Definitive proxy statements

Pay vs Performance Disclosure

v3.23.3
Pay vs Performance Disclosure
 12 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2021
USD ($)
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE TABLE
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended June 30, 2021, 2022 and 2023 and our financial performance for such fiscal year.
 
Year
  
Summary
Compensation
Table Total
for PEO
(1)
  
Compensation
Actually Paid to
PEO
(1)(3)
  
Average
Summary
Compensation
Table for Non-
PEO Named
Executive
Officers
(2)
  
Average
Compensation
Actually Paid to
Non-PEO

Named
Executive
Officers
(2)(3)
  
Value of Initial Fixed $100
Investment Based On:
  
Net Income
($ in
thousands)
  
Free Cash
Flow
Margin
(6)
 
Total
Shareholder
Return
(4)
  
Peer Group
Total
Shareholder
Return
(5)
2023
  
$26,644,359
  
$66,578,359
  
$8,534,115
  
$22,630,489
  
$256.08
  
$183.98
  
$3,387,351
  
31.7%
2022
  
$20,568,625
  
$30,398,207
  
$5,380,793
  
$7,397,584
  
$168.08
  
$128.04
  
$3,322,060
  
32.6%
2021
  
$13,710,388
  
$60,709,229
  
$4,396,808
  
$15,328,288
  
$168.56
  
$167.56
  
$2,077,353
  
28.2%
(1) Amounts reported are for Richard Wallace, who served as our Chief Executive Officer during each of the applicable fiscal
years
.
(2) Our
non-PEO
named executive officers (our
“Non-PEO
Named Executive Officers”) were (a) Bren Higgins, Ahmad Khan, Oreste Donzella and Brian Lorig, for fiscal year 2023, (b) Bren Higgins, Ahmad Khan, Oreste Donzella and Mary Beth Wilkinson, for fiscal year 2022, and (c) Bren Higgins, Ahmad Khan, Brian Lorig and Mary Beth Wilkinson, for fiscal year 2021.
 
(3) Amounts in these columns show the “Compensation Actually Paid”, as calculated in accordance with the specific methodology prescribed by the SEC. The table below provides the adjustments to the Summary Compensation Table total compensation to arrive at the Compensation Actually Paid to our CEO and the average Compensation Actually Paid to our
Non-PEO
Named Executive Officers for each of the required fiscal years.
 
     
2023
     
2022
    
2021
  
Adjustments to Reported Summary
Compensation Table Total for CEO and
Non-PEO
Named Executive Officers
   
PEO
     
Non-PEO
Named
Executive
Officers
(Average)
     
PEO
    
Non-PEO
Named
Executive
Officers
(Average)
    
PEO
    
Non-PEO
Named
Executive
Officers
(Average)
  
Summary Compensation Table total amount for applicable fiscal year
   
 
$26,644,359
 
   
 
$  8,534,115
 
   
 
$20,568,625
 
  
 
$5,380,793
 
  
 
$13,710,388
 
  
 
$  4,396,808
 
Subtract the amounts reported under the Stock Awards column in the Summary Compensation Table for the applicable fiscal year
   
 
$23,492,301
 
   
 
$  7,023,747
 
   
 
$15,296,189
 
  
 
$3,427,362
 
  
 
$  9,338,877
 
  
 
$  2,947,277
 
Add
year-end
ASC 718 fair value of equity awards granted during the applicable fiscal year that remain unvested as of applicable fiscal year end determined as of applicable fiscal year end
   
 
$34,527,604
 
   
 
$  9,647,715
 
   
 
$17,938,199
 
  
 
$3,545,418
 
  
 
$17,727,271
 
  
 
$  5,409,000
 
Add (subtract) year over year change in ASC 718 fair value of equity awards granted in prior years that remain outstanding and unvested as of applicable fiscal year end
   
 
$24,635,303
 
   
 
$  8,777,513
 
   
 
($18,828,402
) 
  
 
($4,115,578
) 
  
 
$41,160,831
 
  
 
$  7,885,372
 
Add (subtract) year over year change in ASC 718 fair value of equity awards granted in prior years that vested in the applicable fiscal year
   
