DEF 14A 1 proxystatement2017.htm DEF 14A Document

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 SCHEDULE 14A
 Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 
Filed by the Registrant x
Filed by a Party other than the Registrant o
 
 
 
 
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
 
o
Definitive Additional Materials
 
 
o
Soliciting Material Pursuant to §240.14a-12
 
 
 MICROSEMI CORPORATION
(Name of Registrant as Specified In Its Charter)
 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.  
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 13, 2018
AND PROXY STATEMENT



Table of Contents
Notice of Annual Meeting of Stockholders
 
Proxy Summary
 
Voting Information
 
Questions & Answers About the Annual Meeting and Voting Procedures
Stock Ownership of Certain Beneficial Owners & Management
Proposal 1 – Election of Directors
Executive Officers
Corporate Governance, Board Meetings & Committees
Director Compensation
Executive Compensation
Compensation Discussion & Analysis
Compensation Committee Report
Compensation Committee Interlocks and Insider Participation
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at 2017 Fiscal Year-End
Option Exercises and Stock Vested
Potential Payments upon Termination or Change in Control
Proposal 2 – Advisory Vote on Executive Compensation
Proposal 3 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
Proposal 4 – Approval of Amendment to the 2008 Performance Incentive Plan
Audit Matters
Audit Committee Report
Proposal 5 – Ratification of Independent Registered Public Accounting Firm
Additional Information
Transactions with Related Persons
Section 16(a) Beneficial Ownership Reporting Compliance
Delivery of Documents to Stockholders Sharing an Address
Annual Report
Other Matters




MICROSEMI CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date & Time:
Tuesday, February 13, 2018, at 10:00 a.m., Pacific Standard Time
 
 
Place:
Our corporate offices located at One Enterprise, Aliso Viejo, California 92656

 
 
 
Items of Business:
1.
To elect the nine director nominees named in the attached Proxy Statement to serve until our next Annual Meeting of Stockholders and until their respective successors are duly elected and qualified (Proposal 1);
 
2.
To approve, on an advisory basis, named executive officer compensation (Proposal 2);
 
3.
To vote, on an advisory basis, on the frequency of future advisory votes on named executive officer compensation (Proposal 3);
 
4.
To approve a proposal to amend the Microsemi Corporation 2008 Performance Incentive Plan (Proposal 4);
 
5.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2018 (Proposal 5); and
 
6.
To transact such other business as may properly come before the Annual Meeting of Stockholders, or any adjournments or postponements thereof.
 
 
 
Record Date:
Only stockholders of record at the close of business on December 18, 2017 are entitled to notice of and to vote at the Annual Meeting of Stockholders and any adjournments or postponements thereof. 
 
 
Proxy Voting:
It is important that all of our stockholders be represented at our Annual Meeting of Stockholders. Stockholders, whether you expect to attend the Annual Meeting of Stockholders in person or not, are urged to vote your shares submitting your proxy as soon as possible. Submitting your proxy or voting instructions does not affect your right to vote in person if you attend the Annual Meeting of Stockholders.
 
 
By Order of the Board of Directors,
 
 
/s/ David Goren
Aliso Viejo, California
 
David Goren
December 20, 2017
 
Secretary

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS

Stockholders may view the Proxy Statement and our 2017 Annual Report on Form 10-K over the Internet by accessing http://www.envisionreports.com/MSCC. Information on this website does not constitute part of the Proxy Statement and shall not be deemed incorporated by reference therein.



Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting your shares. For more complete information regarding the Company’s fiscal year 2017 performance, please review the Company’s 2017 Annual Report on Form 10-K.

Meeting Date and Time:
Meeting Place:
Record Date:
Tuesday, February 13, 2018,
10:00 a.m. Pacific Standard Time
Our principal executive offices at
One Enterprise, Aliso Viejo,
California 92656
December 18, 2017


DIRECTOR NOMINEES
Name
Director
Since
Principal Occupation
Independent
Committee
Membership
James J. Peterson
2000
Chairman and Chief Executive Officer, Microsemi Corporation
 
EC
Dennis R. Leibel
(Lead Independent Director)
2002
Former President, Leibel and Associates
Ÿ
AC, GNC, EC
Kimberly E. Alexy
2016
Principal, Alexy Capital Management
Ÿ
CC, GNC
Thomas R. Anderson
2002
Former Vice President and Chief Financial Officer, QLogic Corporation
Ÿ
AC, GNC, EC
William E. Bendush
2003
Former Senior Vice President and Chief Financial Officer, Applied Micro Circuits Corporation
Ÿ
AC, CC
Richard M. Beyer
2017
Former Chairman and Chief Executive Officer of Freescale Semiconductor, Inc.
Ÿ
GNC
Paul F. Folino
2004
Former Executive Chairman and Chief Executive Officer, Emulex Corporation
Ÿ
CC
William L. Healey
2003
Former President and Chief Executive Officer, Cal Quality Electronics, Inc.
Ÿ
AC, GNC
Matthew E. Massengill
2006
Chairman of the Board, Former Chief Executive Officer and President, Western Digital Corporation
Ÿ
CC
AC: Audit Committee
CC: Compensation Committee
EC: Executive Committee
GNC: Governance & Nominating Committee


Proxy Summary

CORPORATE GOVERNANCE HIGHLIGHTS
PRACTICE
DESCRIPTION
BOARD COMPOSITION AND ACCOUNTABILITY
Independence
A majority of our Board of Directors must be independent. Currently, 89% of our directors are independent and our standing committees consist exclusively of independent directors.
Lead Independent Director
Our Bylaws and Governance Guidelines require a Lead Independent Director with specific duties and responsibilities to ensure independent oversight of management and our Board of Directors whenever our Chief Executive Officer is also Chairman of the Board of Directors.
Majority Voting
Our Board of Directors adopted a majority voting standard for the election of directors in uncontested elections.
Audit Committee Composition
Each member of our Audit Committee qualifies as an audit committee financial expert.
Stock Ownership Guidelines
We require our directors to own not less than the lesser of (1) 10,000 shares of our common stock, or (2) the number of shares of our common stock that have a fair market value equal to three times the amount of the base annual cash retainer paid by us to the director for service on our Board of Directors.
Director Tenure Policies
Our Governance Guidelines require a director to submit a letter of resignation for consideration by the Governance and Nominating Committee upon (i) reaching the age of 75, and (ii) any material change in the director’s principal occupation or business association, unless such change was previously approved by the Board of Directors.
Director Overboarding Policy
Our Governance Guidelines prohibit directors (other than the Chief Executive Officer) from serving on the board of more than four other public companies. Our Chief Executive Officer is prohibited from serving on the board of more than two other public companies.
STOCKHOLDER RIGHTS
Annual Election of Directors
All of our directors are elected annually by our stockholders.
Single Voting Class
Our common stock is the only class of voting shares outstanding.
No Poison Pill
We do not have a poison pill.
No Supermajority Voting
Stockholders have the right to amend our Bylaws or Charter by a majority vote.


Proxy Summary

COMPENSATION HIGHLIGHTS
Our executive compensation program includes a number of features intended to reflect best practices in the market and help ensure the program reinforces stockholder interests by linking the compensation we pay to our executives directly to our performance. These features include the following:
Fiscal year 2017 base salary levels for our Named Executive Officers remained the same as their fiscal year 2016 levels.
As described in the Proxy Statement for our Annual Meeting of Stockholders held in February 2017, Mr. Peterson did not receive an annual equity award for fiscal year 2017 and he will not receive an annual equity award for fiscal year 2018. In fiscal year 2016, Mr. Peterson was issued an equity award that was entirely performance-based, with vesting solely contingent on the company achieving a series of stock price targets that were all significantly higher than the closing price for a share of Company common stock on the Nasdaq Stock Market on the grant date of award and greater than the highest trading price for a share of Company common stock reported on the Nasdaq Stock Market prior to that time.
For fiscal year 2017, our Named Executive Officers (other than Mr. Peterson) were granted annual equity awards that consisted three-fourths of performance shares which vest based on our revenue and earnings-per-share growth over multiple periods, as well as our total shareholder return for the three-year award period relative to our direct industry peers, and one-fourth of time-based restricted stock to facilitate retention and promote shareholder alignment and ownership.
For fiscal year 2018, we further increased the performance focus of our equity program by granting our Named Executive Officers (other than Mr. Peterson) annual equity awards that consisted entirely of performance shares which vest based on our revenue and earnings-per-share growth over multiple periods, as well as our total shareholder return for the three-year award period relative to our direct industry peers.
Our executive bonus program supports the annual and multi-year strategic plan of the Company. The programs for fiscal years 2017 and 2018 measure performance against absolute revenue, earnings per share, and net cash flow goals, which represent key value drivers for our Company. The program also includes a modifier based on our rate of growth for each metric relative to a group of peer companies. In order to further align the Named Executive Officers’ interests with those of our stockholders, the Compensation Committee determined that payments under the bonus program for fiscal year 2017 would be made in shares of our common stock rather than cash for each of the Named Executive Officers other than Mr. Peterson. Payments to Mr. Peterson under the bonus program for fiscal year 2017 would be made in cash because of applicable annual individual equity award grant limits in place under the Microsemi Corporation 2008 Performance Incentive Plan. Fiscal year 2017 bonuses for the Named Executive Officers were determined by the Compensation Committee by applying the objective bonus framework of the fiscal year 2017 executive bonus plan to the Company’s actual performance results.
Our change-in-control agreements include double-triggers and the applicable severance multiplier is limited to two times. None of our change-in-control agreements include "single-trigger" benefits that pay out based solely on a change in control.
Our Board of Directors has adopted a clawback policy, which allows the Board of Directors or the Compensation Committee to recover payments made to the Named Executive Officers under our cash and equity incentive programs in certain circumstances.
Under our stock ownership policy, our Chief Executive Officer is expected to acquire and hold shares of common stock of the Company, or time-based vesting Company restricted stock or restricted stock unit awards, with a value of at least three times his base salary (or, if less, 90,000 shares). Each of our other Named Executive Officers are expected to acquire and hold shares of common stock of the Company, or time-based vesting Company restricted stock or restricted stock unit awards, with a value of at least one times the executive’s base salary (or, if less, 15,000 shares).



Financial Performance Highlights

FINANCIAL PERFORMANCE HIGHLIGHTS
Financial performance highlights for the Company for the fiscal year 2017 measured under generally accepted accounting principles ("GAAP") and non-GAAP include the following:
Record net sales for fiscal year 2017 of $1.81 billion, up 9.5% from the $1.65 billion for fiscal year 2016.
Record GAAP gross profit for fiscal year 2017 of $1.16 billion compared to $937.1 million for fiscal year 2016. Non-GAAP gross profit for fiscal year 2017 was $1.16 billion compared to $1.01 billion for fiscal year 2016.
Record GAAP gross margin for fiscal year 2017 of 63.9%, up 730 basis points from 56.6% reported for fiscal year 2016. Record Non-GAAP gross margin for fiscal year 2017 was 64.0%, up 310 basis points from 60.9% reported for fiscal year 2016.
Record GAAP net income for fiscal year 2017 of $176.3 million or $1.51 per diluted shared. Record non-GAAP net income for fiscal year 2017 of $450.3 million or $3.85 per diluted share.
Record GAAP operating cash flows of $474.7 million for fiscal year 2017 compared to $274.6 million for fiscal year 2016.
Record free cash flows of $420.0 million for fiscal year 2017 compared to $225.8 million for fiscal year 2016.
Our stock price increased by 23% from $41.98 as of fiscal year end 2016 to $51.48 as of fiscal year end 2017 and increased by 27% compared to the Company's closing price on December 18, 2017 of $53.46.
See Appendix A for the definitions of non-GAAP gross profit, gross margin, net income, net income per diluted share and free cash flow, and reconciliations of each of these non-GAAP financial measures to comparable financial measures calculated in accordance with GAAP.


Voting Information

VOTING MATTERS AND BOARD RECOMMENDATIONS
Proposal
Board Recommendation
Page
1.
Election of Nine Director Nominees
FOR
2.
Advisory Approval of Compensation of Named Executive Officers
FOR
3.
Advisory Vote on Frequency of Future Advisory Votes on Compensation of Named Executive Officers
1 YEAR
4.
Approval of Amendment to the Microsemi Corporation 2008 Performance Incentive Plan
FOR
5.
Ratification of Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for fiscal year 2018
FOR
HOW TO CAST YOUR VOTE
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Internet
Phone
Mail
In Person
Follow the instructions provided to you in the notice or separate proxy card or voting instruction form.
Follow the instructions provided to you in the separate proxy card or voting instruction form.
Send your completed and signed proxy card or voting instruction form to the address on your proxy card or voting instruction form.
Ballots will be provided to anyone who attends and wants to vote at the Annual Meeting.



Questions & Answers About the Annual Meeting and Voting Procedures

Our Board of Directors is soliciting your proxy for our Annual Meeting of Stockholders and any and all adjournments or postponements of the meeting, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting of Stockholders is to be held at 10:00 a.m., Pacific Standard Time, on February 13, 2018, at the Company's corporate offices located at One Enterprise, Aliso Viejo, California 92656. This Proxy Statement and the accompanying form of proxy is first being mailed or made available to our stockholders on or about December 20, 2017.  
What information is contained in this proxy statement?

The information contained in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting of Stockholders, the voting process, our Board of Directors and the committees of our Board of Directors, the compensation of directors and of certain executive officers for fiscal year 2017, and other required information. Our 2017 Annual Report on Form 10-K, which includes our audited consolidated financial statements, has also been made available to you.  
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials?
Under the applicable rules of the Securities and Exchange Commission ("SEC"), we may furnish proxy materials, including this proxy statement and our 2017 Annual Report on Form 10-K, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. On or about December 20, 2017, we are mailing the Notice of the Internet Availability of Proxy Materials (the "Notice") to our stockholders (except those stockholders who previously requested electronic or paper delivery of proxy materials), which includes instructions as to how stockholders may access and review all of the proxy materials, including this Proxy Statement and our 2017 Annual Report on Form 10-K, on the Internet and how stockholders may submit a proxy electronically via the Internet. The Notice also contains instructions on how to receive, free of charge, a printed copy of our proxy materials. If you received the Notice, you will not receive a paper copy of the proxy materials unless you request one.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most of our stockholders hold their shares through a broker, bank, trustee or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.  
Stockholder of Record  
If your shares are registered directly in your name with our transfer agent, Computershare Shareowner Services LLC, you are considered, with respect to those shares, the stockholder of record, and we are sending the Notice or these proxy materials directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to us or to a third party, or to vote in person at the Annual Meeting of Stockholders. If you received a printed set of proxy materials by mail, we have enclosed a proxy card for you to use to vote your shares.  
Beneficial Owner  
If your shares are held in a brokerage account or by a bank, trustee or other nominee, you are considered the beneficial owner of shares held in street name, and the Notice or these proxy materials are being forwarded to you on behalf of your broker, bank, trustee or other nominee. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote and you also are invited to attend the Annual Meeting of Stockholders. If you received a printed set of proxy materials, your broker, bank, trustee or other nominee has enclosed a voting instruction form for you to use in directing the broker, bank, trustee or other nominee how to vote your shares. 
Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting of Stockholders unless you obtain a legal proxy from the broker, bank, trustee or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting of Stockholders.

