DEF 14A of Credo Technology Group Holding Ltd
Filed Aug 21, 2023 · FY20230001628280-23-030109
ELECTION OF THREE CLASS II DIRECTORS
ELECTION OF THREE CLASS II DIRECTORS
Class II Director Nominees (Term Expiring in 2026)
Class II Director Nominees (Term Expiring in 2026) Our Articles provide that our Board shall consist of such number of directors as fixed by the directors from time to time unless increased or decreased from time to time by the directors or the Company in general meeting. Our Board is currently comprised of eight directors, who are divided into three staggered classes, designated as Class I, Class II and Class III. At each annual general meeting of shareholders, a class of directors will be elected for a three-year term to succeed the class of directors whose terms are then expiring. Class I directors consist of William (Bill) Brennan, Chi Fung Cheng and Yat Tung Lam; Class II directors consist of Pantas Sutardja, David Zinsner and Sylvia Acevedo; and Class III directors consist of Manpreet Khaira and Lip-Bu Tan. After discussing with each director their interest in continuing to serve as directors of the Company, the Nominating and Corporate Governance Committee of our Board (the “NCG Committee”) has recommended, and our Board has nominated, Pantas Sutardja, David Zinsner and Sylvia Acevedo for election as Class II directors at the Annual Meeting to serve for three-year terms expiring at our 2026 Annual Meeting or until their earlier death, resignation or removal. All of our Class II director nominees are currently directors. In the event that any new nominees are appointed as Class II directors after this Annual Meeting, they will be required to stand for election at our 2026 Annual Meeting and every third annual general meeting thereafter, if nominated to do so. As part of our goal of building a diverse board, the NCG Committee seeks highly qualified diverse candidates to add to the Board. As a result, the total number of directors may subsequently increase in the future in accordance with the provisions of our Articles. Biographical information for each of the Class II director nominees may be found immediately following this proposal. We have been advised that each of our Class II director nominees is willing to be named as such herein, and each of the Class II director nominees is willing to serve as a director if elected. However, if one or more of the Class II director nominees should be unable or, for good cause, unwilling to serve as a director, the proxy holders may vote for a substitute nominee recommended by the NCG Committee and approved by our Board or the Board may reduce its size.
Board Recommendation and Required Vote
Board Recommendation and Required Vote Our Board unanimously recommends that you vote FOR each Class II director nominee identified below. Unless authority to do so is withheld, the proxy holders named in the proxy card will vote the shares represented thereby FOR the election of each such nominee. Assuming the presence of a quorum, our Articles require that, in an uncontested election (such as the Annual Meeting), a director nominee will be elected only if such director nominee receives the approval of an ordinary resolution, which requires the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Annual Meeting, vote at the Annual Meeting with respect to his or her election (that is, the number of votes cast “for” that nominee exceeds the number of votes withheld from that nominee) at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome.
Board Recommendation and Required Vote
| Name | Age(1) | Position(s) | Class | | Director Since | | Director Nominees: | | | | | | | Pantas Sutardja | 60 | Independent Director | II | 2015 | | | David Zinsner | 54 | Independent Director | II | 2019 | | | Sylvia Acevedo | 65 | Independent Director | II | 2021 | | | Continuing Directors: | | | | | | | William (Bill) Brennan | 59 | President, Chief Executive Officer and Director | I | 2014 | | | Chi Fung Cheng | 54 | Chief Technical Officer and Director | I | 2014 | | | Yat Tung Lam | 57 | Chief Operating Officer and Director | I | 2014 | | | Lip-Bu Tan | 63 | Independent Director | III | 2019 | | | Manpreet Khaira | 57 | Independent Director | III | 2021 | |
Board Recommendation and Required Vote
(1) The age of each director nominee and continuing director is provided as of the Record Date.
Board Diversity
Board Diversity In connection with nominating Class II directors for election at the Annual Meeting and periodically throughout the year, our NCG Committee considers the composition of the Board, including the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of our company. Members of our Board self-identify as set forth in the table below.
