XML 71 R2.htm IDEA: XBRL DOCUMENT v3.24.3
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Aug. 29, 2024
Aug. 31, 2023
Sep. 01, 2022
Sep. 02, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based on:(4)
Company Selected Measure: Non-GAAP Net Income (Loss)(7)
(in millions)
Fiscal Year
Summary Compensation Table for PEO(1)
Compensation Actually Paid to PEO(2)
Average Summary Compensation Table Total for Non-PEO NEOs(3)
Average Compensation Actually Paid to Non-PEO NEOs(2)
Company Total Shareholder Return (“TSR”)
Peer Group TSR(5)
Net Income (Loss)(6)
(in millions)
2024$30,060,126 $72,800,970 $10,791,271 $25,984,963 $210.22 $225.10 $778 $1,472 
202325,276,953 42,535,8028,414,80013,652,768153.10164.30(5,833)(4,862)
202228,840,80913,451,73210,446,4404,217,817124.42117.538,687 9,475 
202125,316,70968,023,7777,697,87719,558,088159.70152.685,861 6,976 
     
Company Selected Measure Name non-GAAP net income (loss)      
Named Executive Officers, Footnote Our Principal Executive Officer (“PEO”) for each of the fiscal years shown in the table is Sanjay Mehrotra. Amounts reflect the compensation reported in the “Total” column of the Summary Compensation Table for our PEO for the corresponding fiscal year. Amounts reflect the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs for the corresponding fiscal year. Our Non-PEO NEOs for each of the fiscal years shown in the Pay Versus Performance Table are:
2024:
M. Murphy, M. Bhatia, S. DeBoer, and S. Sadana
2023:
M. Murphy, M. Bhatia, S. DeBoer, and S. Sadana
2022:
M. Murphy, M. Bhatia, M. Bokan, S. DeBoer, S. Sadana, and D. Zinsner (former CFO)
2021:
M. Bhatia, S. DeBoer, S. Sadana, and D. Zinsner
     
Peer Group Issuers, Footnote The Peer Group is based on the Philadelphia Semiconductor Index, one of the indices identified in the Stock Price Performance Graph included in our Annual Report on Form 10-K for Fiscal 2024.      
PEO Total Compensation Amount $ 30,060,126 $ 25,276,953 $ 28,840,809 $ 25,316,709
PEO Actually Paid Compensation Amount $ 72,800,970 42,535,802 13,451,732 68,023,777
Adjustment To PEO Compensation, Footnote Amounts reflect the Compensation Actually Paid (“CAP”) of our PEO, or the average of the CAP of our Non-PEO Named Executive Officers (“Non-PEO NEOs”), for each fiscal year. CAP does not necessarily reflect amounts of compensation actually earned, realized, or received in each fiscal year. Rather, CAP is calculated starting with the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO or Non-PEO NEOs, as applicable, for each fiscal year (and averaged for our Non-PEO NEOs), as adjusted in accordance with the requirements of Item 402(v) of Regulation S-K. The following adjustments were made to the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO and the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs:
PEO
Fiscal 2024Fiscal 2023Fiscal 2022Fiscal 2021
Summary Compensation Table Total
$30,060,126 $25,276,953 $28,840,809 $25,316,709 
 - grant date fair value of awards granted in fiscal year
(23,749,623)(23,750,005)(23,499,965)(18,499,995)
 + fair value of outstanding and unvested awards at fiscal year end that were granted in fiscal year
32,900,545 30,945,387 19,866,074 26,043,233 
 +/- change, from prior fiscal year end, in fair value of awards granted in any prior fiscal year outstanding and unvested
34,000,647 8,473,475 (9,033,074)26,370,283 
 + fair value as of vesting date of equity awards granted and vested in the year
— — — — 
 +/- change, from prior fiscal year end, in fair value at vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at end of or during fiscal year
(761,787)1,168,408 (3,060,411)8,793,547 
 - fair value at end of prior fiscal year of any awards granted in any prior fiscal year that failed to meet applicable vesting conditions during fiscal year
— — — — 
 + value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation
351,062 421,584 338,299 — 
Total Equity Award Adjustments
42,740,844 17,258,849 (15,389,077)42,707,068 
Compensation Actually Paid
$72,800,970 $42,535,802 $13,451,732 $68,023,777 
     
