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Pay vs Performance Disclosure
U_pure in Thousands
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
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, 2023, and 2024:

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)

 

2024

$

4,823,227

 

$

(3,676,973

)

$

1,978,444

 

$

2,341,331

 

$

109

 

$

170

 

$

44,024

 

$

1,311,120

 

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) 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.

(3) 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.

(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

2024

Dr. Keh-Shew Lu

 

 Brett R. Whitmire, Gary Yu, Francis Tang, Emily Yang

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 (1)

 

Minus
 Reported Value of Equity Awards for PEO
(2)

 

Plus
Equity Award Adjustments for PEO
(3)

 

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

 

Compensation Actually Paid to PEO

 

2024

$

4,823,227

 

$

3,821,600

 

$

(4,678,969

)

$

369

 

$

(3,676,973

)

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

 

(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) 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.

(3) 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

 

 

2024

 

 

2023

 

 

2022

 

 

2021

 

 

2020

 

Fair Value of Equity Awards for PEO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

$

4,995,270

 

 

$

10,628,640

 

 

$

7,690,140

 

 

$

11,090,810

 

 

$

11,706,525

 

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

 

(3,991,488

)

 

 

828,753

 

 

 

(8,169,217

)

 

 

9,551,577

 

 

 

4,740,290

 

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

 

(5,682,752

)

 

 

676,329

 

 

 

(4,566,056

)

 

 

7,358,400

 

 

 

2,819,444

 

Total equity award adjustments

 

(4,678,969

)

 

 

12,133,722

 

 

 

(5,045,133

)

 

 

28,000,786

 

 

 

19,266,259

 

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 (1)

 

Minus
Average Reported Value of Equity Awards for Non-PEO NEOs
(2)

 

Plus
Average Equity Award Adjustments for Non-PEO NEOs
(3)

 

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

 

2024

$

1,978,444

 

$

1,446,925

 

$

1,734,384

 

$

75,428

 

$

2,341,331

 

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

 

(1) 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.

(2) 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.

(3) 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

 

 

2024

 

 

2023

 

 

2022

 

 

2021

 

 

2020

 

Fair Value of Equity Awards for Non-PEO NEOs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

$

2,286,269

 

 

$

1,872,090

 

 

$

1,878,755

 

 

$

2,709,562

 

 

$

2,807,663

 

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

 

(462,002

)

 

 

91,255

 

 

 

(885,837

)

 

 

919,834

 

 

 

493,725

 

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

 

(89,883

)

 

 

135,890

 

 

 

(836,481

)

 

 

986,023

 

 

 

368,945

 

Total equity award adjustments

 

1,734,384

 

 

 

2,099,234

 

 

 

156,437

 

 

 

4,615,418

 

 

 

3,670,333

 

       
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

2024

Dr. Keh-Shew Lu

 

 Brett R. Whitmire, Gary Yu, Francis Tang, Emily Yang

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

       
PEO Total Compensation Amount $ 4,823,227 $ 9,483,816 $ 9,045,646 $ 8,137,329 $ 7,856,116
PEO Actually Paid Compensation Amount $ (3,676,973) 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 (1)

 

Minus
 Reported Value of Equity Awards for PEO
(2)

 

Plus
Equity Award Adjustments for PEO
(3)

 

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

 

Compensation Actually Paid to PEO

 

2024

$

4,823,227

 

$

3,821,600

 

$

(4,678,969

)

$

369

 

$

(3,676,973

)

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

 

(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) 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.

(3) 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

 

 

2024

 

 

2023

 

 

2022

 

 

2021

 

 

2020

 

Fair Value of Equity Awards for PEO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

$

4,995,270

 

 

$

10,628,640

 

 

$

7,690,140

 

 

$

11,090,810

 

 

$

11,706,525

 

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

 

(3,991,488

)

 

 

828,753

 

 

 

(8,169,217

)

 

 

9,551,577

 

 

 

4,740,290

 

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

 

(5,682,752

)

 

 

676,329

 

 

 

(4,566,056

)

 

 

7,358,400

 

 

 

2,819,444

 

Total equity award adjustments

 

(4,678,969

)

 

 

12,133,722

 

 

 

(5,045,133

)

 

 

28,000,786

 

 

 

19,266,259

 

       
Non-PEO NEO Average Total Compensation Amount $ 1,978,444 1,955,936 2,466,178 2,189,740 2,051,918
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,341,331 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 (1)

 

Minus
Average Reported Value of Equity Awards for Non-PEO NEOs
(2)

 

Plus
Average Equity Award Adjustments for Non-PEO NEOs
(3)

 

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

 

2024

$

1,978,444

 

$

1,446,925

 

$

1,734,384

 

$

75,428

 

$

2,341,331

 

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

 

(1) 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.

(2) 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.

(3) 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

 

 

2024

 

 

2023

 

 

2022

 

 

2021

 

 

2020

 

Fair Value of Equity Awards for Non-PEO NEOs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

$

2,286,269

 

 

$

1,872,090

 

 

$

1,878,755

 

 

$

2,709,562

 

 

$

2,807,663

 

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

 

(462,002

)

 

 

91,255

 

 

 

(885,837

)

 

 

919,834

 

 

 

493,725

 

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

 

(89,883

)

 

 

135,890

 

 

 

(836,481

)

 

 

986,023

 

 

 

368,945

 

Total equity award adjustments

 

1,734,384

 

 

 

2,099,234

 

 

 

156,437

 

 

 

4,615,418

 

 

 

3,670,333

 

       
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. Additionally, the graphs also describe the relationship between our own TSR versus peer group TSR.

 

img208026329_10.jpg
 

       
Compensation Actually Paid vs. Net Income

img208026329_11.jpg

       
Compensation Actually Paid vs. Company Selected Measure

img208026329_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. Additionally, the graphs also describe the relationship between our own TSR versus peer group TSR.

 

img208026329_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 2024 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 $ 109 114 135 195 125
Peer Group Total Shareholder Return Amount 170 103 129 202 146
Net Income (Loss) $ 44,024,000 $ 227,182,000 $ 331,283,000 $ 228,763,000 $ 98,088,000
Company Selected Measure Amount 1,311,120 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 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 | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (4,678,969) $ 12,133,722 $ (5,045,133) $ 28,000,786 $ 19,266,259
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,995,270 10,628,640 7,690,140 11,090,810 11,706,525
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,991,488) 828,753 (8,169,217) 9,551,577 4,740,290
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,682,752) 676,329 (4,566,056) 7,358,400 2,819,444
PEO | Reported Change in Pension Value and Non-qualified Deferred Compensation Earnings [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 369 341 99 1 22
PEO | Reported Value of Equity Awards for CEO [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,821,600) (8,365,620) (6,250,510) (5,468,930) (5,571,738)
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,734,384 2,099,234 156,437 4,615,418 3,670,333
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,286,269 1,872,090 1,878,755 2,709,562 2,807,663
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (462,002) 91,255 (885,837) 919,834 493,725
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (89,883) 135,890 (836,481) 986,023 368,945
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 75,428 (62,277) 131,013 30,346
Non-PEO NEO | Reported Value of Equity Awards for CEO [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,446,925) $ (1,446,925) $ (1,511,591) $ (1,308,927) $ (1,313,960)