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Pay vs Performance Disclosure
U_pure in Thousands
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs (including our principal executive officer(“PEO”), also referred to herein as our “CEO”) as compared to the Company's performance. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnotes (2) and (3) below discuss the adjustments from the Total Compensation for each NEO reported in the Summary Compensation Table above to derive the "compensation actually paid" ("CAP") to each NEO. The following table sets forth additional compensation information of our PEO and our non-PEO NEOs along with total shareholder return ("TSR"), net income, and net sales performance results for fiscal years 2020, 2021, 2022 and 2023:

Pay versus Performance

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100 Investment Based On:

 

 

 

 

 

Year
(a)

Summary Compensation Table Total for PEO
(b)
(1)

 

Compensation Actually Paid to PEO
(c)
(2)

 

Average Summary Compensation
 Table Total for Non-PEO NEOs
(d)

 

Average Compensation Actually Paid to Non-PEO NEOs
(e)
(3)

 

Total Shareholder Return
(f)

 

Peer Group Total Shareholder Return
(g)
(4)

 

Net Income (000)
(h)

 

Net Sales (000) (5)

 

2023

$

9,483,816

 

$

13,252,259

 

$

1,955,936

 

$

2,683,673

 

$

114

 

$

103

 

$

227,182

 

$

1,661,739

 

2022

$

9,045,646

 

$

(2,249,898

)

$

2,466,178

 

$

1,048,748

 

$

135

 

$

129

 

$

331,283

 

$

2,000,580

 

2021

$

8,137,329

 

$

30,669,186

 

$

2,189,740

 

$

5,627,245

 

$

195

 

$

202

 

$

228,763

 

$

1,805,162

 

2020

$

7,856,116

 

$

21,550,659

 

$

2,051,918

 

$

4,438,637

 

$

125

 

$

146

 

$

98,088

 

$

1,229,215

 

(1) The dollar amounts reported are the amounts of total compensation reported for our PEO in the Summary Compensation Table for the applicable fiscal year.

(2) (3) The dollar amounts reported represent the amount of CAP, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our PEO or other NEOs during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year along with changes in pension value and nonqualified deferred compensation earnings. The tables below provide full details.

(4) Reflects cumulative TSR of the Company's Peer Group (as described above in this Proxy Statement) index, as of the applicable fiscal years. See "Compensation Review Process" for the composition of our Peer Group Companies for the applicable year.

(5) Net Sales is the financial measure that the Company believes to be the most important measure (that is not otherwise required to be disclosed in the table) it used in the most recent fiscal year to link CAP to the NEOs. The Company generates revenue from sales of its semiconductor products to direct customers and distributors and recognizes revenue when control is transferred. Revenues are reduced in the period of sale for estimates of product returns and other allowances including distributor adjustments resulting in net sales.

The PEO and other NEOs included in the above compensation columns are comprised of the following:

Year

PEO

 

NON-PEO NEOS

2023

Dr. Keh-Shew Lu

 

 Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland

2022

Dr. Keh-Shew Lu

 

 Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland

2021

Dr. Keh-Shew Lu

 

 Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland

2020

Dr. Keh-Shew Lu

 

 Brett R. Whitmire, Francis Tang, Emily Yang, Julie Holland

To calculate the amounts in the "Compensation Actually Paid to PEO" column in the Pay versus Performance table above, the following amounts were deducted from and added to (as applicable) "Total" compensation of our PEO for each applicable year, as reported in the Summary Compensation Table above.

Compensation Actually Paid to PEO

 

Year

Summary Compensation Table Total for PEO (i)

 

Minus
 Reported Value of Equity Awards for PEO
 (ii)

 

Plus
Equity Award Adjustments for PEO
(iii)

 

Plus
Reported Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings
($)

 

Compensation Actually Paid to PEO

 

2023

$

9,483,816

 

$

8,365,620

 

$

12,133,722

 

$

341

 

$

13,252,259

 

2022

$

9,045,646

 

$

6,250,510

 

$

(5,045,133

)

$

99

 

$

(2,249,898

)

2021

 

8,137,329

 

 

5,468,930

 

 

28,000,786

 

 

1

 

 

30,669,186

 

2020

 

7,856,116

 

 

5,571,738

 

 

19,266,259

 

 

22

 

 

21,550,659

 

(i) The dollar amounts reported are the amounts of total compensation reported for our PEO in the Summary Compensation Table for the applicable fiscal year.

