Ecosystem Ultraviolet, and Blu-ray Disc Association. Mr. Dolby has attended industry events with the company for a significant number of years, including Audio Engineering Society, National Association of Broadcasters, International Consumer Electronics Show, ShoWest, Cine Expo International, IFA, and Custom Electronic Design and Installation Association. From 2006 to 2008, Mr. Dolby was a self-employed entrepreneur and investor. Mr. Dolby attended Stanford Business School between 2004 and 2006. During that time, he served as product manager at Kaleidescape, Inc., a Silicon Valley technology firm focused on high-performance music and movie server systems. From 2003 to 2006, he owned and operated Charter Flight LLC, a private aircraft leasing business. In addition, during 2004, Mr. Dolby was an investment banking analyst focused on technology at Perseus Group (subsequently known as GCA Savvian Corporation and then GCA Corporation until its acquisition by Houlihan Lokey in October 2021). From 2000 to 2002, Mr. Dolby was an employee of NetVMG, a company developing route control software for optimizing multi-homed IP network routing. Before joining NetVMG, Mr. Dolby worked for engineering firms Bechtel and Poe & Associates. From November 2013 to January 2023, Mr. Dolby served on the board of directors of Cogstate Limited, a cognitive assessment and training company focused on the development and commercialization of computerized tests of cognition. Mr. Dolby served on Cogstate’s Remuneration and Nomination Committee. Mr. Dolby currently serves on the governing boards of various not-for-profit entities, including the Boards of Trustees of the Salk Institute for Biological Sciences and the Academy Museum of Motion Pictures. He is also a member of the Academy of Motion Picture Arts and Sciences. Mr. Dolby received a B.S.E. in Civil Engineering from Duke University and an M.B.A. from the Stanford Graduate School of Business.
Mr. Dolby brings experience to our Board in home theater system technology and software technology productization, and offers a long-term perspective on the growth of the company and its commitment to excellence in audio and video.
Tony Prophet has served as a director since December 2021. Mr. Prophet was formerly the Chief Equality and Recruiting Officer at salesforce.com, inc. (“Salesforce”), which he joined in September 2016 until July 2021. Before Salesforce, Mr. Prophet served as Corporate Vice President, Education Marketing, of Microsoft Corporation, from June 2015 to September 2016, as Corporate Vice President, Windows and Search Marketing, from February 2015 to June 2015, and as Corporate Vice President, Windows Marketing, from May 2014 to February 2015. Prior to Microsoft, Mr. Prophet held leadership roles at HP Inc. from 2006 to 2014, including leading worldwide PC and printing operations. Before that, Mr. Prophet served in positions of increasing responsibility at multiple organizations, including leading worldwide operations for the Carrier Business unit of United Technologies and rising to Partner at Booz Allen Hamilton. In addition to his operating roles, Mr. Prophet served on the board of directors of Gannett Co., Inc., a subscription-led and digitally focused media and marketing solutions company, from 2013 to May 2019. Mr. Prophet is also a Board Advisor to Aviso AI, a provider of a predictive revenue intelligence platform, since September 2021. He holds a BS in industrial engineering from General Motors Institute (now Kettering University) and an MBA from the Stanford Graduate School of Business.
As a long-time, accomplished technology business executive, Mr. Prophet brings to our Board substantial leadership experience in industrial, consumer electronic, hardware, and software spaces.
Emily Rollins has served as a director since February 2021. She served in various positions at Deloitte & Touche LLP from 1992 to 2020, including as an Audit and Assurance Partner from 2006 until her retirement in September 2020. At Deloitte, Ms. Rollins served technology and media companies and guided hundreds of clients through complex audit and reporting processes. Ms. Rollins also served in positions of increasing responsibility, including leadership roles in Deloitte’s US Technology, Media, and Telecommunications industry group, Audit Innovation and Transformation, and Diversity and Inclusion. She led firmwide initiatives to recruit, develop, and retain women and diverse professionals as well as transform and modernize Deloitte’s audit platform. Ms. Rollins has served on the board of directors of Xometry, Inc., an AI-enabled marketplace for on-demand manufacturing enabling buyers to efficiently source
9
on-demand manufactured parts and assemblies, since March 2021 and serves as chair of Xometry’s Audit Committee. She also has served on the board of directors of Science 37 Holdings, Inc., a research company that specializes in decentralized clinical trials to enable universal access to clinical research, since October 2021 and is chair of Science 37’s Audit Committee. Ms. Rollins also serves on the boards of three private technology companies and several non-profit entities and associations. Ms. Rollins is a Certified Public Accountant and holds a B.A. degree in Accounting and International Relations from Claremont McKenna College.