Board Diversity
| Board Diversity Matrix | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 1 | 7 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | 5 | — | — | | Hispanic of Latinx | 1 | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | — | 2 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | 1 | | | | | Did Not Disclose Demographic Background | — | | | |
Board Diversity
Below the biography of each nominee and continuing director, we have included an assessment of the skills and experience of such nominee or continuing director that led to the conclusion he or she should serve as a director, in light of the Company’s business and structure. Biographical Information Concerning the Class II Director Nominees Pantas Sutardja has served as a member of our Board since August 2015. Mr. Sutardja is the founder and has served as Chief Executive Officer of LatticeWork Inc., a consumer electronics company, since 2013. Prior to Credo, Mr. Sutardja co-founded Marvell Technology, Inc. ("Marvell") and served in various positions from January 1995 to February 2014, starting as VP of Engineering and finishing as Chief Technology Officer. He also served on the board of directors at Marvell from January 1995 to February 2013. He received his PhD degree in Electrical Engineering and Computer Science from the University of California, Berkeley. We believe Mr. Sutardja’s prior experience at Marvell, his service on its board of directors and his service as the Chief Executive Officer of Latticework qualify him to serve on our Board. David Zinsner has served as a member of our Board since October 2019. Mr. Zinsner has served as Executive Vice President and Chief Financial Officer of Intel Corporation since January 17, 2022. He previously served as Chief Financial Officer and Senior Vice President at Micron Technology Inc., a publicly-traded semiconductor company, from February 2018 to January 2022. Mr. Zinsner served as the President and Chief Operating Officer of Affirmed Networks Inc., a software company, from April 2017 to February 2018. From January 2009 to April 2017, Mr. Zinsner served as the Senior Vice President of Finance and Chief Financial Officer of Analog Devices, Inc., a multinational semiconductor company. From July 2005 to January 2009, Mr. Zinsner served as the Senior Vice President and Chief Financial Officer of Intersil Corporation, a semiconductor company. Mr. Zinsner holds an M.B.A., Finance and Accounting from Vanderbilt University and a B.S. in Industrial Management from Carnegie Mellon University. We believe Mr. Zinsner’s financial expertise, and his experience as Chief Financial Officer of Intel, qualify him to serve on our Board. Sylvia Acevedo has served as a member of our Board since December 2021. Ms. Acevedo previously served as Chief Executive Officer of Girl Scouts of the United States of America (GSUSA) from June 2016 to August 2020 and as a member of the GSUSA board of directors from October 2008 to June 2016. She served as an Educational Commissioner during the Obama Administration, from May 2011 to January 2016. Previously, Ms. Acevedo had been a technology executive at several technology companies, including Dell Technologies Inc. from June 1997 to June 2001, Autodesk, Inc. from August 1992 to June 1996, Ungermann-Bass Inc. from March 1990 to July 1992 and Apple Inc. from 1988 to 1990. She was one of four founders of Reba Technologies from 2001 to 2002, and was the Chief Executive Officer of CommuniCard LLC, a professional services firm, from October 2002 to March 2013. She has also served as a member of the board of directors of Qualcomm Technologies, Inc., a public technology corporation, since November 2020, and has served as a member of the Governance Committee since November 2020. Ms. Acevedo received a B.S. in Engineering from New Mexico State University and M.S. in Engineering from Stanford University. We believe Ms. Acevedo’s experience as an executive of large semiconductor companies and her public company board experience qualify her to serve on our Board. Class III Directors Continuing in Office Until the 2024 Annual General Meeting Lip-Bu Tan has served as a member of our Board since October 2019. Mr. Tan served on the board of directors of Cadence Design Systems, Inc. ("Cadence"), a multinational computational software company, from 2004 to 2023, as Executive Chair of its board of directors from 2022 to 2023 and as Chief Executive Officer from 2009 to 2021. From January 2009 to November 2017, Mr. Tan also served as President of Cadence. In 1987, Mr. Tan founded Walden International, an international venture capital firm, and has served as its Chairman since its founding. Mr. Tan also serves as a director of Schneider Electric SE, a multinational energy company, and Intel Corporation, a multinational semiconductor chip manufacturer. He previously served on the boards of directors of SoftBank Group Corp., a multinational holding company, from 2020 to 2022 and Hewlett Packard Enterprise