022 Dr. Kreindl served as a director of Hays PLC, a recruitment and human resources services company. From April 2003 to April 2016, Dr. Kreindl served as a director, as chairman of the finance committee, and as a member of the remuneration and nomination committee of Swisscom AG, a telecommunications company. Dr. Kreindl served as general partner of venture capital firms Grazia Equity GmbH and Copan, from October 2005 to April 2016, and September 1999 to September 2005, respectively. From January 1996 to August 1999, Dr. Kreindl served as chief executive officer of Deutsche Telekom Broadband Cable AG, a broadband cable company. Dr. Kreindl holds a master’s and doctorate in industrial engineering from Johannes Kepler University Linz. We believe Dr. Kreindl is qualified to serve on our Board due to his extensive management experience, his service as a director of publicly traded companies, his international experience, and his experience working with companies that are among SiTime’s customers. Akira Takata has served as a member of our Board since November 2014. Since July 2024, Mr. Takata has served as a director of EdgeCortix Pte. Ltd., a semiconductor and software development company for edge AI solutions. From June 2019 to June 2020, Mr. Takata served as the senior managing director of our largest stockholder, MegaChips Corporation (“MegaChips”), the second largest fabless semiconductor company based in Japan, and served as a consultant to MegaChips through March 2024. Prior to his role as senior managing director, he served in various roles at MegaChips, including as president and chief executive officer from June 2011 to June 2019, executive officer of business strategy office, executive officer of alliance strategy office, executive officer, director of operations, general manager of LSI business unit, and as a director. From June 2014 to June 2020, Mr. Takata served on the board of directors of Global
Non-Employee Directors
Semiconductor Alliance, a leading industry organization. Mr. Takata holds a bachelor’s in electronics engineering from Osaka University in Japan. We believe that Mr. Takata is qualified to serve on our Board due to his management and leadership experience in the semiconductor industry. Tom D. Yiu has served as a member of our Board since November 2019. Since January 2007, Mr. Yiu has served as senior vice president and chief marketing officer of Macronix International Co., Ltd. (“Macronix”), an integrated device manufacturing company. Mr. Yiu has been with Macronix since April 1990. During his 35-year tenure at Macronix, Mr. Yiu also served as a director, since June 1995, as senior vice president and head of integrated solution group, from January 2004 to December 2006, senior vice president and chief operating officer, from January 1998 to December 2003, and senior vice president, product development, from April 1990 to December 1997. Mr. Yiu served as a director of MegaChips, our largest stockholder, from June 2013 to June 2019, and as a director of Infomax System Solutions and Services Co. Ltd., a financial software systems services company, from January 2016 to March 2017. Since December 2020, Mr. Yiu has served as a director of Chipbond Technology Corporation, a company listed on the Taipei exchange. Mr. Yiu holds a B.S. in electrical engineering from National Taiwan University and a M.S. in electrical engineering from the University of California, Berkeley. We believe that Mr. Yiu is qualified to serve on our Board due to his rich experience in memory integrated circuit design, marketing, international business, and operating fields. For Mr. Chitkara, Ms. Schuelke, and Mr. Vashist's biographies, see “Proposal 1: Election of Directors” above. There are no family relationships among any of our directors or executive officers. The following tables describe the desired skills and experience for our directors, what those skills and experience represent, and the members of our Board that possess those skills and experience based on the directors self-identifying as having those skills or experience.
Non-Employee Directors
| Desired Skill | What the Skill Represents | | Industry Experience | Experience as an executive officer or director in the semiconductor industry | | Technologist | Significant expertise in hardware or engineering | | Executive Leadership | Experience as an executive officer of a company, public or private | | Public Company Board | Past or current member of the board of a public company (other than SiTime) | | Finance or Accounting Expertise | Expertise in financial statements or accounting, including experience as an executive officer or partner at an independent audit firm overseeing financial reporting, accounting, financial management, or audit process and procedure | | Business Development and Strategy | Experience as an executive officer or board member in business development and strategy, including business expansion | | International Leadership | Leadership experience in a global company overseeing teams in international offices, international operations, and/or international customers | | Information Security | Experience as an executive officer or board member with information security, including cybersecurity matters | | Regulatory and Compliance | Experience in governmental policy, legal knowledge, or experience with compliance and regulatory issues | | Corporate Governance | Leadership experience as an executive officer or director overseeing corporate governance matters | | Sustainability | Knowledge or experience that contributes to the Board’s understanding of one or more sustainability matters affecting SiTime business | | M&A | Experience in acquisitions, divestitures, and other corporate transactions, including the integration of acquired businesses | | Risk Management | Experience overseeing enterprise compliance functions or risk management functions |
Non-Employee Directors
| Desired Skill | Raman Chitkara | Edward Frank | Christine Heckart | Torsten Kreindl | Katherine Schuelke | Akira Takata | Rajesh Vashist | Tom Yiu | | Industry Experience | x | x | | | x | x | x | x | | Technologist | | x | | x | | x | x | x | | Executive Leadership | x | x | x | x | x | x | x | x | | Public Company Board | x | x | x | x | | x | x | x | | Finance or Accounting Expertise | x | | | x | | | | | | Business Development and Strategy | x | x | x | x | x | x | x | x | | International Leadership | x | | x | x | x | x | x | x | | Information Security | | x | | x | | | | | | Regulatory and Compliance | x | | | | x | | | | | Corporate Governance | x | x | x | | x | x | x | x | | Sustainability | x | x | x | x | x | | | | | M&A | x | x | x | | x | x | x | | | Risk Management | x | | | | x | | | |
Key Features of Our Executive Compensation Program
| What We Do | What We Don't Do | | ☑ We tie pay to performance by providing a significant amount of compensation that is at risk and aligned with stockholder interests | ☒ We do not provide excessive perquisites | | ☑ We align pay and performance by selecting performance criteria that are intended to drive growth and create sustainable long-term stockholder value | ☒ We do not allow hedging or pledging of our stock | | ☑ We issue PRSUs with multi-year performance and vesting periods to our named executive officers, which comprise a significant percentage of the total equity granted | ☒ We do not provide our named executive officers with guaranteed annual salary increases, bonuses, or equity rights | | ☑ We use objective performance criteria as the metrics for vesting of our PRSUs and a significant portion of our annual bonuses | ☒ We do not maintain compensation programs that we believe create risks reasonably likely to have a material adverse impact on SiTime | | ☑ Bonuses for named executive offers are paid in RSUs, which further aligns with stockholder interests | ☒ We do not provide tax “gross-ups” in connection with a change in control | | ☑ We have rigorous stock ownership guidelines for our executive officers and Board to reinforce alignment with stockholders | ☒ We do not have a supplemental executive retirement plan that provides pension or other benefits to our named executive officers | | ☑ We do not guarantee payments under our PRSUs | ☒ We do not distribute dividends or dividend equivalents on our unvested or unearned RSUs and PRSUs | | ☑ We set maximum payout amounts for our executive bonuses and PRSUs that are aligned with competitive market practices | | | ☑ Our compensation and talent committee selects and retains an independent compensation consultant | | | ☑ Our compensation and talent committee conducts an annual executive compensation review and uses a "pay-for-performance" compensation philosophy, reviews external market data when making compensation decisions, annually reviews our peer group with its independent compensation consultant, and aligns the peer group to the company based on relative size, value, industry, and financial performance characteristics | | | ☑ Our compensation and talent committee is composed solely of independent directors | | | ☑ We have “at-will” employment agreements with our named executive officers | | | ☑ We have a compensation recoupment (clawback) policy that complies with the Nasdaq Stock Market listing standards to ensure accountability | | | ☑ We have robust ongoing stockholder engagement to solicit feedback and review potential enhancements to our compensation program | | | ☑ We conduct an annual advisory “Say-on-Pay” vote | |
2024 Compensation Program Highlights
2024 Compensation Program Highlights Our executive compensation program emphasizes long-term value creation that correlates with the growth of sustainable long-term value for our stockholders and incentivizes, rewards, and retains our named executive officers for their accomplishments. Based on changes implemented in 2024, we believe that our executive compensation program is reasonable, competitive, and motivates our executives to grow and expand our business on behalf of our stockholders. For 2024, the compensation and talent committee took the following compensation actions: Base Compensation: The compensation and talent committee approved an increase to our named executive officers' base salary, the first such increase since 2020, and an increase to our Chief Executive Officer's base salary, the first such increase since 2022, with such increases effective as of December 1, 2024; Performance-Based Equity Awards: We granted PRSUs that vest subject to performance over two- and three-year periods performance metrics based on relative total stockholder return; Elimination of Awards with Overlapping Performance Metrics: The compensation and talent committee eliminated the use of PRSUs tied to revenue goals as revenue growth is a significant component of the 2024 Executive Bonus and Retention Plan; and Stock Ownership Guidelines – the compensation and talent committee: •Increased in our Chief Executive Officer’s stock ownership guideline requirement from 5x to 6x base salary as of December 31, 2026; and •Increased for all of our named executive officers other than our Chief Executive Officer, the stock ownership guideline requirements from 1x to 2x base salary as of December 31, 2026, and to 3x base salary as of December 31, 2028. Approximately 85% of total 2024 target compensation for our named executive officers is comprised of equity awards the value of which is significantly impacted by our financial and stock price performance. In addition, approximately 95% of the target total compensation for our Chief Executive Officer for 2024 is comprised of equity awards and approximately 60% of these awards are PRSUs. Unless we achieve certain performance goals, our Chief Executive Officer will not realize the full target value of his long-term incentive compensation. Further, because our common stock underlies our equity-based compensation awards, the immediate value of these awards is subject to fluctuations in our stock price, strongly aligning the interests of our Chief Executive Officer with those of our stockholders. The chart below illustrates the composition of our Chief Executive Officer’s target total 2024 compensation: Our compensation and talent committee has historically set very rigorous performance targets for PRSUs granted to our named executive officers and there is no assurance that the grant date fair values as reported in the Summary Compensation Table for the equity awards granted to our named executive officers will be reflective of their actual economic value or that comparable amounts will ever be realized by our named executive officers. The chart below compares the grant date fair value of equity awards granted to our Chief Executive Officer in 2024, as reported in the Summary Compensation Table of this Proxy Statement, to the realizable value of such awards as of December 31, 2024. For the chart below, the realizable value for the PRSUs granted to our Chief Executive Officer in 2024 is zero because no shares were earned in 2024.
