DEF 14A of Credo Technology Group Holding Ltd
Filed Aug 26, 2024 · FY20240001628280-24-038419
ELECTION OF THREE CLASS III DIRECTORS
ELECTION OF THREE CLASS III DIRECTORS
Class III Director Nominees (Term Expiring in 2027)
Class III Director Nominees (Term Expiring in 2027) 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 nine 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 (Lawrence) Cheng and Yat Tung (Job) Lam; Class II directors consist of Sylvia Acevedo, Pantas Sutardja and David Zinsner; and Class III directors consist of Clyde Hosein, 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, Clyde Hosein, Manpreet Khaira and Lip-Bu Tan for election as Class III directors at the Annual Meeting to serve for three-year terms expiring at our 2027 Annual Meeting or until their earlier death, resignation or removal. All of our Class III director nominees are currently directors. In the event that any new nominees are appointed as Class III directors after this Annual Meeting, they will be required to stand for election at our 2027 Annual Meeting and every third annual general meeting thereafter, if nominated to do so. Biographical information for each of the Class III director nominees may be found immediately following this proposal. We have been advised that each of our Class III director nominees is willing to be named as such herein, and each of the Class III director nominees is willing to serve as a director if elected. However, if one or more of the Class III 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 III 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 their 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
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Board Recommendation and Required Vote
| Name | Age(1) | Position(s) | Class | | Director Since | | Director Nominees: | | | | | | | Clyde Hosein | 64 | Independent Director | III | 2024 | | | Manpreet Khaira | 58 | Independent Director | III | 2021 | | | Lip-Bu Tan | 64 | Independent Director | III | 2019 | | | Continuing Directors: | | | | | | | William (Bill) Brennan | 60 | President, Chief Executive Officer and Director | I | 2014 | | | Chi Fung (Lawrence) Cheng | 55 | Chief Technical Officer and Director | I | 2014 | | | Yat Tung Lam | 58 | Chief Operating Officer and Director | I | 2014 | | | Sylvia Acevedo | 66 | Independent Director | II | 2021 | | | Pantas Sutardja | 61 | Independent Director | II | 2015 | | | David Zinsner | 55 | Director | II | 2019 | |
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 III directors for election at the Annual Meeting and periodically throughout the year, our NCG Committee considers the composition of the Board, including the diversity of backgrounds, skills, experience, viewpoints, and leadership styles to allow the Board to most effectively execute its oversight responsibilities. Members of our Board self-identify as set forth in the table below.
Board Diversity
| Board Diversity Matrix | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 1 | 8 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | 6 | — | — | | 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
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Board Diversity
In the below table and biographies, we have included an assessment of the skills and experience of each 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, strategy and goals.
Board Diversity
| | | | | | | | | | | | | | Cybersecurity and Information Technology | ✔ | | | | | | ✔ | | | | | Expertise in information security and cybersecurity, including cyber risk management and implementation of new information technology systems. | | | | | | | | | | | | ESG | ✔ | | ✔ | | | | | ✔ | ✔ | | | Experience in environmental, sustainability and social responsibility. | | | | | | | | | | | | Executive Leadership | ✔ | ✔ | ✔ | ✔ | | ✔ | | | ✔ | | | CEO or executive officer reporting to the CEO of a publicly traded company. | | | | | | | | | | | | Financial Expert | ✔ | ✔ | | | ✔ | | | | ✔ | | | Experience as an executive with oversight responsibility for financial reporting, accounting, financial management, or internal audit or as a partner at an independent audit firm. | | | | | | | | | | | | International | ✔ | | ✔ | | ✔ | ✔ | | ✔ | ✔ | | | Experience overseeing operations of a global enterprise or working in international markets. | | | | | | | | | | | | Mergers & Acquisitions | ✔ | ✔ | | | | | | | ✔ | | | Experience in acquisitions, divestitures, and other corporate transactions, including the integration of acquired businesses. | | | | | | | | | | | | Public Boards | ✔ | | | | ✔ | | ✔ | ✔ | | | | Experience serving on boards of publicly traded companies other than Credo. | | | | | | | | | | | | Risk Management | ✔ | | | | | | | | ✔ | | | Experience overseeing enterprise compliance functions or risk management functions. | | | | | | | | | | | | Semiconductor Industry | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | | Experience as an executive or board member with knowledge of semiconductor technology, products, manufacturing, end customers, supply chain, and market trends. | | | | | | | | | |
Board Diversity
Biographical Information Concerning the Class III Director Nominees
Board Diversity
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Board Diversity
