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Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Micron Technology, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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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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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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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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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4
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Date Filed:
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1.
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To elect directors to serve for the ensuing year and until their successors are elected and qualified;
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2.
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To approve the Amended and Restated 2007 Equity Incentive Plan and increase the shares reserved for issuance thereunder by 45,000,000;
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3.
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To approve the Amended and Restated 2004 Equity Incentive Plan to provide that future stock options and stock appreciation rights granted under the plan may have a maximum term of 8 years (instead of 6 years);
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4.
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To ratify the appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending August 28, 2014;
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5.
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To approve a non-binding resolution to approve the compensation of our Named Executive Officers as described in the proxy statement; and
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6.
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To transact such other business as may properly come before the meeting or any adjournment thereof.
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By Order of the Board of Directors
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Boise, Idaho
December 12, 2013 |
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D. Mark Durcan
Chief Executive Officer
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Vote through the Internet at
www.proxydocs.com/mu
using the instructions included in the notice regarding the Internet availability of proxy materials, the proxy card or voting instruction card;
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Vote by telephone using the instructions on the proxy card or voting instruction card if you received a paper copy of the proxy materials;
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Complete and return a written proxy or voting instruction card using the proxy card or voting instruction card if you received a paper copy of the proxy materials; or
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Attend and vote at the meeting.
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Served as a Director Since
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Board Committees*
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Name of Nominee
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Age
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Principal Occupation
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A
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C
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G
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Robert L. Bailey
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56
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Former Chairman of PMC-Sierra, Inc.
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2007
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X
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X
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Richard M. Beyer
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65
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Former Chairman and Chief Executive Officer of Freescale Semiconductor, Inc.
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2013
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X
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X
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Patrick J. Byrne
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53
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Vice President Strategy & Business Development and Chief Technical Officer of Danaher Corporation
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2011
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X
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X
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D. Mark Durcan
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52
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Chief Executive Officer of Micron Technology, Inc.
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2012
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Warren East
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52
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Former Chief Executive Officer of ARM Holdings PLC
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2013
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X
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X
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Mercedes Johnson
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59
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Former Chief Financial Officer of Avago Technologies Limited
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2005
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X
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X
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Lawrence N. Mondry
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53
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Chief Executive Officer of Flexi Compras Corporation
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2005
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X
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X
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Robert E. Switz
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67
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Chairman of the Board of Micron Technology, Inc.
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2006
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X
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X
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•
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review non-employee director compensation;
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•
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review the Compensation Peer Group (as defined in the Compensation Discussion and Analysis) and recommend any changes to its members;
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benchmark total direct compensation and its components (salary, short-term incentives and long-term incentives) of our officers using several data sources;
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evaluate our historical pay-for-performance relationship;
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review the metrics and targets associated with the annual short-term incentives and long-term incentive plans;
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review the proposed equity grants for executives, along with vesting recommendations;
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assist with a risk assessment of our compensation practices;
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review a draft of the compensation discussion and analysis component of proxy disclosure; and
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attend the Compensation Committee meetings in which executive compensation matters are discussed.
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the integrity of our financial statements;
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the performance of our internal audit function;
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the performance of our Independent Registered Public Accounting Firm;
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the qualifications and independence of our Independent Registered Public Accounting Firm; and
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our compliance with legal and regulatory requirements.
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•
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the identification and selection of nominees to our Board of Directors;
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director compensation;
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the development of our Corporate Governance Guidelines; and
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the annual evaluations of the Board and its committees.
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2013
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2014
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Audit Committee Chair
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$
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20,000
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$
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30,000
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Compensation Committee Chair
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15,000
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20,000
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Governance Committee Chair
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10,000
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15,000
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Presiding Director (1)
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699
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—
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Chairman of the Board (1)
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150,000
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150,000
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(1)
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Mr. Switz was appointed Chairman of the Board on February 4, 2012. As of result of having an independent Chairman, the position of Presiding Director was eliminated in fiscal 2013.
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Name
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Fees Earned or Paid in Cash
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Stock Awards(1)
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Total
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|||||||
Robert L. Bailey
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$
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80,000
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$
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239,997
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$
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319,997
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Richard M. Beyer (2)
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48,817
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145,050
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193,867
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Patrick J. Byrne
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80,017
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(3)
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239,997
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320,014
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Warren East (2)
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9,892
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29,015
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38,907
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Mercedes Johnson
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100,000
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239,997
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339,997
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Lawrence N. Mondry
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109,865
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239,997
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349,862
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Robert E. Switz
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230,000
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239,997
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469,997
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(1)
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On October 17, 2012, each director who was not an employee, other than Mr. Beyer and Mr. East, was granted 41,522 shares of restricted stock with a grant date fair value of $239,997 ($5.78 per share). In connection with their appointment to the Board, Mr. Beyer was granted 18,384 shares of restricted stock with a grant date fair value of $145,050 ($7.89 per share) on January 22, 2013, and Mr. East was granted 2,098 shares of restricted stock with a grant date fair value of $29,015 ($13.83 per share) on July 23, 2013. Grant date fair values were determined in accordance with Financial Accounting Standards Board Accounting Statements Codification Topic 718 ("ASC 718"). For information on the restrictions associated with these awards, see "Elements of Director Compensation – Equity Awards" above. Any dividends payable with respect to our Common Stock will be payable with respect to all awards of restricted stock. The total number of outstanding restricted shares held as of August 29, 2013, for each non-employee director was as follows:
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Name
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Restricted Stock
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Robert L. Bailey
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64,599
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Richard M. Beyer
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18,384
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Patrick J. Byrne
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64,599
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Warren East
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2,098
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Mercedes Johnson
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64,599
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Lawrence N. Mondry
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64,599
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Robert E. Switz
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64,599
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(2)
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Messrs. Beyer and East were appointed to the Board on January 22, 2013 and July 17, 2013, respectively. The amounts reported in the table reflect the amounts earned for partial-year service.
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(3)
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Amount earned by Mr. Byrne in fiscal 2013 is comprised of $40,017 (approximately 4,268 shares) of stock and $40,000 of cash.
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Name and Address of Beneficial Owner
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Number of
Shares Owned(1)
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Right to Acquire(2)
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Total
Beneficial
Ownership
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Percent of
Class(3)
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||||
Orbis Investment Management (U.S.), LLC ("OIMUS"), Orbis Investment Management Limited ("OIML") and Orbis Asset Management Limited ("OAML") (4)
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64,605,991
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—
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64,605,991
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6.1
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%
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25 Front Street
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||||
Hamilton, Bermuda HM11
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Baupost Group LLC/MA (5)
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64,000,000
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—
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64,000,000
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6.1
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%
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10 St. James Ave
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Suite 1700
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Boston, MA 02116
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The Vanguard Group (6)
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60,550,589
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—
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60,550,589
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5.7
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%
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100 Vanguard Blvd.
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Malvern, PA 19355
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Mark W. Adams
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642,992
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633,999
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1,276,991
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*
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Robert L. Bailey
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137,751
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—
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137,751
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*
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Richard M. Beyer
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32,527
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|
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—
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32,527
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*
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Patrick J. Byrne
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120,466
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|
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—
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120,466
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*
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D. Mark Durcan (7)
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1,965,252
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2,132,500
|
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4,097,752
|
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*
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Warren East
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16,241
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|
|
—
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|
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16,241
|
|
|
*
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Ronald C. Foster (8)
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683,842
|
|
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707,250
|
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1,391,092
|
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*
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Mercedes Johnson
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116,242
|
|
|
—
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116,242
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|
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*
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Lawrence N. Mondry
|
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250,834
|
|
|
—
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|
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250,834
|
|
|
*
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Michael J. Rayfield
|
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230,851
|
|
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—
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230,851
|
|
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*
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Brian M. Shirley
|
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443,581
|
|
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338,750
|
|
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782,331
|
|
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*
|
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Robert E. Switz
|
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197,709
|
|
|
—
|
|
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197,709
|
|
|
*
|
|
All directors and executive officers as a group (20 persons)
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|
7,477,595
|
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5,685,115
|
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13,162,710
|
|
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1.2
|
%
|
*
|
Represents less than 1% of shares outstanding
|
(1)
|
Excludes shares that may be acquired through the exercise of outstanding stock options.
|
(2)
|
Represents shares that an individual has a right to acquire within 60 days of the Record Date.
|
(3)
|
For purposes of calculating the Percent of Class, shares that the person or entity had a Right to Acquire are deemed to be outstanding when calculating the Percent of Class of such person or entity.