Company, a technology company, from 2015 to 2021. Mr. Tan served as a director of Flextronics International Ltd. from 2003 to 2012, Inphi Corporation, a semiconductor component company, from 2002 to 2012, SINA Corporation, a Chinese technology company, from 1999 to 2015, Ambarella, Inc., a fabless semiconductor design company, from 2004 to 2017, Quantenna Communications, Inc., a communication device company, from 2015 to 2018, Semiconductor Manufacturing International Corporation, a semiconductor manufacturing company, from 2001 to 2018, Aquantia Corp., a manufacturer of high-speed transceivers, from 2015 to 2019 and Advanced Micro-Fabrication Equipment Inc. China, a China-based global semiconductor microfabrication equipment company, from 2005 to 2020. We believe Mr. Tan’s extensive experience serving on public company boards of directors qualify him to serve on our Board. Manpreet Khaira has served as a member of our Board since September 2021. Mr. Khaira has served as Vice President and General Manager of Skyworks Solutions, Inc., a publicly-traded innovator of high-performance analog semiconductors connecting people, places and things, since August 2018, when it acquired Avnera Corporation, a manufacturer of low-power analog systems-on-chip technology for audio, voice, speech and sensor applications, which Mr. Khaira co-founded and where he has served as Chairman, President and Chief Executive Officer since November 2003. Previously, Mr. Khaira co-founded and served as Chairman, President and Chief Executive Officer of Mobilian Corporation, a wireless systems company, from February 1999 to November 2003, when it was acquired by Intel. He received his M.S. in Computer Science from Carnegie Mellon University and his B.S. in Computer Science and Engineering from the Indian Institute of Technology, Kharagpur, India. We believe Mr. Khaira’s experience as a founder and executive of high-growth semiconductor companies qualify him to serve on our Board. Class I Directors Continuing in Office Until the 2025 Annual General Meeting William (Bill) Brennan has served as our Chief Executive Officer and as a member of our Board since September 2014 and previously served as the Chief Executive Officer and a member of the board of directors of our predecessor entity from December 2013 to September 2014. Prior to joining Credo, Mr. Brennan served as Executive Vice President of Vital Connect, Inc., a biosensor technology company, where he was responsible for business strategy and partner development, from August 2011 to November 2013. Mr. Brennan also served as Vice President in the storage business unit of Marvell, which develops and produces semiconductors and related technology, from May 2000 to August 2011. Prior to joining Marvell, Mr. Brennan served as an Account Manager with Texas Instruments Incorporated, a technology company that designs and manufactures semiconductors and various ICs, from June 1986 to January 1993. Mr. Brennan received his B.S. in Electrical Engineering and Computer Science from the University of Colorado. We believe Mr. Brennan’s career in the semiconductor industry, including his experience at Marvell, qualify him to serve on our Board.
Board Diversity
Chi Fung (Lawrence) Cheng has served as our Chief Technology Officer and a member of our Board since September 2014 and previously served as the Chief Technology Officer and a member of the board of directors of our predecessor entity from September 2008 to September 2014. Prior to co-founding Credo, Mr. Cheng served as an Engineering Director of analog design for Marvell from November 1997 to August 2008. From 1994 to 1997, Mr. Cheng served as Staff Engineer at Actel Corporation, a manufacturer of integrated circuits. Mr. Cheng received an M.S. in Electrical Engineering from Purdue University. We believe Mr. Cheng’s technical expertise and his experience at Marvell qualify him to serve on our Board. Yat Tung (Job) Lam has served as our Chief Operating Officer and a member of our Board since September 2014. Mr. Lam served as Chief Executive Officer, Chief Operating Officer and a member of the board of directors of our predecessor entity from August 2008 to November 2013, November 2013 to September 2014 and August 2008 to September 2014, respectively. Prior to founding Credo, Mr. Lam served in various roles for Marvell, from Senior Design Engineer when he started in June 1997 to Senior Design Engineering Director by the time he left in August 2008. Mr. Lam also served as a member of the technical staff at Amlogic, Inc., a fabless manufacturing company, from May 1996 to June 1997, and as a Senior Design Engineer at Integrated Device Technology, Inc., which designs, manufactures and markets semiconductor solutions, from May 1993 to June 1996. Mr. Lam holds a B.S. in Electrical Engineering from Oklahoma State University and an M.S. in Electrical Engineering from University of Minnesota. We believe Mr. Lam’s experience at Marvell qualifies him to serve on our Board.