(ii) Represents the grant date fair value of the equity awards to our PEO, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year.

(iii) Represents the year-over-year change in the fair value of equity awards to our PEO, as itemized in the table below. No awards granted in any year vested in the year they were granted. Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (a) for RSU awards, closing price on applicable year-end dates (b) for PSU awards, the same valuation methodology as RSU awards above except year-end share amounts are multiplied by the probability of achievement as of each such date.

Equity Award Adjustments for PEO

 

 

2023

 

 

2022

 

 

2021

 

Fair Value of Equity Awards for PEO

 

 

 

 

 

 

 

 

Plus as of year-end value for awards granted during the year

$

10,628,640

 

 

$

7,690,140

 

 

$

11,090,810

 

Plus year-over-year change of unvested awards granted in previous years

 

828,753

 

 

 

(8,169,217

)

 

 

9,551,577

 

Plus change from prior fiscal year-end awards that vested during the year

 

676,329

 

 

 

(4,566,056

)

 

 

7,358,400

 

Total equity award adjustments

 

12,133,722

 

 

 

(5,045,133

)

 

 

28,000,786

 

To calculate the amounts in the “Average Compensation Actually Paid to Non-PEO NEOs” column in the Pay versus Performance table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-PEO NEOs for each applicable year, as reported in the Summary Compensation Table above.

Average Compensation Actually Paid to Non-PEO NEOs

 

Year

Average Summary Compensation Table Total for Non-PEO NEOs (i)

 

Minus
Average Reported Value of Equity Awards for Non-PEO NEOs
(ii)

 

Plus
Average Equity Award Adjustments for Non-PEO NEOs
(iii)

 

Plus
Average Reported Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings for Non-PEO NEOs
($)

 

Average Compensation Actually Paid to Non-PEO NEOs

 

2023

$

1,955,936

 

$

1,446,925

 

$

2,099,234

 

$

75,428

 

$

2,683,673

 

2022

$

2,466,178

 

$

1,511,591

 

$

156,437

 

$

(62,277

)

$

1,048,748

 

2021

$

2,189,740

 

$

1,308,927

 

$

4,615,418

 

$

131,013

 

$

5,627,245

 

2020

$

2,051,918

 

$

1,313,960

 

$

3,670,333

 

$

30,346

 

$

4,438,637

 

(i) The dollar amounts reported is the average of the amounts of total compensation reported for our Non-PEO NEOs in the Summary Compensation Table for the applicable fiscal year.

(ii) Represents the grant date fair value of the equity awards to our Non-PEO NEOs, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year.

(iii) Represents the year-over-year change in the fair value of equity awards to our Non-PEO NEOS, as itemized in the table below. No awards vested in the year they were granted. Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (a) for RSU awards, closing price on applicable year-end dates (b) for PSU awards, the same valuation methodology as RSU awards above except year-end share amounts are multiplied by the probability of achievement as of each such date.

Average Equity Award Adjustments for Non-PEO NEOs

 

 

2023

 

 

2022

 

 

2021

 

Fair Value of Equity Awards for Non-PEO NEOs

 

 

 

 

 

 

 

 

Plus as of year-end value for awards granted during the year

$

1,872,090

 

 

$

1,878,755

 

 

$

2,709,562

 

Plus year-over-year change of unvested awards granted in previous years

 

91,255

 

 

 

(885,837

)

 

 

919,834

 

Plus change from prior fiscal year-end awards that vested during the year

 

135,890

 

 

 

(836,481

)

 

 

986,023

 

Total equity award adjustments

 

2,099,234

 

 

 

156,437

 

 

 

4,615,418

 

     
Company Selected Measure Name Net Sales      
Named Executive Officers, Footnote

The PEO and other NEOs included in the above compensation columns are comprised of the following:

Year

PEO

 

NON-PEO NEOS

2023

Dr. Keh-Shew Lu

 

 Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland

2022

Dr. Keh-Shew Lu

 

 Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland

2021

Dr. Keh-Shew Lu

 

 Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland

2020

Dr. Keh-Shew Lu

 

 Brett R. Whitmire, Francis Tang, Emily Yang, Julie Holland

     
Peer Group Issuers, Footnote Reflects cumulative TSR of the Company's Peer Group (as described above in this Proxy Statement) index, as of the applicable fiscal years. See "Compensation Review Process" for the composition of our Peer Group Companies for the applicable year.      
PEO Total Compensation Amount $ 9,483,816 $ 9,045,646 $ 8,137,329 $ 7,856,116
PEO Actually Paid Compensation Amount $ 13,252,259 (2,249,898) 30,669,186 21,550,659
Adjustment To PEO Compensation, Footnote

To calculate the amounts in the "Compensation Actually Paid to PEO" column in the Pay versus Performance table above, the following amounts were deducted from and added to (as applicable) "Total" compensation of our PEO for each applicable year, as reported in the Summary Compensation Table above.

