Monolithic Power Systems, Inc.
MONOLITHIC POWER SYSTEMS INC (Form: DEF 14A, Received: 04/28/2017 17:00:14)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant   ☒   

Filed by a Party other than the Registrant   ☐

 

Check the appropriate box:

 

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

 

MONOLITHIC POWER SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

  

n/a

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

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         Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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April 28, 2017

 

 

 

 

Dear Stockholder:

 

You are invited to attend the 2017 Annual Meeting of Stockholders of Monolithic Power Systems, Inc. to be held on Thursday, June 15, 2017, at 10:00 a.m., Pacific Daylight Time, at our corporate headquarters, 79 Great Oaks Boulevard, San Jose, CA 95119.

 

It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting in person. We continue using the Securities and Exchange Commission rule that permits companies to furnish proxy materials to stockholders over the Internet. If you are viewing the Proxy Statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Notice Regarding the Availability of Proxy Materials previously mailed to you and the instructions listed on the Internet site. If you have received a paper copy of the Proxy Statement and proxy card, you may grant a proxy to vote your shares by completing and mailing the proxy card enclosed with the Proxy Statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card.  If your shares are held in “street name,” which means shares held of record by a broker, bank, trust or other nominee, you should review the Notice Regarding the Availability of Proxy Materials or Proxy Statement and voting instruction form used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card, will ensure your shares are represented at the Annual Meeting.

 

Your vote is important, regardless of the number of shares that you own.

 

On behalf of the Board of Directors, I thank you for your participation. We look forward to seeing you on June 15, 2017.

 

 

  

Sincerely,

  

 

    
   

 

 

 

Michael Hsing

  

Chairman of the Board, President and Chief Executive Officer

 

 
 

 

 

MONOLITHIC POWER SYSTEMS, INC.

 


 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

To Be Held on June 15, 2017

 

 

 

To the Stockholders of Monolithic Power Systems, Inc.:

 
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Monolithic Power Systems, Inc. (the “Company”), a Delaware corporation, will be held on Thursday, June 15, 2017, at 10:00 a.m., Pacific Daylight Time, at the Company’s corporate headquarters at 79 Great Oaks Boulevard, San Jose, CA 95119, for the following purposes:

 

  

1.

To elect two Class I directors to serve for three-year terms until our annual meeting of stockholders in 2020 or until their respective successors are duly elected and qualified. The nominees for election to the Board of Directors are Victor K. Lee and James C. Moyer.

  

  

2.

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.

 

  

3.

To hold an advisory vote on the compensation of the Company’s named executive officers.

 

  4.

To hold an advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

  

  

5.

To transact such other business as may properly come before the meeting or any adjournment thereof.

 

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

 

Only stockholders of record at the close of business on April 18, 2017 are entitled to notice of and to vote at the meeting.

 

Your vote is important .  All stockholders are cordially invited to attend the meeting in person. However, to assure your representation at the meeting, we encourage you to submit your proxy as soon as possible using one of three convenient methods: (i) by accessing the Internet site described in this Proxy Statement or the voting instruction form provided to you; (ii) by calling the toll-free number described in this Proxy Statement or the voting instruction form provided to you; or (iii) by signing, dating and returning the enclosed proxy card or the instruction form provided to you. By submitting your proxy promptly, you will save the Company the expense of further proxy solicitation. Any stockholder of record attending the meeting may vote in person even if he or she has already returned a proxy.

 

  

By Order of the Board of Directors,

  

 
 

  

Saria Tseng

  

Vice President, Strategic Corporate Development,

General Counsel and Corporate Secretary

San Jose, California

April 28. 2017

 

 
 

 

 

 



 

 


 

 

MONOLITHIC POWER SYSTEMS, INC.

 

 

 

 

 

 


 

 

 

 

 

 

PROXY STATEMENT

FOR

2017 ANNUAL MEETING OF STOCKHOLDERS

 

 

 

 

 

 


 

 

 

 

 

 

INFORMATION CONCERNING SOLICITATION AND VOTING

 

 

 

 

  



 

 

 

 
 

 

 

Index

 

Page

General

1

Internet Availability of Proxy Materials

1

Record Date; Outstanding Shares

1

Procedure for Submitting Stockholder Proposals

1

Voting

2

Expenses of Solicitation

3

Quorum; Required Votes; Abstentions; Broker Non-Votes

3

Stockholder List

3

Proposal One

4

Classified Board of Directors; Nominees

4

Information Regarding Nominees and Other Directors

4

Director Independence 5

Director Qualifications

5

Board Leadership Structure

7

Board Oversight of Risk

7

Board Meetings and Committees

8

Nomination Process

8

Stockholder Communications

9

Attendance at Annual Meetings of Stockholders by the Board of Directors

9

Code of Ethics and Business Conduct

9

Director Voting Policy 

9

Director Compensation

9

Proposal Two

11

Audit and Other Fees

11

Pre-Approval of Audit and Non-Audit Services

11

Proposal Three

12

Proposal Four

13

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

14

Section 16(a) Beneficial Ownership Reporting Compliance

15

Certain Relationships and Related Transactions

15

EXECUTIVE OFFICER COMPENSATION

16

Compensation Discussion and Analysis

16

Compensation Committee Report

26

Compensation Committee Interlocks and Insider Participation

26

Compensation Risk Management

26

Summary Compensation Table

27

Grants of Plan-Based Awards for the Year Ended December 31, 2016

28

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards During the Year Ended December 31, 2016

28

Outstanding Equity Awards at 2016 Year-End

30

Option Exercises and Stock Vested

32

Potential Payments Upon Termination or Termination Upon Change in Control

32

Equity Compensation Plan Information

34

Audit Committee Report

35

Other Matters

36

Annexure A 37

 

 
 

 

 

General

 

This Proxy Statement is being furnished to holders of common stock, par value $0.001 per share (the “Common Stock”), of Monolithic Power Systems, Inc., a Delaware corporation (the “Company” or “MPS”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 15, 2017 at 10:00 a.m., Pacific Daylight Time, and at any adjournment or postponement thereof for the purpose of considering and acting upon the matters set forth herein.  The Annual Meeting will be held at our corporate headquarters located at 79 Great Oaks Boulevard, San Jose, CA 95119. The telephone number at that location is (408) 826-0600.

 

Internet Availability of Proxy Materials

 

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials to certain of our stockholders of record, and upon request, we will send a paper copy of the proxy materials and proxy card to other stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. Stockholders will have the ability to access the proxy materials on the website referred to in the notice or request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the notice and on the website referred to in the notice, including an option to request paper copies on an ongoing basis. We intend to make this Proxy Statement available on the Internet and to mail the notice, or to mail the Proxy Statement and proxy card, as applicable, on or about May 3, 2017 to all stockholders of record at the close of business on April 18, 2017 (the “Record Date”).

 

Record Date; Outstanding Shares

 

Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. These stockholders are entitled to cast one vote for each share of Common Stock held as of the Record Date on all matters properly submitted for the vote of stockholders at the Annual Meeting. On the Record Date, 41,249,905 shares of Common Stock were issued and outstanding. No shares of our Preferred Stock were issued and outstanding. For information regarding security ownership by management, directors, and beneficial owners of more than 5% of the Common Stock, see the section “Security Ownership of Certain Beneficial Owners and Management.”

 

Procedure for Submitting Stockholder Proposals

 

Requirements for stockholder proposals to be considered for inclusion in our proxy materials . Proposals of stockholders which are to be presented by such stockholders at our 2018 annual meeting of stockholders must meet the stockholder proposal requirements contained in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and must be received by us no later than January 3, 2018 in order that they may be included in the proxy statement and form of proxy relating to that meeting. Such stockholder proposals should be submitted to our principal executive office located at 79 Great Oaks Boulevard, San Jose, CA 95119, Attention: Corporate Secretary. No such stockholder proposals were received by us prior to the deadline for this year’s Annual Meeting.

  

Requirements for stockholder proposals to be brought before an annual meeting but not included in our proxy materials . If a stockholder wishes to present a proposal at our 2018 annual meeting, and the proposal is not intended to be included in our proxy statement relating to that meeting, the stockholder must give advance notice to us prior to the deadline for such meeting as determined in accordance with our Bylaws (which are attached as Exhibit 3.4 to our Form S-1/A Registration Statement filed with the SEC on November 15, 2004). Under our Bylaws, in order to be deemed properly presented, notice of proposed business must be delivered to or mailed and received by our Secretary at the principal executive offices not fewer than 90 or more than 120 calendar days before the one-year anniversary of the date on which we first mailed the proxy statement to stockholders in connection with the previous year’s annual meeting of stockholders (the “Notice Period”). As a result, the Notice Period for our 2018 annual meeting will begin on January 3, 2018 and end on February 2, 2018.  However, in the event the date of the 2018 annual meeting will be changed by more than 30 days from the date of this year’s meeting, notice by the stockholder to be timely must be so received not later than the close of business on the later of: (1) 90 calendar days in advance of the 2018 annual meeting and (2) 10 calendar days following the date on which public announcement of the date of the 2018 annual meeting is first made. A stockholder’s notice to our Secretary shall set forth as to each matter the stockholder proposes to bring before the 2018 annual meeting: (a) a brief description of the business desired to be brought before the 2018 annual meeting and the reasons for conducting such business at the 2018 annual meeting, (b) the name and address, as they appear on our books, of the stockholder proposing such business, (c) the class and number of shares of Common Stock that are beneficially owned by the stockholder, (d) any material interest of the stockholder in such business, and (e) any other information that is required to be provided by the stockholder pursuant to Regulation 14A of the 1934 Act, in his or her capacity as a proponent to a stockholder proposal. If a stockholder gives notice of such a proposal after the Notice Period, the stockholder will not be permitted to present the proposal to the stockholders for a vote at the 2018 annual meeting.

 

 
1

 

   

Voting

 

Voting prior to the Annual Meeting . If you are the record holder of your stock, you have three options for submitting your votes prior to the Annual Meeting:

 

 

by following the instructions for Internet voting printed on your proxy card;

 

 

by using the telephone number printed on your proxy card; or

 

 

by completing the enclosed proxy card, signing and dating it and mailing it in the enclosed postage-prepaid envelope.

  

If you have Internet access, we encourage you to record your vote on the Internet. It is convenient, and it saves us significant postage and processing costs. In addition, when voting via the Internet or by telephone prior to the meeting date, your vote is recorded immediately, and there is no risk that postal delays will cause your vote to arrive late, and therefore not be counted. All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual Meeting, and not revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxy cards.  If no instructions are indicated on a properly executed proxy card, the shares represented by that proxy card will be voted as recommended by the Board. If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxies in the enclosed proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any matters other than the proposals described herein will be raised at the Annual Meeting.  If your shares are held in a stock brokerage account or by a bank, trust or other nominee, you will receive a notice from your broker, bank, trust or other nominee that includes instructions on how to vote your shares.  Your broker, bank, trust or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to submit your voting instructions by telephone.

 

YOUR VOTE IS IMPORTANT .  You should submit your proxy even if you plan to attend the Annual Meeting.

 

Voting by attending the Annual Meeting . A stockholder of record may also vote his or her shares in person at the Annual Meeting.  A stockholder planning to attend the Annual Meeting should bring proof of identification for entrance to the Annual Meeting. If a stockholder attends the Annual Meeting, he or she may also submit his or her vote in person, and any previous votes that were submitted by the stockholder, whether by Internet, telephone or mail, will be superseded by the vote that such stockholder casts at the Annual Meeting. If you wish to attend the Annual Meeting in person but you hold your shares through someone else, such as a broker, you must bring proof of your ownership to the Annual Meeting. For example, you could bring an account statement showing that you beneficially owned shares of our Common Stock as of the Record Date as acceptable proof of ownership. You must also contact your broker and follow its instructions in order to vote your shares at the Annual Meeting. You may not vote your shares at the Annual Meeting unless you have first followed the procedures outlined by your broker.

 

Changing vote; revocability of proxy . Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted at the Annual Meeting. Proxies may be revoked by:

 

 

filing a written notice of revocation bearing a later date than the previously submitted proxy which is received by our Secretary at or before the taking of the vote at the Annual Meeting;

 

 

duly executing a later dated proxy relating to the same shares and delivering it to our Secretary at or before the taking of the vote at the Annual Meeting;

 

 

submitting another proxy by telephone or via the Internet (your latest telephone or Internet voting instructions are followed); or

 

 

attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a previously submitted proxy).

 

Any written notice of revocation or subsequent proxy card must be received by our Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Secretary or should be sent so as to be delivered to Monolithic Power Systems, Inc., 79 Great Oaks Boulevard, San Jose, CA 95119, Attention: Corporate Secretary, prior to the date of the Annual Meeting.

 

If you hold your shares through a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or other nominee.

 

 
2

 

 

Expenses of Solicitation

 

We will bear all expenses of this solicitation, including the cost of preparing and mailing this solicitation material.  We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners.  Our directors, officers and employees may also solicit proxies in person or by telephone, letter, e-mail or other means of communication. Such directors, officers and employees will not be additionally compensated, but they may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. Our costs for such services would be approximately $10,000.