Stockholder Outreach and Compensation Changes Implemented
| Stockholder Feedback Received | Compensation and Talent Committee Response | | Some stockholders indicated a preference for a performance period of three years for PRSUs. | We transitioned to PRSUs with a three-year performance period for 2025, beginning with an interim step in 2024. As described in more detail below under “Compensation Components” we granted each named executive officer, other than our Chief Executive Officer, two PRSUs based on total stockholder return relative to the Philadelphia Semiconductor Index: | | | •one with a three-year performance metric and a total vesting period of three years from grant if achieved; and | | | •one with a two-year performance metric and a total vesting period of three years from grant if achieved. | | | In 2024, we also granted our Chief Executive Officer four PRSUs based on total stockholder return relative to the Philadelphia Semiconductor Index: | | | •two with a three-year performance metric and a total vesting period of three years from grant if achieved; and | | | •two with a two-year performance metric and a total vesting period of three years from grant if achieved. | | Some stockholders indicated a preference for differentiated performance metrics in our bonus plan and our PRSU grants. | As described in more detail below under “Compensation Components,” in 2024, we used revenue growth as a performance metric for the bonus plan and we used a relative total stockholder return performance goal for the PRSUs. In 2024, we did not use a revenue performance metric for any PRSUs. |
Considerations in Setting Executive Compensation
Considerations in Setting Executive Compensation Our compensation and talent committee is responsible for making final decisions on compensation for our executive officers. In setting executive officer base salaries, bonuses, and long term incentive awards, our compensation and talent committee considers: compensation for comparable positions in the market, the historical compensation levels of our executive officers, the Chief Executive Officer’s recommendations regarding individual performance, impact and scope of role as compared to our expectations, objectives and expected contributions to future results, recommendations of its compensation consultant, feedback from our stockholders, our desire to motivate our executive officers to achieve short- and long-term results that are in the best interests of our stockholders, and a the length of the officer's commitment to us. The compensation and talent committee has not established any formal policies or guidelines for allocating compensation between short and long-term incentive compensation, or between cash and non-cash compensation. However, in general, the compensation and talent committee emphasizes equity compensation over cash compensation to promote long-term strategy, growth, and alignment with our stockholders. In determining the amount and mix of compensation elements and whether each element provides the correct incentives and rewards for performance consistent with our short and long-term goals and objectives, the compensation and talent committee relies on its judgment about each individual rather than adopting a formulaic approach to compensatory decisions. The compensation and talent committee does not target a specific competitive position. To learn more about overall market conditions, in late 2023, at the request of the compensation and talent committee, Pearl Meyer compiled market data and analysis regarding a peer group of companies, which are companies that: •we generally compete with for executive talent; •operate in the technology industry; •have an established business, market presence, and complexity similar to us; and •are generally of similar size to us as measured by revenue and market capitalization. Although we were smaller in terms of estimated fiscal year 2024 revenue and market capitalization than some of the peer companies, we regularly compete for talent with peer companies that are larger in terms of revenue and market capitalization. Ideally, we would be positioned near the median for revenue growth and market capitalization. However, this has been challenging due to the limited number of similarly sized semiconductor industry companies and our high market capitalization to revenue multiple. As a result of the application of these criteria, we added Aehr Test Systems, indie Semiconductor, Inc., and Navitas Semiconductor Corporation to the peer group and removed Cirrus Logic, Inc., MaxLinear, Inc., and Stem, Inc., from the peer group. The remainder of the peer group was unchanged from the previous year. As of March 2024, our peer group for making compensation decisions consisted of the following companies:
Considerations in Setting Executive Compensation
Relative to the peer group, at the time of the committee's approval of the peer group, we ranked at approximately the 25th percentile on a last fiscal year revenue basis and at approximately the 40th percentile on a market capitalization basis. Our Board and the compensation and talent committee value the opinions of our stockholders. The views expressed by our stockholders, whether through the annual stockholder advisory say-on-pay vote or as part of stockholder engagement, are important to management and our Board. Accordingly, the Board and the compensation and talent committee consider the results of the annual stockholder advisory say-on-pay vote and stockholder feedback in making determinations regarding named executive officer compensation.
Compensation Components
Compensation Components In 2024, the compensation and talent committee met 12 times and reviewed executive compensation for 2024, including the analysis provided by Pearl Meyer, which included compensation data for similar executives at our peer group companies. The compensation and talent committee’s primary objective was to create a multi-faceted compensation program using a combination of instruments to motivate the executive officers to achieve and exceed financial and strategic objectives, incentivize long-term performance and sustained growth, align the interests of the executive officers with stockholder interests, and retain the executive officers. The primary components of our executive officer compensation program are base salary, annual bonus, and equity awards. Base Salaries Base salaries are reviewed by our compensation and talent committee and adjusted from time to time to realign salaries with market levels after considering individual responsibilities, performance, experience, expertise, internal pay equity, our compensation budget, overall compensation of the executive officer, and cost of living adjustments, as appropriate. The compensation and talent committee had not changed the base salaries of our named executive officers other than our Chief Executive Officer since 2020, and had not changed the base salary of our Chief Executive Officer since 2022. After consulting with Pearl Meyer and reviewing industry benchmarks, effective as of December 1, 2024, the compensation and talent committee approved adjustments to the base salaries for all of our named executive officers except for our Chief Financial Officer, to better align with competitive market practice for similar public companies as follows: Mr. Vashist's salary increased from $650,000 to $850,000, and Dr. Assaderaghi's and Messrs. Bonnot's and Sevalia's salaries increased from $330,000 to $440,000, respectively. Ms. Howe joined the Company in November 2023, and her total compensation, including her base salary, was determined through arm’s-length negotiation, considering factors such as her qualifications and proven experience as a leader, the prevailing market conditions, a review of market data for total compensation, including base salaries of executives holding similar positions at comparable companies, and her anticipated role and responsibilities. As a result, the compensation and talent committee did not change the salary for Ms. Howe in 2024, which remained at $441,000. Annual Bonuses In August 2020, the compensation and talent committee adopted the Executive Bonus and Retention Plan (the “Bonus Plan”) to attract, motivate, and retain our executives and to align the executives’ performance with our corporate goals. The compensation and talent committee establishes the Bonus Plan participants, performance period, threshold, target, and maximum bonus amounts, performance goals, weighting, and form of payment. In March 2024, the compensation and talent committee revised the target bonus amounts for our named executive officers pursuant to the Bonus Plan for 2024 to 75% of the named executive officer's base salary as of December 31, 2024, other than the Chief Executive Officer's target, which was unchanged from 100% of base salary. The compensation and talent committee approved performance goals for the Bonus Plan based on our achievement of revenue growth goals calculated according to accounting principles generally accepted in the United States ("GAAP"), as well as individual business goals for each named executive officer. Pursuant to the Bonus Plan for 2024, no payment above 150% of target amount would be earned or paid in the event that 2024 non-GAAP operating income was less than or equal to zero. The weighting of each metric is set forth in the table below for each period:
Compensation Components
| | | | Payout Percentage of Target | | | | | Goal | Weighting | Threshold (80% achievement of goal) | Target (100% achievement of goal) | Maximum (140% achievement of goal) | | GAAP Revenue Growth | $182.0 million | 70% | 50% | 100% | 200% | | Individual business goals | * | 30% | 50% | 100% | 200% |
Compensation Components
| Name | Target Payout | Corporate Performance Weighting | Approved Corporate Performance Factor | Individual Performance Weighting | Approved Individual Goal Performance Factor | Total Payout Percentage of Target | Actual Payout | | Rajesh Vashist | $850,000 | 70% | 200% | 30% | 200% | 200% | $1,700,000 | | Elizabeth A. Howe | $330,750 | 70% | 200% | 30% | 200% | 200% | $661,500 | | Fariborz Assaderaghi | $330,000 | 70% | 200% | 30% | 200% | 200% | $660,000 | | Lionel Bonnot | $330,000 | 70% | 200% | 30% | 200% | 200% | $660,000 | | Piyush Sevalia | $330,000 | 70% | 200% | 30% | 200% | 200% | $660,000 |
Compensation Components
Mr. Bonnot’s role and responsibilities as our Executive Vice President, Worldwide Sales and Business Development are focused on our sales and revenue. Therefore, along with members of our sales team, Mr. Bonnot participates in our Sales Incentive Plan (the “Sales Incentive Plan”). Under the terms of the Sales Incentive Plan, in 2024, Mr. Bonnot was eligible for payments upon the achievement of a GAAP revenue target of $182.0 million (100% of the target opportunity). Mr. Bonnot’s annual target opportunity under the Sales Incentive Plan for 2024 was $100,000 plus up to $400,000 of additional amounts for achievement in excess of the revenue target. Under the Sales Incentive Plan, in 2024 performance achievement and payouts were assessed and paid quarterly linear to performance. The Company's net revenues for fiscal year 2024 were $202.7 million, which exceeded the revenue targets established for the Sales Incentive Plan for 2024. Accordingly, Mr. Bonnot earned an aggregate of $111,000, and an additional $400,000 for a total of $511,000 under the Sales Incentive Plan, which reflected the Company's achievement of revenues in excess of the target opportunity under the Sales Incentive Plan for 2024. Long Term Incentives We believe that equity compensation is essential to align our named executive officers’ incentives with stockholder value creation and we emphasize equity compensation over cash compensation. Therefore, approximately 85% the total 2024 target compensation for our named executive officers granted or paid in the form of equity awards, the value of which is significantly impacted by both our financial and stock price performance, which aligns with stockholder interests. The compensation and talent committee granted equity to our named executive officers in March 2024, and in August 2024. The compensation and talent committee granted a mix of RSUs and PRSUs to our named executive officers that could be earned only upon achievement of a relative TSR as compared to the Philadelphia Semiconductor Index (“2024 TSR PRSUs”). For 2024 equity grants, the compensation and talent committee did not use a revenue performance metric for any PRSUs and, therefore, did not duplicate performance metrics in the equity grants and Bonus Plan for 2024. The RSUs granted in March 2024 vest over a period of four years, with 6.25% of the RSUs having