Microsemi Corporation
1

Questions & Answers About the Annual Meeting and Voting Procedures

What items of business will be voted on at the Annual Meeting of Stockholders?
The items of business scheduled to be voted on at the Annual Meeting of Stockholders are:  
The election of the nine director nominees named in this Proxy Statement to serve until our next Annual Meeting of Stockholders and until their respective successors are duly elected and qualified (Proposal 1); 
Approval, on an advisory basis, of Named Executive Officer (as hereinafter defined) compensation (Proposal 2);
Vote, on an advisory basis, on the frequency of future advisory votes on Named Executive Officer compensation (Proposal 3);
Approval of an amendment to the Microsemi Corporation 2008 Performance Incentive Plan (the "2008 Plan") (Proposal 4); and
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2018 (Proposal 5).
We will also consider any other business that properly comes before the Annual Meeting of Stockholders or any adjournments or postponements thereof. See Question "What happens if additional matters are presented at the Annual Meeting of Stockholders?" below.
How does the Board recommend that I vote?
Our Board of Directors recommends that you vote your shares:
"FOR" election of each of the nominees to the Board of Directors (Proposal 1);
"FOR" the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal 2); and
"1 YEAR" with respect to the frequency of future advisory votes on the compensation of our Named Executive Officers (Proposal 3);
"FOR" the approval of the amendment to the 2008 Plan (Proposal 4); and

"FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2018 (Proposal 5).  
What shares can I vote?
Each share of our common stock outstanding as of the close of business on December 18, 2017 (the "record date") is entitled to one vote on each item being voted upon at the Annual Meeting of Stockholders. You may vote all shares owned by you as of the record date, including (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner through a broker, bank, trustee or other nominee. As of the close of business on the record date, 117,502,519 shares of our common stock were outstanding and entitled to vote at the Annual Meeting of Stockholders.  
How can I vote my shares in person at the Annual Meeting?
Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting of Stockholders. Shares held beneficially in street name may be voted in person at the Annual Meeting of Stockholders only if you obtain a legal proxy from the broker, bank, trustee or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting of Stockholders, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

Microsemi Corporation
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Questions & Answers About the Annual Meeting and Voting Procedures

How can I vote my shares without attending the Annual Meeting of Stockholders?
Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting of Stockholders. If you are a stockholder of record, you may vote by submitting a proxy to authorize how your shares are voted. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, bank, trustee or other nominee. For directions on how to vote, please refer to the instructions below and to those included in the Notice or, if you received a printed set of proxy materials, on your proxy card or, for shares held beneficially in street name, the voting instruction form provided by your broker, bank, trustee or other nominee.  
On the Internet – Stockholders may submit proxies via the Internet by following the instructions provided in the Notice or, if you received a printed set of proxy materials, on your proxy card or, if your shares are held beneficially in street name, the voting instruction form.
By Telephone – Stockholders of record who receive a printed set of proxy materials may submit proxies by telephone by following the instructions on their proxy card. Most of our stockholders who hold shares beneficially in street name and who receive a printed set of proxy materials may vote by telephone by calling the number specified on the voting instruction form provided by their broker, bank, trustee or other nominee. Please check the voting instruction form for telephone voting availability.  
By Mail – Stockholders who receive a printed set of proxy materials may submit proxies or voting instructions by completing, signing and dating their proxy card or voting instruction form and mailing it in the accompanying pre-addressed envelope.  
What is the deadline for voting my shares?
If you hold shares as a stockholder of record, your proxy must be received before the commencement of voting at the Annual Meeting of Stockholders, except that if you vote your shares electronically via the Internet or by telephone, your vote by proxy must be received prior to 9:00 p.m., Pacific Standard Time, on the day prior to the Annual Meeting of Stockholders. If you hold shares beneficially in street name with a broker, bank, trustee or other nominee, please comply with the deadlines included in the voting instructions provided by your broker, bank, trustee or other nominee. 
May I change or revoke my vote?
You may change or revoke your vote at any time prior to the vote at the Annual Meeting of Stockholders. If you are a stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to our Secretary at our principal executive offices prior to 9:00 p.m., Pacific Standard Time, on the day prior to the Annual Meeting of Stockholders], or by attending the Annual Meeting of Stockholders and voting in person.
For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, bank, trustee or other nominee, or, if you have obtained a legal proxy from the broker, bank, trustee or other nominee that holds your shares giving you the right to vote the shares, by attending the Annual Meeting of Stockholders and voting in person.  
Attendance at the Annual Meeting of Stockholders will not by itself cause your previously granted proxy or voting instructions to be revoked.  
What is the voting requirement to approve each of the proposals?
In an uncontested election of directors, directors are elected by a majority of the votes cast. In contested elections, the plurality voting standard applies. An election will be a "contested election" if the Secretary of the Company has received one or more notices that a stockholder or stockholders intend to nominate a person or persons for election to the Board of Directors, which notice(s) purports to be in compliance with our Fourth Amended and Restated Bylaws ("Bylaws") and all such nominations have not been withdrawn by the proposing stockholder(s) on or prior to the 10th day preceding the date we first mail our notice of meeting for such meeting to our stockholders. The election of

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Questions & Answers About the Annual Meeting and Voting Procedures

directors at the Annual Meeting of Stockholders will be uncontested. A "majority of the votes cast" means that the number of shares cast "FOR" a nominee's election exceeds the number of votes cast "AGAINST" that nominee's election (with "abstentions" and "broker non-votes" not counted as a vote cast either "FOR" or "AGAINST" that director's election).
An incumbent director who stands for election to the Board of Directors but who fails to receive a majority of the votes cast in an election that is not a contested election shall tender his or her irrevocable resignation to the Chairman of the Board of Directors or the Secretary of the Company promptly following certification of the election results. The Governance and Nominating Committee, or such other committee designated by the Board of Directors pursuant to the Bylaws, shall consider the facts and circumstances relating to the election and the resignation of such incumbent director and make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board of Directors shall act on the resignation, taking into account the Governance and Nominating Committee's recommendation, and we will publicly disclose the Board of Directors' decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision within 90 days following certification of the election results. The Governance and Nominating Committee in making its recommendation and the Board of Directors in making its decision each may consider any factors and other information that they consider appropriate and relevant.
Each of the other proposals to be considered at the Annual Meeting of Stockholders requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter. However, because the advisory vote on named executive officer compensation (Proposal 2), the advisory vote on the frequency of future advisory votes on Named Executive Officer compensation (Proposal 3) and the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal 5) are advisory only, the voting results on these matters are not binding on the Company, the Board of Directors or any committee thereof. The Board of Directors will consider the outcome of the vote on each of these items in considering what action, if any, should be taken in response to the vote by stockholders.  With respect to the advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers (Proposal 3), if no frequency option receives the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting, the Board of Directors will consider the option receiving the highest number of votes as the preferred frequency option of our stockholders.
How are my votes counted?
For all proposals other than the advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers (Proposal 3), you may vote "FOR," "AGAINST" or "ABSTAIN." For purposes of the election of each of the nominees to the Board of Directors (Proposal 1), if you "ABSTAIN" from voting with respect to a director nominee, your abstention has no effect on the proposal and will not be counted as a vote cast either "FOR" or "AGAINST" that director’s election. For all proposals other than Proposal 1 and Proposal 3, if you "ABSTAIN" from voting on these other proposals, your abstention has the same effect as a vote "AGAINST" the proposal. If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. For purposes of the advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers (Proposal 3), you may vote "1 YEAR," "2 YEARS," "3 YEARS" or "ABSTAIN." If you "ABSTAIN" from voting on such proposal, your abstention has no effect on the proposal and will not be counted in determining the preferred frequency of future advisory votes on the compensation of our Named Executive Officers. For all proposals, if you submit your proxy or voting instructions without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board of Directors ("FOR" each of the nominees to our Board of Directors, "FOR" the approval, on an advisory basis, of the compensation of our Named Executive Officers, "1 YEAR" on the frequency of future advisory votes on the compensation of our Named Executive Officers, "FOR" the approval of the amendment to our 2008 Plan and "FOR" ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm), and in the discretion of the proxy holders on any other matters that properly come before the Annual Meeting of Stockholders.
If you hold shares beneficially in street name through a brokerage account and do not provide your broker with voting instructions, your shares may constitute "broker non-votes." Generally, broker non-votes occur on a non-routine matter when a broker has not received voting instructions from a beneficial owner and, pursuant to applicable stock exchange requirements, the broker is not permitted to vote on that non-routine matter without instructions from the beneficial owner, but is permitted to exercise discretion to vote shares held by the beneficial owner on at least one

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Questions & Answers About the Annual Meeting and Voting Procedures

other matter at the meeting without instructions from the beneficial owner. Brokers have discretion to vote a beneficial owner’s shares on Proposal 5, the proposal to ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm, even if the broker does not receive voting instructions from the beneficial owner. However, brokers do not have discretion to vote a beneficial owner’s shares on any of the other proposals (Proposals 1, 2, 3 and 4), unless the broker has received voting instructions from the beneficial owner. Accordingly, if your shares are held in street name through a brokerage account and you do not submit voting instructions to your broker, your shares will constitute broker non-votes with respect to Proposal 1 (the election of directors), Proposal 2 (the advisory vote on Named Executive Officer compensation), Proposal 3 (the advisory vote on the frequency of future advisory votes on Named Executive Officer compensation) and Proposal 4 (approval of the amendment to our 2008 Plan). Broker non-votes will not be counted in determining the outcome of any of these proposals, but will be counted for purposes of determining whether a quorum (as described below) is present.
How many shares must be present or represented to conduct business at the Annual Meeting of Stockholders?

The quorum requirement for holding and transacting business at the Annual Meeting of Stockholders is that holders of a majority of shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting of Stockholders must be present in person or represented by proxy at the Annual Meeting of Stockholders. Shares represented by proxies that reflect abstentions and broker non-votes as described previously in the Question "How are my votes counted?" are counted as shares that are present and entitled to vote for the purpose of determining the presence of a quorum.  
If a quorum is not present at the scheduled time of the Annual Meeting of Stockholders, the Annual Meeting of Stockholders may be adjourned until a quorum is present by either the chairman of the meeting or by a vote of stockholders that are present in person or represented by proxy and entitled to vote at the meeting.  
What happens if additional matters are presented at the Annual Meeting of Stockholders?

Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting of Stockholders. If you grant a proxy, the persons named as proxy holders, James J. Peterson and John W. Hohener, will have discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting of Stockholders. If any of the director nominees named in Proposal 1 is unable to serve or for good cause will not stand as a candidate for director or serve as a director if elected, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by our Board of Directors or for the balance of the nominees, leaving a vacancy on our Board of Directors, unless our Board of Directors chooses to reduce the number of directors serving on our Board of Directors. As of the date of this Proxy Statement, the Board of Directors has no reason to believe that any of the director nominees named in Proposal 1 will be unable or unwilling to stand as a director candidate or serve as a director if elected.
Who will bear the cost of soliciting votes for the Annual Meeting of Stockholders?

Our Board of Directors is making this solicitation, and we will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We also reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to stockholders. We have also engaged D.F. King & Co., Inc. to assist us in connection with the solicitation of proxies for the Annual Meeting of Stockholders for an estimated fee of $13,000, plus a reasonable amount to cover expenses. We have also agreed to indemnify D.F. King & Co., Inc. against certain liabilities arising out of or in connection with this engagement.
Where can I find the voting results of the Annual Meeting of Stockholders?

We intend to announce preliminary voting results at the Annual Meeting of Stockholders. We will also report voting results by filing a Current Report on Form 8-K with the SEC within four business days following the date of the Annual

Microsemi Corporation
5

Questions & Answers About the Annual Meeting and Voting Procedures

Meeting of Stockholders. If final voting results are not known when such report is filed, they will be announced in an amendment to such report within four business days after the final results become known.  
How can I attend the Annual Meeting of Stockholders? What do I need for admission?

You are entitled to attend the Annual Meeting of Stockholders only if you were a stockholder or joint holder as of the close of business on December 18, 2017, the record date for the Annual Meeting of Stockholders, or if you hold your shares in street name, if you hold a valid legal proxy for the Annual Meeting of Stockholders. If you are a stockholder of record, your name will be verified against the list of stockholders of record prior to your being admitted to the Annual Meeting of Stockholders. You should also be prepared to present a valid government-issued photo identification, such as a driver’s license or passport, before being admitted. If you hold your shares beneficially through a broker, bank, trustee or other nominee, you should also provide proof of beneficial ownership on the record date, a copy of the voting instruction form provided by your broker, bank, trustee or other nominee (if you received a printed set of the proxy materials) or other similar evidence of ownership, as well as your photo identification.  We reserve the right to determine the validity of any purported proof of beneficial ownership. If you do not have proof of ownership, you may not be admitted to the Annual Meeting of Stockholders.

May I propose actions for consideration at next year’s Annual Meeting of Stockholders?

Yes. Stockholders interested in submitting a proposal for inclusion in the proxy materials distributed by us for the 2019 Annual Meeting of Stockholders may do so by following the procedures described in Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). To be eligible for inclusion, stockholder proposals must be delivered to us no later than August 22, 2018 and must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. All proposals should be sent to our Secretary at our principal executive offices.  
If you intend to present a proposal at our 2019 Annual Meeting of Stockholders, but you do not intend to have the proposal included in our proxy statement for that meeting, or if you intend to nominate a candidate for election to our Board of Directors, you must deliver notice of your proposal or nomination by following the procedures set forth in Article II, Section 6 of our Bylaws. Your notice must be delivered to our Secretary not earlier than the close of business on October 16, 2018 and not later than the close of business on November 15, 2018. If the notice is not received within these deadlines or does not satisfy the additional notice requirements set forth in Article II, Section 6 of our Bylaws, the proposal or nomination will not be acted upon at the 2019 Annual Meeting of Stockholders.

Microsemi Corporation
6

Stock Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information concerning the beneficial ownership of our common stock, as of December 18, 2017, by (1) each person known by us to own beneficially more than 5% of our outstanding common stock, (2) each director and each nominee for election as a member of our Board of Directors, (3) each of the executive officers named in the Summary Compensation Table included in this Proxy Statement, and (4) all current directors and executive officers as a group. This table is based on information supplied to us by our executive officers, directors and principal stockholders or included in a Schedule 13G or Schedule 13G/A filed with the SEC. Except as otherwise indicated and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned.
Beneficial Owner
 
Amount and Nature of Beneficial Ownership (1)
 
Percentage of Class (2)
Directors and Named Executive Officers:
 
 
 
 
James J. Peterson
 
213,498

 
*

Dennis R. Leibel
 
40,369

(3)
*

Kimberly E. Alexy
 
8,747

 
*

Thomas R. Anderson
 
14,113

 
*

William E. Bendush
 
14,248

 
*

Richard M. Beyer
 
4,666

 
*

Paul F. Folino
 
4,850

(4)
*

William L. Healey
 
11,613

 
*

Matthew E. Massengill
 
17,258

(5)
*

Paul H. Pickle
 
19,030

 
*

John W. Hohener
 
27,234

 
*

Steven G. Litchfield
 
142,326

 
*

David Goren
 
12,629

 
*

All directors and executive officers as a group (14 persons)
 
588,375

 
*

Greater than 5% Stockholders:
 
 
 
 
 
 
 
 
 
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
 
11,921,691

(6)
10.3
%
BlackRock, Inc.
55 East 52nd Street
New York, NY 10022
 
11,753,680

(7)
10.2
%
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355
 
9,174,999

(8)
7.9
%
Waddell & Reed Financial, Inc.
6300 Lamar Avenue
Overland Park, KS 66202
 
7,681,842

(9)
6.7
%

 *
Represents less than 1.0% of the outstanding shares of our common stock.  
(1)
We determine beneficial ownership in accordance with the rules of the SEC. We deem shares subject to options that are currently exercisable or exercisable within 60 days after December 18, 2017 outstanding for purposes of computing the share amount and the percentage ownership of the person holding the stock options, but we do not deem them outstanding for purposes of computing the percentage ownership of any other person.
(2)
Except as noted in footnotes (1) above and (6) through (9) below, we determine applicable percentage ownership based on 117,502,519 shares of our common stock outstanding as of December 18, 2017.
(3)
Includes 7,000 shares held in a defined benefit plan in which Mr. Leibel has sole voting and investment power.

Microsemi Corporation
7

Stock Ownership of Certain Beneficial Owners and Management

(4)
Includes 3,780 shares held by a trust of which Mr. Folino has sole voting and investment power.
(5)
Includes 15,554 shares held by a trust in which Mr. Massengill shares voting and investment power.
(6)
Beneficial and percentage ownership information is based on information contained in a Schedule 13G/A filed on July 10, 2017 by T. Rowe Price Associates, Inc. The schedule indicates that, as of June 30, 2017, T. Rowe Price Associates, Inc., had sole voting power over 2,766,340 shares of our common stock and sole dispositive power over 11,921,691 shares of our common stock.
(7)
Beneficial and percentage ownership information is based on information contained in a Schedule 13G/A filed on January 12, 2017 by BlackRock, Inc. The schedule indicates that, as of December 31, 2016, BlackRock, Inc. had sole voting power over 11,488,715 shares of our common stock and sole dispositive power over 11,753,680 shares of our common stock.
(8)
Beneficial and percentage ownership information is based on information contained in a Schedule 13G/A filed on February 10, 2017 by The Vanguard Group, Inc. ("Vanguard") on its own behalf and on behalf of its subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. The schedule indicates that, as of December 31, 2016, Vanguard had sole voting power over 226,394 shares, shared voting power over 13,032 shares, sole dispositive power 8,941,673 shares and shared dispositive power over 233,326 shares of our common stock.
(9)
Beneficial and percentage ownership information is based on information contained in a Schedule 13G/A filed on February 14, 2017 by Waddell & Reed Financial, Inc. ("Waddell & Reed") on its own behalf and on behalf of certain subsidiaries. The schedule indicates that, as of December 31, 2016, Waddell & Reed, together with its subsidiaries, had sole voting power and sole dispositive power over 7,681,842 shares of our common stock.




Microsemi Corporation
8

Proposal 1 – Election of Directors

Our Bylaws allow for a Board of Directors consisting of not fewer than three and up to thirteen directors, with the number being fixed from time to time by the Board of Directors. Our Board of Directors has fixed the number of directors at nine. Our Board of Directors has nominated all nine of our current directors for re-election to our Board of Directors. The nine nominees for election as directors, if elected, will each serve for a term of one year (ending as of the next Annual Meeting of Stockholders) and until their respective successors are elected and qualified. 
Nominees for Election
Our nominees for election to our Board of Directors at the Annual Meeting of Stockholders include eight independent directors, as defined by the applicable listing standards of The Nasdaq Stock Market, LLC (the "Nasdaq Stock Market"), and one current member of management. Each of the nominees is currently a member of our Board of Directors and has consented to be named in this Proxy Statement and to serve if elected. Subsequent to our 2017 Annual Meeting of Stockholders, Mr. Beyer was identified as a potential candidate by the Governance and Nominating Committee, which evaluated, reviewed and recommended Mr. Beyer to the Board for nomination by the Board of Directors. The Board of Directors met, discussed and approved the Governance and Nominating Committee’s recommendation on September 5, 2017. In the event that, before the Annual Meeting of Stockholders, any of the nominees for director should become unable to serve or for good cause will not serve if elected, the proxy holders may vote for a substitute nominee nominated by our existing Board of Directors to fill the vacancy or for the balance of the nominees, leaving a vacancy, unless our Board of Directors chooses to reduce the number of directors serving on our Board of Directors. Our Board of Directors has no reason to believe that any of the nominees will be unwilling or unable for good cause to serve if elected as a director.
The names and other information of each of the nine nominees below contains information regarding the nominee’s service as a director, business experience, public company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings during the last ten years, if applicable, and the experiences, qualifications, attributes or skills that the Governance and Nominating Committee and the Board of Directors used to determine that the person should serve as a director.
Name
Age
Position With the Company
Director Since
James J. Peterson
62
Chairman of the Board & Chief Executive Officer
2000
Dennis R. Leibel
73
Lead Independent Director
2002
Kimberly E. Alexy
47
Director
2016
Thomas R. Anderson
73
Director
2002
William E. Bendush
68
Director
2003
Richard M. Beyer
69
Director
2017
Paul F. Folino
72
Director
2004
William L. Healey
73
Director
2003
Matthew E. Massengill
56
Director
2006
James J. Peterson

James J. Peterson has been our chairman of the board and chief executive officer since November 2013 and was our president and chief executive officer from 2000 to November 2013. He served as president of LinFinity Microelectronics, Inc., a manufacturer of linear and mixed signal integrated from 1997 to 1999 and as its vice president of sales from 1996 to 1997. We acquired LinFinity Microelectronics, Inc. in 1999. Prior to joining LinFinity Microelectronics, Inc., Mr. Peterson served as senior vice president, worldwide sales & corporate communications of Texas Instruments Storage Products Group from 1984 to 1996.