Identifying and Evaluating Nominees for Director
Identifying and Evaluating Nominees for Director In connection with nominating directors for election at annual general meetings and as needed throughout the year, the NCG Committee periodically reviews the composition of the Board in light of current challenges and needs of the Board and its committees and determines whether it may be appropriate to add or remove individuals after considering, among other things, issues of judgment, diversity, age, skills, background and experience. Although the NCG Committee does not have a formal policy regarding diversity on the Board, the NCG Committee is sensitive to the importance of nominating persons with different perspectives and experience to enhance the deliberation and decision-making processes of the Board. Once the NCG Committee and the Board determine that it is appropriate to add a new director, either as a replacement or as a new position, the NCG Committee uses a flexible set of procedures in selecting individual director candidates. This flexibility allows the NCG Committee to adjust the process to best satisfy the objectives it is attempting to accomplish in any director search. The first step in the general process is to identify the type of candidate the NCG Committee may desire for a particular opening, including establishing the specific target skill areas, experiences and backgrounds that are to be the focus of a director search. The NCG Committee may consider candidates recommended by management, members of the NCG Committee, the Board, shareholders or a third party it may engage to conduct a search for possible candidates. In order for a shareholder to have a candidate considered by the NCG Committee, a shareholder should submit the names of the recommended individuals, together with appropriate biographical information and background materials as set forth in our Articles, to the NCG Committee in care of our General Counsel and Secretary, Credo Semiconductor Inc., 110 Rio Robles, San Jose, California 95134. Shareholders who wish to nominate directors for inclusion in our proxy statement, or directly at an annual general meeting in accordance with the procedures in our Articles, should see “Future Shareholder Proposals and Nominations for the 2024 Annual General Meeting—Director Nominations” in this proxy statement for further information. Once candidates are identified, the NCG Committee conducts an evaluation of qualified candidates. The evaluation generally includes interviews and background and reference checks. There is no difference in the evaluation process of a candidate recommended by a shareholder as compared to the evaluation process of a candidate identified by any of the other means described above. In identifying and evaluating potential nominees to serve as directors, the NCG Committee will examine each nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate. If the NCG Committee determines that a candidate should be nominated as a candidate for election to the Board, the candidate’s nomination is then recommended to the Board, and the directors may in turn conduct their own review to the extent they deem appropriate. When the Board has agreed upon a candidate, such candidate is recommended to the shareholders for election at an annual general meeting of shareholders or appointed as a director by a vote of the Board as appropriate. Each of the current Class II directors has been recommended by the NCG Committee to the Board for reelection as our Class II directors at the Annual Meeting, and the Board has approved such recommendations.