vested in May 2024, and the remainder vesting quarterly thereafter, subject to continued service by the named executive officer through each vest date. The compensation and talent committee believes that PRSUs with relative TSR performance goals align named executive officer compensation with our performance and with stockholder interests. In an effort to continue to further align our Chief Executive Officer’s compensation with our performance, 60% of the equity awards approved by the compensation and talent committee in March 2024 for Mr. Vashist were PRSUs. For the other named executive officers 50% of the equity awards approved by the compensation and talent committee in March 2024 were PRSUs. RSUs and PRSUs serve as meaningful retention tools even in periods of volatile stock prices, which we believe is necessary to retain our named executive officers and to be competitive with compensation packages offered by comparable companies. Our compensation and talent committee does not apply a formula in allocating equity compensation to our named executive officers as a group or to any particular named executive officer. Instead, our compensation and talent committee exercises its judgment and discretion and considers, among other things, the factors discussed above in “Considerations in Setting Executive Compensation” as well as the cash compensation received by the named executive officer. Our compensation and talent committee also considers each named executive officer’s unvested equity compensation, as we believe the vesting of equity over time is important to the future performance and retention of our named executive officers. In designing and approving the 2024 TSR PRSUs, the compensation and talent committee considered the stockholder feedback we received in February 2024 indicating a preference for relative TSR PRSUs with a longer performance period. The compensation and talent committee determined to transition to TSR PRSUs with a three-year performance period by 2025, with 2024 being a transition year where half of the 2024 TSR PRSUs had a two-year performance period and half had a three-year performance period. In March 2024, the compensation and talent committee granted two 2024 TSR PRSUs to each named executive officer: (i) one 2024 TSR PRSU with a three-year performance period as compared to companies in the Philadelphia Semiconductor Index ("March 2024 3-Year TSR PRSU"), and (ii) one 2024 TSR PRSU with a two-year performance period as compared to companies in the Philadelphia Semiconductor Index ("March 2024 2-Year TSR PRSU"). If achieved, both of the 2024 TSR PRSUs granted in March 2024 have a total vesting period of three years from grant, further strengthening our long-term retention objectives and ensuring that our named executive officers remain accountable for our longer-term stock price performance. These 2024 TSR PRSUs are further described below. At the completion of our initial public offering in November 2019, our named executive officers received RSUs with a vesting period of five years, which became fully vested in November 2024. The full vesting of these initial public offering grants, together with no meaningful time-based RSU grants in 2020 or 2022, resulted in a significant trough in equity vesting during 2025 and 2026 for the executives (notwithstanding the RSUs granted in March 2024), which reflected a meaningful reduction in realizable compensation and created retention challenges. As a result, in August 2024, the compensation and talent committee made a one-time RSU equity grant to our named executive officers other than our Chief Executive Officer, to address this unique compensation gap and to ensure retention and competitive compensation for our executive officers. Our Chief Executive Officer received an additional long-term incentive equity grant in the form of RSUs and TSR PRSUs. In doing so, the compensation and talent committee conducted an in-depth investigation and consulted with Pearl Meyer, while continuing our principle of aligning executive compensation with stockholder interests. For the Chief Executive Officer, 12.5% of the shares subject to the August 2024 RSU award having vested as of August 2024, with 6.25% vesting quarterly thereafter, subject to continued service by the Chief Executive Officer through each vest date. For Messrs. Bonnot and Sevalia, 12.5% of the shares subject to the August 2024 RSU award will vest quarterly starting in February 2025, subject to continued service through each vest date. For Dr. Assaderaghi, 12.5% of the shares subject to the August RSU award will vest quarterly starting in February 2026, subject to his continued service through each vesting date. As Ms. Howe's employment commenced in November 2023, she did not receive any RSU grants in August 2024. The compensation and talent committee also granted two additional TSR PRSUs to our Chief Executive Officer: (i) one TSR PRSU with a two-year performance period ("August 2024 2-Year TSR PRSU"), and (ii) one TSR PRSU with a three-year performance period ("August 2024 3-Year TSR PRSU"). If achieved, the August 2024 2-Year TSR PRSU will have the same vesting period as the March 2024 2-Year TSR PRSU, and the August 2024 3-Year TSR PRSU will have the same vesting period as the March 2024 3-Year TSR PRSU, for a total vesting period of three years from grant.
Compensation Components
| Named Executive Officer | RSUs | August 2024 RSUs | PRSUs | | | | March 2024 RSUs | | Target 2-Year TSR PRSU Shares | Target 3-Year TSR PRSU Shares | | Rajesh Vashist | 37,529 | 7,225 | 33,565(1) | 33,565(2) | | Elizabeth A. Howe | 11,258 | __ | 5,629 | 5,629 | | Fariborz Assaderaghi | 10,946 | 14,450 | 5,473 | 5,473 | | Lionel Bonnot | 10,946 | 14,450 | 5,473 | 5,473 | | Piyush Sevalia | 10,946 | 14,450 | 5,473 | 5,473 |
Compensation Components
(1) Consists of 28,146 target 2-YEAR TSR PRSU shares granted in March 2024, and 5,419 target 2-YEAR TSR PRSU shares granted in August 2024. (2) Consists of 28,146 target 3-YEAR TSR PRSU shares granted in March 2024, and 5,419 target 3-YEAR TSR PRSU shares granted in August 2024. 2024 TSR PRSUs The compensation and talent committee considered the stockholder feedback we previously received indicating a preference for relative TSR PRSUs with a longer performance period, and granted the 2024 2-Year TSR PRSUs and 2024 3-Year TSR PRSUs. For the 2024 2-Year TSR PRSUs, the number of PRSUs that vest is determined by our TSR performance relative to that of the companies in the Philadelphia Semiconductor Index expressed as a percentile over a two-year period, from January 1, 2024 to December 31, 2025. For the 2024 3-Year TSR PRSUs, the number of PRSUs that vest is determined by our TSR performance relative to that of the companies in the Philadelphia Semiconductor Index expressed as a percentile over a three-year period, from January 1, 2024 to December 31, 2026. The 2-Year TSR PRSUs and 3-Year TSR PRSUs require above-median performance at the 55th percentile relative to the comparison group to earn target payout. The actual number of PRSUs that may be earned can range from 0% to 200% of the target amount, corresponding to the percentile attainment of our TSR measured against the comparison group. No PRSUs will vest if our TSR is less than the 30th percentile. For achievement levels between the 30th percentile and 55th percentile and then the 55th percentile and the 80th percentile, the payout amount will be determined using a linear interpolation between the payout percentages and our relative TSR percentile ranking. The number of earned PRSUs is capped at the target amount if our TSR performance over the performance period is negative. If achieved, all of the PRSUs earned subject to both the 2-Year TSR PRSUs and the 3-Year TSR PRSUs will vest on February 20, 2027, subject to continued service on the vest date by the named executive officer. The vesting date further strengthens our long-term retention objectives and ensures that our named executive officers remain accountable for our longer-term stock price performance.
Compensation Components
| Performance Level | Percentile of the Philadelphia Semiconductor Index | Payout Percent of Target Amount | | Threshold | 30th | —% | | Target | 55th | 100% | | Maximum | 80th | 200% |
Compensation Components
Perquisites and Other Personal Benefits In 2024, in connection with his continued temporary assignment to the Netherlands we provided Mr. Vashist with $243,842 for lease payments, of which $120,000 consisted of lease payments and $123,842 consisted of a tax gross-up amount paid on the income attributable to this value. We also offered a program that provided onsite executive wellness testing and counseling for the named executive officers. 2025 Compensation In 2025, we continued our practice of engaging with our top institutional and other stockholders to solicit feedback on our executive compensation program, corporate governance, and sustainability initiatives. Stockholders provided positive feedback and expressed appreciation regarding the numerous changes we made to our executive compensation program in 2024. Feedback received from stockholder engagement informs our compensation and talent committee as it reviews our executive compensation program. As part of our regular and ongoing communications with our stockholders, other ways in which we engage with them consist of the following: •Quarterly earnings calls •Financial conferences •Non-deal road shows •Industry presentations and conferences •Security analyst meetings In February 2025, the compensation and talent committee granted a mix of (i) RSUs and (ii) PRSUs that could only be earned contingent upon achievement of relative TSR goals as compared to the Philadelphia Semiconductor Index (“2025 TSR PRSUs”) over a three-year period. The compensation and talent committee believes that granting RSUs to our named executive officers promotes shareholder value creation as the value of the awards is directly impacted by our stock price. By linking vesting of RSUs to continuous employment requirements, granting of RSUs achieves executive retention. The RSUs vest over a total of four years as follows: 6.25% of the shares vest on a quarterly basis starting on February 20, 2025, with the balance vesting in equal quarterly installments over the following quarters, subject to continuous service through each vest date. In designing and approving the 2025 TSR PRSUs, the compensation and talent committee considered stockholder feedback indicating a preference for relative TSR PRSUs with a longer performance period. After considering these discussions as well as the compensation and talent committee's efforts to continue to ensure alignment between stockholder interest and executive pay and company performance, the compensation and talent committee designed and approved the 2025 TSR PRSUs solely with a three-year performance period. A three-year performance period provides strategic alignment between executive pay and company performance, ensures that our named executive officers remain accountable for our longer-term stock performance, and incentivizes achievement of the business plan. Our named executive officers will realize the value of these awards only if the 2025 TSR PRSUs are earned and vest, which serve our retention objective similar to RSU awards. The compensation and talent committee continued to use the Philadelphia Semiconductor Index because it represents our industry peers. The compensation and talent committee also believes that with three-year performance periods the 2025 TSR PRSUs align with long-term value creation. The compensation and talent committee did not change base salaries or target bonus percentages for our named executive officers in February 2025 because salaries had been adjusted in December 2024. In February 2025, the compensation and talent committee approved performance goals for the Bonus Plan based on our achievement of GAAP revenue goals, as well as individual goals. For 2025, the compensation and talent committee did not change the weighting from 2024 and set the weighting the of the GAAP revenue growth goal at 70%, and the individual performance goals at 30%. Therefore, 70% of the bonus opportunity for each named executive officer pursuant to the 2025 Bonus Plan depends on predetermined goals that are objective and rigorous. Our compensation and talent committee continues to believe that equity compensation is essential to align our named executive officers’ incentives with stockholder value creation, and, therefore, allocated a substantial portion of total 2025 compensation for our named executive officers as equity awards, the value of which is significantly impacted by both our financial performance and stock price performance.