| | Clyde Hosein has served as a member of our Board since April 2024. Mr. Hosein has more than 25 years of experience as a chief financial officer responsible for the finance and accounting functions of publicly traded companies. He has served on the board of directors of Dentsply Sirona Inc. (Nasdaq: XRAY), one of the world’s largest manufacturers of professional dental products and technologies, since September 2020. He has been a member of the board of directors of Wolfspeed (NYSE: WOLF), the global leader in silicon carbide technology, since December 2005. Most recently he served as Chief Financial Officer of AliveCor Inc., a medical device and AI company producing ECG hardware and software for consumer mobile devices, from March 2021 to April 2023. Prior to AliveCor, Mr. Hosein served as Chief Financial Officer of Automation Anywhere, Inc., an enterprise software provider of robotic process automation, from December 2017 to March 2021. From August 2013 to May 2017, he served as Executive Vice President and | | Chief Financial Officer of RingCentral, Inc. His other senior level financial positions have included the following: Chief Financial Officer and Chief Operating Officer of Marvell Technology Group Ltd., Vice President and Chief Financial Officer of Integrated Device Technology, Inc., and Chief Financial Officer at Candescent Technologies. Early in his career, he spent 14 years in financial and engineering roles at IBM Corporation. Mr. Hosein received his B.S. in Industrial Engineering from The Polytechnic Institute of New York University and his M.B.A. in Finance and International Business from the NYU Stern School of Business. | | | We believe Mr. Hosein’s experience as Chief Financial Officer of publicly traded technology companies including of one of the Company’s competitors, his financial expertise, his experience serving as a director and chair of the audit committee of publicly traded companies, and his knowledge of the semiconductor industry qualify him to serve on our Board. | |
Board Diversity
| | 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 CEO of technology companies, his experience as an executive of high-growth semiconductor companies, and his technical expertise qualify him to serve on our Board. | |
Board Diversity
| | 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. Mr. Tan | |
Board Diversity
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Board Diversity
| received his B.S. in Physics from the Nanyang Technological University of Singapore, his M.S. in Nuclear Engineering from the Massachusetts Institute of Technology, his M.B.A. from the University of San Francisco and his Honorary Doctorate Degree from the Humane Letters University of San Francisco. | | We believe Mr. Tan’s experience as CEO of Cadence Design Systems, his deep knowledge of the semiconductor industry including market trends, technology, customers, operations, and growth strategies, and his extensive experience serving on public company boards of directors qualify him to serve on our Board. |
Board Diversity
Class I Directors Continuing in Office Until the 2025 Annual General Meeting
Board Diversity
| | 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 Technology, Inc. ("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 knowledge of our business, products, technology, and customers as well as his career in the semiconductor industry 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 knowledge of our business, products, and technology, as well as his career in the semiconductor industry qualify him to serve on our Board. |
Board Diversity
| | 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 the University of Minnesota. | | We believe Mr. Lam’s technical expertise and his knowledge of our business, products, and technology as well as his experience in the semiconductor industry qualify him to serve on our Board. | |
Board Diversity
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Board Diversity
Class II Directors Continuing in Office Until the 2026 Annual General Meeting
Board Diversity
| | 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 an 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 publicly traded semiconductor company, 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 technology companies, her public company board experience, and her leadership roles in government and non-profits qualify her to serve on our Board. | |
Board Diversity
| | 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 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 of Marvell from January 1995 to February 2013. He received his B.S., M.S. and PhD degrees in Electrical Engineering and Computer Science from the University of California, Berkeley. | | | We believe Mr. Sutardja’s technical expertise and his knowledge of our business, products, and technology, his experience as the co-founder, executive officer, and board member of Marvell, as well as his experience as the founder and Chief Executive Officer of Latticework qualify him to serve on our Board. |
Board Diversity
| | 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, his experience as the Chief Financial Officer of several publicly traded companies, and his knowledge of the semiconductor industry qualify him to serve on our Board. | |
Board Diversity
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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, experience and willingness and ability to devote the time necessary to serve as a director. Although the NCG Committee does not have a formal policy regarding diversity on the Board, the NCG Committee will actively seek out candidates with different skills, experiences, perspectives, backgrounds and of different ages, genders, ethnicities, races and other differences in order 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 skills, 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.