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(4)
|
Address listed is for OIML and OAML, the address for OIMUS is 600 Montgomery Street, Suite 3800, San Francisco, CA 94111. OIML is the beneficial owner of 63,992,329 shares of common stock, OIMUS is the beneficial owner of 477,003 shares of common stock and OAML is the beneficial owner of 136,659 shares of common stock. Collectively, OIML, OIMUS and OAML have sole voting and dispositive power as to 64,605,991 shares. This information was taken from Schedule 13G filed August 9, 2013.
|
(5)
|
Baupost Group LLC/MA has sole voting and dispositive power as to 64,000,000 shares. This information was taken from Form 13F filed November 13, 2013.
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(6)
|
The Vanguard Group has sole voting as to 1,770,650 shares, dispositive power as to 58,875,917 shares and shared dispositive power as to 1,674,672 shares. This information was taken from Schedule 13G filed February 13, 2013.
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(7)
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Includes 284,653 shares beneficially owned by C&E Partners L.P. and 3,101 shares beneficially owned by Mr. Durcan's spouse.
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(8)
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Includes 1,026 shares held jointly with Mr. Foster's spouse.
|
•
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Mark W. Adams, our President;
|
•
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D. Mark Durcan, our Chief Executive Officer;
|
•
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Ronald C. Foster, our Chief Financial Officer;
|
•
|
Michael J. Rayfield, our Vice President of Wireless Solutions; and
|
•
|
Brian M. Shirley, our Vice President of DRAM Solutions.
|
•
|
In July, as a result of completing the acquisition of Elpida Memory, Inc. ("Elpida") we became the second largest memory manufacturer in the world. The acquisition gave us 100% ownership in Elpida, whose assets include a 300mm DRAM fab in Hiroshima, Japan, and an approximate 89% ownership interest in Rexchip Electronics Corporation, which includes 100% of the capacity of their 300mm DRAM fab in Taiwan. In total, the acquisition more than doubled our available DRAM capacity.
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•
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In addition to capacity, we also gained advanced technology and intellectual property, research and development economies of scale, synergies in technical roadmaps, and the talent and expertise of the Elpida and Rexchip team members.
|
•
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We generated revenue of $9.1 billion, ended the year with over $4.2 billion in cash, marketable investments and restricted cash and improved our gross margin from 12% to 20%.
|
•
|
The average selling prices per gigabit for our DRAM and NAND flash products sold to trade customers declined by 11% and 18%, respectively, which reflects improved market conditions.
|
•
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In January, we restructured our Inotera joint venture with Nanya to give us the rights to substantially all of Inotera's output.
|
•
|
In order to optimize operations, improve efficiency and increase our focus on our core memory operations, we undertook various restructure activities, including the sale of our 200 mm fabrication facilities in Avezzano, Italy and Kiryat Gat, Israel.
|
•
|
In October 2012, the Committee set compensation levels and performance goals for fiscal 2013 based on a review of financial results, projections, individual contributions, strategic objectives, Market Data (as defined below), and market conditions.
|
◦
|
As a result of this review, none of the Named Executive Officers received an increase in base salary or targeted short-term incentive compensation.
|
◦
|
In light of prevailing market conditions, the Committee suspended the Executive Officer Performance Incentive Plan ("EIP") for fiscal 2013. As a result, none of the Company's executive officers received a short-term incentive bonus for fiscal 2013 performance.
|
◦
|
Despite the suspension of the EIP, in order to guide the performance of our executive officers and continue to promote our long-term success and shareholder value, the Committee set performance goals for the Company's executive officers. The performance goals were selected due to their correlation to the creation of shareholder value and their alignment with our strategic objectives. For fiscal 2013, our corporate goals were tied to net income, overhead spending, and inventory management.
|
◦
|
The following pay mix, based on target amounts, was established for our Named Executive Officers for fiscal 2013:
|
Named Executive Officer
|
|
Base Salary
|
|
Short-term
Incentive
|
|
Long-term
Incentive
|
|||
Mark W. Adams
|
|
12
|
%
|
|
15
|
%
|
|
73
|
%
|
D. Mark Durcan
|
|
11
|
%
|
|
16
|
%
|
|
73
|
%
|
Ronald C. Foster
|
|
15
|
%
|
|
15
|
%
|
|
70
|
%
|
Michael J. Rayfield
|
|
18
|
%
|
|
15
|
%
|
|
67
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%
|
Brian M. Shirley
|
|
16
|
%
|
|
16
|
%
|
|
68
|
%
|
◦
|
For our long-term equity incentives, we use stock options, time-based restricted stock and performance-based restricted stock. For the performance-based restricted stock, we use a performance goal tied to Return on Assets ("ROA"). ROA is an indicator of how profitable a company is relative to its total assets and is tied to annual earnings and total assets.
|
◦
|
For fiscal 2013 the Committee changed the mix of long-term equity incentives for our Named Executive Officers from 50% stock options, 25% time-based restricted stock and 25% performance-based restricted stock to 37.5% stock options, 37.5% time-based restricted stock and 25% performance-based restricted stock. This change was made t
o better align our long-term equity mix with our peers.
|
•
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CEO Compensation
|
◦
|
Mr. Durcan became our CEO in February 2012, and at the time of his appointment, the Committee increased his base salary and short-term incentive opportunity to reflect his new position but his long-term equity incentive opportunity was not changed. For fiscal 2013, the Committee increased Mr. Durcan's long-term equity incentive opportunity to $6,000,000 to reflect his change in position. His base salary and his short-term incentive target did not change.
|
◦
|
For fiscal 2013, Mr. Durcan's base salary, short-term incentive target, and long-term incentive opportunity were at or below the market median.
|
•
|
In October 2013, the Committee reviewed performance goals and results for fiscal 2013 and determined that the Named Executive Officers had met two of their performance goals at the maximum level and one at the threshold level. Despite these results, the Named Executive Officers did not receive short-term incentive bonuses for fiscal 2013.
|
•
|
The EIP is performance-based and we have no history of changing performance metrics mid-cycle.
|
•
|
We offer limited perquisites to our Named Executive Officers and we do not offer any special retirement benefits for our Named Executive Officers other than participation in our retirement plans on the same basis as other employees.
|
•
|
We do not have agreements with our officers that provide tax gross-up protection for change in control excise taxes.
|
•
|
Our equity incentive plans prohibit repricing of options or stock appreciation rights ("SARs") (directly or indirectly) without prior shareholder approval.
|
•
|
Our insider trading policy prohibits our officers and directors from engaging in pledging or hedging activities involving our stock.
|
•
|
We have an independent Chairman of the Board.
|
•
|
We have established stock ownership guidelines for our executive officers and directors. For fiscal 2013, all executive officers and directors were in compliance with the guidelines.
|
•
|
differences in position and level of responsibility among officers, both in absolute terms and relative to our other officers and as compared to similarly situated officers within the Compensation Peer Group,
|
•
|
past and anticipated contributions by an officer,
|
•
|
technical expertise,
|
•
|
Company performance,
|
•
|
applicable business unit performance, and
|
•
|
length of service and/or experience both in absolute terms and relative to our other officers and as compared to officers within the Compensation Peer Group.
|
•
|
base compensation (salary),
|
•
|
short-term incentive compensation (cash bonus programs), and
|
•
|
long-term incentive compensation (stock options and restricted stock).
|
(a)
|
Net Income – achieving a positive net income,
|
(b)
|
Reduced Overhead Spending – achieving targeted reductions in overhead spending, and
|
(c)
|
Inventory Management – achieving annual inventory turn targets.
