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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cree Inc | NASDAQ:CREE | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 79.12 | 79.00 | 79.20 | 0 | 01:00:00 |
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Proxy Statement Pursuant to Section 14(a) of the
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Securities Exchange Act of 1934 (Amendment No.
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Form, Schedule or Registration Statement No.:
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Proposal No. 1—Election of eight directors
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Proposal No. 2—Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending June 30, 2019
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Proposal No. 3—Advisory (nonbinding) vote to approve executive compensation
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Annual Meeting of Shareholders
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Place:
Cree, Inc. offices at the Cree Lighting Experience Center, 4408 Silicon Drive, Durham, North Carolina 27703
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Date and time:
Monday, October 22, 2018, at 12:00 p.m.
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Record Date:
August 27, 2018
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Approximate Date of Availability of Proxy Materials
: September 12, 2018
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Voting:
Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to vote for each director nominee and to one vote for each of the other proposals to be voted on.
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Voting matters and Board recommendations
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Election of eight directors
(FOR THE NOMINEES)
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Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending June 30, 2019
(FOR)
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Advisory (nonbinding) vote to approve executive compensation
(FOR)
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Board nominees
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John C. Hodge.
Founding Partner of Rubicon Technology Partners.
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Clyde R. Hosein.
Executive Vice President and Chief Financial Officer of Automation Anywhere, Inc. Cree Director since 2005.
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Darren R. Jackson.
Former Board Member and Chief Executive Officer of Advance Auto Parts, Inc. Cree Director since May 2016.
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Duy-Loan T. Le.
President of DLE Management Consulting LLC.
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Gregg A. Lowe.
Cree, Inc. President and Chief Executive Officer. Cree Director since 2017.
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John B. Replogle.
Founding Partner of One Better Ventures, LLC. Cree Director since 2014.
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Thomas H. Werner.
Chairman and Chief Executive Officer of SunPower Corporation. Cree Director since 2006.
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Anne C. Whitaker.
Managing Director of Anne Whitaker Group, LLC. Cree Director since 2013.
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Executive officers at end of fiscal year
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Gregg A. Lowe
, President and Chief Executive Officer
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Michael E. McDevitt
, Executive Vice President and Chief Financial Officer
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David T. Emerson
, Executive Vice President–LED Products
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Independent auditors
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Although not required, we ask shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending June 30, 2019. Our Board of Directors recommends a FOR vote.
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Advisory (nonbinding) vote to approve executive compensation
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Annually, our shareholders consider and vote on the compensation of our named executive officers on an advisory (nonbinding) basis. Our Board of Directors recommends a FOR vote.
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Voting by Internet.
You can vote over the Internet by following the directions on your Notice to access the website address at
www.proxyvote.com
. The deadline for voting over the Internet is Sunday, October 21, 2018 at 11:59 p.m. Eastern time.
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Voting by Telephone.
You can vote by calling the toll-free telephone number at 1-800-690-6903. The deadline for voting by telephone is Sunday, October 21, 2018 at 11:59 p.m. Eastern time.
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Voting by Mail.
If you requested printed proxy materials, you can vote by completing and returning your signed proxy card. To vote using your proxy card, please mark, date and sign the card and return it by mail in the accompanying postage-paid envelope. You should mail your signed proxy card sufficiently in advance for it to be received by Sunday, October 21, 2018.
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Voting in Person.
You can vote in person at the meeting if you are the record owner of the shares to be voted. You can also vote in person at the meeting if you present a properly signed proxy that authorizes you to vote shares on behalf of the record owner. If a broker, bank, custodian or other nominee holds your shares, to vote in person at the meeting you must present a letter or other proxy appointment, signed on behalf of the broker or nominee, granting you authority to vote the shares.
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Proposal 1 (Election of Directors)
. Directors will be elected by a plurality of the votes cast. The nominees who receive the most votes will be elected to fill the available positions. Shareholders do not have the right to vote cumulatively in electing directors. Withholding authority in your proxy to vote for a nominee will result in the nominee receiving fewer votes.
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Proposal 2 (Ratification of Appointment of Auditors)
. The proposed ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal 2019 will be approved if the votes cast for approval exceed the votes cast against approval. Although shareholder ratification of the appointment is not required by law or the Company’s Bylaws, the Audit Committee has determined that, as a matter of corporate governance, the selection of independent auditors should be submitted to the shareholders for ratification. If the appointment of PricewaterhouseCoopers LLP is not ratified by a majority of the votes cast at the 2018 Annual Meeting, the Audit Committee will consider the appointment of other independent auditors for subsequent fiscal years. Even if the appointment is ratified, the Audit Committee may change the appointment at any time during the year if it determines that the change would be in the Company’s best interest and the best interests of the shareholders.
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Proposal 3 (Advisory (Nonbinding) Vote to Approve Executive Compensation)
. With respect to the advisory (nonbinding) vote to approve executive compensation, the executive compensation will be approved if the votes cast for approval exceed the votes cast against approval. Because your vote to approve executive compensation is advisory, it will not be binding upon the Board of Directors, it will not overrule any decision by the Board, and it will not create or imply any additional fiduciary duties on the Board or any member of the Board. The Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation arrangements.
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Name
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Age
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Principal Occupation and Background
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Director
Since
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John C. Hodge
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51
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Mr. Hodge is a founding partner of private-equity firm Rubicon Technology Partners, which he joined in 2012. Prior to that, Mr. Hodge was a Senior Advisor and Senior Managing Director with Blackstone Group, a private equity firm, from 2006 to 2011. From 1998 to February 2006, Mr. Hodge was Senior Advisor, Managing Director and Global Head of Corporate Finance of the Technology Group of Credit Suisse First Boston. He also previously held positions at Morgan Stanley and Robertson Stephens. Mr. Hodge has spent more than 25 years as an investor in and advisor to the global semiconductor and technology industry.
Mr. Hodge’s qualifications to serve as a director include his years of experience in private equity, corporate finance, and merger and acquisition transactions and his extensive experience as a director of semiconductor companies, including Silicon Image, Inc. from 2007 to 2014 and Freescale Semiconductor, Ltd. from 2008 to 2011. He brings to the Company’s Board of Directors his financial expertise and his work as a private equity investor analyzing and focusing on creating long-term value through operational improvements utilizing a repeatable process driven approach.
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N/A
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Clyde R. Hosein
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59
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Mr. Hosein has been a member of the Board of Directors since December 2005. Since February 2018, he has served as Chief Financial Officer of Automation Anywhere, Inc., an enterprise software provider of robotic process automation. From August 2013 to May 2017, he served as Executive Vice President and Chief Financial Officer of RingCentral, Inc., a publicly traded provider of software-as-a-service cloud-based business communications solutions. Prior to this, Mr. Hosein served from June 2008 to October 2012 as Chief Financial Officer of Marvell Technology Group Ltd., a publicly traded semiconductor provider of high-performance analog, mixed-signal, digital signal processing and embedded microprocessor integrated circuits, and he also served as its Interim Chief Operating Officer and Secretary from October 2008 to March 2010. From 2003 to 2008, he served as Vice President and Chief Financial Officer of Integrated Device Technology, Inc., a provider of mixed-signal semiconductor solutions. From 2001 to 2003, he served as Senior Vice President, Finance and Administration and Chief Financial Officer of Advanced Interconnect Technologies, a semiconductor assembly and test company. He has also held other senior level financial positions, including the role of Chief Financial Officer at Candescent Technologies, a developer of flat panel display technology. Early in his career he spent 14 years in financial and engineering roles at IBM Corporation.
Mr. Hosein’s qualifications to serve as a director include his service on the Company’s Board of Directors and its Audit Committee during the past thirteen years, his years of experience as an executive officer in publicly traded companies in the semiconductor industry, including his roles in operational management, his substantial experience as a chief financial officer responsible for the finance and accounting functions of publicly traded companies, his qualifications as an audit committee financial expert, and his technical background and significant experience in technology-based companies generally.
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2005
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Name
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Age
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Principal Occupation and Background
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Director
Since
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Darren R. Jackson
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53
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Mr. Jackson joined the Board of Directors in May 2016, and, effective as of the 2018 Annual Meeting of Shareholders, will become Chairman of the Board of Cree. From July 2004 to January 2016, he served on the Board of Directors of Advance Auto Parts, Inc., and served as its Chief Executive Officer from January 2008 to January 2016. Mr. Jackson also served as President of Advance Auto Parts from January 2008 to January 2009 and from January 2012 to April 2013. Prior to this, Mr. Jackson served in various executive positions with Best Buy Co., Inc., a specialty retailer of consumer electronics, office products, appliances and software, ultimately serving from July 2007 to December 2007 as Executive Vice President of Customer Operating Groups. Mr. Jackson joined Best Buy in 2000 and was appointed as its Executive Vice President-Finance and Chief Financial Officer in February of 2001. Prior to 2000, he served as Vice President and Chief Financial Officer of Nordstrom, Inc., Full-line Stores, a fashion specialty retailer, and held various senior positions, including Chief Financial Officer of Carson Pirie Scott & Company, a regional department store company. Mr. Jackson has also served as a director of Fastenal Company, which sells industrial and construction supplies, since July 2012.
Mr. Jackson has served as Chairman of the Company’s Audit Committee since August 2016. His qualifications to serve as a director include his years as a Chief Executive Officer, President and Chief Financial Officer of publicly traded companies in the retail and distribution industries, including his operational, logistical and executive management, financial and accounting acumen and experience.
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2016
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Duy-Loan T. Le
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56
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Ms. Le retired from Texas Instruments Inc. (NASDAQ: TXN) in July 2017, most recently holding the title of Senior Fellow since 2002. During her 33 year career at Texas Instruments, Ms. Le held various leadership positions, including Advanced Technology Ramp Manager for the Embedded Processing Division and worldwide project manager for the Memory Division. Since 2016, she has been president and sole partner of DLE Management Consulting LLC, a management consulting firm. Ms. Le has 33 years of experience in semiconductors, specifically in chip design, silicon manufacturing technology development, and advanced technology manufacturing from concept to high volume production, and 33 years of global business experience, including managing global R&D centers, joint ventures, foundries, and OSAT (Outsourced Semiconductor Assembly and Test) partnerships in Asia and Europe. Ms. Le is currently a member of the board of directors of Ballard Power Systems (NASDAQ: BLDP) and National Instruments Corp. (NASDAQ: NATI).
Ms. Le’s qualifications to serve as a director include her extensive experience in various aspects of semiconductor design and manufacture, including operations, research and development, product launch, customer interfacing, foundry partnership, and supply chain management while at Texas Instruments. She also has 16 years of experience serving on public company boards of directors.