Other Compensation Practices
For purposes of determining ownership under these guidelines we include shares of common stock actually owned and vested RSUs. However, unvested RSUs and PRSUs are not included. We only grant RSUs and PRSUs to our executive officers and therefore no stock options are included in determining ownership under these guidelines. Within four years of becoming subject to our Corporate Governance Guidelines each executive officer and Board member is expected to comply with these stock ownership guidelines. As of January 1, 2025, each of our executive officers complied with our stock ownership requirements. In October 2024, we amended our stock ownership guidelines to encourage long-term stock ownership, to promote a meaningful financial stake in the Company, and to link more closely the interest of our executive officers and non-employee directors with those of our stockholders. To that end, as of December 31, 2026, our Chief Executive Officer is required to hold shares of the Company's common stock with a value equal to six times his annual base salary. All other executive officers are required to hold shares of common stock with a value equal to two times his or her annual base salary as of December 31, 2026, and are required to hold of shares of common stock with a value equal to three times his or her annual base salary as of December 31, 2028. Non-employee directors are required to hold shares of common stock with a value equal to six times the directors’ annual base cash compensation for service on the Board as of December 31, 2026. Compensation Recoupment (“Clawback”) Policy. In November 2023, we adopted an incentive compensation recoupment (clawback) policy for current and former Section 16 officers in compliance with the recently adopted Exchange Act rules and Nasdaq listing standards. This policy requires the repayment of certain cash and equity-based incentive compensation in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Under this policy, we are required to recoup certain incentive-based compensation, which includes awards under our Bonus Plan and settlement of any PRSUs erroneously received within the three fiscal years preceding the date the restatement is determined to be required, not including fiscal years prior to 2023. Prohibition against pledging and hedging. We prohibit our executive officers, directors, consultants and other insiders from pledging our stock and any type of hedging transaction involving our stock without prior written approval. Timing of equity awards. The compensation and talent committee's practice is to make annual grants to executive officers after the announcement of our prior year's earnings. Additionally, the compensation and talent committee makes equity grants to new hires four times per year, on a predetermined annual schedule. The compensation administration committee, which consists of one director, Rajesh Vashist, has authority to grant equity awards for promoted employees and in connection with the employee bonus plan on a predetermined annual schedule.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation None of our named executive officers participate in or have account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. Our Board may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.
Pension Benefits
Pension Benefits None of our named executive officers participate in, or otherwise receive any benefit under, any pension or retirement plan sponsored by us during 2024.
Summary Compensation Table for Fiscal Year 2024
Summary Compensation Table for Fiscal Year 2024 The following table sets forth compensation for services rendered in all capacities to us for the years ended December 31, 2024, 2023, and 2022 for our named executive officers.
Summary Compensation Table for Fiscal Year 2024
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Rajesh Vashist Chairman, President and Chief Executive Officer | 2024 | 666,667 | 10,129,922 | 1,700,000 | 261,699 | 12,758,288 | | | 2023 | 650,000 | 9,573,524 | 243,750 | 205,713 | 10,672,987 | | | 2022 | 650,000 | 8,407,824 | 714,503 | 112,478 | 9,884,805 | | Elizabeth A. Howe (4) Executive Vice President, Finance and Chief Financial Officer | 2024 | 446,513 | 1,818,730 | 661,500 | 10,389 | 2,937,132 | | | 2023 | 59,636 | 6,278,298 | — | 368 | 6,338,302 | | Fariborz Assaderaghi Executive Vice President, Engineering and Operations | 2024 | 339,167 | 3,624,718 | 660,000 | 10,221 | 4,634,106 | | | 2023 | 330,000 | 2,197,565 | 74,250 | 9,832 | 2,611,647 | | | 2022 | 330,000 | 2,522,383 | 181,374 | 9,763 | 3,043,520 | | Lionel Bonnot Executive Vice President, Worldwide Sales and Business Development | 2024 | 326,563 | 3,624,718 | 1,171,000 | 10,346 | 5,132,627 | | | 2023 | 316,250 | 2,197,565 | 140,411 | 9,797 | 2,664,023 | | | 2022 | 316,250 | 2,522,383 | 219,503 | 9,664 | 3,067,800 | | Piyush Sevalia Executive Vice President, Marketing | 2024 | 339,167 | 3,624,718 | 660,000 | 10,306 | 4,634,191 | | | 2023 | 330,000 | 2,197,565 | 74,250 | 9,832 | 2,611,647 | | | 2022 | 330,000 | 2,522,383 | 181,374 | 9,832 | 3,043,589 |
Summary Compensation Table for Fiscal Year 2024
__________________________________________________ (1)Represents the aggregate grant date fair value of RSUs and PRSUs granted to the named executive officer, computed in accordance with FASB ASC Topic 718. For 2024 PRSUs the amount above represents the aggregate grant date fair value of 2024 PRSUs granted to the named executive officer, computed for the 2024 TSR PRSUs by multiplying (i) the target number of PRSUs granted to each named executive officer by (ii) the fair value per share as calculated by the use of a Monte-Carlo simulation model. See Note 8 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. The aggregate grant date fair value of PRSUs granted in fiscal year 2024 assuming the maximum level of achievement is as follows: Mr. Vashist, $12,088,822; Dr. Assaderaghi, $1,694,879; Mr. Bonnot, $1,694,879; Mr. Sevalia, $1,694,879; and Ms. Howe, $1,743,189. Excludes RSUs that were granted as annual bonuses pursuant to the Executive Bonus and Retention Plan, which amounts are set forth in the column titled “Non-equity Incentive Plan Compensation.” (2)The amounts in this column for 2024 represent payments pursuant to the Executive Bonus and Retention Plan upon the achievement of corporate goals as well as individual objectives for 2024, which were granted in February 2025, after the certification of achievement of corporate goals and individual goals. Payment is in the form of RSUs, with the number calculated based on the average closing stock price for our common stock in the 20 trading days prior to grant. For the February 2025 grants, half of the shares will vest on May 20, 2025, and the remaining half of the shares will vest on August 20, 2025, subject to the recipient's continuous service with the Company through each vest date. For Mr. Bonnot, the amount for 2024 also includes 511,000 earned under the Sales Incentive Plan for 2024, as described in Compensation Components — Annual Bonuses above. (3)The amounts in this column include life insurance premiums paid by us for the benefit of the named executive officer and 401(k) matching contributions. The amount in this column for Mr. Vashist for 2024 also includes grossed up lease payments of $243,842 in connection with his temporary assignment to our Netherlands location (consisting of $120,000 for the lease amount and $123,842 for the associated tax gross-up), and $6,667 in a program that provided onsite executive wellness testing and counseling. The "All Other Compensation" and "Total Amounts" previously reported for 2023 for Mr. Vashist have been amended to include $69,745 tax gross-up in connection with Mr. Vashist's 2023 Netherlands lease payment and $5,882 for an onsite executive wellness testing and counseling program in 2023 that were not previously reported. (4)Ms. Howe was appointed our Executive Vice President, Finance and Chief Financial Officer effective November 8, 2023. The total compensation included in the Summary Compensation Table above includes the aggregate grant date fair value of PRSUs granted to our named executive officers regardless of whether any PRSUs vested in 2024. There is no assurance that the grant date fair values reported in the Summary Compensation Table for these equity awards will be reflective of their actual economic value or that comparable amounts will ever be realized by our named executive officers.
