Formfactor Inc PRE 14A, filed Mar 30, 2022

Formfactor Inc (FORM)

PRE 14A 2022-03-30 For: 2022-05-27

View Original

Added on October 15, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

When:	May 27, 2022 at 3:00 p.m., Pacific Daylight Time
Where:	The Annual Meeting will be a virtual meeting of stockholders, which will be conducted online via live webcast. Stockholders of record will be able to attend the Annual Meeting, submit questions, view the stockholder list, and vote online during the meeting by visiting www.virtualshareholdermeeting.com/FORM2022 and using the 16-digit control number included on their proxy card or Notice of Internet Availability. Beneficial owners should review the Proxy Statement as well as their voting instruction form or Notice of Internet Availability of Proxy Materials for how to vote in advance of and participate in the Annual Meeting. We believe a virtual meeting will enable expanded access and increased stockholder attendance and participation in light of the continuing public health concerns relating to COVID-19.
Items of Business:	1.	Election of the three directors named in the Proxy Statement;
	2.	Approval of an amendment to our Certificate of Incorporation to declassify our Board of Directors and provide for the annual election of all directors;
	3.	Advisory approval of the company’s executive compensation;
	4.	Advisory vote on the frequency of stockholder advisory votes on the company’s executive compensation;
	5.	Approval of an amendment and restatement of the company’s 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the 2012 Equity Incentive Plan by 4,000,000 shares and to extend the term of the 2012 Equity Incentive Plan to 2032;
	6.	Ratification of the selection of KPMG LLP as FormFactor, Inc.’s independent registered public accounting firm for fiscal year 2022; and
	7.	Action upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Who Can Vote:	Holders of FormFactor, Inc. Common Stock at the close of business on March 29, 2022. Your vote is important.
Record Date:	The record date for determining those stockholders of our company who will be entitled to notice of, and to vote at, the Annual Meeting, and at any adjournment or postponement thereof, is March 29, 2022.

			Page
SUMMARY OF PROPOSALS			1

GENERAL INFORMATION			3

CORPORATE GOVERNANCE			10
Proposal No. 1 Election of Directors			10
Board of Directors			10
Board Leadership Structure			16
Annual Evaluation of CEO and Succession Planning			17
Board Assessment and Director Evaluation			17
Board’s Role in Risk Oversight			18
Corporate Governance Highlights			20
Corporate Governance Guidelines			20
Director Education			21
Stock Ownership Guidelines			21
Independence of Directors			22
Board Meetings			22
Committees of the Board of Directors			23
Director Compensation			25
Compensation Committee Interlocks and Insider Participation			27
Consideration of Director Nominees			28
Corporate Codes and Policies			28
Stockholder Communications with Our Board			28
Board Attendance at Annual Meetings			29
Stockholder Engagement			29
Corporate Social Responsibility			30
Proposal No. 2 Amendment to Our Certificate of Incorporation to Declassify Our Board of Directors			31

COMPENSATION MATTERS			34
Proposal No. 3 Advisory Approval of the Company’s Executive Compensation			34
Compensation Discussion and Analysis			36
Compensation Governance Practices			36
Compensation Framework			38
Peer Group			39
Compensation Decisions			40
Compensation Components			40
Stock Ownership Guidelines			44
Clawback Policy			44
Change of Control and Severance Benefits			44
Other Benefits and Perquisites			44
Tax Considerations			45
Equity Compensation Plans			45
Report of the Compensation Committee			46
Executive Compensation and Related Information			47
Executive Officers			47

			Page
Summary Compensation			47
Grants of Plan-Based Awards in Fiscal Year 2021			48
Outstanding Equity Awards at Fiscal Year Ended December 25, 2021			49
Option Exercises and Stock Vested at Fiscal Year Ended December 25, 2021			50
Change of Control, Severance, Separation and Indemnification Agreements			50
CEO Pay Ratio			53
Proposal No. 4 Advisory Vote on Frequency of an Advisory Vote on Executive Compensation			54
Proposal No. 5 Approval of an Amendment and Restatement of the Company’s 2012 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Under the 2012 Equity Incentive Plan by 4,000,000 Shares and to Extend the Term of the 2012 Equity Incentive Plan to 2032			55
Summary of Proposed Changes			55
About Our Request for Additional Shares			55
Plan Description			57