|
•
|
Mr. Adams – 120% of base salary
|
•
|
Mr. Durcan – 150% of base salary
|
•
|
Mr. Foster – 100% of base salary
|
•
|
Mr. Rayfield – 80% of base salary
|
•
|
Mr. Shirley – 100% of base salary
|
Named Executive Officer
|
|
(a)
Net Income
|
|
(b)
Overhead Spending
|
|
(c)
Inventory Management
|
|||
Mark W. Adams
|
|
20
|
%
|
|
60
|
%
|
|
20
|
%
|
D. Mark Durcan
|
|
20
|
%
|
|
60
|
%
|
|
20
|
%
|
Ronald C. Foster
|
|
20
|
%
|
|
60
|
%
|
|
20
|
%
|
Michael J. Rayfield
|
|
20
|
%
|
|
60
|
%
|
|
20
|
%
|
Brian M. Shirley
|
|
20
|
%
|
|
60
|
%
|
|
20
|
%
|
Named Executive Officer
|
|
% of Target Achieved
|
|
Bonus Earned
|
|
Bonus Paid
|
||||
Mark W. Adams
|
|
110%
|
|
$
|
792,000
|
|
|
$
|
0
|
|
D. Mark Durcan
|
|
110%
|
|
1,485,000
|
|
|
0
|
|
||
Ronald C. Foster
|
|
110%
|
|
539,000
|
|
|
0
|
|
||
Michael J. Rayfield
|
|
110%
|
|
360,800
|
|
|
0
|
|
||
Brian M. Shirley
|
|
110%
|
|
532,400
|
|
|
0
|
|
Security
|
|
Number of Options/Shares(1)(2)
|
|
Value(1)
|
|||
Options
|
|
755,000
|
|
|
$
|
2,250,077
|
|
Time-based Restricted Stock
|
|
393,000
|
|
|
2,247,960
|
|
|
Performance-based Restricted Stock
|
|
262,000
|
|
|
1,498,640
|
|
|
|
|
1,410,000
|
|
|
$
|
5,996,677
|
|
(1)
|
Information related to Mr. Durcan's long-term incentive award also is included in the "Grants of Plan-Based Awards in Fiscal 2013" table. The stock options are listed in the column "Option Awards: Number of Securities Underlying Options," the time-based share amounts are listed in the column "Stock Awards: Number of Shares of Stock or Units," and the performance-based share amounts are listed in the column "Estimated Future Payouts under Equity Incentive Plan Awards Target." The values included in those tables reflect the grant-date fair value under ASC Topic 718.
|
(2)
|
The number of options granted to Mr. Durcan was determined by dividing
$2,250,000 (37.5% of $6,000,000) by approximately $2.98, the estimated fair value of our stock options on the day of the Committee's meeting on executive compensation. The number of time-based restricted shares granted to Mr. Durcan was determined by dividing $2,250,000 (37.5% of $6,000,000) by $5.72, the closing price of our Common Stock on the day prior to the Committee's meeting on executive compensation. The number of performance-based restricted shares granted to Mr. Durcan was determined by dividing $1,500,000 (25% of $6,000,000) by $5.72.
|
•
|
A one-year non-competition obligation,
|
•
|
Confidentiality obligations related to our proprietary and confidential information that last indefinitely,
|
•
|
A non-disparagement and confidentiality obligation surrounding the reasons for, and circumstances of, the officer's termination of employment or change in officer status that lasts indefinitely. However, we may disclose such information if we determine, in our sole discretion, it is either required by law to be disclosed or necessary to be disclosed to serve a valid business purpose, and
|
•
|
Non-solicitation and non-interference provisions relating to our employees and business partners that last at least one year.
|
Named Executive Officer
|
|
Guideline Amount
|
|
Compliance with Guideline
|
||
Mark W. Adams
|
|
$
|
2,250,000
|
|
|
Yes
|
D. Mark Durcan
|
|
5,125,000
|
|
|
Yes
|
|
Ronald C. Foster
|
|
1,800,000
|
|
|
Yes
|
|
Michael J. Rayfield
|
|
1,455,000
|
|
|
Yes
|
|
Brian M. Shirley
|
|
1,800,000
|
|
|
Yes
|
|
The Compensation Committee
|
|
Richard M. Beyer
|
|
Patrick J. Byrne
|
|
Warren East
|
|
Lawrence N. Mondry
|
Name and Principal Position
|
|
Year
|
Salary
(1)
|
Bonus
(2)
|
Stock Awards
(3)
|
Option Awards
(3)
|
Non-Equity Incentive Plan Compensation
(4)
|
All Other Compensation
(5)
|
Total
|
|||||||||||||||||||||
Mark W. Adams
|
|
2013
|
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
2,185,040
|
|
|
$
|
1,311,303
|
|
|
$
|
—
|
|
|
$
|
13,379
|
|
|
$
|
4,109,722
|
|
President
|
|
2012
|
|
535,961
|
|
|
—
|
|
|
846,240
|
|
|
749,612
|
|
|
48,148
|
|
|
13,130
|
|
|
2,193,091
|
|
|||||||
D. Mark Durcan
|
|
2013
|
|
900,000
|
|
|
—
|
|
|
3,746,600
|
|
|
2,250,077
|
|
|
—
|
|
|
13,641
|
|
|
6,910,318
|
|
|||||||
Chief Executive Officer
|
|
2012
|
|
791,135
|
|
|
500,000
|
|
|
2,533,560
|
|
|
2,248,837
|
|
|
76,403
|
|
|
14,018
|
|
|
6,163,953
|
|
|||||||
(Principal Executive Officer)
|
2011
|
|
641,366
|
|
|
—
|
|
|
1,692,570
|
|
|
1,500,134
|
|
|
421,056
|
|
|
12,250
|
|
|
4,267,376
|
|
||||||||
Ronald C. Foster
|
|
2013
|
|
490,000
|
|
|
—
|
|
|
1,372,800
|
|
|
825,525
|
|
|
—
|
|
|
13,264
|
|
|
2,701,589
|
|
|||||||
Chief Financial Officer
|
|
2012
|
|
490,000
|
|
|
—
|
|
|
1,238,400
|
|
|
1,099,817
|
|
|
36,750
|
|
|
15,661
|
|
|
2,880,628
|
|
|||||||
(Principal Financial Officer)
|
2011
|
|
486,769
|
|
|
—
|
|
|
1,123,320
|
|
|
997,531
|
|
|
260,435
|
|
|
12,250
|
|
|
2,880,305
|
|
||||||||
Michael J. Rayfield
|
|
2013
|
|
384,770
|
|
|
—
|
|
|
1,296,880
|
|
|
940,924
|
|
|
—
|
|
|
17,736
|
|
|
2,640,310
|
|
|||||||
Vice President of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Wireless Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Brian M. Shirley
|
|
2013
|
|
484,000
|
|
|
—
|
|
|
1,246,960
|
|
|
751,019
|
|
|
—
|
|
|
13,257
|
|
|
2,495,236
|
|
|||||||
Vice President of
|
|
2012
|
|
484,000
|
|
|
75,000
|
|
|
846,240
|
|
|
749,612
|
|
|
136,246
|
|
|
13,021
|
|
|
2,304,119
|
|
|||||||
DRAM Solutions
|
|
2011
|
|
484,000
|
|
|
—
|
|
|
842,490
|
|
|
748,149
|
|
|
453,750
|
|
|
12,250
|
|
|
2,540,639
|
|
(1)
|
Mr. Rayfield joined the Company as Vice President of Wireless Solutions on September 24, 2012. Mr. Rayfield's base salary for fiscal 2013 was $410,000. Amount shown for fiscal 2013 reflects his prorated salary.
|
(2)
|
Fiscal 2012 amounts received pursuant to a supplemental achievement bonus related to successful litigation outcomes.
|
(3)
|
Assumptions used in determining the grant-date fair values of option awards is set forth in the "Equity Plans" note to the financial statements included in our annual reports on Form 10-K for fiscal years 2013, 2012 and 2011, which note is incorporated herein by reference. The grant-date fair values for the stock awards are based on the closing price on the last market-trading day prior to the date of grant. The grant date fair value of the performance-based restricted stock awards granted in fiscal 2012 and 2013 was computed by multiplying (i) the maximum number of restricted shares awarded to each named executive officer, which was the assumed probable outcome as of the grant date, by (ii) the closing price on the last market-trading day prior to the date of grant.
|
(4)
|
All amounts shown for Messrs. Adams, Durcan, Foster and Shirley were paid or payable pursuant to the Executive Officer Incentive Plan (the "EIP") and relate to the achievement of certain performance milestones. EIP was suspended for fiscal 2013. See the "Components of the Executive Compensation Program" section of the "Compensation Discussion and Analysis."
