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vision and knowledge of management, accounting, finance, industry, technology, manufacturing, international markets and marketing. Additional criteria include a candidate’s personal and professional ethics, integrity and values, as well as his or her willingness to devote sufficient time to prepare for and attend meetings and participate effectively on the Board.
The Board Governance Guidelines provide that the Nominating, Governance & Sustainability Committee is responsible for reviewing with the Board, from time to time, the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. In assessing the diversity of the Board, the Nominating, Governance & Sustainability Committee considers such factors as leadership, character, reputation, integrity, judgment, age, understanding of and experience in manufacturing, technology expertise, finance and marketing acumen, and exposure and experience in international markets. The Board values a diverse set of viewpoints and experiences, and also considers gender and ethnic diversity. These factors, which are among the factors the Board and the Nominating, Governance & Sustainability Committee considers useful to a well-functioning board, are reviewed in the context of assessing the perceived needs of the Board at any particular point in time and in its search for potential nominees.
The Nominating, Governance & Sustainability Committee will consider any and all director candidate recommendations by our stockholders that are submitted in accordance with the procedures set forth in the Company’s Second Amended and Restated By-Laws. The Nominating, Governance & Sustainability Committee will apply the same processes and criteria in evaluating director candidates recommended by stockholders as it applies in evaluating director candidates recommended by directors, members of management, or any other person. If you are a stockholder and wish to recommend a candidate for nomination to the Board of Directors, you should submit your recommendation in writing to the Nominating, Governance & Sustainability Committee, in care of the Corporate Secretary of Advanced Energy at 1595 Wynkoop St., Suite 800, Denver, Colorado 80202. Your recommendation must include all of the information set forth in Article III, Section 6(a) of the Second Amended and Restated By-Laws of Advanced Energy, including but not limited to, your name and address, the class and number of shares of Advanced Energy which are, directly or indirectly, owned beneficially and of record, the name of the person you recommend for nomination, the reasons for your recommendation, a summary of the person’s business history and other qualifications as a director of Advanced Energy, and whether such person has agreed to serve, if elected, as a director of Advanced Energy. Please also see the information under the section entitled “Proposals of Stockholders” on page 66 of this proxy statement.
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the Compensation Committee also holds executive sessions not attended by any members of management or by non-independent directors.
Use of Market Data for Comparison Against Peer Companies
One factor that the Compensation Committee considers when making compensation decisions is the compensation paid to executives of a peer group of companies. The Compensation Committee also considers other factors discussed below under the heading “Components of Executive Compensation.”
Our compensation peer group consists of publicly traded companies of roughly similar size to Advanced Energy, all of which are from related industries, including the semiconductor and electronic equipment industries, and may compete with Advanced Energy for executive talent. Our criteria for selecting our peer group companies includes companies with revenue between 50% and 200% and market capitalization between 33% and 300% of Advanced Energy.
The Compensation Committee reviews our peer companies annually to take into account the volatility and breadth of the industries in which Advanced Energy participates. While the Compensation Committee attempts to maintain consistency year to year, adjustments are made as needed. In consultation with Compensia, the Compensation Committee reviewed its list of peer companies in July 2022, to be used for a comparative review for 2023 compensation. As a result of this review, the Compensation Committee removed Azenta, Inc. (formerly Brooks Automation, Inc.), Curtiss-Wright Corp., MACOM Technology Solutions Holdings, Inc., Moog, Inc., Novanta, Inc., Rogers Corporation, Semtech Corp., SPX Technologies, and Wolfspeed Inc. due to revenues outside the selection criteria, acquisition activity, and less relevant business fits. To replace these companies and better align with the semiconductor industry, the Compensation Committee added Cirrus Logic, Inc., MaxLinear, Inc., Silicon Laboratories Inc., Synaptics Incorporated, and Ultra Clean Holdings, Inc.
For 2023, the list of peer companies consists of the following 15 publicly traded companies.
Peer Companies |
Coherent Corp. (formerly II-IV) | | Littelfuse Inc. | | Power Integrations, Inc. |
Cirrus Logic, Inc. | | MaxLinear, Inc. | | Silicon Laboratories Inc. |
Entegris, Inc. | | MKS Instruments, Inc. | | Smart Global Holdings Inc. |
FormFactor, Inc. | | Monolithic Power Systems, Inc. | | Synaptics Incorporated |
Kulicke & Soffa Industries, Inc. | | OSI Systems, Inc. | | Ultra Clean Holdings, Inc. |
Components of Executive Compensation
For 2023, the principal components of compensation for named executive officers were: (1) base salary, (2) annual performance-based cash compensation under the 2023 STI Plan, (3) long-term performance-based equity incentive compensation under the 2023 LTI Plan, and (4) other benefits, each of which is described in more detail below. As we mentioned above, a majority of our named executive officers’ target compensation in 2023 was performance-based compensation under our 2023 STI Plan and 2023 LTI Plan, consistent with our “pay for performance culture.”