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N/A
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Name
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Age
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Principal Occupation and Background
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Director
Since
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Gregg A. Lowe
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56
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Mr. Lowe has served as the Company’s President, Chief Executive Officer and as a member of the Board of Directors since September 2017. From June 2012 to December 2015, he served as president and CEO of Freescale Semiconductor, Ltd. a $5 billion company with 17,000 employees and products serving automotive, industrial, consumer and communications markets. Prior to that, he had a long career spanning 28 years at Texas Instruments, most recently serving as senior vice president and leader of the analog business. In addition to his experience with semiconductor companies, Mr. Lowe also holds board positions with Silicon Labs in Austin, Texas (NASDAQ: SLAB); Baylor Healthcare System in Dallas, Texas; and The Rock and Roll Hall of Fame in Cleveland, Ohio, where he co-chairs the education committee for the board.
Mr. Lowe brings to the Board extensive leadership and deep industry experience from his long career serving publicly-traded companies in the semiconductor industry. Further, Mr. Lowe’s leadership position as the Chief Executive Officer of the Company equips him with a unique perspective to inform Board deliberations on the vision for the company moving forward in addition to crucial insights on the general management and operations of the Company.
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2017
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John B. Replogle
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52
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Mr. Replogle joined the Board of Directors in January 2014. Since October 2017, he has served as a Founding Partner of One Better Ventures, LLC, a venture capital firm focused on consumer brands that have a positive impact. From March 2011 to October 2017, he served as Chief Executive Officer and President of Seventh Generation, Inc., a manufacturer and distributor of sustainable household products. From 2006 to 2011, Mr. Replogle served as President and Chief Executive Officer of Burt's Bees, Inc., and from 2003 to 2006, he served as General Manager of Unilever's Skin Care division. Previously, he worked for Diageo, Plc for seven years in a number of different capacities, including as President of Guinness Bass Import Company and Managing Director of Guinness Great Britain. He started his career with the Boston Consulting Group. Mr. Replogle also served as a director of Sealy Corporation, a publicly traded mattress manufacturer, from 2010 to 2013, until its sale to Tempur-Pedic International Inc.
Mr. Replogle’s qualifications to serve as a director include significant senior executive leadership experience, including twelve years of experience as chief executive officer at two companies, as well as deep experience in marketing, branding and distribution of consumer goods. This experience provides him valuable perspective in his role as a director and member of our Audit Committee.
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2014
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Name
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Age
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Principal Occupation and Background
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Director
Since
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Thomas H. Werner
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58
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Mr. Werner has been a member of the Board of Directors since March 2006. He has served as Chief Executive Officer for SunPower Corporation, a publicly traded manufacturer of high-efficiency solar cells and solar panels, since June 2003, and is also Chairman of its Board of Directors. Prior to SunPower, he served as Chief Executive Officer of Silicon Light Machines Corporation, an optical solutions subsidiary of Cypress Semiconductor Corporation, from July 2001 to June 2003. Earlier, Mr. Werner was Vice President and General Manager of the Business Connectivity Group of 3Com Corporation, a network solutions company.
Mr. Werner’s qualifications to serve as a director include his twelve years of service on the Company’s Board of Directors and his eleven years serving as Chairman of its Compensation Committee. In addition to his technical expertise, he brings to the Board significant executive leadership and operational management experience gained at businesses in the technology sector, and the semiconductor industry in particular, including his experience as a chief executive officer of a publicly traded “green technology” company for the past fifteen years.
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2006
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Name
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Age
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Principal Occupation and Background
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Director
Since
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Anne C. Whitaker
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51
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Ms. Whitaker joined the Board of Directors in December 2013. Since April 2018, she has served as the Managing Partner for Anne Whitaker Group, LLC, a consultant and professional service firm focused primarily on advising biotech and specialty pharmaceutical companies with commercial and product development strategy. Ms. Whitaker started her healthcare career in 1991 as a sales representative with The Upjohn Company, now Pfizer, Inc. (NYSE: PFE). She subsequently transitioned to GlaxoSmithKline PLC (NYSE: GSK) in 1992 where she rose in the leadership ranks to become a member of the global management team as the Global Head of the Leadership and Organization Development Centre of Excellence and ultimately served as the Senior Vice President and Business Unit Head for the Cardiovascular, Metabolic, and Urology franchises leading more than 3,000 employees across the U.S. from September 2009 to September 2011. Ms. Whitaker joined Sanofi SA (Euronext Paris: SAN-FR) in 2011 where she served through August 2014 as the President of the North America Region and CEO of Sanofi US, LLC, where she led more than 5,000 employees to deliver revenues exceeding $16B annually. Ms. Whitaker served as the CEO and President of Synta Pharmaceuticals, Inc. (NASDAQ: SNTA) an oncology focused late stage pharmaceutical development company, which is now Madrigal Pharmaceuticals (NASDAQ: MDGL), from September 2014 to April 2015. She joined Bausch Healthcare Companies (NYSE: BHC) in May 2015 and served through January 2017 as Executive Vice President and Company Group Chairman for the global branded pharmaceutical segment where she notably led the successful integration of two multi-billion dollar businesses, Salix Pharmaceuticals and Dendreon. Her responsibility also included leading the U.S. pharmaceutical commercial and market access operations and the Canadian and Western European Regions. In 2017 Ms. Whitaker transitioned to the early stage biotech sector and helped build Novoclem Therapeutics, Inc., a subsidiary of KNOW Bio, LLC, focused on developing therapies to treat people living with severe, chronic respiratory diseases.
Ms. Whitaker previously served on the board of publicly traded Synta Pharmaceuticals, Inc. (NASDAQ: SNTA), now Madrigal Pharmaceuticals, Inc. (NASDAQ: MDGL), and privately held companies including Novoclem Therapeutics, Inc. and KNOW Bio, LLC.
Ms. Whitaker is currently an independent director on the board of two additional publicly traded companies, Mallinckrodt, Plc (NYSE: MKN), a specialty pharmaceutical company and Vectura Group, Plc (London Exchange: VEC-GB), a pharmaceutical and medical device company. She was appointed in 2018 by the Governor of Alabama to serve as a Trustee for the University of North Alabama.
Ms. Whitaker brings to the Board her experience as a publicly traded CEO along with more than a decade of senior executive commercial and human resource experience at some of the most respected publicly traded global pharmaceutical companies in the world. Her experience in the life science industry growing and managing complex multi-division businesses, along with her insights on product research and development, intellectual property creation and protection, and key commercial functions including market access, customer relationship management, sales and marketing, provide her with a unique perspective in her role as a director and member of our Compensation Committee and Nomination and Governance Committee.
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2013
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In the absence of the Chairman, the Lead Independent Director serves as acting Chairman presiding over meetings of the Board of Directors and shareholders;
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The Lead Independent Director convenes and presides over meetings of the independent directors and communicates the results of these sessions where appropriate to the Chairman, other management or the Board;
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In general, the Lead Independent Director serves as principal liaison between the independent directors and the Chairman and between the independent directors and other management; and
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The Lead Independent Director reviews agendas for Board of Directors meetings in advance with the Chairman.
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restricted stock unit awards and performance stock unit awards under our 2013 Long-Term Incentive Compensation Plan, or the LTIP;
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performance unit awards payable to our CEO and to our Executive Vice Presidents under the LTIP which provide for cash payments based upon achieving annual corporate financial goals;
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awards under our cash incentive bonus plan, in which most of our senior managers (other than our currently employed named executive officers) participate and may receive payments based upon achieving annual corporate financial goals; and
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sales commission incentive programs for our sales personnel.
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Name and Address (1)
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Common Stock
Beneficially Owned
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Percentage of
Outstanding Shares
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ClearBridge Investments, LLC (2)
620 8
th
Avenue
New York, NY 10018
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11,866,202
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11.6%
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BlackRock, Inc. (3)
55 East 52
nd
Street
New York, NY 10055
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10,861,364
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10.6%
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The Vanguard Group (4)
100 Vanguard Blvd.
Malvern, PA 19355
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8,508,381
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8.3%
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PRIMECAP Management Company (5)
177 E. Colorado Blvd., 11
th
Floor
Pasadena, CA 91105
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8,295,089
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8.1%
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Dimensional Fund Advisors LP (6)
Building One, 6300 Bee Cave Road
Austin, TX 78746
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8,246,110
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8.1%
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FMR LLC (7)
245 Summer Street
Boston, MA 02210
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5,893,385
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5.8%
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Gregg A. Lowe (8)
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53,661
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*
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Michael E. McDevitt (9)
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189,724
|
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*
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David T. Emerson (10)
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135,217
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*
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Charles M. Swoboda (11)
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286,565
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*
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Daniel J. Castillo (12)
|
—
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*
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Robert A. Ingram (13)
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84,950
|
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*
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John B. Replogle (14)
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78,057
|
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*
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Clyde R. Hosein (15)
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64,750
|
|
*
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Thomas H. Werner (16)
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61,880
|
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*
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Anne C. Whitaker (17)
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31,087
|
|
*
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Darren R. Jackson
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27,999
|
|
*
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C. Howard Nye
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25,008
|
|
*
|
John C. Hodge (Nominee)
|
—
|
|
*
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Duy-Loan T. Le (Nominee)
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—
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|
*
|
All current directors and executive officers as
a group (12 persons) (18)
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562,609
|
|
*
|
*
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Less than 1%.
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(1)
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Unless otherwise noted, all addresses are in care of the Company at 4600 Silicon Drive, Durham, NC 27703.
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(2)
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As reported by ClearBridge Investments, LLC in a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2018, which states that Clearbridge Investments, LLC has sole dispositive power with respect to all of such shares and sole voting power with respect to 11,384,087 shares.
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(3)
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As reported by BlackRock, Inc. in a Schedule 13G/A filed with the Securities and Exchange Commission on January 19, 2018, which states that BlackRock, Inc. has sole dispositive power with respect to all of such shares and sole voting power with respect to 10,646,941 shares.
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(4)
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As reported by The Vanguard Group in a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2018, which states that The Vanguard Group has sole dispositive power with respect to 8,396,931 shares, shared dispositive power with respect to 111,450 shares, sole voting power with respect to 107,601 shares and shared voting power with respect to 12,022 shares.
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(5)
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As reported by PRIMECAP Management Company in a Schedule 13G/A filed with the Securities and Exchange Commission on February 27, 2018, which states that PRIMECAP Management Company has sole dispositive power with respect to all of such shares and sole voting power with respect to 3,808,129 shares.
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(6)
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As reported by Dimensional Fund Advisors LP in a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2018, which states that Dimensional Fund Advisors LP has sole dispositive power with respect to all of such shares and sole voting power with respect to 8,103,215 shares.
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(7)
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As reported by FMR LLC in a Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2018, which states that FMR LLC has sole dispositive power with respect to all of such shares and sole voting power with respect to 791,176 shares.
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(8)
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Includes 52,214 shares subject to RSUs vesting within sixty days of September 4, 2018.
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(9)
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Mr. McDevitt served as the Company’s Executive Vice President–Finance and Chief Financial Officer from February 4, 2013 to August 26, 2018. Includes 82,000 shares subject to options exercisable within sixty days of September 4, 2018.
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(10)
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Includes 58,000 shares subject to options exercisable within sixty days of September 4, 2018.
