Microchip Technology Inc. Executive Compensation Filing

Ticker: MCHPP · Form: DEF 14A · Filed: Jul 8, 2024 · CIK: 827054

Microchip Technology Inc DEF 14A Filing Summary
FieldDetail
CompanyMicrochip Technology Inc (MCHPP)
Form TypeDEF 14A
Filed DateJul 8, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$1.89 billion, $1.68, $7.63 Billion, $7.634 billion, $2.571 billion
Sentimentneutral

Sentiment: neutral

Topics: executive-compensation, proxy-statement, annual-filing

Related Tickers: MCHP

TL;DR

Microchip's DEF 14A is out, showing exec pay details for FY24. Ganesh Moorthy's equity awards are listed.

AI Summary

Microchip Technology Inc. filed its DEF 14A on July 8, 2024, detailing executive compensation for the fiscal year ending March 31, 2024. The filing includes information on equity awards granted to executive officers such as Ganesh Moorthy, with reported fair values for awards granted during the 2023-2024 fiscal year.

Why It Matters

This filing provides transparency into how Microchip Technology Inc. compensates its top executives, which can influence investor perception and corporate governance.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) providing information on executive compensation and corporate governance, with no immediate material financial events indicated.

Key Numbers

  • 20240331 — Fiscal Year End (Reporting period for executive compensation)
  • 20240708 — Filing Date (Date the DEF 14A was submitted to the SEC)

Key Players & Entities

  • MICROCHIP TECHNOLOGY INC (company) — Filer
  • Ganesh Moorthy (person) — Executive Officer
  • Steve Sanghi (person) — Executive Officer

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, including the election of directors and executive compensation.

Who is Ganesh Moorthy and what is his role at Microchip Technology Inc.?

Ganesh Moorthy is listed as a Member (likely an executive officer) in the filing, and the context suggests his compensation, including equity awards, is detailed.

What fiscal year does this filing primarily cover?

This filing primarily covers the fiscal year ending March 31, 2024.

What type of compensation is specifically mentioned for executives like Ganesh Moorthy?

The filing mentions 'GrantDateFairValueOfEquityAwardsReportedInSummaryCompensationTableMember', indicating that the fair value of equity awards granted on the grant date is a key component of reported compensation.

What is the standard industrial classification for Microchip Technology Inc.?

The standard industrial classification for Microchip Technology Inc. is 'SEMICONDUCTORS & RELATED DEVICES [3674]'.

Filing Stats: 4,394 words · 18 min read · ~15 pages · Grade level 15.4 · Accepted 2024-07-08 14:49:47

Key Financial Figures

  • $1.89 billion — creased our total cash return by 15% to $1.89 billion and raised our annual dividend by 33.2%
  • $1.68 — ur annual dividend by 33.2% to a record $1.68 per share. Microchip's strong financial
  • $7.63 Billion — ts MICROCHIP TECHNOLOGY AT A GLANCE $7.63 Billion Net Sales in Fiscal Year 2024 22,300
  • $7.634 billion — CAL YEAR 2024 FINANCIALS AT A GLANCE* $7.634 billion Net Sales 65.4% GAAP Gross Profit P
  • $2.571 billion — .8% Non-GAAP Gross Profit Percentage $2.571 billion GAAP Operating Income $3.349 billion
  • $3.349 billion — $2.571 billion GAAP Operating Income $3.349 billion Non-GAAP Operating Income 33.7% GAA
  • $1.907 billion — Income as a Percentage of Net Sales $1.907 billion GAAP Net Income $2.698 billion Non-G
  • $2.698 billion — ales $1.907 billion GAAP Net Income $2.698 billion Non-GAAP Net Income $3.48 GAAP Dilu
  • $3.48 — $2.698 billion Non-GAAP Net Income $3.48 GAAP Diluted Net Income Per Common Sha
  • $4.92 — AP Diluted Net Income Per Common Share $4.92 Non-GAAP Diluted Net Income Per Common
  • $10.5 billion — To date, we have returned approximately $10.5 billion to our stockholders in the form of cash
  • $1.64 billion — billion to our stockholders compared to $1.64 billion in fiscal 2023. $6.7 billion $3.8 b
  • $6.7 billion — ared to $1.64 billion in fiscal 2023. $6.7 billion $3.8 billion Dividends Paid Share B
  • $3.8 billion — illion in fiscal 2023. $6.7 billion $3.8 billion Dividends Paid Share Buybacks (1) I