 

Quorum; Required Votes; Abstentions; Broker Non-Votes

     

Holders of a majority of the outstanding shares entitled to vote must be present at the Annual Meeting in order to have the required quorum for the transaction of business.  Stockholders are counted as present at the meeting if they: (1) are present in person or (2) have properly submitted a proxy card by mail or voted by telephone or by using the Internet.  If the shares present at the Annual Meeting do not constitute the required quorum, the Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.

 

The required votes to approve the proposals to be considered at this Annual Meeting are as follows:

 

 

The affirmative vote of a plurality of the votes duly cast is required for the election of directors. As further described in Proposal One below, any nominee for director who receives a greater number of votes “Withheld” from his or her election than votes “For” his or her election will promptly tender his or her resignation to the Board following certification of the election results.

 

 

The affirmative vote of a majority of the shares of stock entitled to vote thereon which are present in person or represented by proxy at the Annual Meeting is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.

 

 

The affirmative vote of a majority of the shares of stock entitled to vote thereon which are present in person or represented by proxy at the Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers.  While this vote is advisory and not binding on us or our Board, the Board and Compensation Committee intend to take into account the outcome of the vote when considering future executive compensation arrangements.

 

 

The affirmative vote of a majority of the shares of stock entitled to vote thereon which are present in person or represented by proxy at the Annual Meeting is required to recommend, on an advisory basis, the frequency of future advisory votes on compensation of our named executive officers.  With respect to this item, if none of the frequency alternatives (every year, every two years or every three years) receives a majority vote, we will consider the frequency that receives the highest number of votes by stockholders to be the frequency that has been selected by stockholders. However, because this vote is advisory and not binding on us or our Board, the Board and the Compensation Committee may decide that it is in our and our stockholders’ best interests to hold an advisory vote on executive compensation more or less frequently than the alternative approved by our stockholders.

 

Under the General Corporation Law of the State of Delaware, both abstaining votes and broker non-votes are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting. An abstaining vote is not counted as a vote cast for the election of directors, but has the same effect as a vote cast against proposals requiring approval by a majority of the shares of stock entitled to vote thereon which are present in person or represented by proxy at the Annual Meeting, such as the ratification of our independent registered public accounting firm. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.  A broker non-vote is not counted as a vote cast for the election of directors or as being present and entitled to vote for proposals requiring approval by a majority of the shares of stock entitled to vote thereon which are present in person or represented by proxy at the Annual Meeting and, therefore, does not have the effect of a vote against such proposals. For purposes of ratifying our independent registered public accounting firm, brokers have discretionary authority to vote.

 

Stockholder List

 

A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting during ordinary business hours at our corporate headquarters located at 79 Great Oaks Boulevard, San Jose, CA 95119 for the ten days prior to the Annual Meeting, and also at the Annual Meeting.

 

 
3

 

   

PROPOSAL ONE

 

ELECTION OF DIRECTORS

 

Classified Board of Directors; Nominees

 

The Board currently consists of six members.   Under our certificate of incorporation and bylaws, the Board has the authority to set the number of directors from time to time by resolution. In addition, our certificate of incorporation provides for a classified Board consisting of three classes of directors, each serving staggered three-year terms.  As a result, a portion of the Board will be elected each year for three-year terms.

 

Two Class I directors are to be elected to the Board at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Board’s nominees , Victor K. Lee and James C. Moyer . Mr. Lee and Mr. Moyer are standing for re-election to the Board. Each person nominated for election has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unavailable or will decline to serve. In the event, however, that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the current Board to fill the vacancy. The term of office of each person elected as a Class I director will continue for three years until his successor has been duly elected and qualified.  If elected, the term for Mr. Lee and Mr. Moyer will expire at the 2020 annual meeting.

 

Our directors are elected by a “plurality” vote. The nominees for each of the two Board seats to be voted on at the Annual Meeting receiving the greatest number of votes cast will be elected. Abstentions and shares held by brokers that are not voted in the election of directors will have no effect. In addition, we have adopted a corporate governance policy requiring each director nominee to submit a resignation letter if more “Withheld” than “For” votes are received. See the section “Director Voting Policy” for more details on this policy.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION TO THE BOARD OF EACH OF THE PROPOSED NOMINEES.

 

Information Regarding Nominees and Other Directors

 

The following table summarizes certain information regarding the nominees and other directors:

 

Name

 

Age

 

Director

Since

 

Principal Role

Michael Hsing

 

57

 

1997

 

Chairman of the Board, President and Chief Executive Officer

Herbert Chang (1)(2)(3)

 

55

 

1999

 

Lead director

Eugen Elmiger (1)(3)

 

53

 

2012

 

Director

Victor K. Lee (2)

 

60

 

2006

 

Director / Nominee

James C. Moyer

 

74

 

1998

 

Director / Nominee

Karen A. Smith Bogart (4)

 

60

 

2007

 

Former director

Jeff Zhou (1)(2)

 

62

 

2010

 

Director

____________________ 

(1)     Member of the Compensation Committee.

(2)     Member of the Audit Committee.

(3)     Member of the Nominating and Governance Committee.

(4)     Dr. Smith Bogart resigned from the Board of Directors in July 2016.

 

  Nominees for Class I Directors Whose Terms Will Expire in 2017

 

Victor K. Lee has served on our Board since September 2006. Mr. Lee served as Chief Financial Officer of Ambarella, Inc., a fabless semiconductor company from August 2007 to March 2011. From December 2002 through June 2007, Mr. Lee served as Chief Financial Officer and Secretary of Leadis Technology Inc., a fabless semiconductor company. From December 1999 to January 2001, Mr. Lee served as the Chief Financial Officer and Secretary of SINA Corporation, an Internet media company. From September 1998 to August 1999, Mr. Lee was the Vice President and Acting Chief Financial Officer of VLSI Technology, Inc., a semiconductor manufacturer, and from 1997 to 1998, Vice President, Corporate Controller of VLSI Technology, Inc. From 1989 to 1997, Mr. Lee was a finance director at Advanced Micro Devices, Inc. Mr. Lee holds a B.S. in Industrial Engineering and Operations Research and an M.B.A. from the University of California, Berkeley.

 

James C. Moyer has served on our Board since October 1998 and served as our Chief Design Engineer from September 1997 to January 2016. Before joining MPS, from June 1990 to September 1997, Mr. Moyer held senior technical positions at Micrel, Inc. Prior to that, Mr. Moyer held senior design engineering positions at Hytek Microsystems Inc., National Semiconductor Corporation, and Texas Instruments Inc. Mr. Moyer holds a B.A.E.E. from Rice University. 

 

 
4

 

   

Incumbent Class II Director Whose Term Will Expire in 2018

 

Dr. Jeff Zhou has served on our Board since February 2010. Dr. Zhou currently serves as Chief Executive Officer of MiaSolé , which develops thin film solar technology, a position he has held since 2013.  Dr. Zhou also served as Executive Chairman of Alta Devices, a developer of flexible mobile power technology, from 2014 to 2015. Before joining MiaSolé , Dr. Zhou was President of Hanergy Holding America, Inc., a developer and operator of solar power plants, from 2012 to 2013. Dr. Zhou was Vice President of Product Engineering of Nanosolar, Inc., a developer of solar power technology, from 2011 to 2012. Dr. Zhou was Chief Operating Officer at NDS Surgical Imaging, a medical imaging technology company, during 2010. From 2008 to 2009, Dr. Zhou was Vice President of Global Engineering and General Manager of Asia Pacific Business at NDS Surgical Imaging.  From 2005 to 2007, Dr. Zhou was Vice President of Engineering for several business divisions and General Manager of the China and India Design Centers at Flextronics Inc. From 2000 to 2005, Dr. Zhou was Vice President and General Manager of several divisions at Honeywell International Inc. Dr. Zhou holds a Ph.D. degree in Electrical Engineering from the University of Florida.

 

Incumbent Class III Directors Whose Term Will Expire in 2019

 

Michael Hsing  has served on our Board and as our President and Chief Executive Officer since founding MPS in August 1997. Prior to founding MPS, Mr. Hsing was a Senior Silicon Technology Developer at several analog integrated circuits (“IC”) companies, where he developed and patented key technologies, which set new standards in the power electronics industry. Mr. Hsing is an inventor on numerous patents related to the process development of bipolar mixed-signal semiconductor manufacturing. Mr. Hsing holds a B.S.E.E. from the University of Florida.

 

Herbert Chang has served on our Board since September 1999. Mr. Chang has been the President of InveStar Capital, Inc. since April 1996, Chief Executive Officer of C Squared Management Corporation since April 2004, and is currently a Managing Member of Growstar Associates, Ltd., which is the General Partner and the Fund Manager of VCFA Growth Partners, L.P. Mr. Chang’s companies focus on investing in companies in the semiconductor, telecommunications, networking, software, and/or Internet industries. Mr. Chang serves on the board of directors of a number of private companies. Mr. Chang received a B.S. in geology from National Taiwan University and an M.B.A. from National Chiao Tung University in Taiwan.

 

Eugen Elmiger has served on our Board since October 2012.  Mr. Elmiger currently serves as Chief Executive Officer of Maxon group, a leading advanced motion company, a position that he has held since January 2011.  From 1991 to 2011, Mr. Elmiger held senior executive positions in the sales, marketing and engineering divisions of Maxon motor. Mr. Elmiger holds a B.S. in Electrical Engineering from the Lucerne (Horw) University of Applied Science and Art.

 

There is no family relationship among any of our executive officers, directors and nominees.

 

Director Independence

 

The Board has determined that each of Herbert Chang, Eugen Elmiger, Victor K. Lee and Jeff Zhou are “independent” under the applicable listing standards of The NASDAQ Stock Market.

 

Director Qualifications

 

Our Board includes six members who are well-qualified to serve on the Board and represent our stockholders’ best interests. Our Board consists of directors who have the following characteristics:

 

 

1.

Possess a professional background that would enable the development of a deep understanding of our business;


 

2. 

Bring diversity to the Board through their experiences in various industries, both domestically and internationally;

 

3. 

Are independent thinkers and work well together;


 

4. 

Have the ability to embrace our values and culture;


 

5. 

Have high ethical standards;


 

6. 

Possess sound business judgment and acumen; and


 

7. 

Are willing to commit their time and resources necessary for the Board to effectively fulfill its responsibilities.

 

We believe that each of the director nominees and the rest of the directors possess these attributes. In addition, the directors bring to the Board a breadth of experience, including extensive financial and accounting expertise, public company board experience, knowledge of the semiconductor business and technology, broad global experience, and extensive operational and strategic planning experience in complex, high-growth global companies.

 

 
5

 

 

The following describes the key qualifications, business skills, experience and perspectives that each of our directors and director nominees brings to the Board, in addition to the general qualifications described above and described in their individual biographies:

 

Michael Hsing:

Mr. Hsing, the co-founder of MPS, is a visionary in power management technology as well as a strong leader, motivator and successful entrepreneur. Mr. Hsing provides the Board with valuable insight into management’s perspective with respect to our operations, and he provides the Board with the most comprehensive view of our operational history. Under his leadership, we have experienced significant revenue growth and have been highly profitable. Since our initial public offering in 2004, stockholder value measured by market capitalization has increased significantly. Having worked in the semiconductor industry for over 30 years, Mr. Hsing’s experience and insight enable him to understand how to control costs effectively and maximize our technology advantages, which has helped to fuel our growth and created value for our stockholders. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Hsing should serve as a director of MPS.

 

 

Herbert Chang:

Mr. Chang has been a member of the Board since 1999, which gives him significant knowledge of our recent experiences and history. We also continue to benefit from the broad experience gained by Mr. Chang through his numerous successful investments in both public and private high-technology companies. Mr. Chang has served on several boards of the companies in which he has invested, which has given him significant leadership and oversight experience. In addition, through these board and investor responsibilities, Mr. Chang has developed a deep knowledge of our industry, our operations, and the accompanying complex financial transactions and controls necessary for us to succeed. Mr. Chang’s financial expertise has also helped the Board analyze significant complex financial transactions that we have considered from time to time. Mr. Chang also has very relevant international experience based on his educational background and work experience in the countries where we do business. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Chang should serve as a director of MPS.

 

 

Eugen Elmiger

Mr. Elmiger is a seasoned business executive with over 30 years of experience, including extensive international marketing, sales and product management expertise, executive board experience, knowledge of high-tech component business and technology, broad global experience and operational and strategic planning experience in complex, high-growth global companies. This experience allows him to contribute his valuable executive leadership talent and understanding of international business to Board deliberations. His industrial, medical and automotive background is a valuable asset to the Board as we expand our business in these markets. Mr. Elmiger’s appointment to the Board also allows him to bring a new perspective, new ideas and outlooks to the Board. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Elmiger should serve as a director of MPS.

