The following table presents specified executive compensation and financial performance measures for the Company’s five most recently completed fiscal years.
| Year · SummaryCompensationTable Total for PEO(Henderson) · CompensationActually Paidto PEO (Henderson) (1) · SummaryCompensationTable Total for PEO (Heinzmann) · CompensationActually Paidto PEO (Heinzmann) (2) · AverageSummaryCompensationTable Total for Non-PEO NEOs (1) · AverageCompensationActually Paid to Non-PEO NamedExecutiveOfficers (3) · Value of Initial Fixed $100 Investment Based On: · Net(Loss) Income (5) · AdjustedEarningsPer Share (6) |
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| Total Shareholder Return · Peer Group Total Shareholder Return (4) |
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| 2025 | $19,595,398 | $25,231,733 | $831,485 | ($342,042) | $3,909,051 | $3,895,752 | $104.32 | $236.57 | ($71.7) | $10.69 |
| 2024 | N/A | N/A | $6,305,684 | $3,800,367 | $2,088,026 | $1,408,345 | $96.01 | $176.57 | $100.2 | $7.97 |
| 2023 | N/A | N/A | $6,641,506 | $8,714,124 | $2,044,741 | $2,860,318 | $107.85 | $132.15 | $259.5 | $11.75 |
| 2022 | N/A | N/A | $6,932,546 | $1,230,392 | $2,268,933 | $327,118 | $87.89 | $103.42 | $373.3 | $17.26 |
| 2021 | N/A | N/A | $6,170,131 | $10,569,353 | $2,155,166 | $3,602,524 | $124.46 | $125.35 | $283.8 | $12.88 |
| (1) | The table below outlines the amounts included as additions and deductions in the calculation of Compensation Actually Paid (CAP) for our Principal Executive Officer (PEO), Gregory N. Henderson, our current Chief Executive Officer who was a PEO during 2025 but not during fiscal years 2024, 2023, 2022, or 2021. |
| Year · Reported Summary Compensation Table total for PEO (Henderson) · Reported Value of Equity Awards · Equity Award Adjustments (a) · Compensation Actually Paid to PEO (Henderson) |
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| ($) · ($) Stock Awards - PSUs(b) · ($) Stock Awards - RSUs(c) · ($) Option Awards(d) · ($) Stock Awards - PSUs (e) · ($) Stock Awards(f) · ($) Option Awards(g) · ($) |
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| 2025 | $19,595,398 | $14,545,184 | $2,275,057 | N/A | $19,054,202 | $3,407,774 | ($5,400) | $25,231,733 |
| 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
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| 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
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| 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
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| 2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
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| (a) | The methodology for estimating the fair value of performance share awards at each applicable measurement date is consistent with the Monte Carlo methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2025 Annual Reports on Form 10-K. The methodology for estimating the fair value of restricted stock unit awards is consistent with the methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2025 Annual Reports on Form 10-K. The methodology for estimating the fair value of stock option awards at each applicable measurement date is consistent with the Black Scholes methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2021-2025 Annual Reports on Form 10-K, with the exception of the expected life assumption. The expected life assumption used in estimating the stock option valuations noted above ranges from 1.78 to 3.86 years. |
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| (b) | The reported value of performance share awards represents the grant date fair value of performance share awards as reported in the “Stock Awards - PSUs” column of the Summary Compensation Table for each applicable year, and includes dividend equivalents on unvested shares if applicable to that award. |
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| (c) | The reported value of restricted stock awards represents the grant date fair value of restricted stock awards as reported in the “Stock Awards - RSUs” column of the Summary Compensation Table for each applicable year, and includes dividend equivalents on unvested shares if applicable to that award. |
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| (d) | The reported value of option awards represents the grant date fair value of stock option awards as reported in the “Option Awards” column of the Summary Compensation Table for each applicable year. |
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| (e) | The performance share equity award adjustments incorporate the following additions (or subtractions, as applicable): |
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| (i) | the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: $19,054,202 |
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| (ii) | the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: (No PSUs were granted in prior years.) |
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| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: (No PSUs were granted in prior years.) |
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| (f) | The restricted stock equity award adjustments incorporate the following additions (or subtractions, as applicable): |
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| (i) | the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: $3,407,430 |
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| (ii) | the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: $12,915 |
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| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: ($12,571) |
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| (g) | The option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: |
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| (i) | the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: (No option awards were granted in the current fiscal year.) |
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| (ii) | the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: $5,067 |
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| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: ($10,467) |
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| (2) | The table below outlines the amounts included as additions and deductions in the calculation of Compensation Actually Paid (CAP) for our Principal Executive Officer (PEO), David W. Heinzmann, our former Chief Executive Officer who was a PEO during all the fiscal years in the table. |
| Year · Reported Summary Compensation Table total for PEO (Heinzmann) · Reported Value of Equity Awards · Equity Award Adjustments (a) · Compensation Actually Paid to PEO (Heinzmann) |
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| ($) · ($) Stock Awards - RSUs (b) · ($) Option Awards (c) · ($) Stock Awards - RSUs(d) · ($) Option Awards (e) · ($) |
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| 2025 | $831,485 | N/A | N/A | ($399,525) | ($774,002) | ($342,042) |
| 2024 | $6,305,684 | $2,459,382 | $2,419,233 | $1,988,796 | $384,502 | $3,800,367 |
| 2023 | $6,641,506 | $2,291,379 | $2,304,434 | $3,184,473 | $3,483,958 | $8,714,124 |
| 2022 | $6,932,546 | $1,960,305 | $1,984,294 | $361,791 | ($2,119,346) | $1,230,392 |
| 2021 | $6,170,131 | $1,715,931 | $1,396,152 | $2,936,037 | $4,575,268 | $10,569,353 |
| (a) | The methodology for estimating the fair value of restricted stock unit awards is consistent with the methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2025 Annual Reports on Form 10-K. The methodology for estimating the fair value of stock option awards at each applicable measurement date is consistent with the Black Scholes |
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methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2021-2025 Annual Reports on Form 10-K, with the exception of the expected life assumption. The expected life assumption used in estimating the stock option valuations noted above ranges from 0.50 to 4.02 years.