Identifying and Evaluating Nominees for Director
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Identifying and Evaluating Nominees for Director
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 Chief Legal Officer 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 2025 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 III directors has been recommended by the NCG Committee to the Board for reelection as our Class III directors at the Annual Meeting, and the Board has approved such recommendations. Mr. Hosein was appointed as a director by a vote of the Board on March 13, 2024. Two non-management directors recommended to the NCG Committee that Mr. Hosein be considered as a director candidate.
Our Compensation Objectives and Philosophy
Our Compensation Objectives and Philosophy Our executive compensation program, as overseen by our Compensation Committee, is designed to support and incentivize our executive team to ensure the Company’s achievement of its primary business goals and allow the Company to attract and retain executives whose talents, expertise, leadership and contributions are expected to build and sustain growth in long-term shareholder value. As a result, the largest portion of our executives' compensation is delivered in the form of long-term equity incentive awards. The Compensation Committee reviews our compensation policies and overall program design to ensure that they promote closer alignment of our executives' interests with the interests of our shareholders and our business goals, and that the total compensation paid to our executives is fair, reasonable and competitive for our size and stage of development. The key objectives of our compensation program include the following: •Attract, retain and motivate qualified and talented individuals with market competitive compensation. We have structured our compensation program to ensure we are able to attract and retain the talent necessary for us to achieve our business goals. Our Compensation Committee considers compensation data prepared by its independent compensation consultant, Compensia relating to the compensation of executives in similar positions at peer companies determined by the Compensation Committee. Our Compensation Committee focuses generally on the 50th percentile data of peer companies for cash compensation and the 75th percentile data of our peer companies for long-term equity incentive compensation, in light of the strong emphasis on long-term incentives under our executive compensation program.
Compensation Program Governance
| What We Do | | What We Don’t Do | | | ✔ | Equity-based compensation is the most significant element 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 | | ✔ | Cash bonuses require a minimum level of financial performance for any payout | ✘ | No golden parachute excise tax gross-ups | | ✔ | Annual risk assessment of compensation programs | | |
Compensation Process
Compensation Committee reviews and approves, or recommends to the Board for approval, the compensation of our Chief Executive Officer and all other executive officers. The Board including 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 alignment with our business strategy, determine whether any changes would be appropriate and approve their compensation packages and payouts. The Compensation Committee also approves offers of employment and compensation of new executive officers. Role of the Independent Compensation Consultant The Compensation Committee is authorized to engage compensation consulting advisors to provide advice and market data relating to executive and director compensation. Any such compensation consultants 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 by the Compensation Committee as an independent compensation consultant to provide advice and market data regarding executive compensation in fiscal 2024. Consistent with the Company’s compensation philosophy, the Compensation Committee considers compensation practices of peer companies including compensation levels, types of compensation, and compensation program designs. This data helps inform the Compensation Committee’s decision making, but the Committee may also consider other factors including the Company’s financial performance, succession planning considerations, the stage of growth of the Company and other retention and hiring goals. The Committee then generally targets at or near the 50th percentile for cash compensation and at or near the 75th percentile for long-term equity incentive compensation. Peer Group In fiscal 2024, our Compensation Committee, with the assistance of Compensia and senior management, reviewed its compensation peer group of 17 comparable companies in the semiconductor and semiconductor and materials and equipment industries. The companies in this compensation peer group were selected on the basis of revenue and market capitalization to best reflect a group of companies most similar to us. With regard to revenues, the 50th percentile of the peer group was $461 million and with respect to market capitalization, the 50th percentile of the peer group was $1.7 billion. The Compensation Committee reviewed and considered compensation levels of our executive officers against the levels for executive officers in similar 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 2024, the executive compensation peer group consisted of the following companies:
Compensation Process
| Fiscal 2024 Peer Group | | | ACM Research, Inc. (ACMR) | Navitas Semiconductor (NVTS) | | Aehr Test Systems (AEHR) | Onto Innovation Inc. (ONTO) | | Ambarella, Inc. (AMBA) | PDF Solutions, Inc. (PDFS) | | CEVA, Inc. (CEVA) | Power Integrations, Inc. (POWI) | | FormFactor (FORM) | Rambus Inc. (RMBS) | | Impinj, Inc. (PI) | Semtech Corporation (SMTC) | | indie Semiconductor, Inc. (INDI) | SiTime Corporation (SITM) | | Lattice Semiconductor Corporation (LSCC) | Veeco Instruments Inc. (VECO) | | MACOM Technology & Solutions Holdings, Inc. (MTSI) | |