Filing Documents

Executive Compensation Policy and Objectives

Executive Compensation Policy and Objectives 13 The Board of Directors 48 Named Executive Officers 13 Corporate Governance Guidelines 49

Executive Compensation Process

Executive Compensation Process 14 Meetings of the Board 50 Elements of Compensation 14 Board Leadership Structure 54 Stock Ownership Guidelines 15 Lead Independent Director 54 Other Compensation and Employee Benefits 15 Board Oversight of Risk Management 55 Non-Qualified Deferred Compensation Plan 15 Nominating, Governance, and Sustainability Committee's Oversight of Sustainability Matters 55 Employment Contracts, Termination of Employment and Change of Control Arrangements 17 Human Capital, Culture and Diversity 58 Tax Deductibility 19 Audit Committee Oversight of Information Security 58 Conclusion 19 Communications From Stockholders 58 Compensation Committee Report on Executive Compensation 19 Committees of the Board 60 CEO Pay Ratio Disclosure 21 Report of Audit Committee 61 Pay Versus Performance Disclosure 22 Director Compensation 65 Compensation of Named Executive Officers 23 Certain Transactions 65 Summary Compensation Table 23 Delinquent Section 16(A) Reports 67 Grants of Plan-Based Awards 24 Proposal One - Election of Directors 70 Outstanding Equity Awards 29 Proposal Two - Approval of Amended and Restated 2004 Equity Incentive Plan 77 Stock Vested 37 Proposal Three - Ratification of Appointment of Independent Registered Public Accounting Firm 77 Non-Qualified Deferred Compensation 39 Proposal Four - Approval of Executive Compensation 79 Equity Compensation Plan Information 41 Proposal Five - Stockholder Proposal 80 Code of Business Conduct and Ethics 45

Security Ownership of Principal Stockholders, Directors and Executive Officers

Security Ownership of Principal Stockholders, Directors and Executive Officers 80 Other Matters 47

Executive Compensation - Compensation Discussion and Analysis

Executive Compensation - Compensation Discussion and Analysis 82 Appendix A - Non GAAP Financial Measures 47 Overview of the Compensation Program 84 Appendix B - 2004 Equity Incentive Plan 2024 Proxy Statement 9 Table of Contents MICROCHIP TECHNOLOGY INCORPORATED 2355 West Chandler Boulevard Chandler, Arizona 85224-6199 PROXY STATEMENT You are cordially invited to attend our annual meeting on Tuesday, August 20, 2024, beginning at 9:00 a.m., Mountain Standard Time / Pacific Daylight Time. The annual meeting will be held at our Chandler facility located at 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199. Stockholders may attend the meeting in person or virtually by visiting https://www.microchip.com/en-us/about/investors. We are providing these proxy materials in connection with the solicitation by the Board of Directors (the "Board") of Microchip Technology Incorporated ("Microchip") of proxies to be voted at Microchip's 2024 Annual Meeting of Stockholders and at any adjournment(s) or postponement(s) thereof. Our fiscal year begins on April 1 and ends on March 31. References in this proxy statement to fiscal 2024 refer to the 12-month period from April 1, 2023 through March 31, 2024; references to fiscal 2023 refer to the 12-month period from April 1, 2022 through March 31, 2023; and references to fiscal 2022 refer to the 12-month period from April 1, 2021 through March 31, 2022. We anticipate first mailing the Notice on July 8, 2024 to holders of record of Microchip's common stock at the close of business on June 21, 2024 (the "Record Date"). Our principal executive offices are located at 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199. PROXIES AND VOTING PROCEDURES YOUR VOTE IS IMPORTANT . Stockholders may have a choice of voting over the internet, by using a toll-free telephone number or by completing a proxy card and mailing it in the postage-paid envelope provided, if applicable. Please refer to the Notice, yo

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