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Pay vs Performance Disclosure - USD ($)
4 Months Ended 5 Months Ended 7 Months Ended 8 Months Ended 12 Months Ended
Jun. 06, 2024
Jun. 29, 2023
Jan. 28, 2024
Jan. 26, 2025
Jan. 25, 2026
Jan. 26, 2025
Jan. 28, 2024
Jan. 29, 2023
Jan. 30, 2022
Pay vs Performance Disclosure                  
Pay vs Performance Disclosure, Table        
PAY VERSUS PERFORMANCE
The following summarizes the relationship between the total compensation paid to our CEO and our other NEOs, and our financial performance for the fiscal years shown in the table (in this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our NEOs other than our CEO are referred to as our “Non-PEO NEOs”:
Fiscal
Year
Summary
Compensation
Table Total
for CEO#1
($)(1)(2)
Compensation
Actually Paid
to CEO#1
($)(3)
Summary
Compensation
Table Total
for CEO#2
($)(1)(2)
Compensation
Actually Paid
to CEO#2
($)(3)
Summary
Compensation
Table Total
for CEO#3
($)(1)(2)
Compensation
Actually Paid
to CEO#3
($)(3)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
($)(1)(2)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)(3)
Value of Initial Fixed $100
Investment Based On:
Semtech
Net
Income
($ Thousands)(5)
Semtech
Non-GAAP
Operating
Income
($ Thousands)(6)
Semtech
TSR
($)(4)
Philadelphia
Semiconductor
Index
TSR
($)(4)
2026
8,177,250
18,625,117
2,858,080
5,092,694
113.49
275.64
(40,376)
201,051
2025
8,811,520
7,763,060
6,759,554
18,621,432
3,211,783
12,210,924
102.92
185.03
(161,896)
148,989
2024
7,757,751
5,468,214
6,745,681
5,023,239
2,434,248
1,004,869
29.02
150.40
(1,092,029)
92,688
2023
1,064,219
(11,233,662)
2,675,024
1,017
46.72
102.02
61,372
210,665
2022
1,667,178
(1,985,990)
2,706,114
1,735,115
95.60
114.42
125,645
202,792
(1)
Mr. Maheswaran ("CEO #1") was our CEO for all of fiscal years 2022 and 2023 and during fiscal year 2024 from January 30, 2023 through June 29, 2023. Mr. Pickle ("CEO #2") was our CEO for fiscal year 2024 and 2025 from June 30, 2023 through June 6, 2024. Dr. Hou (“CEO #3”) was our CEO during fiscal year 2025 and 2026 from June 6, 2024 through January 25, 2026. For fiscal year 2022, our Non-PEO NEOs were Messrs. Chukwu, Beauchamp, Fulton and Silberstein. For fiscal year 2023, our Non-PEO NEOs were Messrs. Chukwu, Ammann, Beauchamp, Silberstein, Fulton and Chang. For fiscal year 2024, our Non-PEO NEOs were Messrs. Lin, Rodensky, Silberstein, Wilson, Chukwu and Ammann and Ms. McGee. For fiscal year 2025, our Non-PEO NEOs were Messrs. Lin, Silberstein, Rayabhari and Russel. For fiscal year 2026, our Non-PEO NEOs were Messrs. Lin, Silberstein, Green, Rayabhari and Wilson.
(2)
The average compensation for the CEOs and the Non-PEO NEOs for fiscal year 2026 was calculated from the Summary Compensation Table above. The average compensation for the CEO and the Non-PEO NEOs for each of the prior fiscal years was calculated from the Summary Compensation Table as disclosed in the Company’s Proxy Statement filed with the SEC in the calendar year in which that fiscal year ended.