Specific Qualifications, Attributes, Skills and Experience:

Mr. Peterson possesses significant experience in our industry and contributes detailed knowledge of our Company’s strategy and operations to the Board of Directors.



Microsemi Corporation
9

Proposal 1 – Election of Directors

Dennis R. Leibel

Dennis R. Leibel has been our lead independent director since November 2013 and was our chairman of the board from 2004 to November 2013. Mr. Leibel is currently a retired financial and legal executive, private investor and consultant. He previously held senior positions at management consulting firms Leibel and Associates and Esquire Associates LLC. Mr. Leibel served in senior positions at AST Research, Inc., a desktop, mobile and server PC manufacturer, including senior vice president of Legal and Administration, treasurer and general counsel, from 1985 to 1996. Prior to joining AST Research, Inc., Mr. Leibel served in senior positions at Smith International, Inc., a diversified oilfield services company, including director of taxes, vice president of tax and financial planning and vice president of finance. During his tenure at AST Research, Inc. and Smith International, Inc., both companies were members of the Fortune 500. Mr. Leibel was a Director of Commerce Energy Group, Inc. an electricity and natural gas marketing company based in Costa Mesa, California, from 2005 to 2008 and was a Director of DPAC Technologies Corp., a device networking company based in Hudson, Ohio, from 2006 to 2011.

Specific Qualifications, Attributes, Skills and Experience:

Mr. Leibel brings to the Board of Directors long-term experience in legal, tax and financial matters and experience as a member of senior management within a large organization.

Kimberly E. Alexy

Kimberly E. Alexy currently serves as the principal of Alexy Capital Management, a private investment management firm that she founded in 2005. From 1998 to 2003, Ms. Alexy was senior vice president and managing director of Equity Research for Prudential Securities, the financial services arm of Prudential Financial, Inc., where she served as principal technology hardware analyst for the firm. Prior to joining Prudential Securities, Ms. Alexy was vice president of Equity Research at Lehman Brothers, where she covered the computer hardware sector, from 1995 to 1998, and assistant vice president of Corporate Finance at Wachovia Bank from 1993 to 1995. Ms. Alexy has been a director of CalAmp Corp., a provider of telematics solutions based in Irvine, California, since 2008, Five9, Inc., a provider of cloud contact center software based in San Ramon, California, since 2013, FireEye, Inc., an enterprise cybersecurity company based in Milpitas, California, since 2015, and Alteryx, Inc., a self-service data analytics software provider based in Irvine, California, since 2017. She previously served as a Director of SMART Modular Technologies (WWH), Inc., a memory module and solid state drive manufacturer based in Newark, California, from 2009 to 2011, Southwest Water Company, a water and wastewater utility, from 2009 to 2010, Dot Hill Systems Corp., a storage systems company based in Carlsbad, California, from 2005 to 2010, and VIZIO, Inc., a privately-held consumer electronics company based in Irvine, California, from 2015 to 2017.

Specific Qualifications, Attributes, Skills and Experience:

Ms. Alexy brings to the Board of Directors accounting expertise, extensive experience on public company boards and experience in the financial services industry as an investment professional.

Thomas R. Anderson

Thomas R. Anderson is currently a retired executive and private investor. He served as vice president and chief financial officer of QLogic Corporation, a storage networking technology supplier, from 1993 to 2002. Prior to joining QLogic Corporation, he was corporate senior vice president and chief financial officer of Distributed Logic Corporation, a manufacturer of tape and disk controllers and computer subsystems from 1990 to 1992.

Specific Qualifications, Attributes, Skills and Experience:

Mr. Anderson brings to the Board of Directors long-term experience as a finance professional in the technology industry and experience as a former chief financial officer of public companies.


Microsemi Corporation
10

Proposal 1 – Election of Directors

William E. Bendush

William E. Bendush is currently a retired executive and private investor. He served as senior vice president and chief financial officer of Applied Micro Circuits Corporation, an information technology products supplier, from 1999 to 2003. Prior to joining Applied Micro Circuits Corporation, Mr. Bendush served in varying senior financial positions, including senior vice president and chief financial officer, at Silicon Systems, Inc., a manufacturer of semiconductors for the telecommunications and data storage markets, from 1985 to 1999. Mr. Bendush has been a director of Cohu, Inc., an equipment manufacturer for the semiconductor industry based in Poway, California, since 2011 and was a director of Conexant Systems, Inc., a fabless semiconductor company based in Newport Beach, California, from 2008 to 2011.
 
Specific Qualifications, Attributes, Skills and Experience:

Mr. Bendush brings to the Board of Directors long-term experience as a finance professional in the technology industry and experience as a former chief financial officer of a public company.

Richard M. Beyer

Richard M. Beyer was chairman and chief executive officer of Freescale Semiconductor, Inc., a designer and manufacturer of embedded semiconductors, from 2008 through 2012 and served as a director with Freescale until 2013. Prior to Freescale, Mr. Beyer was President, Chief Executive Officer and a director of Intersil Corporation, a designer and manufacturer of high performance analog solutions, from 2002 to 2008. He has also previously served in executive management roles at FVC.com, VLSI Technology, and National Semiconductor Corporation. He served on the board of directors of Analog Devices, Inc. from 2013 to 2017 and currently serves as chairman of the board of Dialog Semiconductor and a member of the board of directors of Micron Technology, Inc.

Specific Qualifications, Attributes, Skills and Experience:
Mr. Beyer brings to the Board of Directors experience as the chief executive officer and a director at leading technology companies which has given him expertise in the technology industry as well as business operations, finance, corporate development, corporate governance and management.

Paul F. Folino

Paul F. Folino was the executive chairman of the board of Emulex Corporation, an information technology products manufacturer, from 2006 to 2011 and was a director of Emulex Corporation from 1993 to 2015. He was chairman of the board of Emulex Corporation from 2002 to 2006 and its chief executive officer from 1993 to 2006. Prior to joining Emulex Corporation, Mr. Folino served as President and Chief Executive Officer of Thomas-Conrad Corporation, a manufacturer of local area networking products from 1991 to 1993. Mr. Folino has been a director since 2011 and chairman of the board since 2014 of CoreLogic, Inc., a provider of consumer, financial and property information, analytics and services to business and government based in Irvine, California, a director of Lantronix, Inc., a provider of smart machine-to-machine connectivity solutions based in Irvine, California, since 2012, and serves as a member of the board of directors or as a trustee of a number of non-profit organizations.

Specific Qualifications, Attributes, Skills and Experience:

Mr. Folino brings to the Board of Directors business and leadership experience in the technology industry, including experience as a public company chief executive officer in the technology industry.


Microsemi Corporation
11

Proposal 1 – Election of Directors

William L. Healey

William L. Healey is currently a business consultant and private investor. From 2002 to 2005, he served as president and chief executive officer of Cal Quality Electronics, Inc., an electronics manufacturer. From 1999 to 2002, Mr. Healey was a business consultant and private investor. He served as chairman of the board of Smartflex Systems, an electronics manufacturer, from 1996 to 1999 and as its president and chief executive officer from 1989 to 1999. Prior to 1989, Mr. Healey served in a number of senior executive positions with Silicon Systems, Inc., including senior vice president of operations. Mr. Healey has been a director of Sypris Solutions, Inc., a provider of technology-based outsourced services and specialty products based in Louisville, Kentucky, since 1997 and a Director of Pro-Dex, Inc., a motion control and rotary drive systems manufacturer based in Irvine, California, from 2007 to 2013 and its Chairman of the Board from 2010 to 2013.
 
Specific Qualifications, Attributes, Skills and Experience:

Mr. Healey brings to the Board of Directors expertise in strategic planning and operations, experience as a former public company chief executive officer in the electronics sector and experience from service on the boards of directors of several public companies.

Matthew E. Massengill

Matthew E. Massengill is the chairman of the board of Western Digital Corporation, a computer storage technology provider, a position he also held from 2001 to 2007. He also served as Western Digital Corporation’s executive chairman of the board from 2005 to 2007, its chief executive officer from 2000 to 2005 and its president from 2000 to 2002. Mr. Massengill has been a director of Western Digital Corporation since 2000. He was also a director of GT Advanced Technologies, Inc. from 2008 to 2016.

Specific Qualifications, Attributes, Skills and Experience:

Mr. Massengill brings to the Board of Directors technical training and business and leadership experience in the technology industry, including experience as a public company chief executive officer in the technology industry and service on the boards of directors of several public companies.

Vote Required

Each director nominee will be elected at the Annual Meeting of Stockholders if the nominee receives a majority of the votes cast with respect to the nominee's election (that is, the number of votes cast "FOR" the nominee must exceed the number of votes cast "AGAINST" the nominee).
þ
The Board of Directors recommends a vote FOR the election of each of the nominees listed above.

Microsemi Corporation
12

Executive Officers

Executive officers are appointed on an annual basis by our Board of Directors and serve at the discretion of the Board of Directors. The names and other information concerning our executive officers (other than James J. Peterson) are set forth below. The information regarding James J. Peterson is provided under the heading "Election of Directors" above.
Name
Age
Position With the Company
Executive Officer Since
Paul H. Pickle
47
President and Chief Operating Officer since 2013; Executive Vice President, Integrated Circuits Group from 2012 to 2013; Senior Vice President and General Manager, Analog and SoC Products from 2011 to 2012; Vice President and General, Analog Mixed Signal Products Group from 2009 to 2011; Vice President, Worldwide Applications Engineering from 2004 to 2009.
2013
John W. Hohener
62
Executive Vice President, Chief Financial Officer and Treasurer from 2017; Executive Vice President, Chief Financial Officer, Secretary and Treasurer from 2009 to 2017; Vice President, Chief Financial Officer and Secretary since 2008; Vice President of Finance, Treasurer and Chief Accounting Officer since 2007; Vice President of Finance from 2006 to 2007.
2006
Steven G. Litchfield
48
Executive Vice President, Chief Strategy Officer since 2009; Executive Vice President-Analog Mixed Signal Group from 2006 to 2009; Vice President-Corporate Marketing & Business Development from 2003 to 2006; Director of Business Development from 2001 to 2003.
2003
David Goren
59
Senior Vice President, Business Affairs, Legal, Compliance and Secretary from 2017; Senior Vice President, Business Affairs, Legal and Compliance from 2012 to 2017; Vice President, Legal since 2007; General Counsel, PowerDsine, Ltd. (acquired by Microsemi), from 2002 to 2007.
2012
Frederick C. Goerner
69
Executive Vice President of Worldwide Sales and Marketing since 2015. Senior Vice President of Worldwide Sales from 2011 to 2015; Senior Vice President of Marketing, Sales, and Business Development at Quartics Inc., a fabless semiconductor and software company that provides video processing solutions, based in Irvine, California, from 2010 to 2011; President and Chief Executive Officer of Patriot Scientific Corporation, a provider of data sharing and secure data software solutions, based in Carlsbad, California, from 2008 to 2009.
2016

Microsemi Corporation
13

Corporate Governance, Board Meetings & Committees

Corporate Governance

Corporate Governance Guidelines and Code of Ethics  
Our Board of Directors believes that good corporate governance is paramount to ensure that we are managed for the long-term benefit of our stockholders. Our Board of Directors has adopted Governance Guidelines that guide its actions with respect to, among other things, the composition of the Board of Directors, the Board of Directors’ decision-making processes, Board of Directors' meetings and involvement of management and the Board of Directors’ standing committees, and procedures for appointing a Lead Independent Director and members of the committees. In addition, our Board of Directors has adopted a Code of Ethics that applies to all of our employees, directors and officers, including our principal executive officer, principal financial officer, principal accounting officer and other senior financial officers. The Code of Ethics, as applied to our principal executive officer, principal financial officer and principal accounting officer, constitutes our "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and is our "code of conduct" within the meaning of the listing standards of the Nasdaq Stock Market.
Our Code of Ethics and Corporate Governance Guidelines are available on our website under the Corporate Governance section of the Investors tab at http://www.microsemi.com. To the extent required by the applicable rules of the SEC, waivers from, and amendments to, our Code of Ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, will be timely posted on our website under the Corporate Governance section of the Investors tab at http://www.microsemi.com.  
Director Independence  
Our Governance Guidelines provide that a majority of the Board of Directors and all members of the Audit, Compensation, and Governance and Nominating Committees of the Board of Directors will be independent. On an annual basis, each director or executive officer is obligated to complete a Director and Officer Questionnaire that requires disclosure of each director’s business and personal activities as they may relate to the Company, including any transactions with us in which a director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest. Following completion of these questionnaires, the Board of Directors, with the assistance of the Governance and Nominating Committee, makes an annual determination as to the independence of each director using the current standards for "independence" as established by the Nasdaq Stock Market and after consideration of any material relationship a director may have with the Company.  
In December 2017, our Board of Directors affirmatively determined that Dennis R. Leibel, Kimberly E. Alexy, Thomas R. Anderson, William E. Bendush, Richard M. Beyer, Paul F. Folino, William L. Healey and Matthew E. Massengill are independent directors, as "independence" is defined under applicable listing standards of the Nasdaq Stock Market. Mr. James J. Peterson is not an independent director since he serves full-time as our Chairman of the Board and Chief Executive Officer.
Board Leadership Structure  
Our Bylaws and Governance Guidelines provide that (1) the offices of Chairman and Chief Executive Officer are not required to be separated, and (2) if the Chairman of the Board of Directors is not an independent director, the independent directors may choose from among their members a Lead Independent Director. Currently, Mr. Peterson, our Chief Executive Officer, serves as Chairman of the Board of Directors and Mr. Leibel serves as Lead Independent Director.
The Lead Independent Director’s duties and responsibilities include, but are not limited to, the following: preside at all meetings of the Board of Directors at which the Chairman is not present, including executive sessions of the independent directors, and has authority to call meetings of the independent directors; serve as liaison between the Chairman and the independent directors; approve, in consultation with the Chairman, the agenda for meetings of the Board of Directors and an appropriate schedule for meetings of the Board of Directors and its committees; approve information sent to the Board of Directors; and, where necessary, be available for consultation and direct communications with our stockholders.
We do not have a policy regarding whether the roles of Chairman and Chief Executive Officer should be combined or separated. Rather, our Bylaws and Governance Guidelines retain flexibility for the Board of Directors to choose

Microsemi Corporation
14

Corporate Governance, Board Meetings & Committees

its Chairman in any way that it deems best for the Company at any given time, and our Board of Directors periodically reviews the appropriateness and effectiveness of its leadership structure. Although we have in the past separated the roles of Chairman and Chief Executive Officer, the Board of Directors believes that having Mr. Peterson serve in both these roles, coupled with strong independent director leadership, which has been enhanced by the appointment of a Lead Independent Director, is the most appropriate and effective board leadership structure for us at this time.
Board Oversight of Enterprise Risk
Our Board of Directors is responsible for the oversight of enterprise risk and review of our management’s processes for identifying, evaluating, managing, monitoring and mitigating risk to the Company. Management is responsible for establishing these processes, including activities to manage day-to-day risk of our business and operations. Management regularly discusses these topics with our Board of Directors, specifically in relation to our business outlook, strategy and operations. The Board of Directors considers its role in risk management to be of high importance and seeks to ensure that there is an appropriate balance of risk and opportunity.
Our Board of Directors conducts executive sessions of independent directors at each regularly-scheduled meeting. Our Board of Directors believes that these sessions promote open discussions among the independent directors and facilitate its oversight role as it relates to its enterprise risk management assessments.
Committees of the Board of Directors have oversight responsibilities with regard to risk management within each committee’s area of responsibility. These risks may be specified in a committee charter or periodically identified by the committees.
Our Board of Directors believes that the processes it has established to administer the Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on the Company’s leadership structure described under "Board Leadership Structure" above.
Compensation Risk Assessment
We have reviewed our compensation programs to determine whether they encourage unnecessary or excessive risk taking and we have concluded that they do not. In making our assessment, during fiscal year 2017, the Compensation Committee engaged Exequity, LLP ("Exequity"), its independent compensation consultant, to provide a compensation risk overview which was considered in our risk assessment.
We believe that the design of the Company’s annual cash and long-term equity incentives provides an effective and appropriate mix of incentives to help ensure the Company’s performance is focused on long-term stockholder value creation and does not encourage short-term risk taking at the expense of long-term results. While the Company’s performance-based cash bonuses are generally based on annual results, the amount of such bonuses is generally capped and represents only a portion of each individual’s overall total compensation opportunities. The Company also generally has discretion to reduce bonus payments (or pay no bonus) based on individual performance and any other factors it may determine to be appropriate in the circumstances.
As to our compensation arrangements for our executive officers, the Compensation Committee takes risk into account in establishing and reviewing these arrangements. The Compensation Committee believes that our executive compensation arrangements do not encourage unnecessary or excessive risk taking as base salaries are fixed in amount and thus do not encourage risk taking. While the Company’s annual incentive program requires that the Company achieve specified operating performance goals in order for cash bonuses and equity awards to be granted to executives under the program, the Compensation Committee determines the actual amount of each executive’s cash bonus and equity grant based on multiple Company and individual performance criteria as described below. The Compensation Committee believes that the annual incentive program appropriately balances risk and the desire to focus executives on specific annual goals important to our success, and that it does not encourage unnecessary or excessive risk taking.
In addition, a significant portion of the compensation provided to our executive officers is in the form of equity awards that further align executives’ interests with those of our stockholders. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking since the ultimate value of the awards is tied to our stock price, and since awards are generally granted on an annual basis and subject to long-term vesting schedules to help ensure that executives always have significant value tied to long-term stock price performance.

