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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant  ý                            Filed by a Party other than the Registrant  ¨
Check the appropriate box:
¨
 
Preliminary Proxy Statement
¨
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý
 
Definitive Proxy Statement
¨
 
Definitive Additional Materials
¨
 
Soliciting Material under Rule 14a-12
Xilinx, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý
 
No fee required
¨
 
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:
¨
 
Fee paid previously with preliminary materials.
¨
 
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:
 


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June 30, 2017
Dear Xilinx Stockholder:
You are cordially invited to attend the 2017 Annual Meeting of Stockholders to be held on Wednesday, August 9, 2017 at 11:00 a.m., Pacific Daylight Time, at the headquarters of Xilinx, Inc. (Xilinx, the Company, we or our) located at 2050 Logic Drive, San Jose, California 95124. We look forward to your attendance either in person or by proxy. At this meeting, the agenda includes:
the annual election of directors;
a proposal to amend our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 2,000,000 shares;
a proposal to amend our 2007 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 1,900,000 shares;
an advisory vote on the frequency of the advisory vote on executive compensation;
an advisory vote on executive compensation as described in the attached proxy statement; and
a proposal to ratify the appointment of the Company's external auditors, Ernst & Young LLP.
The agenda will also include any other business that may properly come before the meeting or any adjournment or postponement of the meeting. The Board of Directors recommends that you vote FOR the election of each of the director nominees; FOR the amendment of our 1990 Employee Qualified Stock Purchase Plan to increase the share reserve; FOR the amendment to our 2007 Equity Incentive Plan to increase the share reserve; FOR "1 YEAR" regarding the frequency of the advisory vote on executive compensation; FOR the approval of the compensation of our named executive officers; and FOR the ratification of the appointment of Ernst & Young LLP to serve as the Company's external auditors for the fiscal year ending March 31, 2018. Please refer to the proxy statement for detailed information on each of the proposals.
The 2017 Annual Meeting will be held solely to tabulate the votes cast and report the results of voting on the matters described in the attached proxy statement and any other business that may properly come before the meeting. Certain senior executives of Xilinx will be in attendance to answer questions following the Annual Meeting; however, there will be no formal presentation concerning the business of Xilinx.
Whether or not you plan to attend, please take a few minutes now to vote online or via telephone or, alternatively, request a paper proxy card and mark, sign and date your proxy and return it by mail so that your shares will be represented.
Thank you for your continuing interest in Xilinx.
Very truly yours,
 
/s/ Moshe N. Gavrielov
Moshe N. Gavrielov
President and Chief Executive Officer
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO VOTE YOUR PROXY ONLINE OR BY TELEPHONE, OR, IN THE ALTERNATIVE, REQUEST, COMPLETE AND MAIL IN A PAPER PROXY CARD.


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XILINX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, August 9, 2017

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Xilinx, Inc., a Delaware corporation (Xilinx, the Company, we or our), will be held on Wednesday, August 9, 2017 at 11:00 a.m., Pacific Daylight Time, at the Company's headquarters located at 2050 Logic Drive, San Jose, California 95124. The items of business are:

1.
Election of the following nine nominees for director to serve on the Board of Directors for the ensuing year or until their successors are duly elected and qualified: Dennis Segers, Moshe N. Gavrielov, Saar Gillai, Ronald S. Jankov, Thomas H. Lee, J. Michael Patterson, Albert A. Pimentel, Marshall C. Turner, and Elizabeth W. Vanderslice;
2.
Approval of an amendment to our 1990 Employee Qualified Stock Purchase Plan that increases the number of shares reserved for issuance under the Plan by 2,000,000 shares;
3.
Approval of an amendment to our 2007 Equity Incentive Plan that increases the number of shares reserved for issuance under the Plan by 1,900,000 shares;
4.
Advisory vote on the frequency of the advisory vote on executive compensation;
5.
Advisory vote on executive compensation as described in the attached proxy statement;
6.
Ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as external auditors of Xilinx for the fiscal year ending March 31, 2018; and
7.
Transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this notice. Only stockholders of record at the close of business on June 12, 2017, are entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to attend the meeting in person. Certain senior executives of Xilinx will be in attendance to answer questions following the Annual Meeting; however, there will be no formal presentation concerning the business of Xilinx.

In order to ensure your representation at the meeting, you are urged to vote as soon as possible. You may vote your shares in one of the following ways: (1) via the internet, by visiting the website shown on the Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 9, 2017 (Internet Notice) or proxy card and following the instructions; (2) telephonically by calling the telephone number shown in the Internet Notice or proxy card; (3) by voting in person at the Annual Meeting; or (4) by requesting, completing and mailing in a paper proxy card, as outlined in the Internet Notice. If you have internet access, we encourage you to record your vote on the internet.
 
FOR THE BOARD OF DIRECTORS
 
/s/ Scott R. Hover-Smoot
Scott R. Hover-Smoot
Secretary
San Jose, California
June 30, 2017

THIS PROXY STATEMENT AND THE ACCOMPANYING PROXY ARE BEING PROVIDED ON OR ABOUT JUNE 30, 2017 IN CONNECTION WITH THE SOLICITATION OF PROXIES ON BEHALF OF THE BOARD OF DIRECTORS OF XILINX, INC. IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO VOTE YOUR PROXY ONLINE OR BY TELEPHONE, OR, IN THE ALTERNATIVE, REQUEST, COMPLETE AND MAIL IN A PAPER PROXY CARD.


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XILINX, INC.
TABLE OF CONTENTS
FOR THE
2017 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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XILINX, INC.
TABLE OF CONTENTS
FOR THE
2017 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
  
 
  
  
 
 


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XILINX, INC.

PROXY STATEMENT FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS

ABOUT THE ANNUAL MEETING
Q: Who is soliciting my vote?
A:
The Board of Directors of Xilinx, Inc., a Delaware corporation (Board), is soliciting your vote at the 2017 Annual Meeting of Stockholders (Annual Meeting). Xilinx, Inc. is referred to in this proxy statement as Xilinx, the Company, we, us, or our.
Q: When is the Annual Meeting?
A:
The Annual Meeting will take place on August 9, 2017, at 11:00 a.m., Pacific Daylight Time.
Q: Where will the Annual Meeting be held?
A:
The Annual Meeting, including any adjournment or postponement of the meeting, will be held at our corporate headquarters located at 2050 Logic Drive, San Jose, California 95124.
Q: How do I gain admittance to the Annual Meeting?
A:
Each stockholder must present valid picture identification such as a driver's license or passport and proof of stock ownership as of the record date for entrance to the Annual Meeting.
Q: What proposals are being presented for my vote?
A:
You will be asked to vote on:
1.
the election of the following nine nominees to serve as a director on the Board for the ensuing year: Dennis Segers, Moshe N. Gavrielov, Saar Gillai, Ronald S. Jankov, Thomas H. Lee, J. Michael Patterson, Albert A. Pimentel, Marshall C. Turner, and Elizabeth W. Vanderslice;
2.
a proposal to amend our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance under the Plan by 2,000,000 shares;
3.
a proposal to amend our 2007 Equity Incentive Plan (2007 Equity Plan) to increase the number of shares reserved for issuance under the Plan by 1,900,000 shares;
4.
an advisory vote on the frequency of the advisory vote on executive compensation;
5.
an advisory vote on the compensation for our named executive officers;
6.
the ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, to serve as external auditors of Xilinx for the fiscal year ending March 31, 2018; and
7.
any other business that may properly come before the Annual Meeting.
Q: What are the Board's recommendations?
A: The Board recommends that you vote your shares:
FOR each of the Board's nine nominees for director, who are Dennis Segers, Moshe N. Gavrielov, Saar Gillai, Ronald S. Jankov, Thomas H. Lee, J. Michael Patterson, Albert A. Pimentel, Marshall C. Turner, and Elizabeth W. Vanderslice;
FOR the amendment to our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance under the Plan by 2,000,000 shares;
FOR the amendment to our 2007 Equity Plan to increase the number of shares reserved for issuance under the Plan by 1,900,000 shares;
FOR "1 YEAR" regarding the frequency of the advisory vote on executive compensation;
FOR the advisory vote on the compensation for our named executive officers; and
FOR the ratification of the appointment of Ernst & Young LLP as our independent public accounting firm for the fiscal year ending March 31, 2018.

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Q: What is the quorum requirement for the Annual Meeting?
A:
The required quorum to transact business at the Annual Meeting is a majority of the shares of our common stock outstanding on the record date. Shares of common stock entitled to vote and represented at the Annual Meeting by proxy or in person, as well as shares represented by abstentions and broker non-votes, will be counted towards the quorum. If there is a quorum, the stockholders present at the Annual Meeting may continue to do business, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If there is no quorum, a majority of the votes present at the meeting may adjourn the Annual Meeting to another date.
Q: What is the record date?
A:
The record date for determining shares outstanding and eligible to vote at the Annual Meeting is June 12, 2017.
Q: How many shares are outstanding?
A:
As of the close of business on May 9, 2017, there were 248,073,425 shares of our common stock outstanding and the closing price of our common stock, as reported by the NASDAQ Global Select Market (NASDAQ), was $64.69 per share.
ABOUT PROXY MATERIALS AND VOTING
Q: Why did I receive a one-page notice in the mail regarding internet availability of proxy materials instead of a full set of proxy materials?
A:
Instead of mailing a printed copy of our proxy materials to stockholders and as permitted by rules of the Securities and Exchange Commission (SEC), we mailed an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 9, 2017 (Internet Notice) to most of our stockholders to instruct you on how to access and review our proxy materials on the internet. We believe that it is in the best interests of our stockholders to take advantage of these rules and reduce the expenses associated with printing and mailing proxy materials to all of our stockholders. In addition, as a corporate citizen, we want to reduce the use of natural resources and the environmental impact of printing and mailing the proxy materials. As a result, you will not receive paper copies of the proxy materials unless you specifically request them.
The Internet Notice provides instructions on how you can: (1) access the proxy materials on the internet, (2) access your proxy, and (3) vote on the internet. If you would like to receive paper copies of the proxy materials, please follow the instructions on the Internet Notice. If you share an address with another stockholder and received only one Internet Notice, you may write or call us to request a separate copy of the proxy materials at no cost to you. We anticipate that the Internet Notice will be mailed on or about June 30, 2017 to all stockholders entitled to vote at the meeting.
Q: How many copies of the proxy materials will be delivered to stockholders sharing the same address?
A:
Stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Internet Notice unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. We adopted this "householding" practice, which is approved by the SEC, in an effort to conserve natural resources and reduce printing costs and postage fees.
If you share an address with another stockholder and received only one Internet Notice and would like to request a copy of the proxy materials, please send your request to: Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124, Attn: Investor Relations; call Investor Relations at (408) 879-6911; or visit the Company's website at www.investor.xilinx.com. We will deliver a separate copy of these materials promptly upon receipt of your written or verbal request. Similarly, you may also contact us if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.
Q: How do I vote?
A: The way in which you may vote by proxy depends on how you hold your shares.
If your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you hold your shares directly and are a registered stockholder or a stockholder of record. In this case, you may vote by proxy in one of three ways:
Vote by telephone (instructions are on the Internet Notice and proxy card);
Vote over the internet (instructions are on the Internet Notice and proxy card); or
Fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage pre-paid envelope. You may request a proxy card as outlined in the Internet Notice.