|
(5)
|
Amounts shown include the matching contributions by us to each of the Named Executive Officers pursuant to our 401(k) plan. For fiscal 2013, the contribution for each of Messrs. Adams, Durcan, Foster and Shirley was $12,750. For fiscal 2013, the contribution for Mr. Rayfield was $17,306, which is comprised of contributions equal to $4,556 in calendar 2012 and $12,750 in calendar 2013. For fiscal 2012, the contribution for each of Messrs. Adams, Durcan, Foster and Shirley was $12,500. For fiscal 2011, the contribution for each of Messrs. Durcan, Foster and Shirley was $12,250.
|
Name
|
|
Plan Name
|
|
Grant Date
|
|
Estimated Future Payouts under Non-Equity Incentive Plan Awards(1)
|
|
Estimated Future Payouts under Equity Incentive Plan Awards(2)
|
|
Stock Awards: Number of Shares of Stock or Units(3)
|
Option Awards: Number of Securities Underlying Options(4)
|
Exercise Price of Options(5)
|
Close Price on
Grant Date(5)
|
Grant Date Fair Value of Stock (or units) and Option(6)
|
||||||||||||||||||||||||||
|
|
|
Threshold
|
Target
|
Max
|
Threshold
|
Target
|
|
||||||||||||||||||||||||||||||||
Mark W. Adams
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
76,500
|
|
|
153,000
|
|
|
|
|
|
|
|
|
|
|
$
|
875,160
|
|
||||||||||||
President
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
|
|
|
|
229,000
|
|
|
|
|
|
|
|
|
1,309,880
|
|
|||||||||||||||
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
440,000
|
|
|
$
|
5.72
|
|
|
$
|
5.78
|
|
|
1,311,303
|
|
||||||||||
|
|
EIP
|
|
|
|
$
|
288,000
|
|
|
$
|
720,000
|
|
|
$
|
900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
D. Mark Durcan
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
131,000
|
|
|
262,000
|
|
|
|
|
|
|
|
|
|
|
1,498,640
|
|
|||||||||||||
Chief Executive
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
|
|
|
|
393,000
|
|
|
|
|
|
|
|
|
2,247,960
|
|
||||||||||||||
Officer
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
755,000
|
|
|
5.72
|
|
|
5.78
|
|
|
2,250,077
|
|
||||||||||||
|
|
EIP
|
|
|
|
540,000
|
|
|
1,350,000
|
|
|
1,687,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ronald C. Foster
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
48,000
|
|
|
96,000
|
|
|
|
|
|
|
|
|
|
|
549,120
|
|
|||||||||||||
Chief Financial
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
|
|
|
|
144,000
|
|
|
|
|
|
|
|
|
823,680
|
|
||||||||||||||
Officer
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
277,000
|
|
|
5.72
|
|
|
5.78
|
|
|
825,525
|
|
||||||||||||
|
|
EIP
|
|
|
|
196,000
|
|
|
490,000
|
|
|
612,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Michael J. Rayfield
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
33,000
|
|
|
66,000
|
|
|
|
|
|
|
|
|
|
|
377,520
|
|
|||||||||||||
Vice President of
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
|
|
|
|
98,000
|
|
|
|
|
|
|
|
|
560,560
|
|
||||||||||||||
Wireless Solutions
|
|
2004 Plan
|
|
10/1/12
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
358,800
|
|
||||||||||||||
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
189,000
|
|
|
5.72
|
|
|
5.78
|
|
|
563,264
|
|
||||||||||||
|
|
2004 Plan
|
|
10/1/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,000
|
|
|
5.99
|
|
|
5.77
|
|
|
377,660
|
|
||||||||||||
|
|
EIP
|
|
|
|
131,200
|
|
|
328,000
|
|
|
410,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Brian M. Shirley
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
43,500
|
|
|
87,000
|
|
|
|
|
|
|
|
|
|
|
497,640
|
|
|||||||||||||
Vice President of
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
|
|
|
|
131,000
|
|
|
|
|
|
|
|
|
749,320
|
|
||||||||||||||
DRAM Solutions
|
|
2004 Plan
|
|
10/16/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
252,000
|
|
|
5.72
|
|
|
5.78
|
|
|
751,019
|
|
||||||||||||
|
|
EIP
|
|
|
|
193,600
|
|
|
484,000
|
|
|
605,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents estimated EIP payouts for fiscal 2013. Payment of bonuses under the EIP is dependent upon meeting specified performance goals. Bonuses were not paid to the Named Executive Officers in fiscal 2013 as a result of the suspension of the EIP. See the"Components of the Executive Compensation Program" section of the "Compensation Discussion and Analysis."
|
(2)
|
Represents restricted stock awarded in fiscal 2013 under the 2004 Equity Incentive Plan (the "2004 Plan") with performance-based restrictions. Information related to the performance-based restrictions associated with these shares is contained in Compensation Discussion and Analysis. Target amounts represent the maximum number of shares that may be awarded.
|
(3)
|
Represents restricted stock awarded in fiscal 2013 under the 2004 Plan with time-based restrictions. Time-based restrictions lapse in four equal installments over a four-year period from the date of the award.
|
(4)
|
Represents options awarded in fiscal 2013 under the 2004 Plan. All options currently have a term of six years and vest in equal installments over a four-year period.
|
(5)
|
Under the 2004 Plan options are required to have an exercise price equal to the fair market value. Fair market value is defined as the closing price on the last market-trading day prior to the date of grant. For purpose of the 2004 Plan and the calculation of "Grant Date Fair Value," the fair market value of our Common Stock on the date of grant referenced in this table for October 1, 2012, was $5.99 (the closing price on September 28, 2012) and for October 16, 2012, was $5.72 (the closing price on October 15, 2012). The closing price of our Common Stock on the date of grant referenced in this table was $5.77 on October 1, 2012 and $5.78 on October 16, 2012.
|
(6)
|
The value shown for stock awards is based on the fair value as of the date of grant, disregarding any assumptions as to estimated forfeitures based on continued service. No other assumptions are used in determining the valuation for the stock awards. Assumptions used in determining the fair values of these option awards include estimated future stock price volatility and expected option life. Assumptions used in determining the fair values of these option awards are set forth in the "Equity Plans" note to our financial statements included in our annual report on Form 10-K for fiscal 2013. For performance-based awards, the value is determined based on payout at the target level.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||||
|
|
Number of Securities Underlying Unexercised Options
|
Option Exercise Price
|
Option Expiration Date
|
Shares or Units of Stock That Have Not Vested
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)
|
||||||||||||||||||||
Name
|
|
Exercisable
|
Unexercisable
|
Number
|
|
Market Value(1)
|
|
|
|||||||||||||||||||||
Mark W. Adams
|
|
141,750
|
|
|
47,250
|
|
(2)
|
|
$
|
7.46
|
|
|
10/5/2015
|
|
12,500
|
|
(7)
|
|
$
|
169,625
|
|
|
62,000
|
|
(12)
|
|
$
|
841,340
|
|
President
|
|
59,249
|
|
|
|
|
|
14.52
|
|
|
1/4/2016
|
|
24,500
|
|
(8)
|
|
332,465
|
|
|
91,000
|
|
(13)
|
|
1,234,870
|
|
||||
|
|
118,499
|
|
|
|
|
|
10.89
|
|
|
2/10/2016
|
|
54,750
|
|
(9)
|
|
742,958
|
|
|
153,000
|
|
(14)
|
|
2,076,210
|
|
||||
|
|
97,500
|
