Cover
Cover | 12 Months Ended |
Jan. 31, 2023 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | SEMTECH CORP |
Entity Central Index Key | 0000088941 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 30, 2022 | Jan. 31, 2021 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY The following summarizes the relationship between our CEO’s, and compensation “Non-PEO Fiscal Summary Compensation Average Non-PEO Average Non-PEO Value of Initial Fixed $100 Semtech Semtech Non-GAAP (6) Semtech Philadelphia (a) (b) (c) (d) (e) (f) (g) (h) (i) 2023 1,064,219 (11,233,662 ) 2,675,024 1,017 63.12 153.08 61,372 210,665 2022 1,667,178 (1,985,990 ) 2,706,114 1,735,115 129.15 171.69 125,645 202,792 2021 1,519,953 11,763,074 1,574,886 2,455,948 135.09 135.05 59,867 139,535 (1) Mr. Maheswaran was our CEO for each of the three fiscal years included in the table above. For fiscal year 2021, our Non-PEO Non-PEO Non-PEO (2) See the Summary Compensation Table above for detail on the Summary Compensation Table total compensation for our CEO for each fiscal year covered in the table. The average compensation for the Non-PEO Non-PEO (3) For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each Non-PEO • Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year, • Plus the fiscal year-end • Plus/(less) the change in value as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for Semtech option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year, • Plus the vesting date value of Semtech option and stock awards which were granted and vested during the same covered fiscal year, • Plus/(less) the change in value as of the vesting date as compared to the value at the end of • Less, as to any Semtech option and stock awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year, • Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested Semtech stock awards (no dividends or dividend equivalents were paid or credited with respect to Semtech options or stock awards during the applicable fiscal years), • Plus, as to a Semtech option or stock award that was materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the Semtech option or stock awards held by the NEOs were materially modified during the fiscal years covered by the table). In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K The Pay Versus Performance table above reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO Non-PEO The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO. Reconciliation of Summary Compensation Table Total to Fiscal Year Fiscal Year Fiscal Year Summary Compensation Table Total 1,064,219 1,667,178 1,519,953 Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year 0 0 0 Fair Value at Fiscal Year-End 0 0 0 Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years (12,068,402 ) (3,107,724 ) 9,589,294 Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $ 0 0 0 Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (229,479 ) (545,444 ) 653,827 Fair Value as of Prior Fiscal Year-End 0 0 0 Compensation Actually Paid (11,233,662 ) (1,985,990 ) 11,763,074 The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO Non-PEO Reconciliation of Average Summary Compensation Table Total to Non-PEO Fiscal Year Fiscal Year Fiscal Year Summary Compensation Table Total 2,675,024 2,706,114 1,574,886 Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year (1,848,772 ) (1,935,989 ) (1,089,084 ) Fair Value at Fiscal Year-End 390,964 1,442,149 1,871,239 Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years (565,624 ) (290,549 ) 220,836 Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year 0 149,845 132,876 Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (207,517 ) (336,455 ) (254,805 ) Fair Value as of Prior Fiscal Year-End (443,058 ) 0 $ 0 Compensation Actually Paid 1,017 1,735,115 2,455,948 (4) Semtech TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Philadelphia Semiconductor Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the Philadelphia Semiconductor Index (“PHLX”) for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO (5) This column shows the Company’s net the Non-PEO (6) This column shows the Company’s non-GAAP non-GAAP non-GAAP Non-PEO non-GAAP | ||
Company Selected Measure Name | SemtechNon-GAAPOperatingIncome | ||
Named Executive Officers, Footnote [Text Block] | Mr. Maheswaran was our CEO for each of the three fiscal years included in the table above. For fiscal year 2021, our Non-PEO Non-PEO Non-PEO | ||
Peer Group Issuers, Footnote [Text Block] | Semtech TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Philadelphia Semiconductor Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the Philadelphia Semiconductor Index (“PHLX”) for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO | ||
PEO Total Compensation Amount | $ 1,064,219 | $ 1,667,178 | $ 1,519,953 |
PEO Actually Paid Compensation Amount | $ (11,233,662) | (1,985,990) | 11,763,074 |