Microsemi Corporation
15

Corporate Governance, Board Meetings & Committees

Communicating with Directors
Stockholders may send communications to any director(s), our entire Board of Directors, or any committee of the Board of Directors via U.S. Mail to the following address: Microsemi Corporation, Attention: Lead Independent Director, One Enterprise, Aliso Viejo, California 92656. All communications received will be opened by the Secretary or his designee for the sole purpose of determining whether the contents represent a message to our directors. The Secretary or his designee will forward copies of all correspondence that, in the opinion of the Secretary or his designee, deals with the functions of the Board of Directors or its committees or that he otherwise determines requires the attention of any member, group or committee of the Board of Directors.
Meetings and Attendance

During fiscal year 2017, our Board of Directors held a total of eleven regularly scheduled or special meetings. No director attended less than 75% of the total number of meetings of the Board of Directors and of all committees on which the director served during the period that he or she served during fiscal year 2017.
All of our directors in office at the time attended our 2017 Annual Meeting of Stockholders. Our Board of Directors encourages each director to make every reasonable effort to attend our Annual Meeting of Stockholders.  
Committees

Our Board of Directors has standing Audit, Compensation, Governance and Nominating, and Executive Committees. Each of these committees operates pursuant to a written charter that is available on our website under the Corporate Governance section of the Investors tab at http://www.microsemi.com. Our Board of Directors typically determines the membership of these committees at its organizational meeting held immediately after the Annual Meeting of Stockholders. The following table identifies the current members in the committees of our Board of Directors:
Name
 
Audit
Compensation
Governance &
Nominating
Executive
James J. Peterson
 
 
 
 
committeechairpersona03.jpg
Dennis R. Leibel
L I financialexperta03.jpg
committeemembera03.jpg
 
committeechairpersona03.jpg
committeemembera03.jpg
Kimberly E. Alexy
I
 
committeemembera03.jpg
committeemembera03.jpg
 
Thomas R. Anderson
I financialexperta03.jpg
committeechairpersona03.jpg
 
committeemembera03.jpg
committeemembera03.jpg
William E. Bendush
I financialexperta03.jpg
committeemembera03.jpg
committeemembera03.jpg
 
 
Richard M. Beyer
I
 
 
committeemembera03.jpg
 
Paul F. Folino
I
 
committeemembera03.jpg
 
 
William L. Healey
financialexperta03.jpg
committeemembera03.jpg
 
committeemembera03.jpg
 
Matthew E. Massengill
I
 
committeechairpersona03.jpg
 
 
L: Lead Independent Director
I: Independent Director
financialexperta03.jpg: Financial Expert
committeechairpersona03.jpg: Committee Chairperson
committeemembera03.jpg: Committee Member
 
Audit Committee
The Audit Committee consisted of directors Thomas R. Anderson (Chair), William E. Bendush, William L. Healey and Dennis R. Leibel during all of fiscal year 2017. Our Board of Directors has affirmatively determined that each of the members of the Audit Committee is independent as defined under applicable listing standards of the Nasdaq Stock Market and applicable rules of the SEC. The Board of Directors has also determined that each of Messrs. Anderson, Bendush, Healey and Leibel is an "audit committee financial expert" as defined by rules of the SEC. The Audit Committee held six meetings during fiscal year 2017.  
The Audit Committee reviews matters relating to our internal and external audits, financial statements and systems of internal controls. The primary responsibility of the Audit Committee is to retain and confirm the independence of our independent registered public accounting firm, review the scope and results of audit and non-audit assignments

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and review the adequacy of financial reporting processes, internal controls and policies with respect to risk assessment and risk management. Our internal audit department reports directly to the Audit Committee and performs procedures to identify and evaluate risks. Our internal audit department also recommends risk management controls, continually monitors the effectiveness of these controls, and conducts internal financial and operational reviews. Our Audit Committee meets with the Chief Financial Officer and internal audit department on at least a quarterly basis. The Audit Committee also routinely meets with the internal audit department in private sessions throughout the year to ensure independence of the internal audit department.
The Audit Committee also meets with our independent registered public accounting firm on at least a quarterly basis. Meetings with our independent registered public accounting firm are held both in the presence of management and in executive session without the presence of management. Our independent registered public accounting firm also has direct access to the Audit Committee.  
The Audit Committee also prepares an annual Audit Committee Report and meets to conduct reviews of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Audit Committee’s procedures include, among other things, a review of the financial statements, disclosures and risk factors in the filing with management, our internal audit department and our independent registered public accounting firm. In addition, the Audit Committee is responsible for establishing procedures for the confidential, anonymous submission by our employees of any concerns regarding questionable accounting or auditing matters and the receipt, retention and treatment of complaints regarding accounting or auditing matters.  
Compensation Committee
The Compensation Committee consisted of directors Kimberly E. Alexy, William E. Bendush, Paul F. Folino and Matthew E. Massengill (Chair) during all of fiscal year 2017. Our Board of Directors has affirmatively determined that each of the members of the Compensation Committee is independent as defined under applicable listing standards of the Nasdaq Stock Market. The Compensation Committee held seven meetings during fiscal year 2017
Pursuant to its charter, the Compensation Committee’s responsibilities include the following:  
approving goals relevant to the compensation of our Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of those goals and objectives, and setting the Chief Executive Officer’s compensation level based on this evaluation;
approving all compensation arrangements for our other executive officers;
making recommendations to the Board of Directors with respect to, and overseeing the administration of, our incentive and equity-based compensation plans and all compensation arrangements for members of the Board of Directors and of committees of the Board of Directors;
helping to ensure that our compensation policies and practices create a direct relationship between executive compensation and performance and allow us to recruit and retain superior talent; and
reviewing the "Compensation Discussion and Analysis" section and recommending to our Board of Directors that such section be included in this proxy statement and incorporated by reference into the annual report, and preparing the Report of the Compensation Committee for inclusion in the proxy statement.
The Compensation Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate. Except as noted below, the Compensation Committee has no current intention to delegate any of its authority to any subcommittee. Our executive officers, including the Named Executive Officers (as identified below), do not have any role in determining the form or amount of compensation paid to our Named Executive Officers and our other senior executive officers. However, our Chief Executive Officer does provide input to the Compensation Committee regarding the performance of our other executive officers and make recommendations to the Compensation Committee with respect to their compensation.
The Board of Directors has appointed a Special Committee to make equity award grants to our employees other than executive officers in connection with the hiring, promotion or retention of these employees or otherwise consistent with budgets established from time to time by the Compensation Committee. Mr. Peterson is currently the sole member of this committee.

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Pursuant to its charter, the Compensation Committee is authorized to retain such independent compensation consultants and other outside experts or advisors as it believes to be necessary or appropriate to carry out its duties. For fiscal year 2017, the Compensation Committee retained Exequity as independent compensation consultants to assist it in determining the compensation levels for our senior executive officers. Except for the consulting services provided to the Compensation Committee, Exequity did not perform any other services for the Company or its management. The Compensation Committee has assessed the independence of Exequity and concluded that its engagement of Exequity does not raise any conflict of interest with the Company or any of its directors or executive officers. The Compensation Committee made its compensation decisions during fiscal year 2017, including decisions with respect to our Named Executive Officers’ compensation, after consultation with Exequity. Exequity advised the Compensation Committee with respect to trends in executive compensation, determination of pay programs, assessment of competitive pay levels and mix (e.g., proportion of fixed pay to incentive pay and proportion of annual cash pay to long-term incentive pay), setting compensation levels and determining whether our compensation programs present unnecessary or excessive risk taking. Exequity also reviewed and identified our appropriate peer group companies for fiscal year 2017 and helped the Compensation Committee to obtain and evaluate current executive compensation data for these peer group companies. All compensation decisions were made solely by the Compensation Committee or the Board of Directors.
Governance and Nominating Committee
The Governance and Nominating Committee consisted of directors Kimberly E. Alexy, Thomas R. Anderson, William L. Healey and Dennis R. Leibel (Chair) during all of fiscal year 2017. In addition, Richard M. Beyer joined the Governance and Nominating Committee upon his appointment to our Board of Directors on September 5, 2017. Our Board of Directors has affirmatively determined that each of the members of the Governance and Nominating Committee is independent as defined under applicable listing standards of the Nasdaq Stock Market. The Governance and Nominating Committee considers matters related to the selection of individuals to be nominated for election to our Board of Directors, the orientation and continuing education of our directors, our annual Board of Directors and committee self-evaluations and our corporate governance policies. The Governance and Nominating Committee held four meetings in fiscal year 2017.
In its risk oversight responsibility, the Governance and Nominating Committee periodically reviews our Governance Guidelines and updates these guidelines as necessary. The Governance and Nominating Committee also reviews compliance with our Governance Guidelines and insider trading policy and results of our Board of Directors’ self-evaluation processes.
Whenever a vacancy occurs on our Board of Directors, the Governance and Nominating Committee is responsible for identifying and attracting one or more candidates to fill that vacancy, evaluating each candidate and recommending a candidate for selection by the full Board of Directors. In addition, the Governance and Nominating Committee is responsible for recommending nominees for election or re-election to our Board of Directors at each Annual Meeting of Stockholders and for recommending and evaluating Board of Director committee assignments. In identifying and evaluating possible candidates for election as a director, the Governance and Nominating Committee considers factors related to the general composition of the Board of Directors as well as specific selection criteria related to the character and capacities of the individual candidates. We believe that the diversity of experience and background of our Board of Directors increases its ability to oversee enterprise risk.
While the Governance and Nominating Committee has no specific minimum qualifications in evaluating a director candidate, the Governance and Nominating Committee charter provides, among other things, that our Board of Directors should be composed of directors who will bring to the Board a variety of experience and backgrounds and who will represent the balanced, best interests of the stockholders as a whole rather than special interest groups or constituencies, and that our Chief Executive Officer should normally be one of our directors. The Governance and Nominating Committee Charter also provides that, in considering possible candidates for election to our Board of Directors, the Governance and Nominating Committee and other directors should be guided in general by the composition guidelines established above and by, among other things, that each director: (1) should be chosen without regard to sex, race, age, religion or national origin; (2) should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others; (3) should be free of any conflict of interests which would violate applicable law or regulations or interfere with the proper performance of the responsibilities of a director; (4) should possess substantial and significant experience that would be of particular importance to the Company in the performance of the duties of a director; and (5) should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director. The Governance and

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Nominating Committee does not have a formal policy regarding the consideration of diversity in identifying director nominees, but from time to time looks for individuals with specific qualifications so that the Board of Directors as a whole may maintain an appropriate diversity of experience and background.
A stockholder may recommend a director candidate to the Governance and Nominating Committee by delivering a written notice to our Secretary at our principal executive offices that includes the resume of the person being recommended and a statement in writing of the reasons why the person being recommended is well qualified and that the person is ready, willing and able to serve as a director. The Governance and Nominating Committee may request additional information as it deems reasonably required to determine the eligibility of the director candidate to serve as a member of our Board of Directors. The Governance and Nominating Committee will review, investigate and recommend to the Board of Directors whether it should accept or reject for election to the Board of Directors each candidate suggested by any stockholder of the Company. The Governance and Nominating Committee will evaluate the director candidate in the same manner and using the same criteria as used for any other director candidate. If the Governance and Nominating Committee determines that a stockholder-recommended candidate is suitable for membership on our Board of Directors, it will include the candidate in the pool of candidates to be considered for nomination upon the occurrence of the next vacancy on our Board of Directors or in connection with the next Annual Meeting of Stockholders. Stockholders who desire to recommend candidates for consideration by our Board of Directors in connection with the next Annual Meeting of Stockholders should submit their written recommendation no later than the last day of the fiscal year preceding the year of that meeting.
Executive Committee
The Executive Committee consisted of directors Thomas R. Anderson, Dennis R. Leibel and James J. Peterson (Chair) for the entire fiscal year 2017. The Executive Committee may act on behalf of the Board of Directors in such areas as specifically designated and authorized at a preceding meeting of the Board of Directors, or in areas requiring extraordinary or expeditious action when the entire Board of Directors cannot be convened, except with respect to actions specifically reserved to the Board of Directors itself or any actions that are specifically prohibited from being delegated to a Board committee by law, by our Bylaws or in resolutions adopted by the Board of Directors as then in effect. There were no meetings of the Executive Committee in fiscal year 2017.

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Director Compensation

Director Compensation Table for Fiscal Year 2017

The following table presents information regarding the compensation paid for fiscal year 2017 to members of our Board of Directors who are not also our employees (referred to as "Non-Employee Directors"). The compensation paid to Mr. Peterson, who is also employed by us, is presented below in the Summary Compensation Table and the related explanatory tables. Directors who are also officers or employees of the Company or its subsidiaries receive no additional compensation for their services as directors.
Name
 
Fees Earned or Paid in Cash
 
Stock Awards
(1) (2)
 
Option Awards
(1) (2)
 
Non-Equity Incentive Plan Compensation
 
Change in Pension Value and Nonqualified Deferred Compensation
 
All Other Compensation
 
Total
Kimberly E. Alexy
 
$
82,000

 
$
190,459

 
$

 
$

 
$

 
$

 
$
272,459

Thomas R. Anderson
 
$
109,500

 
$
190,459

 
$

 
$

 
$

 
$

 
$
299,959

William E. Bendush
 
$
97,000

 
$
190,459

 
$

 
$

 
$

 
$

 
$
287,459

Richard M. Beyer (3)
 
$
15,000

 
$
231,060

 
$

 
$

 
$

 
$

 
$
246,060

Paul F. Folino
 
$
80,500

 
$
190,459

 
$

 
$

 
$

 
$

 
$
270,959

William L. Healey
 
$
94,500

 
$
190,459

 
$

 
$

 
$

 
$

 
$
284,959

Dennis R. Leibel
 
$
160,500

 
$
190,459

 
$

 
$

 
$

 
$

 
$
350,959

Matthew E. Massengill
 
$
92,000

 
$
190,459

 
$

 
$

 
$

 
$

 
$
282,459


(1)
The amounts reported in the "Stock Awards" column of the table above reflect the fair value on the grant date of the stock awards granted to our Non-Employee Directors during fiscal year 2017 as determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company's financial statements. Pursuant to our Non-Employee Director compensation program, we granted each of our Non-Employee Directors then in office 3,572 fully-vested shares of our common stock on February 14, 2017 (the date of our 2017 Annual Meeting of Stockholders). The fair value on the grant date of the stock awards granted to Non-Employee Directors was determined based on the closing price of our common stock on the Nasdaq Stock Market on the date of grant which was $53.32. In accordance with our Non-Employee Director compensation program, the number of shares subject to each of these awards was determined by dividing a fixed dollar amount of $195,000 by the average closing price of a share of our common stock on the Nasdaq Stock Market over a period of twenty consecutive trading days ending on the date of grant which was $54.59. Accordingly, the dollar amount reported in the table above is different from the fixed dollar amount used to calculate the number of shares to be subject to these awards. Pursuant to our Non-Employee Director compensation program, Mr. Beyer was granted 4,666 fully-vested shares of our common stock upon his appointment to the Board on September 5, 2017. The fair value on the grant date of the stock award granted to Mr. Beyer was determined based on the closing price of our common stock on the Nasdaq Stock Market on the date of grant which was $49.52. In accordance with our Non-Employee Director compensation program, the number of shares subject to the award was determined by dividing $231,548 (the fixed dollar amount for his initial equity award grant calculated as described below under "Equity Awards") by the average closing price of a share of our common stock on the Nasdaq Stock Market over a period of twenty consecutive trading days ending on the date of grant which was $49.62. For additional information on the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of stock awards and option awards contained in the Stock-Based Compensation footnote to the Company’s Consolidated Financial Statements, included as part of the Company’s 2017 Annual Report on Form 10-K, filed with the SEC. No stock awards or option awards granted to Non-Employee Directors were forfeited during fiscal year 2017.
(2)
As of October 1, 2017, none of our Non-Employee Directors held any outstanding and unexercised option awards or unvested stock awards.
(3)
Mr. Beyer joined the Board of Directors on September 5, 2017.
Director Compensation Policy
The Board has adopted the following policies for compensating our Non-Employee Directors for their service to the Board. The Board may revise these policies from time to time.
Cash Compensation
For fiscal year 2017, each Non-Employee Director was paid an annual cash retainer of $60,000. A Non-Employee Director who served as the Independent Chair of the Board or the Lead Independent Director was entitled to an additional cash retainer of $60,000 annually while serving in that position. The Chairs of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee receive additional annual retainers of $15,000, $10,000, and $7,500, respectively, while serving in these positions. In addition, the members of the Audit

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Committee, the Compensation Committee and the Governance and Nominating Committee (including in each case the Chair of the committee) receive additional annual retainers of $12,000, $10,000 and $7,500, respectively. In the event a Non-Employee Director attends more than eight meetings of the Board or of the Audit Committee, the Compensation Committee or the Governance and Nominating Committee in a particular fiscal year (whether such attendance is in person or by telephone and regardless of the length of the meeting), the director receives a $1,500 fee for each meeting of the Board or the Board committee, as applicable, attended in excess of eight meetings during that fiscal year (in the case of committee meetings, only if the director is a member of the applicable committee). No additional compensation is paid for actions taken by the Board or any committee by written consent.
Equity Awards
Our director compensation policy is designed to further link the interests of directors with those of our stockholders through awards of our common stock. Under the policy the number of shares of our common stock to be awarded to a Non-Employee Director on a particular grant date is determined by dividing a pre-established grant date value (expressed in dollars) by the average closing price (the "Average Closing Price") of a share of our common stock on the Nasdaq Stock Market over a period of twenty consecutive trading days ending with the grant date (or on the immediately preceding trading day if the grant date is not a trading day). We believe this approach provides our directors with consistent levels of equity-based compensation each year when measured based on grant-date values. Each award of our common stock to a Non-Employee Director is fully vested at grant.
The annual grant date value used to determine the number of shares of our common stock to award to each of our continuing Non-Employee Directors for fiscal year 2017 was $195,000. The Board determined that the equity awards granted to our Non-Employee Directors for fiscal year 2017 would be made at our 2017 Annual Meeting of Stockholders. Accordingly, on February 14, 2017, each of our Non-Employee Directors in office at that time was awarded 3,572 shares of our common stock, which was determined by dividing a grant date value of $195,000 by the Average Closing Price on that date which was $54.59.
A new Non-Employee Director appointed or elected to the Board will be granted an award of our common stock on the date the director first becomes a member of the Board. Currently, the number of shares subject to this initial grant is determined by dividing (1) the sum of $145,000 plus (if the director takes office other than on the date of an Annual Meeting of Stockholders) a pro-rata portion of the regular $195,000 annual equity award grant value (to account for the period of time remaining in the year before the next regular annual equity award grant for our Non-Employee Directors) by (2) the Average Closing Price as of that date. For example, if a new Non-Employee Director first joined the Board six months after the last Annual Meeting of Stockholders, the Non-Employee Director would receive a number of shares of our common stock equal to $242,500 (the initial fixed grant amount of $145,000 plus a pro-rata portion of the $195,000 annual grant amount to account for the fact that the director joined the Board mid-year) divided by the Average Closing Price on the date the director joins the Board.
All of our Non-Employee Directors will be reimbursed by the Company for their reasonable travel, lodging and meal expenses incident to meetings of the Board or committees of the Board or in connection with other Board related business.
Director Stock Ownership Guidelines

Our Board of Directors has established stock ownership guidelines for our directors. Each director shall, by August 5, 2014 or within five years after first becoming a member of the Board, whichever occurs later, own a number of shares of our common stock not less than the lesser of (1) 10,000 shares, or (2) a number of shares that have a fair market value equal to three times the amount of the base annual retainer (determined before taking into account any additional cash retainers paid, such as any additional retainer for serving as Lead Independent Director, on a Committee of the Board of Directors or as the Chair of a Committee of the Board of Directors) paid by us to the director for service on our Board of Directors. The closing price of a share of the Company’s common stock on the Nasdaq Stock Market on December 18, 2017 was $53.46. At that price, the value of 10,000 shares of our common stock (the stock ownership guideline) was approximately 8.9 times the current $60,000 base annual retainer paid to our Non-Employee Directors. As of the date of filing of this Proxy Statement, each of our Non-Employee Directors either has satisfied the policy or has additional time remaining under the policy in which to meet these guidelines.