(3)
For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs (including, for purposes of this table, former named executive officers who are included in the Non-PEO NEO group for the applicable year) means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted for the following with respect to each NEO:
Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year,
Plus the fiscal year-end value of Semtech option and stock awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year,
Plus/(less) the change in value as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for Semtech option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year,
Plus the vesting date value of Semtech option and stock awards which were granted and vested during the same covered fiscal year,
Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior fiscal year for Semtech option and stock awards which were granted in prior fiscal years and vested in the covered fiscal year,
Less, as to any Semtech option and stock awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year,
Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested Semtech stock awards (no dividends or dividend equivalents were paid or credited with respect to Semtech options or stock awards during the applicable fiscal years),
Plus, as to a Semtech option or stock award that was materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the Semtech option or stock awards held by the NEOs were materially modified during the fiscal years covered by the table).
In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement.
The Pay Versus Performance table above reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table.
The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#1.
Reconciliation of Summary Compensation Table
Total to Compensation Actually Paid for CEO#1
Fiscal Year
2026
($)
Fiscal Year
2025
($)
Fiscal Year
2024
($)
Fiscal Year
2023
($)
Fiscal Year
2022
($)
Summary Compensation Table Total
7,757,751
1,064,219
1,667,178
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year
(6,999,987)
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year
2,394,988
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years
(12,068,402)
(3,107,724)
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
2,758,653
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
(25,725)
(229,479)
(545,444)
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
(417,466)
Compensation Actually Paid
5,468,214
(11,233,662)
(1,985,990)
The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#2.
Reconciliation of Summary Compensation Table
Total to Compensation Actually Paid for CEO#2
Fiscal Year
2026
($)
Fiscal Year
2025
($)
Fiscal Year
2024
($)
Fiscal Year
2023
($)
Fiscal Year
2022
($)
Summary Compensation Table Total
8,811,520
6,745,681
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year
(7,529,281)
(6,380,681)
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year
4,169,932
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
2,914,102
488,307
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
5,279,925
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
(1,713,206)
Compensation Actually Paid
7,763,060
5,023,239
The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#3.
Reconciliation of Summary Compensation Table
Total to Compensation Actually Paid for CEO#3
Fiscal Year
2026
($)
Fiscal Year
2025
($)
Fiscal Year
2024
($)
Fiscal Year
2023
($)
Fiscal Year
2022
($)
Summary Compensation Table Total
8,177,250
6,759,554
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year
(6,582,343)
(5,256,971)
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year
17,278,180
17,042,868
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years
1,069,740
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
(1,317,710)
75,981
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
Compensation Actually Paid
18,625,117
18,621,432
The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for each fiscal year to the average of the Compensation Actually Paid for the Non-PEO NEOs for that fiscal year.
Reconciliation of Average Summary Compensation
Table Total to Average Compensation Actually
Paid for Non-PEO NEOs
Fiscal Year
2026
($)
Fiscal Year
2025
($)
Fiscal Year
2024
($)
Fiscal Year
2023
($)
Fiscal Year
2022
($)
Summary Compensation Table Total
2,858,080
3,211,783
2,434,248
2,675,024
2,706,114
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year
(1,981,663)
(2,630,745)
(1,838,089)
(1,848,772)
(1,935,989)
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year
4,720,818
8,674,721
692,787
390,964
1,442,149
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years
528,075
1,832,665
(135,718)
(565,624)
(290,549)
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
149,845
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
(1,032,614)
1,122,501
(31,806)
(207,517)
(336,455)
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
(116,553)
(443,058)
Compensation Actually Paid
5,092,694
12,210,924
1,004,869
1,017
1,735,115
(4)
Semtech TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2021 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Philadelphia Semiconductor Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the Philadelphia
Semiconductor Index (“PHLX”) for the period beginning on the last trading day of fiscal year 2021 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five fiscal years against the Company’s total shareholder return and the total shareholder return for the Philadelphia Semiconductor Index (each calculated as described above) over that period of time.
(5)
This column shows the Company’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five fiscal years against the Company’s net income for each of those years.
(6)
This column shows the Company’s non-GAAP adjusted operating income for each fiscal year covered by the table. See Exhibit A for a reconciliation of non-GAAP adjusted operating income for fiscal years 2025 and 2026 to the most directly comparable GAAP measures (and the corresponding exhibit to our proxy statement for prior fiscal years). We consider non-GAAP adjusted operating income to be a key metric in our executive compensation
program, used in determining the fiscal year 2026 annual bonuses for our NEOs. See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of this performance measure in our executive compensation program. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five fiscal years against the Company’s non-GAAP adjusted operating income for each of those years.
