Filed
by the Registrant x
|
|
Filed
by a Party other than the Registrant o
|
|
Check
the appropriate box:
|
|
o
|
Preliminary
Proxy Statement
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material Pursuant to Rule
§240.14a-12
|
x
|
No
fee required.
|
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
1.
|
Title
of each class of securities to which transaction
applies:
|
|
|
||
2.
|
Aggregate
number of securities to which transaction applies:
|
|
|
||
3.
|
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):
|
|
|
||
4.
|
Proposed
maximum aggregate value of transaction:
|
|
|
||
5.
|
Total
fee paid:
|
|
o
|
Fee
paid previously with preliminary materials.
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
|
|
1.
|
Amount
Previously Paid:
|
|
|
||
2.
|
Form,
Schedule or Registration Statement No.:
|
|
|
||
3.
|
Filing
Party:
|
|
|
||
4.
|
Date
Filed:
|
|
1.
|
To
elect three Class II directors to serve on the Board of Directors until
our 2012 annual meeting of stockholders, or until a successor is duly
elected and qualified;
|
2.
|
To
ratify the appointment of Ernst & Young LLP as our independent
registered public accounting firm for the fiscal year ending January 2,
2010;
|
3.
|
To
approve the 2009 Stock Incentive Plan;
|
4.
|
To
approve the 2009 Employee Stock Purchase Plan; and
|
5.
|
To
transact such other business as may properly come before the meeting or
any adjournment or adjournments
thereof.
|
Sincerely,
|
||
/s/
Necip Sayiner
|
|
|
Chief
Executive Officer,
|
||
President
and Director
|
||
Austin,
Texas
|
||
March
13, 2009
|
Harvey
B. Cash, 70
|
has
served as a director of Silicon Laboratories since June 1997. Mr. Cash has
served as general partner of InterWest Partners, a venture capital firm,
since 1986. Mr. Cash currently serves on the Board of Directors of the
following public companies: Ciena Corporation, a designer and manufacturer
of dense wavelength division multiplexing systems for fiber optic
networks; Argo Group International Holdings, Ltd., a specialty insurance
company; and First Acceptance Corp, a provider of low-cost auto insurance.
Mr. Cash holds a B.S. in Electrical Engineering from Texas A&M
University and an M.B.A. from Western Michigan
University.
|
|
Necip
Sayiner, 43
|
has
served as director, President and Chief Executive Officer since September
2005. Prior to joining Silicon Laboratories, Mr. Sayiner held various
leadership positions at Agere Systems Inc. From August 2004 to September
2005, Mr. Sayiner served as Vice President and General Manager of Agere’s
Enterprise and Networking Division and from March 2002 to August 2004 he
served as Vice President and General Manager of Agere’s Networking IC
Division. Mr. Sayiner holds a B.S. in electrical engineering and physics
from Bosphorus University in Turkey, a M.S. in Electrical Engineering from
Southern Illinois University, and a Ph.D. in Electrical Engineering from
the University of Pennsylvania.
|
|
David
R. Welland, 53
|
co-founded
Silicon Laboratories in August 1996, has served as a Vice President and
director since our inception and was appointed Fellow in March 2004. From
November 1991 until founding Silicon Laboratories, Mr. Welland held
various positions at Crystal Semiconductor/Cirrus Logic, a designer and
manufacturer of integrated circuits, including Senior Design Engineer. Mr.
Welland holds a B.S. in Electrical Engineering from the Massachusetts
Institute of Technology.
|
Navdeep
S. Sooch, 46
|
co-founded
Silicon Laboratories in August 1996 and has served as Chairman of the
Board since our inception. Mr. Sooch served as our Chief Executive Officer
from our inception through the end of fiscal 2003 and served as interim
Chief Executive Officer from April 2005 to September 2005. From March 1985
until founding Silicon Laboratories, Mr. Sooch held various positions at
Crystal Semiconductor/Cirrus Logic, a designer and manufacturer of
integrated circuits, including Vice President of Engineering, as well as
Product Planning Manager of Strategic Marketing and Design Engineer. From
May 1982 to March 1985, Mr. Sooch was a Design Engineer with AT&T Bell
Labs. Mr. Sooch holds a B.S. in Electrical Engineering from the University
of Michigan, Dearborn and a M.S. in Electrical Engineering from Stanford
University.
|
|
Laurence
G. Walker, 60
|
has
served as a director of Silicon Laboratories since June 2003. Previously,
Mr. Walker co-founded and served as Chief Executive Officer of C-Port
Corporation, a pioneer in the network processor industry, which was
acquired by Motorola in 2000. Following the acquisition, Mr. Walker served
as Vice President of Strategy for Motorola’s Network and Computing Systems
Group and then as Vice President and General Manager of the Network and
Computing Systems Group until 2002. From August 1996 to May 1997, Mr.
