XML 19 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 28, 2024
USD ($)
PercentileRank
Dec. 30, 2023
USD ($)
PercentileRank
Dec. 31, 2022
USD ($)
PercentileRank
Dec. 25, 2021
USD ($)
PercentileRank
Dec. 26, 2020
USD ($)
PercentileRank
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our PEO and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
 
 
 
 
 
Value of Initial Fixed $100
Investment based on:(4)
 
 
Year
Summary
Compensation
Table Total for
PEO(1)
($)
Compensation
Actually Paid to
PEO(1),(2),(3)
($)
Average Summary
Compensation
Table Total for Non-
PEO NEOs(1)
($)
Average
Compensation
Actually Paid to Non-
PEO NEOs(1),(2),(3)
($)
TSR
($)
Peer Group
TSR
($)
Net Income
($ Millions)
TSR
Percentile
Rank(5)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2024
5,303,605
8,147,045
1,964,562
2,944,343
176.3
242.1
69.6
55.0
2023
6,727,849
13,476,551
2,727,617
5,101,521
160.6
217.8
82.4
85.0
2022
5,111,932
(2,441,277)
1,987,354
(897,158)
85.6
160.9
50.7
30.8
2021
5,231,873
2,791,024
2,082,660
1,146,973
171.4
232.3
83.9
5.4
2020
4,588,247
13,461,558
2,064,727
5,424,209
164.0
162.3
78.5
72.2
(1)
Michael D. Slessor, our President and CEO, was our PEO for each year presented. The only Non-PEO NEO for each year presented was Shai Shahar, our CFO.
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEO or non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for Dr. Slessor and Mr. Shahar as set forth in the table below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
(4)
The Peer Group TSR set forth in this table utilizes the S&P Semiconductors Select Industry Index, which we also utilize in the stock price performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended December 28, 2024. The comparison assumes $100 was invested for the period starting December 27, 2019 through the end of the applicable year reflected in the table, in the Company and in the S&P Semiconductors Select Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined TSR Percentile Rank relative to the constituents of the S&P Semiconductors Select Industry Index to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and non-PEO NEO in 2024. This column presents the TSR Percentile Rank (or the relative ranking of the Company’s TSR as compared to the TSRs of the companies included in the S&P Semiconductors Select Industry Index) for each covered year.
Year
Summary Compensation
Table Total for PEO
($)
Exclusion of Stock Awards
and Option Awards
($)
Inclusion of
Equity Values(1)
($)
Compensation Actually
Paid to PEO
($)
2024
5,303,605
​3,960,445
6,803,885
8,147,045
2023
6,727,849
5,980,078
12,728,781
13,476,551
2022
5,111,932
4,258,926
(3,294,284)
(2,441,277)
2021
5,231,873
4,189,734
1,748,885
2,791,024
2020
4,588,247
3,311,000
12,184,311
13,461,558
Year
Summary Compensation
Table Total for Non-PEO
NEOs
($)
Exclusion of Stock Awards
and Option Awards
($)
Inclusion of
Equity Values(1)
($)
Compensation Actually
Paid to Non-PEO NEOs
($)
2024
1,964,562
​1,212,913
2,192,694
2,944,343
2023
2,727,617
2,286,957
4,660,861
5,101,521
2022
1,987,354
1,490,639
(1,393,873)
(897,158)
2021
2,082,660
1,512,966
577,280
1,146,973
2020
2,064,727
1,430,352
4,789,834
5,424,209
(1)
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.
Principal Executive Officer
Year
Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Unvested as of
Last Day of Year
for PEO
($)
Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
PEO
($)
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for PEO
($)
Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During
Year for PEO
($)
Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for PEO
($)
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for PEO
($)
Total - Inclusion
of Equity Values
for PEO
($)
2024
4,247,075
1,737,266
142,954
676,590
6,803,885
2023
7,413,921
5,029,766
214,342
70,752
12,728,781
2022
2,055,593
(5,015,629)
(334,248)
(3,294,284)
2021
4,833,797
(1,385,403)
(1,699,509)
1,748,885
2020
5,815,370
5,933,234
435,707
12,184,311
Other Named Executive Officers
Year
Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)
Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
Non-PEO NEOs
($)
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for Non-PEO
NEOs
($)
Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During
Year for Non-PEO
NEOs
($)
Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for Non-PEO
NEOs
($)
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for Non-
PEO NEOs
($)
Total - Inclusion
of Equity Values
for Non-PEO
NEOs
($)
2024
1,300,696
594,253
43,781
253,964
2,192,694
2023
2,767,243
1,786,740
107,207
(329)
4,660,861
2022
719,464
(1,980,401)
(132,936)
(1,393,873)
2021
1,745,546
(579,687)
(588,579)
577,280
2020
2,512,240
2,367,636
(90,042)
4,789,834
       