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(11)
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Until his resignation effective September 27, 2017, Mr. Swoboda served as the Company’s Chief Executive Officer from June 2001, as President from January 1999, as a member of the Board of Directors from October 2000 and as Chairman from April 2005. Includes 114,000 shares subject to options exercisable within sixty days of September 4, 2018.
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(12)
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Mr. Castillo served as Executive Vice President and President–Lighting Products from November 7, 2016 to December 5, 2017.
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(13)
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Includes 8,000 shares subject to options exercisable within sixty days of September 4, 2018.
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(14)
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Includes 4,000 shares subject to options exercisable within sixty days of September 4, 2018.
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(15)
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Includes 4,000 shares subject to options exercisable within sixty days of September 4, 2018.
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(16)
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Includes 8,000 shares subject to options exercisable within sixty days of September 4, 2018.
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||
|
30
|
|
|
31
|
|
|
31
|
|
|
31
|
|
|
32
|
|
|
34
|
|
|
34
|
|
|
35
|
|
|
35
|
|
|
36
|
|
|
36
|
•
|
be linked closely to Cree’s operational, financial and business performance;
|
•
|
align the interests of the executives with those of Cree’s shareholders;
|
•
|
provide incentives for achieving Cree’s financial and business goals; and
|
•
|
provide individual executive officers with the opportunity to earn compensation at levels that are competitive with executives in comparable jobs within Cree’s peer company group.
|
•
|
base salary;
|
•
|
performance-based cash incentive compensation, which is paid annually under our long-term incentive compensation plan (or LTIP) for our Chief Executive Officer (or CEO) and our other named executive officers; and
|
•
|
long-term equity incentive compensation, in the form of restricted stock units (RSUs) and performance stock units (PSUs).
|
•
|
Gregg A. Lowe, President and Chief Executive Officer (Mr. Lowe joined Cree on September 27, 2017);
|
•
|
Michael E. McDevitt, former Executive Vice President and Chief Financial Officer
1
(or CFO); and
|
•
|
David T. Emerson, Executive Vice President and General Manager, LED Products (Mr. Emerson was appointed an EVP and named executive officer in August 2017).
|
1
|
Mr. McDevitt announced his retirement from Cree in June 2018, and stepped down as CFO effective August 27, 2018 when Neill P. Reynolds was appointed CFO
.
|
•
|
Base salaries
. The Committee established an initial base salary for Mr. Lowe in connection with his September 2018 hiring based on a review of competitive market data and individual negotiations with Mr. Lowe. Given the Company’s financial performance in fiscal 2017, Messrs. McDevitt and Mr. Castillo were not given an annual merit increase in base salary for fiscal 2018. Mr. Emerson was given a 14.3% base salary increase in line with his appointment to Executive Vice President as of September 1, 2017. Given Mr. Swoboda’s May 2017 announcement to step down from his executive positions, Mr. Swoboda was not given an annual merit increase in base salary for fiscal 2018.
|
•
|
Aggressive financial targets for performance-based short-term cash incentive compensation
. The Committee established both challenging annual Cree-wide financial targets for the Chief Executive Officer and the Chief Financial Officer, as well as annual Business Unit specific targets for the named executive officers leading specific Business Units, for the fiscal 2018 performance-based cash incentive programs. The targeted payout for Mr. McDevitt was based solely on Cree-wide targets, while the targeted payout for Mr. Emerson was weighted equally on Cree-wide and the LED Products business unit targets. Cree did not reach the Cree-wide threshold target, and therefore Mr. McDevitt was not entitled to receive a payout of annual cash incentive compensation under the LTIP (although he was given a discretionary bonus payment as described herein). Similarly, Mr. Swoboda did not receive any payout of annual cash incentive compensation for the portion of fiscal 2018 during which he served as our CEO. Cree reached the LED Products business unit threshold targets for fiscal 2018 for payout under the LTIP for Mr. Emerson, resulting in a payout of 81% of target. Mr. Emerson did not receive any payout for the portion of his award tied to Cree-wide goals.
|
•
|
Long-term equity compensation
. For fiscal 2018, Cree granted equity awards to the named executive officers (including Mr. Castillo) in the form of RSUs and PSUs to align the interests of the named executive officers with Cree shareholders and to facilitate named executive officer retention. As discussed below, Cree did not reach the performance threshold for vesting of (i) the third performance period tranche of the PSUs granted in September 2015 under the established annual financial targets for fiscal 2018; (ii) the performance threshold for vesting of the second performance period tranche of the PSUs granted in September 2016 under the established annual financial targets for fiscal 2018; or (iii) the performance threshold for vesting of the first performance period tranche of the PSUs granted in September 2017 under the established annual financial targets for fiscal 2018, and as a result, none of these tranches of PSUs vested in September 2018.
|
•
|
Proportion of performance-based pay
. Based on the Committee’s pay-for-performance philosophy (as further discussed below), as a direct result of the Committee’s compensation decisions, approximately 80% of Mr. McDevitt’s target total direct compensation for fiscal 2018 was comprised of variable performance-based pay in the form of short-term cash incentives and long-term equity awards. Similarly, 77% of Mr. Emerson’s and 76% of Mr. Castillo’s target total direct compensation for fiscal 2018 was comprised of these components.
|
•
|
Severance Plan
. In April 2018, the Committee terminated the Severance Plan for Section 16 Officers, dated August 18, 2008, as amended October 28, 2013 (the “Section 16 Officer Severance Plan”). In its place, the Committee approved the Cree Severance Plan - Senior Leadership Team (the “SLT Severance Plan”) covering executives who report directly to Cree’s President and Chief Executive Officer, including the named executive officers other than Mr. Lowe. The SLT Severance Plan is intended to align our severance benefits with our market peers and internally, and is designed to provide severance benefits to these executives in the event of their termination of employment without cause or their resignation for good reason
|
•
|
evaluated each element of compensation as compared to executives in similar roles in Cree’s Peer Group (as defined below) and the Radford Global Technology survey;
|
•
|
assessed the performance of the named executive officers, and considered the scope of responsibility and strategic impact of their respective roles within Cree;
|
•
|
emphasized variable and performance-based compensation to motivate executives to achieve Cree’s business objectives and align pay with performance; and
|
•
|
utilized equity compensation to create a culture of ownership and focus on long-term growth to ensure that equity compensation would continue to play a significant role in the total pay mix for the executives, in order to ensure their alignment with shareholder interests.
|
|
|
|
•
|
We regularly speak with long-term shareholders and appreciate the opportunity to gain further insight and understanding into their views, and speak to portfolio managers at almost all of our top 30 shareholders at least annually, which represents approximately 85% or more of our outstanding shares;
|
•
|
We held an Investor Day in February 2018 at which analysts and portfolio managers were invited to meet with Cree’s senior leadership team to discuss Cree’s plans for fiscal 2018 and beyond; and
|
•
|
We communicate with governance and voting personnel at almost all of our top 10 shareholders at least annually, which represents approximately 65% of our outstanding shares, to solicit feedback on our compensation programs and practices.
|
•
|
implementing Cree’s compensation philosophy for the executive officers in keeping with overall objectives;
|
•
|
gathering relevant market data to assist the Committee in making compensation decisions for the named executive officers; and
|
•
|
reviewing Cree’s severance and change in control arrangements as compared to those of the Peer Group.
|
•
|
semiconductor or semiconductor-related business;
|
•
|
semiconductor device companies (as opposed to equipment companies);
|
•
|
lighting companies;
|
•
|
“clean” technology companies (those who offer products and services to reduce the use of natural resources);
|
•
|
comparable revenue, market capitalization, and market capitalization as a multiple of revenue;
|
•
|
comparable number of employees;
|
•
|
companies against which Cree competes for executive talent;
|
•
|
companies that allow for sufficient room to grow without over- or under-extending; and
|
•
|
sensitivity to the criteria proxy advisor services (e.g., ISS and Glass Lewis) will apply when determining their “Say on Pay” recommendations.
|
•
|
remove three companies which no longer aligned to Cree’s market capitalization (Linear Technology Corporation.; Maxim Integrated Products, Inc.; and Microchip Technology, Inc.); and
|
•
|
add three companies aligned more closely with Cree’s revenue and market capitalization (Diodes Inc.; Marvell Technology Group Ltd; Methode Electronics, Inc.).
|
Acuity Brands, Inc.
|
Littelfuse, Inc.
|
AVX Corporation
|
Marvell Technology Group, Ltd.
|
Belden, Inc.
|
Methode Electronics, Inc.
|
Cypress Semiconductor Corporation
|
Microsemi Corporation
|
Diodes, Inc.
|
National Instruments Corporation
|
Entegris, Inc.
|
Qorvo, Inc.
|
First Solar, Inc.
|
SunEdison, Inc.
|
Hexcel Corporation
|
Teradyne, Inc.
|
Hubbell Incorporated
|
ViaSat, Inc.
|
•
|
Base salary increases, if any, are based on:
|
-
|
individual performance, including but not limited to, achievement of financial objectives, strategy development and implementation, and overall leadership capabilities including demonstration of the Cree values;
|
-
|
responsibilities for which the executive is accountable; and
|
-
|
relative position of the executive’s current salary to the market data for that job.
|
•
|
Cash-based performance incentive targets as a percentage of base salary are evaluated and approved based on the:
|
-
|
level of impact each of the respective executive officer roles has on financial and strategic results;
|
-
|
desired mix of base salary, short-term and long-term incentive compensation; and
|
-
|
relative position of the executive’s current cash-based performance incentive targets to the market data and comparable short-term incentive targets as a percent of base salary for that job.
|
•
|
Equity guidelines are assessed based on the:
|
-
|
level of the executive within the organization and the desire to most closely link jobs with the highest impact on financial results to the returns experienced by Cree’s shareholders;
|
-
|
scope of responsibilities for which the executive is accountable; and
|
-
|
competitive position of Cree’s target long-term equity incentive compensation as compared to the market data.
|
Executive Officer
|
|
Fiscal 2017 Salary
|
|
Fiscal 2018 Salary
|
|
Percentage Increase
|
|||||
Gregg A. Lowe
|
|
N/A
|
|
|
|
$
|
825,000
|
|
|
N/A
|
|
Michael E. McDevitt
|
|
$
|
455,000
|
|
|
|
$
|
455,000
|
|
|
0%
|
David T. Emerson
|
|
N/A
|
|
|
|
$
|
400,000
|
|
|
N/A
|
|
Charles M. Swoboda
|
|
$
|
785,000
|
|
|
|
$
|
785,000
|
|
|
0%
|
Daniel J. Castillo
|
|
$
|
425,000
|
|
|
|
$
|
425,000
|
|
|
0%
|
•
|
Mr. Lowe’s annual target cash incentive award for fiscal 2018 was set in the Change in Control Agreement in September 2017 at 140% of base salary, which put Mr. Lowe’s target TCC at approximately the 75
th
percentile of the market data. Recognizing the process of transitioning a new CEO in the middle of a fiscal year and in order to support a competitive compensation package to attract a highly-qualified candidate such as Mr. Lowe, Mr. Lowe’s cash incentive award for fiscal 2018 was guaranteed at no less than target level based on the number of days employed during the fiscal year. Mr. Lowe’s entire cash incentive award for fiscal 2018, although pro-rated and guaranteed at no less than target level, was based solely on annual Cree-wide financial goals.