After nearly 30 years in public accounting, Ms. Rollins brings to our Board considerable experience as an advisor to boards and executive teams and extensive financial and public accounting expertise as an audit expert in the technology and media spaces.
Simon Segars has served as a director since February 2015. From 1991 to 2022, Mr. Segars worked for Arm Ltd (known as Arm Holdings Plc prior to 2017), a designer and provider of microprocessors, software development tools and related technologies that was publicly held until its acquisition by SoftBank Group Corp. in September 2016. Mr. Segars served as Arm’s Chief Executive Officer from July 2013, and as a member of its board of directors from 2005, to February 2022, respectively. Mr. Segars also served as a member of SoftBank Group Corp.’s board of directors from June 2017 to June 2021. He served as President of Arm in 2013 before being promoted to Chief Executive Officer. Mr. Segars held the position of Executive Vice President and General Manager, Physical IP Division, from 2007 to 2012. Prior senior roles at Arm include Executive Vice President, Engineering; Executive Vice President, Worldwide Sales; and Executive Vice President, Business Development. Mr. Segars worked on many of the early Arm CPU products and led the development of the ARM7 and ARM9 Thumb® families. He holds a number of patents in the field of embedded CPU architectures. Mr. Segars received his Bachelors in Electronic Engineering from the University of Sussex, and obtained a Masters of Computer Science from the University of Manchester. In recognition of his extraordinary lifetime accomplishments and his impact on the global technology industry, Mr. Segars was conferred an Honorary Doctor of Science from the University of Sussex in 2019. Mr. Segars has served on the board of directors of Vodafone Group Plc, a multinational telecommunications company, since July 2022, where he serves as a member of the ESG Committee, and has served as chair of the Technology Committee since July 2023. Mr. Segars also serves on the boards of directors of Edge Impulse, a development platform for machine learning on edge devices, and TechWorks, a UK industry association.
As chair of Vodafone’s Technology Committee and a trained and former engineer, Mr. Segars has extensive experience in technology strategy and the technological elements of Dolby’s business operations. In addition, with his significant experience as an executive officer of Arm, and his service on the boards of both public and private companies, Mr. Segars brings to our Board a valuable understanding of the operational and strategic issues facing companies. Further, as a member of Vodafone’s ESG Committee, Mr. Segars enhances our Board’s capabilities in sustainability and sustainable business practices.
Anjali Sud has served as a director since May 2019. Ms. Sud has served as the Chief Executive Officer of Tubi, Inc., a subsidiary of the Fox Corporation that provides free ad-supported TV streaming service in the United States, since September 2023. Before Tubi, from July 2017 to August 2023, Ms. Sud served as the Chief Executive Officer of Vimeo, Inc., a provider of cloud-based software tools that enable creative professionals, marketers and enterprises to stream, host, distribute and monetize videos online and across devices. She also served on Vimeo’s board of directors from May 2021 to August 2023. Prior to that, Ms. Sud held various positions at Vimeo since July 2014, before being promoted to CEO in July 2017. Before Vimeo, Ms. Sud served in various positions at Amazon.com, Inc. from 2010 to 2014, most recently as Director of Marketing. Ms. Sud holds a B.S. degree from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School.
As the Chief Executive Officer of Tubi and having served in executive positions in other technology and media companies, Ms. Sud brings extensive knowledge of the technology industry and operational experience to the boardroom, including an understanding of the operational, financial and strategic issues facing audio-visual
10
higher than what we are paying to the Dolby family entity under our Master Lease. Under the sublease, the subtenant is required to reimburse us for our costs related to operating expenses, taxes, and the condition, operation, repair, maintenance, security, and management of the subleased premises and to indemnify and hold us harmless with respect to the subleased premises in substantially the same manner as provided in the Master Lease and described above.
Fiscal 2023 Rent Expense for 100 Potrero Avenue Premises
Our rent expense under the 100 Potrero Master Lease was $3.3 million in fiscal 2023. As described above, we ceased occupying the 100 Potrero Avenue premises in fiscal 2019 and entered into a sublease with a third party for the remainder of our term, at a rental rate that is higher than what we are paying to the Dolby family under our Master Lease. However, Item 404 of the SEC’s Regulation S-K requires us to disclose our estimated rent expense over the remaining life of the Master Lease for these premises, which is $37.0 million as of September 29, 2023. This figure includes $33.4 million in rent payable for the option—which we do not intend to exercise—to renew the 100 Potrero Avenue lease for two additional five year terms beyond its October 31, 2024 expiration, assuming a rental rate equal to the rate applicable to the month in which the lease is to expire (the actual rental rate during any option term is not known at this time and may be materially different from the rate used in our assumptions).