 

Victor K. Lee:

Mr. Lee is the audit committee financial expert on the Audit Committee of the Board. He has been the Chief Financial Officer at several public and private companies, and has worked in the semiconductor industry for over 30 years. Mr. Lee is familiar with not only the inner workings of the industry, but also has intimate knowledge of the financial issues that semiconductor companies often face. His experience has allowed him to understand the broad issues, in particular those affecting the financial and accounting aspects of our business, that the Board must consider and to make sound recommendations to management and the Board. Mr. Lee also provides the Board with valuable insight into financial management, disclosure issues and tax matters relevant to our business. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Lee should serve as a director of MPS.

   

James C. Moyer:

 

 

 

 

Mr. Moyer is a technical expert in the design of analog semiconductors. As co-founder of MPS, Mr. Moyer is intimately familiar with us and our products. Mr. Moyer brings insight to the Board because of his cumulative experience gained as an engineer and technical leader in the semiconductor industry. This experience gives him a highly developed understanding of the needs and requirements of the analog market for our complex products and allows him as a director to lead us in the right direction in terms of strategy and business approach. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Moyer should serve as a director of MPS.

 

 

Dr. Jeff Zhou:

Dr. Zhou is a senior business executive with over 30 years of industry experience at large, multi-national corporations with global footprints. Dr. Zhou has an extensive background in the global manufacturing and electronics industry. This experience allows him to contribute his valuable executive leadership talent and understanding of international business to Board deliberations. Dr. Zhou’s appointment to the Board also allows him to bring a new perspective, new ideas and new outlooks to the Board. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Dr. Zhou should serve as a director of MPS.

 

 
6

 

   

Board Leadership Structure

 

The Board currently consists of six members, four of which the Board has determined are independent. The Board has designated one of the independent directors, Mr. Chang, as the Lead Director because our President and Chief Executive Officer, Mr. Hsing, also serves as the Chairman of the Board. We believe that the number of independent, experienced directors that make up our Board, along with the independent oversight of our Lead Director, benefits us and our stockholders by providing a counterbalance to the management perspective provided by Mr. Hsing during Board deliberations. 

 

We recognize that different board leadership structures may be appropriate for different companies. We believe that our current Board leadership structure is optimal for us. Our leadership structure demonstrates to our employees, suppliers, customers and other stakeholders that we are governed by strong, balanced leadership, with a single person setting the tone for the Board and management and having primary responsibility for managing our day-to-day operations. This message is increasingly important as we continue to seek to achieve business success through new product releases and gaining market share in our industry. At the same time, our leadership structure sends the message that we also value strong, independent oversight of our management operations and decisions in the form of our Lead Director. Further, having a single leader for both MPS and the Board eliminates the potential for strategic misalignment or duplication of efforts, and provides clear leadership for us.

 

As discussed above, the positions of Chairman of the Board and President and Chief Executive Officer are held by Mr. Hsing, and the Board has appointed a Lead Director, Mr. Herbert Chang.  Mr. Chang’s roles and responsibilities as the Lead Director include:

 

 

1. 

Reviewing meeting agendas, schedules, and information sent to the Board;


 

2. 

Retaining independent advisors on behalf of the Board, or committees, as the Board may determine is necessary or appropriate;


 

3. 

Ensuring personal availability for consultation and communication with independent directors and with the Chairman of the Board, as appropriate;


 

4. 

Performing such other functions as the independent directors may designate from time to time;


 

5. 

Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;


 

6. 

Serving as liaison between the Chairman and independent directors;


 

7. 

Calling meetings of independent directors; and


 

8. 

Ensuring that the Board is at least two-thirds independent and that key committees are independent.

 

Our independent directors meet in executive session during a portion of every regularly scheduled Board meeting, and otherwise as needed. Our Lead Director presides over meetings of our independent directors and we believe that these meetings help to ensure an appropriate level of independent scrutiny of the functioning of the Board. 

 

Board Oversight of Risk

 

The Board is primarily responsible for the oversight of risks that could affect MPS. Our senior management team, which conducts our day-to-day risk management, is responsible for assisting the Board with its risk oversight function.  This oversight is conducted principally through committees of the Board, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees, but the full Board has retained responsibility for general oversight of risk. The Board satisfies its responsibility by requiring each committee chair to regularly report regarding the committee’s considerations and actions, as well as by requiring officers responsible for oversight of particular risks within MPS to submit regular reports. As these reports are submitted independent of review by Mr. Hsing, our President and Chief Executive Officer and the Chairman of the Board, the Board believes that its conduct of its risk oversight function has no impact on the Board’s leadership structure other than to reinforce the involvement of the Board in ongoing management of MPS.

 

In addition to requiring regular reporting from committees and officers, the Board also hears from third-party advisors in order to maintain oversight of risks that could affect us, including our independent auditors, outside counsel, compensation consultants and others. These advisors are consulted on a periodic basis and as particular issues arise in order to provide the Board with the benefit of independent expert advice and insights on specific risk-related matters.

 

At its regularly scheduled meetings, the Board also receives management updates on the business, including operational issues, financial results, and business outlook and strategy.

 

 
7

 

 

Our Audit Committee also assists the full Board in its oversight of risk by discussing with management our compliance with legal and regulatory requirements, our policies with respect to risk assessment and management of risks that may affect us, and our system of disclosure control and system of controls over financial reporting.  Risks related to our company-wide compensation programs are reviewed by our Compensation Committee. For more information on the Compensation Committee’s compensation risk assessment, see the section “Executive Officer Compensation – Compensation Risk Management.” Our Nominating and Governance Committee provides compliance oversight and reports to the full Board on compliance and makes recommendations to our Board on corporate governance matters, including director nominees, the determination of director independence, and board and committee structure and membership.

 

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing us and that the Board leadership structure supports this approach.

 

Board Meetings and Committees

 

The Board held a total of four meetings during 2016, and all directors attended at least 75% of the meetings of the Board and the committees upon which such director served.

 

Audit Committee. The Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the 1934 Act, which currently consists of three members: Herbert Chang, Victor K. Lee and Jeff Zhou. Mr. Lee is the chairman of the Audit Committee. This committee oversees our financial reporting process and procedures, is responsible for the appointment and terms of engagement of our independent registered public accounting firm, reviews and approves our financial statements, and coordinates and approves the activities of our independent registered public accounting firm. The Board has determined that Mr. Lee is an “audit committee financial expert,” as defined under the rules of the SEC, and all members of the Audit Committee are “independent” in accordance with the applicable SEC regulations and the applicable listing standards of NASDAQ. The Audit Committee held four meetings during 2016. The Audit Committee acts pursuant to a written charter adopted by the Board, which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com by clicking on the name of the applicable committee.  

 

Compensation Committee. The Board has designated a Compensation Committee consisting of three members: Herbert Chang, Eugen Elmiger and Jeff Zhou. Mr. Zhou is the chairman of the Compensation Committee. This committee is responsible for providing oversight of our compensation policies, plans and benefits programs and assisting the Board in discharging its responsibilities relating to (a) oversight of the compensation of our Chief Executive Officer and other executive officers, and (b) approving and evaluating the executive officer compensation plans, policies and programs of MPS. The committee also assists the Board in administering our stock plans and employee stock purchase plan. All members of the Compensation Committee are “independent” in accordance with the applicable listing standards of NASDAQ. The Compensation Committee held four meetings during 2016. The Compensation Committee acts pursuant to a written charter adopted by the Board, which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com.

 

Nominating and Governance Committee. The Board has designated a Nominating and Governance Committee consisting of two members: Herbert Chang and Eugen Elmiger.  Mr. Elmiger is the chairman of the Nominating and Governance Committee.  This committee is responsible for the development of general criteria regarding the qualifications and selection of Board members, recommending candidates for election to the Board, developing overall governance guidelines and overseeing the overall performance of the Board. All members of the Nominating and Governance Committee are “independent” in accordance with the applicable listing standards of NASDAQ. The Nominating and Governance Committee held three meetings in 2016. The Nominating and Governance Committee acts pursuant to a written charter adopted by the Board, which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com.

 

The information contained on our website is not intended to be part of this Proxy Statement and is not incorporated by reference into this Proxy Statement.

 

Nomination Process

 

The Board has adopted guidelines for the identification, evaluation and nomination of candidates for director. The Nominating and Governance Committee considers the suitability of each candidate, including any candidates recommended by stockholders holding at least 5% of the outstanding shares of our voting securities continuously for at least 12 months prior to the date of the submission of the recommendation for nomination. If the Nominating and Governance Committee wishes to identify new independent director candidates for Board membership, it is authorized to retain and approve fees of third party executive search firms to help identify prospective director nominees.  Our policy on board diversity relates to the selection of nominees for the Board. Our policy provides that while creating a Board with a variety of experiences and viewpoints should always be considered by the Nominating and Governance Committee when considering director nominees, a director nominee should neither be chosen nor excluded because of race, color, gender, national origin or sexual orientation or identity. Instead, in selecting a director nominee, the Nominating and Governance Committee focuses on skills, expertise or background that would complement the existing Board, recognizing that our businesses and operations are diverse and global in nature. While there are no specific minimum qualifications for director nominees, the ideal candidate should (a) exhibit independence, integrity, and qualifications that will increase overall Board effectiveness, and (b) meet other requirements as may be required by applicable rules, such as financial literacy or expertise for audit committee members. The Nominating and Governance Committee uses the same process for evaluating all nominees, regardless of the original source of the nomination.  After completing its review and evaluation of director candidates, the Nominating and Governance Committee recommends to the Board the director nominees for selection. 

 

 
8

 

   

A stockholder that desires to recommend a candidate for election to the Board should direct such recommendation in writing to Monolithic Power Systems, Inc., 79 Great Oaks Boulevard, San Jose, CA 95119, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and us within the last three years and evidence of the nominating person’s ownership of our stock.  Such stockholder nomination must be made pursuant to the notice provisions set forth in our Bylaws and for each proposed nominee who is not an incumbent director, the stockholder’s notice must set forth all of the information regarding such nominating person and proposed nominee set forth in our Bylaws.

  

Stockholder Communications

 

The Board has approved a Stockholder Communication Policy to provide a process by which stockholders may communicate directly with the Board or one or more of its members.  You may contact any of our directors by writing to them at c/o Monolithic Power Systems, Inc., 79 Great Oaks Boulevard, San Jose, CA 95119, Attention: Corporate Secretary. Any stockholder communications that the Board is to receive will first go to the Corporate Secretary, who will log the date of receipt of the communication as well as the identity of the correspondent in our stockholder communications log. The Corporate Secretary will review, summarize and, if appropriate, draft a response to the communication in a timely manner. The Corporate Secretary will then forward copies of the stockholder communication to the Board member(s) (or specific Board member(s) if the communication is so addressed) for review, provided that such correspondence concerns the functions of the Board or its committees, or otherwise requires the attention of the Board or its members.

 

Attendance at Annual Meetings of Stockholders by the Board of Directors

 

We do not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders. In 2016, no Board members attended the Annual Meeting.

 

Code of Ethics and Business Conduct

 

We have adopted a Code of Ethics and Business Conduct, which is applicable to our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. The Code of Ethics and Business Conduct is available in the “Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com. We will disclose on our website any amendment to the Code of Ethics and Business Conduct, as well as any waivers of the Code of Ethics and Business Conduct, that are required to be disclosed by the rules of the SEC or NASDAQ. 

 

Director Voting Policy

 

The Board has adopted a director voting policy, which can be found in the “Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com. The policy establishes that any director nominee who receives more “Withheld” votes than “For” votes in an uncontested election held in an annual meeting of stockholders shall promptly tender his or her resignation. The independent directors of the Board will then evaluate the relevant facts and circumstances and make a decision, within 90 days after the election, on whether to accept the tendered resignation. The Board will promptly publicly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation .

 

Director Compensation

 

Analysis of 2016 Compensation Elements

 

For 2016, the Compensation Committee engaged Radford, an Aon Hewitt company, to review the non-employee director compensation. In its analysis, Radford gathered the market data on the size and type of compensation paid by our industry peer group for 2016 (see the section “Executive Officer Compensation Peer Group and Use of Peer Data for 2016” for more information on the selection of the peer group). Based on the results and recommendations by Radford, the Board approved the following compensation for our non-employee directors for service in 2016:

 

Fee Description

 

Amount

 

Annual board retainer fee

  $ 45,000  

Lead director fee

  $ 12,000  

Compensation Committee chairperson fee

  $ 18,000  

Compensation Committee membership fee (excluding chairperson)

  $ 8,000  

Nominating and Governance Committee chairperson fee

  $ 13,500  

Nominating and Governance Committee membership fee (excluding chairperson)

  $ 6,000  

Audit Committee chairperson fee

  $ 22,500  

Audit Committee membership fee (excluding chairperson)

  $ 10,500  

Initial restricted stock unit (“RSU”) grant to new directors

 

Number of RSUs equal to $175,000

 

Annual RSU grant to incumbent directors

 

Number of RSUs equal to $140,000

 

 

 
9

 

 

The initial grant of RSUs to new directors vest as to 50% of the underlying shares of Common Stock on each of the first and second anniversaries of the date of grant. The annual grant of RSUs to incumbent directors vests as to 100% of the underlying shares of Common Stock on the first anniversary of the date of the grant. All awards will become fully vested in the event of a change in control.