       
Company Selected Measure Name         non-GAAP adjusted operating income        
Named Executive Officers, Footnote        
(1)
Mr. Maheswaran ("CEO #1") was our CEO for all of fiscal years 2022 and 2023 and during fiscal year 2024 from January 30, 2023 through June 29, 2023. Mr. Pickle ("CEO #2") was our CEO for fiscal year 2024 and 2025 from June 30, 2023 through June 6, 2024. Dr. Hou (“CEO #3”) was our CEO during fiscal year 2025 and 2026 from June 6, 2024 through January 25, 2026. For fiscal year 2022, our Non-PEO NEOs were Messrs. Chukwu, Beauchamp, Fulton and Silberstein. For fiscal year 2023, our Non-PEO NEOs were Messrs. Chukwu, Ammann, Beauchamp, Silberstein, Fulton and Chang. For fiscal year 2024, our Non-PEO NEOs were Messrs. Lin, Rodensky, Silberstein, Wilson, Chukwu and Ammann and Ms. McGee. For fiscal year 2025, our Non-PEO NEOs were Messrs. Lin, Silberstein, Rayabhari and Russel. For fiscal year 2026, our Non-PEO NEOs were Messrs. Lin, Silberstein, Green, Rayabhari and Wilson.
       
Peer Group Issuers, Footnote        
(4)
Semtech TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2021 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Philadelphia Semiconductor Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the Philadelphia
Semiconductor Index (“PHLX”) for the period beginning on the last trading day of fiscal year 2021 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five fiscal years against the Company’s total shareholder return and the total shareholder return for the Philadelphia Semiconductor Index (each calculated as described above) over that period of time.
       
Adjustment To PEO Compensation, Footnote        
(3)
For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs (including, for purposes of this table, former named executive officers who are included in the Non-PEO NEO group for the applicable year) means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted for the following with respect to each NEO:
Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year,
Plus the fiscal year-end value of Semtech option and stock awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year,
Plus/(less) the change in value as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for Semtech option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year,
Plus the vesting date value of Semtech option and stock awards which were granted and vested during the same covered fiscal year,
Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior fiscal year for Semtech option and stock awards which were granted in prior fiscal years and vested in the covered fiscal year,
Less, as to any Semtech option and stock awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year,
Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested Semtech stock awards (no dividends or dividend equivalents were paid or credited with respect to Semtech options or stock awards during the applicable fiscal years),
Plus, as to a Semtech option or stock award that was materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the Semtech option or stock awards held by the NEOs were materially modified during the fiscal years covered by the table).
In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement.
The Pay Versus Performance table above reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table.
The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#1.
Reconciliation of Summary Compensation Table
Total to Compensation Actually Paid for CEO#1
Fiscal Year
2026
($)
Fiscal Year
2025
($)
Fiscal Year
2024
($)
Fiscal Year
2023
($)
Fiscal Year
2022
($)
Summary Compensation Table Total
7,757,751
1,064,219
1,667,178
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year
(6,999,987)
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year
2,394,988
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years
(12,068,402)
(3,107,724)
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
2,758,653
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
(25,725)
(229,479)
(545,444)
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
(417,466)
Compensation Actually Paid
5,468,214
(11,233,662)
(1,985,990)
The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#2.
Reconciliation of Summary Compensation Table
Total to Compensation Actually Paid for CEO#2
Fiscal Year
2026
($)
Fiscal Year
2025
($)
Fiscal Year
2024
($)
Fiscal Year
2023
($)
Fiscal Year
2022
($)
Summary Compensation Table Total
8,811,520
6,745,681
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year
(7,529,281)
(6,380,681)
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year
4,169,932
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
2,914,102
488,307
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
5,279,925
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
(1,713,206)
Compensation Actually Paid
7,763,060
5,023,239
The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO#3.
