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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020


													Value of Initial Fixed $100
													Investment Based On:
					Summary				Average Summary		Average					Peer Group
	Summary				Compensation		Compensation		Compensation		Compensation			Total		Total		Net
	Compensation		Compensation		Table Total		Actually Paid		Table Total for		Actually Paid to			Shareholder		Shareholder		Income		Revenue
Fiscal	Table Total		Actually Paid		for PEO 2		to PEO 2		non-PEO NEOs		non-PEO NEOs			Return		Return		($M)		($M)
Year	for PEO 1		to PEO 1		(1)		(2)		(3)		(4)			(5)		(6)		(7)		(8)
(a)	(b)		(c)		(d)		(e)		(f)		(g)			(h)		(i)		(j)		(k)
2023	$	—	$	—	$	8,296,122	$	11,221,436	$	2,249,445	$	2,881,406		$	155	$	150	$	128	$	1,656
2022	$	—	$	—	$	7,484,931	$	7,436,630	$	2,199,394	$	2,145,925		$	122	$	120	$	200	$	1,845
2021	$	1,165,045	$	834,768	$	6,506,021	$	5,147,912	$	1,663,213	$	1,170,255		$	128	$	147	$	135	$	1,456
2020	$	5,794,389	$	8,170,019	$	—	$	—	$	1,874,680	$	2,138,605		$	136	$	119	$	135	$	1,416

*PEO 1Yuval Wasserman

*PEO 2Steve Kelley

(1) The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Kelley (our President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year.

(2) The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Kelley, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kelley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kelley’s total compensation for 2023 to determine the compensation actually paid:


	Reported
	Summary
	Compensation		Reported Value of		Equity		Compensation
	Table Total for		Equity		Award		Actually Paid to
Year	PEO 2		Awards^(a)		Adjustments^(b)		PEO 2
2023	$	8,296,122	$	(6,140,792)	$	9,066,106	$	11,221,436

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the total equity award adjustments for 2023 are as follows:

Year over Year

Change in Fair

Year over Year

Value of Equity

Change in Fair Value

Awards Granted

Year End

of Outstanding

in Prior Years

Total Equity

Fair Value of

and Unvested

that Vested

Award

Year

Equity Awards

in the Year

Adjustments

2023

6,295,670

2,605,025

165,411

9,066,106

(3) The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding Messrs. Wasserman and Kelley, as applicable) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Kelley) included for purposes of calculating the average amounts in 2023 are as follows: Paul Oldham, Eduardo Bernal Acebedo, Elizabeth Vonne, and John Donaghey.

(4) The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Wasserman and Kelley, as applicable), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Wasserman and Kelley) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Kelley) for 2023 to determine the compensation actually paid, using the same methodology described above in footnote 1:

Average

Reported Summary

Average

Compensation

Average

Average Equity

Compensation

Table Total for

Reported Value of

Award

Actually Paid to

Year

Non-PEO NEOs

Equity Awards

Adjustments^(a)

Non-PEO NEOs

2023

2,249,445

(1,326,293)

1,958,253

2,881,406

(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

Year over Year

Average Fair Value

Year over Year

Average Change

at the End of

Average Change

in Fair Value

the Prior Year of

Average

in Fair Value

of Equity Awards

Equity Awards that

Year End

of Outstanding

Granted in

Failed to Meet

Total Average

Fair Value of

and Unvested

Prior Years that

Vesting Conditions

Equity Award

Year

Equity Awards

Vested in the Year

in the Year

Adjustments

2023

1,359,744

406,980

191,530

1,958,253

(5) Cumulative TSR is calculated by dividing the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Dow Jones US Electrical Computer & Equipment.

(7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(8) The dollar amounts reported represent the amount of revenue reflected in the Company’s audited financial statements for the applicable year. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.

Company Selected Measure Name

Revenue

Named Executive Officers, Footnote

Peer Group Issuers, Footnote

Adjustment To PEO Compensation, Footnote


													Value of Initial Fixed $100
													Investment Based On:
					Summary				Average Summary		Average					Peer Group
	Summary				Compensation		Compensation		Compensation		Compensation			Total		Total		Net
	Compensation		Compensation		Table Total		Actually Paid		Table Total for		Actually Paid to			Shareholder		Shareholder		Income		Revenue
Fiscal	Table Total		Actually Paid		for PEO 2		to PEO 2		non-PEO NEOs		non-PEO NEOs			Return		Return		($M)		($M)
Year	for PEO 1		to PEO 1		(1)		(2)		(3)		(4)			(5)		(6)		(7)		(8)
(a)	(b)		(c)		(d)		(e)		(f)		(g)			(h)		(i)		(j)		(k)
2023	$	—	$	—	$	8,296,122	$	11,221,436	$	2,249,445	$	2,881,406		$	155	$	150	$	128	$	1,656
2022	$	—	$	—	$	7,484,931	$	7,436,630	$	2,199,394	$	2,145,925		$	122	$	120	$	200	$	1,845
2021	$	1,165,045	$	834,768	$	6,506,021	$	5,147,912	$	1,663,213	$	1,170,255		$	128	$	147	$	135	$	1,456
2020	$	5,794,389	$	8,170,019	$	—	$	—	$	1,874,680	$	2,138,605		$	136	$	119	$	135	$	1,416