Walker served as Chief Executive Officer of CertCo, a digital
certification supplier. Mr. Walker served as Vice President and General
Manager, Network Products Business Unit, of Digital Equipment Corporation,
a computer hardware company, from January 1994 to July 1996. From 1981 to
1994, he held a variety of other management positions at Digital Equipment
Corporation. Mr. Walker holds a B.S. in Electrical Engineering from
Princeton University and a M.S. and Ph.D. in Electrical Engineering from
the Massachusetts Institute of Technology.
|
|
William
P. Wood, 53
|
has
served as a director of Silicon Laboratories since March 1997 and as Lead
Director since December 2005. Since 1996, Mr. Wood has also served as
general partner of various funds associated with Silverton Partners, a
venture capital firm. From 1984 to 2003, Mr. Wood was a general partner,
and for certain funds created since 1996, a special limited partner, of
various funds associated with Austin Ventures, a venture capital firm. Mr.
Wood holds a B.A. in History from Brown University and an M.B.A. from
Harvard University.
|
Nelson
C. Chan, 47
|
has
served as a director of Silicon Laboratories since September 2007. Mr.
Chan is an independent consultant in the semiconductor and consumer
electronics industry. From December 2006 through July 2008, Mr. Chan
served as president and chief executive officer of Magellan, a leading
maker of GPS devices for consumer and professional applications. He also
serves on the board of directors of Synaptics Incorporated, a provider of
user interface solutions for mobile electronic appliances. From 1992
through 2006, Mr. Chan served in various senior management positions with
SanDisk Corporation, including most recently as Executive Vice President
and General Manager of the Consumer Business. From 1983 to 1992, Mr. Chan
held various marketing and engineering positions at Chips and
Technologies, Signetics, and Delco Electronics. Mr. Chan holds a B.S. in
Electrical and Computer Engineering from the University of California at
Santa Barbara, and an M.B.A. from Santa Clara
University.
|
|
R.
Ted Enloe III, 70
|
has
served as a director of Silicon Laboratories since April 2003. Mr. Enloe
is currently the Managing General Partner of Balquita Partners, Ltd., a
family investment firm. Previously, Mr. Enloe served as President and
Chief Executive Officer of Optisoft, Inc., a provider of intelligent
traffic signal platforms. Mr. Enloe formerly served as Vice Chairman and
member of the office of chief executive of Compaq Computer Corporation. He
also served as President of Lomas Financial Corporation and Liberté
Investors for more than 15 years. Mr. Enloe co-founded a number of other
publicly held firms, including Capstead Mortgage Corp., Tyler Cabot
Mortgage Securities Corp., and Seaman’s Corp. Mr. Enloe currently serves
on the Board of Directors of Leggett & Platt, Inc. and Live Nation,
Inc. Mr. Enloe holds a B.S. in Engineering from Louisiana Polytechnic
University and a J.D. from Southern Methodist
University.
|
|
Kristen
M. Onken, 59
|
has
served as a director of Silicon Laboratories since September 2007. Ms.
Onken retired from Logitech in May 2006, a maker of electronics
peripherals, where she served as Senior Vice President, Finance, and Chief
Financial Officer from February 1999 to May 2006. From September 1996 to
February 1999, Ms. Onken served as Vice President of Finance at Fujitsu PC
Corporation, the U.S. subsidiary of the Japanese electronics manufacturer.
From 1991 to September 1996, Ms. Onken was employed by Sun Microsystems
initially as Controller of the Southwest Area, and later as Director of
Finance, Sun Professional Services. Ms. Onken holds a B.S. from Southern
Illinois University, and an M.B.A. in Finance from the University of
Chicago.
|
Name
|
Fees
Earned
or
Paid in
Cash
($)
|
Option
Awards
($)(1)
|
Total
($)
|
|||||
Harvey
B. Cash
|
35,000
|
109,329(2)
|
144,329
|
|||||
Nelson
C. Chan
|
35,000
|
178,976(3)
|
213,976
|
|||||
R.
Ted Enloe III
|
60,000
|
153,386(4)
|
213,386
|
|||||
Kristen
M. Onken
|
40,000
|
178,976(5)
|
218,976
|
|||||
Navdeep
S. Sooch
|
55,000
|
290,823(6)
|
345,823
|
|||||
Laurence
G. Walker
|
50,000
|
153,386(7)
|
203,386
|
|||||
William
P. Wood
|
50,000
|
153,386(8)
|
203,386
|
(1)
|
Amounts
shown do not reflect compensation actually received by the director, but
represent the calculated compensation cost recognized by us in fiscal 2008
as determined pursuant to Statement of Financial Accounting Standards No.
123 (revised 2004), Share-Based
Payment (“SFAS 123R”). Such calculation disregarded the effect of
any estimate of forfeitures. The assumptions underlying the calculation
pursuant to SFAS 123R are discussed under Note 11, Stockholders’ Equity
and Stock-based Compensation of the Company’s Form 10-K for the fiscal
year ended January 3, 2009.
|
(2)
|
The
grant date fair value calculated pursuant to SFAS 123R of the options
issued in fiscal 2008 to Mr. Cash was $113,260. Mr. Cash had 75,000
options outstanding as of January 3, 2009, of which all were
exercisable.
|
(3)
|
The
grant date fair value calculated pursuant to SFAS 123R of the options
issued in fiscal 2008 to Mr. Chan was $113,260. Mr. Chan had 40,000
options outstanding as of January 3, 2009, of which all were
exercisable.