Reconciliation of Summary Compensation Table
Total to Compensation Actually Paid for CEO#3
Fiscal Year
2026
($)
Fiscal Year
2025
($)
Fiscal Year
2024
($)
Fiscal Year
2023
($)
Fiscal Year
2022
($)
Summary Compensation Table Total
8,177,250
6,759,554
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year
(6,582,343)
(5,256,971)
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year
17,278,180
17,042,868
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years
1,069,740
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
(1,317,710)
75,981
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
Compensation Actually Paid
18,625,117
18,621,432
       
Non-PEO NEO Average Total Compensation Amount         $ 2,858,080 $ 3,211,783 $ 2,434,248 $ 2,675,024 $ 2,706,114
Non-PEO NEO Average Compensation Actually Paid Amount         $ 5,092,694 12,210,924 1,004,869 1,017 1,735,115
Adjustment to Non-PEO NEO Compensation Footnote        
(3)
For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs (including, for purposes of this table, former named executive officers who are included in the Non-PEO NEO group for the applicable year) means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable fiscal year and adjusted for the following with respect to each NEO:
Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year,
Plus the fiscal year-end value of Semtech option and stock awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year,
Plus/(less) the change in value as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for Semtech option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year,
Plus the vesting date value of Semtech option and stock awards which were granted and vested during the same covered fiscal year,
Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior fiscal year for Semtech option and stock awards which were granted in prior fiscal years and vested in the covered fiscal year,
Less, as to any Semtech option and stock awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year,
Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested Semtech stock awards (no dividends or dividend equivalents were paid or credited with respect to Semtech options or stock awards during the applicable fiscal years),
Plus, as to a Semtech option or stock award that was materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the Semtech option or stock awards held by the NEOs were materially modified during the fiscal years covered by the table).
In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement.
The Pay Versus Performance table above reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs for each of the fiscal years shown in the table.
The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for each fiscal year to the average of the Compensation Actually Paid for the Non-PEO NEOs for that fiscal year.
Reconciliation of Average Summary Compensation
Table Total to Average Compensation Actually
Paid for Non-PEO NEOs
Fiscal Year
2026
($)
Fiscal Year
2025
($)
Fiscal Year
2024
($)
Fiscal Year
2023
($)
Fiscal Year
2022
($)
Summary Compensation Table Total
2,858,080
3,211,783
2,434,248
2,675,024
2,706,114
Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year
(1,981,663)
(2,630,745)
(1,838,089)
(1,848,772)
(1,935,989)
Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year
4,720,818
8,674,721
692,787
390,964
1,442,149
Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years
528,075
1,832,665
(135,718)
(565,624)
(290,549)
Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
149,845
Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
(1,032,614)
1,122,501
(31,806)
(207,517)
(336,455)
Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
(116,553)
(443,058)
Compensation Actually Paid
5,092,694
12,210,924
1,004,869
1,017
1,735,115
       
Compensation Actually Paid vs. Total Shareholder Return                
Compensation Actually Paid vs. Net Income                
Compensation Actually Paid vs. Company Selected Measure                
Total Shareholder Return Vs Peer Group                
Tabular List, Table        
Following is an unranked list of the Company’s financial performance measures we consider most important in linking the compensation actually paid to our NEOs for fiscal year 2026 with the Company’s performance.
Relative TSR (used to determine vesting in our PSUs)
Non-GAAP Adjusted Operating Income (used in both our PSUs and our Executive Bonus Plan)
Net Sales (used in both our PSUs and our Executive Bonus Plan)
See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of these performance measures in our executive compensation program.