Adjustment To PEO Compensation, Footnote [Text Block] | The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO. Reconciliation of Summary Compensation Table Total to Fiscal Year Fiscal Year Fiscal Year Summary Compensation Table Total 1,064,219 1,667,178 1,519,953 Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year 0 0 0 Fair Value at Fiscal Year-End 0 0 0 Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years (12,068,402 ) (3,107,724 ) 9,589,294 Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $ 0 0 0 Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (229,479 ) (545,444 ) 653,827 Fair Value as of Prior Fiscal Year-End 0 0 0 Compensation Actually Paid (11,233,662 ) (1,985,990 ) 11,763,074 | ||
Non-PEO NEO Average Total Compensation Amount | $ 2,675,024 | 2,706,114 | 1,574,886 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,017 | 1,735,115 | 2,455,948 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO Non-PEO Reconciliation of Average Summary Compensation Table Total to Non-PEO Fiscal Year Fiscal Year Fiscal Year Summary Compensation Table Total 2,675,024 2,706,114 1,574,886 Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year (1,848,772 ) (1,935,989 ) (1,089,084 ) Fair Value at Fiscal Year-End 390,964 1,442,149 1,871,239 Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years (565,624 ) (290,549 ) 220,836 Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year 0 149,845 132,876 Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (207,517 ) (336,455 ) (254,805 ) Fair Value as of Prior Fiscal Year-End (443,058 ) 0 $ 0 Compensation Actually Paid 1,017 1,735,115 2,455,948 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | (4) Semtech TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Philadelphia Semiconductor Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the Philadelphia Semiconductor Index (“PHLX”) for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO | ||
Compensation Actually Paid vs. Net Income [Text Block] | (5) This column shows the Company’s net the Non-PEO | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | (6) This column shows the Company’s non-GAAP non-GAAP non-GAAP Non-PEO non-GAAP | ||
Total Shareholder Return Vs Peer Group [Text Block] | (4) Semtech TSR represents cumulative total shareholder return on a fixed investment of $100 in the Company’s common stock for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. Philadelphia Semiconductor Index TSR represents cumulative total shareholder return on a fixed investment of $100 in the Philadelphia Semiconductor Index (“PHLX”) for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO | ||
Tabular List [Table Text Block] | Following is an unranked list of the Company’s financial performance important • Relative TSR (used to determine vesting in our Performance-Based RSUs) • Non-GAAP • Net Revenue Growth (year-over-year) (used in our CEO Bonus Plan) See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of these performance measures in our executive compensation program. In addition to the financial performance measures listed above, the Company views its stock price, upon which the value of all of the equity awards granted by the Company is dependent, as a key performance-based component of its executive compensation program in order to further align the interests of the Company’s senior management with the interests of the Company’s shareholders. | ||
Total Shareholder Return Amount | $ 63.12 | 129.15 | 135.09 |
Peer Group Total Shareholder Return Amount | 153.08 | 171.69 | 135.05 |
Net Income (Loss) | $ 61,372,000 | $ 125,645,000 | $ 59,867,000 |
Company Selected Measure Amount | 210,665,000 | 202,792,000 | 139,535,000 |
PEO Name | Mr. Maheswaran | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative TSR (used to determine vesting in our Performance-Based RSUs) | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Non-GAAP Operating Income (used in both our CEO Bonus Plan and our Executive Bonus Plan) | ||
Non-GAAP Measure Description [Text Block] | This column shows the Company’s non-GAAP non-GAAP non-GAAP Non-PEO non-GAAP | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Net Revenue Growth (year-over-year) (used in our CEO Bonus Plan) | ||
PEO [Member] | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ 0 | $ 0 |
PEO [Member] | Fair Value at Fiscal YearEnd of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (12,068,402) | (3,107,724) | 9,589,294 |
PEO [Member] | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (229,479) | (545,444) | 653,827 |
PEO [Member] | Fair Value as of Prior Fiscal YearEnd of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,848,772) | (1,935,989) | (1,089,084) |
Non-PEO NEO [Member] | Fair Value at Fiscal YearEnd of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 390,964 | 1,442,149 | 1,871,239 |
Non-PEO NEO [Member] | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (565,624) | (290,549) | 220,836 |
Non-PEO NEO [Member] | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 149,845 | 132,876 |
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (207,517) | (336,455) | (254,805) |
Non-PEO NEO [Member] | Fair Value as of Prior Fiscal YearEnd of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (443,058) | $ 0 | $ 0 |