*PEO 1Yuval Wasserman

*PEO 2Steve Kelley


	Reported
	Summary
	Compensation		Reported Value of		Equity		Compensation
	Table Total for		Equity		Award		Actually Paid to
Year	PEO 2		Awards^(a)		Adjustments^(b)		PEO 2
2023	$	8,296,122	$	(6,140,792)	$	9,066,106	$	11,221,436

(a)

(b)

Year over Year

Change in Fair

Year over Year

Value of Equity

Change in Fair Value

Awards Granted

Year End

of Outstanding

in Prior Years

Total Equity

Fair Value of

and Unvested

that Vested

Award

Year

Equity Awards

in the Year

Adjustments

2023

6,295,670

2,605,025

165,411

9,066,106

Non-PEO NEO Average Total Compensation Amount

$ 2,249,445

$ 2,199,394

$ 1,663,213

$ 1,874,680

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,881,406

2,145,925

1,170,255

2,138,605

Adjustment to Non-PEO NEO Compensation Footnote

Average

Reported Summary

Average

Compensation

Average

Average Equity

Compensation

Table Total for

Reported Value of

Award

Actually Paid to

Year

Non-PEO NEOs

Equity Awards

Adjustments^(a)

Non-PEO NEOs

2023

2,249,445

(1,326,293)

1,958,253

2,881,406

(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

Year over Year

Average Fair Value

Year over Year

Average Change

at the End of

Average Change

in Fair Value

the Prior Year of

Average

in Fair Value

of Equity Awards

Equity Awards that

Year End

of Outstanding

Granted in

Failed to Meet

Total Average

Fair Value of

and Unvested

Prior Years that

Vesting Conditions

Equity Award

Year

Equity Awards

Vested in the Year

in the Year

Adjustments

2023

1,359,744

406,980

191,530

1,958,253

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative TSR

The following graph illustrate the relationship between the amount of compensation actually paid to Mr. Kelley, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley), the Company’s total stockholder return, and the total stockholder return of the Dow Jones Electrical Components & Equipment Index over the four years presented in the table. We believe the “Compensation Actually Paid” in each of the years reported above and over the four-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our 2023 STI program and 2023 LTI Plans.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

The following graph illustrate the relationship between the amount of compensation actually paid to Mr. Kelley, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley) and the Company’s net income over the four years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Non-GAAP Operating Income which the Company does use for setting goals in the Company’s short-term incentive compensation program. As described in more detail in the section “Compensation Discussion and Analysis,” the Company targets that approximately 18% of the value of total compensation awarded to the named executive officers consists of amounts determined under the Company short-term incentive compensation program.

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Revenue

The following graph illustrates the relationship between the amount of compensation actually paid to Mr. Kelley, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley) and the Company’s revenue performance. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance. As described in more detail in the section “Compensation Discussion and Analysis,” the Company targets that approximately 18% of the value of total compensation awarded to the named executive officers consists of amounts determined under the Company short-term incentive compensation program and approximately 60% of the value of total compensation awarded to the named executive officers is to be comprised of equity awards, including restricted stock and stock options.

Tabular List, Table

Financial Performance Measures

As described in greater detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s performance are as follows:

●

Revenue

●

Non-GAAP Operating Income

●

Adjusted Cash Flow

●

Non-GAAP Gross Margin Percentage

●

Relative Total Shareholder Return

Total Shareholder Return Amount

$ 155

122

128

136

Peer Group Total Shareholder Return Amount

150

120

147

119

Net Income (Loss)

$ 128,000,000

$ 200,000,000

$ 135,000,000

Company Selected Measure Amount

1,656,000,000

1,845,000,000

1,456,000,000

1,416,000,000

Additional 402(v) Disclosure

Analysis of the Information Presented in the Pay Versus Performance Table

As described in detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several

performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

Measure:: 1

Pay vs Performance Disclosure

Name

Revenue

Measure:: 2

Pay vs Performance Disclosure

Name

Non-GAAP Operating Income

Measure:: 3

Pay vs Performance Disclosure

Name

Adjusted Cash Flow