Dolby Family Sub-lease of 100 Potrero Avenue Premises
Under the terms of the Master Lease, a Dolby family entity acting as landlord or a member of the Dolby family, as assignee, retains the right to sublease office space at 100 Potrero with prior notice to us, at a rental rate equal to the then-current base rent per square foot paid by us plus $14 per square foot per year (reflecting estimated costs payable by us for the operation and maintenance of the premises, subject to an annual increase of 1.5% per year during each year of the sublease term), which we refer to as the rent and related expenses below. In fiscal 2021, a member of the Dolby family, as assignee, exercised its right to sublease this space, comprising approximately 1,617 rentable square feet. The amount of rent and related expenses paid to us for this space by the member of the Dolby family in fiscal 2023 was $95,290 and the aggregate amount of rent and related expenses over the remaining life of this sublease arrangement is $105,460, as of September 29, 2023.
Jointly-Owned Real Estate Entities
As of the end of fiscal 2023, the Dagmar Dolby Trust and Dolby Wootton Bassett, LLC (“DWB”), of which the Dagmar Dolby Trust is the sole member, each own a majority financial interest in real estate entities that owned and leased commercial real property in fiscal 2023. We own the remaining financial interests in these real estate entities. The following table sets forth, as of the end of fiscal 2023, for each of these real estate entities, the entity that owns the majority financial interest in the real estate entity, the percentage interest owned, and the location of the property.
|
|
|
|
|
|
|
|
|
Real Estate Entity |
|
Majority Owner |
|
Majority Ownership Interest |
|
|
Location of Property |
Dolby Properties Burbank, LLC |
|
Dagmar Dolby Trust |
|
|
51 |
% |
|
Burbank, California |
Dolby Properties, LP |
|
DWB |
|
|
90 |
% |
|
Wootton Bassett, England |
We lease our 3601 W. Alameda Avenue, Burbank, California offices from Dolby Properties Burbank, LLC. The expense attributable to Dolby and recorded for rents payable to Dolby Properties Burbank was $282,947 in fiscal 2023. The estimated rent expense attributable to Dolby over the remaining life of the lease is approximately $3.42 million as of September 29, 2023, assuming the exercise of our two five-year renewal options under that lease (for these purposes, assuming a rental rate equal to the rate applicable to the month in which the lease is scheduled to expire; the actual rental rate during any option term is not known at this time and may be materially different from the rate used in our assumptions).
29
As previously disclosed, we used to lease 17,747 square feet of office space in a property located in Wootton Bassett, England from Dolby Properties, LP. Our lease expired and we occupied the premises through March 31, 2021. In fiscal 2023, an unrelated third-party tenant leased 17,768 square feet of the property and paid an aggregate of £195,113 in rent to Dolby Properties, which amount inured to Dolby and the Dolby family in proportion to their respective ownership interests in Dolby Properties (10% and 90%, respectively). In addition, in fiscal 2023, Dolby Properties undertook certain capital improvement works of approximately £10,000 (with up to an additional £40,000 anticipated to be expended in fiscal 2024) on the premises for the benefit of such third-party tenant, the costs of which were also borne by Dolby and the Dolby family in proportion to their respective ownership interests in Dolby Properties.
When we negotiate new terms for any lease agreement with the Dolby family or any of the jointly-owned real estate entities, we engage real estate brokers to provide fair market rent and lease terms based on a summary of comparable properties located in the area of the subject property. The brokers are instructed that the transaction is intended to be completed on an arm’s-length basis. We believe that all such leases were entered into on a reasonable fair market basis.
Academy Museum Donations
In June 2014, we agreed to donate cinema products and related services to the Museum of the Academy of Motion Picture Arts and Sciences (the “Academy Museum”) having a retail value of approximately $7 million, in exchange for promotional benefits over a 15 year period, including our exclusive appointment as the audio/video sponsor of the Academy Museum theaters, public recognition of our donation, access to Academy Museum space for events, invitations to certain events, board membership at the Academy Foundation, Academy Museum membership rights, and other benefits. Contemporaneously, the Dolby family agreed to donate $5 million in cash and/or marketable securities to the Academy Museum over time based on achievement of certain key project milestones, in exchange for certain naming rights, public recognition of the Dolby family’s donation, an installation at the Academy Museum dedicated to portraying Ray Dolby’s story, invitations to certain events, board membership at the Academy Foundation, Academy Museum membership rights, and other benefits.
Smithsonian Institution Donations
In September 2018, we agreed to make an in-kind donation to the Smithsonian Institution (the “Smithsonian”), for use in the National Museum of American History (the “Museum”), of certain audio/visual equipment and related services together having a retail value of up to approximately $2 million, including equipment for and refurbishment of an exhibition theatre in the Museum. In exchange for the donation, we are entitled to promotional benefits for a certain period of time, including our exclusive audio/video sponsorship of the Smithsonian, public recognition of our donation, access to the Museum space for events, and invitations to certain events. Contemporaneously, a charitable entity associated with the Dolby family agreed to donate $5 million in cash and/or marketable securities to the Smithsonian over time based on achievement of certain milestones, in exchange for certain benefits, including naming rights and public recognition of the Dolby family’s donation.
