Xilinx, Inc. (NASDAQ:XLNX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) Executive Incentive Plan for Fiscal Year 2018
On May 11, 2017, the Compensation Committee of the Board of
Directors (Compensation Committee) of Xilinx, Inc. (the
“Company”)approved the Companys Executive Incentive Plan for
fiscal 2018 (the 2018 Incentive Plan). The 2018 Incentive Plan is
designed to tie executive compensation to the executives
achievement of individual performance goals and the Companys
achievement of financial objectives. The 2018 Incentive Plan is
effective as of April 2, 2017.
Directors (Compensation Committee) of Xilinx, Inc. (the
“Company”)approved the Companys Executive Incentive Plan for
fiscal 2018 (the 2018 Incentive Plan). The 2018 Incentive Plan is
designed to tie executive compensation to the executives
achievement of individual performance goals and the Companys
achievement of financial objectives. The 2018 Incentive Plan is
effective as of April 2, 2017.
The 2018 Incentive Plan provides for a cash bonus calculated as a
percentage of the executive officers base salary. For fiscal 2018,
the bonus target for the Chief Executive Officer (CEO), Moshe N.
Gavrielov, is 150% of his base salary; the bonus target for the
Chief Operating Officer, Victor Peng, is 115% of his base salary;
the bonus target for executive vice presidents, Krishna Rangasayee
and Vincent L. Tong, is 50% of their respective base salaries; the
bonus target for senior vice president, Lorenzo A. Flores, is 80%
of his base salary; and the bonus target for all other Section 16
executive officers is 80% of their respective base salaries.
percentage of the executive officers base salary. For fiscal 2018,
the bonus target for the Chief Executive Officer (CEO), Moshe N.
Gavrielov, is 150% of his base salary; the bonus target for the
Chief Operating Officer, Victor Peng, is 115% of his base salary;
the bonus target for executive vice presidents, Krishna Rangasayee
and Vincent L. Tong, is 50% of their respective base salaries; the
bonus target for senior vice president, Lorenzo A. Flores, is 80%
of his base salary; and the bonus target for all other Section 16
executive officers is 80% of their respective base salaries.
Under the 2018 Incentive Plan, cash bonuses for the CEO and all
other executive officers are determined using three different
components, each with a different weighting. The three components
are: (1) the Companys revenue growth (the Growth Component),
weighted at 40%; (2) the Companys operating profit determined in
accordance with U.S. GAAP (the OP Component), weighted at 35%; and
(3) individual performance goals pertaining to each officers
position and responsibilities (the Individual Performance
Component), weighted at 25%. For all executive officers other than
the CEO, the OP Component and the Individual Performance Component
are paid on a semi-annual basis, and the Growth Component is paid
on an annual basis. For the CEO, the OP Component is paid on a
semi-annual basis, and the Individual Performance Component and the
Growth Component are paid on an annual basis. At the discretion of
the Compensation Committee, any extraordinary or one-time charges
may be excluded for purposes of calculating the cash bonuses under
the 2018 Incentive Plan.
other executive officers are determined using three different
components, each with a different weighting. The three components
are: (1) the Companys revenue growth (the Growth Component),
weighted at 40%; (2) the Companys operating profit determined in
accordance with U.S. GAAP (the OP Component), weighted at 35%; and
(3) individual performance goals pertaining to each officers
position and responsibilities (the Individual Performance
Component), weighted at 25%. For all executive officers other than
the CEO, the OP Component and the Individual Performance Component
are paid on a semi-annual basis, and the Growth Component is paid
on an annual basis. For the CEO, the OP Component is paid on a
semi-annual basis, and the Individual Performance Component and the
Growth Component are paid on an annual basis. At the discretion of
the Compensation Committee, any extraordinary or one-time charges
may be excluded for purposes of calculating the cash bonuses under
the 2018 Incentive Plan.
