Schedule 14A


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OUR MANAGEMENT

The following table provides information regarding our executive officers as of April 1, 2016.

 

 

 

 

 

 

 

 

Name

  

Age

 

  

Position

Narbeh Derhacobian

  

 

53

  

  

President, Chief Executive Officer and Director

Ron Shelton

  

 

54

  

  

Chief Financial Officer

Shane Hollmer

  

 

48

  

  

Vice President, Engineering

Gideon Intrater

  

 

55

  

  

Chief Technology Officer

Ishai Naveh

  

 

57

  

  

Vice President, Marketing

Tom Spade

  

 

49

  

  

Vice President, Worldwide Sales

Janet Wang

  

 

47

  

  

Vice President, Discrete Products Group

Our board of directors chooses executive officers, who then serve at the board of directors’ discretion. There is no family relationship between any of the directors or executive officers and any other director or executive officer of Adesto.

Narbeh Derhacobian co-founded our company in January 2006, and has served as our President and Chief Executive Officer and as a member of our board of directors since January 2006. For biographical information regarding Mr. Derhacobian, please refer to Proposal No. 1, “Election of Directors — Continuing Directors,” above.

Ron Shelton has served as our Chief Financial Officer since December 2011. Prior to joining our company, he served as Senior Vice President and Chief Financial Officer of GigOptix Inc., a fabless semiconductor company, from 2009 to January 2011. During the thirteen years prior to joining GigOptix, Inc., Mr. Shelton served as Chief Financial Officer sequentially at Cirrus Logic, Inc, a fabless semiconductor company, Lara Technology Inc., a network technologies company, Alliance Semiconductor Corporation, a semiconductor company, Alien Technology LLC, an RFID company, and IML, Inc., a semiconductor company. Mr. Shelton has a B.A. in economics from Stanford University.

Shane Hollmer co-founded our company in January 2006, and has served as our Vice President of Engineering since April 2007. During the fifteen years prior to founding our company, he served in engineering and engineering management roles at Advanced Micro Devices, Inc., a semiconductor company, Emosyn LLC, a fabless semiconductor company, and Monolithic Power Systems, Inc., a semiconductor company. Mr. Hollmer has a B.S. degree in electrical engineering from the University of California, Berkeley, and an M.B.A. from San Jose State University.

Gideon Intrater has served as our Chief Technology Officer since July 2015. Prior to joining our company, he served as an advisor to a number of companies including Adesto from April 2013 to September 2015. From June 1998 to August 2008 and December 2010 to February 2013, he served in a variety of capacities at MIPS Technologies, Inc., a public semiconductor IP company including most recently as Vice President of Marketing from November 2011 to 2013. Prior to rejoining MIPS in December 2010, Mr. Intrater was Vice President of Architecture for Symwave Inc., a privately-held supplier of analog/mixed signal semiconductor solutions for consumer devices from October 2008 to December 2010. From August 1987 to June 1998, Mr. Intrater held positions of increasing responsibility at National Semiconductor Corporation, including Director of the Core Technology Unit. Mr. Intrater has a BSEE degree in Electrical Engineering and a MSEE degree in Electrical Engineering from the Technion, Israel Institute of Technology, and an M.B.A. from San Jose State University.

Ishai Naveh co-founded our company in January 2006, and has served as our Vice President of Marketing and Business Development since April 2007. Prior to founding our company, he served in various roles at Tower Semiconductor Ltd., a semiconductor company, from March 1993 to September 2007, including most recently as Vice President of Marketing for Non-volatile Memories and Mixed Signal Technologies from October 2002 to

 

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September 2007. Previously, he served in various roles at National Semiconductor Corporation, a semiconductor company, from September 1984 to March 1993. Mr. Naveh has a B.Sc. degree in physics from the Hebrew University and an M.B.A. from Heriott-Watt University.

Tom Spade has served as our Vice President Worldwide Sales since December 2014. Prior to joining our company, he served as Vice President of Worldwide Sales at Audience, Inc., a semiconductor company, from August 2010 to August 2014, and at Boston-Power, Inc., a battery systems company, from August 2009 to August 2010. Prior to that, he served as Vice President of Worldwide Sales at Validity, Inc., a sensor technology company, from June 2007 to August 2009. Mr. Spade served as Vice President of Worldwide Sales at Synaptics, a mobile interface solutions company, from March 1998 to June 2007. Prior to that, he served as the Director of Sales at Alliance Semiconductor from May 1993 until March 1998. Mr. Spade has a B.A. degree in economics and management from Albion College.

Janet Wang has served as our Vice President of the Discrete Products Group since August 2012. Prior to that, Ms. Wang served as our Vice President of CBRAM Technology Development from December 2009 to August 2012. From November 2007 to December 2009, she served as our Director of Technology Development. Prior to joining our company, Ms. Wang served in managerial and engineering roles sequentially at Broadcom Corporation, a network and communications company, from 2002 to 2007, Transmeta Corporation, a fabless semiconductor company, from 2000 to 2002, Advanced Micro Devices, Inc., a semiconductor company, from 1997 to 2000, and Aerospace Corporation, an aerospace research corporation, from 1995 to 1997. Ms. Wang has a B.Sc. degree, a M.Sc. degree and a Ph.D. degree in electrical engineering from the University of California, Los Angeles.