 

The following table sets forth the total compensation paid to each non-employee director for service in 2016. Mr. Hsing, who is our employee, does not receive additional compensation for his services as a director. Mr. Hsing’s compensation as a named executive officer is reflected in the section “Executive Officer Compensation—Summary Compensation Table.”

 

Name

 

Fees Earned or

Paid in Cash

   

Stock Awards (1)

   

Total

 

Herbert Chang

  $ 76,250     $ 140,000     $ 216,250  

Eugen Elmiger

  $ 62,750     $ 140,000     $ 202,750  

Victor K. Lee

  $ 67,500     $ 140,000     $ 207,500  

James C. Moyer

  $ 45,000     $ 140,000     $ 185,000  

Karen A. Smith Bogart (2)

  $ 34,500     $ 155,000     $ 189,500  

Jeff Zhou

  $ 73,500     $ 140,000     $ 213,500  

____________________

 

(1)

Reflects the aggregate grant date fair value of the awards granted to each director in 2016, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, which was calculated using the closing price of our Common Stock on the date of grant for such awards. Assumptions used in the calculation of these amounts are included in Note 1 and Note 7 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 1, 2017.

 

(2)

Dr. Smith Bogart resigned from the Board in July 2016. In connection with her resignation, the Board approved the acceleration of vesting of her outstanding RSUs, which resulted in an incremental modification accounting charge of $15,000.

 

The following table summarizes the number of shares of our Common Stock that are subject to outstanding awards held by each of the non-employee directors as of December 31, 2016:

      

Name

 

Stock Awards

 

Herbert Chang

    2,181  

Eugen Elmiger

    2,181  

Victor K. Lee

    2,181  

James C. Moyer

    2,181  

Jeff Zhou

    2,181  

 

 
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PROPOSAL TWO

 

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee of the Board has appointed Deloitte & Touche, LLP (“Deloitte & Touche”) as the independent registered public accounting firm of MPS for the fiscal year ending December 31, 2017.  Deloitte & Touche has audited our financial statements since 1999.  Representatives of Deloitte & Touche are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.  Although ratification by stockholders is not required by law, the Board has determined that it is desirable to request ratification of this selection by the stockholders.  Notwithstanding its selection, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of us and our stockholders. If the stockholders do not ratify the appointment of Deloitte & Touche, the Audit Committee may reconsider its selection.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017.

 

Audit and Other Fees

 

The following table shows the fees paid by us for the audit and other services provided by Deloitte & Touche for 2015 and 2016 (in thousands):

 

   

2015

   

2016

 

Audit fees

  $ 1,133     $ 1,211  

Audit-related fees

    99       62  

Tax fees

    -       -  

Total

  $ 1,232     $ 1,273  

 

Audit fees consist of fees billed for professional services rendered for the audit of our annual financial statements and review of the interim financial statements included in our quarterly reports and the audit of our internal control over financial reporting.

 

Audit fees also include services that are normally provided by the independent auditors in connection with foreign statutory and regulatory filings and advice on audit and accounting matters that arise during, or as a result of, the audit or the review of interim financial statements, including the application of proposed accounting rules, statutory audits required by non-U.S. jurisdictions and the preparation of an annual “management letter” containing observations and discussions on internal control matters. 

 

Audit-related fees represent assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees." These services include accounting consultations in connection with attestation services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.

 

Tax fees represent professional services for federal, state and international tax compliance, tax advice and tax planning.

 

Pre-Approval of Audit and Non-Audit Services

 

The charter of our Audit Committee requires that the Audit Committee pre-approve all audit and non-audit services provided to us by our independent registered public accounting firm or subsequently approve non-audit services in those circumstances where a subsequent approval is necessary and permissible. All such services for 2015 and 2016 were pre-approved by the Audit Committee.

 

 
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PROPOSAL THREE

 

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

 

As required under Section 14A of the Securities Exchange Act of 1934, we are asking stockholders to again cast an advisory (non-binding) vote on the following resolution at the Annual Meeting:

 

RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and related narratives and descriptions of this Proxy Statement for the Annual Meeting, is hereby APPROVED.

 

This advisory vote, commonly known as a “say-on-pay” vote, gives our stockholders the opportunity to express their views about the compensation we paid to our named executive officers in the prior year, as described in this Proxy Statement.  Before stockholders vote on this proposal, they should review the Compensation Discussion and Analysis in this Proxy Statement and the tabular and narrative disclosure that follows it.  We currently conduct say-on-pay votes every year, and are asking stockholders to vote, on an advisory basis, on the frequency of future say-on-pay votes in Proposal Four.

 

We are committed to responsible compensation practices and structures. As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, the primary goal of our named executive officer compensation program is the same as our goal for operating MPS — to create long-term value for our stockholders. To achieve this goal, we have regularly sought out the feedback of our major stockholders over the past several years to hear their suggestions on how we can better achieve our primary compensation goal. After taking their feedback into consideration, we have continued to update our compensation program for our named executive officers, implementing those recommendations of our stockholders that the Board believes will help us create long-term value for our stockholders. We believe these annual reviews of our programs, in coordination with our conversations with our stockholders, allow us to motivate and reward our executives for sustained financial and operating performance and leadership excellence, to align their interests with those of our stockholders, and to encourage them to remain with us for long and productive careers.

 

Stockholders may vote   “for”  or   “against”  the resolution or abstain from voting on the resolution.  The result of the say-on-pay vote will not be binding on us or the Board.  However, the Board values the views of the stockholders. The Board and the Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions.

 

The affirmative vote of a majority of the shares of stock entitled to vote thereon which are present in person or represented by proxy at the Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers.  While this vote is advisory and not binding on us or our Board, the Board and Compensation Committee intend to take into account the outcome of the vote when considering future executive compensation arrangements.

 

FOR THESE REASONS, THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND RELATED NARRATIVES AND DESCRIPTIONS OF THIS PROXY STATEMENT FOR THE ANNUAL MEETING.

 

 
12

 

 

PROPOSAL FOUR

 

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON

NAMED EXECUTIVE OFFICER COMPENSATION

 

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, we are asking stockholders this year to cast an advisory (non-binding) vote on the frequency of future advisory votes on named executive officer compensation, commonly known as “say-on-pay” votes.  This advisory vote, commonly known as a “say-on-frequency” vote, gives stockholders the opportunity to express their views about how frequently (but at least once every three years) we should conduct future say-on-pay votes.  Stockholders may vote for future say-on-pay votes to be held “every year,” “every two years” or “every three years,” or abstain from voting on this proposal.

 

While our named executive officer compensation programs are designed to promote a long-term connection between pay and performance, the Board recognizes that executive compensation disclosures are made annually.  We believe that an annual say-on-pay advisory vote on executive compensation is consistent with our practice of seeking timely input from and engaging in frequent dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.

 

FOR THESE REASONS, THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR US TO CONDUCT ANY FUTURE STOCKHOLDER ADVISORY VOTE ON NAMED EXECUTIVE OFFICER   COMPENSATION “EVERY YEAR.”   STOCKHOLDERS ARE NOT VOTING TO APPROVE OR DISAPPROVE THE BOARD’S RECOMMENDATION.  STOCKHOLDERS MAY CHOOSE AMONG THE FOUR CHOICES (EVERY YEAR, EVERY TWO YEARS, EVERY THREE YEARS OR ABSTAIN) SET FORTH ABOVE.

 

The results of the say-on-frequency vote will be advisory and will not be binding upon us or the Board.  However, the Board will take into account the outcome of this say-on-frequency vote when determining how frequently we will conduct future say-on-pay advisory votes, and we will disclose our frequency decision as required by the Securities and Exchange Commission.

 

We expect that our next say-on-frequency vote will occur at our 2023 annual meeting of stockholders.

   

 
13

 

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   

The following table sets forth, as of April 18, 2017, information relating to the beneficial ownership of our Common Stock or securities exchangeable into our Common Stock by: (i) each person known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of our Common Stock, (ii) each director (or nominee), (iii) each of the named executive officers named in the Summary Compensation Table, and (iv) all directors and executive officers as a group.

 

Unless otherwise indicated, the address of each beneficial owner listed below is Monolithic Power Systems, Inc., 79 Great Oaks Boulevard, San Jose, CA 95119.

 

Name of Beneficial Owners

 

Number of

Shares

Beneficially

Owned

   

Percent of

Shares

Beneficially

Owned (1)

 
                 

Named Executive Officers and Directors:

               

Michael Hsing (2)

    686,380       2%  

James C. Moyer (3)

    908,581       2%  

Maurice Sciammas (4)

    117,810       *  

Deming Xiao (5)

    11,852       *  

Saria Tseng (6)

    10,602       *  

Bernie Blegen (7)

    9,845       *  

Herbert Chang (8)

    9,773       *  

Eugen Elmiger (9)

    13,442       *  

Victor K. Lee (10)

    22,796       *  

Jeff Zhou (11)

    16,996       *  

Total (12)

    1,808,077       4%  
                 

5% Stockholders:

               

BlackRock, Inc. (13)

    4,194,771       10%  

FMR LLC (14)

    3,416,014       8%  

The Vanguard Group (15)

    2,877,732       7%  

 

* Represents beneficial ownership of less than 1%.

 ____________________

 

(1)

Based on 41,249,905 shares of our Common Stock outstanding on April 18, 2017.  Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, stock options held by that person that are currently exercisable or become exercisable within 60 days of April 18, 2017 and RSUs held by that person that are subject to release within 60 days of April 18, 2017 are considered to be outstanding and beneficially owned by such person. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

 

 

(2)

Includes (i) 486,942 shares held of record by Michael Hsing, (ii) 133,040 shares held of record by Michael Hsing, Trustee of the Michael Hsing 2004 Trust, (iii) 29.000 shares held of record by the Hsing Family Foundation, and (iv) 37,398 shares underlying RSUs scheduled to release within 60 days of April 18, 2017.

 

 

(3)

Includes (i) 836,758 shares held of record by James C. Moyer, and (ii) 71,823 shares held in the Moyer Family Revocable Trust.

 

 

(4)

Includes (i) 91,962 shares held of record by Maurice Sciammas, (ii) 15,246 shares held of record by Maurice Sciammas and Christina Sciammas, Co-Trustees of the Sciammas Family Living Trust, and (iii) 10,602 shares underlying RSUs scheduled to release within 60 days of April 18, 2017.

 

 

(5)

Includes (i) 497 shares owned by Julia Chu, Mr. Xiao’s wife, and (ii) 11,355 shares underlying RSUs scheduled to release within 60 days of April 18, 2017.

 

 

(6)

Includes 10,602 shares underlying RSUs scheduled to release within 60 days of April 18, 2017.  

 

 
14

 

 

 

(7)

Includes 9,100 shares held of record by Bernie Blegen, and (ii) 745 shares underlying RSUs scheduled to release within 60 days of April 18, 2017.

 

 

(8)

Includes 9,773 shares held of record by Herbert Chang.

  

 

(9)

Includes 13,442 shares held of record by Eugen Elmiger.

 

 

(10)

Includes 22,796 shares held of record by Victor K. Lee.

 

 

(11)

Includes 16,996 shares held of record by Jeff Zhou.

 

 

(12)

As a group, includes 70,702 shares underlying RSUs scheduled to release within 60 days of April 18, 2017.

  

 

(13)

Pursuant to a Schedule 13G/A filed with the SEC on February 8, 2017, BlackRock, Inc. beneficially owns 4,194,771 shares, and has sole voting power over 4,093,666 shares and sole dispositive power over 4,194,771 shares. BlackRock, Inc. lists its address as 55 East 52 nd Street, New York, NY 10055.

 

 

(14)

Pursuant to a Schedule 13G/A filed with the SEC on February 14, 2017, FMR LLC beneficially owns 3,416,014 shares, and has sole voting power over 1,574,298 shares and sole dispositive power over 3,416,014 shares. FMR LLC lists its address as 245 Summer Street, Boston, MA 02210.

 

 

(15)

Pursuant to a Schedule 13G/A filed with the SEC on February 10, 2017, the Vanguard Group beneficially owns 2,877,732 shares, and has sole voting power over 76,409 shares, shared voting power over 4,504 shares, sole dispositive power over 2,798,677 shares and shared dispositive power over 79,055 shares. The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355.

  

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the 1934 Act and regulations of the SEC thereunder require our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of initial ownership and changes in ownership with the SEC.  Based solely on our review of copies of such forms received by us, or on written representations from certain reporting persons that no other reports were required for such persons, we believe that, during 2016, all of the Section 16(a) filing requirements applicable to our executive officers, directors and 10% stockholders were complied with, except for one late Form 4 for Mr. Xiao that included three transactions that were not reported on a timely basis and for a Form 5 for Mr. Xiao that included transactions that were not reported on a timely basis.