AUDIT MATTERS			61
Proposal No. 6 Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2022			61
Principal Auditor Fees and Services			61
Pre-Approval of Audit and Non-Audit Services of Auditor			62
Report of the Audit Committee			63

ADDITIONAL INFORMATION			64
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			64
Beneficial Ownership of Our Securities			64
Certain Relationships and Related Person Transactions			66
Proposals for the 2023 Annual Meeting of Stockholders			67
Other Business			68
Appendix A Proposed Amendments to Certificate of Incorporation to Declassify the Board of Directors			A-2
Appendix B FormFactor, Inc. Amended and Restated 2012 Equity Incentive Plan			B-1

PROPOSAL	DESCRIPTION	BOARD RECOMMENDATION
Proposal No. 1: Election of Directors (page 10)	We are asking our stockholders to elect three directors. We recommend that you review “Proposal No. 1 – Election of Directors” in this Proxy Statement for additional details, including the impact of Proposal No. 2 on the nominees’ terms of service.	✔ FOR each nominee
Proposal No. 2: Approval of an amendment to our Certificate of Incorporation to declassify our Board of Directors (page 31)	We are asking our stockholders to approve an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to phase out the classification of our Board and provide for the annual election of all directors at the 2024 Annual Meeting.	✔ FOR
Proposal No. 3: Advisory approval of the company’s executive compensation (page 34)	We are asking our stockholders to cast a non-binding advisory vote regarding the compensation of our named executive officers. We recommend that you review the “Compensation Discussion and Analysis” section in this Proxy Statement for additional details on FormFactor’s executive compensation.	✔ FOR
Proposal No. 4: Advisory vote on the frequency of stockholder advisory votes on the company’s executive compensation (page 54)	We are asking our stockholders to vote on how frequently we seek an advisory vote on the compensation of our named executive officers.	✔ EVERY 1 YEAR

PROPOSAL	DESCRIPTION	BOARD RECOMMENDATION
Proposal No. 5: Approval of an amendment and restatement of the company’s 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the 2012 Equity Incentive Plan by 4,000,000 shares and to extend the term of the 2012 Equity Incentive Plan to 2032 (page 55)	We are asking our stockholders to approve an increase of 4,000,000 shares of common stock to be authorized for issuance under the 2012 Equity Incentive Plan and to extend the term of the 2012 Equity Incentive Plan to 2032.	✔ FOR
Proposal No. 6: Ratification of the selection of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2022 (page 61)	We are asking our stockholders to ratify our Audit Committee’s selection of KPMG LLP as our independent registered public accounting firm.	✔ FOR

	INTERNET AVAILABILITY
	We are taking advantage of the Securities and Exchange Commission (the “SEC”) rules that allow companies to furnish proxy materials to their stockholders through the Internet. This Proxy Statement and our 2021 Annual Report on Form 10-K are available at http://proxyvote.com. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. On or about April [•], 2022, we mailed to stockholders as of the record date a Notice of Internet Availability of Proxy Materials (the “Notice”). If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice instructs you on how to access and review all the important information contained in this Proxy Statement and in our 2021 Annual Report on Form 10-K (which we posted on the Internet on the same date), as well as how to submit your proxy over the Internet. If you received the Notice and would still like to receive a printed copy of our proxy materials, you may request a printed copy of the proxy materials by following the instructions on the Notice. We will also provide, without charge, a copy of the 2021 Annual Report on Form 10-K, including the financial statements and the financial statement schedules, to any stockholder who submits a written request to us at our principal executive offices at FormFactor, Inc., Attn: Corporate Secretary, 7005 Southfront Road, Livermore, CA 94551.

	CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
	Certain statements contained in this Proxy Statement and accompanying materials constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the company’s expectations or objectives regarding future financial and operational results, the company’s successful development and execution of strategic and operational plans and growth objectives, and the company’s achievement and execution of its corporate social responsibility objectives and standards, and other statements regarding the company’s business. Forward-looking statements also include statements regarding the company’s management, compensation or governance practices or policies that may indicate an intent or expectation to continue such practices in the future. Forward-looking statements may contain words such as “may,” “might,” “will,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” and “continue,” the negative or plural of these words and similar expressions, and include the assumptions that underlie such statements. Where forward-looking statements are expressions of an intent or expectation to continue any management or governance practices, such continuation is subject to future change or cessation except as may be otherwise required by law. The forward-looking statements included in this Proxy Statement and accompanying materials are based on our current beliefs and expectations and speak only as of the date hereof. Statements regarding our corporate social responsibility efforts may also be based on standards for measuring progress that are still developing, internal controls that are evolving, and on assumptions that are subject to change in the future; in the context of this disclosure, they also may not be considered material for SEC reporting purposes. These statements are also aspirational and are not guarantees or indicators of future actions, targets, or results. Important assumptions and other factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those risks, uncertainties and factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 25, 2021 and in our other filings with the SEC. We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the date of this Proxy Statement to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Board Diversity Matrix (as of April [•], 2022)
Total Number of Directors	8
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3	5	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	1	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	5	—	—
Two or More Races or Ethnicities	—	1	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

	Leadership and Senior Management Directors who have served in senior leadership roles understand strategy and risk management and have the experience and perspective to evaluate and oversee the execution of operational and policy issues.			International Business Operations Experience in a variety of geographic, political, economic, and cultural environments outside of the U.S. is important in understanding and overseeing our global business and strategies.
	Board Practices of Public Companies Depth of experience in public companies and boards provides insight on existing and emerging trends and issues important to maintaining excellent board performance.			Financial and Risk Management Directors with an outstanding background in complex financial and accounting matters supports effective capital management, and oversight of financial reporting and internal controls.
	Sales & Marketing Expertise in sales and marketing, with knowledge of customer relationships and demands, enables Board-level guidance to oversee and enable important customer-related strategies and market dynamics.			Information Technology & Cybersecurity Extensive skill in information systems and network security is important to assessing and guiding our continuous investments in information technologies and infrastructure.
	Manufacturing Operations Knowledge of the unique challenges presented in developing and operating manufacturing technologies and volume production capabilities with precision and efficiency is highly valued in the oversight of our operations and strategies.			Human Capital Management Managing talent is key to supporting our continued success, and directors with human resources and human capital management expertise also bring important guidance to our talent acquisition and succession planning.
	Engineering & Product Development Directors with experience in engineering and developing new products and technologies provide critical perspectives for the oversight of our R&D projects and investments to address rapidly changing customer technology requirements.			Mergers & Acquisitions (“M&A”) Directors with experience in providing timely and objective financial and commercial analyses of prospective mergers and acquisitions provide significant advantages, including in the structuring of transactions and the integration of businesses.

The Governance and Nominating Committee reviews the prior year’s process of Board assessment and director evaluation for Board feedback, including in relation to current trends and best practices. This involves review of directors’ responses to a written questionnaire designed to solicit feedback on a range of issues, including among other topics:
	•	Meetings (mechanics, clarity, processes)
	•	Membership (efficiency, skills, fit, composition, orientation)
	•	Structure (committees, reports, leadership)
	•	Compensation (adequacy, alignment, risks)
	•	Culture and Ethics (confidentiality, collegiality, candor)
	•	Roles and Responsibilities (strategies, financial, operational, budgetary, risk oversight, governance, M&A, succession)
	•	Relationship with Management (supportive, challenging, constructive)
The Governance and Nominating Committee adjusts the substance and process as appropriate to take into account all feedback received for any additions or changes to the prior year’s Board assessment process or questionnaire and implements the questionnaire process with each member of the Board.
The results of the written questionnaires are compiled to be made anonymous by the Corporate Secretary and summaries are provided for review by the full Board.

