Not independent
Tenure on this board
9.8 yrs
Also a director at
Cxapp Inc (CXAI)
4 nominees · 4 ballot items.
Four proposals: (1) election of four directors; (2) advisory (non-binding) approval of named executive officer compensation; (3) ratification of Ernst & Young Han Young as independent auditor for 2026; and (4) approval of the Amended and Restated 2020 Equity and Incentive Compensation Plan to add 3,000,000 shares to the plan reserve.
Elect four director nominees — Camillo Martino, Gilbert Nathan, Cristiano Amoruso and Kyo-Hwa (Liz) Chung — each to serve until the 2027 annual meeting and until their successors are elected and qualified.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory (non-binding) say-on-pay proposal asks stockholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy materials, encompassing the Compensation Discussion and Analysis, the Summary Compensation Table and related tables and narrative. Management seeks this advisory approval to validate its pay-for-performance approach, which emphasizes performance-based equity (PSUs and Stock Price PSUs) and variable cash incentives tied to short-term financial targets. The Company’s 2025 program included Financial PSUs tied to revenue, gross profit margin and Adjusted EBITDA and Stock Price PSUs with a challenging $14.14 VWAP threshold for full payout; the Compensation Committee certified that the 2025 Financial PSUs vested at 0% due to underperformance, illustrating downside discipline. The proxy highlights recent executive pay decisions (salary reductions for certain executives, zero cash bonus payout for 2025) and the Compensation Committee’s use of an independent consultant, which management cites as evidence of rigor and alignment with shareholder interests. Company-specific context includes the departure of the former CEO in August 2025, severance and separation arrangements for departing executives, and prior advisory support (77.4% approval at the 2025 meeting), which the Board considered in maintaining the current framework. Management’s stated rationale is that the program attracts and retains talent in a competitive semiconductor labor market while aligning long-term officer incentives with stockholder value creation. For sophisticated evaluation, note that while incentives are structured to be performance-contingent, recent forfeitures of PSUs and negative TSR in the 2023-2025 period demonstrate that realized pay has been materially reduced by poor operating and market performance; the advisory vote thus functions principally as a governance signal, not a binding change to compensation design. The Board recommends a FOR vote and will consider stockholder feedback in future compensation decisions, particularly after appointment of a permanent CEO.
Ratify the Board’s selection of Ernst & Young Han Young as the Company’s independent registered public accounting firm for fiscal year 2026.
Approve the Amended and Restated 2020 Equity and Incentive Compensation Plan to increase the share reserve by 3,000,000 shares (bringing aggregate available shares to 5,304,168 subject to adjustment).
This management proposal requests stockholder approval to amend and restate the Company’s 2020 Equity and Incentive Compensation Plan to add 3,000,000 shares to the plan reserve, increasing the aggregate available shares to 5,304,168 subject to adjustment. Management frames the request as necessary to attract, retain and incentivize employees and non-employee directors in a competitive semiconductor labor market and expects the additional shares to meet equity needs for roughly two to three years based on historical grant-rate assumptions. The filing discloses transparent governance protections: no evergreen provision, a $650,000 per-director annual limit, standard anti-repricing language requiring stockholder approval, limited share-recycling rules and a non-liberal change-in-control definition, which are features proxy advisors typically review. The company quantifies dilution: the new 3,000,000 shares represent approximately 8.28% simple dilution relative to outstanding shares as of April 21, 2026, and total overhang under the Amended Plan would be ~19.69%; the filing also cites a three-year average burn rate of 4.9% (2023–2025). For analysts, key tensions are the trade-off between the operational need to pay competitively in equity and the near-term dilution to existing shareholders; the absence of fungible share-counting mechanics and the explicit exclusions from share-recycling (for withheld shares, tax withholding, and certain SAR settlements) modestly limit dilution control. The Compensation Committee’s use of an independent consultant and benchmarking vs. a peer group is noted, but investors should monitor grant practices (size, recipients, performance-vested vs. time-based mix) and whether future grants materially change overhang metrics. Overall, the Board recommends FOR, arguing that without additional shares the company may need to increase cash compensation (less aligned with shareholder interests) or be disadvantaged in hiring, while opponents or cautious investors may view the incremental share request as sizable and will weigh governance protections and historical burn rates in deciding how to vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | OAKTREE CAPITAL MANAGEMENT LPActivist | 7.82% | 2,849,858 | $8M |
| 2 | FourWorld Capital Management LLC | 4.55% | 1,657,701 | $5M |
| 3 | AMERIPRISE FINANCIAL INC | 4.35% | 1,583,589 | $4M |
| 4 | IMMERSION CORP | 3.80% | 1,383,402 | $4M |
| 5 | Clearline Capital LP | 3.06% | 1,114,590 | $3M |
| 6 | MARSHALL WACE, LLP | 2.36% | 860,039 | $2M |
| 7 | FIRST WILSHIRE SECURITIES MANAGEMENT INC | 2.04% | 743,953 | $2M |
| 8 | Cygnus Capital Advisors, LLC | 2.01% | 733,954 | $2M |
| 9 | MORGAN STANLEY | 1.94% | 707,144 | $2M |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 1.77% | 646,684 | $2M |
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