 

Certain Relationships and Related Transactions

 

We have a written policy on related party transactions, as defined in our Code of Ethics and Business Conduct and the Audit Committee Charter. In accordance with our Code of Ethics and Business Conduct, it is the responsibility of our employees and directors to disclose any significant financial interest in a transaction between us and a third party, including an indirect interest, through, for example, a relative or significant other. It is also the responsibility of our Audit Committee, as described in the Audit Committee Charter, to review on an ongoing basis all related party transactions and approve these transactions before they are entered into.

 

Mr. Deming Xiao is a named executive officer of MPS. Mr. Xiao’s spouse, Julia Chu, is employed by MPS as Director of Quality Improvement and Failure Analysis. In 2016, Ms. Chu received a base salary of $88,000 as a part-time employee and a non-equity incentive award of $25,000. In 2016, Ms. Chu was granted 426 shares of RSUs, which were approved by the Compensation Committee and had a grant date fair value of $25,000.

 

 
15

 

 

EXECUTIVE OFFICER COMPENSATION

 

Compensation Discussion and Analysis

 

This Compensation Discussion and Analysis describes our compensation philosophy and programs, compensation decisions made under those programs, and factors considered in making these decisions for our “named executive officers” (“NEOs”) who, for 2016, were:

 

 

Michael Hsing, Chief Executive Officer, President and Chairman of the Board;

 

  

Bernie Blegen, Chief Financial Officer; (1)

 

  

Deming Xiao, President of Asia Operations;

 

  

Maurice Sciammas, Senior Vice President, Worldwide Sales and Marketing;

 

  

Saria Tseng, Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary; and

 

  

Meera Rao, former Chief Financial Officer. (2)

_________

 

(1)

Mr. Blegen was appointed Chief Financial Officer on July 19, 2016 and was not an NEO prior to such date.

 

(2)

Ms. Rao retired from MPS on March 31, 2016.

 

For further information regarding each current NEO’s professional background, please refer to the section  “Executive Officers of the Registrant”   under Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 1, 2017.

 

Executive Summary

 

Compensation Philosophy

 

The primary objective in designing our compensation program for our NEOs is the same as the primary objective for operating MPS — to create long-term value for our stockholders. To achieve this goal, we have designed and implemented our compensation programs for our NEOs to:

 

  

motivate and reward them for sustained financial and operating performance and leadership excellence;

 

  

align their interests with those of our stockholders;

 

  

encourage our NEOs to focus on achieving both short-term goals as well as long-term developmental goals; and

 

  

encourage our NEOs to remain with us for long and productive careers.

 

Each one of our executive compensation elements fulfills one or more of our performance, alignment and retention objectives. These elements primarily consist of salary, long-term equity awards and short-term cash incentive compensation, as well as severance benefits and broad-based employee benefits. In deciding on the type and amount of compensation for each executive, we focus on both current pay and the opportunity for future compensation. We believe that maintaining a balance of short-term and long-term compensation elements encourages decision-making that optimizes short-term results and, at the same time, advances our long-term goals. We combine the compensation elements for each NEO in a manner we believe optimizes the executive’s overall contribution to us and our stockholders.

 

In the 2014 Annual Meeting of Stockholders, approximately 90% of the votes cast by 95% of our stockholders were in favor of our executive compensation program. In the 2015 Annual Meeting of Stockholders, approximately 99% of the votes cast by 94% of our stockholders were in favor of our executive compensation program. In the 2016 Annual Meeting of Stockholders, approximately 99% of the votes cast by 97% of our stockholders were in favor of our executive compensation program. While these say-on-pay votes are only advisory and not binding on us, the Board and the Compensation Committee discuss the vote results each year with our independent compensation consultant.

 

 
16

 

   

Our Compensation Practices Are Built on Stockholder Feedback and Requests

 

Our management team continued the practice of reaching out to our most significant stockholders from time to time to discuss how those stockholders view our executive compensation program, and what kind of changes they would like to see implemented in future years. As a result, while the Board and the Compensation Committee decided to maintain the general framework of our executive compensation program in 2016, they also made important adjustments, including the decision to grant solely performance-based equity awards to our NEOs in 2016 (with the exception of certain equity awards granted to Mr. Blegen prior to his appointment as our Chief Financial Officer in July 2016). In addition, the Board and the Compensation Committee introduced a purchase price requirement of $20 on the performance-based equity awards in 2016, which will motivate our NEOs to focus on long-term stock price appreciation. In the past several years, we have continued to work to improve our executive compensation policies and programs, incorporating the suggestions of our stockholders. We believe these improvements, as highlighted below, have supported our financial and strategic successes in the last several years.

 

 

1.

Commitment to long-term performance-based equity awards and short-term cash incentives and alignment of executive compensation with stockholder interests.

 

 

A.

In 2016, we granted performance-based equity awards based on achievement of an average revenue growth rate as measured against the analog industry’s average revenue growth rate over the two-year performance period of 2016 and 2017. 100% of the total equity awards granted to our NEOs were tied to the achievement of this performance criteria (with the exception of certain equity awards granted to Mr. Blegen prior to his appointment as our Chief Financial Officer in July 2016). No stock awards were granted to the NEOs solely based on continued service.

 

In 2016, 90% - 93% of the short-term cash incentives earned by the NEOs was tied to specific, pre-established operating income metrics and individual performance.

 

 

B.

Our executive compensation program is designed to align our executives’ long-term interests to those of our stockholders. For example:

 

 

in 2013, we granted market-based stock units to our NEOs that contained price hurdles requiring sustained increases in our stock price with a five-year performance period and a ten-year vesting period.

 

 

in 2015, we granted market and performance-based stock units to our NEOs that combined operating goals and price hurdles requiring sustained increases in our stock price with a four-year performance and vesting periods.

 

 

since 2014, we have granted performance-based stock units to our NEOs that require significant outperformance against our peers in sustained revenue growth with a two-year performance period and a four-year vesting period.

 

We believe the significant increase in our stock price and year-over-year outperformance in revenue growth in the past three years demonstrate the effectiveness of our performance-based compensation program in motivating our NEOs to build a sustainable business model and to focus on long-term value creation for our stockholders.

 

Stock Performance:

 

Our one-year total stockholder return was approximately 30% and our three-year total stockholder return was approximately 145%, as shown in the graphs below in comparison to our peer group and the PHLX semiconductor sector index:

 

 

_________________

 

(1)

Represents our 2016 peer group approved by the Compensation Committee in February 2016. See the section “ Peer Group and Use of Peer Data for 2016” for further discussion.

   

 
17

 

 

Market Capitalization:

 

Our strong financial performance in the past several years has led to a significant increase in our market capitalization, surpassing $1 billion in 2013 for the first time in our history and reaching $3 billion in 2016. Because a significant portion of our NEOs’ total target compensation has been in the form of market-based stock units with stock price performance components, the value of our NEOs’ compensation is closely tied to our market performance. The following table illustrates our market capitalization compared to our CEO’s compensation in the past three years:

 

 

 

2.

Capping payouts under our non-equity incentive plans .

 

Since 2014, our Compensation Committee has capped maximum payouts under our annual non-equity incentive plans at 250% of target for the CEO and 175% of target for the remaining NEOs.

 

 

3.

Selection of performance goals .

 

In the past several years, our stockholders indicated a preference for the use of different performance metrics across plans, so that not all performance-based plans relied on the same metric. In addition, our stockholders told us they wanted to see a greater connection between stock price performance and executive compensation. Therefore, we use non-GAAP operating income for our short-term cash incentive plan, and, to balance that metric, a mix of revenue, stock price performance and operating goals for our long-term performance equity incentive plan in the past several years. By using a non-GAAP operating income metric in our short-term incentive plan and various performance and stock price appreciation metrics in our long-term incentive plan, we can reward our executives for achieving our short-term financial objectives while at the same time planning for long-term growth, without encouraging excessive risk taking.

 

 
18

 

   

The following table shows the three-year history of our performance in revenue and non-GAAP operating income, which demonstrates a balance of our overall financial health, compared to our CEO’s total compensation.

 

____________________

 

(1)

The reconciliation of the GAAP operating income to the non-GAAP operating income and related disclosures are provided in Annexure A.

 

 

4.

Clawback policy .

 

In 2011, we heard investors tell us that compensation recovery policies, or clawbacks, were a best practice and should be adopted. In February 2012, we adopted our Compensation Recoupment Policy, which permits the Board to recoup any excess performance-based cash compensation paid to key members of our executive team if the financial results on which the performance-based compensation awards were based are restated due to fraud or intentional misconduct by the executive.  

 

 

5.

Stock ownership guidelines .

 

In 2011, we heard investors tell us that board members and officers should have ownership interests that are aligned with stockholders, and encouraged us to adopt stock ownership guidelines. In 2012, we adopted significant stock ownership guidelines for our officers and directors, requiring ownership levels by our officers of two to five times of base salary, and by our directors of two times of annual retainer. In 2016, we amended the stock ownership guideline by increasing the required levels for our directors from two times to three times of annual retainer.

 

 

6.

Tax gross ups .

 

Since 2008, we have not adopted any new employment agreements (or modified any existing employment agreements) to provide for tax gross-ups to our officers.

 

 

7.

Responsible share ownership .

 

We have adopted a policy prohibiting our directors and officers (including our NEOs) from engaging in certain hedging and monetization transactions with respect to our securities that they hold without prior Board approval. The policy also prohibits our directors and officers (including our NEOs) from engaging in any short sales of our securities.

 

In short, we regularly engage with our stockholders to exchange ideas on our existing programs and potential future programs. We listen to their feedback and carefully consider it. Our engagement with stockholders does not begin and end with the say-on-pay vote – that vote is just one part of a larger dialogue and partnership we have with our investors.

 

 
19

 

   

2016 Financial and Business Performance Highlights

 

As noted above, the Compensation Committee has focused our executives on accountability in revenue, operating income and earnings and maximizing stockholder return through the structure of our executive compensation program. We believe our 2016 financial results, on a non-GAAP basis, show the benefit of these compensation decisions. Our financial results are summarized as follows (in millions, except per share amounts and percentages):

 

   

GAAP

   

Non-GAAP (1)

 
   

2015

   

2016

   

Change

   

2015

   

2016

   

Change

 

Revenue

  $ 333.1     $ 388.7       17 %   $ 333.1     $ 388.7       17 %

Operating income

  $ 41.1     $ 54.4       32 %   $ 81.7     $ 102.6       26 %

Net income

  $ 35.2     $ 52.7       50 %   $ 77.2     $ 96.3       25 %

Diluted EPS

  $ 0.86     $ 1.26       47 %   $ 1.89     $ 2.30       22 %

_______________

 

(1)

The reconciliation of the GAAP financial measures to the non-GAAP financial measures and related disclosures are provided in Annexure A.

 

Our revenue growth rate of 17% in 2016 outperformed the analog industry’s 6% growth rate reported by the Semiconductor Industry Association (the “SIA”). We also achieved significant success in our targeted market segments in 2016 as follows:

 

 

Industrial sales grew 35% from prior year fueled by product sales for applications in automotive, security, smart meters and power sources.

 

 

Consumer sales grew 6% from prior year driven primarily by gains in high value consumer markets including home appliances and battery management systems.

 

 

Computing and storage sales grew 42% from prior year reflecting strong sales growth for cloud computing, SSD storage and high-end PCs.

 

Stock Buyback:

 

In February 2016, the Board approved, and later extended, a new stock repurchase program that authorizes us to repurchase up to $50 million of our Common Stock through December 31, 2017.

 

Cash Dividends:

 

In 2016, we paid approximately $33.1 million of cash dividends to our stockholders.

 

The Roles of the Compensation Committee and Our Officers in Setting Compensation

 

The Compensation Committee, which is comprised solely of independent directors, has primary responsibility for overseeing the design, development and implementation of the compensation program for our CEO and other NEOs. The Compensation Committee makes recommendations to the Board, who has the final authority to approve new compensation programs. The Compensation Committee Charter, which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com, was originally adopted on October 26, 2007, and is updated periodically.  The Compensation Committee meets on no less than a quarterly basis.  In 2016, the Compensation Committee met four times.

 

The Compensation Committee reviews the performance of each officer taking into account the evaluations provided by the CEO for all officers other than himself. The Compensation Committee makes the final determination of performance achievement for each officer. The CEO, Chief Financial Officer and General Counsel present information to the Compensation Committee as requested from time to time, including financial results, future budget information, business operations and legal developments. The Compensation Committee regularly meets in closed sessions without the CEO or other management personnel present. Our officers also provide information to the Compensation Committee’s independent compensation consultant, if requested to do so, to help the consultant perform its duties for the Compensation Committee. Our officers are responsible for implementing the decisions made by the Compensation Committee.