|
|
97,500
|
|
(3)
|
|
7.59
|
|
|
10/11/2016
|
|
229,000
|
|
(10)
|
|
3,107,530
|
|
|
|
|
|
|
|||||
|
|
64,750
|
|
|
194,250
|
|
(4)
|
|
5.16
|
|
|
10/11/2017
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
440,000
|
|
(5)
|
|
5.72
|
|
|
10/16/2018
|
|
|
|
|
|
|
|
|
|
|
||||||||
D. Mark Durcan
|
|
125,000
|
|
|
|
|
|
14.35
|
|
|
9/23/2013
|
|
25,250
|
|
(7)
|
|
342,643
|
|
|
124,000
|
|
(12)
|
|
1,682,680
|
|
||||
Chief Executive
|
|
125,000
|
|
|
|
|
|
15.91
|
|
|
3/29/2014
|
|
49,500
|
|
(8)
|
|
671,715
|
|
|
273,000
|
|
(13)
|
|
3,704,610
|
|
||||
Officer
|
|
758,000
|
|
|
|
|
|
4.48
|
|
|
10/3/2014
|
|
163,500
|
|
(9)
|
|
2,218,695
|
|
|
262,000
|
|
(14)
|
|
3,555,340
|
|
||||
|
|
284,250
|
|
|
94,750
|
|
(2)
|
|
7.46
|
|
|
10/5/2015
|
|
393,000
|
|
(10)
|
|
5,333,010
|
|
|
|
|
|
|
|||||
|
|
195,500
|
|
|
195,500
|
|
(3)
|
|
7.59
|
|
|
10/11/2016
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
194,250
|
|
|
582,750
|
|
(4)
|
|
5.16
|
|
|
10/11/2017
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
755,000
|
|
(5)
|
|
5.72
|
|
|
10/16/2018
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ronald C. Foster
|
|
75,000
|
|
|
|
|
|
5.97
|
|
|
4/1/2014
|
|
16,750
|
|
(7)
|
|
227,298
|
|
|
82,000
|
|
(12)
|
|
1,112,740
|
|
||||
Chief Financial
|
|
200,000
|
|
|
|
|
|
4.48
|
|
|
10/3/2014
|
|
33,000
|
|
(8)
|
|
447,810
|
|
|
133,000
|
|
(13)
|
|
1,804,810
|
|
||||
Officer
|
|
189,750
|
|
|
63,250
|
|
(2)
|
|
7.46
|
|
|
10/5/2015
|
|
80,250
|
|
(9)
|
|
1,088,993
|
|
|
96,000
|
|
(14)
|
|
1,302,720
|
|
|||
|
|
130,000
|
|
|
130,000
|
|
(3)
|
|
7.59
|
|
|
10/11/2016
|
|
144,000
|
|
(10)
|
|
1,954,080
|
|
|
|
|
|
|
|||||
|
|
95,000
|
|
|
285,000
|
|
(4)
|
|
5.16
|
|
|
10/11/2017
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
277,000
|
|
(5)
|
|
5.72
|
|
|
10/16/2018
|
|
|
|
|
|
|
|
|
|
|
||||||||
Michael J. Rayfield
|
|
|
|
120,000
|
|
(6)
|
|
5.99
|
|
|
10/1/2018
|
|
60,000
|
|
(11)
|
|
814,200
|
|
|
66,000
|
|
(14)
|
|
895,620
|
|
||||
Vice President of
|
|
|
|
189,000
|
|
(5)
|
|
5.72
|
|
|
10/16/2018
|
|
98,000
|
|
(10)
|
|
1,329,860
|
|
|
|
|
|
|
||||||
Wireless Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Brian M. Shirley
|
|
75,000
|
|
|
|
|
|
11.51
|
|
|
9/1/2014
|
|
12,500
|
|
(7)
|
|
169,625
|
|
|
62,000
|
|
(12)
|
|
841,340
|
|
||||
Vice President of
|
|
141,750
|
|
|
47,250
|
|
(2)
|
|
7.46
|
|
|
10/5/2015
|
|
24,500
|
|
(8)
|
|
332,465
|
|
|
91,000
|
|
(13)
|
|
1,234,870
|
|
|||
DRAM Solutions
|
|
97,500
|
|
|
97,500
|
|
(3)
|
|
7.59
|
|
|
10/11/2016
|
|
54,750
|
|
(9)
|
|
742,958
|
|
|
87,000
|
|
(14)
|
|
1,180,590
|
|
|||
|
|
64,750
|
|
|
194,250
|
|
(4)
|
|
5.16
|
|
|
10/11/2017
|
|
131,000
|
|
(10)
|
|
1,777,670
|
|
|
|
|
|
|
|||||
|
|
|
|
252,000
|
|
(5)
|
|
5.72
|
|
|
10/16/2018
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Calculated by multiplying the number of shares of restricted stock by $13.57, the closing price of the Company's Common Stock on August 29, 2013.
|
(2)
|
Options vest on October 5, 2013.
|
(3)
|
Options vest in equal installments on October 11, 2013 and October 11, 2014.
|
(4)
|
Options vest in equal installments on October 11, 2013, October 11, 2014 and October 11, 2015.
|
(5)
|
Options vest in equal installments on October 16, 2013, October 16, 2014, October 16, 2015 and October 16, 2016.
|
(6)
|
Options vest in equal installments on October 1, 2013, October 1, 2014, October 1, 2015 and October 1, 2016.
|
(7)
|
Restrictions on shares lapse on October 5, 2013.
|
(8)
|
Restrictions on shares lapse in equal installments on October 11, 2013 and October 11, 2014.
|
(9)
|
Restrictions on shares lapse in equal installments on October 11, 2013, October 11, 2014 and October 11, 2015.
|
(10)
|
Restrictions on shares lapse in equal installments on October 16, 2013, October 16, 2014, October 16, 2015 and October 16, 2016.
|
(11)
|
Restrictions on shares lapse in equal installments on October 1, 2013, October 1, 2014, October 1, 2015 and October 1, 2016.
|
(12)
|
Performance-based restrictions on shares lapse upon the achievement of a simple average ROA in any consecutive rolling four quarter period from the first fiscal quarter in 2011 through the end of the fourth fiscal quarter in 2013. The metric was not met and the shares were forfeited on October 16, 2013.
|
(13)
|
Performance-based restrictions on shares lapse upon the achievement of a simple average ROA goal in any consecutive rolling four quarter period from the first fiscal quarter in 2012 through the end of the fourth fiscal quarter in 2014. The metric was met in the fourth quarter of 2013 and the restrictions on the shares lapsed on October 16, 2013.
|
(14)
|
Performance-based restrictions on shares lapse upon the achievement of a simple average ROA goal in any consecutive rolling four quarter period from the first fiscal quarter in 2013 through the end of the fourth fiscal quarter in 2016. The metric was met in the fourth quarter of 2013 and the restrictions on the shares lapsed on October 16, 2013.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares Acquired on Exercise
|
|
Value Realized on Exercise(1)
|
|
Number of Shares Acquired on Vesting(2)
|
|
Value Realized on Vesting(3)
|
||||||
Mark W. Adams
President
|
|
190,000
|
|
|
$
|
1,379,627
|
|
|
307,750
|
|
|
$
|
4,498,715
|
|
D. Mark Durcan
Chief Executive Officer
|
|
—
|
|
|
—
|
|
|
681,250
|
|
|
9,900,718
|
|
||
Ronald C. Foster
Chief Financial Officer
|
|
510,000
|
|
|
4,177,655
|
|
|
316,750
|
|
|
4,384,183
|
|
||
Michael J. Rayfield
Vice President of Wireless Solutions
|
|
—
|
|
|
—
|
|
|
66,000
|
|
|
1,116,720
|
|
||
Brian M. Shirley
Vice President of DRAM Solutions
|
|
389,250
|
|
|
2,001,653
|
|
|
241,750
|
|
|
3,381,995
|
|
(1)
|
Value calculated by subtracting the exercise price from the sale price multiplied by the number of options exercised.
|
(2)
|
Includes performance-based restricted stock tied to fiscal 2013 performance which vested in October 2013.
|
(3)
|
Value calculated by multiplying number of shares by the market value per share on the vesting date.
|
Name
|
|
Salary
(1)
|
|
Bonus
(2)
|
|
Cash in Lieu of Benefits Payment(3)
|
|
Value of Extended Option Vesting and Exercise Period
(4)
|
|
Value of Extended Restricted Stock Vesting
(5)
|
|
Value of Unearned Stock Awards
(6)
|
|
Total
|
||||||||||||||
Mark W. Adams
President
|
|
$
|
600,000
|
|
|
$
|
0
|
|
|
$
|
51,315
|
|
|
$
|
2,312,891
|
|
|
$
|
1,360,393
|
|
|
$
|
3,311,080
|
|
|
$
|
7,635,679
|
|
D. Mark Durcan
Chief Executive Officer
|
|
900,000
|
|
|
0
|
|
|
64,902
|
|
|
4,647,802
|
|
|
2,751,318
|
|
|
7,259,950
|
|
|
15,623,972
|
|
|||||||
Ronald C. Foster
Chief Financial Officer
|
|
490,000
|
|
|
0
|
|
|
57,762
|
|
|
2,259,666
|
|
|
1,302,720
|
|
|
3,107,530
|
|
|
7,217,678
|
|
|||||||
Michael J. Rayfield
Vice President of Wireless Solutions
|
|
410,000
|
|
|
0
|
|
|
53,126
|
|
|
604,619
|
|
|
536,015
|
|
|
895,620
|
|
|
2,499,380
|
|
|||||||
Brian M. Shirley
Vice President of
DRAM Solutions
|
|
484,000
|
|
|
0
|
|
|
26,164
|
|
|
1,821,611
|
|
|
1,027,928
|
|
|
2,415,460
|
|
|
5,775,163
|
|
(1)
|
Represents 12 months of the Named Executive Officer's monthly salary as of August 29, 2013.