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Executive Compensation


Compensation Discussion & Analysis

This section explains Microsemi’s executive compensation program as it relates to the following "Named Executive Officers" of the Company:
Name
Position With the Company
James J. Peterson
Chairman of the Board and Chief Executive Officer
Paul H. Pickle
President and Chief Operating Officer
John W. Hohener
Executive Vice President, Chief Financial Officer and Treasurer
Steven G. Litchfield
Executive Vice President and Chief Strategy Officer
David Goren
Senior Vice President, Business Affairs, Legal, Compliance and Secretary
Fiscal Year 2017 Highlights

The compensation program for our Named Executive Officers is tied to performance. Financial performance highlights for the Company for the fiscal year 2017 measured under GAAP and non-GAAP include the following:
Record net sales for fiscal year 2017 of $1.81 billion, up 9.5% from the $1.65 billion for fiscal year 2016.
Record GAAP gross profit for fiscal year 2017 of $1.16 billion compared to $937.1 million for fiscal year 2016. Non-GAAP gross profit for fiscal year 2017 was $1.16 billion compared to $1.01 billion for fiscal year 2016.
Record GAAP gross margin for fiscal year 2017 of 63.9%, up 730 basis points from 56.6% reported for fiscal year 2016. Record Non-GAAP gross margin for fiscal year 2017 was 64.0%, up 310 basis points from 60.9% reported for fiscal year 2016.
Record GAAP net income for fiscal year 2017 of $176.3 million or $1.51 per diluted shared. Record non-GAAP net income for fiscal year 2017 of $450.3 million or $3.85 per diluted share.
Record GAAP operating cash flows of $474.7 million for fiscal year 2017 compared to $274.6 million for fiscal year 2016.
Record free cash flows of $420.0 million for fiscal year 2017 compared to $225.8 million for fiscal year 2016.
Our stock price increased by 23% from $41.98 as of fiscal year end 2016 to $51.48 as of fiscal year end 2017 and increased by 27% compared to the Company's closing price on December 18, 2017 of $53.46.
See Appendix A for the definitions of non-GAAP gross profit, gross margin, net income per diluted share and free cash flow, and reconciliations of each of these non-GAAP financial measures to comparable financial measures calculated in accordance with GAAP.
Our fiscal year 2017 executive compensation highlights include the following:
Fiscal year 2017 base salary levels for our Named Executive Officers remained the same as their fiscal year 2016 levels.
As described in the Proxy Statement for our Annual Meeting of Stockholders held in February 2017, Mr. Peterson did not receive an annual equity award for fiscal year 2017 and he will not receive an annual equity award for fiscal year 2018. In fiscal year 2016, Mr. Peterson was issued an equity award that was entirely performance-based, with vesting solely contingent on the company achieving a series of stock price targets that were all significantly higher than the closing price for a share of Company common stock on the Nasdaq Stock Market on the grant date of award and greater than the highest trading price for a share of Company common stock reported on the Nasdaq Stock Market prior to that time.
As illustrated in the chart on page 26, an average of 88% of the fiscal year 2017 total compensation opportunity for each of our Named Executive Officers other than Mr. Peterson was performance-based and/or linked to

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Executive Compensation

the value of the Company’s common stock. For Mr. Peterson, this percentage was lower than the other Named Executive Officers because he did not receive an annual equity award for fiscal year 2017 and he will not receive an annual equity award for fiscal year 2018.
The Company granted annual long term incentive equity awards to the Named Executive Officers (other than Mr. Peterson) for fiscal year 2017 in October 2016. Three fourths of the shares subject to each participating Named Executive Officer’s annual equity award granted were subject to performance vesting criteria. Performance for purposes of the awards is measured over a three-year period based on Company rankings relative to peer companies selected by the Compensation Committee for growth in Revenue and growth in Adjusted EPS, with a relative total shareholder return modifier applied at the end of the three years.
Target bonus opportunity for our Named Executive Officers under our fiscal year 2017 executive bonus plan remained the same as under our fiscal year 2016 plan. Fiscal year 2017 bonuses were determined based on our revenue, Adjusted EPS, and Net Cash Flow for the year, and were paid at 195% of the applicable targeted levels. In order to further align the Named Executive Officers’ interests with those of our stockholders, the Compensation Committee determined that payments under the bonus program for fiscal year 2017 would be made in shares of our common stock rather than cash for each of the Named Executive Officers other than Mr. Peterson. Payments to Mr. Peterson under the bonus plan for fiscal year 2017 would be made in cash because of applicable annual individual equity award grant limits in place under the 2008 Plan. Fiscal year 2017 bonuses for the Named Executive Officers were determined by the Compensation Committee by applying the objective bonus framework of the fiscal year 2017 executive bonus plan to the Company’s actual performance results.

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Executive Compensation

Executive Compensation Program

The objectives of our executive compensation program are to allow us to recruit and retain superior talent, to create a direct relationship between executive compensation and performance, and to create proper incentives to enhance the value of the Company and reward superior performance.
In furtherance of our executive compensation objectives, the Company’s executive compensation program includes a number of features intended to reflect best practices in the market and help ensure the program reinforces stockholder interests by linking the compensation we pay to our executives directly to our performance. These features are described in greater detail later in the report and include the following:
Elements
Description
Philosophy and Objectives
Base Salary
Fixed cash compensation based on responsibility, performance assessment, experience, tenure, and potential.
Intended to attract and retain highly qualified executives.
Annual Bonus Plan
Budget-based program that supports the annual and multi-year strategic plan of the Company. The fiscal year 2017 plan measured performance against absolute revenue, earnings per share, and net cash flow goals. These goals represent key value drivers for our Company.
Intended to motivate our Named Executive Officers to achieve specified financial goals and any other operating objectives established for the particular year, to emphasize our pay-for-performance philosophy, and to promote retention.
Long-Term Incentives
Performance stock units which vest based on our revenue and earnings growth over multiple periods, with a potential modifier that takes into account our total shareholder return for the award period, relative to our direct industry peers, and time-based restricted stock to facilitate retention and promote shareholder alignment and ownership.
Intended to align Named Executive Officers’ long-term interests with stockholders’ long-term interests and promote retention. The performance shares differ from the annual bonus plan in that they vest based on performance over multiple time periods relative to industry peers.
Perquisites and Personal Benefits
Include an automobile allowance and company-paid premiums for life insurance coverage, disability insurance coverage, and health insurance coverage under the Company’s executive health plan.
Intended to attract and retain highly qualified executives, and to provide competitive benefits appropriate for our labor market.
Severance
Transitional benefits provided upon the occurrence of certain types of termination.
Intended to facilitate a transition of employment, and to provide competitive benefits appropriate for our labor market.



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Executive Compensation

The following chart shows the mix of each Named Executive Officer’s target total compensation opportunity for fiscal year 2017, consisting of base salary, target annual bonus level, and grant-date fair value of equity awards granted during the fiscal year (with the grant date fair values of these awards determined using the equity award valuation principles applied in the Company’s financial reporting):
targettotalcompmixa01.jpg
The Compensation Committee believes that performance-based compensation such as annual bonuses and long-term equity incentives play a significant role in aligning management’s interests with those of our stockholders. For this reason, and as the chart above illustrates, compensation that is performance-based and/or linked to the value of the Company’s common stock constitutes a substantial portion of each of our Named Executive Officers’ compensation.
The portion of Mr. Peterson’s compensation that is performance-based and/or linked to the value of the Company’s common stock is generally aligned with, or greater than, the percentage of the total compensation opportunity for the other Named Executive Officer’s that is performance-based and/or linked to the value of the Company’s common stock. Mr. Peterson’s LTI percentage was 0% for fiscal year 2017 compared to the 94% reported for fiscal year 2016, and reflects the fact that, as described in the Proxy Statement for our Annual Meeting of Stockholders held in February 2017, Mr. Peterson did not receive an annual equity award for fiscal year 2017 and he will not receive an annual equity award for fiscal year 2018.
Stockholder Engagement

We have a policy of continuing direct engagement with stockholders, including proactive outreach to and regular dialogue with our major institutional shareholders. During fiscal year 2017, we engaged with a substantial number of our institutional stockholders through meetings and correspondence. Specific topics included our financial performance, stock price, peer group metrics, executive compensation, and corporate governance.

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Executive Compensation

At our Annual Meeting of Stockholders held in February 2017, 45.4% of our stockholders voting on the proposal to approve our executive compensation program (commonly referred to as a "say-on-pay" vote) supported our program. Based on stockholder feedback we received, we believe the remaining stockholders expressed concern over Mr. Peterson's equity award in July 2016 (which was discussed in our Proxy Statement for our February 2017 Annual Meeting of Stockholders). Mr. Peterson did not receive an annual equity award for fiscal year 2017 and he will not receive an annual equity award for fiscal year 2018. In addition, as discussed below in this Compensation Discussion and Analysis, only 25% of the equity award granted to Mr. Peterson in July 2016 has vested, the remaining vesting installments of the award remain subject to the attainment of significant levels of stock price appreciation, and over $1.6 billion of stockholder value was created (relative to the Company’s stock value when the award was granted) in connection with the attainment of the $50.00 stock price level that triggered the vesting of the first installment of the award.
We conducted a program of stockholder outreach during fiscal year 2017, and believe we engaged with stockholders who together own over 90% of our outstanding common stock, on this matter. If requested by stockholders, we also offered to arrange meetings with members of our Compensation Committee, and one of our largest stockholders discussed the matter with the Chair of our Compensation Committee.
As noted above, we believe our executive compensation program includes a number of features that further our compensation philosophy and reflect best practices in the market. The Compensation Committee will continue to consider the outcome of our say-on-pay proposals when making future compensation decisions for the Named Executive Officers.
Compensation Governance Measures

Certain practices included and excluded from our executive compensation programs are highlighted below.
Things We Do
Our executive compensation program is designed to link pay to multiple performance measures and includes, among other things, revenue, adjusted earnings per share, net cash flow and total shareholder return as performance measures.
Our incentive programs provide balance by measuring both absolute performance and relative performance, and by measuring near-term performance and longer-term performance.
Our Compensation Committee retains its own independent compensation consultant.
The Compensation Committee’s independent compensation consultant performed a compensation risk overview and, taking that overview into account, the Compensation Committee believes that our compensation programs do not encourage unnecessary or excessive risk taking.
The Compensation Committee reviews external market data when making compensation decisions.
None of our change-in-control agreements include "single-trigger" benefits that pay out based solely on a change in control. Our change-in-control agreements include double-triggers that generally provide two years cash severance for our Named Executive Officers.
Our Board of Directors adopted a clawback policy, which allows the Board or the Compensation Committee to recover payments made to the Named Executive Officers under our cash and equity incentive programs in certain circumstances.
Our Named Executive Officers and Non-Employee Directors are subject to our stock ownership policy.
Things We Don't Do
Our equity compensation plan does not permit repricing of stock options and similar awards without stockholder approval.
We do not offer executive employment agreements with fixed-term employment commitments.
We do not offer guaranteed bonuses.
We do not offer tax gross-ups on perquisites.
We do not offer a defined benefit pension or supplementary executive retirement plan.
We do not allow employees and directors to engage in hedging transactions, trade in options on our common stock, or pledge or short-sell our common stock.

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Determining Executive Compensation

Our executive compensation programs are determined and approved by our Compensation Committee. None of the Named Executive Officers are members of the Compensation Committee or otherwise have any role in determining the compensation of other Named Executive Officers, although the Compensation Committee does consider the recommendations of our Chief Executive Officer in setting compensation levels for our other Named Executive Officers.
The Compensation Committee conducts an annual review of our executive compensation programs to help ensure that:
The program is designed to allow the Company to recruit and retain superior talent and to create a direct relationship between executive compensation and performance; and
The program provides compensation and benefit levels that create proper incentives to enhance the value of the Company and reward superior performance.
Except as otherwise noted in this "Compensation Discussion and Analysis," decisions by the Compensation Committee are subjective and the result of the Compensation Committee’s business judgment, which is informed by the experiences of the members of the Compensation Committee as well as analysis and input from, and comparable peer data provided by, the Compensation Committee’s independent compensation consultants.
Use of Peer Group Data
The Compensation Committee reviews compensation levels for our executive officers against compensation levels for similar positions at a peer group of companies to help ensure that our executive compensation levels are reasonable. However, the Compensation Committee does not specifically "benchmark" compensation at a particular level as compared with these other companies. Instead, the Compensation Committee refers to the peer group compensation data as one data point regarding competitive pay levels. The Compensation Committee’s practice has been to retain independent compensation consultants to help identify appropriate peer group companies and to obtain and evaluate current executive compensation data for these companies. The Compensation Committee selected the following companies as our peer group companies for its fiscal year 2017 executive compensation decisions:
Fiscal Year 2017 Peer Group
Analog Devices, Inc.
Lam Research Corporation
Roper Technologies, Inc.
Cirrus Logic, Inc.
Linear Technology Corporation
Semtech Corporation
Cree, Inc.
Marvell Technology Group Ltd.
Skyworks Solutions, Inc.
Cypress Semiconductor Corporation
Maxim Integrated Products, Inc.
Synaptics Incorporated
Diodes Incorporated
Mellanox Technologies, Ltd.
Teradyne, Inc.
Fairchild Semiconductor Intl., Inc.
Microchip Technology Incorporated
Vishay Intertechnology, Inc.
Integrated Device Technology, Inc.
ON Semiconductor
Xilinx, Inc.
Intersil Corporation
OSI Systems, Inc.
 
These peer group companies were selected by the Compensation Committee based on the recommendations of its independent compensation consultant. The Compensation Committee believes that the peer companies represent publicly traded companies that are direct participants in the semiconductor, semiconductor equipment, and technology hardware and equipment companies with similarities in company size, customer relationships, business processes and other relevant factors, and are companies with which we compete for top executive talent. The Compensation Committee also considers company size in its judgment based on revenue and market capitalization.
The Compensation Committee reviews the peer group annually and may make changes in the group as it deems appropriate. The fiscal year 2017 peer group identified above consisted of the same companies included in the Company’s peer group used for executive compensation decisions as in effect at the end of fiscal year 2016. In April 2017, the Compensation Committee approved modifications to the executive compensation peer group to add

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Analog Devices, Inc., Cirrus Logic, Inc. and Mellanox Technologies, Ltd. and to remove Fairchild Semiconductor Intl., Inc., Intersil Corporation, and Linear Technology Corporation. The three companies added to the peer group were added based on the criteria above and to help position the Company closer to the middle of the range of revenues and market capitalization for the peer group. The three companies removed from the peer group had been acquired and were no longer publicly-traded. The executive compensation peer group, as modified in April 2017, was considered by the Compensation Committee in its executive compensation decisions for fiscal year 2018.
The table below shows how the Company compared to the peer group, as modified in April 2017, in terms of revenue and market capitalization as of February 28, 2017, as this was the information presented by the Compensation Committee’s independent compensation consultant to the Compensation Committee when it approved the April 2017 modifications to the peer group:
 
 
Revenue
(Millions)(1)
 
Market Capitalization (Millions)(2)
Microsemi
 
$
1,761

 
$
6,025

75th Percentile
 
$
3,116

 
$
15,231

50th Percentile
 
$
2,078

 
$
5,292

25th Percentile
 
$
1,318

 
$
2,473


(1)
Based on each company’s revenue for the last four fiscal quarters completed as of February 28, 2017 as reported in the company’s periodic reports filed with the SEC.
(2)
Based on the closing market price for the company’s securities as of February 28, 2017.
Current Executive Compensation Program Elements

Base Salaries
The Company has not entered into employment agreements with any of the Named Executive Officers that provide for minimum levels of base salary. Salaries for our Named Executive Officers are reviewed by the Compensation Committee on an annual basis and the Compensation Committee makes a subjective determination as to whether and the extent to which the salaries should be adjusted. To help inform its decisions in setting specific salary levels for each Named Executive Officer and the Company’s other executive officers, the Compensation Committee considers the executive’s past performance and expected future contributions to the Company, the Company’s overall performance, the executive’s salary and responsibilities relative to the other executive officers, the salaries of similarly situated executives with our peer companies, competitive data provided by the Compensation Committee’s independent compensation consultant and the overall competition within the high technology market for executive talent. A formula is not used for these purposes and none of these factors is given any particular weight over another as the ultimate base salary determinations by the Compensation Committee are subjective.
During its annual review of base salaries conducted October 2016, the Compensation Committee determined in its judgment that the base salary levels for the Named Executive Officers were appropriate and would not be changed for fiscal year 2017. The fiscal 2017 base salary levels for the Named Executive Officers are set forth in the table below. The Compensation Committee believes that the base salary levels of the Named Executive Officers are competitive and, based on information provided by the Compensation Committee’s independent compensation consultant, are generally near the median base salary levels provided to similarly situated executives of the peer companies identified above.