BAFTA Donations
In January 2020, we agreed to make an in-kind donation to the British Academy of Film and Television Arts (the “BAFTA”), for use in the redevelopment of the Princess Anne Theater at 195 Piccadilly in London (the “Theater”), of certain audio/visual equipment and related services together having a retail value of up to $930,000, including equipment and services following the Theater’s redevelopment. In exchange for this donation, we are entitled to receive certain benefits from BAFTA, including branding rights, exclusive audio/video sponsorship of the Theater, private use of the Theater under certain circumstances, and event tickets. Contemporaneously, the Dolby family agreed to make a donation to a BAFTA-affiliated organization of cash and/or marketable securities in the amount of $3.5 million, payable in installments based on the achievement of certain milestones, in exchange for certain benefits, including certain naming rights and event tickets.
30
EXECUTIVE OFFICERS
Our executive officers serve at the discretion of our Board. The names of our executive officers and their ages, titles, and biographies as of December 8, 2023, the record date for the Annual Meeting, are set forth below:
|
|
|
|
|
|
|
Executive Officers |
|
Age |
|
|
Position(s) |
Kevin Yeaman |
|
|
57 |
|
|
President and Chief Executive Officer |
Robert Park |
|
|
53 |
|
|
Senior Vice President and Chief Financial Officer |
Andy Sherman |
|
|
56 |
|
|
Executive Vice President, General Counsel and Corporate Secretary |
John Couling |
|
|
48 |
|
|
Senior Vice President, Entertainment |
Todd Pendleton |
|
|
51 |
|
|
Senior Vice President and Chief Marketing Officer |
Shriram Revankar |
|
|
61 |
|
|
Senior Vice President, Advanced Technology Group |
For Mr. Yeaman’s biography, please see the section titled “Proposal 1—Election of Directors—Information Regarding the Director Nominees and our Director Emeritus.”
Robert Park joined us as Senior Vice President and Chief Financial Officer in October 2021. Mr. Park leads the global finance organization and is responsible for all finance functions, information technology, and investor relations. Mr. Park has over 30 years of financial and strategic business experience. Prior to joining us, from April 2016 to October 2021, Mr. Park served as the Chief Financial Officer of BlueJeans, a cloud-based enterprise video conferencing and communications company. Prior to BlueJeans, Mr. Park held a variety of positions of increasing responsibility at multiple public and private companies. Mr. Park began his finance career with Ernst & Young LLP, an accounting firm, serving numerous clients across various industries. Mr. Park holds a B.S. degree in Business Administration with a concentration in accounting from California Polytechnic State University, San Luis Obispo.
Andy Sherman joined us as Executive Vice President, General Counsel and Corporate Secretary in January 2011. Mr. Sherman oversees Dolby’s patent and IP licensing businesses, government relations, and Dolby’s worldwide legal affairs, including all corporate, regulatory, IP, litigation, and licensing activities. Mr. Sherman also serves as the chair of the board of directors of Via Licensing Alliance, a leading global provider of multilateral patent licensing solutions. Prior to joining us, from June 2008 to January 2011, Mr. Sherman served as Senior Vice President and General Counsel at CBS Interactive, an online content network, where he led the legal group advising CBS’s online entertainment, mobile, technology, sports, news, games, lifestyle, and international business units. Mr. Sherman joined CBS Interactive following CBS’s acquisition of CNET Networks, an online content network, where from June 2007 to June 2008 he was Senior Vice President, General Counsel and Secretary. Before CNET, Mr. Sherman served as Vice President, Legal at Sybase, an enterprise software and services company, from November 2006 to May 2007, following Sybase’s acquisition of Mobile 365, where he was Vice President, General Counsel and Secretary. Prior to joining Mobile 365, he held senior legal positions with global responsibility at a variety of public technology companies including PeopleSoft and Epiphany. Earlier in his career, Mr. Sherman worked in private practice with Gray Cary Ware & Freidenrich (now DLA Piper), focusing on the representation of emerging technology companies. Mr. Sherman holds a J.D. from the University of the Pacific, as well as a B.S. degree from the University of Southern California. He is the executive sponsor of Mundo, Dolby’s employee network dedicated to the Hispanic members of the Dolby community.