	The summary of the Board assessment questionnaire responses and related topics and observations are discussed at the following meeting of the Governance and Nominating Committee with all members of the Board present, including suggestions for updating policies and Board practices in accordance with the results of the assessment.
	Taking into account the results of the Board assessment, each committee of the Board conducts an annual evaluation of its charter and performance under its charter.

Each director submits to the Chairperson a written summary of their performance, including within four attributes:
	•	Functional Expertise (remaining current and well-informed in relevant areas of committee and Board responsibilities)
	•	Engagement (investing time in addition to Board proceedings to be knowledgeable about the company, including its financial performance, organization, products, markets, customers, and competitors)
	•	Communication (contributing critically and constructively during meetings and in writing to the Board and management)
	•	Enthusiasm (demonstrating strong interest in continuing to serve as a director of the company)
The Chairperson completes a one-on-one feedback session with each director regarding their summary of performance and other observations.
The Chairperson presents an aggregated summary of the director evaluations and provides any resulting recommendations to the full Board.

Audit Committee
Members	Primary Oversight Responsibilities
Raymond A. Link, Chairperson Lothar Maier Sheri Rhodes	•	Selection, compensation, and evaluation and termination of our independent registered public accounting firm
	•	Represents and assists the Board in fulfilling its responsibility to oversee the:
		• quality and integrity of our financial statements
		• adequacy and effectiveness of our internal controls over financial reporting and disclosure controls and procedures
		• nature of any identified deficiencies and the implementation of corrective actions in relation to our internal controls over financial reporting
		• financial and accounting policies, judgments, decisions, and risks relating to significant transactions and structures
		• compliance with laws and regulations affecting the company’s financial condition or financial reporting
		• results of the independent auditors’ audits of the company’s annual financial statements and interim reviews

Our Board has determined that each member of the Audit Committee is independent under the rules of the SEC and the Nasdaq Stock Market for purposes of determining independence of directors generally and of directors who serve on the audit committee of a company listed on the Nasdaq Stock Market, and is able to read and understand financial statements as contemplated by such rules. Our Board has also determined that Raymond A. Link is an audit committee financial expert under the rules of the SEC, and that each member of the Audit Committee is financially sophisticated under the rules of the Nasdaq Stock Market. The Audit Committee met 4 times during fiscal year 2021.

Compensation Committee
Members	Primary Oversight Responsibilities
Kelley Steven-Waiss, Chairperson Rebeca Obregon-Jimenez Jorge Titinger	•	Represents and assists the Board in fulfilling its responsibility to oversee the:
		• company’s compensation programs, including equity, cash bonus and benefit plans, policies, and programs
		• compensation of our non-employee directors
		• risks involved in our compensation policies and practices
		• goals and objectives relevant to the compensation of the company’s officers, including the Chief Executive Officer
		• compensation of our executive officers and operation of our executive compensation programs
		• administration of equity plans, approval of grants and plan amendments
		• risks related to the company’s human capital management
	For more information about the role of our Compensation Committee, see the “Compensation Discussion and Analysis” below.
Our Board of Directors has determined that each member of the Compensation Committee is independent within the meaning of the rules of the SEC and the Nasdaq Stock Market for purposes of determining independence of directors generally and of directors who serve on the compensation committee of a company listed on the Nasdaq Stock Market; is an “outside” director as defined by Section 162(m) of the Internal Revenue Code of 1986, as amended; and is a “non-employee” director as defined by Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended. The Compensation Committee met 4 times during fiscal year 2021.