|
•
|
Mr. McDevitt’s annual target cash incentive award for fiscal 2018 remained at 80% of base salary, which put Mr. McDevitt’s target TCC at approximately the 50
th
percentile of the market data. Mr. McDevitt’s entire target cash incentive award for fiscal 2018 was based solely on annual Cree-wide financial goals.
|
•
|
Mr. Emerson’s annual target cash incentive award for fiscal 2018 was set at 80% of base salary, which put his target TCC between the 50
th
and the 75
th
percentile of the market data. Mr. Emerson’s target cash incentive award for fiscal 2018 was based equally on annual Cree-wide financial goals and annual LED Products business unit financial goals.
|
•
|
Per the Swoboda Separation Agreement, Mr. Swoboda’s annual target cash incentive award for fiscal 2018 remained at 140% of his base salary, to be prorated by the portion of the year for which he served as our CEO
|
•
|
Mr. Castillo’s annual target cash incentive award for fiscal 2018 was set at 80% of base salary, which put Mr. Castillo’s target TCC between the 50
th
and the 75
th
percentile of the market data. Mr. Castillo’s cash incentive award for fiscal 2018 was based equally on annual Cree-wide financial goals and annual Lighting Products business unit financial goals.
|
Performance Goal
|
|
Minimum
|
|
Target
|
|
Maximum
|
Corporate Revenue
|
|
$1.39B
|
|
$1.47B
|
|
$1.64B
|
Corporate Non-GAAP operating income
|
|
$20M
|
|
$40M
|
|
$88M
|
Lighting Products Revenue
|
|
$0.62B
|
|
$0.66B
|
|
$0.74B
|
Lighting Products Non-GAAP operating contribution
|
|
$20M
|
|
$55M
|
|
$85M
|
LED Products Revenue
|
|
$0.55B
|
|
$0.57B
|
|
$0.63B
|
LED Products Non-GAAP operating contribution
|
|
$64M
|
|
$69M
|
|
$79M
|
Executive Officer
|
|
Target Award
|
|
Actual Award Earned
|
|
Actual Award as a Percent of Target
|
|
Actual Award as a Percent of Salary
|
|||
Gregg A. Lowe
1
|
|
$
|
859,904
|
|
|
$ 859,904
|
|
100
|
%
|
|
140%
|
Michael E. McDevitt
|
|
$
|
364,000
|
|
|
$100,000
2
|
|
28
|
%
|
|
22%
|
David T. Emerson
|
|
$
|
320,000
|
|
|
$ 258,880
|
|
81
|
%
|
|
65%
|
Charles M. Swoboda
|
|
$
|
1,099,000
|
|
|
0
|
|
0
|
%
|
|
0%
|
Daniel J. Castillo
3
|
|
$
|
340,000
|
|
|
$ 340,000
|
|
100
|
%
|
|
80%
|
1
|
Pursuant to the Change in Control Agreement, Mr. Lowe’s performance-based incentive cash award for achievement of the annual goals for fiscal 2018 was guaranteed to be at least at target, pro-rated based on the number of days he was employed during the fiscal year, so long as Mr. Lowe presented strategic and organizational plans to the Board prior to the end of fiscal 2018 (which condition was met).
|
2
|
The Compensation Committee exercised discretion to award Mr. McDevitt a cash incentive award of $100,000 for fiscal 2018.
|
3
|
Mr. Castillo separated from the Company in December 2018. Pursuant to the Severance and Release Agreement between Mr. Castillo and the Company dated December 21, 2018, Mr. Castillo received a lump sum payment equal to his total target annual incentive award for fiscal 2018.
|
Executive Officer
|
|
RSUs
|
|
PSUs
|
||
Gregg A. Lowe
1
|
|
208,854
|
|
|
208,854
|
|
Michael E. McDevitt
|
|
29,997
|
|
|
29,997
|
|
David T. Emerson
|
|
20,687
|
|
|
20,687
|
|
Charles M. Swoboda
2
|
|
—
|
|
|
—
|
|
Daniel J. Castillo
3
|
|
24,304
|
|
|
20,687
|
|
1
|
Mr. Lowe received his equity awards in connection with his appointment as our CEO on September 27, 2018.
|
2
|
Pursuant to the terms of the Swoboda Separation Agreement, Mr. Swoboda was not eligible for any equity awards for fiscal 2018.
|
3
|
Mr. Castillo received an additional RSU award of 3,617 shares that was approved by the Committee in late October 2017 and granted on November 1, 2017. Mr. Castillo forfeited unvested equity upon his separation from the Company in December 2017.
|
•
|
one-third of the PSUs would vest on September 1, 2018, if the Company achieves fiscal 2018 non-GAAP operating income of at least $30.0 million (i.e., at least a 50% increase in non-GAAP operating income for fiscal 2018 as compared to actual fiscal 2017 non-GAAP operating income of $20.0 million);
|
•
|
one-third of the PSUs would vest on September 1, 2019, if the Company achieves fiscal 2019 non-GAAP operating income of at least $33.0 million (i.e., at least a 10% increase in non-GAAP operating income for fiscal 2019 as compared to the minimum fiscal 2018 non-GAAP operating income target of $30.0 million); and
|
•
|
one-third of the PSUs would vest on September 1, 2020, if the Company achieves fiscal 2020 non-GAAP operating income of at least $36.3 million (i.e., at least a 10% increase in non-GAAP operating income for fiscal 2020 as compared to actual fiscal 2019 non-GAAP operating income of 33.0 million).
|
Relative Total Shareholder Return Ranking over Measurement Period
|
|
Payout % Level
|
|
75
th
Percentile or Higher
|
|
125
|
%
|
25
th
– 74
th
Percentile
|
|
100
|
%
|
0 – 24
th
Percentile
|
|
75
|
%
|
Termination is not in connection with a change in control:
|
|
Termination is in connection with a change in control:
|
||
•
|
continued payment of his base salary for 18 months;
|
|
•
|
continued payment of his base salary for 24 months;
|
•
|
a lump sum payment equal to 1.5 times his target annual incentive award for the fiscal year in which the termination occur;
|
|
•
|
a lump sum payment equal to two times his target annual incentive award for the fiscal year in which the termination occurs;
|
•
|
a lump sum payment equal to 18 multiplied by the COBRA premium in effect for the type of medical, dental, and vision coverage then in effect for Mr. Lowe;
|
|
•
|
a lump sum payment equal to 24 multiplied by the COBRA premium in effect for the type of medical, dental, and vision coverage then in effect for Mr. Lowe;
|
•
|
continued vesting of RSUs and options granted to Mr. Lowe under the LTIP that are subject to time-based vesting requirements only during the 18 months following the date of employment termination as if Mr. Lowe’s employment had not terminated;
|
|
•
|
full accelerated vesting with respect to his then outstanding, unvested time-vested restricted stock and other equity awards that vest solely based on the passage of time;
|
•
|
continued vesting during the 18 months following the date of termination of PSUs in accordance with the terms of such awards as if Mr. Lowe’s employment had not terminated, although PSUs that may vest under this provision shall be paid out based upon actual Company performance in accordance with the terms of the 2013 Plan and the applicable award agreement, including prorating for the portion of time Mr. Lowe provided services to the Company over the course of the applicable performance period and such additional 18-month period, as applicable; and
|
|
•
|
full accelerated vesting with respect to his then outstanding, unvested performance based restricted stock units, with all performance objectives deemed to have been satisfied at the target level (target being a Payout Factor of 1); and
|
•
|
in the event that Mr. Lowe’s employment is terminated on or before October 31, 2019, reimbursement by the Company for any loss incurred in the sale of Mr. Lowe’s primary North Carolina residence.
|
|
•
|
reimbursement by the Company for any loss incurred in the sale of his primary North Carolina residence.
|
Termination is not in connection with a change in control:
|
|
Termination is in connection with a change in control:
|
||
•
|
continued payment of the SLT Executive’s regular salary for 12 months;
|
|
•
|
continued payment of the SLT Executive’s regular salary for 18 months;
|
•
|
payment of an amount equal to the SLT Executive’s annual targeted bonus opportunity at the target level for the year in which termination occurred;
|
|
•
|
payment of an amount equal to 1.5 times the SLT Executive’s annual targeted bonus opportunity at the target level for the year of termination;
|
•
|
reimbursement for the additional costs of continuing the SLT Executive’s group medical, dental and vision coverage under COBRA for 12 months or until the SLT Executive is eligible for new healthcare coverage, whichever is shorter;
|
|
•
|
a lump sum payment equal to 18 multiplied by the COBRA premium in effect for the type of medical, dental, and vision coverage then in effect for the SLT Executive;
|
•
|
continued vesting of RSUs and options during the 12 months following the date of employment termination as if the SLT Executive’s employment had not terminated, and continued vesting of PSUs during the 12 months following the date of termination in accordance with the terms of such awards as if the SLT Executive’s employment had not terminated, although PSUs that may vest under this provision shall be paid out based upon actual Company performance in accordance with the terms of the LTIP and the applicable award agreement, including prorating for the portion of time the SLT Executive provided services to the Company over the course of the applicable performance period and such additional 12 month period, as applicable; and
|
|
•
|
accelerated vesting of RSUs and options that are subject to time-based vesting requirements only, so that they become vested by the date employment terminates, and deemed vesting of any unvested PSUs at the greater of (i) the target level and (ii) the actual performance level; and
|
•
|
outplacement benefits for 12 months.
|
|
•
|
outplacement benefits for 12 months.
|
•
|
$455,000, which amount is equal to Mr. McDevitt’s base salary to be paid in equal monthly installments over the 12 months following the separation date;
|
•
|
$364,000, which amount is equal to Mr. McDevitt’s annual targeted bonus opportunity at target for fiscal 2019;
|
•
|
reimbursement for the additional costs of continuing Mr. McDevitt’s Company-sponsored group medical, dental, and vision coverage under COBRA applicable to the type of medical, dental, and vision coverage in effect for Mr. McDevitt as of the separation date for the 12-month period following the separation date, or until he is eligible for new group healthcare coverage, whichever is shorter;
|
•
|
outplacement benefits for a 12-month period; and
|
•
|
conditioned on Mr. McDevitt’s fulfillment of his obligations for consulting, continued compliance with all other terms of the McDevitt Separation Agreement through each applicable vesting date, and upon execution and delivery of a supplemental release, (i) any RSUs granted to Mr. McDevitt under the LTIP that are subject to time-based vesting requirements only and that are unvested as of the separation date will continue to vest during the consulting term and will continue to vest or settle and pay out in accordance with the time-based vesting schedule that would have applied had Mr. McDevitt’s employment not terminated; and (ii) any unvested PSUs granted to Mr. McDevitt under the LTIP prior to the separation date will continue to vest during the consulting term in accordance with the terms of the awards and will be paid out, if at all, based upon actual Company performance in accordance with the terms of the LTIP and the applicable award agreement, including prorating for the portion of time Mr. McDevitt provided services to the Company over the course of the applicable performance period and the consulting term, as applicable. At the end of the consulting term, any remaining unvested RSUs that are subject to time-based vesting will accelerate and will immediately vest in full and any remaining unvested PSUs will be forfeited (other than the pro-rated portion of any such unvested PSUs for which Mr. McDevitt provided services to the Company over the course of the applicable performance period and the consulting term, as applicable).
|
•
|
the CEO is expected to own shares with a value not less than five times his base salary;
|
•
|
each other executive officer is expected to own shares with a value not less than two times the officer’s base salary; and
|
•
|
each non-employee member of the Board of Directors is expected to own shares with a value not less than five times the sum of the director’s retainers for service on the Board and on Board Committees.