| (b) | The reported value of restricted stock awards represents the grant date fair value of restricted stock awards as reported in the “Stock Awards - RSUs” column of the Summary Compensation Table for each applicable year. |
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| (c) | The reported value of option awards represents the grant date fair value of stock option awards as reported in the “Option Awards” column of the Summary Compensation Table for each applicable year. |
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| (d) | The restricted stock equity award adjustments incorporate the following additions (or subtractions, as applicable): |
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| (i) | the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: (No RSUs were granted in the current fiscal year.); 2024: $2,547,919; 2023: $2,564,562; 2022: $1,870,840; 2021: $2,027,364 |
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| (ii) | the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: (No RSUs were outstanding and unvested at the end of the fiscal year.); 2024: ($274,643); 2023: $382,942; 2022: ($780,780); 2021: $673,996; |
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| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: $($399,525); 2024: ($284,480); 2023: $236,969; 2022: ($728,269); 2021: $234,677 |
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| (e) | The option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: |
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| (i) | the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: (No option awards were granted in the current fiscal year.); 2024: $2,074,960; 2023: $2,656,968; 2022: $1,816,846; 2021: $1,856,699 |
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| (ii) | the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: (No option awards were granted in the current fiscal year.); 2024: ($1,065,770); 2023: $396,935; 2022: ($1,904,221); 2021: $2,124,028 |
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| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: ($774,002); 2024: ($624,688); 2023: $430,055; 2022: ($2,031,971); 2021: $594,541 |
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| (3) | The table below outlines the amounts included as additions and deductions in the calculation of compensation actually paid (CAP) for Non-PEO NEOs. |
| Year · Reported Summary Compensation Table Total for Non-PEO NEOs · Reported Value of Equity Awards · Equity Award Adjustments (a) · Compensation Actually Paid to Non-PEO NEOs |
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| ($) · ($) Stock Awards - PSUs (b) · ($) Stock Awards - RSUs(c) · ($) Option Awards (d) · ($) Stock Awards - PSUs (e) · ($) Stock Awards - RSUs(f) · ($) Option Awards (g) · ($) |
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| 2025(h) | $3,909,051 | $981,628 | $1,173,316 | N/A | $1,329,607 | $1,002,352 | ($190,314) | $3,895,752 |
| 2024(i) | $2,088,026 | N/A | $655,283 | $644,564 | N/A | $529,439 | $90,727 | $1,408,345 |
| 2023(j) | $2,044,741 | N/A | $590,901 | $594,262 | N/A | $874,386 | $1,126,354 | $2,860,318 |
| 2022(k) | $2,268,933 | N/A | $536,076 | $542,601 | N/A | ($29,073) | ($834,065) | $327,118 |
| 2021(l) | $2,155,166 | N/A | $649,769 | $428,533 | N/A | $1,067,878 | $1,457,782 | $3,602,524 |
| (a) | The methodology for estimating the fair value of performance share awards at each applicable measurement date is consistent with the Monte Carlo methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2025 Annual Reports on |
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Form 10-K. The methodology for estimating the fair value of restricted stock unit awards is consistent with the methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2025 Annual Reports on Form 10-K. The methodology for estimating the fair value of stock option awards at each applicable measurement date is consistent with the Black Scholes methodology as described in Note 12 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our 2021-2025 Annual Reports on Form 10-K, with the exception of the expected life assumption. The expected life assumption used in estimating the stock option valuations noted above ranges from 0.50 to 4.02 years.