 
$  4,263,394
 
   
 
$  2,694,893
 
   
 
$26,015,974
 
  
 
$6,014,313
 
  
 
($  2,550,384
) 
  
 
$     584,385
 
Total Adjustments
   
 
$39,934,000
 
   
 
$14,096,374
 
   
 
$  9,829,582
 
  
 
$2,016,791
 
  
 
$46,998,841
 
  
 
$10,931,480
 
Compensation Actually Paid
   
 
$66,578,359
 
   
 
$22,630,489
 
   
 
$30,398,207
 
  
 
$7,397,584
 
  
 
$60,709,229
 
  
 
$15,328,288
 
For purposes of the foregoing adjustments, the fair value or change in fair value (as applicable) of equity awards was determined as follows: (i) for RSUs, the closing price of our Common Stock on the applicable fiscal
year-end
date, or, in the case of vesting dates, the closing price of our Common Stock on the applicable vesting date, in each case multiplied by the number of shares of our Common Stock underlying the award; and (ii) for unvested PRSUs (including EPS Awards), the same valuation methodology as the RSUs above, except that the year-end values are multiplied by the probability of achievement of the applicable performance objectives as of the applicable date.
(4) In accordance with Item 201(e) of Regulation S-K, our total shareholder return is calculated, for each fiscal year shown in the table above, as the cumulative total shareholder return on our Common Stock from June 30, 2020 (i.e., the last trading day of our 2020 fiscal year), through and including the last day of the applicable fiscal year, assuming a fixed investment of $100.
(5) Our peer group is comprised of the component companies of the Philadelphia Semiconductor Index (the “Peer Index”). Amounts reported in this column represent the cumulative total shareholder return of the Peer Index.
(6) Free cash flow margin equals our free cash flow divided by total revenues. Free cash flow equals net cash provided by operating activities less capital expenditures. Free cash flow margin over the applicable three-year period relative to our industry peer group for that same three-year period is used in determining the level at which the performance criteria under our annual PRSUs are satisfied, between 0%-150% of the target shares granted.
 
    
Company Selected Measure Name Free cash flow margin    
Named Executive Officers, Footnote Our
non-PEO
named executive officers (our
“Non-PEO
Named Executive Officers”) were (a) Bren Higgins, Ahmad Khan, Oreste Donzella and Brian Lorig, for fiscal year 2023, (b) Bren Higgins, Ahmad Khan, Oreste Donzella and Mary Beth Wilkinson, for fiscal year 2022, and (c) Bren Higgins, Ahmad Khan, Brian Lorig and Mary Beth Wilkinson, for fiscal year 2021. 		   
Peer Group Issuers, Footnote Our peer group is comprised of the component companies of the Philadelphia Semiconductor Index (the “Peer Index”). Amounts reported in this column represent the cumulative total shareholder return of the Peer Index.    
PEO Total Compensation Amount $ 26,644,359 $ 20,568,625 $ 13,710,388
PEO Actually Paid Compensation Amount $ 66,578,359 30,398,207 60,709,229
Adjustment To PEO Compensation, Footnote
(3) Amounts in these columns show the “Compensation Actually Paid”, as calculated in accordance with the specific methodology prescribed by the SEC. The table below provides the adjustments to the Summary Compensation Table total compensation to arrive at the Compensation Actually Paid to our CEO and the average Compensation Actually Paid to our
Non-PEO
Named Executive Officers for each of the required fiscal years.
 
     
2023
     
2022
    
2021
  
Adjustments to Reported Summary
Compensation Table Total for CEO and
Non-PEO
Named Executive Officers
   
PEO
     
Non-PEO
Named
Executive
Officers
(Average)
     
PEO
    
Non-PEO
Named
Executive
Officers
(Average)
    
PEO
    
Non-PEO
Named
Executive
Officers
(Average)
  
Summary Compensation Table total amount for applicable fiscal year
   
 
$26,644,359
 
   
 
$  8,534,115
 
   
 
$20,568,625
 
  
 
$5,380,793
 
  
 
$13,710,388
 
  
 