Elements of Compensation
Elements of Compensation Base Salary We set our executives’ base salaries at competitive levels necessary to attract and retain top-performing executives and to compensate executives for their job responsibilities and level of experience. The base salaries are intended to provide a fixed component of compensation that is commensurate with each executive’s experience, role and responsibilities. Effective as of February 1, 2023, the Compensation Committee approved adjustments to the base salaries for our NEOs for calendar year 2023 to better align with competitive market practice for similar public companies as follows: Mr. Brennan increased to $441,000, a 5.0% increase; Mr. Fleming increased to $367,500, a 5.0% increase; Mr. Lam increased to $315,000, a 5.0% increase; Mr. Cheng increased to $367,500, a 5.0% increase; and Mr. Thorngate-Gottlund increased to $301,000, a 7.5% increase. Effective as of January 1, 2024, the Compensation Committee approved the following adjustments for calendar year 2024 in order to bring base salaries to or near the 50th percentile of the Company’s peers: Mr. Brennan’s base salary was increased to $500,000; Mr. Fleming’s base salary was increased to $400,000, and Mr. Lam’s base salary was increased to $330,750. In order to bring Mr. Cheng’s base salary closer to the 50th percentile of the executives with similar positions at the Company’s peers, the Compensation Committee approved an increase in his base salary to $385,875 effective March 15, 2024. As part of her offer of employment in January 2024, the Committee approved a base salary of $375,000 for Ms. Schuelke effective January 26, 2024, the start date of her employment with the Company. Annual Bonuses Prior to the start of fiscal 2024, our Compensation Committee approved target bonus opportunities for fiscal 2024, which considered the target bonus levels of peer companies, for each of our NEOs set as a percentage of base salary, with actual bonuses payable based on the achievement of year-over-year revenue growth and non-GAAP net income percentage metrics for first half of fiscal year 2024 and second half of fiscal year 2024. Non-GAAP net income is calculated from GAAP net income which excludes the effect of share-based compensation expenses, asset impairment and related charges (if applicable), and the related tax effect adjustment to the provision for income taxes. For fiscal 2024, target bonuses as a percentage of base salaries for our NEOs were established as follows: Mr. Brennan: 100%; Mr. Fleming: 65%; Mr. Lam: 50%; Mr. Cheng: 50%; Mr. Thorngate-Gottlund: 50% and Ms. Schuelke: 50%. For first half of fiscal year 2024, year-over-year revenue growth and non-GAAP net income metrics were not achieved, and bonuses were not paid. For second half of fiscal year 2024 bonuses for our NEOs were paid based on the sum of second half revenue growth (year over year) and non-GAAP net income exceeding 45%. For fiscal 2024, bonuses for our NEOs were paid out in the following amounts: Mr. Brennan, $250,000, Mr. Fleming, $130,000, Mr. Cheng, $96,469, Mr. Lam, $82,688, and Ms. Schuelke, $46,875. In connection with his separation from our
Elements of Compensation
Company, Mr. Thorngate-Gottlund did not receive an annual bonus for fiscal 2024. Ms. Schuelke’s bonus was pro-rated based on her partial year of service with us. Ms. Schuelke no longer serves in the role of Chief Legal Officer and Secretary and, effective as of August 12, 2024, will continue to serve in an advisory role through January 31, 2025. Long-Term Equity Compensation Our long-term equity incentive compensation program is designed to align the interests of our NEOs with those of our shareholders by creating multi-year incentives for our NEOs to maximize shareholder value. Using market data provided by Compensia that was based on our peer group, and targeting towards the 75th percentile of that group, the Compensation Committee approved grants of RSUs in fiscal 2024 under our 2021 Long- Term Incentive Plan (the “2021 Plan”) to Messrs. Brennan, Fleming, and Lam with respect to the number of ordinary shares as set forth in the table below, which were granted in early calendar year 2024. The Compensation Committee believes that granting RSUs to our NEOs promotes both shareholder value creation, since the value of the awards ultimately realized by our NEOs is directly impacted by our share or stock price, as well as executive retention, by linking vesting to continuous employment requirements. The RSUs vest over a total of four years as follows: 25% of each of the RSUs vest one year from January 1, 2024, with the balance vesting in equal quarterly installments over the following three years. In connection with Ms. Schuelke’s commencement of employment, the Compensation Committee approved (1) a grant of 300,000 RSUs that are subject to quarterly vesting over four years commencing on January 26, 2024 and (2) a grant of 20,000 RSUs that fully vested one month after her start date on January 26, 2024. In the event of a termination of Ms. Schuelke’s employment by us without “cause” or by her for “good reason” (each as defined in her RSU agreement) within 3 months prior to or 12 months following a change in control (as defined under our 2021 Plan), Ms. Schuelke’s RSUs would have vested in full. The treatment of Ms. Schuelke’s RSUs under her separation agreement is described below. Messrs. Cheng and Thorngate-Gottlund did not receive grants of equity-based compensation in fiscal 2024.