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*** | Adjusted Cash Flow is measured as Non-GAAP Operating Income from Continuing Operations plus or minus the change in working capital, as defined as Accounts Receivable, Inventory, and Accounts Payable. |
Note: Achievement percentages between the threshold and target and between the target and stretch levels are linearly interpolated for each of the first and second half year results, and then those results are averaged together for the full-year payout levels. A reconciliation of the non-GAAP measures above is provided in Appendix A to this proxy statement.
Results of the 2023 Short-Term Incentive Plan
Based on the performance over both halves of the incentive period, our overall corporate achievement was 100.3% for 2023. As a result, the Company’s payouts under the 2023 Short-Term Incentive Plan were as follows:
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| | Financial |
| | | (Actual at 100.3 % of Target) |
Name | | | Target | | | Actual |
Stephen Kelley | | | $ 1,187,500 | | | $ 1,191,063 |
Paul Oldham | | | $ 455,175 | | | $ 456,541 |
Eduardo Bernal Acebedo | | | $ 417,748 | | | $ 419,001 |
Elizabeth Vonne | | | $ 307,500 | | | $ 308,423 |
John Donaghey | | | $ 391,000 | | | $ 392,173 |
The 2023 STI Plan included a discretionary individual performance-based modifier ranging from 0% to 150% of the amounts otherwise earned based on corporate performance by the named executive officers. The modifier had a cap in which no executive could achieve greater than 200% of the target incentive. For fiscal year 2023, the Compensation Committee chose not to modify the 2023 bonus of any executive officer based on individual performance.
2024 Short-Term Incentive Plan
The Compensation Committee, in consultation with Compensia, maintained the 2024 Short-Term Incentive Plan largely as designed in 2023, including the right to use a discretionary individual performance-based modifier ranging from 0% to 150% for the named executive officers, and continuation of the cap in which no executive can achieve greater than 200% of the target incentive. The Compensation Committee also approved weighting the potential 2024 STI earned over the two six-month performance periods proportional to the 2024 annual operating plan where 40% of the incentive potential is calculated in the first half and 60% of the incentive potential is calculated in the second half, consistent with the timing of projected earnings. Each half will be a stand-alone performance period.
Long-Term Incentive Plan Compensation
We use stock awards to motivate and reward our executive officers, including our named executive officers, for long-term corporate performance and to align their interests with those of our stockholders.
Consistent with market practice in companies of our size and in our industry, our long-term incentive program is comprised primarily of full-value equity vehicles, namely time-based and performance-based restricted stock units (“RSUs”). We award RSUs to provide a long-term, retentive element to the executive pay package. We also use performance-based RSUs (“performance stock units”) in the program to further enhance the alignment between pay and the long-term performance of our Company.
2023 Long-Term Incentive Plan
In fiscal year 2023, we granted our executives, including our named executive officers, a mix of performance-based and time-based RSU awards, on an equally weighted basis, under the 2023 LTI Plan. The annual equity awards granted to our named executive officers under the 2023 LTI Plan were determined by our Compensation Committee after reviewing data from a competitive market analysis prepared by Compensia. In addition, our
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compensation package but did not materially impact decisions regarding other elements of executive officer compensation.
All U.S. employees of the Company, including the named executive officers, are eligible to participate in the Company’s 401(k) savings plan and are eligible to receive matching contributions from the Company. This plan is considered a safe-harbor plan which matches 100% of the employee’s contributions on the first three percent (3%), then fifty percent (50%) of the next two percent (2%) of contributions. The Company’s 401(k) savings plan has immediate vesting of the Company’s matching contributions.
Our U.S.-based named executive officers were entitled to a preventative care medical benefit of an annual physical with a dollar value of up to $3,500 per calendar year. Mr. Bernal Acebedo is not eligible for this benefit because he is based outside of the U.S.
Deferred Compensation Plan
In 2021, the Company established a deferred compensation plan that commenced in 2022. The plan allows a group of management employees, including the named executive officers, to defer receiving a portion of their cash or equity-based compensation.
The Company will also credit to each participant’s account under the plan an amount equal to the employer matching contribution that would have been made for the participant under the Company’s 401(k) plan that could not be made under that plan due to limitations under the tax code. The Company also may make discretionary contributions to participants’ accounts in the plan.
Earnings and losses on amounts deferred under the plan will be determined on the basis of the participants’ deemed investments of their account balances into investment alternatives selected by participants from alternatives made available by the Compensation Committee from time to time, which may include commercially available investments or Company stock.
Generally, distributions under the plan will be paid in a cash lump sum or Advanced Energy common stock (aligned with their deemed investments) six months after the participant’s separation from service unless the participant has elected to receive annual installments over a period of up to ten years or the participant has begun receiving distributions as a result of an election to receive distributions on a specified date prior to separation from service. A participant also may elect to receive distributions on the participant’s death or disability.