|
(2)
|
No EIP bonuses were paid for fiscal 2013.
|
(3)
|
Represents a cash payment for an amount estimated to allow the Named Executive Officer to purchase during the Transition Period benefits similar to those he received while he was our employee. The amount listed includes a gross-up calculation for the tax impact of the payment.
|
(4)
|
Represents the value resulting from the additional vesting and exercise period for stock options provided by the Named Executive Officer's Transition Period. The fair value of each option award is estimated as of August 29, 2013 using the Black-Scholes option valuation model. The expected volatilities utilized are based on implied volatility from traded options on our stock and on historical volatility. The expected lives of options are based on the shorter of length of the Transition Period or remaining life of the option. The risk-free interest rates utilized are based on the U.S. Treasury yield in effect on August 29, 2013.
|
(5)
|
Represents the value resulting from the additional vesting of restricted shares during the Named Executive Officer's Transition Period. The amount shown is calculated as the number of additional shares that would vest during the Transition Period multiplied by $13.57, our closing stock price on August 29, 2013.
|
(6)
|
The performance-based goals of restricted stock awards granted in 2012 and 2013 were met on August 29, 2013 and the restrictions would have lapsed during the Named Executive Officer's Transition Period. Amount shown is calculated as the number of shares on which restrictions would lapse multiplied by $13.57, our closing stock price on August 29, 2013.
|
Name
|
|
Bonus(1)
|
|
Value of Options(2)
|
|
Value of Restricted Stock(3)
|
|
Total
|
||||||||
Mark W. Adams
President
|
|
$
|
0
|
|
|
$
|
5,959,390
|
|
|
$
|
8,504,998
|
|
|
$
|
14,464,388
|
|
D. Mark Durcan
Chief Executive Officer
|
|
0
|
|
|
12,575,690
|
|
|
17,508,693
|
|
|
30,084,383
|
|
||||
Ronald C. Foster
Chief Financial Officer
|
|
0
|
|
|
5,735,158
|
|
|
7,938,450
|
|
|
13,673,608
|
|
||||
Michael J. Rayfield
Vice President of Wireless Solutions
|
|
0
|
|
|
2,393,850
|
|
|
3,039,680
|
|
|
5,433,530
|
|
||||
Brian M. Shirley
Vice President of DRAM Solutions
|
|
0
|
|
|
4,483,590
|
|
|
6,279,518
|
|
|
10,763,108
|
|
(1)
|
No bonuses would have been payable as of the last day the month preceding August 29, 2013 due to the suspension of the EIP in fiscal 2013.
|
(2)
|
All outstanding options are time-based equity awards and would have fully vested on August 29, 2013. Amount shown is calculated as the excess of $13.57, the closing price of our stock on August 29, 2013, over the accelerated option's exercise price.
|
(3)
|
All outstanding time-based restricted stock awards would have fully vested on August 29, 2013. There were three outstanding performance-based restricted stock awards on August 29, 2013: 2011, 2012 and 2013 awards. The performance-based criteria in the 2012 and 2013 restricted stock awards were fully met on August 29, 2013, even without a change in control provision, but the lapsing of the restrictions would have been accelerated to the date of the change in control. If the performance-based criteria in the 2011 restricted stock awards were assumed to have been met on August 29, 2013 pursuant to the change in control provision, then 100% of the shares would have had their restrictions lapse since August 29, 2013 was the last day of the performance period. Amount shown is calculated as the number of shares on which restrictions would lapse multiplied by $13.57 per share, our closing stock price on August 29, 2013.
|
|
|
(a) Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1)
|
|
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
||||||
Equity Compensation Plans Approved by Shareholders(2)
|
|
47,661,641
|
|
|
$
|
8.24
|
|
|
67,059,333
|
|
(3
|
)
|
Equity Compensation Plans Not Approved by Shareholders(4)
|
|
29,195,715
|
|
|
6.23
|
|
|
9,329,557
|
|
(5
|
)
|
|
Totals(6)
|
|
76,857,356
|
|
|
7.41
|
|
|
76,388,890
|
|
|
(1)
|
Excludes restricted stock units that convert to shares of Common Stock for no consideration.
|
(2)
|
Includes shares issuable or available pursuant to our 1994 Stock Option Plan (the "1994 Plan"), 2000 Lexar Stock Option Plan (the "2000 Lexar Plan"), 2001 Stock Option Plan (the "2001 Plan"), the 2004 Plan, 2007 Equity Incentive Plan (the "2007 Plan") and Numonyx Plan. The 2004 Plan and the 2007 Plan currently provide for a maximum term for options and SARs of six years, all our other equity plans provide for a maximum option term of 10 years. We are seeking shareholder approval of amendments to the 2004 Plan and 2007 Plan to provide for option terms of eight years. See "Proposal 2 – Approval of Amended and Restated 2007 Equity Incentive Plan." and "Proposal 3 – Approval of Amended and Restated 2004 Equity Incentive Plan." The 2004 Plan, the 2007 Plan and the Numonyx Plan are our only plans that permit granting of awards other than stock options. The 2004 Plan and the 2007 Plan provide that awards other than stock options or SARs reduce the number of available shares under the plan by two shares for each one share covered by the award. In addition, none of our equity plans contain provisions that are commonly known as "liberal share counting provisions" or permit the grant of discounted options or SARs.
|
(3)
|
Plans permit granting options and full value awards. If issuing full value awards, the number of available shares is 34,652,496.
|
(4)
|
Includes shares issuable or available pursuant to our Nonstatutory Stock Option Plan (the "NSOP"), 1997 Nonstatutory Stock Option Plan (the "1997 Plan") and the 1998 Nonstatutory Stock Option Plan (the "1998 Plan"). Options granted under the aforementioned plans have terms ranging from six to ten years. The exercise price and the vesting schedule of the options granted under these plans are determined by the administrators of the plans or our Board of Directors. Executive officers and directors do not participate in the aforementioned plans.
|
(5)
|
None of these shares are available to grant as full value awards.
|
(6)
|
The following table contains further information as to awards outstanding and available for issuance under each of our equity plans.
|
Equity Plan
|
|
(a)
Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
(b)
Number of Securities Available for Issuance (Excluding Securities Reflected in Column (a))
|
||||
Plans Approved by Shareholders
|
|
|
|
|
|
|
||
1994 Plan
|
|
1,322,899
|
|
|
|
—
|
|
|
2000 Lexar Plan
|
|
368,851
|
|
|
|
—
|
|
|
2001 Plan
|
|
13,123,705
|
|
|
|
—
|
|
|
2004 Plan
|
|
11,309,413
|
|
(1)
|
|
46,295,730
|
|
|
2007 Plan
|
|
18,154,304
|
|
(2)
|
|
18,517,945
|
|
|
Numonyx Plan
|
|
3,382,469
|
|
(3)
|
|
2,245,658
|
|
|
Approved Plan Total
|
|
47,661,641
|
|
|
|
67,059,333
|
|
|
|
|
|
|
|
|
|
||
Plans Not Approved by Shareholders
|
|
|
|
|
|
|
||
NSOP
|
|
28,439,303
|
|
|
|
9,197,355
|
|
|
1997 Plan
|
|
244,163
|
|
|
|
33,212
|
|
|
1998 Plan
|
|
512,249
|
|
|
|
98,990
|
|
|
Not Approved Plan Total
|
|
29,195,715
|
|
|
|
9,329,557
|
|
|
Grand Total
|
|
76,857,356
|
|
|
|
76,388,890
|
|
|
(1)
|
Includes 231,163 restricted stock units and excludes 6,612,500 shares of restricted stock.