Company Selected Measure Name TSR Percentile Rank        
Named Executive Officers, Footnote
(1)
Michael D. Slessor, our President and CEO, was our PEO for each year presented. The only Non-PEO NEO for each year presented was Shai Shahar, our CFO.
       
Peer Group Issuers, Footnote
(4)
The Peer Group TSR set forth in this table utilizes the S&P Semiconductors Select Industry Index, which we also utilize in the stock price performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended December 28, 2024. The comparison assumes $100 was invested for the period starting December 27, 2019 through the end of the applicable year reflected in the table, in the Company and in the S&P Semiconductors Select Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
       
PEO Total Compensation Amount $ 5,303,605 $ 6,727,849 $ 5,111,932 $ 5,231,873 $ 4,588,247
PEO Actually Paid Compensation Amount $ 8,147,045 13,476,551 (2,441,277) 2,791,024 13,461,558
Adjustment To PEO Compensation, Footnote
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for Dr. Slessor and Mr. Shahar as set forth in the table below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Year
Summary Compensation
Table Total for PEO
($)
Exclusion of Stock Awards
and Option Awards
($)
Inclusion of
Equity Values(1)
($)
Compensation Actually
Paid to PEO
($)
2024
5,303,605
​3,960,445
6,803,885
8,147,045
2023
6,727,849
5,980,078
12,728,781
13,476,551
2022
5,111,932
4,258,926
(3,294,284)
(2,441,277)
2021
5,231,873
4,189,734
1,748,885
2,791,024
2020
4,588,247
3,311,000
12,184,311
13,461,558
(1)
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.
Principal Executive Officer
Year
Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Unvested as of
Last Day of Year
for PEO
($)
Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
PEO
($)
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for PEO
($)
Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During
Year for PEO
($)
Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for PEO
($)
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for PEO
($)
Total - Inclusion
of Equity Values
for PEO
($)
2024
4,247,075
1,737,266
142,954
676,590
6,803,885
2023
7,413,921
5,029,766
214,342
70,752
12,728,781
2022
2,055,593
(5,015,629)
(334,248)
(3,294,284)
2021
4,833,797
(1,385,403)
(1,699,509)
1,748,885
2020
5,815,370
5,933,234
435,707
12,184,311
       
Non-PEO NEO Average Total Compensation Amount $ 1,964,562 2,727,617 1,987,354 2,082,660 2,064,727
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,944,343 5,101,521 (897,158) 1,146,973 5,424,209
Adjustment to Non-PEO NEO Compensation Footnote
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for Dr. Slessor and Mr. Shahar as set forth in the table below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Year
Summary Compensation
Table Total for Non-PEO
NEOs
($)
Exclusion of Stock Awards
and Option Awards
($)
Inclusion of
Equity Values(1)
($)
Compensation Actually
Paid to Non-PEO NEOs
($)
2024
1,964,562
​1,212,913
2,192,694
2,944,343
2023
2,727,617
2,286,957
4,660,861
5,101,521
2022
1,987,354
1,490,639
(1,393,873)
(897,158)
2021
2,082,660
1,512,966
577,280
1,146,973
2020
2,064,727
1,430,352
4,789,834
5,424,209
(1)
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.
Other Named Executive Officers
Year
Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)
Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
Non-PEO NEOs
($)
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for Non-PEO
NEOs
($)
Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During
Year for Non-PEO
NEOs
($)
Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for Non-PEO
NEOs
($)
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for Non-
PEO NEOs
($)
Total - Inclusion
of Equity Values
for Non-PEO
NEOs
($)
2024
1,300,696
594,253
43,781
253,964
2,192,694
2023
2,767,243
1,786,740
107,207
(329)
4,660,861
2022
719,464
(1,980,401)
(132,936)
(1,393,873)
2021
1,745,546
(579,687)
(588,579)
577,280
2020
2,512,240
2,367,636
(90,042)
4,789,834
       
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between Compensation Actually Paid, Company TSR and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and the cumulative TSR over the four most recently completed fiscal years of the Company and the S&P Semiconductors Select Industry.
       
