RICHARDSON ELECTRONICS, LTD.
For the period ended Oct 8, 2024. Filed Aug 23, 2024.
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Oct 8, 2024 · Filed Aug 23, 2024
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Contents
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K (“PvP Rules”) we are providing information regarding the relationship between executive compensation and our financial performance. In determining the Compensation Actually Paid (“CAP”) to our named executive officers, we are required to make various adjustments to amounts that are reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.
For additional information on how the Company aligns executive compensation with Company performance, see Elements of Executive Compensation ─ Annual Cash Incentive Compensation.
The table below summarizes compensation values both reported in our Summary Compensation Table, as well as the adjusted values as required by the PvP Rules for fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021.
| Average Summary · Average · Value of Initial Fixed $100 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Compensation · Compensation · Investment Based on: | ||||||||
| Summary Compensation · Compensation · Table Total For · Actually Paid to | ||||||||
| Table Total · Actually Paid · Non-PEO Named · Non-PEO Named · Total · Peer GroupTotal | ||||||||
| Year | for PEO | to PEO | Executive Officers | Executive Officers | Shareholder Return | Shareholder Return | Net Income | Revenue |
| 2024 | $1,546,052 | $683,982 | $621,590 | $262,766 | $295 | $119 | $61,000 | $196,460,000 |
| 2023 | 1,725,932 | 2,394,545 | 734,117 | 1,045,432 | 449 | 119 | 22,333,000 | 262,658,000 |
| 2022 | 1,368,106 | 2,060,566 | 643,663 | 978,487 | 356 | 134 | 17,927,000 | 224,620,000 |
| 2021 | 1,230,517 | 1,655,892 | 553,821 | 755,588 | 213 | 178 | 1,655,000 | 176,937,000 |
Mr. Edward J. Richardson served as the Principal Executive Officer (“PEO”) for fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021. The Other Non-PEO Named Executive Officers (“non-PEO - NEOs”)for fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021 included: Ms. Wendy S. Diddell, Mr. Gregory J. Peloquin, Mr. Robert J. Ben and Mr. Jens F. Rupert.
A reconciliation of the total compensation reported in the Summary Compensation Table to the Compensation Actually Paid for fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021 for the Company's Principal Executive Officer follows:
| Fiscal Year | ||||
|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | |
| Total Compensation, Summary Compensation Table | $1,546,052 | $1,725,932 | $1,368,106 | $1,230,517 |
| Deduction for amounts reported under the Stock Awards column in the SCT | (310,200) | (312,000) | (153,200) | (85,200) |
| Deduction for Amounts Reported under the Option Awards column in the SCT | (126,600) | (108,800) | (30,000) | (9,800) |
| Fair value of unvested Stock Options granted in fiscal year | 126,600 | 108,800 | 30,000 | 9,800 |
| Fair value of unvested Stock Award granted in fiscal year | 223,800 | 347,800 | 279,800 | 171,000 |
| Change in Fair Value of outstanding Options and Stock Awards granted in prior fiscal years | (665,910) | 517,530 | 418,897 | 227,235 |
| Change in Fair Value of outstanding Options and Stock Awards granted in prior fiscal year that vest during the fiscal years | (109,760) | 115,283 | 146,963 | 112,340 |
| Compensation Actually Paid | $683,982 | $2,394,545 | $2,060,566 | $1,655,892 |
A reconciliation of the total compensation reported in the Summary Compensation Table to the Compensation Actually Paid for fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021 for the Company's Non-PEO Named Executive Officers follows:
| Fiscal Year | ||||
|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | |
| Average Compensation, Summary Compensation Table | $621,590 | $734,117 | $643,663 | $553,821 |
| Deduction for amounts reported under the Stock Awards column in the SCT | (77,550) | (107,250) | (90,963) | (50,588) |
| Deduction for amounts reported under the Option Awards Column in the SCT | (79,125) | (68,000) | (15,563) | (5,084) |
| Fair value of unvested Stock Options granted in fiscal year | 79,125 | 68,000 | 15,563 | 5,084 |
| Fair value of unvested Stock Award granted in fiscal year | 55,950 | 119,556 | 166,131 | 101,531 |
| Change in Fair Value of outstanding Options and Stock Awards granted in prior fiscal years | (282,364) | 231,152 | 195,838 | 104,659 |
| Change in Fair Value of outstanding Options Stock Awards granted in prior fiscal years that vest during the fiscal year | (54,860) | 67,857 | 63,817 | 46,165 |
| Average of Compensation Actually Paid | $262,766 | $1,045,432 | $978,487 | $755,588 |
Analysis of the Information Presented in the Pay Versus Performance Table
We generally seek to incentivize long-term performance. Accordingly, compensation actually paid as disclosed in the table above may not specifically align with achievement of performance measures for a particular year. In accordance with the PvP Rules we are providing charts to illustrate the relationships between information presented in the Pay Versus Performance table for net income, revenue and total shareholder return (“TSR”).
Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income for fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021.
CAP vs. Net Income Compensation Actually Paid $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 $0 Net Income (dollars in millions) $25,000,000 $20,000,000 $15,000,000 $10,000,000 $5,000,000 $0 2021 2022 2023 PEO CAP NEO CAP Net Income
Compensation Actually Paid and Revenue
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Revenue for fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021.
CAP vs. Revenue Compensation Actually Paid $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 $0 Revenue (dollars in millions) $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 $0 2021 2022 2023 PEO CAP NEO CAP Revenue
Compensation Actually Paid and TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR and the Russell Microcap Technology’s (peer group) TSR for fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021.
CAP vs. TSR Compensation Actually Paid Total Shareholder Return $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 $0 $500 $450 $400 $350 $300 $250 $200 $150 $100 $50 $0 2021 2022 2023 PEO CAP NEO CAP Company TSR Peer Group TSR
Company TSR and Peer Group TSR
The following chart compares the Company’s cumulative TSR and the Russell Microcap Technology’s (peer group) TSR for fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021.
Company vs. Peer Group $500 $450 $400 $350 $300 $250 $200 $150 $100 $50 $0 2021 2022 2023 Company TSR Peer Group TSR
Financial Performance Measures
The most important metrics we use to determine compensation which is discussed in the Compensation Discussion and Analysis within the section of Elements of Executive Compensation are as follows:
Operating income
Revenue
Cash and investing activity targets
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.