John Couling joined us in 1997 and has held multiple leadership roles at the company, including most recently as Senior Vice President, Entertainment since October 2021 and previously as Senior Vice President, Commercial Partnerships from October 2016 through October 2021. In his current role, Mr. Couling oversees Dolby’s customer and partner relationships organization across the entertainment industry, leading sales, delivery, and integration of Dolby technologies and solutions into partners’ services and products. Mr. Couling holds a B.S. degree in astrophysics from the University of Bristol.
32
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Sep. 29, 2023 |
Sep. 30, 2022 |
Sep. 24, 2021 |
Pay vs Performance Disclosure |
|
|
|
Pay vs Performance Disclosure, Table |
As required by Item 402(v) of Regulation S-K, the following table provides certain information about the compensation for our Principal Executive Officer (“PEO”) and other individuals constituting our NEOs (“Non-PEO NEOs”) for our fiscal years 2023, 2022 and 2021. The table also provides information about certain financial performance measures of the company for the same fiscal years. For more information on our executive compensation program and decisions for our 2023 fiscal year, including our pay-for-performance orientation and how the Compensation Committee aligns executive compensation with the company’s performance, see “Compensation Discussion and Analysis” above. Pay Versus Performance Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 Investment Based on: (4) |
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total for PEO (1) |
|
|
Compensation Actually Paid to PEO (2) |
|
|
Average Summary Compensation Table Total for Non-PEO NEOs (3) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs (2) |
|
|
Company Total Shareholder Return (“TSR”) |
|
|
|
|
|
|
|
|
Company Selected Measure: Revenue (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
9,504,201 |
|
|
|
13,698,921 |
|
|
|
3,471,341 |
|
|
|
4,718,848 |
|
|
|
126.43 |
|
|
|
144.14 |
|
|
|
201 |
|
|
|
1,300 |
|
2022 |
|
|
9,407,217 |
|
|
|
27,520 |
|
|
|
3,559,881 |
|
|
|
971,483 |
|
|
|
102.50 |
|
|
|
124.78 |
|
|
|
184 |
|
|
|
1,254 |
|
2021 |
|
|
9,629,118 |
|
|
|
23,634,184 |
|
|
|
3,427,478 |
|
|
|
7,471,656 |
|
|
|
143.65 |
|
|
|
150.45 |
|
|
|
310 |
|
|
|
1,281 |
|
(1) |
Our PEO for each of the fiscal years shown in the table is Kevin Yeaman, our Chief Executive Officer. Amount reflects the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO for the corresponding fiscal year. |
(2) |
Amounts reflect the “compensation actually paid” (“CAP”) of our PEO, or the average of the CAP of our Non-PEO NEOs, for each fiscal year. CAP does not necessarily reflect amounts of compensation actually earned, realized, or received by our PEO or Non-PEO NEOs in each fiscal year. Rather, CAP is calculated starting with the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO or Non-PEO NEOs, as applicable, for each fiscal year (and averaged for our Non-PEO NEOs), as adjusted in accordance with the requirements of Item 402(v) of Regulation S-K. The following adjustments were made to the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO and the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
|
9,629,118 |
|
|
|
3,427,478 |
|
|
|
9,407,217 |
|
|
|
3,559,881 |
|
|
|
9,504,201 |
|
|
|
3,471,341 |
|
|
|
|
|
|
|
|
– grant date fair value of awards granted in fiscal year |
|
|
(7,714,820 |
) |
|
|
(2,469,032 |
) |
|
|
(8,118,208 |
) |
|
|
(2,952,358 |
) |
|
|
(7,623,406 |
) |
|
|
(2,557,474 |
) |
|
|
|
|
|
|
|
+ fair value of outstanding and unvested awards at fiscal year-end that were granted in fiscal year |
|
|
7,481,207 |
|
|
|
2,394,270 |
|
|
|
5,269,996 |
|
|
|
2,143,892 |
|
|
|
9,139,203 |
|
|
|
3,065,988 |
|
|
|
|
|
|
|
|
+/– change, from prior fiscal year-end, in fair value of awards granted in any prior fiscal year outstanding and unvested at fiscal year-end |
|
|
7,006,852 |
|
|
|
2,116,349 |
|
|
|
(5,222,155 |
) |
|
|
(640,264 |
) |
|
|
1,935,106 |
|
|
|
566,566 |
|
|
|
|
|
|
|
|
+/– change, from prior fiscal year-end, in fair value at vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at end of or during fiscal year |
|
|
7,231,826 |
|
|
|
2,002,591 |
|
|
|
(1,309,330 |
) |
|
|
(176,698 |
) |
|
|
743,817 |
|
|
|
172,427 |
|
|
|
|
|
|
|
|
– fair value at end of prior fiscal year of any awards granted in any prior fiscal year that failed to meet applicable vesting conditions during fiscal year |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(962,970 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
Compensation Actually Paid |
|
|
23,634,184 |
|
|
|
7,471,656 |
|
|
|
27,520 |
|
|
|
971,483 |
|
|
|
