The following table sets forth the CAP to our PEO and average of our Non-PEO NEOs, serving in such capacity, along with certain measures of Company performance in each of the four years ended December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020:
Summary | Average Summary |
| Average |
| Value of Initial Fixed | |||||||||||||||||||
Compensation | Compensation | Compensation | Compensation |
| $100 Investment Based on | |||||||||||||||||||
Table | Actually Paid | Table Total for | Actually Paid |
| Total Shareholder | Peer Group | ||||||||||||||||||
Total | to the | Non-PEO | to Non-PEO |
| Return | Total Shareholder | (in thousands) | |||||||||||||||||
Year | for PEO | PEO (1) (2) | NEOs | NEOs (1) (3) |
| (TSR) - POWI | Return (4) | Net Income | Net Revenues | |||||||||||||||
2023 | $ | 8,218,982 | $ | 6,836,603 | $ | 2,503,959 | $ | 2,415,342 |
| $ | 171.35 | $ | 238.72 | $ | 55,735 | $ | 444,538 | |||||||
2022 | $ | 7,015,329 | $ | (13,137,041) | $ | 1,737,581 | $ | (725,064) | $ | 148.28 | $ | 142.94 | $ | 170,851 | $ | 651,138 | ||||||||
2021 | $ | 6,564,685 | $ | 16,724,842 | $ | 1,784,763 | $ | 3,351,766 |
| $ | 190.35 | $ | 219.51 | $ | 164,413 | $ | 703,277 | |||||||
2020 | $ | 5,733,115 | $ | 23,622,794 | $ | 1,514,513 | $ | 4,824,198 |
| $ | 166.78 | $ | 153.66 | $ | 71,176 | $ | 488,318 | |||||||
| (1) | See supplemental disclosures below for adjustments made to arrive at CAP for PEO and Non-PEO NEOs. |
| (2) | For fiscal years 2023, 2022, 2021 and 2020, Balu Balakrishnan served as our President and Chief Executive officer. |
| (3) | For fiscal years 2023, Non-PEO NEOs were Sandeep Nayyar, Radu Barsan, Sunil Gupta and Yang Chiah Yee. For fiscal 2022 and 2021, Non-PEO NEOs were Sandeep Nayyar, Radu Barsan, Mike Matthews and Yang Chiah Yee. For fiscal year 2020, Non-PEO NEOs were Sandeep Nayyar, Radu Barsan, Mike Matthews and Ben Sutherland. |
| (4) | Peer Group TSR is based on Philadelphia Stock Exchange Semiconductor Sector Index (SOX) (the “Industry Index”). SOX is a market cap weighted index of 30 US-listed semiconductor companies. |
| (2) | For fiscal years 2023, 2022, 2021 and 2020, Balu Balakrishnan served as our President and Chief Executive officer. |
| (3) | For fiscal years 2023, Non-PEO NEOs were Sandeep Nayyar, Radu Barsan, Sunil Gupta and Yang Chiah Yee. For fiscal 2022 and 2021, Non-PEO NEOs were Sandeep Nayyar, Radu Barsan, Mike Matthews and Yang Chiah Yee. For fiscal year 2020, Non-PEO NEOs were Sandeep Nayyar, Radu Barsan, Mike Matthews and Ben Sutherland. |
| (4) | Peer Group TSR is based on Philadelphia Stock Exchange Semiconductor Sector Index (SOX) (the “Industry Index”). SOX is a market cap weighted index of 30 US-listed semiconductor companies. |
The below table shows the reconciliation between amounts reported in the Summary Compensation Table to arrive at CAP for our PEO.
Summary | Exclusion of | Exclusion of | Inclusion of | Inclusion of | Compensation | |||||||||||||
Compensation | Change in | Stock |
| Pension Service | Equity | Actually | ||||||||||||
Table Total for | Pension Value for | Awards for |
| Cost for | Values for | Paid to | ||||||||||||
Year |
| PEO |
| PEO |
| PEO |
| PEO | PEO (1) | PEO | ||||||||
2023 | $ | 8,218,982 | — | $ | 7,497,159 | — | $ | 6,114,780 | $ | 6,836,603 | ||||||||
2022 | $ | 7,015,329 | — | $ | 6,310,294 | — | $ | (13,842,076) | $ | (13,137,041) | ||||||||
2021 | $ | 6,564,685 | — | $ | 5,890,071 | — | $ | 16,050,228 | $ | 16,724,842 | ||||||||
2020 | $ | 5,733,115 | — | $ | 5,080,867 | — | $ | 22,970,546 | $ | 23,622,794 | ||||||||
| (1) | As calculated in table below for Total – Inclusion of Equity Values PEO. |
The below table shows the changes in fair value of equity awards as reported in Inclusion of Equity Values for our PEO above.