|
(4)
|
The
grant date fair value calculated pursuant to SFAS 123R of the options
issued in fiscal 2008 to Mr. Enloe was $113,260. Mr. Enloe had 80,000
options outstanding as of January 3, 2009, of which all were
exercisable.
|
(5)
|
The
grant date fair value calculated pursuant to SFAS 123R of the options
issued in fiscal 2008 to Ms. Onken was $113,260. Ms. Onken had 40,000
options outstanding as of January 3, 2009, of which all were
exercisable.
|
(6)
|
The
grant date fair value calculated pursuant to SFAS 123R of the options
issued in fiscal 2008 to Mr. Sooch was $169,890. Mr. Sooch had 597,835
options outstanding as of January 3, 2009, of which 578,666 were
exercisable.
|
(7)
|
The
grant date fair value calculated pursuant to SFAS 123R of the options
issued in fiscal 2008 to Mr. Walker was $113,260. Mr. Walker had 80,000
options outstanding as of January 3, 2009, of which all were
exercisable.
|
(8)
|
The
grant date fair value calculated pursuant to SFAS 123R of the options
issued in fiscal 2008 to Mr. Wood was $113,260. Mr. Wood had 105,000
options outstanding as of January 3, 2009, of which all were
exercisable.
|
2008
|
2007
|
|||||||
Audit
fees
|
$ | 1,130,100 | $ | 1,552,800 | ||||
Audit-related
fees
|
3,750 | 16,500 | ||||||
Tax
fees
|
— | — | ||||||
All
other fees
|
6,495 | 6,495 | ||||||
Total
|
$ | 1,140,345 | $ | 1,575,795 |
●
|
Earnings
or net earnings (either before or after interest, taxes, depreciation and
amortization)
|
|
●
|
Economic
value-added
|
|
●
|
Sales
or revenue
|
|
●
|
Income
|
|
●
|
Net
income (either before or after taxes)
|
|
●
|
Operating
earnings
|
|
●
|
Cash
flow (including, but not limited to, operating cash flow and free cash
flow)
|
|
●
|
Cash
flow return on capital
|
|
●
|
Return
on assets or net assets
|
|
●
|
Return
on stockholders’ equity
|
|
●
|
Return
on capital
|
|
●
|
Stockholder
returns
|
|
●
|
Return
on sales
|
|
●
|
Gross
or net profit margin
|
|
●
|
Productivity
|
|
●
|
Expense
|
|
●
|
Margins
|
|
●
|
Operating
efficiency
|
|
●
|
Customer
satisfaction
|
●
|
Working
capital
|
|
●
|
Earnings
per share
|
|
●
|
Price
per share
|
|
●
|
Market
share
|
|
●
|
New
products
|
|
●
|
Customer
penetration
|
|
●
|
Technology
and risk
management
|
A
change in control is generally defined as:
|
||
●
|
the
direct or indirect acquisition of more than 50% of the voting stock of our
company;
|
|
●
|
if,
during any period of two consecutive years, individuals who, at the
beginning of such period, constitute our Board of Directors together with
any new directors whose election was approved by a vote of at least a
majority of the directors then still in office who either were directors
at the beginning of the two-year period or whose election or nomination
for election was previously so approved, cease for any reason to
constitute a majority of such body;
|
|
●
|
the
consummation of (i) a merger, consolidation, reorganization or business
combination in which our company is a party, (ii) a sale or other
disposition of all or substantially all of our assets, or (iii) the
acquisition of assets or stock of another entity (other than a transaction
which results in our outstanding voting securities immediately before the
transaction continuing to represent a majority of the voting power of the
acquiring company’s outstanding voting securities and after which no
person owns 50% or more of the voting stock of the successor entity);
or
|
|
●
|
a
liquidation or dissolution of our
company.
|
Beneficial
Owner(1)
|
Shares
Beneficially Owned |
Percentage
of
Shares
Beneficially
Owned(2)
|
|
||||
Necip Sayiner(3)
|
459,258
|
1.03
|
%
|
||||
William G. Bock(4)
|
153,063
|
*
|
|||||
Kurt W. Hoff(5)
|
40,304
|
*
|
|||||
Jonathan D.
Ivester(6)
|
291,191
|
*
|
|||||
Paul V. Walsh,
Jr.(7)
|
22,569
|
*
|
|||||
Navdeep S.
Sooch(8)
|
1,297,426
|
2.90
|
%
|
||||
Harvey B. Cash(9)
|
347,267
|
*
|
|||||
Nelson C. Chan(10)
|
40,000
|
*
|
|||||
R. Ted Enloe
III(11)
|
80,000
|
*
|
|||||
Kristen M.
Onken(12)
|
40,000
|
*
|
|||||
Laurence G.