Compensation Program Governance
| What We Do | What We Don’t Do | | Equity-based compensation as a significant portion of overall NEO compensation | No hedging or pledging of company securities | | Utilize multi-year vesting for equity-based awards | No excessive perks | | Engagement of an independent compensation consultant to provide information about pay levels and practices of our peers | No supplemental executive retirement plans that provide pension or other benefits to our NEOs | | Regularly review and utilize peer data | No acceleration of equity awards on a “single trigger” basis on a change in control | | Annual risk assessment of compensation programs | No excise tax gross-ups |
Compensation Process
Compensation Process Role of the Compensation Committee and Management The Compensation Committee oversees the development and administration of our executive compensation program, including the underlying philosophy and related policies. The Compensation Committee members are independent members of the Board, as determined under the relevant rules of NASDAQ and the SEC. The Compensation Committee reviews and approves the compensation of our Chief Executive Officer and all other executive officers. The Compensation Committee obtains input from executive officers and senior management regarding the Company’s annual operating plan, expected financial results, and related risks. Annually, the Compensation Committee reviews the base salary, target cash incentive opportunities and equity awards for our executive officers to verify the alignment with our business strategy, determine whether any changes would be appropriate and approve their compensation packages and payouts. Role of the Independent Compensation Consultant The Compensation Committee is authorized to engage compensation consulting firms to provide advice and market data relating to executive and director compensation. Any such compensation consulting firms serve at the discretion of the committee by which they were engaged and provide analysis, advice and guidance with respect to the determination and recommendation of the amount and form of executive and director compensation. As previously discussed, Compensia was engaged to provide advice and market data in fiscal 2023. Consistent with the Company’s compensation philosophy, the Compensation Committee generally targets the 25th and 50th percentile of the peer group determined by Compensia for salary, target bonus opportunity and long-term equity incentive compensation. Peer Group In fiscal 2023, our Compensation Committee, with the assistance of Compensia and senior management, identified and reviewed a compensation peer group of 17 comparable industry-specific companies. The companies in this compensation peer group were selected on the basis of revenue and market cap, among other factors, to best reflect a group of companies most similar to us. The Compensation Committee reviewed and considered compensation levels of our executive officers against the levels for executive officers in applicable roles within the compensation peer group to ensure that our executive compensation program remained competitive in the market for continuing to recruit, retain, and incentivize our executive officers and to reward them appropriately for performance achieved. For fiscal 2023, the executive compensation peer group consisted of the following companies:
Compensation Process
| Fiscal 2023 Peer Group | | | ACM Research, Inc. (ACMR) | Onto Innovation Inc. (ONTO) | | Ambarella, Inc. (AMBA) | PDF Solutions, Inc. (PDFS) | | AXT, Inc. (AXTI) | Power Integrations, Inc. (POWI) | | CEVA, Inc. (CEVA) | Rambus Inc. (RMBS) | | CyberOptics Corporation (CYBE) | Semtech Corporation (SMTC) | | Impinj, Inc. (PI) | SiTime Corporation (SITM) | | indie Semiconductor, Inc. (INDI) | SkyWater Technology, Inc. (SKYT) | | Lattice Semiconductor Corporation (LSCC) | Veeco Instruments Inc. (VECO) | | MACOM Technology & Solutions Holdings, Inc. (MTSI) | |
Elements of Compensation
| Name | Number of RSUs | | William (Bill) Brennan | 250,000 | | Daniel Fleming | 100,000 | | Yat Tung (Job) Lam | 100,000 | | Chi Fung (Lawrence) Cheng | 100,000 | | Adam Thorngate-Gottlund | 50,000 |
Summary Compensation Table
Summary Compensation Table The following table shows the compensation paid to or earned by our named executive officers for the fiscal years noted.
Summary Compensation Table
| Name and Principal Position(1) | Fiscal Year | Salary ($) | Bonus ($)(2) | Share Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation(5) | Total ($) | | William (Bill) Brennan | 2023 | 427,000 | — | 3,022,500 | — | 430,500 | 3,880,000 | | President, Chief Executive Officer and Director | 2022 | 315,615 | 105,000 | 2,500,000 | — | 105,000 | 3,025,615 | | | 2021 | 274,006 | 14,061 | — | — | — | 288,067 | | Daniel Fleming | 2023 | 355,833 | — | 1,209,000 | — | 233,188 | 1,798,021 | | Chief Financial Officer | 2022 | 260,990 | 80,007 | 1,000,000 | — | 56,875 | 1,397,872 | | | 2021 | 221,320 | 10,816 | — | 182,224 | — | 414,360 | | Yat Tung (Job) Lam | 2023 | 305,000 | — | 1,209,000 | — | 153,750 | 1,667,750 | | Chief Operating Officer | 2022 | 187,500 | 37,500 | 1,000,000 | — | 37,500 | 1,262,500 | | Chi Fung (Lawrence) Cheng | 2023 | 355,833 | — | 1,209,000 | — | 179,375 | 1,744,208 | | Chief Technology Officer | 2022 | 116,668 | 60,802 | 1,000,000 | | 43,750 | 1,221,219 | | Adam Thorngate-Gottlund | 2023 | 287,000 | — | 604,500 | — | 145,250 | 1,036,750 | | General Counsel and Secretary | 2022 | 220,000 | 45,000 | 500,000 | — | 35,000 | 800,000 | | | 2021 | 194,853 | 10,000 | — | 145,779 | — | 350,632 |
Summary Compensation Table
______________ (1)Compensation information for fiscal 2022 and 2023 with respect to certain named executive officers is not shown because they were not named executive officers for those years. (2)The amounts reported reflect discretionary bonuses paid to the NEOs for fiscal 2022, as described under “—Narrative to Summary Compensation Table—Annual Base Salary and Incentive Compensation” below. (3)The amounts reported in this column represent the aggregate grant date fair value of the restricted share unit (“RSU”) awards granted during fiscal 2023, as calculated in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”). The assumptions used in calculating the grant date fair value of the RSU awards in this column are described in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2023. (4)The amount reported in this column represents the aggregate grant date fair value of share option awards granted to our NEO during fiscal 2021, as calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the option awards are described in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2022. (5)The amounts reported reflect performance target payout based upon 100% achievement of year-over-year revenue growth and non-GAAP net income performance metrics, as described under “—Narrative to Summary Compensation Table—Annual Base Salary and Incentive Compensation” below.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows information regarding the grants of plan-based awards to our NEOs during the fiscal year ended April 29, 2023.