Governance and Nominating Committee
Members	Primary Oversight Responsibilities
Lothar Maier, Chairperson Raymond A. Link Kelley Steven-Waiss	•	Represents and assists the Board in fulfilling its responsibility to oversee the:
		• composition, structure, and evaluation of the Board and its committee, including identification and recommendation of qualified candidates for election to the Board
		• company’s corporate governance practices and decisions
		• stockholder engagement and related processes
		• adequacy and administration of the company’s legal compliance programs, Code of Business Conduct, and other policies relating to compliance
		• company’s corporate social responsibility and environmental sustainability performance and the company’s reporting on these matters
		• review of risk oversight processes and allocation of risk oversight responsibilities among the Board and its committees
		• company’s programs for monitoring and managing cybersecurity risk
		• director independence and related party transactions
Our Board of Directors has determined that each member of the Governance and Nominating Committee is independent within the meaning of the rules of the Nasdaq Stock Market. The Governance and Nominating Committee met 4 times during fiscal year 2021.

	Compensation Element			Fiscal Year 2021 Cash Compensation
	Director Annual Retainer			$45,000
	Chairperson Annual Retainer			$25,000 for Board Chairperson
				$22,000 for Audit Committee Chairperson
				$15,000 for Compensation Committee Chairperson
				$10,000 for all other committee chairpersons
	Committee Member Annual Retainer			$11,000 for Audit Committee member
				$7,500 for Compensation Committee member
				$5,000 for all other committee members

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)^(1)(2)(3)(4)	All Other Compensation	Total ($)
Raymond A. Link	72,000	128,170	—	200,170
Lothar Maier	66,000	128,170	—	194,170
Rebeca Obregon-Jimenez	52,500	128,170	—	180,670
Sheri Rhodes	56,000	128,170	—	184,170
Edward Rogas, Jr.⁽⁵⁾	30,000	—	24,110	54,110
Thomas St. Dennis	70,000	128,170	—	198,170
Kelley Steven-Waiss	60,261	128,170	—	188,431
Jorge Titinger⁽⁵⁾	16,010	145,515	—	161,525

Name	Stock Options Outstanding (#)	Restricted Stock Units Outstanding (#)
Raymond A. Link	—	3,792
Lothar Maier	—	3,792
Rebeca Obregon-Jimenez	—	3,792
Sheri Rhodes	—	3,792
Edward Rogas, Jr.	—	—
Thomas St. Dennis	—	3,792
Kelley Steven-Waiss	6,000	3,792
Jorge Titinger	—	4,309

	Sustainable Technology			Design products for a positive impact on society and the environment
				Our customers can use our test and measurement products to reduce waste and improve yield, and our products are designed for efficiency
	Diversity and Inclusion			Be committed to gender equality, and the inclusion of individuals from diverse cultures, abilities, and backgrounds
				Our workforce is markedly diverse, and we treat the recruitment, retention, and promotion of a balanced employee population as an important facet of company performance, including through events, networking groups, and management objectives that help support real inclusiveness
	Health and Safety			Provide a safe workplace to provide for the health and well-being of personnel and local communities
				We have an array of programs intended to prevent and manage risks from our operations to the wellbeing of our personnel and neighboring communities involving dedicated resources, management systems and a range of training
	Labor and Human Rights			Promote ethical labor practices and human rights, and have zero tolerance for forced labor
				We operate under high global standards including with our pay practices, benefits, employee leave and other working conditions, and our personnel enjoy freedom of expression, assembly, and movement
	Development and Engagement			Provide rewarding employee experiences and growth in all locations
				Our employees have many opportunities to regularly grow and experience the rewards of feedback, training, mentorships, team building, career progression, tuition reimbursements, and a culture of transparency
	Energy and Climate			Value energy efficiency and recognize the importance of addressing climate change
				We utilize a variety of state-of-the-art technologies to reduce our power consumption in manufacturing and to maintain efficient environmental controls, and we continue to make progress towards the reduction of our greenhouse gas emissions
	Supply Chain Responsibility			Mitigate the sustainability risks in our extended supply chain
				Regular operational reviews involve oversight of key supplier performance including sustainability risks; we expect our suppliers to commit to the Responsible Business Alliance Code of Conduct, and we conduct inquiries into their responsible sourcing
	Waste and Chemicals			Reduce waste and carefully manage our use of hazardous substances
				We have management systems for our use of chemicals designed to avoid unnecessary risks of waste or threats to the environment and closely track usage, safe handling and environmentally conscious disposal
	Volunteering & Youth Education			Support youth education and give back to communities
				Our scholarship and internship programs support educational opportunities; we recruit from local schools, donate equipment to schools and other charitable causes, and run a wide variety of giving and community support programs including blood drives, fundraisers and disaster relief efforts