Grants of Plan-Based Awards in Fiscal Year 2024
Grants of Plan-Based Awards in Fiscal Year 2024 The following table shows for the fiscal year ended December 31, 2024, certain information regarding grants of plan-based awards to our named executive officers:
Grants of Plan-Based Awards in Fiscal Year 2024
| Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | Rajesh Vashist | RSU | 3/15/24 | | | | | | 37,529 | 3,157,315 | | | RSU | 8/12/24 | | | | | | 7,225 | 928,196 | | | PRSU | 3/15/24 | | | | 28,146 | 56,292 | | 1,977,538 | | | PRSU | 3/15/24 | | | | 28,146 | 56,292 | | 2,380,589 | | | PRSU | 8/12/24 | | | | 5,419 | 10,838 | | 760,990 | | | PRSU | 8/12/24 | | | | 5,419 | 10,838 | | 925,294 | | | Bonus Plan (1) | 3/15/24 | 425,000 | 850,000 | 1,700,000 | | | | | | Elizabeth A. Howe | RSU | 3/15/24 | | | | | | 11,258 | 947,136 | | | PRSU | 3/15/24 | | | | 5,629 | 11,258 | | 395,494 | | | PRSU | 3/15/24 | | | | 5,629 | 11,258 | | 476,101 | | | Bonus Plan (1) | 3/15/24 | 165,375 | 330,750 | 661,500 | | | | | | Fariborz Assaderaghi | RSU | 3/15/24 | | | | | | 10,946 | 920,887 | | | RSU | 8/12/24 | | | | | | 14,450 | 1,856,392 | | | PRSU | 3/15/24 | | | | 5,473 | 10,946 | | 384,533 | | | PRSU | 3/15/24 | | | | 5,473 | 10,946 | | 462,906 | | | Bonus Plan (1) | 3/15/24 | 165,000 | 330,000 | 660,000 | | | | | | Lionel Bonnot | RSU | 3/15/24 | | | | | | 10,946 | 920,887 | | | RSU | 8/12/24 | | | | | | 14,450 | 1,856,392 | | | PRSU | 3/15/24 | | | | 5,473 | 10,946 | | 384,533 | | | PRSU | 3/15/24 | | | | 5,473 | 10,946 | | 462,906 | | | Bonus Plan (1) | 3/15/24 | 165,000 | 330,000 | 660,000 | | | | | | | Sales Incentive Plan (5) | 3/15/24 | | 100,000 | 500,000 | | | | | | Piyush Sevalia | RSU | 3/15/24 | | | | | | 10,946 | 920,887 | | | RSU | 8/12/24 | | | | | | 14,450 | 1,856,392 | | | PRSU | 3/15/24 | | | | 5,473 | 10,946 | | 384,533 | | | PRSU | 3/15/24 | | | | 5,473 | 10,946 | | 462,906 | | | Bonus Plan (1) | 3/15/24 | 165,000 | 330,000 | 660,000 | | | | |
Grants of Plan-Based Awards in Fiscal Year 2024
(1)Represents estimated possible payouts for fiscal year 2024 under the Executive Bonus and Retention Plan. Payment of bonuses under the Executive Bonus and Retention Plan is dependent upon meeting specified performance goals. A description of the performance goals associated with such bonuses is included in “Compensation Discussion and Analysis.” Upon achievement, payment is made in RSUs, which are calculated based on the average closing stock price for our common stock in the 20 trading days prior to grant. In February 2025, the compensation and talent committee granted RSUs to Messrs. Vashist, Bonnot, and Sevalia, Ms. Howe and Dr. Assaderaghi for 7,681, 2,982, 2,982, 2,989, and 2,982 shares, respectively, as payment for achievement under the Bonus Plan for 2024. For these grants, half of the shares will vest on May 20, 2025, and the remaining half of the shares will vest on August 20, 2025, subject to the recipient's continuous service with the Company through each vest date. (2)Represents PRSUs granted in March 2024 to all named executive officers, including two types of PRSUs: (i) 2-YEAR TSR PRSUs and (ii) 3-YEAR TSR PRSUs. For Mr. Vashist, the column also represents two types of PRSUs granted in August 2024, including (i) 2-YEAR TSR PRSUs and (ii) 3-YEAR TSR PRSUs, under the same terms and conditions. Information related to these grants, including the stock price-based milestones and vesting schedules, is contained in “Compensation Discussion and Analysis.” The number of 2-YEAR TSR PRSUs that our named executive officers may earn is based on our TSR performance relative to the TSR performance of other companies in the Philadelphia Semiconductor Index over a two-year performance period beginning on January 1, 2024 and ending on December 31, 2025. Target performance of our 2-YEAR TSR PRSUs is achieved when our TSR is at the 55th percentile of the TSRs of the companies in the Philadelphia Semiconductor Index. The actual amount of TSR PRSUs earned can range from 0%-200% of the target amount, corresponding to the percentile attainment of SiTime’s TSR as compared to the companies in the Philadelphia Semiconductor Index. The TSR PRSUs have a performance condition and a service condition, and vest, so long as the executive continues to be employed with us, after the applicable performance period if achieved, on February 20, 2027. The number of 3-YEAR TSR PRSUs that our named executive officers may earn is based on our TSR performance relative to the TSR performance of other companies in the Philadelphia Semiconductor Index over a three-year performance period beginning on January 1, 2024 and ending on December 31, 2026. Target performance of our 3-YEAR TSR PRSUs is achieved when our TSR is at the 55th percentile of the TSRs of the companies in the Philadelphia Semiconductor Index. The actual amount of relative TSR PRSUs earned can range from 0%-200% of the target amount, corresponding to the percentile attainment of SiTime’s TSR as compared to the companies in the Philadelphia Semiconductor Index. The relative TSR PRSUs have a performance condition and a service condition, and vest, so long as the executive continues to be employed with us, after the applicable performance period if achieved, on February 20, 2027. (3)Represents RSUs granted to our named executive officers, which are described further in the "Outstanding Equity Awards at December 31, 2024" table below. (4)The value shown is based on the fair value as of the date of grant and was computed for the 2024 relative 2-YEAR and 3-YEAR TSR PRSUs by multiplying (i) the target number of PRSUs granted to each named executive officer by (ii) the fair value per share as calculated by the use of a Monte-Carlo simulation model. See Note 8 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. (5)Represents estimated possible payouts for fiscal year 2024 under the Sales Incentive Plan for Mr. Bonnot. Payment under the Sales Incentive Plan is dependent upon meeting specified performance goals. A description of the performance milestones associated with such bonus is included in “Compensation Discussion and Analysis.” The above table does not include RSUs granted on February 15, 2024 to Messrs. Vashist, Bonnot, and Sevalia and Dr. Assaderaghi for 2,097, 612, 638, and 638 shares, respectively, as payouts for 2023 non-equity incentive plan achievement for the second half of 2022. These payouts had a grant date fair value of $225,637, $65,851, $68,649, and $68,649, respectively.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table presents certain information concerning equity awards held by our named executive officers as of December 31, 2024, which consists solely of RSUs and PRSUs. We have not granted, and none of our named executive officers hold, any stock options. The market value of the shares in the table below is based on the closing price of our common stock, as reported on The Nasdaq Stock Market, of $214.53 per share on December 31, 2024.
Outstanding Equity Awards at December 31, 2024
| | Stock Awards | | | | | Name | Number of Units of Stock That Have Not Vested(#) | Market Value of Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($)(1) | | Rajesh Vashist | 30,492(2) | 6,541,449 | | | | | 5,870(12) | 1,259,291 | | | | | 4,525(4) | 970,748 | | | | | 14,662(5) | 3,145,439 | | | | | | | 67,130(6) | 14,401,399 | | | | | 21,992(7) | 4,717,944 | | | | | 23,943(8) | 5,136,492 | | Elizabeth A. Howe | 38,188(9) | 8,192,472 | | | | | 9,147(2) | 1,962,306 | | | | | | | 11,258(6) | 2,415,179 | | Fariborz Assaderaghi | 24,421(10) | 5,239,037 | | | | | 1,358(4) | 291,332 | | | | | 4,276(5) | 917,330 | | | | | 14,450(3) | 3,099,959 | | | | | 8,893(2) | 1,907,815 | | | | | | | 10,946(6) | 2,348,245 | | | | | 4,276(7) | 917,330 | | | | | 7,183(8) | 1,540,969 | | Lionel Bonnot | 8,893(2) | 1,907,815 | | | | | 14,450(11) | 3,099,959 | | | | | 1,358(4) | 291,332 | | | | | 4,276(5) | 917,330 | | | | | | | 10,946(6) | 2,348,245 | | | | | 4,276(7) | 917,330 | | | | | 7,183(8) | 1,540,969 | | Piyush Sevalia | 8,893(2) | 1,907,815 | | | | | 14,450(11) | 3,099,959 | | | | | 1,358(4) | 291,332 | | | | | 4,276(5) | 917,330 | | | | | | | 10,946(6) | 2,348,245 | | | | | 4,276(7) | 917,330 | | | | | 7,183(8) | 1,540,969 |
Outstanding Equity Awards at December 31, 2024
__________________________________________________ (1)This column represents the fair market value of the shares underlying the RSUs and target number of shares that could be earned under the 2022 PRSUs, 2023 PRSUs and 2024 PRSUs as of December 31, 2024, based on the closing price of our common stock, as reported on The Nasdaq Stock Market, of $214.53 per share on December 31, 2024. (2)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 6.25% of the RSUs vesting in equal quarterly installments beginning on May 20, 2024, and on each of August 20, November 20, February 20, and May 20 thereafter, subject to continued service on each such vesting date. (3)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 12.5% of the RSUs vesting in equal installments beginning on February 20, 2026, and on each May 20, August 20, November 20, and February 20 thereafter, subject to continued service on each such vesting date. (4)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 6.25% of the RSUs vesting in equal quarterly installments beginning on February 20, 2022, and on each of May 20, August 20, November 20, and February 20 thereafter, subject to continued service on each such vesting date. (5)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 12.5% of the RSUs vesting on May 20, 2023, and then 6.25% of the RSUs vesting in equal quarterly installments on each of August 20, November 20, February 20, and May 20 thereafter, subject to continued service on each such vesting date. (6)These amounts represent the target number of shares that could be earned under the 2024 TSR PRSUs. If earned and upon certification of the performance condition by the compensation and talent committee, the certified number of shares of the PRSU will vest on the February 20, May 20, August 20, or November 20 following certification of achievement, subject to continued service on such vesting date. (7)These amounts represent the target number of shares that could be earned under the 2023 relative TSR PRSUs. If earned, 50% of the earned shares of the PRSU will vest on February 20, 2025, and then 50% on February 20, 2026, subject to continued service on each such vesting date. (8)These amounts represent the threshold number of shares that could be earned under the 2022 PRSUs. If earned and upon certification of the performance condition by the compensation and talent committee, all of the certified number of shares of the PRSU will vest on the first quarterly vest date, subject to continued service through such vesting date, and subject to the limitations discussed in “Compensation Components - Long Term Incentives.” (9)Represents RSUs granted pursuant to our 2022 Stock Inducement Plan, with 25% of the RSUs vesting on November 20, 2024, and 1/16 of the RSUs vesting in equal quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to continued service on each such vesting date. (10)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 20% of the RSUs vesting on November 20, 2021, and 1/20 of the RSUs vesting in equal quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to continued service on each such vesting date. (11)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 12.5% of the RSUs vesting in equal installments beginning on February 20, 2025, and on each May 20, August 20, November 20, and February 20 thereafter, subject to continued service on each such vesting date. (12)Represents RSUs granted pursuant to our 2019 Stock Incentive Plan, with 12.5% of the RSUs vesting in equal installments beginning on August 20, 2024, and on each November 20, February 20, May 20, and August 20 thereafter, subject to continued service on each such vesting date.