| (b) | The reported value of performance share awards represents the grant date fair value of performance share awards as reported in the “Stock Awards - PSUs” column of the Summary Compensation Table for each applicable year, and includes dividend equivalents on unvested shares if applicable to that award. |
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| (c) | The reported value of restricted stock awards represents the grant date fair value of restricted stock awards as reported in the “Stock Awards - RSUs” column of the Summary Compensation Table for each applicable year, and includes dividend equivalents on unvested shares if applicable to that award. |
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| (d) | The reported value of option awards represents the grant date fair value of stock option awards as reported in the “Option Awards” column of the Summary Compensation Table for each applicable year. |
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| (e) | The performance share equity award adjustments incorporate the following additions (or subtractions, as applicable): |
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| (i) | the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: $1,329,607 |
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| (ii) | the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: (No PSUs were granted in prior years.) |
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| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: (No PSUs were granted in prior years.) |
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| (f) | The restricted stock equity award adjustments for stock in each applicable year include the addition (or subtraction, as applicable) of the following |
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| (i) | the respective year-end estimated fair value of any equity awards granted in the applicable year that are both outstanding and unvested as of each year; 2025: $1,081,732; 2024: $678,873; 2023: $661,349; 2022: $511,609; 2021: $771,458 |
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| (ii) | the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: $30,902 2024: ($71,744); 2023: $115,945; 2022: ($339,626); 2021: $235,855 |
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| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: ($36,892); 2024: ($77,690); 2023: $97,092; 2022: ($201,056); 2021: $60,565 |
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| (iv) | for all awards granted in prior years that failed to meet vesting conditions in the applicable year, the amount equal to the reduction in fair value due to forfeiture compared to the estimated fair value from the prior fiscal year; 2025: ($73,390) |
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| (g) | The option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: |
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| (i) | the respective year-end estimated fair value of any equity awards granted in the applicable year that are outstanding and unvested as of each year; 2025: (No option awards were granted in the current fiscal year.); 2024: $552,838; 2023: $685,173; 2022: $496,813; 2021: $572,479 |
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| (ii) | the amount of change in estimated fair value as of the end of each applicable year as compared to the prior fiscal year for all awards granted in prior years that remain outstanding and unvested as of each year; 2025: $26,160; 2024: ($289,131); 2023: $110,705; 2022: ($795,064); 2021: $731,620 |
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| (iii) | for all awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date compared to the estimated fair value from the prior fiscal year; 2025: ($159,212); 2024: ($172,980); 2023: $330,476; 2022: ($535,814); 2021: $153,683 |
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| (iv) | for all awards granted in prior years that failed to meet vesting conditions in the applicable year, the amount equal to the reduction in fair value due to forfeiture compared to the estimated fair value from the prior fiscal year; 2025: ($57,262) |
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| (h) | For fiscal year 2025, the following NEOs are included in the calculation: Abhishek Khandelwal, Meenal A. Sethna, Ryan K. Stafford, Chad Marak, Deepak Nayar, and Peter Kim |
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| (i) | For fiscal year 2024, the following NEOs are included in the calculation: Meenal A. Sethna, Ryan K. Stafford, Chad Marak, and Deepak Nayar |
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| (j) | For fiscal year 2023, the following NEOs are included in the calculation: Meenal A. Sethna, Ryan K. Stafford, Maggie Chu, and Deepak Nayar |
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| (k) | For fiscal year 2022, the following NEOs are included in the calculation: Meenal A. Sethna, Ryan K. Stafford, Maggie Chu, and Deepak Nayar |
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| (l) | For fiscal year 2021, the following NEOs are included in the calculation: Meenal A. Sethna, Ryan K. Stafford, Maggie Chu, and Deepak Nayar |
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| (4) | For years 2021 – 2025, the Peer Group used for Total Shareholder Return (TSR) is the group of companies consisting of the Dow Jones Electrical Components and Equipment Industry Group Index consistent with the peer group as disclosed in Item 5 in our 2025 Annual Report on Form 10-K. |
| (6) | Company Selected Measure used is Adjusted Earnings Per Share. Adjusted Earnings Per Share (AIP EPS) is calculated as described for “AIP EPS” in footnote 1 on page 35. |
The following graphs illustrate the relationship of Compensation Actually Paid (CAP) for our PEOs and the average CAP for our Non-PEO NEOs in relationship to our Total Shareholder Return, Net Income and Adjusted EPS (the Company Selected Measure (CSM)). Additionally, the graphs also describe the relationship between our own TSR versus our peer group TSR. Compensation actually paid is influenced by numerous factors, including, but not limited to, share price volatility, new grant issuance and timing of vesting, as well as other factors
The most important Financial Performance measures used by the Company to link Compensation Actually Paid to Company Performance for the most recently completed fiscal year for PEOs and Non-PEO NEOs are as follows:
| (i) | Adjusted Earnings Per Share |
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| (iii) | Cash from Operations |
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