13,698,921 |
|
|
|
4,718,848 |
|
|
(a) |
No awards granted in any of the fiscal years shown vested in the fiscal year of grant. The company has not paid dividends or other earnings on unvested awards for the fiscal years shown, and the company does not sponsor any pension arrangements for any of the PEO and Non-PEO NEOs for the fiscal years shown. Accordingly, no adjustments were made for these items. |
(3) |
Amount reflects the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs for the corresponding fiscal year. Our Non-PEO NEOs for each of the fiscal years shown in the Pay Versus Performance Table are: |
|
|
|
2023: |
|
Robert Park, Andy Sherman, John Couling, and Todd Pendleton |
2022: |
|
Lewis Chew, Robert Park, Andy Sherman, John Couling, and Shriram Revankar |
2021: |
|
Lewis Chew, Andy Sherman, Giles Baker, and Todd Pendleton |
(4) |
The total shareholder return, or TSR, of each of the company and the Peer Group is calculated by assuming that an investment of $100 is made in our Class A common stock and in the S&P MidCap 400 Index (^MID) (“S&P 400 Index”), respectively, starting from the market close on September 25, 2020, which is the last trading day before our fiscal year 2021, through and including the end of the fiscal year shown. Total shareholder return includes reinvestment of dividends into shares of common stock of the applicable company. Historical stock performance is not necessarily indicative of future stock performance. Disclosure of the TSRs is required by Item 402(v) of Regulation S-K and is not intended to forecast or be indicative of possible future performance of our Class A common stock or the S&P 400 Index. |
(5) |
The Peer Group is based on the S&P 400 Index as also identified in the Stock Price Performance Graph included in our Annual Report on Form 10-K for our fiscal year 2023. |
(6) |
Amount reflects the company’s net income determined in accordance with U.S. generally accepted accounting principles (“GAAP”). |
(7) |
The “Company Selected Measure” is the company’s revenue determined in accordance with GAAP. For a discussion of how revenue is used to link executive compensation with the company’s performance, see “Compensation Discussion and Analysis” above. |
|
|
|
Company Selected Measure Name |
Revenue
|
|
|
Named Executive Officers, Footnote |
Our Non-PEO NEOs for each of the fiscal years shown in the Pay Versus Performance Table are:
|
|
|
2023: |
|
Robert Park, Andy Sherman, John Couling, and Todd Pendleton |
2022: |
|
Lewis Chew, Robert Park, Andy Sherman, John Couling, and Shriram Revankar |
2021: |
|
Lewis Chew, Andy Sherman, Giles Baker, and Todd Pendleton |
|
|
|
Peer Group Issuers, Footnote |
The Peer Group is based on the S&P 400 Index as also identified in the Stock Price Performance Graph included in our Annual Report on Form 10-K for our fiscal year 2023.
|
|
|
PEO Total Compensation Amount |
$ 9,504,201
|
$ 9,407,217
|
$ 9,629,118
|
PEO Actually Paid Compensation Amount |
$ 13,698,921
|
27,520
|
23,634,184
|
Adjustment To PEO Compensation, Footnote |
(2) |
Amounts reflect the “compensation actually paid” (“CAP”) of our PEO, or the average of the CAP of our Non-PEO NEOs, for each fiscal year. CAP does not necessarily reflect amounts of compensation actually earned, realized, or received by our PEO or Non-PEO NEOs in each fiscal year. Rather, CAP is calculated starting with the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO or Non-PEO NEOs, as applicable, for each fiscal year (and averaged for our Non-PEO NEOs), as adjusted in accordance with the requirements of Item 402(v) of Regulation S-K. The following adjustments were made to the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO and the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs: |
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|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
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|
Summary Compensation Table Total |
|
|
9,629,118 |
|
|
|
3,427,478 |
|
|
|
9,407,217 |
|
|
|
3,559,881 |
|
|
|
9,504,201 |
|
|
|
3,471,341 |
|
|
|
|
|
|
|
|
– grant date fair value of awards granted in fiscal year |
|
|
(7,714,820 |
) |
|
|
(2,469,032 |
) |
|
|
(8,118,208 |
) |
|
|
(2,952,358 |
) |
|
|
(7,623,406 |
) |
|
|
(2,557,474 |
) |
|
|
|
|
|
|
|
+ fair value of outstanding and unvested awards at fiscal year-end that were granted in fiscal year |
|
|
7,481,207 |
|
|
|
2,394,270 |
|
|
|
5,269,996 |
|
|
|
2,143,892 |
|
|
|
9,139,203 |
|
|
|
3,065,988 |
|
|
|
|
|
|
|
|
+/– change, from prior fiscal year-end, in fair value of awards granted in any prior fiscal year outstanding and unvested at fiscal year-end |
|
|
7,006,852 |
|
|
|
2,116,349 |
|
|
|
(5,222,155 |
) |
|
|
(640,264 |