Walker(13)
|
80,028
|
*
|
|||||
William P. Wood(14)
|
360,776
|
*
|
|||||
David
R. Welland
|
2,244,131
|
5.01
|
%
|
||||
Entities deemed to
be affiliated with Franklin Resources, Inc. (“FRI”)(15)
|
3,682,649
|
8.23
|
%
|
||||
Entities deemed to
be affiliated with T. Rowe Price Associates, Inc.(16)
|
2,643,850
|
5.91
|
%
|
||||
Entities deemed to
be affiliated with William Blair & Company, LLC(17)
|
4,697,435
|
10.50
|
%
|
||||
All directors and
executive officers as a group (13 persons)(18)
|
5,456,013
|
12.19
|
%
|
||||
Total
Beneficial Ownership
|
16,479,947
|
36.82
|
%
|
*
|
Represents
beneficial ownership of less than one percent.
|
(1)
|
Unless
otherwise indicated in the footnotes, the address for the beneficial
owners named above is 400 West Cesar Chavez, Austin, Texas
78701.
|
(2)
|
Percentage
of ownership is based on 44,753,259 shares of common stock outstanding on
January 31, 2009. Shares of common stock subject to stock options which
are currently exercisable or will become exercisable within 60 days after
January 31, 2009 and shares of common stock subject to restricted stock
units which are or will become vested within 60 days after January 31,
2009 are deemed outstanding for computing the percentage for the person or
group holding such options, but are not deemed outstanding for computing
the percentage for any other person or
group.
|
(3)
|
Includes
403,124 shares issuable upon exercise of stock options.
|
(4)
|
Includes
132,503 shares issuable upon exercise of stock options.
|
(5)
|
Includes
38,071 shares issuable upon exercise of stock options.
|
(6)
|
Includes
61,000 shares held in a family trust and 124,019 shares issuable upon
exercise of stock options. Mr. Ivester shares voting and investment power
with respect to the 61,000 shares held in the family
trust.
|
(7)
|
Includes
17,958 shares issuable upon exercise of stock options. (8) Includes
581,166 shares issuable upon exercise of stock options.
|
(9)
|
Includes
96,546 shares held in a family trust and 75,000 shares issuable upon the
exercise of stock options. Mr. Cash has sole voting and investment power
with respect to the 96,546 shares held in the family
trust.
|
(10)
|
Includes
40,000 shares issuable upon exercise of stock options.
|
(11)
|
Includes
80,000 shares issuable upon exercise of stock options.
|
(12)
|
Includes
40,000 shares issuable upon exercise of stock options.
|
(13)
|
Includes
80,000 shares issuable upon exercise of stock options.
|
(14)
|
Includes
255,776 shares held by Silverton Partners, of which Mr. Wood is the
general partner, and 105,000 shares issuable upon exercise of stock
options.
|
(15)
|
Pursuant
to a Schedule 13G/A dated February 9, 2009 filed with the SEC, Franklin
Resources, Inc. reported that as of December 31, 2008 it and certain
related entities had sole voting power over 3,589,749 shares and sole
dispositive power over 3,682,649 shares and that its address is One
Franklin Parkway, San Mateo, CA 94403.
|
(16)
|
Pursuant
to a Schedule 13G dated February 10, 2009 filed with the SEC, T. Rowe
Price Associates, Inc. reported that as of December 31, 2008 it and
certain related entities had sole voting power over 738,700 shares and
sole dispositive power over 2,643,850 shares and that its address is 100
E. Pratt Street, Baltimore, MD 21202.
|
(17)
|
Pursuant
to a Schedule 13G/A dated January 12, 2009 filed with the SEC, William
Blair & Company, LLC reported that as of December 31, 2008 it and
certain related entities had sole voting and dispositive power over
4,697,435 shares and that its address is 222 West Adams, Chicago, IL
60606.
|
(18)
|
Includes
an aggregate of 1,716,841 shares issuable upon exercise of stock
options.
|
R.
Ted Enloe III (Chairman)
|
|
Kristen
M. Onken
|
|
Laurence
G. Walker
|
|
William
P. Wood
|
Name
|
Age
|
Position
|
|
|||
Navdeep
S. Sooch
|
46
|
Chairman
of the Board
|
||||
Necip
Sayiner
|
43
|
Chief
Executive Officer, President and Director
|
||||
William
G. Bock
|
58
|
Chief
Financial Officer and Senior Vice President
|
||||
Kurt
W. Hoff
|
51
|
Vice
President of Worldwide Sales
|
||||
Jonathan
D. Ivester
|
53
|
Senior
Vice President of Worldwide Operations
|
||||
Paul
V. Walsh, Jr.
|
44
|
Chief
Accounting Officer and Vice President of Finance
|
||||
David
R. Welland
|
53
|
Vice
President and Director
|
||||
Harvey
B. Cash
|
70
|
Director
|
||||
Nelson
C. Chan
|
47
|
Director
|
||||
R.