|
(2)
|
Includes 5,372,308 restricted stock units and excludes 343,477 shares of restricted stock.
|
(3)
|
Includes 482,453 restricted stock units.
|
Key Equity Metrics
|
|
2013
|
|
2012
|
Equity Run Rate (1)
|
|
2.4%
|
|
2.7%
|
Overhang (2)
|
|
15.3%
|
|
19.6%
|
Dilution (3)
|
|
8.0%
|
|
10.3%
|
(1)
|
Equity run rate is calculated by dividing the number of shares subject to equity awards granted during the year by the weighted-average number of shares outstanding during the year.
|
(2)
|
Overhang is calculated by dividing (a) the sum of (x) the number of shares subject to equity awards outstanding at the end of the year and (y) the number of shares available for future grants, by (b) the number of shares outstanding at the end of the year.
|
(3)
|
Dilution is calculated by dividing the number of shares subject to equity awards outstanding at the end of the fiscal year by the number of shares outstanding at the end of the fiscal year.
|
•
|
Assuming shareholder approval of 2007 Plan, 63 million shares will be available for future grant. We expect this amount to last for approximately 3 years of awards. This estimate is based on a run rate of between 2 and 2.5%. While we believed this modeling provided a reasonable estimate of how long such a share reserve would last, there are a number of factors that could impact our future equity share usage.
|
•
|
The total overhang resulting from the share request, including awards outstanding under all of our equity plans, represents approximately 17.5% of the shares of Common Stock outstanding as of the Record Date.
|
•
|
The 2007 Plan clarifies that, in accordance with the Company's historical practice, the following shares of Common Stock may not again be made available for issuance as awards under the plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of an outstanding option or SAR, (ii) shares of Common Stock used to pay the exercise price or withholding taxes related to an outstanding option or SAR, or (iii) shares of Common Stock repurchased on the open market with the proceeds of the exercise price of an option.
|
•
|
The 2007 Plan would remain in effect for 10 years following shareholder approval at the Fiscal 2013 Annual Meeting.
|
•
|
The 2007 Plan clarifies that dividends on performance-based full-value awards could not be paid out until the underlying award was earned and vested.
|
•
|
The 2007 Plan provides that options and SARs may have a term of up to eight years (as opposed to six years).
|
•
|
The 2007 Plan contains "return on assets" as an additional performance measure for Code Section 162(m) purposes. The full list of available performance measures is provided in the summary below.
|
•
|
Fungible Share Pool
. The 2007 Plan uses a fungible share pool under which each stock option and SAR counts as one share against the plan share reserve and each stock-based full-value award (which includes any stock-based or stock-settled award other than options or SARs) counts as two shares against the plan share reserve.
|
•
|
No liberal share counting for stock options or SARs
. The 2007 Plan prohibits the reuse of shares withheld, repurchased or delivered to satisfy the exercise price or minimum tax withholding requirements relating to a stock option or SAR. The Plan also prohibits "net share counting" upon the exercise of options or SARs.
|
•
|
No repricing of stock options or SARs
. The 2007 Plan prohibits the repricing of stock options or SARs without shareholder approval. This prohibition includes (i) reducing the exercise price or base price of an option or SAR after the date of grant, (ii) canceling an option or SAR in exchange for cash, other awards, or options or SARS with an exercise price or base price that is less than the exercise price or base price of the original option or SAR, or otherwise, and (iii) any repurchasing an option or SAR for value (in cash or otherwise) if the current fair market value of the shares of Common Stock underlying the option or SAR is lower than the exercise price or base price per share of the option or SAR.
|
•
|
No discounted stock options or SARs
. All stock options and SARs must have an exercise price or base price equal to or greater than the fair market value of the underlying Common Stock on the date of grant.
|
•
|
No award may be transferred for value
. The 2007 Plan prohibits the transfer of unexercised, unvested or restricted awards to third parties for value.
|
•
|
No liberal definition of "change in control."
The change in control definition contained in the 2007 Plan is not a "liberal" definition that would be activated on mere shareholder approval of a transaction.
|
•
|
Minimum Vesting Requirements
. Subject to certain limited exceptions, full-value awards granted under the 2007 Plan will either (i) be subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period), or one year if the vesting is based on performance criteria other than continued service, or (ii) be granted solely in exchange for foregone cash compensation.
|
•
|
No Dividends on Unearned Awards
. The 2007 Plan prohibits the current payment of dividends or dividend equivalent rights on unearned awards, including performance-based full-value awards.
|
•
|
Limitation on Amendments
. No material amendments to the 2007 Plan can be made without shareholder approval if any such amendment would materially increase the number of shares reserved or the per-participant award limitations under the plan, or that would diminish the prohibitions on repricing stock options or SARs.
|
•
|
Options to purchase shares of Common Stock, which may be nonstatutory stock options or incentive stock options under the U.S. Internal Revenue Code (the "Code"). The exercise price of an option granted under the 2007 Plan may not be less than the fair market value of the Company's Common Stock on the date of grant. Stock options granted under the 2007 Plan may have a term of up to eight years.
|
•
|
SARs, which give the holder the right to receive the excess, if any, of the fair market value of one share of Common Stock on the date of exercise, over the base price of the SAR. The base price of a SAR may not be less than the fair market value of the Company's common stock on the date of grant. SARs granted under the 2007 Plan may have a term of up to eight years.
|
•
|
Performance shares, which are payable in Common Stock (or an equivalent value in cash or other property) upon the attainment of performance goals set by the Compensation Committee of the Board of Directors (the "Committee").
|
•
|
Restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Committee.
|
•
|
Restricted stock units, which represent the right to receive shares of Common Stock (or an equivalent value in cash or other property) in the future, based upon the attainment of stated vesting or performance goals set by the Committee.
|
•
|
Deferred stock units, which represent the right to receive shares of Common Stock (or an equivalent value in cash or other property) in the future, generally without any vesting or performance restrictions.
|
•
|
Other stock-based awards in the discretion of the Committee, including unrestricted stock grants.
|
•
|
gross and/or net revenue (including whether in the aggregate or attributable to specific products);
|
•
|
cost of goods sold and gross margin;
|
•
|
costs and expenses, including research and development and selling, general and administrative expenses;
|
•
|
income (gross, operating, net, etc.);
|
•
|
earnings, including before interest, taxes, depreciation and amortization (whether in the aggregate or on a per share basis);
|
•
|
cash flows and share price;
|
•
|
return on assets, investment, capital or equity;
|
•
|
manufacturing efficiency (including yield enhancement and cycle time reductions), quality improvements and customer satisfaction;
|
•
|
product life cycle management (including product and technology design, development, transfer, manufacturing introduction, and sales price optimization and management);
|
•
|
economic profit or loss;
|
•
|
market share;
|
•
|
employee retention, compensation, training and development, including succession planning; and
|
•
|
objective goals consistent with the participant's specific duties and responsibilities, designed to further the financial, operational and other business interests of the Company, including goals and objectives with respect to regulatory compliance matters.
|
Name and Position
|
|
Time-Based
Restricted Stock Awards
|
|
Performance-Based
Restricted Stock Awards
|
Stock Options
|
||||
All Executive Officers as a Group*
|
|
—
|
|
|
—
|
|
|
9,000
|
|
All Employees as a Group (Including all Officers who are not Executive Officers)
|
|
10,119,442
|
|
|
—
|
|
|
19,941,274
|
|
All Non-Executive Directors as a Group
|
|
686,690
|
|
|
—
|
|
|
—
|
|
•
|
Fungible Share Pool
. The 2004 Plan uses a fungible share pool under which each stock option and SAR counts as one share against the plan share reserve and each stock-based full-value award (which includes any stock-based or stock-settled award other than options or SARs) counts as two shares against the plan share reserve.
|
•
|
No liberal share counting for stock options or SARs
. The 2004 Plan prohibits the reuse of shares withheld, repurchased or delivered to satisfy the exercise price or minimum tax withholding requirements relating to a stock option or SAR. The Plan also prohibits "net share counting" upon the exercise of options or SARs.
|
•
|
No repricing of stock options or SARs
. The 2004 Plan prohibits the repricing of stock options or SARs without shareholder approval. This prohibition includes (i) reducing the exercise price or base price of an option or SAR after the date of grant, (ii) canceling an option or SAR in exchange for cash, other awards, or options or SARS with an exercise price or base price that is less than the exercise price or base price of the original option or SAR, or otherwise, and (iii) repurchasing an option or SAR for value (in cash or otherwise) if the current fair market value of the shares of Common Stock underlying the option or SAR is lower than the exercise price or base price per share of the option or SAR.
|
•
|
No discounted stock options or SARs
. All stock options and SARs must have an exercise price or base price equal to or greater than the fair market value of the underlying Common Stock on the date of grant.
|
•
|
No award may be transferred for value
. The 2004 Plan prohibits the transfer of unexercised, unvested or restricted awards to third parties for value.
|
•
|
No liberal definition of "change in control."