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If you hold your Xilinx stock through a brokerage firm, bank, broker-dealer, trust or other similar organization (that is, in street name), you are a beneficial owner of your shares and should have received an Internet Notice from the broker or other nominee holding your shares. You should follow the instructions in the Internet Notice or voting instructions provided by your broker or nominee in order to instruct your broker or other nominee on how to vote your shares. The availability of telephone and internet voting will depend on the voting process of the broker or nominee.
Regardless how you hold your Xilinx stock, you may vote in person at the Annual Meeting; however, if you hold your Xilinx stock in street name, i.e., through a brokerage firm, bank, broker-dealer, trust or other similar organization, you must obtain a legal proxy from your broker or nominee and bring that proxy to the Annual Meeting.
Q: How many votes do I have?
A:
You have one vote for every share of Xilinx common stock you owned as of the close of business on the record date, which is June 12, 2017.
Q: Who will count my votes?
A:
The inspector of elections appointed for the Annual Meeting will separately count "FOR" and "AGAINST" votes, abstentions, and broker non-votes.
Q: How will my shares be voted and what happens if I do not give specific voting instructions?
A:
Shares of common stock for which proxy cards are properly voted via the internet or by telephone or are properly executed and returned, will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted "FOR" the election of each of the nominees to the Board named herein, "FOR" the amendment to the 1990 Employee Qualified Stock Purchase Plan that increases the number of shares reserved for issuance under the Plan by 2,000,000 shares, "FOR" the amendment to the 2007 Equity Plan that increases the number of shares reserved for issuance under the Plan by 1,900,000 shares, FOR "1 YEAR" regarding the frequency of the advisory vote on executive compensation, "FOR" the approval of the advisory vote on compensation of our named executive officers, and "FOR" the ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the Company's external auditors for fiscal year 2018. It is not expected that any other matters will be brought before the Annual Meeting. If, however, other matters are properly presented, the persons named as proxies on the proxy card will vote in accordance with their discretion with respect to such matters.
Any stockholder entitled to vote on any matter may vote a portion of their shares in favor of the proposal and refrain from voting the remaining shares or, except when the matter is the election of directors, may vote the remaining shares against the proposal; but, if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively, it will be conclusively presumed that the stockholder's approving vote is with respect to all shares that the stockholder is entitled to vote.
Q: Which ballot measures are considered "non-routine" or "routine"?
A:
Brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on "routine" matters but have no discretion to vote them on "non-routine matters." Therefore, if you hold your shares through a broker or nominee, it is critical that you cast your vote if you want it to count for "non-routine" matters.
Proposal One (election of directors), Proposal Two (amendment to the 1990 Employee Qualified Stock Purchase Plan), Proposal Three (amendment to the 2007 Equity Plan), Proposal Four (advisory vote on the frequency of the advisory vote on executive compensation), and Proposal Five (advisory vote on executive compensation) are "non-routine" matters. If you hold your shares through a broker or nominee and you do not instruct your bank or broker how to vote on "non-routine" matters, such as Proposals One, Two, Three, Four, or Five, no votes will be cast on your behalf.
Proposal Six (ratification of external auditors) is a "routine" matter. Brokers or nominees may generally vote on "routine" matters, and therefore no broker non-votes are expected in connection with Proposal Six.
Q: What is the effect of a "broker non-vote"?
A:
A "broker non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions. Broker non-votes have no effect and will not be counted towards the vote total for any non-routine proposal.

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Q: How are abstentions treated?
A:
Abstentions are treated as represented and entitled to vote for purposes of determining a quorum, and have the same effect on the outcome of a matter being voted on at the Annual Meeting as a vote "Against" or "Withheld," except in elections of directors where abstentions have no effect on the outcome.
Q: How many votes are needed to approve each proposal?
A:
The following table sets forth the voting requirement with respect to each of the proposals:
PROPOSAL
 
VOTE REQUIRED
 
BROKER
DISCRETIONARY
VOTE ALLOWED
Proposal One:
Election of nine directors
 
Majority of votes cast, except in contested elections, directors will be elected by the plurality standard whereby those directors with the highest number of votes cast are elected
 
No
 
 
 
 
Proposal Two:
Approval of amendment to the 1990 Employee Qualified Stock Purchase Plan
 
Majority of shares entitled to vote and present in person or represented by proxy
 
No
 
 
 
 
 
 
Proposal Three:
Approval of amendment of the 2007 Equity Plan
 
Majority of shares entitled to vote and present in person or represented by proxy
 
No
 
 
 
 
 
 
Proposal Four:
Advisory vote on the frequency of the advisory vote on compensation executive officers
 
Advisory vote; Majority of shares entitled to vote and present in person or represented by proxy
 
No
 
 
 
 
 
 
Proposal Five:
Annual advisory vote to approve the compensation of our named executive officers
 
Advisory vote; Majority of shares entitled to vote and present in person or represented by proxy
 
No
 
 
 
 
 
 
Proposal Six:
The ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2018
 
Majority of shares entitled to vote and present in person or represented by proxy
 
Yes
In the absence of instructions, shares of common stock represented by valid proxies shall be voted in accordance with the recommendations of the Board as shown on the proxy.
Q: What is the advisory vote to approve the compensation of our named executive officers?
A:
The non-binding advisory vote on the compensation of our named executive officers in Proposal Five will provide us insight into our stockholders' views on our compensation practices pertaining to our named executive officers.
Q: How can I change my vote or revoke my proxy?
A:
A stockholder of record giving a proxy may revoke it at any time before it is voted by delivering to the Secretary of the Company at 2100 Logic Drive, San Jose, California 95124, a written notice of revocation or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, be sufficient to revoke a proxy. Any beneficial stockholder wishing to revoke his or her voting instructions must contact the bank, brokerage firm or other custodian who holds his or her shares and obtain a legal proxy from such bank or brokerage firm to vote such shares in person at the Annual Meeting.
Q: How much did this proxy solicitation cost and who will pay for the cost?
A:
We have retained the services of Alliance Advisors, LLC to assist in obtaining proxies from brokers and nominees of stockholders for the Annual Meeting. We will pay the cost of these solicitation services, which is estimated to be approximately $9,500 plus out-of-pocket expenses. We will also pay brokers or other persons holding stock in their names or the names of their nominees for costs to forward soliciting materials to their principals. In addition, we pay the cost of preparing, assembling, and delivering the notice of Annual Meeting, proxy statement and form of proxy. Proxies may also be solicited in person, by telephone or electronically by Xilinx personnel who will not receive any additional compensation for such solicitation.

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Q: May I nominate a director for inclusion in next year's proxy?
A:
On March 31, 2017, the Board approved amendments to our Bylaws to permit stockholders to make use of proxy access to nominate director candidates, subject to all the requirements set forth in our Bylaws, a summary of which appears below. In order to nominate a director candidate, the stockholder must hold at least 3% of our voting shares continuously for three years at the time the nomination is received by us and the stockholder must continue to hold those shares through the date of the annual meeting. A group of up to 20 stockholders, each of whom meets the requirements of the Bylaws, may combine to reach the 3% ownership threshold. Eligible stockholders who meet the proxy access requirements set forth in our Bylaws may nominate up to the greater of two candidates or 20% of the directors in office as of the last date on which a nomination may be received by us. Such nominations must be received by our corporate secretary at our principal executive offices not less than 120 days or more than 150 days prior to the anniversary date of when we first distributed our proxy statement to stockholders for the immediately preceding annual meeting of stockholders. To be considered timely for next year, proxy access proposals would need to be received by our corporate secretary no earlier than January 31, 2018 and no later than March 2, 2018.
Q: How and when may I submit proposals for consideration at next year's Annual Meeting of Stockholders?
A:
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act), to be eligible for inclusion in the proxy statement for our 2018 Annual Meeting of Stockholders, stockholder proposals must be received by the Secretary of the Company at our principal executive offices at 2100 Logic Drive, San Jose, California, 95124 no later than March 2, 2018. In order for stockholder proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received by the Secretary of the Company at our principal executive offices no later than May 16, 2018. In addition, the Company's Prior Notice For Inclusion on Agenda Bylaw provision requires that stockholder proposals made outside of Rule 14a-8 under the Exchange Act must be submitted in accordance with the requirements of the Company's Bylaws, not later than April 12, 2018, and not earlier than March 13, 2018; provided however, that if our 2018 Annual Meeting of Stockholders is called for a date that is not within 25 days before or after the anniversary of the Annual Meeting, then to be considered timely, stockholder proposals must be received by the Secretary of the Company at our principal executive offices not later than the close of business on the tenth day following the day on which notice of our 2018 Annual Meeting of Stockholders was mailed or publicly disclosed, whichever occurs first. The full text of the Company's Prior Notice for Inclusion on Agenda Bylaw provision described above may be obtained by writing to the Secretary of the Company.

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DIRECTORS AND CORPORATE GOVERNANCE
Board Leadership
The Company's Board of Directors currently consists of nine individuals who are elected at each annual meeting and hold office until the next annual meeting of stockholders or until his or her successor has been elected and qualified.

The Board seeks to have members with a variety of background and experiences. Set forth below are the names and a brief description of the experience, qualifications, attributes or skills of each of our directors that led the Board to conclude that the director should be on the Board. There are no family relationships among any of our directors or executive officers. Each of the following is a nominee for reelection at the Annual Meeting.
Name of Director
 
Age
 
Director
Since
Dennis Segers (Chairman)
 
64
 
2015
Moshe N. Gavrielov
 
63
 
2008
Saar Gillai
 
51
 
2016
Ronald S. Jankov
 
58
 
2016
Thomas H. Lee
 
57
 
2016
J. Michael Patterson
 
71
 
2005
Albert A. Pimentel
 
62
 
2010
Marshall C. Turner
 
75
 
2007
Elizabeth W. Vanderslice
 
53
 
2000

Mr. Segers joined the Company's Board in October 2015 and was named Chairman of the Board in November 2015. He works as a technology consultant and strategy advisor to companies in a variety of high tech markets. Mr. Segers currently also serves on the board of Parade Technologies, Ltd., a public fabless semiconductor company. Previously, he was CEO of Tabula, Inc., an innovative programmable logic solutions provider, delivering breakthrough capabilities for challenging systems applications. Prior to Tabula, he served as president, CEO, and director of Matrix Semiconductor, a pioneer of three-dimensional integrated circuits, a first in the history of semiconductor technology. At Matrix, Mr. Segers oversaw the transition of the company from the early technology feasibility phase to high volume production, culminating in the acquisition of the company by SanDisk in January 2006. From 1994 through 2001, Mr. Segers was an employee of Xilinx, serving in a variety of leadership roles including Senior Vice President and General Manager of the FPGA product groups.

Mr. Segers has extensive experience serving in executive management and on boards of directors of companies in the semiconductor industry. As a result of his experience, Mr. Segers is able to provide important strategic perspectives on the semiconductor industry and issues facing semiconductor companies.

Mr. Gavrielov joined the Company in January 2008 as President and CEO and was appointed to the Board in February 2008. Prior to joining the Company, Mr. Gavrielov served at Cadence Design Systems, Inc., an electronic design automation company, as Executive Vice President and General Manager of the Verification Division from April 2005 through November 2007. Mr. Gavrielov served as CEO of Verisity Ltd., an electronic design automation company, from March 1998 to April 2005 before its acquisition by Cadence Design Systems, Inc. Prior to joining Verisity, Mr. Gavrielov spent nearly 10 years at LSI Corporation (formerly LSI Logic Corporation), a semiconductor manufacturer, in a variety of executive management positions, including Executive Vice President of the Products Group, Senior Vice President and General Manager of International Marketing and Sales and Senior Vice President and General Manager of LSI Logic Europe plc. Additionally, Mr. Gavrielov held various engineering and engineering management positions at Digital Equipment Corporation and National Semiconductor Corporation.