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Stock
Awards
($) (1)
|
|
Non-Equity Incentive Plan
Compensation
($)
|
|
All Other Compensation
($) (2)
|
|
Total
($)
|
|||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(g)
|
|
(i)
|
|
(j)
|
|||||||||||
Gregg A. Lowe
|
|
2018
|
|
$
|
580,666
|
|
|
$
|
11,583,043
|
|
|
$
|
859,904
|
|
|
$
|
399,651
|
|
(4)
|
|
$
|
13,423,264
|
|
CEO and President (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Michael E. McDevitt
|
|
2018
|
|
$
|
455,004
|
|
|
$
|
1,464,454
|
|
|
$
|
100,000
|
|
|
$
|
9,450
|
|
|
|
$
|
2,028,908
|
|
Former Executive Vice President and CFO
|
|
2017
|
|
$
|
455,004
|
|
|
$
|
1,336,999
|
|
|
—
|
|
|
$
|
8,901
|
|
|
|
$
|
1,800,904
|
|
|
|
|
2016
|
|
$
|
440,000
|
|
|
$
|
1,484,165
|
|
|
$
|
129,536
|
|
|
$
|
8,559
|
|
|
|
$
|
2,062,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
David T. Emerson
|
|
2018
|
|
$
|
397,223
|
|
|
$
|
1,009,939
|
|
|
$
|
258,880
|
|
|
$
|
7,875
|
|
|
|
$
|
1,673,917
|
|
Executive Vice President–LED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Products (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Charles M. Swoboda
|
|
2018
|
|
$
|
328,866
|
|
|
—
|
|
|
$
|
274,750
|
|
|
$
|
2,144,682
|
|
(6)
|
|
$
|
2,748,298
|
|
|
Former Chairman, CEO and President
|
|
2017
|
|
$
|
785,000
|
|
|
$
|
4,507,033
|
|
|
—
|
|
|
$
|
21,458
|
|
|
|
$
|
5,313,491
|
|
|
|
|
2016
|
|
$
|
785,000
|
|
|
$
|
5,003,146
|
|
|
$
|
252,770
|
|
|
$
|
7,984
|
|
|
|
$
|
6,048,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Daniel J. Castillo
|
|
2018
|
|
$
|
218,414
|
|
|
$
|
1,134,907
|
|
|
—
|
|
|
$
|
205,407
|
|
(8)
|
|
$
|
1,558,728
|
|
|
Former Executive Vice President and
|
|
2017
|
|
$
|
425,000
|
|
|
$
|
2,739,083
|
|
|
—
|
|
|
$
|
171,218
|
|
|
|
$
|
3,335,301
|
|
|
President–Lighting Products (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the aggregate grant date fair value of service-based RSUs and PSUs granted during the fiscal years shown calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC Topic 718. The aggregate grant date fair value is the amount we expect to expense in our financial statements over the award’s vesting schedule. See Note 12 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended June 24, 2018 for assumptions used in the calculations. There can be no assurance that the ASC Topic 718 grant date fair value amounts will never be realized. In fact, because the PSUs did not pay out for fiscal 2018, the amount in the Stock Awards for Messrs. McDevitt and Emerson (as well as Mr. Castillo, who departed prior to the end of the applicable performance period) reflect $732,227, $504,970 and $504,970, respectively, that will not be realized by the executives.
|
(2)
|
Amounts listed in column (i) include matching contributions to the 401(k) retirement plan. Except as otherwise described below, no named executive officer received perquisites and personal benefits valued, in the aggregate, at $10,000 or more. Therefore, in accordance with Securities and Exchange Commission disclosure rules, this column does not reflect the value of the perquisites and personal benefits received for fiscal 2016 through 2018 unless otherwise noted or previously disclosed.
|
(3)
|
Mr. Lowe was appointed as Chief Executive Officer and President on September 27, 2017.
|
(4)
|
The amount reported includes (i) relocation and housing expenses of $345,898 in connection with Mr. Lowe’s hiring and tax gross-ups in connection therewith and (ii) reimbursement for attorneys’ fees in the amount of $40,426 Mr. Lowe incurred in connection with the preparation and negotiation of the Change in Control Agreement.
|
(5)
|
Mr. Emerson was appointed as Executive Vice President–LED Products on September 1, 2017.
|
(6)
|
The amount reported includes $2,144,290 paid pursuant to the Swoboda Separation Agreement (see “Compensation Discussion and Analysis—Additional Information—Post-Termination Arrangements—Separation, General Release and Consulting Agreement with Mr. Swoboda” above for more information).
|
(7)
|
Mr. Castillo served as Executive Vice President and President–Lighting Products from November 7, 2016 to December 5, 2017.
|
(8)
|
The amount reported includes $201,842 paid pursuant to the Separation and General Release Agreement between us and Mr. Castillo (see “Potential Payments upon Termination or Change in Control—Castillo Separation and General Release Agreement with Mr. Castillo” below for more information).
|
|
|
Grant Date
|
|
Approval Date
|
|
Estimated
Possible Payouts
Under Non-Equity
Incentive Plan
Awards (1)
|
|
Estimated
Possible Payouts
Under Equity
Incentive Plan
Awards (2)
|
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) (3)
|
|
All Other Option
Awards:
Number of Securities Underlying Options
(#)
|
|
Exercise
or Base
Price of Option Awards
($/Sh)
|
|
Grant
Date Fair
Value of
Stock and Option
Awards
($)
|
||||||||||||||||||||||
Name
|
|
|
Threshold ($)
|
|
Target
($)
|
|
Maximum ($)
|
|
Threshold (#)
|
|
Target
(#)
|
|
Maximum (#)
|
|
||||||||||||||||||||||||
Gregg A.
|
|
|
|
|
|
—
|
|
|
$
|
859,904
|
|
|
$
|
1,719,808
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lowe
|
|
9/27/2017
|
|
9/22/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,427
|
|
|
208,854
|
|
|
313,281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
5,791,521
|
|
|||
|
|
9/27/2017
|
|
9/22/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208,854
|
|
|
—
|
|
|
—
|
|
|
$
|
5,791,521
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Michael E.
|
|
|
|
|
|
$
|
182,002
|
|
|
$
|
364,003
|
|
|
$
|
728,007
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
McDevitt
|
|
9/1/2017
|
|
8/28/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,498
|
|
|
29,997
|
|
|
37,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
732,227
|
|
|||
|
|
9/1/2017
|
|
8/28/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,997
|
|
|
—
|
|
|
—
|
|
|
$
|
732,227
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
David T.
|
|
|
|
|
|
$
|
160,000
|
|
|
$
|
320,000
|
|
|
$
|
640,000
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Emerson
|
|
9/1/2017
|
|
8/28/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,515
|
|
|
20,687
|
|
|
25,859
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
504,970
|
|
|||
|
|
9/1/2017
|
|
8/28/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,687
|
|
|
—
|
|
|
—
|
|
|
$
|
504,970
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Charles M.
|
|
|
|
|
|
—
|
|
|
$
|
1,099,000
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Swoboda
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Daniel J.
|
|
|
|
|
|
$
|
170,000
|
|
|
$
|
340,000
|
|
|
$
|
680,000
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Castillo
|
|
9/1/2017
|
|
8/28/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,515
|
|
|
20,687
|
|
|
25,859
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
504,970
|
|
|||
|
|
9/1/2017
|
|
8/28/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,687
|
|
|
—
|
|
|
—
|
|
|
$
|
504,970
|
|
|||
|
|
11/1/2017
|
|
10/25/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,617
|
|
|
—
|
|
|
—
|
|
|
$
|
124,967
|
|
(1)
|
Non-equity incentive plan awards represent the threshold, target and maximum amounts of cash incentive compensation payable under the performance units granted under the LTIP. The actual amounts earned are disclosed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” Mr. Lowe’s cash incentive award for fiscal 2018 was guaranteed at no less than target level based on the number of days employed during the fiscal year. Threshold payment amounts under the performance units awarded to Messrs. McDevitt, Emerson, Swoboda, and Castillo are comprised solely of the annual target incentive, assume only the attainment of the minimum annual goals and are paid at 50% of the target incentive. Target payment amounts are paid at 100% of the target incentive and assume goal attainment of 100% of the target annual goals. Maximum payment amounts reflect the annual payout cap of 200% of the annual target incentive, which assumes goal attainment of the maximum annual goals. Annual corporate financial targets for Messrs. Lowe, McDevitt, and Swoboda for fiscal 2018 were solely based on Cree-wide financial targets. Annual corporate financial targets for Messrs. Emerson and Castillo for fiscal 2018 were weighted equally on Cree-wide and business unit specific targets. For additional information regarding the LTIP and performance units, see “Compensation Discussion and Analysis” above.
|
(2)
|
PSUs are granted at target on the grant date. For Mr. Lowe, actual shares awarded on the third anniversary of the grant date is based on the payout factor that corresponds with the Company’s RTSR percentile rank compared to the TSR Peer Group. Maximum opportunity is 150% of the target if the Company ranks in the top quartile, target is 100% if the Company ranks in the second quartile, threshold is 50% if the Company ranks in the third quartile and no payout if the Company ranks in the fourth (worst) quartile. For Messrs. McDevitt, Emerson and Castillo, the PSUs granted in fiscal 2018 vest in three equal tranches commencing on the first anniversary of the grant date based on the achievement of non-GAAP operating income of $30.0 million for fiscal 2018, $33.0 million for fiscal 2019, and $36.3 million for fiscal 2020. Actual shares awarded on each anniversary, assuming the goal is achieved, are based on the payout factor that corresponds with the Company’s RTSR percentile rank compared to the TSR Peer Group. Maximum opportunity is 125% of the target if the Company ranks at or above the 75
th
percentile, target is 100% if the Company ranks at or above the 25
th
percentile but below the 75
th
percentile, and threshold of 75% if the Company ranks below the 25
th
percentile. For additional information regarding the PSUs granted during fiscal 2018, see “Compensation Discussion and Analysis” above.
|
(3)
|
The RSUs granted to Messrs. Lowe, McDevitt, Emerson and Castillo vest in four annual installments commencing on the first anniversary of the date of grant, provided the recipient continues service as an employee, consultant or as a member of the Board of Directors.