Elements of Compensation
| Name | Number of RSUs | | William (Bill) Brennan | 250,000 | | Daniel Fleming | 100,000 | | Yat Tung (Job) Lam | 100,000 | | Katherine (Kate) E. Schuelke | 320,000 |
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 ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation ($) | Total ($) | | William (Bill) Brennan | 2024 | 460,667 | — | 5,410,000 | 250,000 | — | 6,120,667 | | President, Chief Executive Officer and Director | 2023 | 427,000 | — | 3,022,500 | 430,500 | — | 3,880,000 | | | 2022 | 315,615 | 105,000 | 2,500,000 | 105,000 | — | 3,025,615 | | Daniel Fleming | 2024 | 378,333 | — | 2,164,000 | 130,000 | — | 2,672,333 | | Chief Financial Officer | 2023 | 355,833 | — | 1,209,000 | 233,188 | — | 1,798,021 | | | 2022 | 260,990 | 80,007 | 1,000,000 | 56,875 | — | 1,397,872 | | Yat Tung (Job) Lam | 2024 | 320,250 | — | 2,164,000 | 82,688 | — | 2,566,938 | | Chief Operating Officer | 2023 | 305,000 | — | 1,209,000 | 153,750 | — | 1,667,750 | | | 2022 | 187,500 | 37,500 | 1,000,000 | 37,500 | — | 1,262,500 | | Chi Fung (Lawrence) Cheng | 2024 | 373,625 | — | — | 96,469 | — | 470,094 | | Chief Technology Officer | 2023 | 355,833 | — | 1,209,000 | 179,375 | — | 1,744,208 | | | 2022 | 116,668 | 60,802 | 1,000,000 | 43,750 | — | 1,221,219 | | Katherine (Kate) E. Schuelke | 2024 | 93,750 | — | 7,190,400 | 46,875 | — | 7,331,025 | | Former Chief Legal Officer and Secretary(5) | | | | | | | | | Adam Thorngate-Gottlund | 2024 | 227,004 | — | — | — | — | 227,004 | | Former General Counsel and Secretary(6) | 2023 | 287,000 | — | 604,500 | 145,250 | — | 1,036,750 | | | 2022 | 220,000 | 45,000 | 500,000 | 35,000 | — | 800,000 |
Summary Compensation Table
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Summary Compensation Table
(1)Compensation information for fiscal 2022 and 2023 with respect to Ms. Schuelke is not shown because she was not an employee (or named executive officer) of the Company for those years. (2)The amounts reported reflect discretionary bonuses paid to the NEOs for fiscal 2022. (3)The amounts reported in this column represent the aggregate grant date fair value of the RSUs granted during fiscal 2024, fiscal 2023 and fiscal 2022, 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 2024. (4)The amounts reported reflect payout of bonuses earned under our annual bonus program, as described under “Executive Compensation, Compensation Discussion and Analysis—Elements of Compensation—Annual Bonuses” above. (5)Ms. Schuelke is no longer Chief Legal Officer of the Company, effective August 12, 2024, as described above. (6)Mr. Thorngate-Gottlund stepped down from his position with the Company, effective January 25, 2024.
Grants of Plan-Based Awards for Fiscal Year Ended April 27, 2024
Grants of Plan-Based Awards for Fiscal Year Ended April 27, 2024 The following table shows information regarding the grants of plan-based awards to our NEOs during the fiscal year ended April 27, 2024.
