Board Justification

The core of our executive compensation philosophy is to pay for performance.

Board Justification

The performance-based cash incentives for our named executive officers under our Employee Incentive Plan are based on adjusted operating income results. For fiscal year 2024, based on annual adjusted operating income that was significantly higher than target, the 2024 full-year achievement under the Employee Incentive Plan was also above the target level by 28% (or 128% of target), which aligns with the Company’s pay-for-performance philosophy.

Board Justification

The amounts in this column represent matching contributions under our 401(k) Plan and healthcare related benefits.

Board Justification

Our performance-based RSUs granted in fiscal year 2021 had a three-year performance period that ended June 30, 2024. The grant performance was determined based on the TSR percentile rank among the S&P Semiconductor Index of Total Shareholder Return (TSR) at the end of the performance period. Performance is determined on a straight line ratio along the following points: 200% of target (maximum) at 75% or greater percentile rank, 100% of target at 50% TSR percentile rank, 50% of target at 25% TSR percentile rank, and 0% payout below 25% TSR percentile rank.