Ted Enloe III
|
70
|
Director
|
||||
Kristen
M. Onken
|
59
|
Director
|
||||
Laurence
G. Walker
|
60
|
Director
|
||||
William
P. Wood
|
53
|
Director
|
Navdeep
S. Sooch
|
co-founded
Silicon Laboratories in August 1996 and has served as Chairman of the
Board since our inception. Mr. Sooch served as our Chief Executive Officer
from our inception through the end of fiscal 2003 and served as interim
Chief Executive Officer from April 2005 to September 2005. From March 1985
until founding Silicon Laboratories, Mr. Sooch held various positions at
Crystal Semiconductor/Cirrus Logic, a designer and manufacturer of
integrated circuits, including Vice President of Engineering, as well as
Product Planning Manager of Strategic Marketing and Design Engineer. From
May 1982 to March 1985, Mr. Sooch was a Design Engineer with AT&T Bell
Labs. Mr. Sooch holds a B.S. in Electrical Engineering from the University
of Michigan, Dearborn and a M.S. in Electrical Engineering from Stanford
University
|
|
Necip
Sayiner
|
has
served as director, President and Chief Executive Officer since September
2005. Prior to joining Silicon Laboratories, Mr. Sayiner held various
leadership positions at Agere Systems Inc. From August 2004 to September
2005, Mr. Sayiner served as Vice President and General Manager of Agere’s
Enterprise and Networking Division and from March 2002 to August 2004 he
served as Vice President and General Manager of Agere’s Networking IC
Division. Mr. Sayiner holds a B.S. in electrical engineering and physics
from Bosphorus University in Turkey, a M.S. in Electrical Engineering from
Southern Illinois University, and a Ph.D. in Electrical Engineering from
the University of
Pennsylvania.
|
William
G. Bock
|
has
served as Senior Vice President of Finance and Administration and Chief
Financial Officer since November 2006. Mr. Bock joined Silicon
Laboratories as a director in March 2000, and served as Chairman of the
audit committee until November 2006 when he stepped down from the Board of
Directors to assume his current role. From April 2001 to November 2006,
Mr. Bock participated in the venture capital industry, principally as a
partner with CenterPoint Ventures. From February 1997 to March 2001, Mr.
Bock led DAZEL Corporation, a provider of electronic information delivery
systems, initially as its President and Chief Executive Officer and
subsequent to its acquisition by Hewlett-Packard in June 1999 as a HP Vice
President and General Manager. Prior to 1997, Mr. Bock served as Chief
Operating Officer of Tivoli Systems, a client server software company
acquired by IBM in March 1996, in senior sales and financial management
positions with Convex Computer Corporation and began his career with Texas
Instruments. Mr. Bock holds a B.S. in Computer Science from Iowa State
University and a M.S. in Industrial Administration from Carnegie Mellon
University.
|
|
Kurt
W. Hoff
|
has
served as Vice President of Worldwide Sales for Silicon Laboratories since
July 2007. From 2005 until July 2007, he managed the company’s European
sales and operations. Prior to joining Silicon Laboratories in 2005, Mr.
Hoff served as president, chief executive officer and director of Cognio,
a spectrum management company. Mr. Hoff also managed the operations and
sales of C-Port Corporation, a network processor company acquired by
Motorola in May 2000. Additionally, Mr. Hoff spent 10 years in various
sales positions at AMD. Mr. Hoff holds an M.B.A. from the University of
Chicago and a B.S. degree in Physics from the University of
Illinois.
|
|
Jonathan
D. Ivester
|
joined
Silicon Laboratories in September 1997 as Vice President. He served as
Vice President of Worldwide Operations since May 2005. Mr. Ivester was
promoted to Senior Vice President of Worldwide Operations in June 2008.
From May 1984 to September 1997, Mr. Ivester was with Applied Materials, a
supplier of equipment and services to the semiconductor industry, and
served as Director of Manufacturing and Director of U.S. Procurement in
addition to various engineering and manufacturing management positions.
Mr. Ivester was a scientist at Bechtel Corporation, engineering and
construction company, from 1980 to 1982 and at Abcor, Inc., an
ultrafiltration company and subsidiary of Koch Industries, from 1978 to
1980. Mr. Ivester holds a B.S. in Chemistry from the Massachusetts
Institute of Technology and an M.B.A. from Stanford
University.
|
|
Paul
V. Walsh, Jr.
|
joined
Silicon Laboratories in January 2004 as Director of Finance, Worldwide
Operations, and was appointed Corporate Controller in May 2005. In
November 2006, Mr. Walsh was promoted to Vice President and Chief
Accounting Officer. In January 2009, Mr. Walsh was appointed to the Board
of Directors of Grande Communications Holdings, Inc., a provider of cable,
internet and phone services, and will serve as the Chairman of the Audit
Committee and as a member of the Finance Committee. Prior to joining
Silicon Laboratories, Mr. Walsh was Site Controller from February 2003 to
January 2004 with PerkinElmer, a supplier to the health sciences and
photonics markets. From 1992 to 2003, Mr. Walsh held various operational,
finance and management roles at Teradyne and Analog Devices. Mr. Walsh
received his B.S. in Mechanical Engineering from the University of Maine,
and an M.B.A from Boston University.
|
|
David
R. Welland
|
co-founded
Silicon Laboratories in August 1996, has served as a Vice President and
director since our inception and was appointed Fellow in March 2004. From
November 1991 until founding Silicon Laboratories, Mr. Welland held
various positions at Crystal Semiconductor/Cirrus Logic, a designer and
manufacturer of integrated circuits, including Senior Design Engineer. Mr.