|
|
|
Option Awards (1)
|
|
Stock Awards (1)
|
||||||||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#)
Exercisable
|
|
Number of Securities Underlying Unexercised Options (#)
Unexercisable
|
|
Option
Exercise
Price
($/Sh)
|
|
Option Expiration
Date (2)
|
|
Number of
Shares or
Units of Stock
That Have
Not
Vested (#)
|
|
Market Value of
Shares or Units
of Stock That
Have Not
Vested
($) (3)
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#)
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested ($)
|
||||||||||||
Gregg A.
|
|
|
|
|
|
|
|
|
|
|
208,854
|
|
(4)
|
|
$
|
9,953,982
|
|
|
|
|
|
|
||||||
Lowe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,427
|
|
(5)
|
|
$
|
9,953,982
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Michael E.
|
|
30,000
|
|
|
|
|
|
$
|
23.62
|
|
|
6/1/2019
|
|
75,753
|
|
(6)
|
|
$
|
3,610,388
|
|
|
|
|
|
|
|||
McDevitt
|
|
20,000
|
|
|
|
|
|
$
|
27.77
|
|
|
9/4/2019
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
16,000
|
|
|
|
|
|
$
|
54.60
|
|
|
9/3/2020
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
16,000
|
|
|
|
|
|
$
|
45.13
|
|
|
9/2/2021
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,712
|
|
(7)
|
|
$
|
2,488,376
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
David T.
|
|
30,000
|
|
|
|
|
|
$
|
30.92
|
|
|
9/1/2018
|
|
70,931
|
|
(8)
|
|
$
|
3,380,571
|
|
|
|
|
|
|
|||
Emerson
|
|
40,000
|
|
|
|
|
|
$
|
27.77
|
|
|
9/4/2019
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
9,000
|
|
|
|
|
|
$
|
54.60
|
|
|
9/3/2020
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
9,000
|
|
|
|
|
|
$
|
45.13
|
|
|
9/2/2021
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,771
|
|
(9)
|
|
$
|
1,570,063
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charles M.
|
|
40,000
|
|
|
|
|
|
$
|
27.77
|
|
|
9/4/2019
|
|
155,763
|
|
(10)
|
|
$
|
7,423,665
|
|
|
|
|
|
|
|||
Swoboda
|
|
50,000
|
|
|
|
|
|
$
|
54.60
|
|
|
9/3/2020
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
64,000
|
|
|
|
|
|
$
|
45.13
|
|
|
9/2/2021
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,884
|
|
(11)
|
|
$
|
3,568,971
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Daniel J.
|
|
—
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Castillo (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||||
Name
|
|
Number of
Shares Acquired
on Exercise(#)
|
|
Value
Realized on
Exercise ($)
|
|
Number of
Shares Acquired
on Vesting (#)
|
|
Value
Realized on
Vesting ($)
|
|||||||
Gregg A. Lowe
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Michael E. McDevitt
|
|
127,000
|
|
|
$
|
1,770,701
|
|
|
24,766
|
|
|
$
|
604,538
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||
David T. Emerson
|
|
—
|
|
|
—
|
|
|
11,501
|
|
|
$
|
280,739
|
|
(1)
|
|
|
|
|
|
|
|
8,320
|
|
|
$
|
393,702
|
|
(2)
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Charles M. Swoboda
|
|
—
|
|
|
—
|
|
|
68,787
|
|
|
$
|
1,677,027
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Daniel J. Castillo
|
|
—
|
|
|
—
|
|
|
12,623
|
|
|
$
|
447,107
|
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For RSUs, the value realized on vesting is based on $24.41 per share (the closing price of our common stock as reported by Nasdaq on September 1, 2017).
|
(2)
|
For this grant of RSUs, the value realized on vesting is based on $47.32 per share (the closing price of our common stock as reported by Nasdaq on June 1, 2018).
|
(3)
|
For this grant of RSUs, the value realized on vesting is based on $35.42 per share (the closing price of our common stock as reported by Nasdaq on November 7, 2017).
|
Change in Control Agreement (Mr. Lowe):
|
|
SLT Severance Plan:
|
||
•
|
continued payment of Mr. Lowe’s base salary for 24 months;
|
|
•
|
continued payment of the executive’s regular salary for 18 months;
|
•
|
a lump sum payment equal to two times his target annual incentive award for the fiscal year in which the termination occurs;
|
|
•
|
a lump sum payment equal to 1.5 times the executive’s target annual incentive award for the year in which the termination occurs;
|
•
|
a lump sum payment equal to 24 multiplied by the COBRA premium in effect for the type of medical, dental, and vision coverage then in effect for Mr. Lowe;
|
|
•
|
a lump sum payment equal to 18 multiplied by the COBRA premium in effect for the type of medical, dental, and vision coverage then in effect for the executive;
|
•
|
full accelerated vesting with respect to his then outstanding, unvested RSUs and other equity awards that vest solely based on the passage of time, and full accelerated vesting with respect to his then outstanding, unvested PSUs, with all performance objectives deemed to have been satisfied at the target level (target being a Payout Factor of 1); and
|
|
•
|
accelerated vesting of RSUs and options that are subject to time-based vesting requirements only, so that they become vested by the date employment terminates, and deemed vesting of any unvested PSUs at the greater of (i) the target level and (ii) the actual performance level; and
|
•
|
reimbursement by the Company for any loss incurred in the sale of Mr. Lowe’s primary North Carolina residence.
|
|
•
|
outplacement benefits for 12 months.
|
Change in Control Agreement (Mr. Lowe):
|
|
SLT Severance Plan:
|
||
•
|
continued payment of Mr. Lowe’s base salary for 18 months;
|
|
•
|
continued payment of the executive’s base salary for 12 months;
|
•
|
a lump sum payment equal to 1.5 times his target annual incentive award for the fiscal year in which the termination occur;
|
|
•
|
a lump sum payment equal to the executive’s annual incentive award for the fiscal year in which the termination occurred;
|
•
|
a lump sum payment equal to 18 multiplied by the COBRA premium in effect for the type of medical, dental, and vision coverage then in effect for Mr. Lowe;
|
|
•
|
reimbursement for the additional costs of continuing the executive’s group medical, dental and vision coverage under COBRA for 12 months or until he is eligible for new healthcare coverage, whichever is shorter;
|
•
|
continued vesting of RSUs and options granted to Mr. Lowe under the LTIP that are subject to time-based vesting requirements only during the 18 months following the date of employment termination as if Mr. Lowe’s employment had not terminated, and continued vesting during the 18 months following the date of termination of PSUs in accordance with the terms of such awards as if Mr. Lowe’s employment had not terminated, although PSUs that may vest will be paid out based upon actual Company performance in accordance with the terms of the LTIP and the applicable award agreement, including prorating for the portion of time Mr. Lowe provided services to the Company over the course of the applicable performance period and such additional 18-month period, as applicable; and
|
|
•
|
continued vesting of RSUs and options during the 12 months following the date of employment termination as if the executive’s employment had not terminated, and continued vesting of PSUs during the 12 months following the date of termination in accordance with the terms of such awards as if the executive’s employment had not terminated, although PSUs that may vest will be paid out based upon actual Company performance in accordance with the terms of the LTIP and the applicable award agreement, including prorating for the portion of time the executive provided services to the Company over the course of the applicable performance period and such additional 12-month period, as applicable; and
|
•
|
in the event that Mr. Lowe’s employment is terminated on or before October 31, 2019, reimbursement by the Company for any loss incurred in the sale of Mr. Lowe’s primary North Carolina residence.
|
|
•
|
outplacement benefits for 12 months.
|
Change in Control Agreement (Mr. Lowe):
|
|
SLT Severance Plan:
|
||
•
|
Mr. Lowe’s willful and continued failure to substantially perform the reasonable and lawful duties and responsibilities of his position that is not corrected after one written warning detailing the concerns and offering Mr. Lowe a reasonable period of time to cure;
|
|
•
|
an executive’s willful and continued failure to substantially perform the reasonable and lawful duties and responsibilities of the executive’s position that is not corrected after one written warning detailing the concerns and offering him a reasonable period of time to cure;
|
•
|
any material and willful violation of any federal or state law by Mr. Lowe in connection with his responsibilities as an employee of the Company;
|
|
•
|
any material and willful failure of an executive to comply with Company policies (including but not limited to the Company’s Code of Conduct), applicable government laws, rules and regulations and/or reasonable directives of the CEO or Board of Directors;
|
•
|
any act of personal dishonesty taken by Mr. Lowe in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such may result in his personal enrichment;
|
|
•
|
any dishonest or illegal action (including, without limitation, embezzlement) or any other action whether or not dishonest or illegal by an executive which is materially detrimental to the interest and well-being of the Company, including, without limitation, harm to its reputation;
|
•
|
Mr. Lowe’s conviction of, or plea of nolo contendere to, or grant of prayer of judgment continued with respect to, a felony that the Board of Directors reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business; or
|
|
•
|
an executive’s conviction of, or plea of nolo contendere to, or grant of prayer of judgment continued with respect to, a felony that the Board of Directors reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business;
|
•
|
Mr. Lowe materially breaching his Confidential Information Agreement, which breach is not cured.
|
|
•
|
an executive’s material breach of his Confidential Information Agreement.
|
Change in Control Agreement (Mr. Lowe):
|
|
SLT Severance Plan:
|
||
|
|
|
•
|
an executive’s failure to fully disclose any material conflict of interest that he may have with the Company in a transaction between the Company and any third party which is materially detrimental to the interest and well-being of the Company; or
|
|
|
|
•
|
an executive’s commission of any act or omission that has caused or could cause material reputational damage to the Company.
|
Change in Control Agreement (Mr. Lowe):
|
|
SLT Severance Plan:
|
||
•
|
a material reduction in Mr. Lowe’s authority, duties or responsibilities, including removal from, or a failure to elect Mr. Lowe to, the Board of Directors;
|
|
•
|
a material reduction in the executive’s authority, duties or responsibilities, provided however, that this will not apply to the sale, transfer or other disposition of all or substantially all of the stock or assets of a business unit for which the applicable executive was not the primary executive responsible;
|
•
|
a material reduction in Mr. Lowe’s base salary or target annual and long-term incentive compensation, other than a one-time reduction in either case that also is applied to substantially all other executive officers of the Company, provided that Mr. Lowe’s reduction is substantially proportionate to the reduction applied to substantially all other executive officers;
|
|
•
|
a material reduction in the executive’s annual base salary, target annual compensation (bonus), or long-term incentive compensation (including, but not limited to equity compensation);
|
•
|
the Company requiring Mr. Lowe to report to anyone other than the Board of Directors; or
|
|
•
|
the Company requiring the executive to report to anyone other than the CEO; or
|
•
|
the Company requiring Mr. Lowe to relocate his principal place of business or the Company relocating its headquarters, in either case to a facility or location outside of a 35 mile radius (or such longer distance that is the minimum permissible distance under the circumstances for purposes of the involuntary separation from service standards under the Treasury Regulations or other guidance under Section 409A of the Code) from Mr. Lowe’s current principal place of employment.