With extensive experience in executive management and engineering with semiconductor and software companies, Mr. Gavrielov understands the Company and its competitors, customers, operations and key business drivers. From this experience, Mr. Gavrielov has developed a broad array of skills, particularly in the areas of building and developing semiconductor and software businesses, and providing leadership and a clear vision to the Company's employees. As the CEO of the Company, Mr. Gavrielov also brings his strategic vision for the Company to the Board and creates a critical link between the management and the Board, enabling the Board to perform its oversight function with the benefit of management's perspective on the business.

Mr. Gillai joined the Company's Board in May 2016.  He has over 25 years' experience in the technology sector, and currently advises startups focused on the communications and enterprise space. From September 2015 until November 2016, he served as Senior Vice President and General Manager of Hewlett-Packard Enterprise's Communications Solutions Business.  From October

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2012 until September 2015, Mr. Gillai served as Senior Vice President, General Manager and Chief Operating Officer of Hewlett-Packard's (HP) Cloud business. From May 2010 until October 2012, Mr. Gillai served as Vice President, Advanced Technology Group and Chief Technology Officer of HP Networking.  Prior to HP, Mr. Gillai was Senior Vice President of Worldwide Products and Solutions for 3Com Corporation, which was acquired by HP in 2010.  Mr. Gillai also has held senior management positions in engineering with Tropos Networks Inc., a provider of wireless mesh products and senior management positions in product development and operations with Enfora, Inc., a wireless machine-to-machine (M2M) company.  In addition, Mr. Gillai served for seven years in a variety of leadership positions with Cisco Systems, Inc., including as Vice President of Engineering for Cisco's Wireless Networking business unit.
 
Mr. Gillai brings to the Board over 20 years of leadership and management experience in product development, engineering, operations, and general management with a variety of technology companies.  Through this experience, he has gained both technical expertise and strategic insights into a variety of key markets and applications which the Company serves, as well as in-depth understanding of the evolution and adoption of cloud technologies and processes in the enterprise and service provider market.

Mr. Jankov joined the Company's Board in May 2016.  Mr. Jankov is Chief Executive Officer of GlobalLink1 Capital, an investment firm he founded in 2014.  From 2012 to 2014, Mr. Jankov served as Senior Vice President and General Manager of Processors and Wireless Infrastructure for Broadcom Corporation.  From 2000 to 2012, Mr. Jankov was President and Chief Executive Officer and served as a Director on the Board of NetLogic Microsystems, Inc., a fabless provider of semiconductors for networking applications. Under Mr. Jankov's leadership, NetLogic grew from start-up, through an IPO to market leadership in network processing devices, culminating in the company's acquisition by Broadcom for $3.7 billion. Mr. Jankov has also held executive management positions with NeoMagic Corporation, a fabless semiconductor company, Cyrix Corporation, a developer of microprocessors, and Accell Technology, a semiconductor company he founded that was later acquired by Cyrix. Mr. Jankov also served in senior management at LSI Logic, and began his career at Texas Instruments Inc.  Mr. Jankov serves on the board of Knowles Corporation as well as several private companies.
 
Mr. Jankov brings to the Board over 35 years of leadership experience in the semiconductor industry, and a track record of success growing a business through both organic and inorganic strategies.  He has served in senior management roles and on the boards of directors of both public and private semiconductor companies.  Through his extensive knowledge of the industry, Mr. Jankov brings unique insights that are valuable when evaluating the Company's product technology, markets and strategic plans and investments. 

Dr. Lee joined the Company's Board in May 2016. Dr. Lee is a Professor of Electrical Engineering at Stanford University. He joined the Stanford faculty in 1994 and founded the Stanford Microwave Integrated Circuits Laboratory. From April 2011 through October 2012, he served as the Director of the Microsystems Technology Office at the Defense Advanced Research Projects Agency (DARPA). He has also co-founded three startups: Matrix Semiconductor, Inc. (acquired by SanDisk), ZeroG Wireless (acquired by Microchip Technology), and Ayla Networks. Dr. Lee received his S.B., S.M. and doctorate of Electrical Engineering from the Massachusetts Institute of Technology. He has written and co-authored numerous books and papers and is widely recognized for his expertise in high performance analog circuit designs and wireless communications technology. He is a Fellow of the Institute of Electrical and Electronics Engineers and has been the recipient of many honors and awards including the United States Secretary of Defense Medal for Exceptional Civilian Service for his service at DARPA. He was also awarded the 2011 Ho-Am Prize in Engineering. He has been granted 65 patents.

Dr. Lee brings to the Board a unique blend of technical expertise pertaining to many of the technology trends shaping the growth of the markets the Company serves, along with entrepreneurial experience, and senior leadership capabilities in creating innovative programs in a variety of defense and military communication markets. His extensive knowledge helps the Board shape the Company's strategic research and development plans and provides valuable insights into the driving technology trends within the Company's industry and target markets.

Mr. Patterson joined the Company's Board in October 2005. Mr. Patterson was employed by PricewaterhouseCoopers (PWC), a public accounting firm, from 1970 until retirement in 2001. The positions he held during his 31-year career at PWC include chair of the national high tech practice, chair of the semiconductor tax practice, department chair for PWC's Silicon Valley tax practice and managing partner of PWC's Silicon Valley office. Mr. Patterson also serves on the board of a private company and a charitable organization.

Mr. Patterson's qualifications to sit on our Board include his extensive experience with public and financial accounting matters for complex global organizations. Mr. Patterson's extensive financial background, including specifically advising companies in the semiconductor industry, has enabled him to play a meaningful role in the oversight of our financial reporting and accounting practices and executive compensation practices.

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Mr. Pimentel joined the Company's Board in August 2010. He is chairman of the board of Afero, Inc., a developer and marketer of a software platform that enables non-computing products to be connected to the internet or other private networks. Previously, Mr. Pimentel was an Executive Vice President for Seagate Technology PLC, a manufacturer of hard drives and storage solutions, until October 2016. Mr. Pimentel held various executive positions at Seagate, including as President, Global Markets & Customers from October 2013 to January 2016, and Executive Vice President, Chief Sales and Marketing Officer from April 2011 until October 2013. Mr. Pimentel also served on Seagate's board of directors from March 2009 until April 2011. From May 2008 to August 2010, Mr. Pimentel served as the Chief Operating Officer and Chief Financial Officer for McAfee, Inc., a consumer and enterprise digital security products company. Mr. Pimentel is also on the boards of directors of Imperva, Inc., a security software company, and Lifelock, Inc., an identity theft protection company.

Mr. Pimentel's strong financial background, particularly through his work as the CFO at several publicly-traded companies, provides financial expertise to the Board, including an understanding of financial statements, corporate finance and accounting. As an executive of a publicly-traded company, Mr. Pimentel also brings deep leadership and operational experience to our Board.

Mr. Turner joined the Company's Board in March 2007. He is chairman of the board of directors of the AB Funds, a $60 billion family of 106 mutual funds. Mr. Turner served as CEO of Dupont Photomasks, Inc., a manufacturer of photomasks for semiconductor chip fabrication between 2003 and 2006, as Chairman from 2003 until the company's acquisition in 2005 - as well as interim Chairman and CEO in 1999-2000.  In addition, from 2007 to 2014, Mr. Turner served as a member of the board of directors of SunEdison, Inc., a manufacturer of silicon wafers for semiconductor and solar power applications, and solar power plant developer. He also serves on the board of the Smithsonian's National Museum of Natural History and the George Lucas Education Foundation.

Mr. Turner has been involved in the semiconductor and software industries, among others, for 40 years, in a variety of roles including as the CEO of two companies in the semiconductor industry, interim or CEO of three other companies, chairman of two software companies, general partner of an early-stage institutional venture capital firm, and an early career as an industrial designer and biomedical engineer. From these experiences, Mr. Turner has developed a broad range of skills that contribute to the Board's oversight of the operational, financial, and risk management aspects of our business. Mr. Turner has also served on 24 corporate boards of directors and has chaired five of them, giving him meaningful perspective with respect to the various business and governance issues faced by the Board.
 
Ms. Vanderslice joined the Company's Board in December 2000. Ms. Vanderslice serves as a consultant for the KC Group, a financial advisory firm focused on the Chinese market, and has been on the Board of Trustees of Boston College since 2010. From 1999 to 2001, Ms. Vanderslice served as a general manager of Lycos, Inc. through its acquisition and subsequent reorganization. From 1996 to 1999, Ms. Vanderslice was CEO of Wired Digital, Inc., the online-media division of Wired Ventures, Inc., and a member of the Board of both Wired Digital, Inc. and Wired Ventures, Inc. before leading the company's acquisition by Lycos, Inc. Prior to joining Wired Digital in early 1995, Ms. Vanderslice served as a principal in the investment banking firm Sterling Payot Company, where she helped raise the capital to launch Wired Magazine, and as Vice President at H. W. Jesse & Co., a San Francisco investment banking firm. She also worked with the IBM Corporation before earning her MBA from the Harvard Business School. Ms. Vanderslice is an Aspen Institute Henry Crown Fellow and was a member and officer of the Young Presidents' Organization and the World Presidents' Organization.

Ms. Vanderslice brings a broad range of skills to the Board from her experience as the CEO and board member of an innovative internet access and original content provider and an investment banker. In addition to her academic and professional background in computer science and systems engineering, Ms. Vanderslice contributes to the Board's understanding of the Company's sales and marketing efforts and engineering management, and her experience in mergers and acquisitions is valuable to the Board in evaluating strategic transactions.
Board Independence
The NASDAQ listing standards require that a majority of the members of a listed company's board of directors must qualify as "independent" as affirmatively determined by its board of directors. Our Board annually reviews information relating to the members of our Board to ensure that a majority of our Board is independent under the NASDAQ Marketplace Rules and the rules of the SEC.
After review of all relevant transactions and relationships between each director nominee, his or her family members and entities affiliated with each director nominee and Xilinx, our senior management and our independent registered public accounting firm, our Board has determined that eight of our nine directors are independent directors as defined in the NASDAQ Marketplace and SEC rules. Mr. Gavrielov, our President and CEO, is not an independent director within the meaning of the NASDAQ Marketplace Rules or the rules of the SEC because he is a current employee of Xilinx.