Any and all company contributions to this plan for 2023 are disclosed in the “Summary Compensation Table for 2023” (the “Summary Compensation Table”) and the “Non-Qualified Deferred Compensation” sections below.
Tax and Accounting Implications
When determining the compensation packages of our named executive officers, the Compensation Committee considers all factors that may have an impact on our financial performance, such as accounting rules and tax regulations, including Section 162(m) of the Internal Revenue Code. Section 162(m) generally disallows a tax deduction to publicly traded corporations for compensation in excess of $1 million paid for any fiscal year to certain covered employees, generally including our named executive officers. The Compensation Committee believes that the tax deduction limitation should not compromise the Company’s ability to design and maintain executive compensation arrangements necessary to attract and retain strong executive talent. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes.
Response to the 2023 Advisory Vote on Executive Compensation
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the SEC’s rulemakings thereunder, we offered our stockholders an advisory vote on executive compensation as set forth more fully in our 2023 proxy statement. As reported on the Current Report on Form 8-K filed with the SEC on April 28, 2023,
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Change in Control and General Severance Agreements
The Company entered into certain executive change in control and general severance agreements (the “agreements”) in 2018 with Mr. Oldham, in 2021 with Mr. Kelley and in 2022 with Ms. Vonne and Mr. Donaghey. The agreements provide each of the executive officers with severance payments and certain benefits in the event of a termination without cause (as defined in the agreements) at any time (known as the “General Severance Benefits”), or a termination without cause or for good reason (as defined in the agreements) following an actual, or during a pending, change in control (known as “CIC Benefits”). The Company provides CIC Benefits in order to keep management focused on the Company’s stated corporate objectives irrespective of whether the achievement of such objectives makes the Company attractive for acquisition, and to avoid the distraction and loss of key management that could occur in connection with a rumored or actual change in corporate control. The Company decided to also provide General Severance Benefits in these agreements after determining that such benefits were commonly provided by the Company’s peers. The Compensation Committee approved the terms and conditions of the agreements based on consideration of marketplace benchmark data and the Company’s retention objectives.
Under these agreements, if the executive’s employment is terminated without cause (and not in connection with a change in control), then the General Severance Benefits provided to the executive are: (a) all then accrued compensation, (b) a lump sum payment equal to one times (1x) (or in the case of the Chief Executive Officer, one and a half times (1.5x)) the executive’s then current annual base salary, (c) continuation of insurance and other benefits for twelve (12) months following the date of termination, (d) an amount equal to the contributions that would have been made to the Company’s retirement plans on behalf of executive, if the executive had continued to be employed for twelve (12) months following the date of termination, and (e) reimbursement, up to $15,000, for outplacement services.
Under these agreements, in the event of an executive’s termination without cause or for good reason within 12 months following an actual, or during a pending, change in control, the CIC Benefits provided to the executive are: (a) all then accrued compensation and a pro-rata portion of executive’s target bonus for the year in which the termination is effected, (b) a lump sum payment equal one and a half times (1.5x) the executive’s then current annual base salary and target bonus for the year in which the termination is effected (or in the case of the Chief Executive Officer, two times (2x) the then current annual base salary and target bonus amount), (c) continuation of insurance and other benefits for 18 months following the date of termination, (d) an amount equal to the contributions that would have been made to the Company’s retirement plans on behalf of executive, if the executive had continued to be employed for twelve (12) months following the date of termination, (e) reimbursement, up to $15,000, for outplacement services, and (f) full vesting and right to exercise all stock options, equity grants and other equity awards (at maximum) then held by the executive so terminated.
The payment of the General Severance Benefits and CIC Benefits under these agreements are conditioned upon the executive’s execution of a release of claims against the Company.
Compensation Risk Assessment
In 2023, the Compensation Committee, with the assistance of our compensation consultant, Compensia, Inc., reviewed the formal risk assessment for all our incentive compensation programs that have material impact on our financial statements. In conducting such review, the Compensation Committee considered key information about each incentive compensation plan within our compensation program, including the number of participants, target annual awards, performance metrics, and design features. As a result of such review, the Compensation Committee determined that none of our incentive plans presents a material adverse risk to the financial statements of the Company.
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Conduct and Communications
Code of Ethical Conduct
Advanced Energy has adopted Integrity at our Core, Advanced Energy’s Code of Ethical Conduct updated in 2023, which applies to all employees, officers, contractors, and members of the Board of Directors. The Code of Ethical Conduct is available on our website at www.advancedenergy.com/en-us/about/environment-social-and-governance. Any waivers of, or amendments to, our Code of Ethical Conduct will be posted on our website.
Communications with Directors
The Board of Directors has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member, or all members, of the Board of Directors electronically or by mail. Electronic communications should be addressed to corporate.secretary@aei.com. Mail may be sent to any director or the Board of Directors in care of Advanced Energy’s corporate office at 1595 Wynkoop St., Suite 800, Denver, CO 80202. All such communications will be forwarded to the full Board of Directors or to any individual director to whom the communication is addressed unless the communication is clearly of a marketing or inappropriate nature.