Grants of Plan-Based Awards
| Name | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards | | | | Grant Date | Threshold ($) | Target ($) (1) | Maximum ($) | Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards (2) | | William (Bill) Brennan | 1/5/2023 | — | 430,500 | — | 250,000 | $3,022,500 | | Daniel Fleming | 1/5/2023 | — | 233,188 | — | 100,000 | $1,209,000 | | Yat Tung (Job) Lam | 1/5/2023 | — | 153,750 | — | 100,000 | $1,209,000 | | Chi Fung (Lawrence) Cheng | 1/5/2023 | — | 179,375 | — | 100,000 | $1,209,000 | | Adam Thorngate-Gottlund | 1/5/2023 | — | 145,250 | — | 50,000 | $604,500 |
Grants of Plan-Based Awards
(1) These amounts represent the target cash payouts under our fiscal 2023 annual bonus program. There are no threshold or maximum attainment levels. Actual amounts paid under the fiscal 2023 annual bonus program are included in the column entitled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table above. See “—Elements of Compensation—Annual Bonuses” above for a further description of the fiscal 2023 annual bonus program. (2) Grant date fair value is calculated in accordance with FASB ASC Topic 718.
Narrative to Summary Compensation Table and the Grant of Plan-Based Awards Table
Narrative to Summary Compensation Table and the Grant of Plan-Based Awards Table See “Compensation Discussion and Analysis” for further information relating to each NEO regarding the terms of awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table, the components of executive compensation and other material factors regarding our executive compensation program..
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning unexercised options, shares that have not vested and equity incentive plan awards for our named executive officers as of April 29, 2023.
Outstanding Equity Awards at Fiscal Year End
| | Option Awards(1) | | | | | Share Awards | | | Name | Grant Date | Numbers of Securities Underlying Unexercised Options Exercisable (#) | Numbers of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(3) | | William Brennan | 1/5/2023(4) | — | — | — | — | 250,000 | 2,027,500 | | | 1/26/2022(5) | — | — | — | — | 156,250 | 1,267,188 | | Daniel Fleming | 1/5/2023(4) | — | — | — | — | 100,000 | 811,000 | | | 1/26/2022(5) | — | — | — | — | 62,500 | 506,875 | | | 11/16/2020 | 35,417 | 21,665 | $2.33 | 11/16/2030 | — | — | | | 5/10/2016 | 115,000 | — | $0.28 | 5/10/2026 | — | — | | Yat Tung (Job) Lam | 1/5/2023(4) | — | — | — | — | 100,000 | 811,000 | | | 1/26/2022(5) | — | — | — | — | 62,500 | 506,875 | | Chi Fung (Lawrence) Cheng | 1/5/2023(4) | — | — | — | — | 100,000 | 811,000 | | | 1/26/2022(5) | — | — | — | — | 62,500 | 506,875 | | Adam Thorngate-Gottlund | 1/5/2023(4) | — | — | — | — | 50,000 | 405,500 | | | 1/26/2022(5) | — | — | — | — | 31,250 | 253,438 | | | 11/16/2020 | 51,666 | 28,334 | $2.33 | 11/16/2030 | — | — | | | 5/10/2016 | 101,020 | — | $0.28 | 5/10/2026 | — | — |
Outstanding Equity Awards at Fiscal Year End
(1)Reflects the grant of incentive share options under the Credo Technology Group Holding Ltd 2015 Stock Plan, as amended (2015 Stock Plan), to purchase our ordinary shares. (2)Because all options are exercisable immediately subject to a repurchase right in favor of the Company which lapses as the options vest, this column reflects the number of options held by our NEOs that were unvested as of April 29, 2023. 25% of the options vested on September 1, 2021, and the remaining 75% vested in 36 successive equal monthly installments thereafter, in each case, subject to the NEO's continuous service through the applicable vesting date. (3)The market value calculations reported in this column are computed by multiplying $8.11, the closing price per ordinary share on April 29, 2023, by the number of shares underlying the award. (4)Reflects a grant of RSUs, 25% of which will vest one year from January 5, 2023, with the balance vesting in equal quarterly installments over the following three years, subject to the NEO’s continued employment through each vesting date. (5)Reflects a grant of RSUs, 25% of which will vest one year from September 1, 2022, with the balance vesting in equal quarterly installments over the following three years, subject to the NEO’s continued employment through each vesting date.