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In making a determination of the independence of each director, the Board reviewed relationships and transactions occurring since the beginning of fiscal year 2015 between each director, his or her family members and entities affiliated with each director and Xilinx, our senior management and our independent registered public accounting firm. In making its determination, the Board applied the standards for independence set forth by NASDAQ and the SEC. In each case, the Board determined that, because of the nature of the relationship or the amount involved in the transaction, the relationship did not impair the director's independence. The following transactions were considered by the Board in its independence determinations.
Mr. Gillai serves as a director of Xilinx and, during fiscal year 2017, he was also employed as an executive officer of Hewlett-Packard Enterprise (HPE). During fiscal year 2017, Xilinx paid HPE $548,905, and HPE paid Xilinx $47,790, to purchase the other's products in the normal course of business. Our Audit Committee in the absence of Mr. Gillai reviewed the relevant facts and circumstances of the transactions and approved the amounts spent in fiscal year 2017.
Mr. Pimentel serves as a director of Xilinx and, during fiscal year 2017, he was also employed as an executive officer of Seagate Technology LLC (Seagate).  During fiscal year 2017, Seagate paid Xilinx $250,606 to purchase our products in the normal course of business. Our Audit Committee in the absence of Mr. Pimentel reviewed the relevant facts and circumstances of the transactions and approved the amounts spent in fiscal year 2017.
Each of Messrs. Jankov and Segers is, or was during any of the previous three fiscal years, a non-management director of one or more other companies that has done business with Xilinx. All of the transactions with these organizations occurred in the normal course of business in the purchase or supply of goods or services.


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Board Meetings and Committees
The Company's Board held a total of eight meetings during the fiscal year ended April 1, 2017. All directors are expected to attend each meeting of the Board and the Committees on which he or she serves and are also expected to attend the Annual Meeting. All directors serving on the Board during fiscal year 2017 attended the 2016 Annual Meeting of Stockholders held in August 2016. Each incumbent director attended at least 75% of the aggregate of all meetings of the Board or its Committees on which such director served during the fiscal year. The Board holds four pre-scheduled meetings per fiscal year.
The Board has four standing committees, which include the Audit Committee, Compensation Committee, Nominating and Governance Committee, and Committee of Independent Directors (the Committees). The Board and its Committees have authority to engage independent advisors and consultants and have used such services. Each of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee is subject to charters approved by the Board, which are posted on the investor relations page of our website located at www.investor.xilinx.com under "Corporate Governance."
Set forth below are the directors currently serving on each of the Board's four standing committees as well as a description of each committee.
 
 
Audit
Committee
 
Compensation
Committee
 
Nominating  and
Governance
Committee
 
Committee of
Independent
Directors
Non-Employee Directors:
 
 
 
 
 
 
 
 
Dennis Segers
 
 
 
 
 
 
 
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Saar Gillai
 
 
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
Ronald S. Jankov
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
Thomas H. Lee
 
 
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
J. Michael Patterson
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
 
Chair
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
Albert A. Pimentel
 
Chair
 
 
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
Marshall C. Turner
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
 
 
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
Elizabeth W. Vanderslice
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
 
Chair
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=11
Employee Director:
 
 
 
 
 
 
 
 
Moshe N. Gavrielov
 
 
 
 
 
 
 
 
Audit Committee
The current members of the Audit Committee are Albert A. Pimentel, J. Michael Patterson, and Marshall C. Turner. During fiscal year 2017, the Audit Committee held six meetings. The Audit Committee assists the Board in fulfilling its oversight responsibilities to the stockholders relating to the Company's financial statements and the financial reporting process, the systems of internal accounting and financial controls, and the audit process. The Board has determined that each Audit Committee member meets the independence and financial knowledge requirements under the SEC rules and the corporate governance listing standards of NASDAQ. The Audit Committee operates in accordance with a written charter adopted by the Board, which complies with NASDAQ listing standards and SEC rules.
The Board has further determined that each member of the Audit Committee qualifies as an "audit committee financial expert" as defined by SEC rules. Stockholders should understand that this designation is a disclosure requirement of the SEC related to the Audit Committee members' individual experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon any of the Audit Committee members any duties, obligations or liabilities that are greater than those generally imposed on each of them as members of the Board nor does it alter the duties, obligations, or liability of any other member of the Board.
Compensation Committee
The current members of the Compensation Committee are J. Michael Patterson, Ronald S. Jankov, and Elizabeth W. Vanderslice. Marshall C. Turner also served on the Compensation Committee during part of fiscal year 2017. During fiscal year 2017, the Compensation Committee held nine meetings. The Compensation Committee has responsibility for establishing our compensation policies. The Compensation Committee determines the compensation for our Board members and executive officers and has exclusive authority to grant equity-based awards, including options and restricted stock units (RSUs), to our executive officers under our 2007 Equity Plan. The Compensation Committee evaluates the CEO's performance and determines CEO compensation, including base salary, incentive pay, and equity. The CEO is not present during the Compensation Committee's deliberations or voting on CEO compensation, but may be present during voting and deliberations related to compensation of other executive

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officers. For further information about the processes and procedures for the consideration and determination of executive compensation, please refer to the section of this proxy statement entitled "EXECUTIVE COMPENSATION—Compensation Discussion and Analysis."
Nominating and Governance Committee
The current members of the Nominating and Governance Committee are Elizabeth W. Vanderslice, Saar Gillai, and Thomas H. Lee. Dennis Segers also served on the Nominating and Governance Committee during all of fiscal year 2017. During fiscal year 2017, the Nominating and Governance Committee held four meetings. The Nominating and Governance Committee has responsibility for identifying, evaluating, and recommending individuals to serve as members of the Board, and establishing policies affecting corporate governance. The Nominating and Governance Committee, among other things, makes suggestions regarding the size and composition of our Board, recommends nominees for election as directors, and ensures that the Board reviews our management organization, including management succession plans.
Committee of Independent Directors
All independent directors are members of the Committee of Independent Directors. This Committee met four times during fiscal year 2017. The Committee's principal focus is succession planning but it also addresses other topics as deemed necessary and appropriate. The Committee of Independent Directors typically meets outside the presence of management.
Nomination Criteria and Board Diversity
The Board believes in bringing a diversity of backgrounds and viewpoints to the Board and desires that its directors and nominees possess critical skills and experience in the areas of semiconductor design and marketing, manufacturing, software and finance. The Board also believes having directors of diverse gender, race, and ethnicity, along with varied skills and experiences, contributes to a balanced and effective Board. The Company has recently revised its Significant Corporate Governance Principles in order to affirm its commitment to a policy of inclusiveness. To further that commitment, in any director candidate search the Nominating and Governance Committee commits to actively seek out director candidates reflecting a diversity of backgrounds, perspectives, experiences, genders, races and ethnicities.
These factors, and any other qualifications considered useful by the Board, are reviewed in the context of an assessment of the perceived needs of the Board at a particular point in time. As a result, the priorities and emphasis of the Nominating and Governance Committee may change from time to time to take into account changes in business and other trends, and the portfolio of skills and experience of current and prospective Board members. Therefore, while focused on the achievement and the ability of potential candidates to make a positive contribution with respect to such factors, the Nominating and Governance Committee has not established any specific minimum criteria or qualifications that a director or nominee must possess.
As part of its annual evaluation of current Board members, and as otherwise necessary, the Nominating and Governance Committee considers each director's skills, experience, viewpoints previously mentioned as desirable director qualifications, independence, job changes, if any, amount of time spent on Xilinx matters and to what extent, if any, other commitments the director may have outside of Xilinx impact the director's service to Xilinx. In connection with its evaluation of Board composition, the Nominating and Governance Committee also considers rotating directors' positions on the Committees.
Consideration of new Board candidates typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. The Board has engaged a search firm to assist the Nominating and Governance Committee in identifying and assessing director candidates, and has specifically requested the search firm to seek to identify one or more potential qualified women nominees, including underrepresented minority women nominees, for consideration for appointment to the Board or for inclusion on the slate of nominees that will be proposed for election at a future time. The Nominating and Governance Committee will also consider candidates proposed by stockholders using the same process it uses for a candidate recommended by a member of the Board, an employee, or a search firm. A stockholder seeking to recommend a prospective nominee for the Nominating and Governance Committee's consideration should submit the candidate's name and qualifications by mail addressed to the Corporate Secretary, Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124, by email to corporate.secretary@xilinx.com, or by fax to (408) 377-6137.

Board's Role in Risk Oversight
Our Board has overall responsibility for risk oversight at the Company and may delegate particular risk areas to the appropriate Committees of the Board. The Board's role in risk oversight builds upon management's risk management process. The Company conducts a formal annual risk assessment as well as coordinates on-going risk management activities throughout the year to identify, analyze, respond to, monitor, and report on risks. Risks reviewed by the Company include operational risks, financial risks, legal and compliance risks, IT risks, and strategic risks. The management team then reviews with the Board any significant risks identified during the process, together with plans to mitigate such risks. In response, the Board or the relevant Committee may

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request that management conduct additional review of or reporting on select enterprise risks. The process and risks are reviewed at least annually with the Board and additional review or reporting of significant enterprise risks will be conducted as needed or as requested by the Board or any of its Committees.
Corporate Governance Principles
The Company and the Board, through its Nominating and Governance Committee, regularly review and evaluate our corporate governance principles and practices. Our Significant Corporate Governance Principles, Code of Conduct, Directors' Code of Ethics, and charters for each of the following Board Committees are posted on our website at www.investor.xilinx.com: Audit Committee, Compensation Committee, and Nominating and Governance Committee. Printed copies of these documents are also available to stockholders upon written request addressed to the Corporate Secretary, Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124 or by email at corporate.secretary@xilinx.com.
Board Leadership Structure and Independence
The Board believes there should be a substantial majority of independent directors on the Board. The Board also believes that it is useful and appropriate to have members of management as directors, including the CEO. Independent directors are given an opportunity to meet outside the presence of members of management, and hold such meetings regularly.
It is the written policy of the Board that if the Chairman is not "independent" in accordance with NASDAQ Marketplace Rules and the Exchange Act, the Board will designate an independent director to serve as Lead Independent Director. We believe that having an independent Chairman or a Lead Independent Director, either of whom is responsible for coordinating the activities of the independent directors, as well as other duties, including chairing the meetings of the Committee of Independent Directors, allows the Company's CEO to better focus on the day-to-day management and leadership of the Company, while better enabling the Board to advise and oversee the performance of the CEO. The Nominating and Governance Committee reviews the position of Lead Independent Director and identifies the director who serves as Lead Independent Director in the absence of an independent Chairman. For fiscal year 2017, Dennis Segers, an independent director, served as Chairman of the Board, so we did not have a Lead Independent Director.
Majority Vote Standard
All directors are elected annually at the annual stockholder meeting. As set forth in our Bylaws, directors are elected based on the majority of votes cast for each nominee, unless the number of nominees exceeds the number of directors to be elected. In such contested elections, where the number of nominees exceeds the number of directors to be elected, directors are elected by the plurality standard, which means those directors with the highest number of votes cast are elected. For the purposes of this paragraph, the majority of votes cast means that the number of shares voted "FOR" a director must exceed the number of shares voted "AGAINST" that director. Any director who receives more "AGAINST" votes than "FOR" votes will tender his or her resignation to the Board. The Board will announce its decision with regard to the resignation within 120 days following the certification of election results.
Board Evaluation
The Board conducts an annual evaluation of its performance. The process varies from year-to-year, including self-evaluations and/or one-on-one meetings with each Board member and the chairperson of the Nominating and Governance Committee. Results of the evaluation are formally presented to the Board. The Board has made changes in Board procedures based on feedback from the process.
Board Service Limits and Terms
The Board has set a limitation on the number of public boards on which a director may serve to three for any CEO and four for all other directors. This limitation is inclusive of service on the Xilinx Board.
The Board believes that term limits on directors' service and a mandatory retirement age do not serve the best interests of the Company. While such policies could help ensure that fresh ideas and new viewpoints are addressed by the Board, such limits have the disadvantage of losing the contribution of directors who over time have developed increased insight and knowledge into the Company's operations and who remain active and contributing members of the Board. The Board evaluation process plays a significant role in determining our Nominating and Governance Committee's recommendation regarding Board tenure.
Change of Principal Occupation or Association
When a director's principal occupation or business association changes substantially during his or her tenure as director, that director shall tender his or her resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee will recommend to the Board the action, if any, to be taken with respect to the resignation.