 

Compensation Consultants

 

In 2016, the Compensation Committee engaged Radford, an Aon Hewitt company, as the compensation consultants with respect to our non-employee director and executive compensation programs. Radford did not perform any other work for us. In 2016, the Compensation Committee assessed the independence of Radford pursuant to SEC rules and concluded that no conflict of interest exists that would prevent them from serving as independent consultants to the Compensation Committee for 2016.

 

In 2016, the Compensation Committee requested and received the following services from Radford: (1) updates on evolving compensation trends, (2) recommendations for additions or deletions to the peer group used for 2016, (3) compensation data for officers and directors (gathered from public filings for our peers and broader surveys), and (4) general advice on analyzing and responding to stockholder feedback on our compensation programs.  

 

 
20

 

   

Executive Officer Compensation Components

 

The table below summarizes the core elements, objectives and key features of our 2016 compensation program for our NEOs:

 

Compensation Components

Objectives

Key Features

Base salary

Designed to reward individual effort associated with job-related duties and to attract and retain talented executive officers.

●   Paid in cash.

●   Reviewed annually.

●   Peer data used as reference.

Short-term cash

incentive compensation

Designed to encourage outstanding individual and MPS performance by motivating the NEOs to achieve short-term financial and individual goals.

●   Paid in cash.

●   Weighting between individual and corporate goals reflects the scope of each NEO’s role.

●   Maximum payouts at 250% of target for the CEO and 175% of target for the remaining NEOs

●   Subject to clawback policy.

Long-term incentive

compensation

Designed to align the interests of our executives with the interests of the stockholders by focusing on our long-term revenue growth compared to the industry.

●   100% of total target award size is subject to performance conditions (with the exception of certain equity awards granted to Mr. Blegen prior to his appointment as our Chief Financial Officer in July 2016) .

●   Size of award is a multiple of target cash compensation.

●   Award contains a purchase price feature, which requires the NEOs to pay MPS $20 per share upon vesting.

Cash dividend equivalents

Designed to treat equity award holders equally with stockholders under our dividend program.

●   Paid in cash and equal to the dividend declared and paid on a share of Common Stock.

●   Accumulate during the vesting period of the underlying equity awards.

●   Subject to forfeiture if the underlying equity awards do not vest.

 

Peer Group and Use of Peer Data for 2016

 

In February 2016, Radford reviewed the peer group of companies selected by the Compensation Committee and recommended that the industry peer group continue to be determined by reference to publicly traded companies in the semiconductor industry with revenue primarily between 50% and 200% of our revenue for the most recent four quarters.  In addition, Radford took into account that the market capitalization should be in similar range of us primarily from 50% to 200%. Guided by this set of parameters, and taking into account the recommendations of management, Radford proposed the following peer group, which the Compensation Committee approved as presented.  The peer group consisted of the following companies:

 

Ambarella, Inc. (1)

Microsemi Corporation

Applied Micro Circuits Corporation (2)

ON Semiconductor Corporation (1)

Cavium, Inc.

Power Integrations, Inc.

Cirrus Logic, Inc.

Semtech Corporation

Integrated Device Technology, Inc.

Silicon Laboratories, Inc.

Intersil Corporation (2)

Synaptics Incorporated (1)

Lattice Semiconductor Corporation

Xperi Corporation (3)

Mellanox Technologies, Ltd.

 

____________________

 

(1)

New in February 2016.

 

(2)

These companies were acquired subsequent to February 2016.

  (3) Formerly Tessera Technologies, Inc.


The following companies were removed from the peer group in February 2016 because these companies ceased to fit within the desired parameters or have been acquired: Entropic Communications, Inc., Exar Corporation, QLogic Corp. and PMC-Sierra, Inc.

 

 
21

 

 

A nalysis of 2016 Compensation Elements

 

Base Salaries .  We provide base salary as a stable source of compensation for the NEOs’ day-to-day duties, and seek to set base salaries at levels that will attract and retain talented executive officers. To attract and retain talent, we have to understand the levels of salary offered by our peers. Accordingly, our Compensation Committee and the Board consider peer data as one key factor in reviewing base salary each year. Our Compensation Committee and the Board also consider each individual executive’s role and the scope of his or her responsibilities, the executive’s experience, his or her tenure with us, and size of recent salary changes. For 2016, our Compensation Committee and the Board considered all of these factors and approved the following salaries for our NEOs:

 

NEOs

 

2015

   

2016

   

Change

 

Michael Hsing

  $ 600,000     $ 600,000       0 %

Bernie Blegen

  $ 221,000     $ 260,000       18 %

Deming Xiao

  $ 340,000     $ 340,000       0 %

Maurice Sciammas

  $ 340,000     $ 340,000       0 %

Saria Tseng

  $ 340,000     $ 340,000       0 %

Meera Rao

  $ 310,000     $ 310,000       0 %

 

In July 2016, the Compensation Committee and the Board approved an increase of Mr. Blegen’s base salary in connection with his appointment as Chief Financial Officer.

 

Short-Term Cash Incentive Compensation .  We provide a short-term cash incentive opportunity to each of our NEOs to encourage them to achieve our short-term operating income goals as well as individual management business objectives within their area of expertise and role. Consistent with 2015, the Compensation Committee and the Board used non-GAAP operating income as the sole corporate performance metric in 2016 for determining the company performance element of the short-term incentive compensation.  The Compensation Committee believed that non-GAAP operating income would best reflect our short-term performance.  Please refer to Annexure A for a reconciliation of the GAAP operating income to the non-GAAP operating income and related disclosures.

 

Our CEO’s target bonus was 100% of his annual base salary, and 100% of his bonus was tied to the achievement of the corporate performance metric due to the importance of his role in achieving this goal.  The remaining NEOs’ target bonus was 60% - 80% of their annual base salary, with 50% of their target bonus tied to the achievement of the corporate performance metric and the other 50% tied to their individual performance as determined at the end of 2016 in the judgment of the Compensation Committee after consultation with the CEO. For the individual performance component, an NEO could earn a maximum of 100% of the target bonus.

  

For the corporate performance metric, achievement of non-GAAP operating income determined the maximum award size that each executive could earn, with achievement of 120% of the non-GAAP operating income target resulting in the maximum 250% award level, achievement of 100% of the non-GAAP operating income target resulting in the 100% award level, and performance below 80% of the non-GAAP operating income target resulting in no bonus being earned. For 2016, our non-GAAP operating income target was approximately $91.0 million as established in the annual operating plan approved by the Board. For performance within the maximum and threshold range, the percentage achievement would be determined based on a linear interpolation.

 

For 2016, we achieved non-GAAP operating income of over $102 million, which resulted in the achievement of approximately 186% payout for the corporate performance metric for each NEO.  In addition, our Compensation Committee reviewed the NEOs’ individual performance based on the CEO’s feedback as well as our operational and financial performance in a holistic manner and determined the level of achievement of their individual performance goals was 100%. 

 

Furthermore, after determining the performance under our short-term cash incentive program, our Compensation Committee and the Board reflected on the overall company performance in 2016, including revenue, earnings and stock price appreciation in addition to non-GAAP operating income. In recognition of MPS’s exceptional performance in 2016, the Compensation Committee and the  Board decided to use its authority to approve a discretionary cash bonus equal to 15% of the target bonus, which was the maximum payout guideline for the discretionary bonus under the plan, to each NEO, ranging from $23,000 to $90,000.

 

The following table summarizes the bonus payout approved by the Compensation Committee and the Board for our NEOs:

  

   

Performance-Based

   

Discretionary

   

Total Bonus

 

NEOs

 

Target

   

Maximum

   

Achieved

   

Achieved

   

Earned

 

Michael Hsing

  $ 600,000     $ 1,500,000     $ 1,113,212     $ 90,000     $ 1,203,212  

Bernie Blegen

  $ 156,000     $ 273,000     $ 222,718     $ 23,400     $ 246,118  

Deming Xiao

  $ 272,000     $ 476,000     $ 388,328     $ 40,800     $ 429,128  

Maurice Sciammas

  $ 272,000     $ 476,000     $ 388,328     $ 40,800     $ 429,128  

Saria Tseng

  $ 272,000     $ 476,000     $ 388,328     $ 40,800     $ 429,128  

Meera Rao (1)

  $ 248,000     $ 434,000     $ -     $ -     $ -  

________________

 

(1)

Ms. Rao retired from MPS on March 31, 2016. No short-term cash incentive compensation was earned and paid to her in 2016.

 

 
22

 

   

Long-Term Equity Incentive Compensation .   We provide long-term equity compensation awards to reward and retain our valued executives, to help us effectively compete for executives who can strategically position us for future growth and financial success, and to encourage our executives to focus on achieving long-term development goals for the future.

 

In determining the number of long-term equity compensation awards granted to each of the NEOs, the Compensation Committee establishes the aggregate value of such awards to be granted as a multiple of each NEO’s target cash compensation. The Compensation Committee believes these multiples properly reflect the relative position and responsibility of each NEO as well as the officer’s ability to develop the vision, drive the strategy and affect certain cost savings for us.

 

Over the past several years, we have regularly engaged with our stockholders to take into account their opinions in setting performance metrics. In response to investor feedback and to further align the NEOs’ long-term compensation with our performance and stockholders’ interests, the Compensation Committee and the Board decided that 100% of the equity compensation awards granted to our NEOs in 2016 would vest based on the achievement of performance criteria. Accordingly, with the exception of certain equity awards granted to Mr. Blegen prior to his appointment as our Chief Financial Officer in July 2016, no equity awards that vest solely based on continued service were granted to our NEOs in 2016.

 

In February 2016, the Board granted the NEOs other than Mr. Blegen a target dollar amount of long-term equity compensation awards entirely comprised of RSUs with performance conditions based on revenue achievement as measured against the performance of the analog industry over a two-year period (2016 and 2017), with a total vesting period of four years (“PSUs”).  In July 2016, the Board granted a target dollar amount of PSUs with the same terms and conditions to Mr. Blegen upon his appointment as Chief Financial Officer. The following table summarizes the number of shares subject to the 2016 PSUs that can be earned by the NEOs at the threshold, target and maximum performance levels. The number of shares earned will be linearly interpolated for actual achievement between the threshold, target and maximum performance levels.

 

   

Number of Shares

   

Total

 

NEOs

 

Threshold

   

Target

   

Maximum

   

Target Value

 

Michael Hsing

    -       132,376       397,128     $ 5,228,852  

Bernie Blegen (1)

    -       12,067       36,201     $ 619,398  

Deming Xiao

    -       40,193       120,579     $ 1,587,624  

Maurice Sciammas

    -       40,193       120,579     $ 1,587,624  

Saria Tseng

    -       40,193       120,579     $ 1,587,624  

Meera Rao (2)

            32,066       96,198     $ 1,266,607  

____________

 

(1)

In addition to the PSUs shown in the table above, Mr. Blegen received 423 shares underlying time-based RSUs and 641 shares underlying non-executive PSUs prior to his appointment as Chief Financial Officer on July 19, 2016. Please see the section “ Executive Officer Compensation— Grants of Plan-Based Awards for the Year Ended December 31, 2016 ” for more detail.

 

(2)

All of Ms. Rao’s unvested stock awards were cancelled in connection with her retirement from MPS on March 31, 2016.

 

The PSUs contain a purchase price feature, which requires the NEOs to pay MPS $20 per share upon vesting of the shares. Shares that do not vest will not be subject to the purchase price payment to MPS. The target number of shares granted to each NEO was determined based on the target equity compensation value for such PSUs divided by our closing stock price on the date of grant less the purchase price.

 

The Compensation Committee and the Board set a two-year (2016 and 2017) revenue performance period as the basis to grant each NEO a target number of RSUs. The number of PSUs that can ultimately be earned at the end of the performance period on December 31, 2017 is based on the average two-year revenue growth rate as measured against the average two-year revenue growth rate for the analog industry published by the SIA. In selecting the minimum, target and maximum performance levels, the Compensation Committee and the Board carefully considered our historical and projected performance and the fundamentals of the analog industry at that time. The Compensation Committee and the Board took into account SIA’s projections, which are updated twice a year in May and November, for the anticipated revenue growth in the analog industry for the two-year performance period. Instead of benchmarking against the broad semiconductor sector, the Compensation Committee and the Board elected to focus solely on the analog industry in setting the performance objectives, which are measured against our closest and most relevant peers within the semiconductor sector. In addition, the Compensation Committee and the Board chose the revenue projections reported by SIA as a baseline because the SIA report is well-respected in the analog industry and used by Wall Street financial analysts in preparing their analyses and recommendations.

 

 
23

 

   

Based on the Compensation Committee and the Board's evaluation, the performance criteria and the threshold, target and maximum levels of the PSUs that can be earned are as follows:

 

MPS's Average Two-Year Revenue

   

Growth Rate Exceeds the Analog Industry by:

 

Percent of Target  PSUs Earned

less than 3%

 

0%

3%

 

50%

5%

 

100%

15%

 

300%

 

The two-year performance period provides a long-term incentive for our NEOs through overlapping cycles so that each year of performance is equally critical as we work toward meeting our two-year goals. The Compensation Committee and the Board believe the revenue goals are challenging and that performance metrics measured relative to our peers will provide objectivity when setting long-term goals while minimizing uncertainties caused by external economic factors that are beyond our control.