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Name
Title
Fiscal Year 2017 Base Salary
James J. Peterson
Chairman of the Board and Chief Executive Officer
$805,000
Paul H. Pickle
President and Chief Operating Officer
$440,000
John W. Hohener
Executive Vice President, Chief Financial Officer and Treasurer
$407,000
Steven G. Litchfield
Executive Vice President and Chief Strategy Officer
$400,000
David Goren
Senior Vice President, Business Affairs, Legal, Compliance and Secretary
$365,000
Annual Incentive Bonuses
In December 2016, the Compensation Committee approved a program (the "bonus program") that provided each of the Named Executive Officers with an incentive bonus opportunity for fiscal year 2017. As noted above, the Compensation Committee believes that performance-based compensation such as annual bonuses and long-term equity incentives play a significant role in aligning management’s interests with those of our stockholders. For this reason, these forms of compensation constitute a substantial portion of each of our Named Executive Officers’ compensation.
Bonus Opportunity for Fiscal Year 2017
The Compensation Committee set target bonus amounts for each executive at levels that it believed, in its subjective judgment, were appropriate based on its assessment of the target bonus opportunity of similarly situated executives with our peer companies and the executive’s responsibilities relative to the other executive officers. Differences in target bonus amounts reflect the Compensation Committee’s assessment of different competitive pay levels for each position. Bonus amounts are not guaranteed and may range from 0% to 200% of target, depending on performance relative to goals established by the Compensation Committee. All bonuses are capped at 200% of target. The Compensation Committee retains discretion to reduce bonus payout amounts below the levels that would otherwise be determined under the bonus program.
The following table shows the target bonus for each Named Executive Officer (expressed as a percentage of base salary), as well as the maximum and minimum payout levels for each executive:
Name
Bonus as a % of Base Salary if Threshold Performance not Met*
Bonus as a % of Base Salary if Target Performance Achieved
Bonus as a % of Base Salary if Maximum Performance Achieved
James J. Peterson
0%
110%
220%
Paul H. Pickle
0%
75%
150%
John W. Hohener
0%
70%
140%
Steven G. Litchfield
0%
65%
130%
David Goren
0%
60%
120%
* Performance at the threshold level would result in payout of 50% of the target bonus
The target bonus levels were the same for each executive as provided under the Company’s bonus program for fiscal year 2016.
Bonus Design for Fiscal Year 2017
In keeping with past practices and in order to incentivize performance throughout the fiscal year, the bonus program was divided into two components-a "First-Half Performance Period" comprised of the first two quarters of fiscal year 2017, and a "Fiscal Year 2017 Performance Period" covering the entire fiscal year. Each executive had the opportunity to earn up to 100% of the executive’s target bonus for fiscal year 2017 during the First-Half Performance Period upon achievement of the maximum levels of performance. In order to further align the Named Executive Officers’ interests with those of our stockholders, the Compensation Committee determined that payments under the bonus program for fiscal year 2017 to the Named Executive Officers (other than Mr. Peterson) would be made in shares of our common stock rather than cash, with the number of shares to be delivered in payment of a bonus to be determined based on the average of the closing prices for a share of Company common stock on the Nasdaq Stock Market over

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a period of twenty consecutive trading days ending with the last trading day of the applicable performance period. Payments to Mr. Peterson under the bonus program for fiscal year 2017 would be made in cash because of applicable annual individual equity award grant limits in place under the 2008 Plan.
The Compensation Committee selected revenue, adjusted earnings per share, and adjusted net cash flow from operations (referred to in this discussion as "Revenue," "Adjusted EPS," and "Net Cash Flow," respectively) as the performance metrics for the bonus program. The Company’s results for each metric were calculated in accordance with generally accepted accounting principles, with earnings per share and net cash flow then adjusted for the impact of restructuring activities, purchase accounting, acquisition-related charges and non-cash charges such as amortization of intangible assets and stock-based compensation.
The Compensation Committee believed, in its judgment, that Revenue, Adjusted EPS and Net Cash Flow were appropriate short-term measures of the Company’s growth and performance for purposes of the bonus program and that it would be appropriate for each of these metrics to be weighted equally under the bonus program. In addition, the Compensation Committee established performance objectives, after considering both internal forecasts and external market conditions, that it believed to be challenging, yet motivational.
The table below illustrates the threshold, target and maximum goals for each of the performance measures included in the fiscal year 2017 bonus plan for both the First-Half Performance Period and the Fiscal Year 2017 Performance Period, as well as the corresponding payout percentages. The payout percentage is determined by linear interpolation for performance between the 50% and 200% levels.
 
 
Revenue
(in thousands)
 
Adjusted EPS
 
Net Cash Flow
(in thousands)
 
 
 
 
First Half Fiscal Year 2017
Fiscal Year 2017
 
First Half Fiscal Year 2017
Fiscal Year 2017
 
First Half Fiscal Year 2017
Fiscal Year 2017
 
Payout
Maximum
 
$
885,000

$
1,820,000

 
$1.66
$3.65
 
$
196,272

$
424,423

 
200%
 
 
$
878,000

$
1,805,000

 
$1.63
$3.55
 
$
190,734

$
410,208

 
175%
 
 
$
867,000

$
1,782,000

 
$1.60
$3.45
 
$
176,263

$
385,260

 
125%
Target
 
$
864,000

$
1,775,000

 
$1.58
$3.38
 
$
171,703

$
371,772

 
100%
Minimum
 
$
855,000

$
1,740,000

 
$1.43
$3.08
 
$
155,910

$
342,432

 
50%
The Compensation Committee also determined it would be appropriate in awarding bonuses for the entire Fiscal Year 2017 Performance Period to take into account the Company’s relative performance for each metric against a peer group of companies. To measure the Company’s performance and the performance of the peer group companies for this purpose, a growth measure for each company would be determined for each performance metric based on the company’s performance levels for its four fiscal quarters ending during the Company’s fiscal year 2017 as compared to its four consecutive fiscal quarters that ended immediately prior to the Company’s fiscal year 2017. If the bonus percentage for a particular performance metric was below 100% as determined under the table above and the Company’s relative growth level for that metric was at the 70th percentile or higher as compared with the peer group, the bonus percentage for that metric would be increased to 100%. However, if the Company’s relative growth level for a particular performance metric was at the 20th percentile or lower as compared with the peer group, the bonus percentage for that metric would be reduced by multiplying it by 80%. No positive adjustments for relative performance will be made if bonus results equal or exceed 100%.
Below we list the peer companies the Compensation Committee selected for determining relative performance under the bonus program. This group of companies (which we sometimes refer to as our "direct industry peers" or our "performance peers") has considerable overlap with, but is not identical to, the executive compensation peer group for fiscal year 2017 listed earlier. The performance peer companies represent organizations with which the Company competes for customers and market share, as well as investments and financing, and are not subject to the same size constraints used for defining compensation peers noted above. Additionally, the Compensation Committee believed it was appropriate to establish a slightly broader performance peer group than the Company’s general executive compensation peer group for fiscal year 2017 to help mitigate the impact that industry consolidation or extraordinary, unforeseen circumstances impacting any one company could have on the overall performance comparison. The fiscal year 2017 performance peer group was largely the same as the performance peer group for fiscal year 2016, except that four companies that were acquired during the year were removed (Fairchild

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Semiconductor International, Inc., Intersil Corporation, Linear Technology Corporation, and QLogic Corp.) and four companies were added based on the criteria noted above (Cavium, Inc., Mellanox Technologies, Ltd., Renesas Electronics Corporation, and Texas Instruments Incorporated).
Fiscal Year 2017 Performance Peer Group
Amkor Technology, Inc.
M/A-Com Technology Solutions, Inc.
Power Integrations, Inc.
Analog Devices, Inc.
Marvell Technology Group Ltd.
Renesas Electronics Corporation
Avago Technologies, Ltd.
Maxim Integrated Products, Inc.
RF Micro Devices, Inc.
AVX Corporation
MaxLinear, Inc.
Semtech Corporation
Cavium, Inc.
Mellanox Technologies, Ltd.
Silicon Laboratories Inc.
Cobham Plc
Mercury Systems, Inc.
Skyworks Solutions, Inc.
Cypress Semiconductor Corporation
Microchip Technology Incorporated
Texas Instruments Incorporated
Diodes Incorporated
MKS Instruments, Inc.
Vishay Intertechnology, Inc.
Infineon Technologies AG
ON Semiconductor Corporation
Xilinx, Inc.
Integrated Device Technology, Inc.

 
Bonus Results for Fiscal Year 2017
In April 2017, the Compensation Committee reviewed the Company’s performance during the First Half Performance Period and determined that the Company achieved the following performance levels for that period: Revenue - $878.4 million, Adjusted EPS - $1.77, and Net Cash Flow - $204.4 million. Applying the formulas for the First Half Performance Period set forth in the table above, the Compensation Committee approved a bonus for each of the Named Executive Officers of 192% of the executive’s target bonus for the first half period.
In November 2017, the Compensation Committee reviewed the Company's performance during the Fiscal Year 2016 Performance Period and determined that the Company achieved the following performance levels for that period: Revenue - $1.81 billion, Adjusted EPS - $3.85, and Net Cash Flow - $488.1 million. Applying the formulas for the Fiscal Year 2017 Performance Period set forth in the table above, the Compensation Committee approved a bonus for each of the Named Executive Officers of 195%of the executive’s target bonus for fiscal year 2017 (including the bonus amounts previously paid for the First Half Performance Period). No adjustments were made for relative performance as the Company’s growth level for each performance metric was above the 20th percentile compared to the peer companies.
Fiscal Year 2017 Bonus Payout
The following table sets forth each Named Executive Officer’s actual bonus for fiscal year 2017:
Name
Target Bonus
First Half Bonus Achieved
Fiscal Year 2017 Year-End Bonus Achieved (1)
Total Bonus Achieved
 Bonus Achieved as a % of Target
James J. Peterson
$
885,500

$
850,834

$
879,836

$
1,730,670

195%
Paul H. Pickle
$
330,000

$
317,081

$
327,889

$
644,970

195%
John W. Hohener
$
284,900

$
273,747

$
283,077

$
556,824

195%
Steven G. Litchfield
$
260,000

$
249,821

$
258,337

$
508,158

195%
David Goren
$
219,000

$
210,426

$
217,600

$
428,026

195%

(1)
For each Named Executive Officer, this amount represents the executive’s total bonus awarded for fiscal year 2017, less the amount of the executive’s "First Half Bonus Paid" (which was paid to the executive in April 2017).
As noted above, the bonuses awarded to each Named Executive Officer (other than Mr. Peterson) under the fiscal year 2017 bonus program were paid in shares of the Company’s common stock. The number of shares payable was determined by dividing the amount of the cash bonus award by the average of the closing prices for a share of Company common stock on the Nasdaq Stock Market for the period of twenty consecutive trading days ending with

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the last trading day of the applicable performance period (the First Half Performance Period or the Fiscal Year 2017 Performance Period, as the case may be). These average prices were $51.88 and $49.79, respectively. The table below set forth the number of shares issued to each Named Executive Officer under the fiscal year 2017 bonus program:
Name
 
Shares Issued in Payment of First Half Bonus
 
Shares Issued in Payment of Fiscal Year 2017 Year-End Bonus
Paul H. Pickle
 
6,111

 
6,586

John W. Hohener
 
5,276

 
5,686

Steven G. Litchfield
 
4,815

 
5,189

David Goren
 
4,056

 
4,371


Under SEC rules, the portion of each Named Executive Officer’s bonus that is awarded in cash is reported in the Summary Compensation Table below as non-equity incentive plan compensation for the fiscal year in which the bonus is earned, whereas the portion of each Named Executive Officer’s bonus that is awarded in shares is reported in the Summary Compensation Table below as stock award compensation for the fiscal year in which the grant date of the share award (as determined for accounting purposes) occurs. Accordingly, the bonus paid in shares for the First Half Performance Period to each of the Named Executive Officers (other than Mr. Peterson) is reported in the Summary Compensation Table as compensation for fiscal year 2017 as these shares were issued during fiscal year 2017, whereas the bonus paid in shares for fiscal year 2017 was paid shortly after the end of fiscal year 2017 (in November 2017) and will be reported as compensation for fiscal year 2018 in the compensation tables that appear in next year’s proxy statement (assuming the executive continues to be a Named Executive Officer). Mr. Peterson’s cash bonus payments for the First Half Performance Period and for the Fiscal Year 2017 Performance Period were earned in fiscal year 2017, and accordingly, such bonus amounts are reported in the Summary Compensation Table as compensation for fiscal year 2017.
Long-Term Incentive Equity Awards
Our policy is that the long-term compensation of our Named Executive Officers and other executive officers should be directly linked to the value provided to stockholders. Therefore, we have historically made annual grants of equity-based awards to provide further incentives to our executives to increase stockholder value. As previously noted, the Compensation Committee believes that performance-based compensation such as long-term equity incentives plays a significant role in aligning management’s interests with those of our stockholders. For this reason, these forms of compensation constitute a substantial portion of each of our Named Executive Officers’ compensation.
As described in more detail below, for fiscal year 2017, the Company granted awards with performance-based vesting requirements (in addition to a continued service requirement) for three-fourths of each participating Named Executive Officer’s annual equity-based award (with the remaining one-fourth of the award vesting based on the executive’s continued employment with the Company). The Compensation Committee believes that this emphasis on performance-based vesting of the participating Named Executive Officers’ equity awards helps to further align their interests with the interests of our stockholders.
Fiscal Year 2017 Equity Awards for Named Executive Officers
The Compensation Committee makes a subjective determination each year as to the type and number of long-term incentive equity awards to be granted to our Named Executive Officers in that year. To help inform its decision making process, the Compensation Committee considers a number of factors, including the executive’s position with the Company and total compensation package, the executive’s performance of his individual responsibilities, the equity participation levels of comparable executives at comparable companies, the Compensation Committee’s general assessment of Company and individual performance, the executive’s contribution to the success of the Company’s financial performance, the tax consequences of the grants to the individual executive and the Company, accounting impact, and potential dilution effects. A formula is not used for these purposes and none of these factors is given any particular weight over another as the ultimate equity award grant determinations by the Compensation Committee are subjective.