Compensation Actually Paid vs. Net Income
Relationship Between Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and the Company’s net income during the four most recently completed fiscal years.
       
Compensation Actually Paid vs. Company Selected Measure
Relationship Between Compensation Actually Paid and TSR Percentile Rank
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and the Company’s TSR Percentile Rank during the four most recently completed fiscal years.
       
Total Shareholder Return Vs Peer Group
Relationship Between Compensation Actually Paid, Company TSR and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and the cumulative TSR over the four most recently completed fiscal years of the Company and the S&P Semiconductors Select Industry.
       
Tabular List, Table
Tabular List of Most Important Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.
Performance Measures
Total Shareholder Return
Adjusted Operating Income
Total Shareholder Percentile Rank
       
Total Shareholder Return Amount $ 176.3 160.6 85.6 171.4 164
Peer Group Total Shareholder Return Amount 242.1 217.8 160.9 232.3 162.3
Net Income (Loss) $ 69,600,000 $ 82,400,000 $ 50,700,000 $ 83,900,000 $ 78,500,000
Company Selected Measure Amount | PercentileRank 55 85 30.8 5.4 72.2
PEO Name Michael D. Slessor Michael D. Slessor Michael D. Slessor Michael D. Slessor Michael D. Slessor
Equity Awards Adjustments, Footnote
Principal Executive Officer
Year
Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Unvested as of
Last Day of Year
for PEO
($)
Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
PEO
($)
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for PEO
($)
Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During
Year for PEO
($)
Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for PEO
($)
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for PEO
($)
Total - Inclusion
of Equity Values
for PEO
($)
2024
4,247,075
1,737,266
142,954
676,590
6,803,885
2023
7,413,921
5,029,766
214,342
70,752
12,728,781
2022
2,055,593
(5,015,629)
(334,248)
(3,294,284)
2021
4,833,797
(1,385,403)
(1,699,509)
1,748,885
2020
5,815,370
5,933,234
435,707
12,184,311
Other Named Executive Officers
Year
Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)
Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
Non-PEO NEOs
($)
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for Non-PEO
NEOs
($)
Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During
Year for Non-PEO
NEOs
($)
Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for Non-PEO
NEOs
($)
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for Non-
PEO NEOs
($)
Total - Inclusion
of Equity Values
for Non-PEO
NEOs
($)
2024
1,300,696
594,253
43,781
253,964
2,192,694
2023
2,767,243
1,786,740
107,207
(329)
4,660,861
2022
719,464
(1,980,401)
(132,936)
(1,393,873)
2021
1,745,546
(579,687)
(588,579)
577,280
2020
2,512,240
2,367,636
(90,042)
4,789,834
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Total Shareholder Return        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Operating Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Total Shareholder Percentile Rank        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (3,960,445) $ (5,980,078) $ (4,258,926) $ (4,189,734) $ (3,311,000)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,803,885 12,728,781 (3,294,284) 1,748,885 12,184,311
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,247,075 7,413,921 2,055,593 4,833,797 5,815,370
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,737,266 5,029,766 (5,015,629) (1,385,403) 5,933,234
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 142,954 214,342 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 676,590 70,752 (334,248) (1,699,509) 435,707
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,212,913) (2,286,957) (1,490,639) (1,512,966) (1,430,352)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,192,694 4,660,861 (1,393,873) 577,280 4,789,834
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,300,696 2,767,243 719,464 1,745,546 2,512,240
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 594,253 1,786,740 (1,980,401) (579,687) 2,367,636
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 43,781 107,207 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 253,964 (329) (132,936) (588,579) (90,042)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0