STOCK VESTED IN FISCAL YEAR 2024
STOCK VESTED IN FISCAL YEAR 2024 The following table shows for the fiscal year ended December 31, 2024, certain information regarding stock vested during the last fiscal year with respect to our named executive officers:
STOCK VESTED IN FISCAL YEAR 2024
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Rajesh Vashist | 186,989 | 27,320,739 | | Elizabeth A. Howe | 14,841 | 2,993,305 | | Fariborz Assaderaghi | 30,607 | 4,468,503 | | Lionel Bonnot | 35,432 | 5,173,746 | | Piyush Sevalia | 35,458 | 5,176,475 |
STOCK VESTED IN FISCAL YEAR 2024
__________________________________________________ (1)Value calculated by multiplying number of shares by the market value per share on the vesting date. We do not currently maintain nonqualified defined contribution plans or other deferred compensation.
Agreements with Our Named Executive Officers and Potential Payments Upon Termination or Change of Control
Agreements with Our Named Executive Officers and Potential Payments Upon Termination or Change of Control Below are descriptions of our employment agreements and offer letter agreements with our named executive officers. The agreements generally provide for at-will employment and set forth the executive officer’s initial base salary and eligibility for employee benefits. Furthermore, each of our executive officers has executed a form of our standard proprietary information and inventions assignment agreement. Agreement with Rajesh Vashist On October 21, 2014, we entered into an employment agreement with Rajesh Vashist, our Chief Executive Officer, which superseded and replaced Mr. Vashist’s previous employment agreement. Under Mr. Vashist’s agreement, we agreed to pay Mr. Vashist an initial annual base salary of $425,000 and based on the assessment by our Board of Mr. Vashist’s performance and the attainment of annual company goals established by our Board in its sole discretion, and subject to Mr. Vashist’s employment through the payment date, an annual performance bonus of up to $300,000. In addition, under the employment agreement, as amended on June 14, 2016, Mr. Vashist agreed to provide advisory services of not more than 10 hours each month to MegaChips through June 30, 2020, regardless of his employment status with us. On October 18, 2021, as amended on October 30, 2023, and on March 19, 2025, we entered into a letter agreement with Mr. Vashist in connection with his assignment to our Netherlands office to support our international growth. The letter agreement provides for cost-of-living allowance, car lease, housing accommodation, travel expenses, and other expense reimbursement in connection with the temporary assignment. We have not provided Mr. Vashist with any allowances other than housing accommodations. For fiscal year 2024, the Company only provided Mr. Vashist with housing accommodations as described in Note 3 to the Summary Compensation Table for Fiscal Year 2024. Agreement with Elizabeth A. Howe On October 31, 2023, we entered into an offer letter with Elizabeth A. Howe our Executive Vice President, Finance, and Chief Financial Officer, setting forth the initial terms of her employment. Pursuant to the agreement, Ms. Howe was entitled to an initial annual base salary of $441,000, and eligible to receive an annual performance bonus of up to $330,000. Agreement with Fariborz Assaderaghi On November 16, 2020, we entered into an offer letter with Fariborz Assaderaghi, our Executive Vice President, Technology and Engineering, setting forth the initial terms of his employment. Pursuant to the agreement, Dr. Assaderaghi was entitled to an initial annual base salary of $330,000, and eligible to receive an annual performance bonus of up to $165,000. Agreement with Lionel Bonnot On January 27, 2018, we entered into an offer letter with Lionel Bonnot, our Executive Vice President, Worldwide Sales and Business Development, setting forth the initial terms of his employment. Pursuant to the agreement, Mr. Bonnot was entitled to an initial annual base salary of $260,000, and eligible to receive an annual performance bonus of up to $100,000. Agreement with Piyush Sevalia On October 20, 2014, we entered into an offer letter with Piyush Sevalia, our Executive Vice President, Marketing, setting forth the initial terms of his employment. Pursuant to the agreement, Mr. Sevalia was entitled to an initial annual base salary of $300,000, and eligible to participate in the Bonus Plan.
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control We believe that reasonable severance benefits for our named executive officers are important because it may be difficult for them to find comparable employment within a short period of time and because it allows for an orderly transition on termination of employment, which is in the Company's best interest. We also believe that it is important to protect our named executive officers in the event of a change of control transaction involving us, as a result of which such officers might have their employment terminated. In addition, we believe that the interests of management should be aligned with those of our stockholders as much as possible, and we believe that providing protection upon a change of control is an appropriate counter to any disincentive such officers might otherwise perceive in regard to transactions that may be in the best interest of our stockholders. Accordingly, we have entered into change of control and severance agreements with our named executive officers. These agreements generally provide for severance benefits upon a qualifying termination of employment and in connection with a change of control, as described below. Mr. Vashist In the event Mr. Vashist undergoes an Involuntary Termination (as defined in this change of control and severance agreement), he will be entitled to receive: (i) a lump sum equal to his annual base salary, plus his target bonus as in effect on the date of his termination, (ii) reimbursement of COBRA premiums for up to one year following termination, and (iii) acceleration of all his unvested equity awards. If Mr. Vashist remains employed with us through the close of a change of control, Mr. Vashist will be entitled to receive acceleration of all his unvested equity awards. If he undergoes an Involuntary Termination in connection with a change of control, he will become entitled to receive: (i) a lump sum equal to two times the sum of his annual base salary and target bonus as in effect on the date of termination, (ii) reimbursement of COBRA premiums for up to 18 months following termination, and (iii) acceleration of all his unvested equity awards, provided that these change of control severance benefits will be offset by any non-change of control severance benefits already paid. Further, in the event of Mr. Vashist’s death or disability, all of his unvested equity awards will accelerate. Mr. Vashist’s severance benefits are conditioned on his timely execution of an effective release of claims. For purposes of the 2024 2-Year TSR PRSUs for Mr. Vashist, notwithstanding his change of control and severance agreement, no shares will accelerate in the event he undergoes an Involuntary Termination apart from a change of control. In the event a change of control occurs in 2024 or 2025, and Mr. Vashist undergoes an Involuntary Termination or in the event of his death or disability in 2024 or 2025, the maximum shares subject to the 2024 2-Year TSR PRSUs will accelerate. In the event a change of control occurs after 2025, the number of shares certified by the compensation and talent committee for the 2024 TSR PRSUs, minus any shares that have already vested, will accelerate. For purposes of the 2024 3-Year TSR PRSUs for Mr. Vashist, notwithstanding his change of control and severance agreement, no shares will accelerate in the event he undergoes an Involuntary Termination apart from a change of control. In the event a change of control occurs in 2024, 2025, or 2026, and Mr. Vashist undergoes an Involuntary Termination or in the event of his death or disability in 2024, 2025, or 2026, the maximum shares subject to the 2024 3-Year TSR PRSUs will accelerate. In the event a change of control occurs after 2026, the number of shares certified by the compensation and talent committee for the 2024 3-Year TSR PRSUs, minus any shares that have already vested, will accelerate. For purposes of the 2023 TSR PRSUs for Mr. Vashist, notwithstanding his change of control and severance agreement, no shares will accelerate in the event he undergoes an Involuntary Termination apart from a change of control. In the event a change of control occurs, the number of shares certified by the compensation and talent committee for the 2023 TSR PRSUs, minus any shares that have already vested, will accelerate. For purposes of the 2022 PRSUs for Mr. Vashist, in the event a change of control occurs during the performance period the performance goals for the 2022 PRSUs will be recalculated and the compensation and talent committee will then determine the number of shares subject to the 2022 PRSUs that are eligible to vest based on the per share consideration in the change of control. In the event Mr. Vashist undergoes an Involuntary Termination apart from a change of control, only shares subject to the 2022 PRSUs related to a performance goal already achieved but not yet vested may accelerate pursuant to his change of control and severance agreement. In the event of a change of control during the performance period and Mr. Vashist undergoes an Involuntary Termination within the period of three months prior to 12 months following the change of control, the shares subject to the 2022 PRSUs related to a performance goal already achieved but not yet vested will accelerate and the shares eligible to vest pursuant to recalculated performance goals will accelerate. Notwithstanding his change of control and severance agreement, for purposes of the 2022 PRSU no unvested shares accelerate upon (i) Mr. Vashist’s death or disability, and (ii) a change of control without an Involuntary Termination. Other Named Executive Officers In the event a named executive officer (other than Mr. Vashist) undergoes an Involuntary Termination (as defined in their change of control and severance agreement), that officer will be entitled to receive: (i) a lump sum equal to six months of that officer’s annual base salary as in effect on the date of termination; (ii) reimbursement of COBRA premiums for up to six months following termination; and (iii) acceleration of 12 months of unvested equity awards. If the executive officer undergoes an Involuntary Termination in connection with a change of control, that officer will become entitled to receive: (x) a lump sum equal to that officer’s annual base salary, plus their target bonus as in effect on the date of termination, (y) reimbursement of COBRA premiums for up to one year following termination, and (z) acceleration of all unvested equity awards, provided these change of control severance benefits will be offset by any non-change of control severance benefits already paid. All severance benefits are conditioned on the officer’s timely execution of an effective release of claims. For purposes of the 2024 2-Year TSR PRSUs for Ms. Howe and Messrs. Bonnot and Sevalia and Dr. Assaderaghi, notwithstanding their change of control and severance agreement, no shares will accelerate in the event they undergo an Involuntary Termination apart from a change of control. In the event a change of control occurs in 2024 or 2025, and they undergo an Involuntary Termination within the period of three months prior to 12 months following the change of control, the maximum shares subject to the 2024 2-Year TSR PRSUs will accelerate. In the event a change of control occurs after 2025, the number of shares certified by the compensation and talent committee for the 2024 TSR PRSUs, minus any shares that have already vested, will accelerate.