|
|
•
|
the Company requiring the executive to relocate his principal place of business or the Company relocating its headquarters, in either case to a facility or location outside of a 35 mile radius from his current principal place of employment.
|
•
|
any person or group of persons becomes the beneficial owner of 50% or more of our outstanding common stock or the combined voting power of our securities entitled to vote generally in the election of directors;
|
•
|
a sale or other disposition of all or substantially all of our assets;
|
•
|
shareholder approval of a definitive agreement or plan to liquidate our company;
|
•
|
a merger or consolidation of our company with and into another entity, unless immediately following such transaction (1) more than 50% of the members of the governing body of the surviving entity were incumbent directors at the time of execution of the initial agreement providing for such transaction; (2) no person or group of persons is the beneficial owner, directly or indirectly, of 50% or more of the equity interests of the surviving entity or the combined voting power of the equity interests of the surviving entity entitled to vote generally in the election of members of its governing body; and (3) more than 50% of the equity interests of the surviving entity and the combined voting power of the equity interests of the surviving entity entitled to vote generally in the election of members of its governing body is beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the shares of common stock immediately prior to such transaction in substantially the same proportions as their ownership immediately prior to such transaction;
|
•
|
A change in the majority of the incumbent directors of the Board of Directors during a consecutive 24-month period during the executive’s employment term, excluding such changes resulting from directors who are elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors qualifying as incumbent directors; or
|
•
|
in the case of the SLT Severance Plan, the sale, transfer or other disposition of all or substantially all of the stock or assets of a business unit of Cree or a similar transaction as the Board of Directors, in its sole discretion, may determine to be a “change in control”; provided, however, that “change in control” will not include (1) a transaction the sole purpose of which is to change the state of our incorporation; or (2) the initial public offering of the stock of a Business Unit of our company, and any subsequent sell down of the stock of the Business Unit by our company.
|
•
|
within the period of time between the commencement of a tender offer or our entry into a written agreement with another party that contemplates a transaction, the consummation of either of which would result in a change in control and the occurrence of either the resulting change in control or the termination or expiration of the tender offer or the written agreement without the occurrence of a change in control; or
|
•
|
within 24 months following a change in control.
|
Name
|
|
Triggering Event
|
|
Type of Payment/Benefit
|
|
Amount
|
||
Gregg A. Lowe
|
|
Death or termination of employment due to
|
|
Annual incentive award (1)
|
|
$
|
859,904
|
|
|
|
long-term disability
|
|
Vesting acceleration (100%) (2)
|
|
24,884,954
|
|
|
|
|
|
|
|
|
$
|
25,744,858
|
|
|
|
Change in control (not involving
|
|
Annual incentive award (4)
|
|
$
|
859,904
|
|
|
|
termination of employment) (3)
|
|
|
|
$
|
859,904
|
|
|
|
Termination without cause or resignation
|
|
Base salary (18 months)
|
|
$
|
1,237,500
|
|
|
|
for good reason not in connection with a
|
|
Incentive awards
|
|
1,732,500
|
|
|
|
|
change in control (5)
|
|
COBRA premiums (18 months)
|
|
18,527
|
|
|
|
|
|
|
Continued vesting (18 months)
|
|
4,976,991
|
|
|
|
|
|
|
|
|
$
|
7,965,518
|
|
|
|
Termination without cause or resignation
|
|
Base salary (24 months)
|
|
$
|
1,650,000
|
|
|
|
for good reason in connection with a
|
|
Incentive awards
|
|
2,310,000
|
|
|
|
|
change in control (5)
|
|
COBRA premiums (24 months)
|
|
24,702
|
|
|
|
|
|
|
Vesting acceleration (100%)
|
|
24,884,954
|
|
|
|
|
|
|
Outplacement services (12 months)
|
|
6,500
|
|
|
|
|
|
|
|
|
$
|
28,876,156
|
|
Michael E. McDevitt
|
|
Compensation pursuant to the McDevitt
|
|
Base salary (12 months)
|
|
$
|
455,000
|
|
|
|
Separation Agreement (6)
|
|
Annual incentive award
|
|
364,000
|
|
|
|
|
|
|
COBRA Premiums (12 months)
|
|
18,487
|
|
|
|
|
|
|
Outplacement services (12 months)
|
|
6,500
|
|
|
|
|
|
|
Continued vesting (12 months)
|
|
1,347,074
|
|
|
|
|
|
|
|
|
$
|
2,191,061
|
|
David T. Emerson
|
|
Death or termination of employment due to
|
|
Annual incentive award (1)
|
|
$
|
258,880
|
|
|
|
long-term disability
|
|
Vesting acceleration (100%) (2)
|
|
5,197,120
|
|
|
|
|
|
|
|
|
$
|
5,456,000
|
|
|
|
Change in control (not involving
|
|
Annual incentive award (4)
|
|
$
|
320,000
|
|
|
|
termination of employment) (3)
|
|
|
|
$
|
320,000
|
|
|
|
Termination without cause or resignation
|
|
Base salary (12 months)
|
|
$
|
400,000
|
|
|
|
for good reason not in connection with a
|
|
Incentive awards (6)
|
|
320,000
|
|
|
|
|
change in control (7)
|
|
COBRA premiums (12 months)
|
|
12,219
|
|
|
|
|
|
|
Outplacement services (12 months)
|
|
6,500
|
|
|
|
|
|
|
Continued vesting (12 months)
|
|
1,191,059
|
|
|
|
|
|
|
|
|
$
|
1,929,778
|
|
|
|
Termination without cause or resignation
|
|
Base salary (18 months)
|
|
$
|
600,000
|
|
|
|
for good reason in connection with a
|
|
Annual incentive award
|
|
480,000
|
|
|
|
|
change in control (7)
|
|
COBRA premiums (18 months)
|
|
18,329
|
|
|
|
|
|
|
Vesting acceleration (100%)
|
|
5,197,120
|
|
|
|
|
|
|
Outplacement services (12 months)
|
|
6,500
|
|
|
|
|
|
|
|
|
$
|
6,301,949
|
|
(1)
|
Based on actual results for performance period using 0% performance measurement for the Cree-wide financial goals and 162% for the LED Products business unit financial goals applicable to Mr. Emerson, in each case prorated to the Trigger Date for the annual incentive portion. Assumes no prior leave of absence in the case of death. In the case of termination due to long-term disability, assuming 180 days prior leave of absence, payment would have been $859,904 for Mr. Lowe and $131,213 for Mr. Emerson. Actual amount will vary based on performance measurement and the duration of any leave of absence prior to death or termination due to long-term disability.
|
(2)
|
Vesting is automatically accelerated for nonqualified stock options, RSUs, and PSUs in the event of death or upon the effective date of the determination of the executive officer’s long-term disability pursuant to the terms of the award agreements under the LTIPs, which terms apply equally to all participants. For PSUs, vesting is on a pro rata basis based on the number of days elapsed during the applicable performance period for awards made in fiscal 2017 and earlier and at the greater of the target level or the actual performance level for awards made in fiscal 2018 (with the date of death or on the effective date of the determination of disability being treated as the ending date for the measurement period).
|
(3)
|
No accelerated vesting will occur for equity awards under the LTIP in connection with a change in control not involving termination of employment
unless
the outstanding awards are not assumed by the successor in connection with a change in control, and the Compensation Committee, in its discretion, accelerates vesting of the outstanding but unvested awards. If awards were not assumed by the successor and the Compensation Committee exercised its discretion to the fullest extent possible and determined that 100% of the outstanding awards should be vested, the named executive officers would have received the following additional amounts: $859,904 for Mr. Lowe and $131,213 for Mr. Emerson.
|
(4)
|
The performance units granted to Messrs. Lowe and Emerson provide that the performance measurement for determining his annual incentive award will be no less than 100% if a change in control occurs during the performance period. The amount in the table represents the additional amount each of Messrs. Lowe and Emerson would have received as a result of this provision and excludes any amount he would otherwise be entitled to receive based on actual performance results.
|
(5)
|
The triggering event, along with resulting benefits, is defined in the Change in Control Agreement.
|
(6)
|
Represents amounts to which Mr. McDevitt is entitled pursuant to the McDevitt Separation Agreement, following the termination of the transition period.
|
(7)
|
The triggering event, along with resulting benefits, is defined in the SLT Severance Plan.
|
•
|
Calculating the compensation based on the consistently applied measure of target annual compensation as described above of all of our employees except the CEO;
|
•
|
Determining the median employee from our employee population based on this consistently applied compensation measure; and
|
•
|
Identifying the ten employees whose target annual compensation was situated above and below this median and calculating total annual compensation for this subset of employees using the same methodology we use for our named executive officers as set forth in the fiscal 2018 Summary Compensation Table in this proxy statement in accordance with Item 402 of Regulation S-K (the “Item 402 Rules”), excluding any employee who had anomalous compensation characteristics, to ensure that our selected median employee reflects our population as a whole and support the reasonableness of our consistently applied compensation measure.
|
•
|
There were options to purchase 5,731,980 shares of our common stock outstanding under all of our equity compensation plans, including legacy plans under which we will make no more grants. The weighted average remaining life of these outstanding options was 3.03 years, and the weighted average exercise price was $39.98.
|
•
|
There were 4,113,733 shares subject to outstanding stock awards that remain subject to forfeiture.
|
•
|
There were 5,141,381 shares available for future grants under the LTIP, 1,948,611 shares available for future issuance under the 2005 Employee Stock Purchase Plan, or ESPP, and 55,020 shares available for future issuance under the Non-Employee Director Stock Compensation and Deferral Program, or the Deferral Program.
|
Plan Category
|
|
(a)
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (1)
|
|
(b)
Weighted average
exercise price of
outstanding options,
warrants and rights (2)
|
|
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (1)
|
||||||
Equity compensation plans approved by security holders
|
|
9,972,898
|
|
(3)
|
|
$
|
39.58
|
|
|
8,025,107
|
|
(4)
|
Equity compensation plans not approved by security holders
|
|
43,468
|
|
(5)
|
|
—
|
|
|
56,532
|
|
(6)
|
|
Total
|
|
10,016,366
|
|
|
|
$
|
39.58
|
|
|
8,081,639
|
|
|
(1)
|
Refers to shares of the Company’s common stock.
|
(2)
|
The weighted average exercise price relates solely to outstanding stock option shares because shares subject to restricted stock units have no exercise price.
|
(3)
|
Includes shares issuable upon exercise of outstanding options and restricted stock units under the 2004 LTIP - 2,373,386 shares; and LTIP - 7,599,512 shares.
|
(4)
|
Includes shares remaining for future issuance under the following plans in the amounts indicated: LTIP - 6,076,496 shares and ESPP - 1,948,611 shares.
|
(5)
|
Includes shares issuable under the Deferral Program - 43,468 shares.
|
(6)
|
Includes shares remaining for future issuance under the Deferral Program.