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For fiscal year 2017, the annual equity awards granted to the Named Executive Officers (other than Mr. Peterson) consisted of restricted shares (or restricted stock units in the case of performance-based awards) that generally vest over the three-year period following the date of grant. Restricted shares (or units) are designed both to link executives’ interests with those of our stockholders (as the shares’ value is based on the price of our common stock) and to provide a long-term retention incentive for the vesting period (as the shares generally have value regardless of stock price volatility). In addition, fewer restricted shares (or units) can be awarded to deliver the same grant-date value as stock options (determined using the equity award valuation principles applied in the Company’s financial reporting).
Mr. Peterson was not granted an annual equity award for fiscal year 2017 because of the long-term incentive equity award he received in July 2016. Mr. Peterson’s July 2016 award was described in our Proxy Statement for our Annual Meeting of Stockholders held in February 2016. The Compensation Committee’s intent in granting the July 2016 award to Mr. Peterson was that he would not be granted any other equity awards until fiscal year 2019 (other than payment in shares of any bonus he may receive under our annual incentive program). Accordingly, he was not granted an annual equity award for fiscal year 2017 and he will not be granted an annual equity award for fiscal year 2018.
The table below reflects the annual equity awards granted to the participating Named Executive Officers for fiscal year 2017. The values shown for the awards in the table below represent the value of the awards (at the "target" level of performance for performance stock units) on the date of grant calculated as noted below. The ultimate value of the awards will be contingent on the stock price at the time of vesting, and the degree to which performance awards vest.
Name
 
Time-Based Restricted Shares Awarded
 
Target Performance-Based Restricted Share Units Awarded
 
Aggregate Grant Date Fair Value (1)
Paul H. Pickle
 
19,691

 
59,072

 
$
3,335,678

John W. Hohener
 
14,853

 
44,560

 
$
2,516,190

Steven G. Litchfield
 
17,269

 
51,807

 
$
2,925,426

David Goren
 
10,630

 
31,891

 
$
1,800,800

 

(1)
These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company’s financial statements. The fair value of stock awards granted was based on the closing price of our common stock on the Nasdaq Stock Market on the date of grant. Other than for Mr. Peterson, who was not granted an annual equity award in fiscal year 2017, one-fourth of the aggregate grant date stock award value was attributable to the Named Executive Officer’s time-based restricted stock award and three-fourths of the value was attributable to the Named Executive Officer’s performance-based restricted stock unit award. The grant date value of the performance-based restricted stock unit award was determined assuming the "target" level of performance, and the actual payout of the award (based on performance for fiscal years 2017, 2018, and 2019) could range from 0% to 270% of the target level as described below.
Fiscal Year 2017 Performance Share Awards
For fiscal year 2017,three-fourths of the annual equity award granted to each executive (other than Mr. Peterson who, as noted above, did not receive an annual equity award for fiscal year 2017) was subject to performance vesting criteria. These shares are eligible to vest and be paid depending on Company rankings relative to peer companies selected by the Compensation Committee for growth in Revenue (70% of the performance award) and growth in Adjusted EPS (30% of the performance award). The Compensation Committee selected the relative weighting between Revenue and Adjusted EPS to align the performance metrics with our long-term growth initiatives. To measure the Company’s performance and the performance of the peer group companies for this purpose, a growth measure for each company would be determined for each performance metric based on the company’s performance levels for its four fiscal quarters ending during the applicable performance period as compared to its four consecutive fiscal quarters that ended immediately prior to the applicable performance period.
Performance rankings relative to peer companies are measured over cumulative one-, two-, and three-year periods. While some level of payout may be earned after each period as reflected in the tables below, the award is back-end weighted to promote long-term retention and a sustained performance focus. Furthermore, initial year payments are subtracted from subsequent year results to avoid paying for the same performance twice. Accordingly, any payouts made in connection with the initial performance year are deducted from the results of the cumulative two-year

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measurement period, and any payments made for the first two performance periods are deducted from the cumulative three-year measurement period.
Finally, in order to provide further alignment with stockholders, the payout percentages for the three-year performance period may be modified based on the Company’s TSR ranking within the peer group over that period. If the Company’s TSR ranking is in the top quartile of the peer group, the payout percentage will be increased by 20%. If the Company’s TSR ranking is in the bottom quartile of the peer group, the payout percentage will be reduced by 20%. If the Company's TSR ranking falls within the middle quartiles of the peer group, no modification will occur.
The tables below provide the payout percentages of the fiscal year 2017 performance share awards. We show the performance ranking scale and the shares that vest as a percentage of target award. The vesting percentage is determined by linear interpolation for performance between the levels shown in the tables.
Period 1: Initial Year Measurement
(Fiscal Year 2017)
 
Period 2: Cumulative 2-Year Measurement
(Fiscal Years 2017-2018)
Relative Revenue/Adjusted EPS Percentile Ranking
Shares Vested as a % of Target Award
 
Relative Revenue/Adjusted EPS Percentile Ranking
Shares Vested as a % of Target Award
50th Percentile and Above
40%
 
50th Percentile and Above
100%
25th Percentile
24%
 
25th Percentile
60%
10th Percentile
10%
 
10th Percentile
25%
Less than 10th Percentile
0%
 
Less than 10th Percentile
0%
 
 
 
Net of Period 1 Payout
 
 
 
 
 
Period 3: Cumulative 3-Year Measurement
(Fiscal Year 2017-2019)
Relative Revenue/Adjusted EPS Percentile Ranking
Shares Vested as a % of Target Award
 
Relative TSR
Percentile Ranking
Multiplier
80th Percentile and Above
225%
 
Top Quartile
1.20
50th Percentile
100%
 
2nd or 3rd Quartile
1.00
25th Percentile
60%
 
Bottom Quartile
0.80
10th Percentile
25%
 
 
 
Less than 10th Percentile
0%
 
 
 
Net of Prior Payouts for Periods 1 and 2
Fiscal Year 2017 Performance Peers
The peer companies the Compensation Committee selected for determining relative performance under the fiscal year 2017 performance share awards are the same performance peer companies, listed above, that we used to measure relative performance under our bonus plan for fiscal year 2017. As described above, this group of companies is slightly broader than the Company’s general executive compensation peer group for fiscal year 2017.
Equity Grant Methodology
Annual equity awards are generally granted at a Compensation Committee meeting held shortly after the beginning of each new fiscal year. Other than grants made in connection with the hiring or promotion of employees or other special circumstances, the Compensation Committee generally does not grant equity awards at any other time during the year. Awards related to the hiring or promotion of an individual are issued and priced commensurate with the effective day of each action and are approved by the Compensation Committee (or the Special Committee appointed to make certain equity award grants to non-executive employees as described above) commensurate with or in advance of such action.
Vesting of Previously Issued Performance Equity Awards
In November 2017, the Compensation Committee determined the portion of the Named Executive Officers’ performance-based equity awards that vested based on our performance for fiscal year 2017, for the two-year performance period comprised of fiscal years 2016 and 2017, and for the three-year performance period comprised

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Executive Compensation

of fiscal years 2015, 2016 and 2017. These awards included the grants made for fiscal year 2017, as described in detail above, and grants made for fiscal years 2015 and 2016, which are described in detail in our proxy statement for our annual meeting of stockholders held in February 2016 and February 2017, respectively. Amounts realized by the Named Executive Officers attributable to these awards can be found in the "Option Exercises and Stock Vested" table.
Fiscal Year 2017 Award (Performance Period of Fiscal Years 2017 to 2019)
For the performance award granted to each of the Named Executive Officers for fiscal year 2017, the following chart shows the Company’s results for the applicable performance metrics in fiscal year 2017 and the resulting vesting percentage for the awards:
 
Percentile Rank
 
Achievement %
Maximum Eligible to Vest as a % of the Total Target Award
 
Vested as a % of the Total Target Award
 
Revenue
(70%)
Adjusted EPS
(30%)
 
Revenue
(70%)
Adjusted EPS
(30%)
Total
Year 1 (Fiscal Year 2017)
34th
41st
 
29.8%
34.2%
31.1%
40%
 
31.1%
Year 2 (Fiscal Years 2017-2018)
 
 
 
 
 
 
100%
 
 
Year 3 (Fiscal Years 2017-2019)
 
 
 
 
 
 
225%
(1)
 
Total Vested as a % of Target Award
 
 
 
 
 
 
40%

(1)
The vesting percentage for the award is limited to a maximum of 270% after giving effect to the TSR multiplier described above.
Fiscal Year 2016 Award (Performance Period of Fiscal Years 2016 to 2018)
As described in more detail in the Company's 2016 proxy statement, the Compensation Committee approved grants of restricted stock unit awards to each Named Executive Officer early in fiscal year 2016 that are eligible to vest based on the Company’s growth in Revenue and Adjusted EPS during fiscal years 2016, 2017 and 2018 relative to a peer group of companies selected by the Compensation Committee for purposes of the award. The awards are similar in structure to the fiscal year 2017 performance awards described above, with seventy percent of the units allocated to the Revenue growth metric and thirty percent of the units allocated to the Adjusted EPS growth metric. The percentage of the award that vests at different performance levels is that same as described above for the fiscal year 2017 performance award. As with the fiscal year 2017 awards, the vesting percentage for the cumulative three-year performance period is subject to modification based on the Company’s total shareholder return for that period relative to the peer group established by the Compensation Committee (with the maximum multiplier being 1.20 for TSR performance in the top quartile of the peer group for the three-year performance period).
The following table reflects the Company’s relative performance ranking for Revenue and Adjusted EPS for fiscal year 2016 and the two-year period consisting of fiscal years 2016 and 2017, along with the vesting percentage for each period for purposes of these awards.
 
Percentile Rank
 
Achievement %
Maximum Eligible to Vest as a % of the Total Target Award
 
Vested as a % of the Total Target Award
 
 
Revenue
(70%)
Adjusted EPS
(30%)
 
Revenue
(70%)
Adjusted EPS
(30%)
Total
 
Year 1 (Fiscal Year 2016)
85th
54th
 
100%
100%
100%
40%
 
40%
 
Year 2 (Fiscal Years 2016-2017)
58th
46th
 
100%
93.6%
98.1%
100%
 
58.1%
(1)
Year 3 (Fiscal years 2016-2018)
 
 
 
 
 
 
270%
(2)
 
 
Total Vested as a % of Target Award
 
 
 
 
 
 
98.1%
 

(1)
The percentage reflects a vesting percentage of 98.1% based on fiscal year 2016-2017 performance, minus 40% previously vested for Period 1 under the award.
(2)
The vesting percentage for the award is limited to a maximum of 270% after giving effect to the TSR multiplier described above.

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Executive Compensation

Fiscal Year 2015 Award (Performance Period of Fiscal Years 2015 to 2017)
As described in more detail in the Company’s 2015 proxy statement, the Compensation Committee approved grants of restricted stock unit awards to each Named Executive Officer early in fiscal year 2015 that are eligible to vest based on the Company’s growth in Revenue and Adjusted EPS during fiscal years 2015, 2016 and 2017 relative to a peer group of companies selected by the Compensation Committee for purposes of the award. The awards are similar in structure to the fiscal year 2017 performance awards described above, with seventy percent of the units allocated to the Revenue growth metric and thirty percent of the units allocated to the Adjusted EPS growth metric. The percentage of the award that vests at different performance levels is the same as described above for the fiscal year 2017 performance award. As with the fiscal year 2017 and 2016 awards, the vesting percentage for the cumulative three-year performance period is subject to modification based on the Company’s total shareholder return for that period relative to the peer group established by the Compensation Committee (with the maximum multiplier being 1.20 for TSR performance in the top quartile of the peer group for the three-year performance period).
In November 2015, the Compensation Committee reviewed the Company’s Revenue and Adjusted EPS growth levels for fiscal year 2015 relative to the peer group and determined that 40% of the target number of units subject to each award vested for the fiscal year 2015 performance period based on these performance levels. In November 2016, the Compensation Committee reviewed the Company’s Revenue and Adjusted EPS for the two-year performance period comprised of fiscal year 2015 and fiscal year 2016 and determined based on these performance levels that 60% of the target number of units subject to each award vested for that performance period (or 100% after giving effect to the offset for payment of shares previously made under the award for fiscal year 2015 performance). For the three-year performance period comprised of fiscal years 2015, 2016 and 2017, the Compensation Committee established the following performance rankings and vesting percentages for purposes of these awards (with the vesting percentage determined by linear interpolation for performance between the threshold and maximum levels):
Period 3: Cumulative 3-Year Measurement
(Fiscal Years 2015-2017)
Revenue Percentile Rank
(70%)
Adjusted EPS Percentile Rank
(30%)
Shares Vested as a % of Target Award
80th Percentile and Above
80th Percentile and Above
225%
50th Percentile
50th Percentile and Above
100%
25th Percentile
25th Percentile
60%
10th Percentile
10th Percentile
25%
Less than 10th Percentile
Less than 10th Percentile
0%
Net of Prior Payout for Periods 1 and 2
Finally, in order to provide further alignment with stockholders, the payout percentage for the three-year performance period was subject to modification based on the Company’s TSR ranking within the peer group over that period. If the Company’s TSR ranking was in the top quartile of the peer group, the payout percentage would be increased by 20%. If the Company’s TSR ranking was in the bottom quartile of the peer group, the payout percentage would be reduced by 20%. If the Company fell within the middle quartile of the peer group, no modification would occur.
The following table reflects the Company’s relative performance ranking for Revenue and Adjusted EPS for fiscal year 2015, the two-year period consisting of fiscal years 2015, and 2016 and the three-year period consisting of fiscal years 2015, and 2016 and 2017, along with the vesting percentage for each period, and the impact of the TSR-based modifier, for purposes of these awards.

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Executive Compensation

 
Percentile Rank
 
Achievement %
 
Maximum Eligible to Vest as a % of the Total Target Award
 
Vested as a % of the Total Target Award
 
 
Revenue
(70%)
Adjusted EPS
(30%)
 
Revenue
(70%)
Adjusted EPS
(30%)
Total
 
 
Year 1 (Fiscal Year 2015)
59th
69th
 
100%
100%
100%
 
40%
 
40%
 
Year 2 (Fiscal Years 2015-2016)
75th
67th
 
100%
100%
100%
 
100%
 
60%
 
Year 3 (Fiscal Years 2015-2017)
45th
55th
 
100%
120.8%
106.2%
(1)
270%
(2)
27.5%
(3)
Total Vested as a % of Target Award
 
 
 
 
 
 
 
127.5%
 

(1)
The achievement percentage was determined to be 106.2% before giving effect to the TSR multiplier described above. The Compensation Committee determined that the Company’s TSR ranking over the three-year performance period under these awards (fiscal years 2015-2017) was in the top quartile of the peer group. Accordingly, the 106.2% achievement percentage was multiplied by a factor of 1.2 to produce a total achievement percentage of 127.5%. The revenue achievement percentage for Year 3 remained 100% as there is no reduction under the awards for payouts that occurred in prior years and the 100% achievement percentage for the revenue measure was attained in Year 2 (the fiscal year 2015-2016 performance period).
(2)
The vesting percentage for the award is limited to a maximum of 270% after giving effect to the TSR multiplier described above.
(3)
The percentage reflects a vesting percentage of 127.5% based on fiscal year 2015-2017 performance, minus 100% previously vested for Year 1 and Year 2 under the award.
Prior Year CEO Long-Term Incentive Equity Award
In fiscal year 2016, the Compensation Committee approved a long-term incentive equity award for Mr. Peterson with performance-based vesting conditions tied to achieving specified Company common stock values within five years. In approving the grant, the Compensation Committee’s intent was that Mr. Peterson would not receive an additional annual equity award from the Company until fiscal year 2019.
At the time the award was granted, the stock price-based vesting levels of $50.00, $60.00 and $70.00 applicable to the award were all significantly higher than the closing price for a share of Company common stock on the Nasdaq Stock Market on the grant date of the award ($36.30) and greater than the highest trading price for a share of Company common stock ever reported on the Nasdaq stock market prior to that time ($39.56). The first tranche of this award (corresponding to a stock price level of $50.00 per share for a period of 20 consecutive days) vested on December 9, 2016.
As of December 18, 2017, the closing price of a share of the Company’s common stock was $53.46 which was above the $50.00 level that triggered the vesting of the first vesting installment of this award but not at the level to trigger the vesting of the second or third installments of this award.
Perquisites and Personal Benefits

The Company provides certain perquisites and personal benefits to the Named Executive Officers. Perquisites provided to one or more Named Executive Officers include an automobile allowance and Company-paid premiums for life insurance coverage, disability insurance coverage, and health insurance coverage under the Company’s executive health plan. The Company believes perquisites and personal benefits are often a tax-advantaged way to provide the Named Executive Officers with additional annual compensation that supplements their other compensation opportunities, and therefore treat perquisites as another component of annual compensation that is merely paid in a different form. The costs to the Company of providing these benefits are taken into account when the Compensation Committee assesses the appropriate compensation levels for the Named Executive Officers. The perquisites and personal benefits provided to each Named Executive Officer in fiscal year 2017 are reported in the Summary Compensation Table below and are explained in more detail in the footnotes thereto.
Termination of Vacation Policy

In May 2017, the Company terminated its prior vacation policy for exempt employees in the United States, which included the Named Executive Officers. Under the prior vacation policy, the Named Executive Officers were previously

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Executive Compensation

entitled to take or accrue a specified number of paid weeks of vacation each year. Under the Company’s new vacation policy, eligible employees are generally entitled to take paid time off as their schedules permit but they do not accrue any level of paid vacation that is not actually taken in a particular year. The Compensation Committee approved the settlement of the Named Executive Officers’ respective accrued and unused vacation balances in the form of shares of Company common stock to further align their interests with those of the Company’s stockholders.
The following table presents the number of shares of Company common stock issued to each Named Executive Officer in settlement of his accrued and unused vacation time.
Name
Shares Issued to Settle Accrued and Unused Vacation
James J. Peterson
2,035

Paul H. Pickle
1,112

John W. Hohener
1,029

Steven G. Litchfield
1,011

David Goren
923

Severance and Other Benefits Upon Termination of Employment

We provide each of our Named Executive Officers with severance benefits under individual retention agreements upon certain terminations of their employment in connection with a change in control of the Company. We provide these benefits because we believe the occurrence, or potential occurrence, of a change-in-control transaction will create uncertainty regarding the continued employment of our Named Executive Officers and other executive officers as many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage our executive officers to remain employed with the Company during an important time when their prospects for continued employment following the transaction may be uncertain, we provide these officers with severance benefits if their employment is actually or constructively terminated by us without cause in connection with a change in control.
The severance benefits for the Named Executive Officers are generally determined as if they continued to remain employed for two years following their actual termination date. We believe our executive officers should receive these severance benefits if their employment is constructively terminated in connection with a change in control (i.e., by a material reduction in the executive’s compensation or duties). Because we believe constructive terminations in connection with a change in control are conceptually the same as actual terminations, these retention agreements provide that the executive may terminate employment in connection with a change in control under circumstances we believe would constitute a constructive termination of the Named Executive Officer’s employment.
In addition, the retention agreement we entered into with Mr. Hohener in November 2008 provides for him to receive severance benefits if his employment is terminated by the Company without cause or by him for good reason prior to a change in control. Based on its review of similarly situated executives, the Compensation Committee determined it was reasonable to provide Mr. Hohener with severance benefits under these circumstances in light of his position with the Company and as part of his overall compensation package. These severance benefits for Mr. Hohener are generally determined as if he continued to remain employed by the Company for one year following his actual termination date.
As described below under "Potential Payments Upon Termination or Change in Control," outstanding equity-based awards granted to our Named Executive Officers under our 2008 Performance Incentive Plan (the "2008 Plan") generally have "double-trigger" vesting acceleration in connection with a change in control of the Company, which means they vest on an accelerated basis only if the award holder’s employment is terminated by the Company without cause or the award holder terminates employment for good reason, or the awards are not assumed by the successor entity in the transaction. The performance-based equity awards granted to our Named Executive Officers may also vest in connection with a change in control of the Company or certain other terminations of the executive’s employment as described in more detail below. For a discussion of the severance and change in control provisions applicable to the long-term incentive equity award granted to Mr. Peterson in July 2016, see "Potential Payments Upon Termination or Change in Control - CEO Long-Term Incentive Equity Award" below.