Potential Payments upon Termination or Change of Control
For purposes of the 2024 3-Year TSR PRSUs for Ms. Howe and Messrs. Bonnot and Sevalia and Dr. Assaderaghi, notwithstanding their change of control and severance agreement, no shares will accelerate in the event they undergo an Involuntary Termination apart from a change of control. In the event a change of control occurs in 2025 or 2026, and they undergo an Involuntary Termination within the period of three months prior to 12 months following the change of control, the maximum shares subject to the 2024 3-Year TSR PRSUs will accelerate. In the event a change of control occurs after 2026, the number of shares certified by the compensation and talent committee for the 2024 3-Year TSR PRSUs, minus any shares that have already vested, will accelerate. For purposes of the 2023 TSR PRSU for Messrs. Bonnot and Sevalia and Dr. Assaderaghi, notwithstanding their change of control and severance agreement, no shares will accelerate in the event they undergo an Involuntary Termination apart from a change of control. In the event a change of control occurs and they undergo an Involuntary Termination within the period of three months prior to 12 months following the change of control, the number of shares certified by the compensation and talent committee for the 2023 TSR PRSU, minus any shares that have already vested, will accelerate. For purposes of the 2022 PRSUs for Messrs. Bonnot and Sevalia and Dr. Assaderaghi, in the event a change of control occurs during the performance period the performance goals for the 2022 PRSU will be recalculated and the compensation and talent committee will then determine the number of shares subject to the 2022 PRSU that are eligible to vest based on the per share consideration in the change of control. In the event Messrs. Bonnot or Sevalia or Dr. Assaderaghi undergo an Involuntary Termination apart from a change of control, only shares subject to the 2022 PRSUs related to a performance goal already achieved but not yet vested may accelerate pursuant to their change of control and severance agreement. In event of a change of control during the performance period and Messrs. Bonnot or Sevalia or Dr. Assaderaghi undergoes an Involuntary Termination within the period of three months prior to 12 months following the change of control, the shares subject to the 2022 PRSUs related to a performance goal already achieved but not yet vested will accelerate and the shares eligible to vest pursuant to recalculated performance goals will accelerate. The following table provides information concerning the estimated payments and benefits that could be provided in the termination circumstances described above, assuming that the relevant termination took place on December 31, 2024.
Potential Payments upon Termination or Change of Control
| Triggering Event | Salary ($)(1) | Bonus ($)(2) | Continuation of Health Insurance ($) | Accelerated Vesting of Stock Awards ($)(3) | Total ($) | | Rajesh Vashist | | | | | | | Involuntary Termination | 850,000 | 850,000 | 51,070 | 11,916,927 | 13,667,997 | | Change of Control | — | — | — | 50,155,612 | 50,155,612 | | Change of Control and Involuntary Termination | 1,700,000 | 1,700,000 | 76,605 | 50,155,612 | 53,632,217 | | Death/Disability | — | — | — | 50,155,612(4) | 50,155,612 | | Elizabeth Howe | | | | | | | Involuntary Termination | 220,500 | — | 11,785 | 3,334,440 | 3,566,725 | | Change of Control and Involuntary Termination | 441,000 | 330,750 | 23,570 | 8,164,797 | 8,960,117 | | Fariborz Assaderaghi (5) | | | | | | | Involuntary Termination | 220,000 | — | 24,882 | 6,575,988 | 6,820,870 | | Change of Control and Involuntary Termination | 440,000 | 330,000 | 49,763 | 13,107,139 | 13,926,902 | | Lionel Bonnot (4) | | | | | | | Involuntary Termination | 220,000 | — | 8,747 | 2,886,930 | 3,115,677 | | Change of Control and Involuntary Termination | 440,000 | 330,000 | 17,494 | 9,418,082 | 10,205,576 | | Piyush Sevalia (4) | | | | | | | Involuntary Termination | 220,000 | — | 15,103 | 2,886,930 | 3,122,033 | | Change of Control and Involuntary Termination | 440,000 | 330,000 | 30,205 | 9,418,082 | 10,218,287 |
Potential Payments upon Termination or Change of Control
(1)Based on base salary on December 31, 2024. (2)Based on target bonus for 2024. (3)The amounts reported reflect the aggregate market value of the unvested shares of our common stock underlying RSU awards, based on the closing stock price of $214.53 per share for our common stock as reported on The Nasdaq Stock Market on December 31, 2024. (4)For purposes of the 2023 TSR PRSUs, 2024 2-YEAR TSR PRSUs and 2024 3-YEAR TSR PRSUs assumes a change of control has occurred in addition to death and disability and includes $38,238,685 as the aggregate market value of the maximum amount of shares subject to those awards.
CEO Pay Ratio
CEO Pay Ratio We determined the ratio of the annual total compensation of our Chief Executive Officer (“CEO”) to the median of the annual total compensation of all our employees (other than the CEO), both calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. For fiscal year 2024, the total compensation of our median employee was $151,187 and the total compensation of our CEO was $12,758,288. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees (other than the CEO) was 84 to 1. This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance. Item 402(u) of Regulation S-K and the applicable guidance provide significant flexibility in how companies identify the median employee and calculate pay ratio, and each company may use a different methodology and make different assumptions, exclusions, or reasonable estimates particular to that company. Therefore, our pay ratio disclosure may not be comparable to the pay ratios reported by other companies, including companies within our industry. To identify the median of the annual total compensation of all of our employees (other than the CEO) for the fiscal year 2024, we applied the following methodology: •We examined the compensation of all of our full-time, part-time, and temporary employees (other than our CEO) as of December 30, 2024. We did not include any independent contractors or “leased” workers, as permitted by SEC rules. •To identify our median employee, we utilized a consistently applied compensation measure consisting of base salary, target cash incentive bonus, and grant date fair value, calculated in accordance with ASC 718, of equity awards granted in fiscal year 2024. •We annualized the base salary and target cash incentive bonus for employees who were employed for less than the full fiscal year. •For employees paid in non-U.S. currencies, we converted their compensation to U.S. dollars. We did not make any cost-of-living adjustments for employees outside of the United States.
PAY VERSUS PERFORMANCE3
PAY VERSUS PERFORMANCE3 As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance. For further information concerning our pay-for-performance and how we align executive compensation with our performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE3
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to non- PEO Named Executive Officers ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($) (6) | Net Income (Loss) (in millions) ($)(7) | Revenue (in millions) ($)(8) | | 2024 | 12,758,288 | 47,708,638 | 4,334,514 | 13,329,220 | 841.29 | 269.24 | (93.6) | 202.7 | | 2023 | 10,596,820 | 13,516,166 | 3,305,266 | 3,311,540 | 478.75 | 225.75 | (80.5) | 144.0 | | 2022 | 9,884,805 | (88,712,800) | 2,978,791 | (18,462,948) | 398.50 | 136.90 | 23.3 | 283.6 | | 2021 | 10,912,539 | 113,390,769 | 3,705,832 | 22,202,889 | 1,147.20 | 213.40 | 32.3 | 218.8 | | 2020 | 2,734,076 | 63,858,083 | 8,640,266 | 13,202,545 | 438.90 | 151.10 | (9.4) | 116.2 |
PAY VERSUS PERFORMANCE3
1.The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Vashist (our Chief Executive Officer, and therefore our Principal Executive Officer (PEO)) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation –Summary Compensation Table.” 2.The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Vashist, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Vashist during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Vashist’s total compensation for 2024 to determine the compensation actually paid:
PAY VERSUS PERFORMANCE3
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to PEO ($) | | 2024 | 12,758,288 | 10,129,922 | 45,080,272 | 47,708,638 |
PAY VERSUS PERFORMANCE3
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2024. (b)The equity award adjustments for 2024 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2024 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2024 (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2024; (iii) for awards that are granted and vest in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2024, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2024, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2024. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: ___________________________ [3] All information provided under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of SiTime under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
PAY VERSUS PERFORMANCE3
| Year | Year End Fair Value of Equity Awards Granted in the Year and Outstanding/Unvested at End of Year ($) | Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value of on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2024 | 33,382,976 | 8,240,042 | 1,563,186 | 4,578,851 | (2,684,783) | — | 45,080,272 |
PAY VERSUS PERFORMANCE3
3.The dollar amounts reported in this column represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Vashist) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Vashist) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Elizabeth A. Howe, Fariborz Assaderaghi, Lionel Bonnot, and Piyush Sevalia; (ii) for 2023, Fariborz Assaderaghi, Lionel Bonnot, Arthur Chadwick (our former chief financial officer), Elizabeth A. Howe, and Piyush Sevalia; (iii) for 2022, Fariborz Assaderaghi, Lionel Bonnot, Arthur Chadwick, and Piyush Sevalia; (iv) for 2021, Lionel Bonnot and Piyush Sevalia; and (v) for 2020, Fariborz Assaderaghi and Vincent Pangrazio. 4.The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Vashist), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Vashist) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Vashist) for 2024 to determine the compensation actually paid, using the same methodology described above in Note 2:
PAY VERSUS PERFORMANCE3
| Year | Average Reported Summary Compensation Table Total for Non-PEO named executive officers ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid to Non- PEO named executive officers ($) | | 2024 | 4,334,514 | 3,173,221 | 12,167,927 | 13,329,220 |
PAY VERSUS PERFORMANCE3
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
PAY VERSUS PERFORMANCE3
| Year | Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding/Unvested at End of Year ($) | Average Change in Fair from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2024 | 8,447,488 | 3,106,629 | 379,488 | 625,832 | (391,511) | — | 12,167,927 |
PAY VERSUS PERFORMANCE3
5.Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. 6.Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Philadelphia Semiconductor Index. 7.The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. 8.While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, for the most recently completed fiscal year, we have determined that revenue growth is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) linking compensation actually paid to company performance. The dollar amounts reported in this column represent the amount of revenue reflected in our audited financial statements for the applicable year. Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance philosophy. The compensation and talent committee determines financial performance measures for our Bonus Plan and equity incentive awards to incentivize our named executive officers to align payouts with our financial success and creation of long-term value for our stockholders. For the most recently completed fiscal year, the most important financial performance measures used by us to link executive compensation actually paid to our named executive officers to our performance are as follows: •Revenue growth; and •Our total stockholder return as compared to the Philadelphia Semiconductor Index (Relative TSR). Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with our performance, all of those measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance and, therefore, do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between the information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR The chart below shows the relationship between the compensation actually paid to Mr. Vashist and the average compensation actually paid to our named executive officers as a group (excluding Mr. Vashist) to our cumulative TSR over the five fiscal years presented in the table. Compensation Actually Paid and Net Income (Loss) The chart below shows the relationship between the compensation actually paid to Mr. Vashist and the average compensation actually paid to our named executive officers as a group (excluding Mr. Vashist) to our GAAP net income (loss) over the five fiscal years presented in the table. Compensation Actually Paid and Revenue The chart below shows the relationship between the compensation actually paid to Mr. Vashist and the average compensation actually paid to our named executive officers as a group (excluding Mr. Vashist) to our GAAP revenue over the five fiscal years presented in the table. Cumulative TSR of SiTime and Cumulative TSR of the Peer Group The chart below shows the relationship between our cumulative TSR and the cumulative TSR of the Philadelphia Semiconductor Index over the five fiscal years presented in the table.