) |
|
|
1,935,106 |
|
|
|
566,566 |
|
|
|
|
|
|
|
|
+/– change, from prior fiscal year-end, in fair value at vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at end of or during fiscal year |
|
|
7,231,826 |
|
|
|
2,002,591 |
|
|
|
(1,309,330 |
) |
|
|
(176,698 |
) |
|
|
743,817 |
|
|
|
172,427 |
|
|
|
|
|
|
|
|
– fair value at end of prior fiscal year of any awards granted in any prior fiscal year that failed to meet applicable vesting conditions during fiscal year |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(962,970 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
Compensation Actually Paid |
|
|
23,634,184 |
|
|
|
7,471,656 |
|
|
|
27,520 |
|
|
|
971,483 |
|
|
|
13,698,921 |
|
|
|
4,718,848 |
|
|
(a) |
No awards granted in any of the fiscal years shown vested in the fiscal year of grant. The company has not paid dividends or other earnings on unvested awards for the fiscal years shown, and the company does not sponsor any pension arrangements for any of the PEO and Non-PEO NEOs for the fiscal years shown. Accordingly, no adjustments were made for these items. |
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 3,471,341
|
3,559,881
|
3,427,478
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 4,718,848
|
971,483
|
7,471,656
|
Adjustment to Non-PEO NEO Compensation Footnote |
(2) |
Amounts reflect the “compensation actually paid” (“CAP”) of our PEO, or the average of the CAP of our Non-PEO NEOs, for each fiscal year. CAP does not necessarily reflect amounts of compensation actually earned, realized, or received by our PEO or Non-PEO NEOs in each fiscal year. Rather, CAP is calculated starting with the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO or Non-PEO NEOs, as applicable, for each fiscal year (and averaged for our Non-PEO NEOs), as adjusted in accordance with the requirements of Item 402(v) of Regulation S-K. The following adjustments were made to the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO and the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs: |
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
|
9,629,118 |
|
|
|
3,427,478 |
|
|
|
9,407,217 |
|
|
|
3,559,881 |
|
|
|
9,504,201 |
|
|
|
3,471,341 |
|
|
|
|
|
|
|
|
– grant date fair value of awards granted in fiscal year |
|
|
(7,714,820 |
) |
|
|
(2,469,032 |
) |
|
|
(8,118,208 |
) |
|
|
(2,952,358 |
) |
|
|
(7,623,406 |
) |
|
|
(2,557,474 |
) |
|
|
|
|
|
|
|
+ fair value of outstanding and unvested awards at fiscal year-end that were granted in fiscal year |
|
|
7,481,207 |
|
|
|
2,394,270 |
|
|
|
5,269,996 |
|
|
|
2,143,892 |
|
|
|
9,139,203 |
|
|
|
3,065,988 |
|
|
|
|
|
|
|
|
+/– change, from prior fiscal year-end, in fair value of awards granted in any prior fiscal year outstanding and unvested at fiscal year-end |
|
|
7,006,852 |
|
|
|
2,116,349 |
|
|
|
(5,222,155 |
) |
|
|
(640,264 |
) |
|
|
1,935,106 |
|
|
|
566,566 |
|
|
|
|
|
|
|
|
+/– change, from prior fiscal year-end, in fair value at vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at end of or during fiscal year |
|
|
7,231,826 |
|
|
|
2,002,591 |
|
|
|
(1,309,330 |
) |
|
|
(176,698 |
) |
|
|
743,817 |
|
|
|
172,427 |
|
|
|
|
|
|
|
|
– fair value at end of prior fiscal year of any awards granted in any prior fiscal year that failed to meet applicable vesting conditions during fiscal year |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
(962,970 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
Compensation Actually Paid |
|
|
23,634,184 |
|
|
|
7,471,656 |
|
|
|
27,520 |
|
|
|
971,483 |
|
|
|
13,698,921 |
|
|
|
4,718,848 |
|
|
(a) |
No awards granted in any of the fiscal years shown vested in the fiscal year of grant. The company has not paid dividends or other earnings on unvested awards for the fiscal years shown, and the company does not sponsor any pension arrangements for any of the PEO and Non-PEO NEOs for the fiscal years shown. Accordingly, no adjustments were made for these items. |
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|
Compensation Actually Paid vs. Total Shareholder Return |
Relationship Between Compensation Actually Paid and Total Shareholder Return The following graph shows the relationship between the CAP of our PEO and the average CAP of our Non-PEO NEOs, and the cumulative TSR for each of the company and the S&P 400 Index, over the three fiscal years as presented in the Pay Versus Performance Table above. The comparison of the TSRs is required by Item 402(v) of Regulation S-K and is not intended to forecast or be indicative of possible future performance of our Class A common stock or the S&P 400 Index. The company does not use absolute cumulative TSR as a company performance measure in its executive compensation program.