       
Total Shareholder Return Amount         $ 113.49 102.92 29.02 46.72 95.6
Peer Group Total Shareholder Return Amount         $ 275.64 $ 185.03 $ 150.4 $ 102.02 $ 114.42
Company Selected Measure Amount         201,051,000 148,989,000 92,688,000 210,665,000 202,792,000
PEO Name Mr. Pickle Mr. Maheswaran Mr. Pickle Dr. Hou Dr. Hou     Mr. Maheswaran Mr. Maheswaran
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest         $ (40,376,000) $ (161,896,000) $ (1,092,029,000) $ 61,372,000 $ 125,645,000
Measure:: 1                  
Pay vs Performance Disclosure                  
Name         Relative TSR        
Measure:: 2                  
Pay vs Performance Disclosure                  
Name         Non-GAAP Adjusted Operating Income        
Non-GAAP Measure Description        
(6)
This column shows the Company’s non-GAAP adjusted operating income for each fiscal year covered by the table. See Exhibit A for a reconciliation of non-GAAP adjusted operating income for fiscal years 2025 and 2026 to the most directly comparable GAAP measures (and the corresponding exhibit to our proxy statement for prior fiscal years). We consider non-GAAP adjusted operating income to be a key metric in our executive compensation
program, used in determining the fiscal year 2026 annual bonuses for our NEOs. See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of this performance measure in our executive compensation program. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five fiscal years against the Company’s non-GAAP adjusted operating income for each of those years.
       
Measure:: 3                  
Pay vs Performance Disclosure                  
Name         Net Sales        
Mohan R. Maheswaran [Member]                  
Pay vs Performance Disclosure                  
PEO Total Compensation Amount         $ 0 0 7,757,751 1,064,219 1,667,178
PEO Actually Paid Compensation Amount         0 0 5,468,214 (11,233,662) (1,985,990)
Paul H. Pickle [Member]                  
Pay vs Performance Disclosure                  
PEO Total Compensation Amount         0 8,811,520 6,745,681 0 0
PEO Actually Paid Compensation Amount         0 7,763,060 5,023,239 0 0
Dr. Hong Q. Hou [Member]                  
Pay vs Performance Disclosure                  
PEO Total Compensation Amount         8,177,250 6,759,554 0 0 0
PEO Actually Paid Compensation Amount         18,625,117 18,621,432 0 0 0
PEO | Mohan R. Maheswaran [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0 0 (6,999,987) 0 0
PEO | Mohan R. Maheswaran [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0 0 2,394,988 0 0
PEO | Mohan R. Maheswaran [Member] | 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         0 0 0 (12,068,402) (3,107,724)
PEO | Mohan R. Maheswaran [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0 0 2,758,653 0 0
PEO | Mohan R. Maheswaran [Member] | 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         0 0 (25,725) (229,479) (545,444)
PEO | Mohan R. Maheswaran [Member] | 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 (417,466) 0 0
PEO | Paul H. Pickle [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0 (7,529,281) (6,380,681) 0 0
PEO | Paul H. Pickle [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0 0 4,169,932 0 0
PEO | Paul H. Pickle [Member] | 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         0 0 0 0 0
PEO | Paul H. Pickle [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         0 2,914,102 488,307 0 0
PEO | Paul H. Pickle [Member] | 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         0 5,279,925 0 0 0
PEO | Paul H. Pickle [Member] | 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 (1,713,206) 0 0 0
PEO | Dr. Hong Q. Hou [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         (6,582,343) (5,256,971) 0 0 0
PEO | Dr. Hong Q. Hou [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                  
Pay vs Performance Disclosure                  
Adjustment to Compensation, Amount         17,278,180 17,042,868 0 0 0
PEO | Dr. Hong Q. Hou [Member] | 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         1,069,740 0 0 0 0
PEO | Dr. Hong Q. Hou [Member] | 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 0
PEO | Dr. Hong Q. Hou [Member] | 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         (1,317,710) 75,981 0 0 0
PEO | Dr. Hong Q. Hou [Member] | 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 0
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         (1,981,663) (2,630,745) (1,838,089) (1,848,772) (1,935,989)
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         4,720,818 8,674,721 692,787 390,964 1,442,149
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         528,075 1,832,665 (135,718) (565,624) (290,549)
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 0 149,845
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         (1,032,614) 1,122,501 (31,806) (207,517) (336,455)
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 $ (116,553) $ (443,058) $ 0