The change in control definition contained in the 2004 Plan is not a "liberal" definition that would be activated on mere shareholder approval of a transaction.
|
•
|
Minimum Vesting Requirements
. Subject to certain limited exceptions, full-value awards granted under the 2004 Plan will either (i) be subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period), or one year if the vesting is based on performance criteria other than continued service, or (ii) be granted solely in exchange for foregone cash compensation.
|
•
|
No Dividends on Unearned Awards
. The 2004 Plan prohibits the current payment of dividends or dividend equivalent rights on unearned awards.
|
•
|
Limitation on Amendments
. No material amendments to the 2004 Plan can be made without shareholder approval if any such amendment would materially increase the number of shares reserved or the per-participant award limitations under the plan, or that would diminish the prohibitions on repricing stock options or SARs.
|
•
|
Options to purchase shares of Common Stock, which may be nonstatutory stock options or incentive stock options under the U.S. Internal Revenue Code (the "Code"). The exercise price of an option granted under the 2004 Plan may not be less than the fair market value of the Company's Common Stock on the date of grant. Stock options granted under the 2004 Plan may have a term of up to eight years.
|
•
|
SARs, which give the holder the right to receive the excess, if any, of the fair market value of one share of Common Stock on the date of exercise, over the base price of the stock appreciation right. The base price of a SAR may not be less than the fair market value of the Company's common stock on the date of grant. SARs granted under the 2004 Plan may have a term of up to eight years.
|
•
|
Performance shares, which are payable in Common Stock (or an equivalent value in cash or other property) upon the attainment of performance goals set by the Compensation Committee of the Board of Directors (the "Committee").
|
•
|
Restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Committee.
|
•
|
Restricted stock units, which represent the right to receive shares of Common Stock (or an equivalent value in cash or other property) in the future, based upon the attainment of stated vesting or performance goals set by the Committee.
|
•
|
Deferred stock units, which represent the right to receive shares of Common Stock (or an equivalent value in cash or other property) in the future, generally without any vesting or performance restrictions.
|
•
|
Other stock-based awards in the discretion of the Committee, including unrestricted stock grants.
|
•
|
gross and/or net revenue (including whether in the aggregate or attributable to specific products);
|
•
|
cost of goods sold and gross margin;
|
•
|
costs and expenses, including research and development and selling, general and administrative expenses;
|
•
|
income (gross, operating, net, etc.);
|
•
|
earnings, including before interest, taxes, depreciation and amortization (whether in the aggregate or on a per share basis);
|
•
|
cash flows and share price;
|
•
|
return on assets, investment, capital or equity;
|
•
|
manufacturing efficiency (including yield enhancement and cycle time reductions), quality improvements and customer satisfaction;
|
•
|
product life cycle management (including product and technology design, development, transfer, manufacturing introduction, and sales price optimization and management);
|
•
|
economic profit or loss;
|
•
|
market share;
|
•
|
employee retention, compensation, training and development, including succession planning; and
|
•
|
objective goals consistent with the participant's specific duties and responsibilities, designed to further the financial, operational and other business interests of the Company, including goals and objectives with respect to regulatory compliance matters.
|
Name and Position
|
|
Time-Based
Restricted Stock Awards
|
Performance-Based
Restricted Stock Awards
|
Stock Options
|
|||||
Mark W. Adams
President
|
|
702,238
|
|
|
532,297
|
|
|
1,220,000
|
|
D. Mark Durcan
Chief Executive Officer
|
|
1,583,889
|
|
|
1,175,612
|
|
|
2,512,000
|
|
Ronald C. Foster
Chief Financial Officer
|
|
651,753
|
|
|
605,691
|
|
|
1,554,000
|
|
Michael J. Rayfield
Vice President of Wireless Solutions |
|
205,000
|
|
|
97,000
|
|
|
368,000
|
|
Brian M. Shirley
Vice President of DRAM Solutions
|
|
623,845
|
|
|
489,806
|
|
|
999,000
|
|
All Executive Officers as a Group*
|
|
6,801,069
|
|
|
5,155,419
|
|
|
10,321,000
|
|
All Employees as a Group (Including all Officers who are not Executive Officers)
|
|
6,541,447
|
|
|
2,999,263
|
|
|
8,931,011
|
|
All Non-Executive Directors as a Group
|
|
752,648
|
|
|
—
|
|
|
—
|
|
|
|
2013
|
|
2012
|
||||
|
|
(amounts in millions)
|
||||||
Audit fees(1)
|
|
$
|
11.9
|
|
|
$
|
6.8
|
|
Audit-related fees(2)
|
|
0.1
|
|
|
0.9
|
|
||
Tax fees
|
|
—
|
|
|
—
|
|
||
All other fees
|
|
—
|
|
|
—
|
|
||
|
|
$
|
12.0
|
|
|
$
|
7.7
|
|
(1)
|
Includes fees related to the audit of our financial statements, fees for services provided in connection with statutory and regulatory filings and fees for attestation services related to our securities offerings and internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002, including fees related to the accounting for the acquisition and year-end audit of Elpida Memory, Inc.
|
(2)
|
Fiscal 2013 primarily reflects fees for services in connection with a supply agreement audit. Fiscal 2012 primarily reflects fees for due diligence work and related accounting considerations with respect to our planned acquisition of Elpida.
|
|
The Audit Committee
Robert L. Bailey
Mercedes Johnson
Robert E. Switz
|
|
THE BOARD OF DIRECTORS
|
•
|
Gross and/or net revenue (including whether in the aggregate or attributable to specific products)
|
•
|
Cost of Goods Sold and Gross Margin
|
•
|
Costs and expenses, including Research & Development and Selling, General & Administrative
|
•
|
Income (gross, operating, net, etc.)
|
•
|
Earnings, including before interest, taxes, depreciation and amortization (whether in the aggregate or on a per share basis
|
•
|
Cash flows and share price
|
•
|
Return on assets, investment, capital or equity
|
•
|
Manufacturing efficiency (including yield enhancement and cycle time reductions), quality improvements and customer satisfaction
|
•
|
Product life cycle management (including product and technology design, development, transfer, manufacturing introduction, and sales price optimization and management)
|
•
|
Economic profit or loss
|
•
|
Market share
|
•
|
Employee retention, compensation, training and development, including succession planning
|
•
|
Objective goals consistent with the Participant's specific duties and responsibilities, designed to further the financial, operational and other business interests of the Company, including goals and objectives with respect to regulatory compliance matters.
|
•
|
Gross and/or net revenue (including whether in the aggregate or attributable to specific products)
|
•
|
Cost of Goods Sold and Gross Margin
|
•
|
Costs and expenses, including Research & Development and Selling, General & Administrative
|
•
|
Income (gross, operating, net, etc.)
|
•
|
Earnings, including before interest, taxes, depreciation and amortization (whether in the aggregate or on a per share basis
|
•
|
Cash flows and share price
|
•
|
Return on assets, investment, capital, equity
|
•
|
Manufacturing efficiency (including yield enhancement and cycle time reductions), quality improvements and customer satisfaction
|
•
|
Product life cycle management (including product and technology design, development, transfer, manufacturing introduction, and sales price optimization and management)
|
•
|
Economic profit or loss
|
•
|
Market share
|
•
|
Employee retention, compensation, training and development, including succession planning
|
•
|
Objective goals consistent with the Participant's specific officer duties and responsibilities, designed to further the financial, operational and other business interests of the Company, including goals and objectives with respect to regulatory compliance matters.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Pitney Bowes Inc. | PBI |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|