Potential Payouts upon Termination or Change in Control
Potential Payouts upon Termination or Change in Control None of our NEOs are party to employment agreements with the Company. As such, none of our NEOs are entitled to potential payments upon termination or change in control such as cash severance or equity acceleration.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table shows the information regarding the value of options that were exercised and stock awards that vested during the fiscal year ended April 29, 2023:
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) (1) | Value Realized on Exercise ($) (2) | Number of Shares Acquired on Vesting (#) (3) | Value Realized on Vesting ($) (2) | | William (Bill) Brennan | — | — | 93,750 | 934,688 | | Daniel Fleming | 117,918 | 1,427,254 | 37,500 | 481,250 | | Yat Tung (Job) Lam | — | — | 37,500 | 481,250 | | Chi Fung (Lawrence) Cheng | — | — | 37,500 | 481,250 | | Adam Thorngate-Gottlund | 9,830 | 95,148 | 18,750 | 240,625 |
Option Exercises and Stock Vested
(1) This column includes the gross number of any options that were exercised during fiscal 2023, and includes any amounts that were withheld for applicable taxes. (2) The value represents the gross number of any options, shares or units that vested, multiplied by the closing price of our ordinary shares on the applicable vesting or exercise date (less the exercise price, as applicable), and includes any amounts that were withheld for applicable taxes. (3) This column includes the gross number of any RSUs that vested during fiscal 2023, and includes any amounts that were withheld for applicable taxes.
Pay versus Performance
Pay versus Performance The following table sets forth the compensation for our Principal Executive Officer (“PEO”) and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of fiscal 2023 and 2022. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income (Loss) and Revenue over such years in accordance with the SEC rules.
Pay versus Performance
| Pay Versus Performance | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | | Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(2) ($) (c) | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($) (d) | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) ($) (e) | | Total Shareholder Return(3) ($) (f) | | Peer Group Total Shareholder Return(3) ($) (g) | Net Income (Loss) (in Thousands)(4) ($) (h) | | Total Revenue (in Thousands)(4) ($) (i) | | | 2023 | $3,880,000 | | $2,326,874 | | $1,561,682 | | $1,112,042 | | $69.61 | $92.32 | | $(16,547) | | $184,194 | | 2022 | $3,025,615 | | $3,285,615 | | $1,330,186 | | $3,093,550 | | $94.76 | $90.00 | | $(22,176) | | $106,477 |
Pay versus Performance
(1)Compensation for our PEO, William (Bill) Brennan, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEOs includes the following named executive officers: (i) in fiscal 2023, Daniel Fleming, Yat Tung (Job) Lam, Chi Fung (Lawrence) Cheng, and Adam Thorngate-Gottlund and (ii) in fiscal 2022, Daniel Fleming and Yat Tung (Job) Lam. (2)Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs in fiscal 2023 and fiscal 202 reflects the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the PEO’s and our other NEOs’ compensation for fiscal year 2023, see Executive Compensation, CD&A section.
