Independent
Tenure on this board
3.4 yrs
Also a director at
Advanced Energy Industries Inc (AEIS)
7 nominees · 3 ballot items.
Elect seven directors; approve, on a non-binding advisory basis, the compensation of the named executive officers; and ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.
Elect the Board’s seven nominees (Stephen D. Kelley; Susan D. Lynch; David B. Miller; Michael P. Plisinski; Stephen S. Schwartz; Christopher A. Seams; May Su) to serve until the next annual meeting and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s executive compensation disclosures and overall pay program for the named executive officers as presented in the proxy statement. Management seeks this vote to obtain stockholder feedback and validate its compensation philosophy, which emphasizes pay-for-performance, competitive total compensation (base salary, annual cash incentive tied to revenue and non-GAAP operating income, and long-term equity awards), and retention of key executives. The Company’s compensation program incorporates performance-based stock units measured by total shareholder return relative to the Philadelphia Semiconductor Index and time‑based RSUs, as well as annual cash incentives with corporate and individual goals, thereby linking pay to both short‑term operational targets and multi‑year shareholder outcomes. The Board recommends a vote FOR, arguing the program aligns executives’ interests with stockholders, uses independent advisor input, and contains governance safeguards (independent Compensation Committee, clawback policy, stock ownership guidelines, prohibitions on hedging and pledging, and grant date policies). The proposal is advisory and non-binding, so while it will not change contractual arrangements directly, the Board and Compensation Committee state they will consider the outcome when setting future compensation. The Company reports prior strong stockholder support (96.4% approval in 2025) and highlights the compensation committee’s assessment that current practices are appropriate given performance and market benchmarks. Key analytical considerations for investors include the structure of metrics (revenue and non‑GAAP operating income thresholds, and TSR peer-relative PSUs), the balance of time‑based versus performance‑based equity, potential change‑in‑control and severance arrangements that could affect pay outcomes, and whether the disclosed pay outcomes align with realized company performance over relevant periods. A sophisticated evaluation should weigh the ability of the metrics to drive long‑term value, the committee’s use of discretion and peer group selection, and the alignment provided by stock ownership guidelines and clawback provisions.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.9% | 2,929,070 | $601M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 2,743,019 | $563M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,222,852 | $456M |
| 4 | BlackRock, Inc. | 3.1% | 1,529,968 | $314M |
| 5 | STATE STREET CORP | 3.0% | 1,499,684 | $308M |
| 6 | Point72 Asset Management, L.P.Activist | 2.4% | 1,203,658 | $247M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 1,023,354 | $210M |
| 8 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 1.9% | 964,213 | $198M |
| 9 | D. E. Shaw Co., Inc.Activist | 1.3% | 664,148 | $136M |
| 10 | FMR LLC | 1.3% | 662,460 | $136M |
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