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Director Education
The Company offers internal and external course selections for new-director orientation as well as continuing education. On a rotating basis, directors will attend director education programs and report back to the entire Board on key learnings.
Stock Ownership Requirements
Directors
The Board has established minimum stock ownership guidelines for non-employee directors. Under these guidelines, non-employee directors are required to own our common stock having a value equal to at least five times the base annual cash retainer offered equally to all non-employee directors for service as a director (excluding any retainers paid for service as Chairman of the Board or on a committee). The base annual cash retainer for directors during fiscal year 2017 was increased in August 2016 to $65,000 from $60,000, and therefore directors are currently required to own common stock with a value of at least $325,000. Based on $64.69, the closing price of our common stock on May 9, 2017, $325,000 would purchase 5,023 shares of our common stock.
Directors are required to retain half of the shares of our common stock derived from awards of RSUs until this ownership requirement is met. Half of the RSUs that are vested but are not settled pursuant to a pre-arranged deferral program will count toward the ownership requirement. Based on $64.69, the closing price of our common stock on May 9, 2017, four of our eight non-employee directors have met the stock ownership requirements. Our directors who joined the Board in fiscal year 2016, including Messrs. Segers, Gillai, and Jankov, and Dr. Lee, have not yet met the stock ownership requirements.
Executive Officers
The Board has also established minimum stock ownership guidelines for executive officers. Our CEO is required to own shares of our common stock having a value of at least $4.5 million. Our COO is required to own shares of our common stock having a value of at least $1.5 million. Executive vice presidents who are Section 16 officers are required to own shares of our common stock having a value of at least $1.0 million. Senior vice presidents who are Section 16 officers are required to own shares of our common stock having a value of at least $750,000 and corporate vice presidents who are Section 16 officers are required to own shares of our common stock having a value of at least $500,000. In addition, until their stock ownership requirements are met, the CEO and all other Section 16 officers must retain half of the shares of our common stock derived from awards of time-based RSUs that were granted beginning in July 2011 and 45% of the shares of our common stock derived from awards of performance-based RSUs that were granted beginning in July 2013.
Succession Planning
The Board plans for succession to the position of the Chairman of the Board, the position of CEO, and other senior management positions to help ensure continuity of leadership. To assist the Board, the CEO provides the Board with an assessment of other senior managers and their potential as a suitable successor. The CEO also provides the Board with an assessment of persons considered potential successors to certain senior management positions. In April 2017, the non-management members of the Board took steps to implement a multi-year succession plan.  In order to ensure a smooth transition, Victor Peng was named as the Company’s Chief Operating Officer and Moshe Gavrielov, the Company’s President and CEO, entered into an amended employment agreement with the Company.
Internal Audit
The Company's Internal Audit function reports to the Audit Committee of the Board and administratively to the Company's CFO.
Codes of Conduct and Ethics
Our Board has adopted a Code of Conduct applicable to our directors, employees, and contractors, including our CEO, CFO, and all accounting personnel. The Code of Conduct includes a Non-Retaliation Policy that prohibits retaliation against any person for providing information in good faith or otherwise assisting in an investigation concerning conduct that may constitute a violation of law, regulation, the Code of Conduct, or other Company policies. The Company also provides an anonymous reporting system for reports of perceived violations. Independent directors receive complaints and reports of violations regarding accounting, internal accounting controls, auditing, legal, and other matters reported through the anonymous reporting process. Our Chief Compliance Officer provides a quarterly report to the Audit Committee of incident reports identified through the anonymous reporting process, or otherwise. The Code of Conduct is available on the investor relations page of our website at www.investor.xilinx.com. Printed copies of these documents are also available to stockholders upon written request directed to Corporate Secretary, Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124.
The Board has adopted a separate Code of Ethics pertaining particularly to the Board which covers topics including insider trading, confidentiality, conflicts of interests, financial reporting, and compliance with other laws.

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A waiver of any violation of the Code of Conduct by an executive officer or director and a waiver of any violation of the Directors' Code of Ethics may only be made by the Board. The Company will post any such waivers, as well as amendments to the Code of Conduct, on our website under the Corporate Governance page at www.investor.xilinx.com. No waivers were requested or granted in the past year. The Code of Conduct was last amended in March 2017.
Anonymous Reporting and Whistleblower Protection
Our Code of Conduct includes protections for employees who report violations of the Code of Conduct, other policies, laws, rules, and regulations. We have implemented an internet-based anonymous reporting process for employees to report violations they do not otherwise bring directly to management. The site can be accessed from our intranet as well as from the internet.
Stockholder Value
The Board is cognizant of the interests of the stockholders and, as related to the Company's equity plans, accordingly:
All employee stock plans will be submitted to the stockholders for approval prior to adoption;
The 2007 Equity Plan includes a provision that prohibits repricing of options whether by directly lowering the exercise price, through cancellation of the option or stock appreciation right (SAR) in exchange for a new option or SAR having a lower exercise price, or by the replacement of the option or SAR with a full value award (i.e., an award of restricted stock or RSUs);
The 2007 Equity Plan includes an annual limit on the aggregate dollar value of equity awards and cash that may be given to non-employee directors; and
The Company is committed to keeping dilution under its stock plans for employees under industry standards.
Stockholder Communications to the Board
Stockholders may initiate any communication with the Board in writing sent in care of the Company's Corporate Secretary to Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124, by e-mail to corporate.secretary@xilinx.com, or by fax to the Corporate Secretary at (408) 377-6137. The name of any specific intended recipient, group, or committee should be noted in the communication. The Board has instructed the Corporate Secretary to forward such correspondence only to the intended recipients; however, the Board has also instructed the Corporate Secretary, prior to forwarding any correspondence, to review such correspondence and, in his discretion, not to forward certain items if they are deemed of a commercial or frivolous nature or otherwise inappropriate for the Board's consideration. In such cases, and as necessary for follow up at the Board's direction, correspondence may be forwarded elsewhere in the Company for review and possible response. This centralized process will assist the Board in reviewing and responding to stockholder communications in an appropriate manner.
Compensation of Directors
Directors who are not actively employed as executives of the Company receive compensation for their service. Directors who are actively employed as executives by the Company receive no additional compensation for their service as directors. Mr. Gavrielov is currently the only employee director of the Company.
Cash Compensation
Our directors are paid in installments on a quarterly and pro-rated basis depending on the non-employee director's service during the quarter. Following is a schedule of annual cash compensation for service on our Board:

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Director Position
 
Annual Cash Retainer
Chairpersons:
 
 
 
Board
 
$65,000
 
Audit Committee
 
$25,000
 
Compensation Committee
 
$20,000
 
Nominating and Governance Committee
 
$15,000
 
 
 
 
Members:
 
 
 
Board (1)
 
$65,000
 
Audit Committee
 
$12,500
 
Compensation Committee
 
$10,000
 
Nominating and Governance Committee
 
$7,500
 
 
 
 
Lead Independent Director
 
$10,000
(1) Annual fees as a member of the Board and Chairman of the Board each increased on August 10, 2016 to $65,000 from $60,000.
Based on the chart above, all Board members receive a base annual retainer of $65,000, and may receive additional fees depending on their service as a chairperson of the Board or chairperson or member of a Board committee(s). For fiscal year 2017, we did not have a Lead Independent Director, because Mr. Dennis Segers, an independent director, served as Chairman of the Board.
Equity Compensation
Non-employee directors participate in an equity compensation program under our 2007 Equity Plan. Under this program, non-employee directors are eligible to receive automatic restricted stock unit awards (RSUs). The terms of those automatic RSU grants are as follows:
Annual Grant
Each non-employee director is eligible for an RSU award on the date of each annual stockholders meeting, provided the non-employee director continues in office following the meeting. The annual RSU awards vest on the day immediately preceding the subsequent annual meeting. On the date of the 2016 Annual Meeting of Stockholders, or August 10, 2016, each non-employee director continuing in office after the meeting was automatically granted $200,000 worth of RSUs (up from $185,000 for fiscal year 2016). Accordingly, on August 10, 2016, on which date the closing fair market value of our common stock was $51.65, each non-employee director received a grant of 3,872 RSUs that will vest in full on August 8, 2017, the day immediately preceding the 2017 Annual Meeting of Stockholders.
Initial Grant
A non-employee director joining the Board between annual meetings of stockholders and who has not previously served as an employee director, will receive a grant of RSUs on or about the tenth day of the month following the director's initial appointment or election to the Board. The new non-employee director will receive RSUs worth $200,000 on the date of grant, prorated based on the number of days from the initial appointment or election until the anniversary of the most recently held annual meeting over 365 days. The RSUs vest in full on the day immediately preceding the subsequent annual meeting of stockholders.
Limit on Non-employee Director Compensation
In May 2016, the Board amended our 2007 Equity Plan to include a limit on cash and equity compensation for each non-employee director to no more than $750,000 per fiscal year. Stockholders subsequently approved this limit on cash and equity compensation for each non-employee director at the 2016 Annual Meeting of Stockholders.
Stock Ownership Guidelines
Under our stock ownership guidelines, non-employee directors are required to own shares of our common stock having a value equal to at least $325,000, which is equal to five times their base annual cash retainer. Non-employee directors are required to retain half of the shares of our common stock derived from awards of RSUs until their ownership requirements are met. Half of the RSUs that are vested but are not settled pursuant to a pre-arranged deferral program will count toward the ownership requirement. For more information about stock ownership guidelines for directors, please see "DIRECTORS AND CORPORATE GOVERNANCE—Corporate Governance Principles—Stock Ownership Requirements."