Pay versus Performance
| | PEO 2023 | PEO 2022 | Non-PEOs 2023 | Non-PEOs 2022 | | Summary Compensation Table Total | $3,880,000 | $3,025,615 | $1,561,682 | $1,330,186 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | $(3,022,500) | $(2,500,000) | $(1,057,875) | $(1,000,000) | | Plus Year-end Fair Value for Awards Granted in the Covered Year | $2,027,500 | $2,760,000 | $709,625 | $1,104,000 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | $(457,813) | $— | $(160,234) | $1,519,558 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | $(100,313) | $— | $58,844 | $139,806 | | Compensation Actually Paid | $2,326,874 | $3,285,615 | $1,112,042 | $3,093,550 |
Pay versus Performance
Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date. The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the Summary Compensation Table. Service costs is calculated as the actuarial present value of benefits under all pension plans attributable to services rendered during the applicable fiscal year. Prior service costs is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributable by the benefit formula to services rendered in periods prior to the applicable amendment. (3)TSR is cumulative for the measurement periods beginning on January 27, 2022 and ending on April 29, 2023 and April 30, 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the PHLX Semiconductor Index, same as our Peer Group as set forth in the performance graph included in our annual report. (4)Reflect “Net Income (Loss)” and "Total Revenue" in the Company’s Consolidated Statements of Operation included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended April 29, 2023 and April 30, 2022. Relationship between PEO and Non-PEO NEOs Compensation Actually Paid and Total Shareholder Return ("TSR") The following chart sets forth the relationship between compensation actually paid or (CAP) to our PEO, the average CAP to our Non-PEO NEOs, and the Company's cumulative TSR as well as the PHLX Semiconductor Sector Index cumulative TSR for the fiscal years indicated. Relationship between PEO and Non-PEO NEOs Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between compensation actually paid or (CAP) to our PEO, the average CAP to our Non-PEO NEOs, and the Company's net income (loss) for the fiscal years indicated. Relationship between PEO and Non-PEO NEOs Compensation Actually Paid and Revenue The following chart sets forth the relationship between compensation actually paid or (CAP) to our PEO, the average CAP to our Non-PEO NEOs, and the Company's revenue for the fiscal years indicated.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table reflects certain information with respect to the compensation of all non-employee directors of the Company for the fiscal year ended April 29, 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation to, make any equity awards or non-equity awards to, or pay any other compensation to any of the other non-employee members of our Board in fiscal 2023. Mr. Brennan is a member of our Board who also serves as Chief Executive Officer, Mr. Lam is a member of our Board who also serves as Chief Operating Officer, Mr. Cheng is a member of our Board who also serves as Chief Technology Officer and none of these executives receives any additional compensation for his service as a director.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total Compensation ($) | | Pantas Sutardja | 45,000 | — | 45,000 | | Lip-Bu Tan | 60,000 | — | 60,000 | | David Zinsner | 60,000 | — | 60,000 | | Manpreet Khaira | 55,000 | — | 55,000 | | Sylvia Acevedo | 50,000 | — | 50,000 |
DIRECTOR COMPENSATION
(1) The amounts reported in this column represent the aggregate dollar amount of all fees earned or paid in cash to each non-employee director in fiscal 2023 for their service as a director, including any annual retainer fees, committee and/or chair fees. (2) The amounts reported in this column represent the aggregate grant date fair value of RSUs granted to the directors during fiscal 2023, as calculated in accordance with Topic 718. RSU grants intended to be for fiscal 2023 were made in early fiscal 2024 and will be disclosed in next year's non-employee director compensation table. Our independent directors receive an annual retainer fee of $40,000 for their board service, which will be paid quarterly. Independent directors who serve as the chairpersons and members of the committees will receive additional annual fees as set forth in the table below.
DIRECTOR COMPENSATION
| Committee | Chairperson | Member | | Audit | $20,000 | $10,000 | | Compensation | $10,000 | $5,000 | | Nominating and Corporate Governance | $10,000 | $5,000 |