$  4,396,808
 
Subtract the amounts reported under the Stock Awards column in the Summary Compensation Table for the applicable fiscal year
   
 
$23,492,301
 
   
 
$  7,023,747
 
   
 
$15,296,189
 
  
 
$3,427,362
 
  
 
$  9,338,877
 
  
 
$  2,947,277
 
Add
year-end
ASC 718 fair value of equity awards granted during the applicable fiscal year that remain unvested as of applicable fiscal year end determined as of applicable fiscal year end
   
 
$34,527,604
 
   
 
$  9,647,715
 
   
 
$17,938,199
 
  
 
$3,545,418
 
  
 
$17,727,271
 
  
 
$  5,409,000
 
Add (subtract) year over year change in ASC 718 fair value of equity awards granted in prior years that remain outstanding and unvested as of applicable fiscal year end
   
 
$24,635,303
 
   
 
$  8,777,513
 
   
 
($18,828,402
) 
  
 
($4,115,578
) 
  
 
$41,160,831
 
  
 
$  7,885,372
 
Add (subtract) year over year change in ASC 718 fair value of equity awards granted in prior years that vested in the applicable fiscal year
   
 
$  4,263,394
 
   
 
$  2,694,893
 
   
 
$26,015,974
 
  
 
$6,014,313
 
  
 
($  2,550,384
) 
  
 
$     584,385
 
Total Adjustments
   
 
$39,934,000
 
   
 
$14,096,374
 
   
 
$  9,829,582
 
  
 
$2,016,791
 
  
 
$46,998,841
 
  
 
$10,931,480
 
Compensation Actually Paid
   
 
$66,578,359
 
   
 
$22,630,489
 
   
 
$30,398,207
 
  
 
$7,397,584
 
  
 
$60,709,229
 
  
 
$15,328,288
 
For purposes of the foregoing adjustments, the fair value or change in fair value (as applicable) of equity awards was determined as follows: (i) for RSUs, the closing price of our Common Stock on the applicable fiscal
year-end
date, or, in the case of vesting dates, the closing price of our Common Stock on the applicable vesting date, in each case multiplied by the number of shares of our Common Stock underlying the award; and (ii) for unvested PRSUs (including EPS Awards), the same valuation methodology as the RSUs above, except that the year-end values are multiplied by the probability of achievement of the applicable performance objectives as of the applicable date.
   
Non-PEO NEO Average Total Compensation Amount $ 8,534,115 5,380,793 4,396,808
Non-PEO NEO Average Compensation Actually Paid Amount $ 22,630,489 7,397,584 15,328,288
Adjustment to Non-PEO NEO Compensation Footnote
(3) Amounts in these columns show the “Compensation Actually Paid”, as calculated in accordance with the specific methodology prescribed by the SEC. The table below provides the adjustments to the Summary Compensation Table total compensation to arrive at the Compensation Actually Paid to our CEO and the average Compensation Actually Paid to our
Non-PEO
Named Executive Officers for each of the required fiscal years.
 
     
2023
     
2022
    
2021
  
Adjustments to Reported Summary
Compensation Table Total for CEO and
Non-PEO
Named Executive Officers
   
PEO
     
Non-PEO
Named
Executive
Officers
(Average)
     
PEO
    
Non-PEO
Named
Executive
Officers
(Average)
    
PEO
    
Non-PEO
Named
Executive
Officers
(Average)
  
Summary Compensation Table total amount for applicable fiscal year
   
 
$26,644,359
 
   
 
$  8,534,115
 
   
 
$20,568,625
 
  
 
$5,380,793
 
  
 
$13,710,388
 
  
 
$  4,396,808
 
Subtract the amounts reported under the Stock Awards column in the Summary Compensation Table for the applicable fiscal year
   
 
$23,492,301
 
   
 
$  7,023,747
 
   
 
$15,296,189
 
  
 
$3,427,362
 
  
 
$  9,338,877
 
  
 
$  2,947,277
 
Add
year-end
ASC 718 fair value of equity awards granted during the applicable fiscal year that remain unvested as of applicable fiscal year end determined as of applicable fiscal year end
   
 
$34,527,604
 
   
 