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Deferred Compensation
We also maintain a nonqualified deferred compensation plan which allows each director as well as eligible employees to voluntarily defer receipt of a portion or all of their cash compensation until the date or dates elected by the participant, thereby allowing the participating director or employee to defer taxation on such amounts. For a discussion of this plan, please see "EXECUTIVE COMPENSATION—Nonqualified Deferred Compensation Plan."
Director Compensation for Fiscal Year 2017
The following table provides information on director compensation in fiscal year 2017:
Name
 
Fees Earned
or Paid
in Cash
($)
 
Stock
Awards
($) (1)
 
Option
Awards
($)
 
Non-Equity
Incentive Plan
Compensation
($)
 
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
 
All Other
Compensation
($) (2)
 
Total
($)
Dennis Segers (Chairman)
 
133,906

 
194,916

 
 
 
 
 

 
328,822

Philip T. Gianos (3)
 
24,131

 

 
 
 
 
(5)
 
31,000

 
55,131

Saar Gillai
 
64,223

 
244,076

(4)
 
 
 
 

 
308,299

William G Howard, Jr. (3)
 
24,131

 

 
 
 
 
(5)
 
20,000

 
44,131

Ronald S. Jankov
 
66,482

 
244,076

(4)
 
 
 
 

 
310,558

Thomas H. Lee
 
64,223

 
244,076

(4)
 
 
 
 

 
308,299

J. Michael Patterson
 
95,713

 
194,916

 
 
 
 
 
500

 
291,129

Albert A. Pimentel
 
88,213

 
194,916

 
 
 
 
 

 
283,129

Marshall C. Turner
 
79,338

 
194,916

 
 
 
 
(5)
 

 
274,254

Elizabeth W. Vanderslice
 
88,213

 
194,916

 
 
 
 
(5)
 

 
283,129


(1)
Amounts shown do not reflect compensation actually received by the director. Instead, the amounts shown reflect the grant date fair value for stock awards granted in fiscal year 2017 as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the value of the awards are set forth in Note 6 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal year 2017 filed with the SEC on May 15, 2017.
(2)
The Company made charitable donations in honor of Mr. Gianos and Dr. Howard, who both retired from the Board in August 2016, and a matching charitable contribution on behalf of Mr. Patterson.
(3)
Mr. Gianos and Dr. Howard retired as directors on August 9, 2016, the day before our 2016 Annual Meeting of Stockholders.
(4)
Messrs. Gillai and Jankov and Dr. Lee joined the Board on May 6, 2016, and received an initial grant of RSUs, pro-rated based on the number of days from May 6, 2016 (the date of their initial appointment) and August 9, 2016 (the day before the 2016 Annual Meeting) over 365 days, and an annual grant of RSUs. In the table above, $244,076 includes the initial grant valued at $49,160, and the annual grant valued at $194,916. For more information about Initial Grants and Annual Grants see the section above entitled "DIRECTORS AND CORPORATE GOVERNANCE—Compensation of Directors."
(5)
This director participated in the Company's nonqualified deferred compensation plan in fiscal year 2017. For more information about this plan see the section below entitled "EXECUTIVE COMPENSATION—Nonqualified Deferred Compensation Plan."




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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of May 9, 2017, including the right to acquire beneficial ownership within 60 days of May 9, 2017, except as noted below, by: (i) each stockholder known to the Company to be a beneficial owner of more than 5% of our common stock, (ii) each of the Company's directors and director nominees, (iii) each of the named executive officers identified in the section entitled "Executive Compensation" and (iv) all current directors and executive officers as a group. We believe that each of the beneficial owners of our common stock listed below, based on information furnished by such beneficial owners, has sole voting power and sole investment power with respect to such shares, except as otherwise set forth in the footnotes below and subject to applicable community property laws.
Beneficial Owners
 
Amount and Nature  of
Beneficial Ownership
 
Percent of
Class (1)
Greater than 5% Stockholders
 
 
 
 
 
BlackRock, Inc.
 
20,307,534

(2)
 
8.2
55 East 52nd Street
New York, NY 10022
 
 
 
 
 
First Eagle Investment Management, LLC
 
13,052,313

(3)
 
5.3
1345 Avenue of the Americas
New York, NY 10105
 
 
 
 
 
The Vanguard Group, Inc.
 
26,217,473

(4)
 
10.6
100 Vanguard Boulevard
Malvern, PA 19355
 
 
 
 
 
Directors
 
 
 
 
 
Dennis Segers
 
3,242

(5)
 
*
Moshe N. Gavrielov
 
418,519

(6)
 
*
Saar Gillai
 
1,052

(7)
 
*
Ronald S. Jankov
 
1,052

(8)
 
*
Thomas H. Lee
 
1,052

(9)
 
*
J. Michael Patterson
 
20,164

(10)
 
*
Albert A. Pimentel
 
22,275

(11)
 
*
Marshall C. Turner
 
38,380

(12)
 
*
Elizabeth W. Vanderslice
 
29,909

(13)
 
*
Named Executive Officers
 
 
 
 
 
Lorenzo A. Flores
 
49,680

(14)
 
*
Victor Peng
 
63,021

(15)
 
*
Krishna Rangasayee
 
52,134

(16)
 
*
Vincent L. Tong
 
86,472

(17)
 
*
Jon A. Olson
 
102,248

(18)
 
*
All current directors and executive officers as a group (16 persons)
 
990,029

(19)
 
*
*    Less than 1%
(1)
The beneficial ownership percentage of each stockholder is calculated on the basis of 248,073,425 shares of common stock outstanding as of May 9, 2017. Any additional shares of common stock that a stockholder has the right to acquire within 60 days after May 9, 2017 that are not already outstanding at such time are deemed to be outstanding and beneficially owned for the purpose of calculating that stockholder's percentage beneficial ownership. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Xilinx, Inc., 2100 Logic Drive, San Jose, California 95124.
(2)
Based on information contained in a Schedule 13G, reflecting stock ownership information as of December 31, 2016, which was filed by this stockholder pursuant to Section 13(d) of the Exchange Act (Section 13(d)), on January 27, 2017, reporting beneficial ownership of 20,307,534 shares of common stock consisting of 16,896,445 shares as to which it has sole voting power and no shares as to which it has shared voting power. Blackrock, Inc. has sole dispositive power as to all 20,307,534 shares.

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(3)
Based on information contained in a Schedule 13G, reflecting stock ownership information as of December 31, 2016, which was filed by this stockholder pursuant to Section 13(d), on February 7, 2017, reporting beneficial ownership of 13,052,313 shares of common stock consisting of 12,102,026 shares as to which it has sole voting power, no shares as to which it has shared voting power, 13,052,313 shares as to which it has sole dispositive power, and no shares as to which it has shared dispositive power.
(4)
Based on information contained in a Schedule 13G, reflecting stock ownership information as of December 31, 2016, which was filed by this stockholder pursuant to Section 13(d), on February 10, 2017 reporting beneficial ownership of 26,217,473 shares of common stock consisting of 398,334 shares as to which it has sole voting power, 48,116 shares as to which it has shared voting power, 25,771,726 shares as to which it has sole dispositive power, and 445,747 shares as to which it has shared dispositive power.
(5)
Consists of 3,242 shares held directly.
(6)
Consists of 285,766 shares held directly, 26,000 shares issuable upon exercise of options, and 106,753 shares issuable upon settlement of RSUs, which represents 27,739 shares, 32,917 shares, and 46,097 shares issuable upon settlement of RSUs granted in fiscal years 2015, 2016, and 2017, respectively. The 46,097 shares for the fiscal year 2017 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.
(7)
Consists of 1,052 shares held directly.
(8)
Consists of 1,052 shares held directly.
(9)
Consists of 1,052 shares held directly.
(10)
Consists of 20,164 shares held directly. Does not include 8,118 shares that are vested but not settled pursuant to a pre-arranged deferral program.
(11)
Consists of 22,275 shares held in a family trust.
(12)
Consists of 37,630 shares held directly and 750 shares held by Mr. Turner's spouse.
(13)
Consists of 26,923 shares held directly, 2,986 shares held in joint tenancy.
(14)
Consists of 28,658 shares held directly and 21,022 shares issuable upon settlement of RSUs, which represents 3,709 shares, 4,444 shares, and 12,869 shares issuable upon settlement of RSUs granted in fiscal years 2015, 2016, and 2017, respectively. The 12,869 shares for the fiscal year 2017 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.
(15)
Consists of 33,221 shares held directly and 29,800 shares issuable upon settlement of RSUs, which represents 7,714 shares, 9,217 shares and 12,869 shares issuable upon settlement of RSUs granted in fiscal years 2015, 2016, and 2017, respectively. The 12,869 shares for the fiscal year 2017 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.
(16)
Consists of 30,555 shares held directly and 21,579 shares issuable upon settlement of RSUs, which represents 5,637 shares, 6,583 shares, and 9,359 shares issuable upon settlement of RSUs granted in fiscal years 2015, 2016, and 2017, respectively. The 9,359 shares for the fiscal year 2017 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.
(17)
Consists of 61,383 shares held directly and 25,089 shares issuable upon settlement of RSUs, which represents 5,637 shares, 6,583 shares, and 12,869 shares issuable upon settlement of RSUs granted in fiscal years 2015, 2016, and 2017, respectively. The 12,869 shares for the fiscal year 2017 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.
(18)
As of May 2016, when Mr. Olson stepped down as CFO. Consists of 102,248 shares held indirectly.
(19)
Includes an aggregate of 273,401 shares issuable upon exercise of options or settlement of RSUs.

For certain information concerning our Executive Officers, see "Executive Officers of the Registrant" in Item 1 of Part I of our Form 10-K.

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Equity Compensation Plan Information at Fiscal Year End 2017
The table below sets forth certain information, as of April 1, 2017, about our common stock that may be issued upon the exercise of options, RSUs, warrants and rights under all of our existing equity compensation plans including the ESPP:

(Shares in thousands)
 
A
 
 
 
B
 
 
 
C
 
 
Plan Category
 
Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
 
 
 
Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights
 
 
 
Number of  Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding securities
reflected in Column A)
 
 
Equity Compensation Plans Approved by Security Holders
2007 Equity Plan
 
7,121
 
(1)
 
$29.49
 
(2)
 
12,459
 
(3)
Employee Stock Purchase Plan
 
N/A
 
  
 
N/A
 
  
 
8,233
 
  
Total-Approved Plans
 
7,121
 
  
 
$29.49
 
  
 
20,692
 
  
 
(1)
Includes approximately 7.0 million shares issuable upon vesting of RSUs that were granted under the 2007 Equity Plan, and assumes 100% performance achievement for performance-based RSUs granted in fiscal year 2017. In May 2017, the Compensation Committee determined the actual number of RSUs earned based on performance achievement for performance-based RSUs awarded in fiscal year 2017. For more information on the number of RSUs at 100% performance achievement and the actual performance achievement for performance-based RSUs awarded in fiscal year 2017, see the table under "EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Compensation Components—Long-Term Equity Incentive Compensation."
(2)
The weighted-average exercise price does not take into account shares issuable upon vesting of outstanding RSUs, which have no exercise price.
(3)
On July 26, 2006, the stockholders approved the adoption of the 2007 Equity Plan and authorized 10,000,000 shares to be reserved for issuance thereunder. The 2007 Equity Plan, which became effective on January 1, 2007, replaced both the Company's 1997 Stock Plan (which expired on May 8, 2007) and the Supplemental Stock Option Plan. On August 9, 2007, August 14, 2008, August 12, 2009, August 11, 2010, August 10, 2011, August 8, 2012, August 14, 2013, August 13, 2014, and August 10, 2016, our stockholders authorized the reserve of an additional 5,000,000 shares, 4,000,000 shares, 5,000,000 shares, 4,500,000 shares, 4,500,000 shares, 3,500,000 shares, 2,000,000 shares, 3,000,000, and 2,500,000, shares respectively. All of the shares reserved for issuance under the 2007 Equity Plan may be granted as stock options, stock appreciation rights, restricted stock, or RSUs.