Grants of Plan-Based Awards for Fiscal Year Ended April 27, 2024
| 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 | 4/4/2024 | — | 500,000 | — | 250,000 | $5,410,000 | | Daniel Fleming | 4/4/2024 | — | 192,938 | — | 100,000 | $2,164,000 | | Yat Tung (Job) Lam | 4/4/2024 | — | 165,375 | — | 100,000 | $2,164,000 | | Chi Fung (Lawrence) Cheng | — | — | 260,000 | — | — | $— | | Katherine (Kate) E, Schuelke(3) | 2/12/2024 | — | 187,500 | — | 320,000 | $7,190,400 | | Adam Thorngate-Gottlund(4) | — | _ | 158,025 | — | — | $— |
Grants of Plan-Based Awards for Fiscal Year Ended April 27, 2024
(1) These amounts represent the target bonus opportunities under our fiscal 2024 annual bonus program. There are no threshold or maximum attainment levels. Actual amounts paid under the fiscal 2024 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 2024 annual bonus program. (2) Grant date fair value is calculated in accordance with FASB ASC Topic 718. (3) The vesting commencement date of this award was January 26, 2024. Ms. Schuelke is no longer Chief Legal Officer of the Company, effective August 12, 2024, as described above. (4) Mr. Thorngate-Gottlund did not receive payout of his fiscal 2024 annual bonus as a result of his separation from employment.
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 “Executive Compensation, 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 2024 Fiscal Year End
Outstanding Equity Awards at 2024 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 27, 2024. As a result of his separation from employment, Mr. Thorngate-Gottlund did not hold any outstanding equity awards as of the end of fiscal 2024.
Outstanding Equity Awards at 2024 Fiscal Year End
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Outstanding Equity Awards at 2024 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 (#) | 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 | 4/4/2024(5) | — | — | — | — | 250,000 | 4,640,000 | | | 1/5/2023(3) | — | — | — | — | 171,875 | 3,190,000 | | | 1/26/2022(4) | — | — | — | — | 93,750 | 1,740,000 | | Daniel Fleming | 4/4/2024(5) | — | — | — | — | 100,000 | 1,856,000 | | | 1/5/2023(3) | — | — | — | — | 68,750 | 1,276,000 | | | 1/26/2022(4) | — | — | — | — | 37,500 | 696,000 | | | 11/16/2020 | 46,665 | 10,417 | $2.33 | 11/16/2030 | — | — | | | 5/10/2016 | 68,800 | — | $0.28 | 5/10/2026 | — | — | | Yat Tung (Job) Lam | 4/4/2024(5) | — | — | — | — | 100,000 | 1,856,000 | | | 1/5/2023(3) | — | — | — | — | 68,750 | 1,276,000 | | | 1/26/2022(4) | — | — | — | — | 37,500 | 696,000 | | Chi Fung (Lawrence) Cheng | 1/5/2023(3) | — | — | — | — | 68,750 | 811,000 | | | 1/26/2022(4) | — | — | — | — | 37,500 | 506,875 | | Katherine (Kate) E. Schuelke(6) | 2/12/2024(7) | — | — | — | — | 281,250 | 5,220,000 |
Outstanding Equity Awards at 2024 Fiscal Year End
______________ (1)Reflects the grant of incentive share options to purchase our ordinary shares under the Credo Technology Group Holding Ltd 2015 Stock Plan, as amended (2015 Stock Plan). Effective as of the completion of the Company’s initial public offering in January 2022, the 2015 Stock Plan was terminated and no further awards may be granted under the 2015 Stock Plan, except that any awards outstanding under the 2015 Stock Plan as of such time remain subject to the terms of the 2015 Stock Plan and the applicable award agreement. (2)The market value calculations reported in this column are computed by multiplying $18.56, the closing price per ordinary share on April 26, 2024, by the number of shares underlying the award. (3)Reflects a grant of RSUs, 25% of which vested 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. (4)Reflects a grant of RSUs, 25% of which vested 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. (5)Reflects a grant of RSUs, 25% of which will vest one year from January 2, 2024, with the balance vesting in equal quarterly installments over the following three years, subject to the NEO's continued employment through each vesting date. (6)Ms. Schuelke is no longer Chief Legal Officer of the Company, effective August 12, 2024, as described above. (7)Reflects a grant of RSUs, which will vest in equal quarterly installments over four years from January 26, 2024, 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 providing for potential payouts upon a termination of employment. In addition, Ms. Schuelke was our only NEO who has contractual provisions for payments and benefits in connection with a change in control. Ms. Schuelke’s RSUs provided that in the event of a termination of her employment by us without “cause” or by her for “good reason” (each as defined in her RSU agreement) within 3 months prior to or 12 months following a change in control (as defined in our 2021 Plan), Ms. Schuelke’s RSUs will vest in full. Assuming such a qualifying termination had occurred on April 27, 2024, the value of accelerated vesting of Ms. Schuelke’s RSUs would have been $5,220,000. Ms. Schuelke is no longer Chief Legal Officer of the Company, effective August 12, 2024, as described above. In connection with her separation, Ms. Schuelke entered into a separation agreement as described above.