Welland holds a B.S. in Electrical Engineering from the Massachusetts
Institute of
Technology.
|
Laurence
G. Walker (Chairman)
|
|
Harvey
B. Cash
|
|
Nelson
C. Chan
|
|
William
P. Wood
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(1)
|
Non-equity
Incentive
Plan
Compensation
($)(2)
|
All
Other
Compensation
($)(3)
|
Total
($)
|
|||||||||||||||||||||||
Necip Sayiner(4)
|
2008
|
$ | 519,231 | $ | — | $ | 2,136,851 | $ | 2,204,722 | $ | 625,509 | $ | 5,582 | $ | 5,491,895 | ||||||||||||||||
Chief
Executive
|
2007
|
469,808 | — | 2,041,037 | 1,809,232 | 548,583 | 5,582 | 4,874,242 | |||||||||||||||||||||||
Officer,
President, and Director
|
2006
|
429,577 | — | 982,391 | 1,580,031 | 238,258 | 5,582 | 3,235,839 | |||||||||||||||||||||||
William
G. Bock
|
2008
|
310,615 | — | 693, 680 | 1,021,365 | 337,937 | 5,582 | 2,369,179 | |||||||||||||||||||||||
Chief
Financial
|
2007
|
300,000 | — | 689,821 | 825,720 | 314,976 | 5,582 | 2,136,099 | |||||||||||||||||||||||
Officer
and Senior Vice President
|
2006
|
(5) | 38,077 | — | 70,439 | 131,978 | 49 | 240,543 | |||||||||||||||||||||||
Kurt
W. Hoff
|
2008
|
255,385 | — | 458,926 | 290,587 | 182,775 | 122,641 | (6) | 1,310,314 | ||||||||||||||||||||||
Vice
President of Worldwide Sales
|
2007
|
(7) | 206,749 | — | 297,536 | 156,518 | 128,842 | (8) | 141,546 | (9) | 931,191 | ||||||||||||||||||||
Jonathan
D. Ivester
|
2008
|
268,846 | — | 320,920 | 362,914 | 185,350 | 582 | 1,138,612 | |||||||||||||||||||||||
Senior
Vice President
|
2007
|
256,538 | — | 317,166 | 319,000 | 180,832 | 582 | 1,074,118 | |||||||||||||||||||||||
of
Worldwide Operations
|
2006
|
229,808 | — | 87,869 | 362,470 | 114,665 | 535 | 795,347 | |||||||||||||||||||||||
Paul
V. Walsh, Jr.
|
2008
|
200,962 | — | 291,014 | 115,508 | 96,299 | 5,477 | 709,260 | |||||||||||||||||||||||
Vice
President of
|
2007
|
170,000 | 5,000 | 304, 477 | 84,246 | 36,289 | 5,396 | 605,408 | |||||||||||||||||||||||
Finance
and Chief
Accounting
Officer
|
2006
|
153,367 | 50,000 | 99,816 | 84,246 | 34,400 | 5,358 | 427,187 |
(1)
|
Amounts
shown do not reflect compensation actually received by the named executive
officer, but represent the calculated compensation cost recognized by us
as determined pursuant to SFAS 123R (disregarding any estimate of
forfeitures). The assumptions underlying the calculation under SFAS 123R
are discussed under Note 11, Stockholders’ Equity and Stock-based
Compensation in our Form 10-K for the fiscal year ended January 3, 2009.
(2) Represents amounts earned under the 2008 Bonus Plan for services
rendered in fiscal 2008, the 2007 Bonus Plan for services rendered in
fiscal 2007 and the 2006 Bonus Plan for services rendered in fiscal
2006.
|
(2)
|
Represents
amounts earned under the 2008 Bonus Plan for services rendered in fiscal
2008, the 2007 Bonus Plan for services rendered in fiscal 2007 and the
2006 Bonus Plan for services rendered in fiscal
2006.
|
|
(3)
|
Consists
of payments by us for company-paid life insurance premiums and employer
matching contributions into the Company’s 401(k) Plan, unless noted
otherwise.
|
|
(4)
|
During
fiscal 2008, 2007 and 2006, Mr. Sayiner did not receive any compensation
for his services provided as a director.
|
|
(5) | Represents compensation earned during fiscal 2006 by Mr. Bock for his services as Chief Financial Officer and Senior Vice President provided on or after November 8, 2006. Such amounts do not include compensation earned during fiscal 2006 for his prior role as a director. | |
(6)
|
Includes
$99,773 of amounts paid by the Company for tax preparation fees and tax
equalization payments related to Mr. Hoff’s overseas expatriate
assignment, $14,714 of company-paid moving and relocation expenses, $5,000
in employer matching contributions to the Company’s 401(k) Plan, $2,572
paid pursuant to an executive annual physical benefit and $582 of
company-paid life insurance premiums.
|
|
(7)
|
Mr.