Non-Employee Director Compensation
Non-Employee Director Compensation We have adopted an independent director compensation policy, pursuant to which our non-employee directors will be eligible to receive cash and equity compensation for service on our Board and committees of our Board. We have reimbursed and will continue to reimburse all our non-employee directors for their reasonable expenses incurred in attending meetings of our Board and committees of our Board. For 2024, the Company did not make any changes to the independent director compensation policy. In 2024, our independent director compensation policy provided that non-employee directors receive a $40,000 annual retainer, with an additional $20,000 annual retainer for the lead independent director, as well as the following additional retainers for committee services:
Non-Employee Director Compensation
| Committee | Chair | Member | | Audit Committee | $20,000 | $8,000 | | Compensation and Talent Committee | 20,000 | 8,000 | | Nominating and Corporate Governance Committee | 20,000 | 8,000 |
Non-Employee Director Compensation
Each non-employee director who joins our Board receives RSUs on the date of his or her election to the Board with a grant date value of $250,000, based on the average closing price of our common stock for the 20 trading days ending on the day prior to the grant date. One third of such RSUs vest annually on the February 20, May 20, August 20, or November 20 falling in the anniversary quarter of the date of grant, subject to the non-employee director’s continuous service with us on each applicable vesting date. Non-employee directors who served on the Board for at least six months and continued to serve on the Board after the annual meeting of stockholders receive annual equity compensation in the form of RSUs on the first business day following each of our regular annual stockholder meetings with a grant date value of $250,000, based on the average closing price of our common stock for the 20 trading days ending on the day prior to the grant date. Such RSUs vest (i) on the February 20, May 20, August 20 or November 20 falling in the one year anniversary quarter of the annual stockholder meeting or (ii) if the next year’s annual stockholder meeting date occurs prior to such vesting date and a director’s service would not continue following the annual meeting of stockholders, then on the day prior to the annual meeting of stockholders, in each case subject to the non-employee director’s continuous service with us on the applicable vesting date. In the event of a change in control (as defined in our 2019 Stock Incentive Plan), any unvested RSUs issued pursuant to our independent director compensation policy fully vest, subject to the non-employee director’s continuous service with us on the effective date of the change in control. Our independent director compensation policy provides that the foregoing cash compensation and equity compensation (based on the grant date fair value of the equity compensation) of non-employee directors together cannot exceed in the aggregate $600,000 per calendar year (or $850,000 per calendar year for the first calendar year that a non-employee director serves on the Board).
2024 Director Compensation
2024 Director Compensation The following table sets forth the compensation paid or accrued to or for our non-employee directors in 2024:
2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Raman K. Chitkara | 88,000 | 257,649 | 345,649 | | Edward H. Frank | 56,000 | 257,649 | 313,649 | | Christine A. Heckart | 48,000 | 257,649 | 305,649 | | Torsten G. Kreindl | 68,000 | 257,649 | 325,649 | | Katherine E. Schuelke | 68,000 | 257,649 | 325,649 | | Akira Takata | 40,000 | 257,649 | 297,649 | | Tom D. Yiu | 40,000 | 257,649 | 297,649 |
2024 Director Compensation
__________________________________________________ (1)The valuation of stock awards is calculated using the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718. See Note 8 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024, for the assumptions used in such valuation. All of our non-employee directors received only one equity grant in 2024 with a grant date fair value of $257,649. The following table provides information regarding the aggregate number of unvested shares subject to outstanding equity awards, all of which were RSUs, held by non-employee directors as of December 31, 2024.
2024 Director Compensation
| Name | Number of Shares of Stock Subject to RSUs that Have Not Vested | | Raman K. Chitkara | 2,115 | | Edward H. Frank | 2,115 | | Christine Heckart | 2,115 | | Torsten G. Kreindl | 2,115 | | Katherine E. Schuelke | 2,115 | | Akira Takata | 2,115 | | Tom D. Yiu | 2,115 |
2024 Director Compensation
Directors who are also our employees receive no additional compensation for their service as directors. During the year ended December 31, 2024, Mr. Vashist was our only employee director. See the section titled “Executive Compensation” for additional information about Mr. Vashist’s compensation.
2025 Director Compensation
2025 Director Compensation The nominating and corporate governance committee, which is composed solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our independent director compensation policy. In January 2025, the nominating and corporate governance committee undertook a review of the type and form of compensation paid to our non-employee directors in connection with their service on the Board and its committees. The nominating and corporate governance committee considered the results of an independent analysis completed by Pearl Meyer. As part of this analysis, Pearl Meyer reviewed non-employee director compensation trends and data from companies comprising the same compensation peer group used by the compensation and talent committee in connection with its review of executive compensation. Following this compensation review process and in light of our desire to retain our Board members, attract potential new directors, and provide competitive consideration for the directors’ services, in March 2025, the Board, upon recommendation of the nominating and corporate governance committee, amended our independent director compensation policy. Effective as of March 27, 2025, our independent director compensation policy provides that each non-employee director who joins our Board will receive a one-time initial equity compensation in the form of RSUs on the date of his or her election to the Board with a grant date value of $300,000, based on the average closing price of our common stock for the 20 trading days ending on the day prior to the grant date ("Market Price"). One third of such RSUs will vest annually on the February 20, May 20, August 20, or November 20 falling in the anniversary quarter of the date of grant, subject to the non-employee director’s continuous service with us on each applicable vesting date. In addition, as of March 27, 2025, each non-employee director who receives the one-time initial equity compensation will be eligible to receive a prorated annual grant of RSUs ("Prorated Annual RSU Award") on the first business day following the next regular annual meeting of stockholders with respect to a number of shares of common stock equal to $250,000 divided by the Market Price, multiplied by a fraction, the numerator of which is the number of days between commencement of service as a non-employee director and the date of the next following annual meeting, and the denominator of which is 365. The Prorated Annual RSU Award shall become fully vested on the February 20, May 20, August 20, or November 20 falling in the one-year anniversary quarter of the next following annual meeting. For our non-employee directors who will continue to serve on the Board after the annual meeting of stockholders, our independent director compensation policy provides that such directors will receive annual equity compensation in the form of RSUs on the first business day following each of our regular annual stockholder meetings with a grant date value of $250,000, based on the Market Price. Such RSUs will vest (i) on the February 20, May 20, August 20, or November 20 falling in the one year anniversary quarter of the annual stockholder meeting or (ii) if the next year’s annual stockholder meeting date occurs prior to such vesting date and a director’s service will not continue following the annual meeting of stockholders, then on the day prior to the annual meeting of stockholders, in each case subject to the non-employee director’s continuous service with us on the applicable vesting date. In the event of a change in control (as defined in our 2019 Stock Incentive Plan), any unvested shares subject to RSUs issued pursuant to our independent director compensation policy will fully vest, subject to the non-employee director’s continuous service with us on the effective date of the change in control. In conjunction with the January 2025 review of the type and form of compensation paid to our non-employee directors in connection with their service on the Board and its committees, in March 2025, the nominating and corporate governance committee recommended, and the Board unanimously approved, a one-time equity grant to Christine Heckart with a grant date value of $175,000 that vests in full as of May 2025. The nominating and corporate governance committee evaluated Ms. Heckart's total compensation since joining the Board and decided to make this grant to address a compensation gap that occurred under the independent director compensation policy as it operated prior to its amendment in March 2025. Ms. Heckart joined the Board April in 2021, and received an initial RSU award with a grant date value of $250,000. Prior to the March 2025 amendment to the independent director compensation policy, only directors who had served on the Board for at least six months as of the first business day following the conclusion of the annual meeting of the Company's stockholders were eligible to receive an annual RSU award. As such, Ms. Heckart did not receive an annual RSU award until after the conclusion of the June 2022 annual meeting of stockholders. This grant aligns Ms. Heckart's compensation with the independent director compensation policy, as amended, and puts Ms. Heckart in parity with the other members of the Board.