Proposals of Stockholders
Stockholder Proposals for Inclusion in Next Year’s Proxy Statement
To be considered for inclusion in next year’s proxy statement, stockholder proposals submitted in accordance with Rule 14a-8 under the Exchange Act must be received at our principal executive offices no later than the close of business on , 2024. Proposals should be addressed to Corporate Secretary, Advanced Energy Industries, Inc., 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202.
Other Stockholder Proposals for Presentation at Next Year’s Annual Meeting
Our Second Amended and Restated By-Laws require that any stockholder proposal that is not submitted for inclusion in next year’s proxy statement under Rule 14a-8 under the Exchange Act but is instead sought to be presented directly at the 2025 annual meeting of stockholders (the “2025 Annual Meeting”), must be received at our principal executive offices not earlier than the 90th day and not later than the close of business on the 60th day prior to the anniversary of the date of the 2024 Annual Meeting. As a result, proposals, including director nominations, submitted pursuant to our Second Amended and Restated By-Laws must be received no earlier than January 26, 2025 and no later than the close of business on February 24, 2025; provided, however, that in the event that the 2025 Annual Meeting is called for a date that is not within 30 days before or after the date of the 2024 Annual Meeting, notice by stockholders in order to be timely must be delivered not earlier than the close of business on the 90th day prior to the date of the 2025 Annual Meeting and not later than the 60th day prior to the date of the 2025 Annual Meeting. In the alternative, if the first public announcement of the date of the 2025 Annual Meeting is less than 70 days prior to the date of such annual meeting, notice by stockholders must be delivered no later than the 10th day following the day on which public announcement of the date of the 2025 Annual Meeting is first made by the Company in order to be timely. Proposals should be addressed to Corporate Secretary, Advanced Energy Industries, Inc., 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. Stockholders are advised to review the Second Amended and Restated By-Laws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations. In addition to satisfying the
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foregoing requirements under our Second Amended and Restated By-Laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 24, 2025.
Form 10-K
The Annual Report on Form 10-K for the year ended December 31, 2023 is included in the 2023 Annual Report to Stockholders (the “2023 Annual Report”) accompanying this proxy statement. You can obtain an additional copy of the 2023 Annual Report on our website, www.advancedenergy.com, or by mailing a request to the Corporate Secretary of Advanced Energy at 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that our executive officers, directors, and certain persons who beneficially own more than 10% of our shares file with the SEC reports of ownership and changes in ownership of our shares and other equity securities.
To the Company’s knowledge, based solely on a review of the copies of Forms 3, 4 and 5 filed with the SEC and on written representations from certain reporting persons, we believe that during 2023, our directors, executive officers, and ten-percent stockholders complied with all applicable Section 16(a) filing requirements on a timely basis, except for (i) one Form 4 filed for Paul R. Oldham on July 5, 2023 to report a sale of shares pursuant to a Rule 10b5-1 trading plan on June 29, 2023, (ii) one Form 4 filed for Lanesha T. Minnix on December 14, 2023 to report a sale of shares pursuant to a Rule 10b5-1 trading plan on May 10, 2023, and (iii) one Form 4 filed for John Donaghey on January 19, 2024 to report the withholding of shares for tax liability on August 2, 2023 incident to vesting of restricted stock units.
General Meeting Matters
The board of directors of Advanced Energy is making this solicitation for proxies. By delivering the enclosed proxy card by any of the methods described on the card, you will appoint each of Stephen D. Kelley, Paul R Oldham, and Elizabeth K. Vonne as your agent and proxy to vote your shares of common stock at the meeting. In this proxy statement, “proxy holders” refers to Messrs. Kelley and Oldham and Ms. Vonne in their capacities as your agents and proxies.
Advanced Energy’s principal executive offices are located at 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202. The telephone number is 970-407-6626.
Record Date and Share Ownership
If you owned shares of Advanced Energy common stock in your name as of the close of business on March 5, 2024, you are entitled to vote on the proposals that are presented at the 2024 Annual Meeting. On that date, which is referred to as the “record date” for the meeting, shares of Advanced Energy common stock were issued and outstanding and were held by approximately stockholders of record, according to the records of Equiniti Trust Company LLC (previously known as American Stock Transfer & Trust Company), Advanced Energy’s transfer agent.
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Delivery and Revocability of Proxies
In addition to the ability of our record stockholders to vote in person at the Annual Meeting, you may vote your shares either by (i) marking the enclosed proxy card and mailing it in the enclosed postage prepaid envelope, (ii) voting online at www.proxypush.com/aeis, or (iii) voting by telephone at (866) 390-9955. If you mail your proxy, please allow sufficient time for it to be received in advance of the Annual Meeting.