 

At the end of the performance period in 2017 and upon certification of performance by the Compensation Committee and the Board, 50% of the actual award earned will become vested in February 2018, and the remaining 50% vest quarterly over the following two years thereafter, for a total vesting period of four years, subject to continued employment.

 

Dividend Equivalents.  In connection with our quarterly cash dividend program, all outstanding and unvested time and performance-based full value awards granted to employees, including the NEOs, have the right to receive dividend equivalents in order to maintain the economic alignment between the value of such awards and the value of a share of our Common Stock. The dividend equivalents are accumulated during the vesting periods of the shares underlying such awards and are paid in cash to employees only if and when the underlying shares vest. Dividend equivalents accrued on the underlying shares are forfeited if the employees do not fulfill their service requirement during the vesting periods. Dividend equivalents paid to the NEOs in 2016 are included in the section “Option Exercises and Stock Vested” below.

 

Certifications of Prior-Year Performance-Based Awards

 

As previously disclosed in our proxy statement for the 2016 Annual Meeting of Stockholders, the Compensation Committee and the Board granted each then NEO a PSU award in February 2015 that could be earned based on the average two-year (2015 and 2016) revenue growth rate as measured against the average two-year revenue growth rate for the analog industry published by the SIA. The PSU award consisted of a target award, as well as a maximum award equal to 300% of the target grant. The actual results at the end of the performance period on December 31, 2016, as approved by the Compensation Committee and the Board, were as follows: 

 

MPS's Average Two-Year Revenue

   

Growth Rate Exceeds the Analog Industry by:

 

Percent of Target

Target

 

Maximum

 

Actual Achievement

 

PSUs Earned

5%

 

15%

 

13%

 

283%

 

The following table shows the actual shares earned under the program for the following NEOs:

 

NEOs

 

Earned

 

Michael Hsing

    225,944  

Deming Xiao

    68,604  

Maurice Sciammas

    68,604  

Saria Tseng

    68,604  

 

50% of the actual awards earned vested in February 2017, with the remaining 50% vesting quarterly over the following two years through February 2019, subject to continued employment.  

 

 
24

 

   

In addition, as previously disclosed in our proxy statement for the 2016 Annual Meeting of Stockholders, the Compensation Committee and the Board granted each then NEO a one-time market and performance-based award (“MPSU”) in December 2015. The MPSU award opportunity consisted of a target award, as well as a maximum award equal to 500% of the target grant. The MPSU award consists of four separate tranches with various performance periods all ending on December 31, 2019. The first tranche contains market conditions only, which require the achievement of five MPS stock price hurdles during a four-year period. The second, third and fourth tranches contain both market conditions and performance conditions. Each tranche requires the achievement of five MPS stock price hurdles during a three, two or one-year performance period and the achievement of one of six operating metrics during a four-year performance period. In 2016, we achieved three price hurdles under the first tranche of the program. The table below shows the actual shares earned in 2016 for the following NEOs:

 

NEOs

 

Earned in 2016

 

Michael Hsing

    26,817  

Deming Xiao

    14,628  

Maurice Sciammas

    14,628  

Saria Tseng

    14,628  

 

The actual awards earned will fully vest on January 1, 2020, subject to continued employment. In addition, the MPSUs contain a post-vesting sales restriction for up to an additional two years.

 

Broad-Based Benefits

 

Our NEOs are eligible to participate in our broad-based employee benefit programs on the same terms offered to our employees. These benefit programs include the employee stock purchase plan, medical, dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance and health and dependent care flexible spending accounts.  We do not provide pension arrangements or post-retirement health coverage for our NEOs or other employees. In addition, we do not provide contributions on the 401(k) plan or the deferred compensation plan for our NEOs or other employees.

 

Severance and Change in Control Arrangements

 

We offer severance benefits to our NEOs, including severance in connection with a change in control of MPS. In general, severance does not exceed six to twelve months of base salary, target bonus and other benefits, and is conditioned on a release of claims and compliance with ongoing obligations. We believe these modest benefits balance the costs to MPS with the retention benefits that are commonly understood to come from offering severance and change in control benefits. For all change in control arrangements, the NEO is entitled to benefits if his or her employment is terminated without cause or if he or she leaves for good reason within one year following a change in control.  This approach is commonly referred to as a “double-trigger” arrangement and is favored by many institutional investors and their advisors. We believe the size and conditions to receipt of these severance benefits are consistent with market practices. These arrangements are discussed in more detail in the section “ Executive Officer Compensation Potential Payments Upon Termination or Termination Upon Change in Control.

 

Stock Ownership Guidelines

 

In February 2012, the Board established stock ownership guidelines for our executive officers and directors. These guidelines reinforce the importance of aligning the interests of our executive officers and directors with the interests of our stockholders.

 

For the NEOs, the guidelines are determined as a multiple of each NEO’s base salary, and then converted to a fixed number of shares. Currently, the multiple for our CEO is five times his base salary, while the multiples for other NEOs are two times each NEO’s base salary.  

 

Equity interests that count toward the satisfaction of the ownership guideline include shares owned directly or indirectly by the executive, including restricted or unrestricted shares or stock units (excluding restricted shares or stock units that remain subject to achievement of performance goals), and any shares owned in our savings plans, such as our 401(k), or acquired through the Employee Stock Purchase Plan. Executives have five years from the date of adoption of the guidelines or their appointment as an executive officer, as applicable, to attain these ownership levels . As of December 31, 2016, all of the NEOs met the stock ownership guidelines.

 

For the non-employee directors, the stock ownership guidelines are determined as a multiple of the annual retainer paid to the non-employee director and then converted to a fixed number of shares.  The guideline for the non-employee directors is set at two times each of the non-employee director’s annual retainer.  In February 2016, based on our compensation consultant’s best practice recommendation, we amended the stock ownership guidelines to increase the required level for our non-employee directors from two times to three times of each such director’s annual retainer. As of December 31, 2016, all of the directors met the stock ownership guidelines.

 

Policy Regarding Clawback of Incentive Compensation

 

In February 2012, the Board adopted a Compensation Recoupment Policy, which requires the Board to recoup any excess performance-based cash compensation paid to key members of our executive team, including the NEOs, if the financial results on which the incentive compensation awards were based are restated due to fraud or intentional misconduct by the executive, if the Board determines, in its sole discretion, that it is in the best interests of us and our stockholders for the executive to repay or forfeit all or any portion of the subject performance-based cash compensation.  

 

 
25

 

   

Anti-Hedging and Monetization Transactions and Short Sales

 

We prohibit our directors and officers, including our NEOs, from engaging in hedging or monetization transactions with respect to our securities that they obtained through our plans or otherwise, including transactions involving the use of financial instruments such as prepaid variable forwards, equity swaps, collars, forward sale contracts and exchange funds, without prior Board approval.  We also prohibit our directors and officers, including our NEOs, from engaging in any short sales of our securities.

 

Tax and Accounting Impacts of Equity Grants

 

Our Compensation Committee is aware of current rules governing the taxation and accounting for cash and equity compensation as applicable to public companies. Our Compensation Committee appreciates the benefits that can result – both to MPS and to the individual – in complying with tax rules such as Section 162(m) of the Internal Revenue Code or Section 409A of the Internal Revenue Code. Our Compensation Committee is mindful of the effect that the accounting value of our cash and equity compensation has on our financial results. However, our Compensation Committee retains the discretion to structure compensation in ways that may result in less than full deductibility, that may not maximize tax savings, and that may not minimize the accounting cost to MPS. Our Compensation Committee may choose to do this if it believes it is reasonable to do so to achieve the objectives of our compensation program or if the administrative burdens of maximizing tax or accounting results are greater than desired or otherwise unreasonable.

 

Compensation Committee Report

 

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with our management. Based upon such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement for the 2017 Annual Meeting of Stockholders.

 

 

Members of the Compensation Committee:

 

 

 

Jeff Zhou, Chairman

 

Herbert Chang

 

Eugen Elmiger

 

Compensation Committee Interlocks and Insider Participation

 

The members of the Compensation Committee during 2016 were Herbert Chang, Eugen Elmiger and Jeff Zhou. No Compensation Committee member was at any time during 2016, or at any other time, an officer or employee of us or any of our subsidiaries.  No executive officer of MPS serves on the board or compensation committee of any entity that has one or more executive officers serving on the Board or Compensation Committee.

 

  Compensation Risk Management

 

In 2016, our management, including members from our internal legal, accounting, finance and human resources departments, undertook a subjective review of our compensation policies and practices that applied to all of our employees, including the following: annual base salaries and bonuses, equity incentive awards under our equity incentive plans and the Employee Stock Purchase Plan. This review was designed to review, consider and analyze the extent to which, if any, our compensation policies and practices might create risks for us, and this review also focused on variable and incentive compensation elements, as well as policies and practices that could mitigate or balance any such incentives. After conducting this review, management determined that none of our compensation policies and practices for our employees creates any risks that are reasonably likely to have a material adverse effect on us. The results of the review and management’s determination were reviewed and independently considered by the Compensation Committee, which concurred with management’s assessment.

 

 
26

 

   

Summary Compensation Table

 

The following table sets forth the 2016, 2015 and 2014 compensation for our Chief Executive Officer, current and former Chief Financial Officers and our three other most highly compensated executive officers, which officers together constitute our NEOs:

 

NEOs

 

Year

 

Salary

   

Bonus (1)

   

Stock Awards (2)(3)

   

Non-Equity

Incentive Plan

Compensation (4)

   

All Other Compensation (5)

   

Total

 

Michael Hsing

 

2016

  $ 600,000     $ 90,000     $ 5,228,852     $ 1,113,212     $ -     $ 7,032,064  

Chief Executive Officer, President

 

2015

  $ 600,000     $ 90,000     $ 6,359,128     $ 1,500,000     $ -     $ 8,549,128  

and Chairman of the Board

 

2014

  $ 600,000     $ -     $ 5,160,014     $ 1,373,658     $ -     $ 7,133,672  

Bernie Blegen (6)

 

2016

  $ 237,890     $ 23,400     $ 669,667     $ 222,718     $ -     $ 1,153,675  

Chief Financial Officer

                                                   

Deming Xiao

 

2016

  $ 340,000     $ 40,800     $ 1,587,624     $ 388,328     $ 157,265     $ 2,514,017  

President of Asia Operations

 

2015

  $ 340,000     $ 40,800     $ 2,220,816     $ 476,000     $ 64,649     $ 3,142,265  
   

2014

  $ 340,000     $ -     $ 1,566,716     $ 418,000     $ 88,041     $ 2,412,757  

Maurice Sciammas

 

2016

  $ 340,000     $ 40,800     $ 1,587,624     $ 388,328     $ -     $ 2,356,752  

Senior Vice President,

 

2015

  $ 340,000     $ 40,800     $ 2,220,816     $ 476,000     $ -     $ 3,077,616  

Worldwide Sales and Marketing

 

2014

  $ 300,000     $ -     $ 1,382,415     $ 390,000     $ -     $ 2,072,415  

Saria Tseng

 

2016

  $ 340,000     $ 40,800     $ 1,587,624     $ 388,328     $ -     $ 2,356,752  

Vice President, Strategic Corporate

 

2015

  $ 340,000     $ 40,800     $ 2,220,816     $ 476,000     $ -     $ 3,077,616  

Development and General Counsel

 

2014

  $ 300,000     $ -     $ 1,382,415     $ 390,000     $ -     $ 2,072,415  

Meera Rao (7)

 

2016

  $ 82,269     $ -     $ 1,266,607     $ -     $ -     $ 1,348,876  

Former Chief Financial Officer

 

2015

  $ 310,000     $ 37,200     $ 1,794,985     $ 434,000     $ -     $ 2,576,185  
   

2014

  $ 280,000     $ -     $ 1,128,953     $ 366,000     $ -     $ 1,774,953  

_______________

 

(1)

Includes discretionary cash bonuses approved by the Compensation Committee and the Board. For more information, see the section “ Executive Officer Compensation Compensation Discussion and Analysis.”

 

 

(2)

For more information regarding the stock awards, see the section Executive Officer Compensation   Compensation Discussion and Analysis.” The amounts reflect the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, excluding the impact of estimated forfeitures. The grant date fair value of time-based RSUs and PSUs granted in 2014 and 2015 was based on the closing stock price on the date of grant. The grant date fair value of MPSUs was estimated using a Monte Carlo simulation method.

 

PSUs granted in 2016 contain a purchase price feature, which requires the NEOs to pay MPS $20 per share upon vesting of the shares. Shares that do not vest will not be subject to the purchase price payment to MPS. The grant date fair value of these PSUs with the purchase price feature was estimated using the Black-Scholes model.