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Executive Compensation

In the case of Mr. Peterson, as part of his change-in-control severance benefits under the agreement we originally entered into with him in January 2001, he would be reimbursed for the full amount of any excise taxes imposed on his severance payments and any other payments under Section 4999 of the Internal Revenue Code. When our Compensation Committee has subsequently approved change-in-control severance agreements for the other Named Executive Officers, the Compensation Committee decided not to include these tax gross-up provisions in their agreements.
Executive Stock Ownership Policy

Under our stock ownership policy for our Named Executive Officers, our Chief Executive Officer is expected to acquire and hold shares of common stock of the Company, or time-based vesting Company restricted stock or restricted stock unit awards, with a value of at least three times his base salary (or, if less, 90,000 shares). Each of our other Named Executive Officers are expected to acquire and hold shares of common stock of the Company, or time-based vesting Company restricted stock or restricted stock unit awards, with a value of at least one times the executive’s base salary (or, if less, 15,000 shares). The executives generally have five years after the executive becomes subject to the policy to satisfy the policy. As of the date of filing of this Proxy Statement, each of our Named Executive Officers has satisfied the policy.
Clawback Policy

We have adopted a clawback policy that allows our Board of Directors or Compensation Committee to require reimbursement or cancellation of awards or payments made under our cash and equity incentive programs to the Named Executive Officers in certain circumstances where the amount of the award or payment was determined based on the achievement of financial results that were subsequently the subject of an accounting restatement due to material noncompliance with applicable securities laws and the executive engaged in willful misconduct that directly caused the need for the restatement.
Policy with Respect to Section 162(m)

Section 162(m) of the Internal Revenue Code generally disallows public companies a tax deduction for compensation in excess of $1,000,000 paid to their Chief Executive Officers and the three other most highly compensated Named Executive Officers employed at the end of the year (other than the Chief Financial Officer) unless certain performance and other requirements are met. As one of the factors in its consideration of compensation matters, the Compensation Committee considers the anticipated tax treatment to the Company of various payments and benefits, including the impact of Section 162(m). However, we reserve the right to design programs that may not be deductible if we believe they are nevertheless appropriate to help achieve our executive compensation program objectives. In addition, Section 162(m) as well as the rules and regulations promulgated under Section 162(m) are subject to change from time to time (sometimes with retroactive effect) and a number of requirements must be met in order for particular compensation to qualify under Section 162(m). There can be no assurance that any compensation intended to qualify for deductibility under Section 162(m) awarded or paid by the Company will be fully deductible. The Compensation Committee will continue to monitor the tax and other consequences of our executive compensation program as part of its primary objective of ensuring that compensation paid to our executive officers is reasonable and consistent with the goals of the Company and its stockholders.
Subsequent Compensation Actions

In November 2017, the Compensation Committee also approved annual equity awards for fiscal year 2018 for each of the Named Executive Officers (except that Mr. Peterson did not receive an annual equity award in light of the long-term incentive equity award granted to him in July 2016).
All of the annual equity awards granted to the Named Executive Officers for fiscal year 2018 are in the form of performance stock units (rather than three-fourths of each executive’s award in form of performance stock units and one-fourth of each executive’s award was in the form of time-based restricted stock). The performance stock units are eligible to vest based on the Company’s rate of growth for Revenue and Adjusted EPS over the Company’s fiscal years 2018, 2019 and 2020 relative to the growth rates for that metric over the relevant performance period for a

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Executive Compensation

peer group of companies. In addition, the vesting percentage of the award may be modified up (by a factor not in excess of 1.25 times) based on the Company’s revenue growth over the three-year performance period covered by the award if the Company’s total shareholder return over that three-year period is in the top half relative to the peer group. A portion of the performance units may vest based on performance after each of the first two fiscal years of the performance period. The maximum payout under each award, after taking the maximum possible modifier based on revenue growth and TSR into account, is 225% of the "target" number of shares subject to the award (reduced from a 270% maximum potential payout applicable to the Company’s performance stock units granted as part of its fiscal year 2017 annual equity awards).
The Compensation Committee also adopted an annual incentive program for fiscal year 2018. Each of the Named Executive Officers is a participant in the program. The program is similar in structure to the bonus program for fiscal year 2017 described under "Annual Incentive Bonuses" above in that bonuses awarded under the program will generally be determined based on the Company’s Revenue, Adjusted EPS and Net Cash Flow for the fiscal year against performance targets established by the Compensation Committee. Each Named Executive Officer has the same target bonus level (when expressed as a percentage of the executive’s base salary) as under the fiscal year 2017 program. Any bonuses payable to the Named Executive Officers (including for Mr. Peterson) under the 2018 annual incentive program will be paid in shares of Company stock.
The Compensation Committee also determined that the Named Executive Officers’ base salaries for fiscal year 2018 would remain the same as their fiscal year 2017 levels listed above under "Base Salaries".


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Executive Compensation

Compensation Committee Report

The following report of our Compensation Committee shall not be deemed soliciting material or to be filed with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, nor shall any information in this report be incorporated by reference into any past or future filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except to the extent we specifically request that it be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.  
The Compensation Committee has certain duties and powers as described in its charter. The Compensation Committee is currently composed of the four Non-Employee Directors named at the end of this report, each of whom the Board has determined is independent as defined by the Nasdaq listing standards.  
The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis section be included in this Proxy Statement to be filed with the SEC.  
COMPENSATION COMMITTEE  
Matthew E. Massengill (Chairman)
Kimberly E. Alexy
William E. Bendush
Paul F. Folino
Compensation Committee Interlocks and Insider Participation

Kimberly E. Alexy, William E. Bendush, Paul F. Folino and Matthew E. Massengill were members of the Compensation Committee during all of fiscal year 2017. No member of the Compensation Committee is or has been an executive officer of the Company or had any relationships requiring disclosure by the Company under rules of the SEC requiring disclosure of certain relationships and related person transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee during all of fiscal year 2017.


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Executive Compensation

Summary Compensation Table – Fiscal Years 2015 to 2017

The following table shows the compensation paid to or earned by our Named Executive Officers during the fiscal years 2015 through 2017.
 
 
Year  
 
Salary
 
Bonus
 
Stock
Awards
(1) (2)
 
Option
Awards
 
Non-Equity
Incentive
Plan
Compensation (2)
 
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
 
All Other
Compensation (3)
 
Total
James J. Peterson
 
2017
 
$
805,000

 
$

 
$
864,320

(4)
$

 
$
1,730,670

 
$

 
$
146,786

 
$
3,546,776

Chairman of the Board and Chief
Executive Officer
 
2016
 
$
805,000

 
$

 
$
27,107,280

 
$

 
$

 
$

 
$
46,501

 
$
27,958,781

 
2015
 
$
735,000

 
$

 
$
5,837,575

 
$

 
$
796,698

 
$

 
$
52,390

 
$
7,421,663

Paul H. Pickle
 
2017
 
$
440,000

 
$

 
$
3,957,144

 
$

 
$

 
$

 
$
112,007

 
$
4,509,151

President and Chief Operating Officer
 
2016
 
$
440,000

 
$

 
$
2,894,010

 
$

 
$

 
$

 
$
54,994

 
$
3,389,004

 
2014
 
$
400,000

 
$

 
$
2,663,686

 
$

 
$
295,621

 
$

 
$
66,063

 
$
3,425,370

John W. Hohener
 
2017
 
$
407,000

 
$

 
$
3,052,738

 
$

 
$

 
$

 
$
102,429

 
$
3,562,167

Executive Vice President,
Chief Financial Officer and Treasurer
 
2016
 
$
407,000

 
$

 
$
2,377,558

 
$

 
$

 
$

 
$
45,268

 
$
2,829,826

 
2015
 
$
398,600

 
$

 
$
2,176,757

 
$

 
$
274,947

 
$

 
$
50,470

 
$
2,900,774

Steven G. Litchfield
 
2017
 
$
400,000

 
$

 
$
3,415,096

 
$

 
$

 
$

 
$
108,718

 
$
3,923,814

Executive Vice President,
Chief Strategy Officer
 
2016
 
$
400,000

 
$

 
$
2,512,949

 
$

 
$

 
$

 
$
56,469

 
$
2,969,418

 
2015
 
$
356,400

 
$

 
$
2,366,762

 
$

 
$
228,278

 
$

 
$
62,030

 
$
3,013,470

David Goren
 
2017
 
$
365,000

 
$

 
$
2,213,247

 
$

 
$

 
$

 
$
104,326

 
$
2,682,573

Senior Vice President,
Business Affairs,
Legal, Compliance and Secretary
 
2016
 
$
365,000

 
$

 
$
1,715,150

 
$

 
$

 
$

 
$
54,761

 
$
2,134,911

 
2015
 
$
340,000

 
$

 
$
1,557,878

 
$

 
$
201,022

 
$

 
$
66,443

 
$
2,165,343


(1)
The amounts reported in the "Stock Awards" column reflect the fair value on the grant date of the awards of stock and performance share units granted to our Named Executive Officers during the applicable fiscal year. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company’s financial statements. The fair value of Stock Awards granted was based on the closing price of our common stock on the Nasdaq Stock Market on the date of grant. For additional information on the assumptions and methodologies used to value the awards reported in the "Stock Awards" column above, please see the discussion of stock awards contained in the Stock Based Compensation footnote to the Company’s Consolidated Financial Statements, included as part of the Company’s 2017 Annual Report on Form 10-K, filed with the SEC. No stock awards granted to Named Executive Officers were forfeited during fiscal years 2015, 2016 or 2017. For information about the stock awards granted to our Named Executive Officers for fiscal year 2017, please see the discussion under "Grants of Plan-Based Awards" below.
The amounts included in the "Stock Awards" column with respect to performance share units granted during fiscal years 2015, 2016 and 2017 are based on the probable outcome (as of the grant date) of the performance-based conditions applicable to the awards, as determined under generally accepted accounting principles. We considered the "target" level of performance to be the probable outcome (as of the grant date) for these purposes. The following table presents the aggregate grant-date fair value of performance share units awards granted in fiscal years 2015, 2016 and 2017 included in the "Stock Awards" column for these fiscal years and the aggregate grant-date fair value of these awards assuming that the highest level of performance conditions were achieved.
 
 
Aggregate Grant Date Fair Value of Performance Awards
 
 
Fiscal Year 2015
 
Fiscal Year 2016
 
Fiscal Year 2017
Name 
 
Based on Probable Outcome as of the Grant Date
Based on Maximum Performance
 
Based on Probable Outcome as of the Grant Date
Based on Maximum Performance
 
Based on Probable Outcome as of the Grant Date
Based on Maximum Performance
James J. Peterson
 
$
4,444,259

$
11,999,499

 
$
24,978,153

$
32,377,323

 
$

$

Paul H. Pickle
 
$
2,027,918

$
5,475,379

 
$
1,986,403

$
5,363,288

 
$
2,532,482

$
6,837,701

John W. Hohener
 
$
1,657,203

$
4,474,448

 
$
1,622,832

$
4,381,646

 
$
1,910,336

$
5,157,907

Steven G. Litchfield
 
$
1,779,031

$
4,803,384

 
$
1,742,327

$
4,704,283

 
$
2,221,023

$
5,996,762

David Goren
 
$
1,186,057

$
3,202,354

 
$
1,161,826

$
3,136,930

 
$
1,367,202

$
3,691,445


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Executive Compensation


(2)
As described in the "Compensation Discussion and Analysis" above, the Compensation Committee determined that bonuses for our Named Executive Officers (other than Mr. Peterson) under our fiscal year 2017 annual bonus program would be paid in shares of our common stock. Under SEC rules, the grant date fair value of these stock bonus awards are reported as compensation for the Named Executive Officer for the fiscal year in which the bonus is awarded (as opposed to cash awards which are reported as compensation for the fiscal year in which the bonus was earned). Accordingly, the Named Executive Officers’ bonuses for fiscal year 2015 and Mr. Peterson’s bonuses for fiscal year 2017 are reported in the "Non-Equity Incentive Plan Compensation" in the table above for the applicable fiscal year as those bonuses were paid in cash. The bonuses awarded to the Named Executive Officers (other than Mr. Peterson) in April 2016 based on the Company’s performance during the first half of fiscal year 2016 are included in the "Stock Awards" column for fiscal year 2016 as these bonuses were paid in shares during fiscal year 2016. The bonuses awarded to the Named Executive Officers (other than Mr. Peterson) in November 2016 based on the Company’s performance during fiscal year 2016, and in April 2017 based on the Company’s performance during the first half of fiscal year 2017, are included in the "Stock Awards" column for fiscal year 2017 as these bonuses were paid in shares during fiscal year 2017 and are also reflected in the "Grants of Plan-Based Awards Table" below. The remaining portion of the Named Executive Officers’ bonuses for fiscal year 2017 were awarded in shares in November 2017 and, accordingly, will be reported in the "Stock Awards" column as part of the Named Executive Officers’ compensation for fiscal year 2018 in next year’s proxy statement.
(3)
The amounts reported in the "All Other Compensation" column of the table above consist of payments in settlement of accrued and unused vacation, payments of premiums under the Company’s health, disability and life insurance policies and auto allowance for each of these executives. The Company is not the beneficiary of the life insurance policies, and the premiums that the Company pays are taxable as income to the applicable executive officer. This insurance is not split-dollar life insurance. The fiscal year 2017 payments made on behalf of or to each of the Named Executive Officers were as follows:
Name 
 
Settlement of Accrued and Unused Vacation*
 
Health and Disability Insurance Premiums
 
Auto Allowance
 
401(k) Plan Contributions
 
Term Life Insurance Premiums
James J. Peterson
 
$
98,006

 
$
26,412

 
$
12,000

 
$
5,400

 
$
4,968

Paul H. Pickle
 
$
53,554

 
$
38,758

 
$
11,004

 
$
3,723

 
$
4,968

John W. Hohener
 
$
49,557

 
$
31,500

 
$
11,004

 
$
5,400

 
$
4,968

Steven G. Litchfield
 
$
48,690

 
$
38,656

 
$
11,004

 
$
5,400

 
$
4,968

David Goren
 
$
44,452

 
$
38,567

 
$
11,004

 
$
5,335

 
$
4,968

 
*As described in the "Compensation Discussion and Analysis" above, each Named Executive Officer's accrued and unused vacation time was settled in fiscal year 2017. The amount reflected in this column is the dollar value of shares issued to settle the accrued an unused vacation time of the Named Executive Officers based on the number of shares issued to each Named Executive Officer multiplied by the closing price for a share of the Company's common stock on Nasdaq Stock Market on May 19, 2017, which was $48.16 per share.

(4)
Represents a bonus paid in shares of our common stock under our fiscal year 2017 bonus program, which was adopted in October 2016.
The bonus was paid in April 2017 based on performance during the first six months of the fiscal year 2017. As previously noted, Mr. Peterson
did not receive an annual equity award for fiscal year 2017 and he will not receive an annual equity award for fiscal year 2018.

Compensation of Named Executive Officers  
The Summary Compensation Table above quantifies the value of the different forms of compensation earned by or awarded to our Named Executive Officers in fiscal year 2017. The primary elements of each Named Executive Officer’s total compensation reported in the table are base salary, non-equity incentives or a bonus, and long-term equity incentives. Named Executive Officers also earned the other benefits listed in the "All Other Compensation" column of the Summary Compensation Table. As noted above, the Company does not have employment agreements with any of the Named Executive Officers that provide for minimum levels of base salary.  
The Summary Compensation Table should be read in conjunction with the tables and narrative descriptions that follow. The Grants of Plan-Based Awards table, and the accompanying description of the material terms of the restricted stock awards granted during fiscal year 2017, provides information regarding the incentive compensation awarded to our Named Executive Officers. The Outstanding Equity Awards at Fiscal Year End and Option Exercises and Stock Vested tables provide further information on the Named Executive Officers’ potential realizable value and actual value realized with respect to their equity awards.

Microsemi Corporation
43

Executive Compensation

Grants of Plan-Based Awards – Fiscal Year 2017

The following table provides information about grants of plan-based cash and equity awards during fiscal year 2017 to the Named Executive Officers. Each of the equity-based awards was granted under our 2008 Plan.  
 
 
Grant Date
 
Estimated Potential Payouts Under Non-Equity Incentive Plan Awards
 
Estimated Potential Payouts Under Equity Incentive Plan Awards
 
All Other Stock Awards: Number of Shares of Stock or Units
 
All Other Option Awards: Number of Securities Underlying
 
Exercise or Base Price of Option
 
Grant Date Fair Value of Stock and Option Awards (1)
Name
 
 
Threshold
Target
Maximum
 
Threshold
Target
Maximum
 
James J. Peterson
 
11/8/2016 (2)
 
$

$

$

 



 
18,500

 

 
$

 
$
864,320

 
 
4/26/2017 (3)
 
$

$
850,834

$

 



 

 

 
$

 
$

Paul H. Pickle
 
10/10/2016
 
$

$

$

 

59,072

159,494

 

 

 
$

 
$
2,532,482

 
 
10/10/2016
 
$

$

$

 



 
19,691

 

 
$

 
$
803,196

 
 
10/10/2016
 
$

$
330,000

$
660,000

 



 

 

 
$

 
$

 
 
11/8/2016 (2)
 
$

$

$

 



 
6,894

 

 
$

 
$
322,088

 
 
4/26/2017 (3)
 
$

$

$

 

 

 
6,111

 

 
$

 
$
299,378

John W. Hohener
 
10/10/2016
 
$

$

$

 

44,560

120,312

 

 

 
$

 
$
1,910,336

 
 
10/10/2016
 
$

$

$

 



 
14,853

 

 
$

 
$
605,854

 
 
10/10/2016
 
$

$
284,900

$
569,800

 



 

 

 
$

 
$

 
 
11/8/2016 (2)
 
$

$

$

 



 
5,952

 

 
$

 
$
278,077

 
 
4/26/2017 (3)
 
$