 

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EXECUTIVE COMPENSATION

The following tables and accompanying narrative disclosure set forth information about the compensation provided to certain of our executive officers during the years ended December 31, 2015 and 2014. These executive officers, who include our principal executive officer and the two most highly-compensated executive officers (other than our principal executive officer) who were serving as executive officers at the end of the fiscal year ended December 31, 2015, were

 

 



 

Narbeh Derhacobian, our President, Chief Executive Officer and Director (our “CEO”);

 

 



 

Ron Shelton, our Chief Financial Officer (our “CFO”); and

 

 



 

Ishai Naveh, our Vice President, Marketing.

We refer to these individuals as our “named executive officers.”

Executive Compensation Tables

Summary Compensation Table

The following table provides information regarding the total compensation for services rendered in all capacities that was earned by our named executive officers during the years ended December 31, 2015 and 2014. Mr. Naveh was not a named executive officer during the year ended December 31, 2014 and therefore his compensation for such year is not presented in the table below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Principal Position

  

Year

 

  

Salary

 

  

Bonus(1)

 

  

Option

Awards (2)

 

  

Stock

Awards (3)

 

  

All Other

Compensation

 

  

Total(4)

 

Narbeh Derhacobian

  

 

2015

  

  

$

303,807

  

  

$

2,033

  

  

$

10,564

  

  

$

1,471,5001

  

  

$

—  

  

  

$

1,787,904

  

President and Chief Executive Officer

  

 

2014

  

  

 

297,375

  

  

 

1,766

  

  

 

19,466

  

  

 

—  

  

  

 

—  

  

  

 

318,607

  

 

 

 

 

 

 

 

 

Ron Shelton

  

 

2015

  

  

 

272,921

  

  

 

—  

  

  

 

31,019

  

  

 

507,868

  

  

 

—  

  

  

 

811,808

  

Chief Financial Officer

  

 

2014

  

  

 

272,594

  

  

 

—  

  

  

 

82,002

  

  

 

—  

  

  

 

—  

  

  

 

354,596

  

 

 

 

 

 

 

 

 

Ishai Naveh

  

 

2015

  

  

 

246,952

  

  

 

800

  

  

 

10,463

  

  

 

552,321

  

  

 

—  

  

  

 

810,536

  

Vice President, Marketing

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

(1)

Represents cash bonuses under our Patent Award Plan which rewards employees for invention of patentable ideas approved by the Patent Award Committee.

(2)

The amounts reported in this column represent the aggregate grant date fair value of stock options granted to our named executive officers during the years ended December 31, 2014 and 2015 as computed in accordance with Accounting Standards Codification Topic 718. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our named executive officers from the stock options.

(3)

The amounts reported in this column represent the aggregate grant date fair value of restricted stock units granted to our named executive officers during the years ended December 31, 2014 and 2015 as computed in accordance with Accounting Standards Codification Topic 718. The amounts reported in this column reflect the accounting cost for these restricted stock units, and do not correspond to the actual economic value that may be received by our named executive officers from the restricted stock units. Includes grant date fair value of $1,471,500, $507,868 and $552,321 for Messrs. Derhacobian, Shelton and Naveh, respectively, in connection with company-wide awards made in October 2015 to address the dilution of our employees’ and certain non-employee directors’ equity interests in our company as a result of the conversion of the Series E convertible preferred stock in connection with our initial public offering.

(4)

The amounts in this column represent the sum of the compensation amounts reflected in the other columns of this table.

 

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2015 Salary and Incentive Bonus

In August 2015, we approved increases to the base salary levels for Mr. Derhacobian, Mr. Shelton and Mr. Naveh to $360,000, $300,000 and $275,000 per year, respectively, and to their cash bonus percentages to 35%, 35% and 25% of their annual base salaries, respectively, with all such increases to take effect upon the closing of our initial public offering.

2015 Equity Awards

In April 2015, we granted Mr. Derhacobian a stock option to purchase 4,545 shares of common stock, Mr. Shelton a stock option to purchase 13,636 shares of common stock and Mr. Naveh a stock option to purchase 4,545 shares of common stock, each at an exercise price of $3.30 per share. Each of these stock options vests as to 1/24 of the underlying shares each month over two years. In April 2015, we also granted Mr. Derhacobian a stock option to purchase 50 shares of common stock and Mr. Naveh a stock option to purchase 30 shares of common stock, each at an exercise price of $3.30 per share. Each of these stock options is fully vested. In addition, in September 2015, we granted Mr. Derhacobian a stock option to purchase 30 shares of common stock and Mr. Ishai a stock option to purchase 15 shares of common stock, each at an exercise price of $10.00 per share.

In addition, to address the dilution of our employees’ and certain non-employee directors’ equity interests in our company as a result of the conversion of the Series E convertible preferred stock in connection with our initial public offering, in October 2015, we granted Mr. Derhacobian, Mr. Shelton and Mr. Naveh of 249,311, 85,356 and 92,827 restricted stock units, respectively. Each of these restricted stock units vests over two years, with one-half of the underlying shares vesting one-year after the grant date and one-eighth of the underlying shares vesting at the end of each three-month period thereafter. In addition, in the event of a change in control, all unvested shares subject to each award will vest in full.

 

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