If you deliver your proxy and change your mind before the Annual Meeting, you may revoke your proxy by delivering notice to our Corporate Secretary at Advanced Energy Industries, Inc., 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202, stating that you wish to revoke your proxy or by delivering another proxy with a later date. You may vote your shares by attending the Annual Meeting in person but, if you have delivered a proxy before the Annual Meeting, you must revoke it before the Annual Meeting begins. Attending the Annual Meeting will not automatically revoke your previously delivered proxy.
Delivery of Documents to Stockholders Sharing an Address
If two or more stockholders share an address, Advanced Energy may send a single copy of this proxy statement and other soliciting materials, as well as the 2023 Annual Report, to the shared address, unless Advanced Energy has received contrary instructions from one or more of the stockholders sharing the address. If a single copy has been sent to multiple stockholders at a shared address, Advanced Energy will deliver a separate proxy card for each stockholder entitled to vote. Additionally, Advanced Energy will send an additional copy of this proxy statement, other soliciting materials and the 2023 Annual Report, promptly upon oral or written request by any stockholder to Investor Relations, Advanced Energy Industries, Inc., 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202: telephone number 970- 407-6626. If any stockholders sharing an address receive multiple copies of this proxy statement, other soliciting materials, and the 2023 Annual Report and would prefer in the future to receive only one copy, such stockholders may make such request to Investor Relations at the same address or telephone number.
No Incorporation by Reference
As provided under SEC rules, the “Report of the Audit and Finance Committee” and the “Compensation Committee Report” contained in this proxy statement are not incorporated by reference into any of our other filings with the SEC, except to the extent we specifically incorporate either report by reference into a filing. In addition, this proxy statement includes several website addresses, which are intended to provide inactive, textual references for convenience only. The contents on the referenced websites are not part of or otherwise incorporated by reference into this proxy statement or any of our other filings with the SEC.
Special Note Regarding Forward-Looking Statements
This proxy statement contains, in addition to historical information, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Statements herein that are not historical information are forward-looking statements. For example, statements relating to Advanced Energy’s beliefs, expectations, and plans are forward-looking statements, as are statements that certain actions, conditions, events, or circumstances will continue. The inclusion of words such as “anticipate,” “expect,” “estimate,” “can,” “may,” “might,” “continue,” “enable,” “plan,” “intend,” “should,” “could,” “would,” “will,” “likely,” “potential,” “believe,” and similar expressions and the negative versions thereof indicate forward-looking statements; however, not all forward-looking statements may contain such words or expressions. Although Advanced Energy believes that the expectations reflected in or suggested by these forward-looking statements are reasonable, the Company may not achieve the results, performance, plans, or objectives expressed or implied by such forward-looking statements. Forward-looking statements involve risks and uncertainties, which are difficult to predict and many of which are beyond Advanced Energy’s control. Actual results could differ materially and adversely from those expressed in any forward-looking statements, and you are cautioned not to place undue reliance on forward-looking statements. Factors that could contribute
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Exhibit A
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ADVANCED ENERGY INDUSTRIES, INC.
ARTICLE I.
The name of this corporation is ADVANCED ENERGY INDUSTRIES, INC. (the “Corporation”).
ARTICLE II.
The address, including street number, city, and county, of the registered office of the cCorporation in the state of Delaware is Corporation Trust Center, 1209 Orange Street, city of Wilmington, 19801, County of New Castle; and the name of the registered agent of the cCorporation in the State of Delaware at such address is The Corporation Trust Company.
ARTICLE III.
The purpose of this cCorporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.
ARTICLE IV.
A. The This cCorporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of capital stock that which the cCorporation is authorized to issue is seventy-one million (71,000,000) shares. Seventy million (70,000,000) shares shall be Common Stock, par value $0.001 per share, and one million (1,000,000) shares shall be Preferred Stock, par value $0.001 per share.
B.The Preferred Stock may be issued from time to time in one or more series. The board of directors of the Corporation (the “Board of Directors”) is hereby authorized, by filing a certificate (a “Preferred Stock Designation”) pursuant to the Delaware General Corporation Law, to fix or alter from time to time the designation, powers, preferences, and rights of the shares of each such series and the qualifications, limitations, or restrictions of any wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any such series or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding, in case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.
ARTICLE V.
For the management of the business and for the conduct of the affairs of the cCorporation, and in further definition, limitation, and regulation of the powers of the cCorporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:
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A.
(1) The management of the business and the conduct of the affairs of the cCorporation shall be vested in its the Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted by the Board of Directors.
(2) Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders for a term of one year. Each director shall serve until his a successor is duly elected and qualified or until his such director’s earlier death, resignation, or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
(3) Subject to the rights of the holders of any series of Preferred Stock, any director may be removed with or without cause. Subject to any limitations imposed by law, the Board of Directors or any individual director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of voting stock of the cCorporation, entitled to vote at an election of directors (the “Voting Stock”).
(4) Subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal, or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified or until such director’s earlier death, resignation, or removal.
B.