| Fair Value at | ||||||||||||||
Fair Value of | Change in Value | Change in Value |
| Last Day of | Total - | ||||||||||
Unvested Current Year | of Prior Year Awards | of Unvested Equity |
| Prior Year for Awards | Inclusion | ||||||||||
Awards at FYE | Vesting During the Year | from Prior Years |
| forfeited during FYE | of Equity Values | ||||||||||
Year |
| PEO |
| PEO |
| PEO |
| PEO | PEO | ||||||
2023 | $ | 3,894,839 | $ | 1,295,231 | $ | 924,710 | — | $ | 6,114,780 | ||||||
2022 | $ | 2,954,864 | $ | (1,405,458) | $ | (8,508,705) | $ | (6,882,777) | $ | (13,842,076) | |||||
2021 | $ | 10,403,680 | $ | 936,780 | $ | 4,709,768 | — | $ | 16,050,228 | ||||||
2020 | $ | 13,261,320 | $ | 204,564 | $ | 9,504,662 | — | $ | 22,970,546 | ||||||
The below table shows the reconciliation between amounts reported in the Summary Compensation Table to arrive at CAP on average for our Non-PEO NEOs.
Average | Average | Average | Average | Average | Average | |||||||||||||
Summary | Exclusion of | Exclusion of | Inclusion of | Inclusion of | Compensation | |||||||||||||
Compensation | Change in | Stock |
| Pension Service | Equity | Actually | ||||||||||||
Table Total | Pension Value for | Awards for |
| Cost for | Values for | Paid to | ||||||||||||
Year |
| Non-PEO NEOs |
| Non-PEO NEOs |
| Non-PEO NEOs |
| Non-PEO NEOs | Non-PEO NEOs (1) | Non-PEO NEOs | ||||||||
2023 | $ | 2,503,959 | — | $ | 2,080,893 | — | $ | 1,992,276 | $ | 2,415,342 | ||||||||
2022 | $ | 1,737,581 | — | $ | 1,325,853 | — | $ | (1,136,792) | $ | (725,064) | ||||||||
2021 | $ | 1,784,763 | — | $ | 1,415,573 | — | $ | 2,982,576 | $ | 3,351,766 | ||||||||
2020 | $ | 1,514,513 | — | $ | 1,145,772 | — | $ | 4,455,457 | $ | 4,824,198 | ||||||||
| (1) | As calculated in table below for Total - Average Inclusion of Equity Values Non-PEO NEOs. |
The below table shows the changes in fair value of equity as reported in Average Inclusion of Equity Values for Non-PEO NEOs above.
Average | |||||||||||||||
Average | Average | Average | Fair Value at | ||||||||||||
Fair Value of | Change in Value | Change in Value |
| Last Day of | Total - | ||||||||||
Unvested Current Year | of Prior Year Awards | of Unvested Equity |
| Prior Year for Awards | Average Inclusion | ||||||||||
Awards at FYE | Vesting During the Year | from Prior Years |
| forfeited during FYE | of Equity Values | ||||||||||
Year |
| Non-PEO NEOs |
| Non-PEO NEOs |
| Non-PEO NEOs |
| Non-PEO NEOs | Non-PEO NEOs | ||||||
2023 | $ | 1,539,065 | $ | 244,169 | $ | 209,042 | — | $ | 1,992,276 | ||||||
2022 | $ | 871,398 | $ | (272,164) | $ | (1,141,604) | $ | (594,422) | $ | (1,136,792) | |||||
2021 | $ | 2,148,662 | $ | 153,008 | $ | 680,906 | — | $ | 2,982,576 | ||||||
2020 | $ | 2,627,706 | $ | 48,406 | $ | 1,779,345 | — | $ | 4,455,457 | ||||||
The fair value of our equity awards is determined in accordance with the provisions of ASC 718-10, Stock Compensation. Time-vested restricted stock unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year end and as of each date of vest to reflect the change in fair value. Performance-based restricted stock unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance expectations as of year end and as of the date of vest to reflect the change in fair value.
The following graph shows the relationship between CAP and TSR for both the Company and Industry Index, as represented by the Philadelphia Stock Exchange Semiconductor Sector Index. TSR shows the cumulative total return on an investment of $100 in cash on December 31, 2019, through December 31, 2023, in our common stock and the Industry Index, assuming that all dividends were reinvested. The return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.
The following graph shows the relationship between CAP and Net Income:
The following graph shows the relationship between CAP and Net Revenues:
The following graph shows the relationship between CAP and TSR for both the Company and Industry Index, as represented by the Philadelphia Stock Exchange Semiconductor Sector Index. TSR shows the cumulative total return on an investment of $100 in cash on December 31, 2019, through December 31, 2023, in our common stock and the Industry Index, assuming that all dividends were reinvested. The return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.
The following are the Company’s three most important performance measures for determining NEO compensation for 2023:
2023 Performance Measures |
Net Revenues |
Non-GAAP Operating Income |
Relative Revenue (1) |
| (1) | Relative Revenue refers to the Company’s Revenue CAGRs as compared to the Revenue CAGR of the analog semiconductor industry over similar periods. See section “Mechanics of 2023 Performance-based Equity Incentive Awards” above for further details. |