Growth Component
The Growth Component is designed to reward year-over-year revenue
growth. The Growth Component is subject to a minimum threshold for
any payout and a multiplier that increases the target payout
depending on Company performance. The Growth Component multiplier
is 10% if the minimum threshold is met, and 50% if the target is
met. If the target revenue growth percentage is met, the multiplier
increases by increments of 20% for each percentage increase in
revenue growth, and is capped at an annual maximum of 200%.
growth. The Growth Component is subject to a minimum threshold for
any payout and a multiplier that increases the target payout
depending on Company performance. The Growth Component multiplier
is 10% if the minimum threshold is met, and 50% if the target is
met. If the target revenue growth percentage is met, the multiplier
increases by increments of 20% for each percentage increase in
revenue growth, and is capped at an annual maximum of 200%.
OP Component>
The OP Component is determined by a formula which measures and
rewards improvements in the Companys operating profit. The OP
Component is subject to a minimum threshold for any payout and a
multiplier that increases the payout depending on Company
performance. For the OP Component, the minimum threshold of
operating profit percentage is subject to a multiplier of 10%, and
the multiplier increases to 50% when the target range of operating
profit percentage is met. Thereafter, the multiplier increases
until it is capped at a maximum of 200% for each semi-annual
measurement period.
rewards improvements in the Companys operating profit. The OP
Component is subject to a minimum threshold for any payout and a
multiplier that increases the payout depending on Company
performance. For the OP Component, the minimum threshold of
operating profit percentage is subject to a multiplier of 10%, and
the multiplier increases to 50% when the target range of operating
profit percentage is met. Thereafter, the multiplier increases
until it is capped at a maximum of 200% for each semi-annual
measurement period.
Individual Performance Component
For all executive officers other than the CEO, the Individual
Performance Component is based on a maximum of ten individual
performance goals per semi-annual performance period. The CEOs
Individual Performance Component is based on a maximum of ten
individual performance goals for the annual performance period. For
all executive officers, achievement of each goal is measured on a
scale of 0% achievement to 150% achievement. The threshold for any
payout of the Individual Performance Component is 50% overall
achievement, and the maximum performance is capped at 150%.
Performance Component is based on a maximum of ten individual
performance goals per semi-annual performance period. The CEOs
Individual Performance Component is based on a maximum of ten
individual performance goals for the annual performance period. For
all executive officers, achievement of each goal is measured on a
scale of 0% achievement to 150% achievement. The threshold for any
payout of the Individual Performance Component is 50% overall
achievement, and the maximum performance is capped at 150%.
Named Executive Officer Fiscal 2018 Salary and Bonus Target
During its meeting on May 11, 2017, the Compensation Committee also
approved changes in the bonus target and base salary for Messrs.
Tong and Flores. Following are the salary and bonus targets for
fiscal 2018 for the following named executive officers:
approved changes in the bonus target and base salary for Messrs.
Tong and Flores. Following are the salary and bonus targets for
fiscal 2018 for the following named executive officers:
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Named Executive Officer
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Fiscal 2018 Salary
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Fiscal 2018 Bonus Target
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Moshe N. Gavrielov
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$800,000
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150%
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Lorenzo A. Flores
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$415,000
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80%
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Victor Peng*
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$550,000
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115%
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Vincent L. Tong
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$440,000
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50%
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Krishna Rangasayee*
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$425,000
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50%
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*The base salaries and bonus targets for Messrs. Peng and
Rangasayee were approved by the Compensation Committee on April
10, 2017.
Named Executive Officer and New CFO Equity Grants
The Compensation Committee also approved performance-based
restricted stock unit (RSU) awards to the executive officers with
an effective grant date of July 3, 2017. The target number of
performance-based RSU awards is calculated by dividing a cash value
by the average closing share price of the Companys stock from April
1, 2017 to July 1, 2017, rounded up to the nearest 500th stock
unit. For fiscal 2018, the cash value for the CEO is $5,400,000;
for our CFO $900,000; for Victor Peng is $1,600,000; for Vincent L.