Hoff was appointed to his current position on July 2, 2007. Data shown on
this table reflects his compensation for the entire fiscal
year.
|
|
(8)
|
Includes
$48,157 of payments as related to Mr. Hoff’s participation in the
Company’s sales incentive plan during the first two quarters of fiscal
2007, and $80,685 of bonus payments as related to Mr. Hoff’s participation
in the 2007 Bonus Plan during the last two fiscal
quarters.
|
|
(9)
|
Includes
$94,971 of amounts reimbursed to Mr. Hoff for the payment of taxes and
other allowances related to his overseas assignment, $41,092 of
company-paid moving and relocation expenses, $5,000 in employer matching
contributions to the Company’s 401(k) Plan, and $483 of company-paid life
insurance
premiums.
|
All
Other
Stock
Awards:
Number
of
Shares
of
Stock
or
Units
|
All
Other
Stock
Awards:
Number
of
Securities
Underlying
Options
|
Exercise
or
Base
Price
of
Option
Awards
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards(2)
|
||||||||||||||||||||||
Estimated
Future Payouts Under
Non-equity
Incentive
Plan Awards(1)
|
|||||||||||||||||||||||||
Grant
Date
|
Approval
Date
|
||||||||||||||||||||||||
Name
|
Threshold
|
Target
|
Maximum
|
||||||||||||||||||||||
Necip
Sayiner
|
2/15/2008
|
2/15/2008
|
$
|
6,821
|
$
|
577,500
|
$
|
866,250
|
110,000
|
$
|
31.96
|
$
|
1,474,847
|
||||||||||||
50,000
|
1,597,995
|
||||||||||||||||||||||||
William
G. Bock
|
2/15/2008
|
2/15/2008
|
3,685
|
312,000
|
468,000
|
21,250
|
$
|
31.96
|
284,914
|
||||||||||||||||
10,000
|
319,599
|
||||||||||||||||||||||||
Kurt
W. Hoff
|
2/15/2008
|
2/15/2008
|
1,843
|
195,000
|
273,000
|
17,500
|
$
|
31.96
|
234,635
|
||||||||||||||||
8,000
|
255,679
|
||||||||||||||||||||||||
Jonathan
D. Ivester
|
2/15/2008
|
2/15/2008
|
1,913
|
202,500
|
283,500
|
21,250
|
$
|
31.96
|
284,915
|
||||||||||||||||
8,000
|
255,679
|
||||||||||||||||||||||||
Paul
V. Walsh, Jr.
|
2/15/2008
|
2/15/2008
|
1,211
|
82,000
|
107,625
|
10,000
|
$
|
31.96
|
134,077
|
||||||||||||||||
5,000
|
159,800
|
(1)
|
Amounts
shown represent amounts that were available under the 2008 Bonus Plan.
Actual bonuses received under the 2008 Bonus Plan by the executive
officers are reported in the Summary Compensation Table under the column
entitled “Non-Equity Incentive Plan Compensation.”
|
|
(2)
|
A
discussion of the assumptions underlying the calculation under SFAS 123R
are discussed under Note 11, Stockholders’ Equity and Stock-based
Compensation in our Form 10-K for the fiscal year ended January 3,
2009.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)
|
Options
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of Shares
or
Units of Stock
That
Have Not
Vested
(#)
|
Market
Value of
Shares
or Units
That
Have Not
Vested
($)
|
||||||||
Necip
Sayiner
|
136,810
|
(2) |
3,496,864
|
|||||||||||
315,000
|
175,000
|
32.27
|
9/14/2015
|
|||||||||||
29,333
|
50,667
|
32.11
|
2/15/2017
|
|||||||||||
—
|
110,000
|
31.96
|
2/15/2018
|
|||||||||||
William
G. Bock
|
57,500
|
(3) |
1,469,700
|
|||||||||||
5,000
|
—
|
50.03
|
4/29/2014
|
|||||||||||
3,000
|
—
|
31.23
|
4/21/2015
|
|||||||||||
104,166
|
145,834
|
32.98
|
11/8/2016
|
|||||||||||
1,833
|
3,167
|
32.11
|
2/15/2017
|
|||||||||||
—
|
21,250
|
31.96
|
2/15/2018
|
|||||||||||
Kurt
W. Hoff
|
28,167
|
(5) |
719,949
|
|||||||||||
15,999
|
4,001
|
34.29
|
1/3/2015
|
|||||||||||
15,000
|
35,000
|
34.60
|
7/2/2017
|
|||||||||||
—
|
17,500
|
31.96
|
2/15/2018
|
|||||||||||
Jonathan
D. Ivester
|
17,186
|
(6) |
439,274
|
|||||||||||
6,000
|
—
|
1.75
|
7/20/2009
|
|||||||||||
20,000
|
—
|
48.88
|
9/20/2010
|
|||||||||||
15,000
|
—
|
22.63
|
7/18/2011
|
|||||||||||
15,000
|
—
|
24.30
|
6/13/2012
|
|||||||||||
20,000
|
—
|
38.50
|
8/18/2013
|
|||||||||||
21,666
|
3,334
|
33.17
|
8/10/2014
|
|||||||||||
9,354
|
6,236
|
36.81
|
12/19/2015
|
|||||||||||
9,166
|
15,834
|
32.11
|
2/15/2017
|
|||||||||||
—
|
21,250
|
31.96
|
2/15/2018
|
|||||||||||
Paul
V. Walsh, Jr.
|
21,668
|
(4) |
553,834
|
|||||||||||
9,832
|
168
|
50.48
|
2/2/2014
|
|||||||||||
4,917
|
2,667
|
25.07
|
5/2/2015
|
|||||||||||
—
|
10,000
|
31.96
|
2/15/2018
|
(1)
|
Options
were granted on the date ten years prior to the option expiration date and
subject to a five year vesting period, with the exception of those
expiring in the year 2018, which have a four year vesting period. Assuming
the continued service of the executive officer, the five-year option shall
vest and become exercisable in a series of installments, with 20% on the
first anniversary of the date of grant and the remaining portion in equal
monthly installments over the remaining four years. Assuming the continued
service of the executive officer, the four-year option shall vest and
become exercisable in a series of installments, with 25% on the first
anniversary of the date of grant and the remaining portion in equal
monthly installments over the remaining three
years.