Compensation Actually Paid to PEO

 

Year

Summary Compensation Table Total for PEO (i)

 

Minus
 Reported Value of Equity Awards for PEO
 (ii)

 

Plus
Equity Award Adjustments for PEO
(iii)

 

Plus
Reported Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings
($)

 

Compensation Actually Paid to PEO

 

2023

$

9,483,816

 

$

8,365,620

 

$

12,133,722

 

$

341

 

$

13,252,259

 

2022

$

9,045,646

 

$

6,250,510

 

$

(5,045,133

)

$

99

 

$

(2,249,898

)

2021

 

8,137,329

 

 

5,468,930

 

 

28,000,786

 

 

1

 

 

30,669,186

 

2020

 

7,856,116

 

 

5,571,738

 

 

19,266,259

 

 

22

 

 

21,550,659

 

(i) The dollar amounts reported are the amounts of total compensation reported for our PEO in the Summary Compensation Table for the applicable fiscal year.

(ii) Represents the grant date fair value of the equity awards to our PEO, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year.

(iii) Represents the year-over-year change in the fair value of equity awards to our PEO, as itemized in the table below. No awards granted in any year vested in the year they were granted. Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (a) for RSU awards, closing price on applicable year-end dates (b) for PSU awards, the same valuation methodology as RSU awards above except year-end share amounts are multiplied by the probability of achievement as of each such date.

Equity Award Adjustments for PEO

 

 

2023

 

 

2022

 

 

2021

 

Fair Value of Equity Awards for PEO

 

 

 

 

 

 

 

 

Plus as of year-end value for awards granted during the year

$

10,628,640

 

 

$

7,690,140

 

 

$

11,090,810

 

Plus year-over-year change of unvested awards granted in previous years

 

828,753

 

 

 

(8,169,217

)

 

 

9,551,577

 

Plus change from prior fiscal year-end awards that vested during the year

 

676,329

 

 

 

(4,566,056

)

 

 

7,358,400

 

Total equity award adjustments

 

12,133,722

 

 

 

(5,045,133

)

 

 

28,000,786

 

     
Non-PEO NEO Average Total Compensation Amount $ 1,955,936 2,466,178 2,189,740 2,051,918
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,683,673 1,048,748 5,627,245 4,438,637
Adjustment to Non-PEO NEO Compensation Footnote

To calculate the amounts in the “Average Compensation Actually Paid to Non-PEO NEOs” column in the Pay versus Performance table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-PEO NEOs for each applicable year, as reported in the Summary Compensation Table above.

Average Compensation Actually Paid to Non-PEO NEOs

 

Year

Average Summary Compensation Table Total for Non-PEO NEOs (i)

 

Minus
Average Reported Value of Equity Awards for Non-PEO NEOs
(ii)

 

Plus
Average Equity Award Adjustments for Non-PEO NEOs
(iii)

 

Plus
Average Reported Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings for Non-PEO NEOs
($)

 

Average Compensation Actually Paid to Non-PEO NEOs

 

2023

$

1,955,936

 

$

1,446,925

 

$

2,099,234

 

$

75,428

 

$

2,683,673

 

2022

$

2,466,178

 

$

1,511,591

 

$

156,437

 

$

(62,277

)

$

1,048,748

 

2021

$

2,189,740

 

$

1,308,927

 

$

4,615,418

 

$

131,013

 

$

5,627,245

 

2020

$

2,051,918

 

$

1,313,960

 

$

3,670,333

 

$

30,346

 

$

4,438,637

 

(i) The dollar amounts reported is the average of the amounts of total compensation reported for our Non-PEO NEOs in the Summary Compensation Table for the applicable fiscal year.

(ii) Represents the grant date fair value of the equity awards to our Non-PEO NEOs, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year.

(iii) Represents the year-over-year change in the fair value of equity awards to our Non-PEO NEOS, as itemized in the table below. No awards vested in the year they were granted. Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (a) for RSU awards, closing price on applicable year-end dates (b) for PSU awards, the same valuation methodology as RSU awards above except year-end share amounts are multiplied by the probability of achievement as of each such date.