Tong is $1,250,000; and for Krishna Rangasayee is $1,250,000.
restricted stock unit (RSU) awards to the executive officers with
an effective grant date of July 3, 2017. The target number of
performance-based RSU awards is calculated by dividing a cash value
by the average closing share price of the Companys stock from April
1, 2017 to July 1, 2017, rounded up to the nearest 500th stock
unit. For fiscal 2018, the cash value for the CEO is $5,400,000;
for our CFO $900,000; for Victor Peng is $1,600,000; for Vincent L.
Tong is $1,250,000; and for Krishna Rangasayee is $1,250,000.
The performance-based RSUs have four performance-based metrics,
including 28nm revenue, 20nm/16nm revenue, technology leadership
and quality leadership. Following the end of fiscal 2018, the
performance metrics are evaluated and the degree of overall
achievement, between 0% and 185%, is determined. The number of
earned performance-based RSUs may increase with over achievement of
the applicable performance metrics, including up to a maximum of
185% of the target number of performance-based RSUs. Following
determination of the number of performance-based RSUs earned, the
RSUs actually awarded will be subject to time-based vesting in
three equal annual installments, starting one year from the date of
grant.
including 28nm revenue, 20nm/16nm revenue, technology leadership
and quality leadership. Following the end of fiscal 2018, the
performance metrics are evaluated and the degree of overall
achievement, between 0% and 185%, is determined. The number of
earned performance-based RSUs may increase with over achievement of
the applicable performance metrics, including up to a maximum of
185% of the target number of performance-based RSUs. Following
determination of the number of performance-based RSUs earned, the
RSUs actually awarded will be subject to time-based vesting in
three equal annual installments, starting one year from the date of
grant.
Additionally, as part of Mr. Gavrielov’s amended and restated
employment agreement and as previously disclosed in the Form 8-K
filed with the Securities and Exchange Commission (the “SEC”) on
April 12, 2017, the Compensation Committee approved a $10,000,000
time-based RSU award for Mr. Gavrielov with an effective date of
July 3, 2017. The number of time-based RSUs is calculated by
dividing $10,000,000 by the average closing share price of the
Companys stock from April 1, 2017 to July 1, 2017, rounded up to
the nearest 500th stock unit. The award vests according to the
terms of Mr. Gavrielov’s amended and restated employment
agreement, which is Exhibit 10.1 to the Form 8-K filed with the SEC
on April 12, 2017.
employment agreement and as previously disclosed in the Form 8-K
filed with the Securities and Exchange Commission (the “SEC”) on
April 12, 2017, the Compensation Committee approved a $10,000,000
time-based RSU award for Mr. Gavrielov with an effective date of
July 3, 2017. The number of time-based RSUs is calculated by
dividing $10,000,000 by the average closing share price of the
Companys stock from April 1, 2017 to July 1, 2017, rounded up to
the nearest 500th stock unit. The award vests according to the
terms of Mr. Gavrielov’s amended and restated employment
agreement, which is Exhibit 10.1 to the Form 8-K filed with the SEC
on April 12, 2017.
About Xilinx, Inc. (NASDAQ:XLNX)
Xilinx, Inc. (Xilinx) is engaged in designing and developing programmable devices and associated technologies. The Company’s programmable devices and associated technologies include integrated circuits (ICs) in the form of programmable logic devices (PLDs), including programmable System on Chips (SoCs) and three-dimensional ICs (3D ICs); software design tools to program the PLDs; targeted reference designs; printed circuit boards, and intellectual property (IP), which consists of Xilinx, and various third-party verification and IP cores. The Company provides design services, customer training, field engineering and technical support. Its PLDs include field programmable gate arrays (FPGAs), complex programmable logic devices (CPLDs) that its customers program to perform desired logic functions, and programmable SoCs, which combine (Advanced reduced instruction set computing (RISC) Machines (ARM)) processor-based systems with programmable logic in a single device. Xilinx, Inc. (NASDAQ:XLNX) Recent Trading Information
Xilinx, Inc. (NASDAQ:XLNX) closed its last trading session up +0.07 at 64.30 with 2,336,300 shares trading hands.