What We Do
Independence. The Compensation Committee is comprised solely of independent directors. Additionally, the Compensation Committee’s independent compensation consultant is retained directly by the Compensation Committee. Risk Analysis. Compensation programs are structured to avoid inappropriate risk taking by our executives and all employees by having the appropriate pay philosophy, peer group and market positioning to support reasonable business objectives. Incentive Award Opportunities Capped. We limit our non-equity incentive plan awards to 200% of the target, and we limit our performance-based equity incentive awards to 150% of the target. Performance-Based Compensation. The majority of executive officer compensation is aligned with pre-determined, objective measures of company performance with both cash incentives and performance-based equity being earned based upon levels of achievement of goals.			Double-Trigger Change in Control Provisions. The change in control severance agreements provided to senior executives have “double-trigger” provisions and the amount of severance provided is within or below standard levels. Annual Executive Compensation Strategy Review. The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and other factors. Annual Stockholder Advisory Vote on Named Executive Officer Compensation. We conduct the stockholder advisory vote on the compensation of our named executive officers every year. Stock Ownership Guidelines. We have adopted strict stock ownership guidelines for our Chief Executive Officer and other executive officers. Clawback Policy. The Compensation Committee has adopted a clawback policy applicable to incentive-based cash compensation.

What We Don’t Do
No Special Perquisites. We did not provide any special benefits or perquisites to our named executive officers in fiscal year 2021. No Hedging or Pledging. Our insider trading policy, available on our website, strictly prohibits our directors and officers from purchasing options on our securities, pledging our stock in a margin account or otherwise entering into transactions designed to hedge or offset any decrease in the market value of our stock (such as exchange funds, equity swaps, zero-cost collars and forward sale contracts). No Guarantees of Employment. We have no employment contracts with any executives that guarantee a term of employment, contain extraordinary severance provisions or guarantee salary increases or bonus amounts.			No Executive Defined Benefit or Retirement Plans. We do not offer supplemental pension arrangements or defined benefit retirement plans or arrangements to our executive officers that are different from or in addition to what is offered to our other employees. No Dividends or Dividend Equivalents Payable on Unvested Equity Awards. We do not pay dividends or dividend equivalents on unvested or unearned equity compensation awards. Prohibition of Repricings. Our Equity Incentive Plan prohibits repricings of any grants under the plan without the approval of stockholders.

Peer Group Selection Criteria
Global Industry Classification Standard Code	Trailing 12-Months Revenue Range	Market Capitalization Range
Semiconductor—45301020 and Semiconductor equipment— 45301010	$210 million - $1.3 billion (0.4x to 2.5x)	$400 million - $4 billion (0.3x to 3x)

Selected Peer Group
Advanced Energy Industries	Entegris	Photronics
Axcelis Technologies	Ichor	Semtech
Brooks Automation	MACOM Technology Solutions	Ultra Clean Holdings
Cabot Microelectronics	MKS Instruments	Veeco Instruments
Coherent	National Instruments	Viavi Solutions
Cohu	Onto Innovation	XPeri

Named Executive Officers	2020 Target Bonus as a % of Base-Salary	2021 Target Bonus as a % of Base-Salary
Michael D. Slessor	100%	100%
Shai Shahar	70%	70%

Period	Adjusted Operating Income Result (in thousands)⁽¹⁾	Adjusted Operating Income Target (in thousands)⁽¹⁾	% Payout Achieved⁽²⁾
Q1	43,663	40,566	104%
Q2	40,057	40,566	90%
Q3	45,878	40,566	112%
Q4	47,706	40,566	119%

