MICROVISION INC
For the period ended Apr 29, 2024. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2024 · Filed Apr 29, 2024
Contents
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last four completed fiscal years. In determining the “compensation actually paid” to our named executive officers (our “NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in each such previous year, as the valuation methods for this disclosure under Item 402(v) differ from those required in reporting the compensation information in the Summary Compensation Table. For our NEOs other than our principal executive officer (our “PEO”), compensation is reported as an average.
| Value of Initial Fixed $100 Investment Based On: · Company Selected Measure | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year (1) | Summary Compensation Total for PEO S. Sharma | Compensation Actually Paid to PEO S. Sharma (2) | Summary Compensation Total for PEO P. Mulligan | Compensation Actually Paid to PEO P. Mulligan | Average Summary Compensation Table Total for Non-PEOs | Average Compensation Actually Paid to Non-PEOs (2) | MVIS Total Stockholder Return (3) | Peer Group Total Stockholder Return (3) | Net Loss (in thousands) (4) | Stock Price (5) |
| (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2023 | $4,726,729 | $796,329 | $— | $— | $390,950 | $168,392 | $369.44 | $146.11 | $(82,842) | $2.66 |
| 2022 | $8,880,000 | $3,202,400 | $— | $— | $3,016,975 | $1,326,728 | $326.39 | $124.04 | $(53,091) | $2.35 |
| 2021 | $4,548,622 | $6,102,497 | $— | $— | $1,339,349 | $1,474,410 | $695.83 | $154.19 | $(43,200) | $5.21 |
| 2020 | $241,565 | $1,414,065 | $69,679 | $69,679 | $342,741 | $1,353,899 | $747.22 | $122.56 | $(13,634) | $5.38 |
| (1) | The PEO and Non-PEOs for the applicable years were as follows: in 2023 and 2022, Mr. Sharma served as PEO and Mr. Verma and Ms. Markham each served as a Non-PEO for the entire year; in 2021, Mr. Sharma served as PEO for the entire year and Mr. Verma, Ms. Markham, Mr. Stephen Holt and Mr. David Westgor each served as a Non-PEO for a portion of the year; for 2020, Mr. Sharma and Mr. Mulligan each served as PEO for a portion of the year, and Mr. Holt and Mr. Westgor each served as a Non-PEO for the entire year. |
| (2) | The Summary Compensation Table totals reported for the PEO and the average of the Non-PEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”: the summary compensation table totals were decreased for amounts reported under the “Option Awards” and “Stock Awards” columns and increased/decreased for the inclusion of Rule 402(v) equity values, which reflect the aggregate of the following components, as applicable (i) the fair value as of the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; and (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less the fair value at the end of the prior year of awards granted prior to the listed fiscal year that failed to meet applicable vesting conditions during the listed fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
| Description of Adjustment · 2023 · 2022 · 2021 · 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Summary Compensation Table Total Compensation for PEO S. Sharma | $4,726,729 | $8,880,000 | $4,548,622 | $241,565 | |||
| Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year | $(4,245,000) | $(8,571,000) | $(4,245,000) | $ | - | ||
| Adjust for year-end fair value of equity awards granted in the applicable fiscal year that are outstanding and unvested as of the applicable fiscal year end | $ | - | 1,786,400 | - | - | ||
| Adjust for change in fair value at year-end of equity awards granted in prior years that are outstanding and unvested as of the applicable fiscal year | $(414,400) | $ | - | $(9,250) | $1,165,000 | ||
| Adjust for vesting date fair value of equity awards granted and vested in applicable fiscal year | $729,000 | 1,149,000 | 4,200,000 | $ | - | ||
| Adjust for change in fair value of equity awards granted in prior years that vested in the applicable fiscal year | $ | - | $(42,000) | $1,608,125 | $7,500 | ||
| Compensation Actually Paid to PEO S. Sharma | $796,329 | $3,202,400 | $6,102,497 | $1,414,065 | |||
| Summary Compensation Table Total Compensation for Non-PEOs | $390,950 | $3,016,975 | $1,339,349 | $342,741 | |||
| Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year | - | $(2,472,000) | $(1,097,114) | $ | - | ||
| Add year-end fair value of equity awards granted in the applicable fiscal year that are outstanding and unvested as of the applicable fiscal year-end | $ | - | $1,020,800 | $285,137 | $ | - | |
| Adjust for year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the applicable fiscal year | $(225,904) | $(186,987) | $(1,850) | $1,004,491 | |||
| Adjust for change in fair value of equity awards granted in prior years that vested in the applicable fiscal year | $3,346 | $(52,060) | $975,788 | $6,667 | |||
| Subtract prior year-end fair value of equity award granted in prior years that failed to vest in the applicable fiscal year | $ | - | $ | - | $(26,900) | $ | - |
| Compensation Actually Paid to Non-PEOs | $168,392 | $1,326,728 | $1,474,410 | $1,353,899 | |||
| (3) | An investment of $100 is assumed to have been made in our common stock as of December 31, 2019. We have selected the Dow Jones U.S. Electronic & Electrical Equipment Index (DJUSEE) as our peer group. An investment of $100 is assumed to have been made in the DJUSEE as of December 31, 2019. |
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| (4) | The dollar amounts reported represent the amount of the net loss reflected in our audited financial statements of the applicable fiscal year. |
| (5) | The stock prices reported here are the closing prices on the last trading day of the relevant fiscal year. Stock price was chosen from the following three most important financial performance measures used to link compensation actually paid to our PEO and other NEOs in 2023 to company performance: |
Performance Metrics
| Stock Price Targets | Serve as performance objectives in our performance-equity-based |
|---|---|
| PRSU program for executives | |
| Revenue | A factor in assessing market progress and critical to the company’s long-term sustainability |
| Adjusted EBITDA | A key non-GAAP measure used by our Board and management to evaluate company performance |
While we are required to disclose our net loss for each covered fiscal year, this is not a metric used in our compensation programs at this time.
Narrative Disclosure of Pay Versus Performance Table. In the “Compensation Discussion & Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. We believe that our executive compensation program and the executive compensation decisions included in the 2023 Summary Compensation Table and related disclosures appropriately reward our PEO and non-PEOs for driving efforts of our entire team toward our collective strategic goals, thereby supporting the long-term value creation for our shareholders.
The values included in the columns for Compensation Actually Paid to our PEO and non-PEOs, calculated in accordance with newly adopted SEC disclosure rules, in each of the fiscal years reported above and over the four-year cumulative period shows how the compensation awarded fluctuated year-over-year, primarily based on our stock price as of the last day of the listed fiscal year, among other factors. As the values change considerably from year-to-year based on stock price performance, they may not serve as a meaningful indicator of our compensation philosophy.
Compensation Actually Paid and Performance Measures. The following graphical comparisons reflect the relationship between our PEO and average non-PEO compensation “actually paid” versus the performance measures in the pay versus performance table from 2020 to 2023:
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The significant increase in compensation actually paid to our PEO and non-PEOs from 2020 to 2021 is due to increases in the fair value of equity awards at the time of vesting during 2021, primarily the vesting of awards held by our PEO and former non-PEOs, as well as the lack of any equity award grants in 2020 for any named executive officers. Conversely, the decrease in compensation paid to our PEO and non-PEOs from 2021 to 2022 is due to the decrease in the market price of MicroVision stock from the end of 2021 to the end of 2022. The decrease in compensation paid to our PEO and non-PEOs from 2022 to 2023 is due to the lack of new equity awards being granted in 2023, other than Mr. Sharma’s annual award of 300,000 RSUs pursuant to his employment agreement, and the decrease in fair value of outstanding PSU awards.
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