$  9,647,715
 
   
 
$17,938,199
 
  
 
$3,545,418
 
  
 
$17,727,271
 
  
 
$  5,409,000
 
Add (subtract) year over year change in ASC 718 fair value of equity awards granted in prior years that remain outstanding and unvested as of applicable fiscal year end
   
 
$24,635,303
 
   
 
$  8,777,513
 
   
 
($18,828,402
) 
  
 
($4,115,578
) 
  
 
$41,160,831
 
  
 
$  7,885,372
 
Add (subtract) year over year change in ASC 718 fair value of equity awards granted in prior years that vested in the applicable fiscal year
   
 
$  4,263,394
 
   
 
$  2,694,893
 
   
 
$26,015,974
 
  
 
$6,014,313
 
  
 
($  2,550,384
) 
  
 
$     584,385
 
Total Adjustments
   
 
$39,934,000
 
   
 
$14,096,374
 
   
 
$  9,829,582
 
  
 
$2,016,791
 
  
 
$46,998,841
 
  
 
$10,931,480
 
Compensation Actually Paid
   
 
$66,578,359
 
   
 
$22,630,489
 
   
 
$30,398,207
 
  
 
$7,397,584
 
  
 
$60,709,229
 
  
 
$15,328,288
 
For purposes of the foregoing adjustments, the fair value or change in fair value (as applicable) of equity awards was determined as follows: (i) for RSUs, the closing price of our Common Stock on the applicable fiscal
year-end
date, or, in the case of vesting dates, the closing price of our Common Stock on the applicable vesting date, in each case multiplied by the number of shares of our Common Stock underlying the award; and (ii) for unvested PRSUs (including EPS Awards), the same valuation methodology as the RSUs above, except that the year-end values are multiplied by the probability of achievement of the applicable performance objectives as of the applicable date.
   
Compensation Actually Paid vs. Total Shareholder Return    
Compensation Actually Paid vs. Net Income    
Compensation Actually Paid vs. Company Selected Measure    
Total Shareholder Return Vs Peer Group    
Tabular List, Table
Tabular List – Relevant Financial Performance Measures
For fiscal year 2023, the following financial performance measures represented the three most important financial performance measures used by us to link Company performance to the compensation actually paid to our NEOs:
 
 
Financial Performance Measures
Free cash flow margin
Non-GAAP
operating margin dollars
Total shareholder return
 
    
Total Shareholder Return Amount $ 256.08 168.08 168.56
Peer Group Total Shareholder Return Amount 183.98 128.04 167.56
Net Income (Loss) $ 3,387,351,000 $ 3,322,060,000 $ 2,077,353,000
Company Selected Measure Amount 0.317 0.326 0.282
PEO Name Richard Wallace    
Measure:: 1      
Pay vs Performance Disclosure      
Name Free cash flow margin    
Measure:: 2      
Pay vs Performance Disclosure      
Name Non-GAAP operating margin dollars    
Measure:: 3      
Pay vs Performance Disclosure      
Name Total shareholder return    
PEO | Amounts Reported Under The Stock Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 23,492,301 $ 15,296,189 $ 9,338,877
PEO | Year End Fair Value Of Equity Awards Granted During The Applicable Fiscal Year That Remain Unvested [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 34,527,604 17,938,199 17,727,271
PEO | Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Remain Outstanding And Unvested [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 24,635,303 (18,828,402) 41,160,831
PEO | Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Applicable Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 4,263,394 26,015,974 (2,550,384)
PEO | Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 39,934,000 9,829,582 46,998,841
Non-PEO NEO | Amounts Reported Under The Stock Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 7,023,747 3,427,362 2,947,277
Non-PEO NEO | Year End Fair Value Of Equity Awards Granted During The Applicable Fiscal Year That Remain Unvested [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 9,647,715 3,545,418 5,409,000
Non-PEO NEO | Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Remain Outstanding And Unvested [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 8,777,513 (4,115,578) 7,885,372
Non-PEO NEO | Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Applicable Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,694,893 6,014,313 584,385
Non-PEO NEO | Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 14,096,374 $ 2,016,791 $ 10,931,480