 

Assumptions used in the calculation of the stock awards are included in Note 1 and Note 7 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 1, 2017.

 

 

(3)

Assuming the achievement of the highest level of performance criteria, the aggregate grant date fair value of the stock awards in 2016 would be as follows: (a) $15,686,556 for Mr. Hsing, (b) $1,933,785 for Mr. Blegen, (c) $4,762,871 for Mr. Xiao, (d) $4,762,871 for Mr. Sciammas, (e) $4,762,871 for Ms. Tseng, and (f) $3,799,821 for Ms. Rao.  Assuming the achievement of the highest level of performance criteria, the aggregate grant date fair value of the stock awards in 2015 would be as follows: (a) $18,895,687 for Mr. Hsing, (b) $7,187,221 for Mr. Xiao, (c) $7,187,221 for Mr. Sciammas, (d) $7,187,221 for Ms. Tseng, and (e) $5,850,077 for Ms. Rao.  Assuming the achievement of the highest level of performance criteria, the aggregate grant date fair value of the stock awards in 2014 would be as follows: (a) $12,900,019 for Mr. Hsing, (b) $3,916,773 for Mr. Xiao, (c) $3,456,020 for Mr. Sciammas, (d) $3,456,020 for Ms. Tseng, and (e) $2,822,399 for Ms. Rao.

 

 

(4)

The amounts reflect the short-term cash incentive compensation earned by the NEOs under our non- equity incentive plan, as described under the section “Executive Officer Compensation Compensation Discussion and Analysis.”  

 

 

(5)

The “other compensation” for Mr. Xiao represents the value of the vested equity interest in a subsidiary of MPS that owned a corporate apartment in Chengdu, China, which was provided to Mr. Xiao in connection with his extended stay in China due to his increased responsibilities in our operations in Asia. See the section Executive Officer Compensation —Potential Payments Upon Termination or Termination Upon Change in Control - Employment Agreements and Change in Control Arrangements” for more information. Other than these amounts, we did not provide other benefits or compensation for the NEOs that is required to be disclosed under Item 402(c) of Regulation S-K.

 

 

(6)

Mr. Blegen was appointed Chief Financial Officer on July 19, 2016 and was not an NEO prior to such date.

 

 

(7)

Ms. Rao retired from MPS on March 31, 2016. No short-term cash incentive compensation was earned by Ms. Rao in 2016 and all of Ms. Rao’s unvested stock awards as of March 31, 2016 were cancelled. In addition, no termination or other benefits were paid by MPS to Ms. Rao as a result of her retirement.

   

 
27

 

   

Grants of Plan-Based Awards for the Year Ended December 31, 2016

 

           

Estimated Future Payouts Under Non-Equity
Incentive Plan Awards (1)

   

Estimated Future Payouts Under Equity
 Incentive Plan Awards (2)

   

All Other

Stock

   

 

 

NEOs

 

Grant Date

   

Threshold

   

Target

   

Maximum

   

Threshold

   

Target

   

Maximum

   

Awards: Number of
Shares of

Stock or
Units

    Grant Date
Fair Value of
 Stock and
Option
Awards (3)
 

Michael Hsing

    -     $ -     $ 600,000     $ 1,500,000       -       -       -       -       -  
   

2/2/2016

      -       -       -       -       132,376       397,128       -     $ 5,228,852  

Bernie Blegen (4)

    -     $ -     $ 156,000     $ 273,000       -       -       -       -       -  
   

2/2/2016

      -       -       -       -       641       1,282       -     $ 25,320  
   

2/2/2016

      -       -       -       -       -       -       423     $ 24,949  
   

7/19/2016

      -       -       -       -       12,067       36,201       -     $ 619,398  

Deming Xiao

    -     $ -     $ 272,000     $ 476,000       -       -       -       -       -  
   

2/2/2016

      -       -       -       -       40,193       120,579       -     $ 1,587,624  

Maurice Sciammas

    -     $ -     $ 272,000     $ 476,000       -       -       -       -       -  
   

2/2/2016

      -       -       -       -       40,193       120,579       -     $ 1,587,624  

Saria Tseng

    -     $ -     $ 272,000     $ 476,000       -       -       -       -       -  
   

2/2/2016

      -       -       -       -       40,193       120,579       -     $ 1,587,624  

Meera Rao (5)

    -     $ -     $ 248,000     $ 434,000       -       -       -       -       -  
   

2/2/2016

      -       -       -       -       32,066       96,198       -     $ 1,266,607  

_______________

 

(1)

The amounts reflect the threshold, target, and maximum awards under the short-term cash incentive compensation program, which is described in detail in the section “ Executive Officer Compensation Compensation Discussion and Analysis.”  

 

 

(2)

The amounts reflect the threshold, target, and maximum number of shares that may be earned under the long-term equity incentive compensation program, which is described in detail in the section “ Executive Officer Compensation Compensation Discussion and Analysis.”    PSUs granted in 2016 contain a purchase price feature, which requires the NEOs to pay MPS $20 per share upon vesting of the shares. Shares that do not vest will not be subject to the purchase price payment to MPS. The target number of shares granted to each NEO was determined based on the equity compensation value divided by the closing stock price on the date of grant less the purchase price.

 

 

(3)

The amounts reflect the aggregate grant date fair value of each award based on the target level of performance and calculated in accordance with ASC Topic 718, excluding the impact of estimated forfeitures. The grant date fair value of these PSUs with the purchase price feature was estimated using the Black-Scholes model. The grant date fair value of time-based RSUs was based on the closing stock price on the date of grant. 

 

Assumptions used in the calculation of the stock awards are included in Note 1 and Note 7 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 1, 2017.   

 

 

(4)

Mr. Blegen’s stock awards include time-based RSUs and PSUs granted to him prior to his appointment as Chief Financial Officer on July 19, 2016. Mr. Blegen was not an NEO prior to such date.

 

 

(5)

No short-term cash incentive compensation was earned by Ms. Rao in 2016. In addition, all of Ms. Rao’s unvested stock awards were cancelled in connection with her retirement from MPS on March 31, 2016.

 

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards During the Year Ended December 31, 2016

 

A discussion of 2016 salaries, incentive plans and awards is set forth under the section “Executive Officer Compensation - Compensation Discussion and Analysis,” including a discussion of the material terms and conditions of the short-term cash incentive compensation and PSUs.

 

Equity Incentive Grant Policies

 

We maintain the Monolithic Power Systems Equity Award Grant Policy, which is designed to work in concert with: (1) the administrative provisions of our 2014 Equity Incentive Plan and such other plans as we may adopt from time to time (which we refer to collectively as the Plans), (2) the requirements of the Delaware General Corporation Law, (3) the corporate governance requirements of NASDAQ, (4) applicable rules and regulations of the SEC, including those relating to Section 16 of the 1934 Act, and (5) relevant sections of the Internal Revenue Code. Grants to our NEOs are made pursuant to this policy, must be approved by the Board or the Compensation Committee and will only be granted at specific times during the year, as described in further detail below.

 

 
28

 

 

Plan and Corporate Authorization

 

Under the Plans, the authorization to administer the grant of equity incentive awards is conferred upon the Board or any committee of the Board as properly constituted under applicable laws. The Board has delegated to the Compensation Committee the authority to serve as administrator of the Plans (including the authority to grant awards under the Plans), and has approved a charter outlining the responsibilities of this committee which also includes this express authority. The delegation of authority to the Compensation Committee is not exclusive; the Board retains the right to formally approve award grants as well. The Compensation Committee may form and delegate authority to subcommittees when appropriate.

 

In addition, the Board has delegated limited authority for grants of equity awards under the Plans to new employees and consultants to a committee consisting of the Chief Executive Officer (which committee we refer to as the Equity Award Committee). The authority does not extend to grants to the NEOs. The delegation of authority to the Equity Award Committee is not exclusive; the Board and Compensation Committee retain the right to formally approve award grants as well.

 

Equity Grants to New Hires

 

Grants to newly hired employees and consultants (other than Executive Officers as defined below) will generally be made on the date of the next regularly scheduled Board meeting subsequent to the employees’ start date. Management submits the employee equity award recommendations to the Compensation Committee and, if such equity awards are approved by the Compensation Committee, such equity awards will be granted effective as of the date of a meeting approving such awards as evidenced by written minutes of such meeting or the date of the last verification signature or electronic verification over email in the event of a written consent in lieu of the meeting.

 

New hire grants made to “Executive Officers” (currently defined as the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief Operations Officer, President, employees who are members of the Board and any other employee determined by the Board to be an Executive Officer) generally will only be granted on the date of the next regularly scheduled Board meeting subsequent to the Executive Officer’s start date and following the recommendation of such grant by the Compensation Committee.

 

Equity Grants to Existing Employees or Incumbent Members of the Board

 

Generally, annual grants of equity awards shall be made to key performers at a regularly scheduled Board meeting. Equity awards to non-employee members of the Board shall be made by the Board or pursuant to any automatic grant provisions in the Plans.

 

 
29

 

    

Outstanding Equity Awards at 2016 Year-End

 

The following table sets forth, as to the NEOs, certain information concerning their outstanding stock awards at December 31, 2016. There were no outstanding option awards held by the NEOs as of December 31, 2016.

 

    Stock Awards  

NEOs

 

Grant Date

   

Number of

Shares of

Restricted

Stock Units

that Have Not

Vested

   

Market Value

of Shares of

Restricted

Stock Units

That Have Not

Vested (1)

   

Equity

Incentive Plan

Awards:

Number of

Unearned

Restricted

Stock Units

That Have Not

Vested

   

Equity

Incentive Plan

Awards:

Market or

Payout Value

of Unearned

Restricted

Stock Units

That Have Not

Vested (1)

 

Michael Hsing

 

2/11/2013

(2)

    16,633     $ 1,392,004       -       -  
   

12/14/2013

(3)

    550,000     $ 45,941,500       -       -  
   

2/4/2014

(4)

    105,314     $ 8,760,497       -       -  
   

2/3/2015

(5)

    11,076     $ 925,178       -       -  
   

2/3/2015

(6)

    225,944     $ 18,639,184       -       -  
   

12/31/2015

(7)

    26,817     $ 2,207,843       -       -  
   

12/31/2015

(8)

    -     $ -       18,810     $ 1,556,151  
   

2/2/2016

(9)

    -     $ -       132,376     $ 8,303,946  

Bernie Blegen

 

2/5/2013

(10)

    260     $ 21,835       -       -  
   

2/5/2013

(11)

    484     $ 40,545       -       -  
   

12/14/2013

(3)

    36,000     $ 3,007,080       -       -  
   

4/22/2014

(10)

    984     $ 82,636       -       -  
   

4/22/2014

(12)

    1,788     $ 149,150       -       -  
   

10/21/2014

(10)

    927     $ 77,571       -       -  
   

2/3/2015

(13)

    2,460     $ 203,687       -       -  
   

2/2/2016

(10)

    344     $ 28,459       -       -  
   

2/2/2016

(14)

    -     $ -       641     $ 40,210  
   

7/19/2016

(9)

    -     $ -       12,067     $ 752,136  

Deming Xiao

 

2/11/2013

(2)

    6,389     $ 534,691       -       -  
   

12/14/2013

(3)

    216,000     $ 18,042,480       -       -  
   

2/4/2014

(4)

    31,977     $ 2,659,992       -       -  
   

2/3/2015

(5)

    3,363     $ 280,911       -       -  
   

2/3/2015

(6)

    68,604     $ 5,659,467       -       -  
   

12/31/2015

(7)

    14,628     $ 1,204,323       -       -  
   

12/31/2015

(8)

    -     $ -       10,260     $ 848,810  
   

2/2/2016

(9)

    -     $ -       40,193     $ 2,521,307  

Maurice Sciammas

 

2/11/2013

(2)

    5,637     $ 471,757       -       -  
   

12/14/2013

(3)

    216,000     $ 18,042,480       -       -  
   

2/4/2014

(4)

    28,214     $ 2,346,969       -       -  
   

2/3/2015

(5)

    3,363     $ 280,911       -       -  
   

2/3/2015

(6)

    68,604     $ 5,659,467       -       -  
   

12/31/2015

(7)

    14,628     $ 1,204,323       -       -  
   

12/31/2015

(8)

    -     $ -       10,260     $ 848,810  
   

2/2/2016

(9)

    -     $ -       40,193     $ 2,521,307  

Saria Tseng

 

2/11/2013

(2)

    5,637     $ 471,757       -       -  
   

12/14/2013

(3)

    216,000     $ 18,042,480       -       -  
   

2/4/2014

(4)

    28,214     $ 2,346,969       -       -  
   

2/3/2015

(5)

    3,363     $ 280,911       -       -  
   

2/3/2015

(6)

    68,604     $ 5,659,467       -       -  
   

12/31/2015

(7)

    14,628     $ 1,204,323       -       -  
   

12/31/2015

(8)

    -     $ -       10,260     $ 848,810  
   

2/2/2016

(9)

    -     $ -