Option Exercises and Shares Vested for Fiscal Year Ended April 27, 2024
Option Exercises and Shares Vested for Fiscal Year Ended April 27, 2024 The following table shows the information regarding the value of options that were exercised and share awards that vested during the fiscal year ended April 27, 2024:
Option Exercises and Shares Vested for Fiscal Year Ended April 27, 2024
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Option Exercises and Shares Vested for Fiscal Year Ended April 27, 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) (1) | Value Realized on Exercise ($) (2) | Number of Shares Acquired on Vesting (#) (3) | Value Realized on Vesting ($) (2) | | William (Bill) Brennan | — | — | 140,625 | 2,599,531 | | Daniel Fleming | 46,200 | 887,206 | 56,250 | 1,039,813 | | Yat Tung (Job) Lam | — | — | 56,250 | 1,039,813 | | Chi Fung (Lawrence) Cheng | — | — | 56,250 | 1,039,813 | | Katherine (Kate) E. Schuelke (former Chief Legal Officer and Secretary) | — | — | 38,750 | 794,200 | | Adam Thorngate-Gottlund (former General Counsel and Secretary) | 169,353 | 3,441,181 | 21,875 | 382,938 |
Option Exercises and Shares Vested for Fiscal Year Ended April 27, 2024
(1) This column includes the gross number of any options that were exercised during fiscal 2024. (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 2024 and includes any amounts that were withheld for applicable taxes.
CEO Pay Ratio
CEO Pay Ratio Item 402(u) of Regulation S-K requires us to disclose the ratio of the annual total compensation of our principal executive officer to the annual total compensation of our median employee. During fiscal 2024, the principal executive officer of the Company was our President and Chief Executive Officer, William (Bill) Brennan. For fiscal 2024, Mr. Brennan's annual total compensation, as disclosed in the Summary Compensation Table, was $6,120,667 and our median employee’s annual total compensation was $138,816, resulting in a pay ratio of approximately 44:1. We identified the median employee as of April 27, 2024 by aggregating for each applicable employee their fiscal 2024 (A) annual base salary for salaried employees (or hourly rate multiplied by the estimated annual work schedule, for hourly employees), (B) paid incentive compensation, and (C) the estimated grant date fair value for employee equity awards granted in the fiscal year. Amounts paid in foreign currencies were converted into U.S. Dollars using the exchange rates in effect on April 26, 2024, and we annualized the compensation of permanent employees that worked for less than the full year. This calculation was performed for all employees of the Company as of April 27, 2024, excluding Mr. Brennan. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
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,
Pay versus Performance
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Pay versus Performance
for each of fiscal 2024, 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) | | | 2024 | $6,120,667 | | $7,963,167 | | $2,653,479 | | $2,933,163 | | $159.31 | $145.97 | | $(28,369) | | $192,970 | | 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 2024, Daniel Fleming, Yat Tung (Job) Lam, Chi Fung (Lawrence) Cheng, Katherine Schuelke, and Adam Thorngate-Gottlund (former General Counsel and Secretary); (ii) in fiscal 2023, Daniel Fleming, Yat Tung (Job) Lam, Chi Fung (Lawrence) Cheng, and Adam Thorngate-Gottlund; and (iii) 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 2024, fiscal 2023 and fiscal 2022 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 pertaining to the PEO’s and our other NEOs’ compensation for fiscal year 2024, see Executive Compensation, CD&A section.