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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This section of the proxy statement explains our compensation programs in general, and how they operate with respect to our named executive officers in particular. This year, our "named executive officers" are our CEO, CFO, the three other most highly compensated executive officers as well as our former CFO serving during fiscal year 2017, as follows:
Moshe N. Gavrielov, President and Chief Executive Officer
Lorenzo A. Flores, Senior Vice President and Chief Financial Officer
Victor Peng, Chief Operating Officer
Krishna Rangasayee, Executive Vice President, Global Sales
Vincent L. Tong, Executive Vice President, Global Operations and Quality
Jon A. Olson, former Executive Vice President and Chief Financial Officer
The titles above for Messrs. Peng and Rangasayee reflect their titles as of April 10, 2017. During fiscal year 2017, Mr. Peng served as our Executive Vice President and General Manager of Products and Mr. Rangasayee served as our Senior Vice President and General Manager, Global Sales and Markets.
Mr. Olson stepped down as CFO in May 2016, and provided transition services until retiring from the Company in July 2016; he is included as a "named executive officer" for fiscal year 2017 as required by the SEC rules.
Executive Summary
Financial Performance for Fiscal Year 2017
Xilinx achieved success on many fronts during fiscal year 2017, including increased net revenues over the prior fiscal year. Following are some financial and product highlights from fiscal year 2017:
Overall net revenues were $2.35 billion, up 6% compared to the prior fiscal year
Gross margin for the full fiscal year increased to approximately 70%, and operating margin was 30%
Cash flow from operations was $934.1 million
Revenues from our Advanced Products reached $1.08 billion, a 45% increase over the prior fiscal year
Our 20nm products revenue exceeded $200.0 million for the year
Our 16nm products gained wider customer acceptance, shipping to over 450 customers, up from over 100 at the beginning of the year
We returned $522.0 million to our stockholders through our stock buyback program
We paid stockholders a record $332.5 million in dividends
Our total stockholder return on an annualized basis over the prior 1-, 3-, and 5-year periods was 25%, 5%, and 13%, respectively.
Highlights of Executive Compensation Actions for Fiscal Year 2017
In line with our performance and compensation objectives, the Compensation Committee approved the following compensation actions for our executive officers, including the named executive officers, for fiscal year 2017:
Increased base salary for Mr. Tong by 4.9% to $425,000 from $405,000 and set the base salary for Mr. Flores to $400,000 in connection with his appointment as CFO;
Made cash incentive compensation payments to the named executive officers during fiscal year 2017, which, on average represented approximately 107.0% of their target cash incentive bonuses, excluding Mr. Olson, who did not receive any incentive compensation for fiscal year 2017. We paid the following cash incentive payments to our named executive officers during fiscal year 2017: $1,290,000 to Mr. Gavrielov, $316,116 to Mr. Flores, $543,500 to Mr. Peng, $334,960 to Mr. Rangasayee, and $456,300 to Mr. Tong; and
Awarded performance-based restricted stock units (RSUs) to our named executive officers. We did not grant time-based equity awards to purchase shares of our common stock to any of our named executive officers during fiscal year 2017.

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Pay for Performance Analysis
Our executive compensation program is designed to motivate, engage, and retain a talented leadership team and to appropriately reward them for their contributions to our business. Our performance measurement framework consists of a combination of financial, operational, and strategic/individual performance metrics that provide a balance between short-term results and drivers of long-term value.
We provide our named executive officers with three primary elements of pay: base salary, cash incentive compensation, and long-term equity compensation. The performance-based incentives, consisting of cash incentive compensation and equity compensation, together constitute the largest portion of target total direct compensation for the named executive officers. Our long-term equity awards for executive officers are 100% performance-based. The following charts show the pay mix for (i) our CEO and (ii) the other named executive officers for fiscal year 2017, except for Mr. Olson, who retired from the Company in July 2016:
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=5
The percentages above were calculated using salary, cash incentive compensation, fair value of equity awards, and all other compensation as reported for fiscal year 2017 in the Summary Compensation Table, except for Mr. Olson, who retired in July 2016.
Fiscal Year 2017 Performance-Based Incentive Compensation Framework
Our annual and long-term incentives together provide a balanced and comprehensive view of performance and drive the Compensation Committee's executive compensation decisions. The incentive components of our executive compensation program are illustrated in the chart below and more fully discussed throughout this Compensation Discussion and Analysis section:

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Fiscal Year 2017 Performance-Based Incentive Compensation Framework
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=8
As noted above, with respect to Corporate Financial Performance, the Revenue Growth Component, which is weighted at 40%, is determined and paid annually. The Operating Profit Component, which is weighted at 30%, is operating profit as a percentage of revenue, excluding expenses related to bonus payments under our non-sales incentive compensation plans and, with Compensation Committee approval, other non-recurring adjustments or expenses that are not associated with currently planned or on-going business operations such as litigation and restructuring expenses, is determined and paid semi-annually. The Individual Performance Component is determined and paid semi-annually for all named executive officers, except for the CEO, whose Individual Performance Component is determined and paid annually. The Individual Performance Component weighting for all named executive officers is 30%; however, the weighting for the underlying product, sales/marketing, operational, and organizational objectives varies among executives. These three components were the same in fiscal year 2016; however, the weightings for the Revenue Growth Component was increased to 40% in fiscal year 2017 from 30% in fiscal year 2016 and the Individual Component was reduced to 30% in fiscal year 2017 from 40% in fiscal year 2016. These changes in weightings were intended to focus executive officers more on achieving the Company's goals for the fiscal year 2017.
Fiscal Year 2017 Key Compensation Actions
Base salary: During fiscal year 2017, Mr. Tong received a base salary increase in connection with his promotion to Executive Vice President to $425,000 from $405,000, and the Compensation Committee set the base salary for Mr. Flores at $400,000 in connection with his appointment as CFO. The Compensation Committee approved these actions related to base salary after considering several factors, including the CEO's recommendation, each of the executive's scope of responsibility, potential performance, and comparative market data.


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Annual incentive target: In fiscal year 2017, the Compensation Committee increased the annual cash incentive target as a percentage of base salary for Mr. Tong to 100% from 80%. This increase both maintained the competitiveness of the target pay levels for Mr. Tong and increased the proportion of his target total direct compensation that is performance-based. Mr. Flores' annual cash incentive target as a percent of base salary was set at 80% in connection with his appointment to CFO in fiscal year 2017. None of our other named executive officers received an increase in their annual cash incentive target as a percent of salary.
Annual incentive payout: We paid cash incentive compensation consistent with our financial results and strategic/individual performance goals set for each named executive officer. As indicated in the framework chart above, our cash incentive compensation program is designed around three components: two corporate financial components of revenue growth and operating profit, and individual performance. The achievement of these components for fiscal year 2017 was as follows:
We met the target under the Revenue Growth Component, and therefore 100% bonus was paid for this metric.
We exceeded our Operating Profit Component target in the first half of the fiscal year, resulting in a 110% payout for the first half of fiscal year 2017, and we exceeded the threshold, but did not meet our target, for payment under the Operating Profit Component in the second half of the fiscal year, resulting in a 90% payout for the second half of the year.
The payouts under the Individual Performance Component for our named executive officers (other than our CEO and former CFO) in the first half of the year ranged from 110% to 135% of target, and in the second half of the year ranged from 100% to 123% of target. The payout for Mr. Gavrielov, our CEO, under the individual performance component as a percentage of target for the year was 125%. Mr. Olson, our former CFO, retired before earning any incentive compensation for fiscal year 2017.
As a result of these performance outcomes, annual cash incentive compensation paid to our CEO was 107.5% of his target, and the average annual cash incentive compensation paid to our other named executive officers, except for Mr. Olson, was 106.7% of the average target annual cash incentive compensation for the group.
Long-term equity incentive payout: In fiscal year 2017, the equity awards granted to our named executive officers consisted solely of performance-based restricted stock units (RSUs) that required achievement of specific Company performance objectives, as well as continued employment to become earned and vested. In fiscal year 2017, the Company exceeded the payout thresholds for all four performance measures indicated on the framework chart above. As a result, each named executive officer earned 140.4% of the target number of shares granted, and one third of such earned shares will vest in each of July 2017, July 2018, and July 2019.

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The following table summarizes these key fiscal year 2017 decisions for our named executive officers:
Direct Compensation Elements for Named Executive Officers for Fiscal Year 2017
 
 
 
 
 
 
Performance-Based Incentive Compensation
 
 
 
 
 
 
Cash
 Incentive Award
 
Long-term Equity
Incentive Award
Name
 
2017 Salary (1)
($)
 
Salary
Increase
From Prior Year (2)
(%)
 
Target Award (3)
($)
 
Actual Award
($)
 
Actual Award as a Percentage of Target
(%)
 
Target RSU Award (Shares)
 
Actual RSU Award (Shares)
 
Actual RSUs Earned as a Percentage of Target
(%)
Moshe N. Gavrielov
 
$800,000
 
 
$1,200,000
 
$1,290,000
 
107.5%
 
98,500
 
138,294
 
140.4%
Lorenzo A. Flores
 
$400,000
 
 
$311,808
 
$316,116
 
101.4%
 
27,500
 
38,610
 
140.4%
Victor Peng
 
$500,000
 
 
$500,000
 
$543,500
 
108.7%
 
27,500
 
38,610
 
140.4%
Krishna Rangasayee
 
$395,000
 
 
$316,000
 
$334,960
 
106.0%
 
20,000
 
28,080
 
140.4%
Vincent L. Tong
 
$425,000
 
4.9%
 
$420,000
 
$456,300
 
108.6%
 
27,500
 
38,610
 
140.4%
Jon A. Olson
 
$500,000
 
 
 
 
 
 
 
(1) Salary represents the amount approved by the Compensation Committee. The actual salary earned during fiscal year 2017 for a named executive officer may be less than the annual base salary approved by the Compensation Committee for various reasons, including the timing of salary increases and an executive's departure from the Company.
(2) The salary increase percentages compare fiscal years 2017 and 2016 salary information for the named executive officers, as set forth below under "EXECUTIVE COMPENSATION—Summary Compensation Table." Mr. Flores received a salary increase in connection with his appointment as our CFO in fiscal year 2017; however, such increase is not disclosed in this table, as he was not a named executive officer in fiscal year 2016.
(3) Target awards are determined by multiplying the named executive officer's actual salary earned during fiscal year 2017 by the executive's target bonus percentage, which was 150% for Mr. Gavrielov, our CEO, 100% for Messrs. Peng and Tong, and 80% for Messrs. Flores and Rangasayee. Mr. Olson stepped down as CFO in May 2016, and retired in July 2016, before becoming eligible for any fiscal year 2017 cash incentive awards or grant of any long-term equity incentive awards (RSUs).
CEO Performance and Pay Alignment
Each year, the Compensation Committee assesses our CEO's actual compensation relative to our financial performance. The following graphs show a five-year history of our financial results and the CEO's annual cash incentive compensation as a percentage of his target cash incentive compensation for the applicable fiscal year:
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=7
(1) Operating profit as a percentage of revenue and revenue are based on Generally Accepted Accounting Principles (GAAP).
 
The charts above show that as our GAAP operating profit and revenue have fluctuated, our CEO's cash incentive award has correspondingly changed.

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Governance Policies and Practices
We maintain several policies and practices to help ensure our overall program reflects sound governance standards. These include the following:
What We Do
 
What We Don't Do
þ
Maintain a Completely Independent Compensation Committee.  The Compensation Committee determines our compensation strategy for executive officers and consists solely of independent directors.
 
ý
No Excise Tax Gross-Ups related to a Change of Control. We do not provide excise tax gross-ups related to a change of control of the Company.
 
 
 
 
 
þ
Maintain Independent Compensation Advisor.  The Committee engages an independent compensation consultant to provide independent analysis, advice, and guidance on executive compensation.
 
ý
Do Not Permit Hedging or Short Sales.  We prohibit employees, including our executive officers, from engaging in transactions or arrangements that are intended to increase in value based on a decrease in value of Company securities, such as short sales or put options.
 
 
 
 
 
þ
Annual Executive Compensation Review.  The Committee performs an annual review of our executive compensation strategy, including a review of our compensation peer group and a review of our compensation-related risk profile.
 