Non-PEO NEO Average Total Compensation Amount $ 10,791,271 8,414,800 10,446,440 7,697,877
Non-PEO NEO Average Compensation Actually Paid Amount $ 25,984,963 13,652,768 4,217,817 19,558,088
Adjustment to Non-PEO NEO Compensation Footnote Amounts reflect the Compensation Actually Paid (“CAP”) of our PEO, or the average of the CAP of our Non-PEO Named Executive Officers (“Non-PEO NEOs”), for each fiscal year. CAP does not necessarily reflect amounts of compensation actually earned, realized, or received in each fiscal year. Rather, CAP is calculated starting with the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO or Non-PEO NEOs, as applicable, for each fiscal year (and averaged for our Non-PEO NEOs), as adjusted in accordance with the requirements of Item 402(v) of Regulation S-K. The following adjustments were made to the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO and the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs:
Average Non-PEO NEOs
Fiscal 2024Fiscal 2023Fiscal 2022Fiscal 2021
Summary Compensation Table Total
$10,791,271 $8,414,800 $10,446,440 $7,697,877 
 - grant date fair value of awards granted in fiscal year
(8,437,350)(7,750,012)(7,771,995)(5,624,972)
 + fair value of outstanding and unvested awards at fiscal year end that were granted in fiscal year
11,658,872 10,097,981 5,492,754 7,918,513 
 +/- change, from prior fiscal year end, in fair value of awards granted in any prior fiscal year outstanding and unvested
11,856,045 2,455,380 (2,077,206)8,310,020 
 + fair value as of vesting date of equity awards granted and vested in the year
— — — — 
 +/- change, from prior fiscal year end, in fair value at vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at end of or during fiscal year
15,055 309,198 (761,113)1,256,650 
 - fair value at end of prior fiscal year of any awards granted in any prior fiscal year that failed to meet applicable vesting conditions during fiscal year
— — (1,170,912)— 
 + value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation
101,070 125,421 59,849 — 
Total Equity Award Adjustments
15,193,692 5,237,968 (6,228,623)11,860,211 
Compensation Actually Paid
$25,984,963 $13,652,768 $4,217,817 $19,558,088 
     
Compensation Actually Paid vs. Total Shareholder Return
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against our TSR, as well as the relationship between our TSR and the TSR of our peer group:

Capture.jpg
     
Compensation Actually Paid vs. Net Income
The following charts illustrate the CAP for our PEO and the average CAP for our Non-PEO NEOs against our net income (loss) and non-GAAP net income (loss):
PvP (Net Income).jpg
     
Compensation Actually Paid vs. Company Selected Measure
PvP (Non-GAAP Net Income).jpg
     
Total Shareholder Return Vs Peer Group
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against our TSR, as well as the relationship between our TSR and the TSR of our peer group:

Capture.jpg
     
Tabular List, Table
Non-GAAP net income (loss)
Non-GAAP operating margin
Relative TSR growth of the Company’s stock price versus the SOX index
Revenue or percentage of revenue from high-growth, stable segments
HBM3E+ market share or bit shipments
     
Total Shareholder Return Amount $ 210.22 153.10 124.42 159.70
Peer Group Total Shareholder Return Amount 225.10 164.30 117.53 152.68
Net Income (Loss) $ 778,000,000 $ (5,833,000,000) $ 8,687,000,000 $ 5,861,000,000
Company Selected Measure Amount 1,472,000,000 (4,862,000,000) 9,475,000,000 6,976,000,000
PEO Name Sanjay Mehrotra Sanjay Mehrotra Sanjay Mehrotra Sanjay Mehrotra
Additional 402(v) Disclosure The total shareholder return, or TSR, of each of the Company and the Peer Group is calculated by assuming that an investment of $100 is made in our common stock and in the Peer Group, respectively, starting from the market close on September 3, 2020, which is the last trading day before the end of the fiscal year shown. Total shareholder return includes reinvestment of dividends into shares of common stock of the applicable company. Historical stock performance is not necessarily indicative of future stock performance. Disclosure of the TSRs is required by Item 402(v) of Regulation S-K and is not intended to forecast or be indicative of possible future performance of our common stock or the Peer Group.      
Measure:: 1        
Pay vs Performance Disclosure        
Name Non-GAAP net income (loss)      
Non-GAAP Measure Description Amounts reflect the Company’s non-GAAP net income (loss) which is the audited net income (loss) plus adjustments for stock-based compensation, restructure and asset impairments, goodwill impairment, gains and losses from settlements and patent license charges, gains and losses on debt repurchases and conversions, initial impact of inventory accounting policy change to FIFO and change in inventory cost absorption, and estimated tax effects of the above and other tax adjustments.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Non-GAAP operating margin      
Measure:: 3        
Pay vs Performance Disclosure        
Name Relative TSR growth of the Company’s stock price versus the SOX index      
Measure:: 4        
Pay vs Performance Disclosure        
Name Revenue or percentage of revenue from high-growth, stable segments      
Measure:: 5        
Pay vs Performance Disclosure        
Name HBM3E+ market share or bit shipments      
PEO | Equity Awards Adjustments        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 42,740,844 $ 17,258,849 $ (15,389,077) $ 42,707,068
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (23,749,623) (23,750,005) (23,499,965) (18,499,995)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 32,900,545 30,945,387 19,866,074 26,043,233
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 34,000,647 8,473,475 (9,033,074) 26,370,283
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (761,787) 1,168,408 (3,060,411) 8,793,547
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 351,062 421,584 338,299 0
Non-PEO NEO | Equity Awards Adjustments        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 15,193,692 5,237,968 (6,228,623) 11,860,211
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (8,437,350) (7,750,012) (7,771,995) (5,624,972)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,658,872 10,097,981 5,492,754 7,918,513
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,856,045 2,455,380 (2,077,206) 8,310,020
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 15,055 309,198 (761,113) 1,256,650
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 (1,170,912) 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 101,070 $ 125,421 $ 59,849 $ 0