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|
Compensation Actually Paid vs. Net Income |
Relationship Between Compensation Actually Paid and Net Income The following graph shows the relationship between the CAP of our PEO and the average CAP of our Non-PEO NEOs, and the company’s GAAP net income over the three fiscal years as presented in the Pay Versus Performance Table above. The company does not use net income as a company performance measure in its executive compensation program.
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|
Compensation Actually Paid vs. Company Selected Measure |
Relationship Between Compensation Actually Paid and Revenue The following graph shows the relationship between the CAP of our PEO and the average CAP of our Non-PEO NEOs, and the Company Selected Measure, which is the company’s GAAP revenue, over the three fiscal years as presented in the Pay Versus Performance Table above. For a discussion of how revenue is used to link executive compensation with the company’s performance, see “Compensation Discussion and Analysis” above.
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|
Total Shareholder Return Vs Peer Group |
Relationship Between Compensation Actually Paid and Total Shareholder Return The following graph shows the relationship between the CAP of our PEO and the average CAP of our Non-PEO NEOs, and the cumulative TSR for each of the company and the S&P 400 Index, over the three fiscal years as presented in the Pay Versus Performance Table above. The comparison of the TSRs is required by Item 402(v) of Regulation S-K and is not intended to forecast or be indicative of possible future performance of our Class A common stock or the S&P 400 Index. The company does not use absolute cumulative TSR as a company performance measure in its executive compensation program.
|
|
|
Tabular List, Table |
Tabular List of Most Important Financial Performance Measures The following tabular list reflects the financial performance measures that in our assessment represent the most important company financial performance measures used for fiscal year 2023 to link the compensation paid to our NEOs to our performance. Most Important Financial Performance Measures
|
Revenue |
Non-GAAP Operating Income |
Relative TSR |
|
|
|
Total Shareholder Return Amount |
$ 126.43
|
102.5
|
143.65
|
Peer Group Total Shareholder Return Amount |
144.14
|
124.78
|
150.45
|
Net Income (Loss) |
$ 201,000,000
|
$ 184,000,000
|
$ 310,000,000
|
Company Selected Measure Amount |
1,300,000,000
|
1,254,000,000
|
1,281,000,000
|
PEO Name |
Kevin Yeaman
|
|
|
Measure:: 1 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Revenue
|
|
|
Non-GAAP Measure Description |
The “Company Selected Measure” is the company’s revenue determined in accordance with GAAP. For a discussion of how revenue is used to link executive compensation with the company’s performance, see “Compensation Discussion and Analysis” above.
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|
|
Measure:: 2 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Non-GAAP Operating Income
|
|
|
Measure:: 3 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Relative TSR
|
|
|
PEO | Grant date fair value of awards granted in fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
$ (7,623,406)
|
$ (8,118,208)
|
$ (7,714,820)
|
PEO | Fair value of outstanding and unvested awards at fiscal yearend that were granted in fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
9,139,203
|
5,269,996
|
7,481,207
|
PEO | Change, from prior fiscal yearend, in fair value of awards granted in any prior fiscal year outstanding and unvested at fiscal yearend [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
1,935,106
|
(5,222,155)
|
7,006,852
|
PEO | Change, from prior fiscal yearend, in fair value at vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at end of or during fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
743,817
|
(1,309,330)
|
7,231,826
|
PEO | Fair value at end of prior fiscal year of any awards granted in any prior fiscal year that failed to meet applicable vesting conditions during fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
Non-PEO NEO | Grant date fair value of awards granted in fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(2,557,474)
|
(2,952,358)
|
(2,469,032)
|
Non-PEO NEO | Fair value of outstanding and unvested awards at fiscal yearend that were granted in fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
3,065,988
|
2,143,892
|
2,394,270
|
Non-PEO NEO | Change, from prior fiscal yearend, in fair value of awards granted in any prior fiscal year outstanding and unvested at fiscal yearend [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
566,566
|
(640,264)
|
2,116,349
|
Non-PEO NEO | Change, from prior fiscal yearend, in fair value at vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at end of or during fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
172,427
|
(176,698)
|
2,002,591
|
Non-PEO NEO | Fair value at end of prior fiscal year of any awards granted in any prior fiscal year that failed to meet applicable vesting conditions during fiscal year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
$ 0
|
$ (962,970)
|
$ 0
|