Named Executive Officer	2021 Annual Time-Based Restricted Stock Unit Awards (#)	2021 Annual Performance- Based Restricted Stock Unit Awards (#)⁽¹⁾
Michael D. Slessor	40,610	60,915
Shai Shahar	14,665	21,997

Named Executive Officer/Grant Year	Target Performance-Based Restricted Stock Unit Awards Scheduled to Vest in 2021 (#)	Number of Performance-Based Restricted Stock Units Achieved (#)	% of Target Achievement
Michael D. Slessor	93,000	132,004	142%
Shai Shahar	38,500	54,646	142%

Plan Category	Number of securities to be issued under outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights ($) (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by our stockholders⁽¹⁾	2,172,934⁽²⁾	6.93⁽³⁾	6,331,855⁽⁴⁾
Equity compensation plans not approved by our stockholders	—	—	—
Total	2,172,934	6.93	6,331,855

Name	Age	Position
Michael D. Slessor	52	Chief Executive Officer and Director
Shai Shahar	50	Chief Financial Officer

Named Executive Officer and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾⁽⁴⁾	Non-Equity Incentive Plan Compensation ($)⁽²⁾	All Other Compensation ($)⁽³⁾	Total ($)
Michael D. Slessor, President and Chief Executive Officer	2021	500,000	—	5,515,244	619,577	10,369	6,645,190
	2020	519,231⁽⁵⁾	—	4,305,500	711,319	21,261	5,557,311
	2019	500,000	—	3,165,100	373,783	10,835	4,049,718
Shai Shahar, Chief Financial Officer	2021	322,245	—	1,991,621	270,469	8,123	2,592,458
	2020	311,850⁽⁵⁾	—	1,859,976	299,053	16,243	2,487,122
	2019	287,714	—	1,123,100	147,290	4,838	1,562,941

	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾			All Other Stock Awards (#)⁽³⁾	Grant Date Fair Value of Stock Awards ($)⁽⁴⁾
Name	Grant Date	Threshold ($)	Target ($)	Max ($)	Threshold (#)	Target (#)	Max (#)	All Other Stock Awards (#)⁽³⁾	Grant Date Fair Value of Stock Awards ($)⁽⁴⁾
Michael D. Slessor	—	—	500,000	1,000,000	—	—	—	—	—
	8/2/2021	—	—	—	—	—	—	40,610	1,538,713
	8/2/2021	—	—	—	30,458	60,915	91,373	—	3,976,531
Shai Shahar	—	—	224,763	449,526	—	—	—	—	—
	8/2/2021	—	—	—	—	—	—	14,665	555,657
	8/2/2021	—	—	—	10,999	21,997	32,996	—	1,435,964

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Michael D. Slessor	100,000	4,058,120	190,004	6,594,020
Shai Shahar	—	—	84,679	3,096,058

	Michael D. Slessor	Shai Shahar
Base salary ($)	500,000	330,330
Short-term incentive compensation ($)⁽¹⁾	642,500	297,132
Stock options ($)	—	—
Stock awards ($)⁽²⁾	15,335,653	5,842,116
Health benefits ($)	31,432	22,823
Sub-Total ($)	16,509,586	6,492,400
280G Reduction in Severance Benefits ($)	—	—
Total ($)	16,509,586	6,492,400

Fiscal Year	RSU Share Awards Granted (in thousands)	Performance-Based RSU Share Awards Granted (in thousands)	Basic Weighted Average Shares Outstanding (in thousands)
2021	715	197	77,787
2020	948	262	76,681
2019	1,210	273	74,994

Fiscal Year	Time-Based RSUs Granted (in thousands)	Performance-Based RSUs Vested (in thousands)⁽¹⁾	Basic Weighted Average Shares Outstanding (in thousands)	Burn Rate
2021	715	461	77,787	1.51%
2020	948	319	76,681	1.65%
2019	1,210	162	74,994	1.83%