(1) Subject to paragraph (h) of Section 43 of the BylawsBy-Laws, the BylawsBy-Laws may be amended, altered, changed, or repealed or amended or new BylawsBy-Laws adopted by the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the Voting Stock. The Board of Directors shall also have the power to adopt, amend, alter, change, or repeal BylawsBy-Laws.
(2) The directors of the cCorporation need not be elected by written ballot unless the BylawsBy-Laws so provide.
(3) Special meetings of the stockholders of the cCorporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), or (iv) the written request of stockholders satisfying the procedural and stock ownership requirements set forth in Section 5 of the By-Laws, and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.
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Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | | | | | | | | | | | | Investment Based On: | | | | | | | | | | | Summary | | | | | Average
Summary | | Average | | | | | Peer Group | | | | | | | | Summary | | | | Compensation | | Compensation | | Compensation | | Compensation | | Total | | Total | | Net | | | | Compensation | | Compensation | | Table Total | | Actually Paid | | Table Total for | | Actually Paid to | | Shareholder | | Shareholder | | Income | | Revenue | Fiscal | Table Total | | Actually Paid | | for PEO 2 | | to PEO 2 | | non-PEO NEOs | | non-PEO NEOs | | Return | | Return | | ($M) | | ($M) | Year | for PEO 1 | | to PEO 1 | | (1) | | (2) | | (3) | | (4) | | (5) | | (6) | | (7) | | (8) | (a) | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | | (k) | 2023 | $ | — | | $ | — | | $ | 8,296,122 | | $ | 11,221,436 | | $ | 2,249,445 | | $ | 2,881,406 | | $ | 155 | | $ | 150 | | $ | 128 | | $ | 1,656 | 2022 | $ | — | | $ | — | | $ | 7,484,931 | | $ | 7,436,630 | | $ | 2,199,394 | | $ | 2,145,925 | | $ | 122 | | $ | 120 | | $ | 200 | | $ | 1,845 | 2021 | $ | 1,165,045 | | $ | 834,768 | | $ | 6,506,021 | | $ | 5,147,912 | | $ | 1,663,213 | | $ | 1,170,255 | | $ | 128 | | $ | 147 | | $ | 135 | | $ | 1,456 | 2020 | $ | 5,794,389 | | $ | 8,170,019 | | $ | — | | $ | — | | $ | 1,874,680 | | $ | 2,138,605 | | $ | 136 | | $ | 119 | | $ | 135 | | $ | 1,416 |
*PEO 1Yuval Wasserman *PEO 2Steve Kelley (1) The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Kelley (our President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year. (2) The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Kelley, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kelley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kelley’s total compensation for 2023 to determine the compensation actually paid: | | | | | | | | | | | | | Reported | | | | | | | | | | | Summary | | | | | | | | | | | Compensation | | Reported Value of | | Equity | | Compensation | | Table Total for | | Equity | | Award | | Actually Paid to | Year | PEO 2 | | Awards(a) | | Adjustments(b) | | PEO 2 | 2023 | $ | 8,296,122 | | $ | (6,140,792) | | $ | 9,066,106 | | $ | 11,221,436 |
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the total equity award adjustments for 2023 are as follows: |
| | | | | | | | | | | | | | | | | | | | Year over Year | | | | | | | | | | | Change in Fair | | | | | | | | Year over Year | | Value of Equity | | | | | | | | Change in Fair Value | | Awards Granted | | | | | | Year End | | of Outstanding | | in Prior Years | | Total Equity | | | Fair Value of | | and Unvested | | that Vested | | Award | Year | | Equity Awards | | Equity Awards | | in the Year | | Adjustments | 2023 | | $ | 6,295,670 | | $ | 2,605,025 | | $ | 165,411 | | $ | 9,066,106 |
(3) The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding Messrs. Wasserman and Kelley, as applicable) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Kelley) included for purposes of calculating the average amounts in 2023 are as follows: Paul Oldham, Eduardo Bernal Acebedo, Elizabeth Vonne, and John Donaghey. (4) The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Wasserman and Kelley, as applicable), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Wasserman and Kelley) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Kelley) for 2023 to determine the compensation actually paid, using the same methodology described above in footnote 1: | | | | | | | | | | | | | | | Average | | | | | | | | | | | | Reported Summary | | | | | | | Average | | | Compensation | | Average | | Average Equity | | Compensation | | | Table Total for | | Reported Value of | | Award | | Actually Paid to | Year | | Non-PEO NEOs | | Equity Awards | | Adjustments(a) | | Non-PEO NEOs | 2023 | | $ | 2,249,445 | | $ | (1,326,293) | | $ | 1,958,253 | | $ | 2,881,406 |
| (a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
| | | | | | | | | | | | | | | | | | | | | | | Year over Year | | | Average Fair Value | | | | | | | | | Year over Year | | Average Change | | | at the End of | | | | | | | | Average Change | | in Fair Value | | | the Prior Year of | | | | | | Average | | in Fair Value | | of Equity Awards | | | Equity Awards that | | | | | | Year End | | of Outstanding | | Granted in | | | Failed to Meet | | Total Average | | | Fair Value of | | and Unvested | | Prior Years that | | | Vesting Conditions | | Equity Award | Year | | Equity Awards | | Equity Awards | | Vested in the Year | | | in the Year | | Adjustments | 2023 | | $ | 1,359,744 | | $ | 406,980 | | $ | 191,530 | | $ | - | | $ | 1,958,253 |
(5) Cumulative TSR is calculated by dividing the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Dow Jones US Electrical Computer & Equipment. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8) The dollar amounts reported represent the amount of revenue reflected in the Company’s audited financial statements for the applicable year. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.