Pay versus Performance
| | PEO 2024 | PEO 2023 | PEO 2022 | Non-PEOs 2024 | Non-PEOs 2023 | Non-PEOs 2022 | | Summary Compensation Table Total | $6,120,667 | $3,880,000 | $3,025,615 | $2,653,479 | $1,561,682 | $1,330,186 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | $(5,410,000) | $(3,022,500) | $(2,500,000) | $(2,303,680) | $(1,057,875) | $(1,000,000) | | Plus Year-end Fair Value for Awards Granted in the Covered Year | $4,640,000 | $2,027,500 | $2,760,000 | $1,930,240 | $709,625 | $1,104,000 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | $1,796,094 | $(457,813) | $— | $431,062 | $(160,234) | $1,519,558 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | $816,406 | $(100,313) | $— | $222,062 | $58,844 | $139,806 | | Compensation Actually Paid | $7,963,167 | $2,326,874 | $3,285,615 | $2,933,163 | $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 27, 2024, 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 27, 2024, April 29, 2023 and April 30, 2022.
Pay versus Performance
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Pay versus Performance
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
Pay versus Performance
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Pay versus Performance
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 NCG committee, which is composed solely of independent directors, has the primary responsibility for reviewing and making changes to our non-employee director compensation. In the second half of fiscal year 2024, the NCG committee, with the support of Compensia, reviewed the amount of compensation paid to our non-employee directors in connection with their service on the Board and its committees. As part of this review, Compensia presented data regarding non-employee director compensation at companies comprising the same peer group used by the Compensation Committee in connection with its review of executive compensation. As a result of this review, the NCG committee approved increases in certain of the fees paid for service on the board and certain committee roles effective at the beginning of calendar year 2024.
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
For calendar year 2023, non-employee director fees were: (1) $40,000 annual retainer for board service; $20,000 annual retainer for service as chair of the audit committee; (2) $10,000 annual retainer for service as chair of the compensation committee; (3) $10,000 annual retainer for service as chair of the nominating and corporate governance committee; (4) $10,000 annual retainer for service as a member of the audit committee; (5) $5,000 annual retainer for service as a member of the compensation committee, and (6) $5,000 annual retainer for service as a member of the nominating and corporate governance committee. For calendar year 2024, the following changes in non-employee director fees were made: (1) the annual retainer for board service was increased to $50,000; (2) an annual retainer of $50,000 was paid to the non-executive chair; (3) the annual retainer for the compensation committee chair was increased to $15,000; and (4) the annual retainer for service as a member of the compensation committee was increased to $7,500. Director fees are paid quarterly in arrears. On December 20, 2023, the NCG Committee approved two grants of RSUs to each of the non-employee directors then serving with a value of $175,000 each, which was divided by $18.26 the closing share price on December 11, 2023. The RSUs are scheduled to vest upon the earlier of (a) the one (1) year anniversary of the vesting commencement date or (b) the date of the Company’s 2024 Annual General Meeting, in each case subject to the Non-Employee Director continuing to serve as a member of the Board and provide services to the Company through such date. The first RSU grant was made as compensation for the directors’ service during fiscal 2023, since no other grants were made to non-employee directors after our initial public offering. The second RSU grant was made as compensation for fiscal 2024. The following table reflects certain information with respect to the compensation of all non-employee directors of the Company for the fiscal year ended April 27, 2024.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | | Total Compensation ($) | | | Pantas Sutardja | | 48,333 | | 363,962 | | 412,295 | | Lip-Bu Tan | | 81,667 | | 363,962 | | 445,629 | | David Zinsner | | 63,333 | | 363,962 | | 427,295 | | Manpreet Khaira | | 59,167 | | 363,962 | | 423,129 | | Sylvia Acevedo | | 53,333 | | 363,962 | | 417,295 | | Clyde Hosein(3) | | 5,000 | | 366,961 | | 371,961 |
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 2024 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 2024, as calculated in accordance with Topic 718. As of the end of fiscal 2024, non-employee directors held outstanding restricted stock units as follows: (i) Pantas Sutardja — 34,166; (ii) Lip-Bu Tan — 34,166; (iii) David Zinsner — 34,166; (iv) Manpreet Khaira — 34,166; (v) Sylvia Acevedo — 34,166; and (vi) Clyde Hosein — 16,353. In addition, Mr. Zinsner held 100,000 stock options outstanding as of the end of fiscal 2024. No other non-employee directors held outstanding stock options as of such date. (3) Upon election to our board on April 3, 2024, Mr. Hosein received an initial award of RSUs with a target value of $350,000. The number of RSUs subject to the grant was calculated by dividing $350,000 by the trailing 30-day average share price from the date of grant. This initial grant will vest in equal annual installments over three years beginning on the one-year anniversary of his appointment to the board.