|
Name
|
|
Fees Earned
or Paid
in Cash ($)
|
|
Stock Awards
($) (1)
|
|
Option Awards
($)
|
|
All Other Compensation ($)
|
|
Total ($)
|
||||||||
Clyde R. Hosein (2)
|
|
$
|
80,000
|
|
|
$
|
171,676
|
|
|
—
|
|
|
—
|
|
|
$
|
251,676
|
|
Robert A. Ingram (3)
|
|
$
|
110,000
|
|
|
$
|
171,676
|
|
|
—
|
|
|
—
|
|
|
$
|
281,676
|
|
Darren R. Jackson (4)
|
|
$
|
95,000
|
|
|
$
|
171,676
|
|
|
—
|
|
|
—
|
|
|
$
|
266,676
|
|
C. Howard Nye (5)
|
|
$
|
80,000
|
|
|
$
|
171,676
|
|
|
—
|
|
|
—
|
|
|
$
|
251,676
|
|
John B. Replogle (6)
|
|
$
|
80,000
|
|
|
$
|
171,676
|
|
|
—
|
|
|
—
|
|
|
$
|
251,676
|
|
Thomas H. Werner (7)
|
|
$
|
85,000
|
|
|
$
|
171,676
|
|
|
—
|
|
|
—
|
|
|
$
|
256,676
|
|
Anne C. Whitaker (8)
|
|
$
|
75,000
|
|
|
$
|
171,676
|
|
|
—
|
|
|
—
|
|
|
$
|
246,676
|
|
(1)
|
Amounts listed in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of awards granted during fiscal 2018 calculated in accordance with ASC Topic 718. These amounts relate to the annual grant of 7,033 RSUs to each non-employee director on September 1, 2017. All awards were made under the LTIP. For a discussion of the assumptions used to value these awards, see Note 12 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 24, 2018.
|
(2)
|
As of June 24, 2018, Mr. Hosein had 12,000 options outstanding, all of which were exercisable. In addition, Mr. Hosein held 7,033 RSUs that vested on September 1, 2018.
|
(3)
|
As of June 24, 2018, Mr. Ingram had 12,000 options outstanding, all of which were exercisable. In addition, Mr. Ingram held 7,033 RSUs that vested on September 1, 2018. Lastly, Mr. Ingram deferred all of the $110,000 of fees earned in fiscal 2018 into the Deferral Program (as described below).
|
(4)
|
As of June 24, 2018, Mr. Jackson had no options outstanding; however, Mr. Jackson held 9,301 RSUs of which 7,033 vested on September 1, 2018. The remaining 2,268 RSUs will vest on May 3, 2019.
|
(5)
|
As of June 24, 2018, Mr. Nye had no options outstanding; however, Mr. Nye held 9,257 RSUs of which 7,033 vested on September 1, 2018. The remaining 2,224 RSUs will vest on October 27, 2018. Lastly, Mr. Nye deferred all of the $80,000 of fees earned in fiscal 2018 into the Deferral Program (as described below).
|
(6)
|
As of June 24, 2018, Mr. Replogle had 4,000 options outstanding, all of which were exercisable. In addition, Mr. Replogle held 7,033 RSUs that vested on September 1, 2018. Lastly, Mr. Replogle deferred all of the $80,000 of fees earned in fiscal 2018 into the Deferral Program.
|
(7)
|
As of June 24, 2018, Mr. Werner had 12,000 options outstanding, all of which were exercisable. In addition, Mr. Werner held 7,033 RSUs that vested on September 1, 2018.
|
(8)
|
As of June 24, 2018, Ms. Whitaker had 4,000 options outstanding, all of which were exercisable. In addition, Ms. Whitaker held 7,033 RSUs that vested on September 1, 2018.
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||
Audit Fees
|
$
|
3,032,000
|
|
|
$
|
2,462,000
|
|
Audit-Related Fees
|
50,000
|
|
|
—
|
|
||
Tax Fees
|
170,000
|
|
|
191,000
|
|
||
All Other Fees
|
3,000
|
|
|
3,000
|
|
||
Total
|
$
|
3,255,000
|
|
|
$
|
2,656,000
|
|
•
|
Aggressive financial targets for performance-based short-term cash incentive compensation
. The Committee established challenging annual Cree-wide financial targets for the fiscal 2018 performance-based cash incentive programs that applied to all of Cree’s named executive officers serving for the full fiscal year.
Cree did not reach the threshold target for payout under its Cree-wide annual financial targets in fiscal 2018. Because Mr. McDevitt’s performance based cash incentives were measured solely on achievement of Cree-wide annual financial targets for fiscal 2018, Mr. McDevitt was not entitled to receive a calculated annual cash incentive payout under the LTIP, but the Compensation Committee exercised discretion to award him a payout of 27.5% of target for fiscal 2018. Mr. Emerson also received no payout with respect to the portion of his incentive award based on Cree-wide targets. Mr. Lowe’s short term incentive was fixed to be paid out at not less than target in connection with his engagement as CEO.
|
•
|
Proportion of performance-based pay
. Based on the Committee’s pay for performance philosophy, as a direct result of the Committee’s compensation decisions, approximately 80% of Mr. McDevitt’s target total direct compensation for fiscal 2018 was comprised of variable performance-based pay in the form of short-term cash incentives and long-term equity awards. Similarly, 88% of Mr. Lowe’s target total direct compensation for fiscal 2018 was comprised of these components, although for this transition year, Mr. Lowe was entitled to receive annual cash incentive at not less than the target amount as part of the sign-on package to attract and engage a new CEO.
|
•
|
Long-term equity compensation
. For fiscal 2018, Cree granted equity awards to Mr. Lowe and the named executive officers who served for the full fiscal year in the form of RSUs and PSUs to align the interests of the named executive officers with Cree shareholders and to facilitate named executive officer retention. As discussed above, Cree did not reach the performance threshold for vesting of (i) the third performance period tranche of the PSUs granted in September 2015 under the established annual financial targets for fiscal 2018; (ii) the performance threshold for vesting of the second performance period tranche of the PSUs granted in September 2016 under the established annual financial targets for fiscal 2018; or (iii) the performance threshold for vesting of the first performance period tranche of the PSUs granted in September 2017 under the established annual financial targets for fiscal 2018, and as a result, none of these tranches of PSUs vested in September 2018.
|
•
|
Solicitation of shareholder feedback and revisions to compensation programs
. As discussed on page 26, the Company continued to actively engage in dialogue with shareholders during fiscal 2018, and has made corresponding changes to its compensation programs, including changes in the long-term incentive mix, to increase the allocation of PSUs from 40% to 50%, effective for fiscal 2018 equity awards; changes in long-term incentive metrics including adding an external metric aligned with
|
1
|
|
|
AKAMAI TECHNOLOGIES
|
|
34
|
|
|
LITTELFUSE
|
2
|
|
|
ALLSCRIPTS
|
|
35
|
|
|
LOGITECH
|
3
|
|
|
ARISTA NETWORKS
|
|
36
|
|
|
LUMENTUM
|
4
|
|
|
ATHENAHEALTH
|
|
37
|
|
|
MARVELL SEMICONDUCTOR
|
5
|
|
|
BENCHMARK ELECTRONICS
|
|
38
|
|
|
MAXIM INTEGRATED PRODUCTS
|
6
|
|
|
BLACKBERRY LIMITED
|
|
39
|
|
|
MICROSEMI
|
7
|
|
|
BRUKER
|
|
40
|
|
|
MKS INSTRUMENTS
|
8
|
|
|
CADENCE DESIGN SYSTEMS
|
|
41
|
|
|
NATIONAL INSTRUMENTS
|
9
|
|
|
CDK GLOBAL
|
|
42
|
|
|
NETGEAR
|
10
|
|
|
CIRRUS LOGIC
|
|
43
|
|
|
NETSCOUT SYSTEMS
|
11
|
|
|
CRITEO
|
|
44
|
|
|
NUANCE COMMUNICATIONS
|
12
|
|
|
CUBIC CORPORATION
|
|
45
|
|
|
OPEN TEXT
|
13
|
|
|
CURTISS WRIGHT CORPORATION
|
|
46
|
|
|
PALO ALTO NETWORKS
|
14
|
|
|
CYPRESS SEMICONDUCTOR
|
|
47
|
|
|
PANDORA MEDIA
|
15
|
|
|
DIGITAL REALTY TRUST
|
|
48
|
|
|
PLEXUS
|
16
|
|
|
DOLBY LABORATORIES
|
|
49
|
|
|
PTC-PARAMETRIC TECHNOLOGY
|
17
|
|
|
EASTMAN KODAK COMPANY
|
|
50
|
|
|
RED HAT
|
18
|
|
|
ENDURANCE INTERNATIONAL GROUP
|
|
51
|
|
|
SCIENTIFIC GAMES CORPORATION
|
19
|
|
|
ENTEGRIS
|
|
52
|
|
|
SERVICENOW
|
20
|
|
|
ESTERLINE TECHNOLOGIES
|
|
53
|
|
|
SHUTTERFLY
|
21
|
|
|
F5 NETWORKS
|
|
54
|
|
|
SUNPOWER
|
22
|
|
|
FINISAR
|
|
55
|
|
|
SYNAPTICS
|
23
|
|
|
FLIR SYSTEMS
|
|
56
|
|
|
SYNOPSYS
|
24
|
|
|
FORTINET
|
|
57
|
|
|
TERADATA
|
25
|
|
|
FTD
|
|
58
|
|
|
TERADYNE
|
26
|
|
|
GARMIN
|
|
59
|
|
|
TRIMBLE NAVIGATION
|
27
|
|
|
GODADDY.COM
|
|
60
|
|
|
TRIPADVISOR
|
28
|
|
|
GOPRO
|
|
61
|
|
|
TTM TECHNOLOGIES
|
29
|
|
|
INTELSAT
|
|
62
|
|
|
VERINT SYSTEMS
|
30
|
|
|
IPG PHOTONICS
|
|
63
|
|
|
VERISIGN
|
31
|
|
|
ITRON
|
|
64
|
|
|
VIASAT
|
32
|
|
|
KEYSIGHT TECHNOLOGIES
|
|
65
|
|
|
WORKDAY
|
33
|
|
|
KLA-TENCOR
|
|
66
|
|
|
XILINX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E51115-P12597
|
||
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|||||
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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|
|||||
|
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 22, 2018
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|
|||||
|
The undersigned hereby appoints Gregg A. Lowe and Bradley D. Kohn, and each of them individually, as proxies and attorneys-in-fact of the undersigned, with full power of substitution, to represent the undersigned and to vote, in accordance with the directions in this proxy, all of the shares of stock of Cree, Inc. that the undersigned is entitled to vote at the 2018 Annual Meeting of Shareholders of Cree, Inc. to be held at the offices of the corporation at the Cree Lighting Experience Center, 4408 Silicon Drive, Durham, North Carolina 27703, on Monday, October 22, 2018 at 12:00 p.m. local time, and any and all adjournments thereof.
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|||||
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR EACH PROPOSAL.
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|
|||||
|
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
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Address Changes
:
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|
(If you noted any Address Changes above, please mark corresponding box on the reverse side.)
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CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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