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| Company Selected Measure Name |
Revenue
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| Named Executive Officers, Footnote |
(3) The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding Messrs. Wasserman and Kelley, as applicable) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Kelley) included for purposes of calculating the average amounts in 2023 are as follows: Paul Oldham, Eduardo Bernal Acebedo, Elizabeth Vonne, and John Donaghey.
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| Peer Group Issuers, Footnote |
(6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Dow Jones US Electrical Computer & Equipment.
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| Adjustment To PEO Compensation, Footnote |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | | | | | | | | | | | | Investment Based On: | | | | | | | | | | | Summary | | | | | Average
Summary | | Average | | | | | Peer Group | | | | | | | | Summary | | | | Compensation | | Compensation | | Compensation | | Compensation | | Total | | Total | | Net | | | | Compensation | | Compensation | | Table Total | | Actually Paid | | Table Total for | | Actually Paid to | | Shareholder | | Shareholder | | Income | | Revenue | Fiscal | Table Total | | Actually Paid | | for PEO 2 | | to PEO 2 | | non-PEO NEOs | | non-PEO NEOs | | Return | | Return | | ($M) | | ($M) | Year | for PEO 1 | | to PEO 1 | | (1) | | (2) | | (3) | | (4) | | (5) | | (6) | | (7) | | (8) | (a) | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | | (k) | 2023 | $ | — | | $ | — | | $ | 8,296,122 | | $ | 11,221,436 | | $ | 2,249,445 | | $ | 2,881,406 | | $ | 155 | | $ | 150 | | $ | 128 | | $ | 1,656 | 2022 | $ | — | | $ | — | | $ | 7,484,931 | | $ | 7,436,630 | | $ | 2,199,394 | | $ | 2,145,925 | | $ | 122 | | $ | 120 | | $ | 200 | | $ | 1,845 | 2021 | $ | 1,165,045 | | $ | 834,768 | | $ | 6,506,021 | | $ | 5,147,912 | | $ | 1,663,213 | | $ | 1,170,255 | | $ | 128 | | $ | 147 | | $ | 135 | | $ | 1,456 | 2020 | $ | 5,794,389 | | $ | 8,170,019 | | $ | — | | $ | — | | $ | 1,874,680 | | $ | 2,138,605 | | $ | 136 | | $ | 119 | | $ | 135 | | $ | 1,416 |
*PEO 1Yuval Wasserman *PEO 2Steve Kelley (1) The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Kelley (our President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year. (2) The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Kelley, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kelley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kelley’s total compensation for 2023 to determine the compensation actually paid: | | | | | | | | | | | | | Reported | | | | | | | | | | | Summary | | | | | | | | | | | Compensation | | Reported Value of | | Equity | | Compensation | | Table Total for | | Equity | | Award | | Actually Paid to | Year | PEO 2 | | Awards(a) | | Adjustments(b) | | PEO 2 | 2023 | $ | 8,296,122 | | $ | (6,140,792) | | $ | 9,066,106 | | $ | 11,221,436 |
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the total equity award adjustments for 2023 are as follows: |
| | | | | | | | | | | | | | | | | | | | Year over Year | | | | | | | | | | | Change in Fair | | | | | | | | Year over Year | | Value of Equity | | | | | | | | Change in Fair Value | | Awards Granted | | | | | | Year End | | of Outstanding | | in Prior Years | | Total Equity | | | Fair Value of | | and Unvested | | that Vested | | Award | Year | | Equity Awards | | Equity Awards | | in the Year | | Adjustments | 2023 | | $ | 6,295,670 | | $ | 2,605,025 | | $ | 165,411 | | $ | 9,066,106 |
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| Non-PEO NEO Average Total Compensation Amount |
$ 2,249,445
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$ 2,199,394
|
$ 1,663,213
|
$ 1,874,680
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,881,406
|
2,145,925
|
1,170,255
|
2,138,605
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| Adjustment to Non-PEO NEO Compensation Footnote |
(4) The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Wasserman and Kelley, as applicable), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Wasserman and Kelley) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Kelley) for 2023 to determine the compensation actually paid, using the same methodology described above in footnote 1: | | | | | | | | | | | | | | | Average | | | | | | | | | | | | Reported Summary | | | | | | | Average | | | Compensation | | Average | | Average Equity | | Compensation | | | Table Total for | | Reported Value of | | Award | | Actually Paid to | Year | | Non-PEO NEOs | | Equity Awards | | Adjustments(a) | | Non-PEO NEOs | 2023 | | $ | 2,249,445 | | $ | (1,326,293) | | $ | 1,958,253 | | $ | 2,881,406 |
| (a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
| | | | | | | | | | | | | | | | | | | | | | | Year over Year | | | Average Fair Value | | | | | | | | | Year over Year | | Average Change | | | at the End of | | | | | | | | Average Change | | in Fair Value | | | the Prior Year of | | | | | | Average | | in Fair Value | | of Equity Awards | | | Equity Awards that | | | | | | Year End | | of Outstanding | | Granted in | | | Failed to Meet | | Total Average | | | Fair Value of | | and Unvested | | Prior Years that | | | Vesting Conditions | | Equity Award | Year | | Equity Awards | | Equity Awards | | Vested in the Year | | | in the Year | | Adjustments | 2023 | | $ | 1,359,744 | | $ | 406,980 | | $ | 191,530 | | $ | - | | $ | 1,958,253 |
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| Compensation Actually Paid vs. Total Shareholder Return |
Compensation Actually Paid and Cumulative TSR The following graph illustrate the relationship between the amount of compensation actually paid to Mr. Kelley, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley), the Company’s total stockholder return, and the total stockholder return of the Dow Jones Electrical Components & Equipment Index over the four years presented in the table. We believe the “Compensation Actually Paid” in each of the years reported above and over the four-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our 2023 STI program and 2023 LTI Plans. 
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| Compensation Actually Paid vs. Net Income |