Average Equity Award Adjustments for Non-PEO NEOs

 

 

2023

 

 

2022

 

 

2021

 

Fair Value of Equity Awards for Non-PEO NEOs

 

 

 

 

 

 

 

 

Plus as of year-end value for awards granted during the year

$

1,872,090

 

 

$

1,878,755

 

 

$

2,709,562

 

Plus year-over-year change of unvested awards granted in previous years

 

91,255

 

 

 

(885,837

)

 

 

919,834

 

Plus change from prior fiscal year-end awards that vested during the year

 

135,890

 

 

 

(836,481

)

 

 

986,023

 

Total equity award adjustments

 

2,099,234

 

 

 

156,437

 

 

 

4,615,418

 

     
Compensation Actually Paid vs. Total Shareholder Return

The following graphs illustrates the relationship of CAP for our PEO and the average CAP for our Non-PEO NEOs in relationship to our Total Shareholder Return ("TSR"), net income and net sales the Company Selected Measure. Additionally, the graphs also describe the relationship between our own TSR versus peer group TSR.

 

img207102839_10.jpg
 

     
Compensation Actually Paid vs. Net Income

img207102839_11.jpg 

     
Compensation Actually Paid vs. Company Selected Measure

img207102839_12.jpg 

     
Total Shareholder Return Vs Peer Group

The following graphs illustrates the relationship of CAP for our PEO and the average CAP for our Non-PEO NEOs in relationship to our Total Shareholder Return ("TSR"), net income and net sales the Company Selected Measure. Additionally, the graphs also describe the relationship between our own TSR versus peer group TSR.

 

img207102839_10.jpg
 

     
Tabular List, Table

The three financial performance measures listed in the following table represent an unranked list of the “most important” financial performance measures linking CAP to the NEOs for 2023 and company performance. After net sales, we do not consider any one of the other following financial performance measures to be a more important measure than the other when measuring performance for our company or executive compensation program. See the discussion above in "Compensation Discussion and Analysis" for additional discussion related to executive pay.

Net sales

Operating income

 

Non-GAAP earnings per share

     
Total Shareholder Return Amount $ 114 135 195 125
Peer Group Total Shareholder Return Amount 103 129 202 146
Net Income (Loss) $ 227,182,000 $ 331,283,000 $ 228,763,000 $ 98,088,000
Company Selected Measure Amount 1,661,739 2,000,580 1,805,162 1,229,215
PEO Name Dr. Keh-Shew Lu Dr. Keh-Shew Lu Dr. Keh-Shew Lu Dr. Keh-Shew Lu
Measure:: 1        
Pay vs Performance Disclosure        
Name Net sales      
Measure:: 2        
Pay vs Performance Disclosure        
Name Operating income      
Measure:: 3        
Pay vs Performance Disclosure        
Name Non-GAAP earnings per share      
PEO | Reported Value of Equity Awards for CEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 8,365,620 $ 6,250,510 $ 5,468,930 $ 5,571,738
PEO | Equity Award Adjustments for CEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 12,133,722 (5,045,133) 28,000,786 19,266,259
PEO | Reported Change in Pension Value and Non-qualified Deferred Compensation Earnings [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 341 99 1 22
PEO | As of Year-End Value for Awards Granted During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 10,628,640 7,690,140 11,090,810  
PEO | Year-Over-Year Change of Unvested Awards Granted in Previous Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 828,753 (8,169,217) 9,551,577  
PEO | Change from Prior Fiscal Year-End Awards that Vested During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 676,329 (4,566,056) 7,358,400  
Non-PEO NEO | Reported Value of Equity Awards for CEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,446,925 1,511,591 1,308,927 1,313,960
Non-PEO NEO | Equity Award Adjustments for CEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,099,234 156,437 4,615,418 3,670,333
Non-PEO NEO | Reported Change in Pension Value and Non-qualified Deferred Compensation Earnings [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 75,428 (62,277) 131,013 $ 30,346
Non-PEO NEO | As of Year-End Value for Awards Granted During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,872,090 1,878,755 2,709,562  
Non-PEO NEO | Year-Over-Year Change of Unvested Awards Granted in Previous Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 91,255 (885,837) 919,834  
Non-PEO NEO | Change from Prior Fiscal Year-End Awards that Vested During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 135,890 $ (836,481) $ 986,023