|
(2)
|
Represents
60,000 RSUs granted on September 14, 2005, 16,810 RSUs granted on December
8, 2006, 10,000 RSUs granted on December 7, 2007 and 50,000 RSUs granted
on February 15, 2008. Assuming the continued service of the executive
officer, these grants shall vest 20% on each of the first five
anniversaries of the grant date, 25% on each of first four anniversaries
of the grant date, 50% on grant date and 25% on each of first two
anniversaries of grant date, and 100% on the third anniversary of the
grant date, respectively.
|
(3)
|
Represents
45,000 RSUs granted on November 8, 2006, 2,500 RSUs granted on December 7,
2007 and 10,000 RSUs granted on February 15, 2008. Assuming the continued
service of the executive officer, these grants shall vest 20% on each of
first five anniversaries of the grant date, 50% on grant date and 25% on
each of first two anniversaries of grant date, and 100% on the third
anniversary of the grant, respectively.
|
(4)
|
Represents
1,334 RSUs granted on September 12, 2005, 4,500 RSUs granted on September
12, 2005, 6,000 RSUs granted on May 22, 2006, 3,334 RSUs granted on
February 15, 2007, 1,500 RSUs granted on December 7, 2007, and 5,000 RSUs
granted on February 15, 2008. Assuming the continued service of the
executive officer, these grants shall vest 20% on each of first five
anniversaries of the grant date, 50% on each of the fourth and fifth
anniversaries of the grant date, 20% on each of first five anniversaries
of the grant date, one-third on each of the first three anniversaries of
the grant date, 50% on grant date and 25% on each of first two
anniversaries of grant date, and 100% on the third anniversary of the
grant date, respectively.
|
(5)
|
Represents
2,000 RSUs granted February 15, 2007, 16,667 RSUs granted on July 2, 2007,
1,500 RSUs granted on December 7, 2007, and 8,000 RSUs granted on February
15, 2008. Assuming the continued service of the executive officer, the
first two grants shall vest one-third on each of first three anniversaries
of the grant date, and the third grant shall vest 50% on grant date and
25% on each of first two anniversaries of grant date, and the fourth grant
shall vest 100% on the third anniversary of the grant
date.
|
(6)
|
Represents
2,286 RSUs granted on September 12, 2005, 2,495 RSUs granted on December
19, 2005, 2,530 RSUs granted on December 8, 2006, 1,875 RSUs granted on
December 7, 2007, and 8,000 RSUs granted on February 15, 2008. Assuming
the continued service of the executive officer, these grants shall vest
20% on each of first five anniversaries of the grant date, 20% on each of
first five anniversaries of the grant date, one-third on each of first
three anniversaries of the grant date, 50% on grant date and 25% on each
of first two anniversaries of grant date, and 1,000 RSUs on the first
anniversary of the grant date, 2,000 RSUs on the second anniversary of the
grant date and 5,000 RSUs on the third anniversary of the grant date,
respectively.
|
Option
Awards
|
Stock
Awards
|
||||||||||||||||
Name
|
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)
|
Number
of
Shares
Acquired
on
Vesting (#)
|
Value
Realized
on
Vesting
($)
|
||||||||||||
Necip
Sayiner
|
— | — | 48,404 | 1,262,346 | |||||||||||||
William
G. Bock
|
— | — | 17,500 | 408,748 | |||||||||||||
Kurt
W. Hoff
|
— | — | 10,833 | 344,837 | |||||||||||||
Jonathan
D. Ivester
|
18,050 | 513,498 | 6,794 | 144,413 | |||||||||||||
Paul
V. Walsh, Jr.
|
— | — | 5,833 | 173,355 |
●
|
In
the event that we are acquired, each outstanding option under the
discretionary option grant program, unless assumed or replaced by the
successor or otherwise continued in effect, will immediately become
exercisable for all the option shares, and all outstanding unvested shares
will immediately vest, except to the extent our repurchase rights with
respect to those shares are assigned to the successor or otherwise
continued in effect.
|
|
●
|
The
plan administrator has the authority under the discretionary option grant
program to provide that those options will automatically vest in full (i)
upon an acquisition of the company, whether or not those options are
assumed or replaced, or (ii) upon a hostile change in control of the
company effected through a tender offer for more than 50% of our
outstanding voting stock or by proxy contest for the election of board
members.
|
Name
|
|
Lump
Sum
Severance
|
Intrinsic
Value of
Accelerated
Equity
|
Health
Benefits
|
Total
|
||||||||||||
Necip
Sayiner
|
$ | 1,276,703 | — | $ | 16,968 | $ | 1,293,671 | ||||||||||
William
G. Bock
|
$ | 718,115 |