Compensation Actually Paid and Net Income The following graph illustrate the relationship between the amount of compensation actually paid to Mr. Kelley, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley) and the Company’s net income over the four years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Non-GAAP Operating Income which the Company does use for setting goals in the Company’s short-term incentive compensation program. As described in more detail in the section “Compensation Discussion and Analysis,” the Company targets that approximately 18% of the value of total compensation awarded to the named executive officers consists of amounts determined under the Company short-term incentive compensation program. 
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| Compensation Actually Paid vs. Company Selected Measure |
Compensation Actually Paid and Revenue The following graph illustrates the relationship between the amount of compensation actually paid to Mr. Kelley, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley) and the Company’s revenue performance. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance. As described in more detail in the section “Compensation Discussion and Analysis,” the Company targets that approximately 18% of the value of total compensation awarded to the named executive officers consists of amounts determined under the Company short-term incentive compensation program and approximately 60% of the value of total compensation awarded to the named executive officers is to be comprised of equity awards, including restricted stock and stock options. 
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| Tabular List, Table |
Financial Performance Measures As described in greater detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s performance are as follows: | ● | Non-GAAP Operating Income |
| ● | Non-GAAP Gross Margin Percentage |
| ● | Relative Total Shareholder Return |
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| Total Shareholder Return Amount |
$ 155
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122
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128
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136
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| Peer Group Total Shareholder Return Amount |
150
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120
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147
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119
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| Net Income (Loss) |
$ 128,000,000
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$ 200,000,000
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$ 135,000,000
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$ 135,000,000
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| Company Selected Measure Amount |
1,656,000,000
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1,845,000,000
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1,456,000,000
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1,416,000,000
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| Additional 402(v) Disclosure |
Analysis of the Information Presented in the Pay Versus Performance Table As described in detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Revenue
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Non-GAAP Operating Income
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted Cash Flow
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| Measure:: 4 |
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| Pay vs Performance Disclosure |
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| Name |
Non-GAAP Gross Margin Percentage
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| Yuval Wasserman |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
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$ 1,165,045
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$ 5,794,389
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| PEO Actually Paid Compensation Amount |
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|
834,768
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$ 8,170,019
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| PEO Name |
Yuval Wasserman
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| Steve Kelley |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
$ 8,296,122
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$ 7,484,931
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6,506,021
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| PEO Actually Paid Compensation Amount |
$ 11,221,436
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$ 7,436,630
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$ 5,147,912
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| PEO Name |
Steve Kelley
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| PEO | Steve Kelley | Reported Value of Equity Awards |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ (6,140,792)
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| PEO | Steve Kelley | Equity Awards Adjustments |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
9,066,106
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| PEO | Steve Kelley | Year End Fair Value of Equity Awards |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
6,295,670
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| PEO | Steve Kelley | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
2,605,025
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| PEO | Steve Kelley | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
165,411
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| Non-PEO NEO | Reported Value of Equity Awards |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(1,326,293)
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| Non-PEO NEO | Equity Awards Adjustments |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,958,253
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| Non-PEO NEO | Year End Fair Value of Equity Awards |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,359,744
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| Non-PEO NEO | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
406,980
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| Non-PEO NEO | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 191,530
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