ý
Do Not Permit Pledging. We prohibit our employees, including executive officers, from holding Company securities in a margin account or pledging Company securities.
 
 
 
 
 
þ
Pay-for-Performance Philosophy.  Our cash incentive compensation and long-term equity programs for executives are based on the Company's and individual executive's performance.
 
ý
No SERP or Defined Benefit Plans. We do not provide a Supplemental Executive Retirement Plan (SERP) or a defined benefit plan.
 
 
 
 
 
þ
Compensation at Risk.  A significant portion of compensation for our executives is based on the performance of both the Company and the individual executive.
 
ý
No Dividends or Dividend Equivalents Payable on Unvested Equity Awards. We do not pay dividends or dividend equivalents on unvested equity awards.
 
 
 
 
 
þ
Performance-Based Equity Awards. Our executive officers mainly receive only performance-based restricted stock units (RSUs).
 
ý
No Special Perquisites.  We do not generally provide perquisites to our executive officers, other than benefits with broad-based employee participation that are standard in the technology sector, such as our employee stock purchase plan.
 
 
 
 
 
þ
Robust Stock Ownership Guidelines.  We have executive stock ownership guidelines and holding requirements that cover our Section 16 executive officers.
 
ý
No Stock Option Repricing. Our 2007 Equity Plan does not permit repricing of out-of-the-money options or stock appreciation rights for shares of our common stock to a lower exercise or strike price without approval of our stockholders.
 
 
 
 
 
þ
Claw-Back Policy. We have a claw-back, or recoupment, policy that covers all elements of our incentive compensation program.
 
 
 
 
 
 
 
 
þ
Annual Stockholder Advisory Votes on Executive Compensation. We conduct an annual stockholder advisory vote on our executive compensation program.
 
 
 
 
 
 
 
 
þ
Double-Trigger Change of Control Benefits. Change of control benefits require a change in control and termination of employment (double trigger) rather than benefits triggered solely on the change of control (single trigger).
 
 
 

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2016 Stockholder Advisory Vote on Compensation
We have held an annual non-binding advisory vote on executive compensation of our named executives in our proxy statements since our annual meeting in 2011. The following shows the percentage of stockholder approval for the executive compensation of our named executive officers for the past five years:
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=12
The chart above shows that at our 2016 Annual Meeting of Stockholders, the most recent non-binding stockholder vote on executive compensation of our named executive officers, 92.7% of stockholder votes cast were in favor of our executive compensation program.
The Compensation Committee was mindful of this strong stockholder support of our compensation philosophy and objectives when evaluating our executive compensation policies and practices throughout fiscal year 2017. Accordingly, and as a result of the favorable say-on-pay vote, the Company continued its general approach to executive compensation, emphasizing performance-based compensation. In fiscal year 2017, the Committee awarded only performance-based RSUs to our executive officers, including our named executive officers, in order to directly link all of the executives' equity compensation to Company performance and increase the executives' focus on key long-term drivers of value.
The Board has adopted a policy providing for an annual advisory vote on the compensation of our named executive officers. This policy is consistent with our stockholders' preference in August 2011 on the frequency of future advisory votes on compensation for our named executive officers. This year, stockholders are being asked again to indicate their preference for the frequency of future advisory votes on compensation for our named executive officers, as set forth below in Proposal Four.
Compensation Philosophy and Objectives
Role of the Compensation Committee
The Compensation Committee, in consultation with the CEO for our other executive officers, is responsible for establishing our compensation and benefits philosophy and strategy. The Compensation Committee also oversees our general compensation policies and sets specific compensation levels for corporate officers, including the named executive officers. The Compensation Committee, together with the independent directors, evaluates the CEO's performance, and the Compensation Committee determines CEO compensation. In determining compensation strategy, the Compensation Committee reviews market competitive data to ensure that we are able to attract, motivate, reward, and retain quality employees, including the named executive officers. The Compensation Committee has the authority to engage its own independent advisors to assist in carrying out its responsibility and has done so, but may not delegate its authority to such advisors.
Compensation Consultant
In fiscal year 2017, the Compensation Committee retained two firms to act as its independent compensation consultant. Semler Brossy LLC (Semler Brossy) advised the Compensation Committee until August 2016, at which time Compensia, Inc. (Compensia) began advising the Compensation Committee. Compensia and Semler Brossy both reported directly to the Compensation Committee and not to management. Both Compensia and Semler Brossy provided the Compensation Committee with general advice on compensation matters, including reviewing the composition of the peer group, providing compensation data related to executives at the selected companies in the peer group and providing advice on our executive officers' compensation generally. Based on the above and its review of the factors set forth under Rule 10C-1 of the Exchange Act and in the NASDAQ listing requirements, the Compensation Committee assessed the independence of Compensia and Semler Brossy and concluded that no conflict of interest exists that would prevent either from independently advising the Compensation Committee during fiscal year 2017. In fiscal year 2017, the Compensation Committee met regularly in executive session with its independent compensation

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consultant without management present. Neither Compensia nor Semler Brossy provided any additional services to the Company other than the services for which it was retained by the Compensation Committee, and the Compensation Committee is not aware of any conflict of interest that exists that would otherwise prevent Compensia from having been independent during fiscal year 2017. The Company paid the cost for services provided by Semler Brossy and pays the costs for Compensia's services.
Primary Objectives
The primary objectives of the Compensation Committee with respect to determining executive compensation are to attract, motivate, and retain talented employees and to align executives' interests with those of stockholders, with the ultimate objective of improving stockholder value. It is the philosophy of the Compensation Committee that the best way to achieve this is to provide executives with compensation that is based on their level of performance against specific goals, which are aligned with our overall strategy, thereby compensating executives on a "pay for performance" basis.
To achieve these objectives, the Compensation Committee has implemented compensation plans that tie a significant portion of executives' overall compensation to our financial and product-related performance, including operating profit, revenue growth, product revenue, technology leadership, and quality leadership. Overall, the total compensation opportunity is intended to create an executive compensation program that is competitive with comparable companies. The comparable companies considered by the Compensation Committee are described more fully below.
For fiscal year 2017, the Compensation Committee approved the 2017 Executive Incentive Plan (2017 Incentive Plan), a short-term incentive plan described in greater detail below. Bonus payments to our executives varied with the Company's performance during the fiscal year, as well as with their individual performance. This design was intended to accomplish the Company's goal of aligning executives' interests with those of stockholders by encouraging the executives to work diligently toward the success of the Company, and to reward, as appropriate, achievement of semi-annual and annual objectives.
The Company also advances its objectives of aligning executives' interests with the interests of stockholders through its 2007 Equity Plan. The purpose of the 2007 Equity Plan is to promote the success of our business by encouraging equity ownership in the Company. In particular, the 2007 Equity Plan provides officers with incentive to exert maximum effort toward the success of the Company and to participate in such success through acquisition and retention of our common stock.
Procedural Approaches to Accomplish Compensation Objectives
The Compensation Committee believes that the compensation provided to our executives, including the named executive officers, should include both cash and stock-based compensation that rewards performance as measured against established goals.
Peer Group Data
The Compensation Committee directed Semler Brossy to develop a group of peer companies for purposes of examining, determining, and setting compensation for our executives for fiscal year 2017. The criteria for determining which companies to include in the peer group included all or some of the following criteria: (i) they operate in a similar industry as the Company; (ii) they are of roughly similar size (as measured by revenues and aggregate market capitalization) as the Company; (iii) they have profitability and price-to-sales ratio similar to those of the Company; and (iv) they are companies against whom the Company competes for talent.
After receiving and discussing Semler Brossy's report, the Compensation Committee approved the peer group companies for fiscal year 2017 in the third quarter of fiscal year 2016. The Compensation Committee removed Altera Corporation from the peer group for fiscal year 2017 because it was acquired by Intel Corporation, and added Microsemi Corporation, because it aligned with the Company in many business aspects. Following are the peer group companies for fiscal year 2017:
•   Advanced Micro Devices, Inc.

•   Analog Devices, Inc.

•   Atmel Corporation

•   Autodesk, Inc.

•   Avago Technologies Limited

•   Broadcom Corporation

•   Brocade Communications Systems Inc.

•   Cadence Design Systems, Inc.
 
•   Cypress Semiconductor Corporation

•   Fairchild Semiconductor International Inc.

•   KLA-Tencor Corporation

•   LAM Research Corporation

•   Linear Technology Corporation

•   Marvell Technology Group Ltd.

•   Maxim Integrated Products Inc.
 
•   Microchip Technology Inc.

•   Microsemi Corporation

•   Nvidia Corporation

•   ON Semiconductor Corporation

•   Sandisk Corporation

•   Skyworks Solutions, Inc.

•   Synopsys, Inc.

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A summary of the four quarter trailing revenue by quartile and market capitalization of peer group companies at the time the Compensation Committee finalized the peer group of companies in the third quarter of fiscal year 2016 for its fiscal year 2017 compensation decisions is as follows:
Peer Group Four-Quarter Revenue and Market Capitalization for Fiscal Year 2017 Compensation Decisions
 
 
Peer Group Financials (1)
Quartile
 
Four Quarter Trailing Revenue
($ in millions)
 
Market Capitalization
($ in millions)
75th Percentile
 
3,520
 
12,868
50th Percentile
 
2,508
 
10,320
25th Percentile
 
1,684
 
4,348
Xilinx, Inc.
 
2,237
 
12,271
(1) Data is based on available market information as of September 2015.
Data on the compensation practices of the peer group is generally gathered through searches of publicly available information, including publicly available databases. In preparing its report, Semler Brossy reviewed data from Radford Surveys + Consulting (Radford), specifically the Radford Global Technology Survey, as well as the proxy statements for each of the peer group companies. Peer group data is gathered with respect to base salary, bonus targets, and equity awards. The Radford survey reflects more current information than the information found through publicly available sources. Although some of the peer group companies no longer exist today due to corporate events, such as mergers, all of the peer group companies identified above participated in the Radford survey at the time compensation decisions were made during fiscal year 2017, except for Cypress Semiconductor Corporation and Maxim Integrated Products, Inc.
Based on the chart above, our revenue approximated the 50th percentile of the peer group companies and our market capitalization approximated the 75th percentile of the peer group companies at the time the peer group was approved.
In determining adjustments to executive compensation, the Compensation Committee not only reviews and considers the compensation advice and analysis provided by its independent compensation consultant and publicly available information of compensation offered by the applicable comparative market data, but also reviews the Radford survey and takes into consideration other relevant factors as described in this Compensation Discussion and Analysis. While the Compensation Committee looks at the external market data (both the Radford survey data and peer company data), it does not target any specific pay percentile within those companies for purposes of setting cash and equity compensation levels. Rather, the Compensation Committee uses the peer group information merely as a guide to determine whether we are generally competitive in the market.
CEO Evaluation and Compensation Determination
The Compensation Committee annually reviews the performance of the CEO in light of the goals and objectives of our executive compensation plans, and approves CEO compensation. The review of the performance and compensation of the CEO and all other named executive officers is conducted annually during the period commencing around the middle of May, which is called our "Focal Review Period." The Compensation Committee uses both objective data from peer group companies, including comparing compensation paid to CEOs in the peer group, and subjective policies and practices, including assessment of the CEO's achievements and contribution to the Company, to determine his compensation. In determining the long-term incentive component of the CEO's compensation, the Compensation Committee considers a number of relevant factors, including the Company's performance and relative stockholder return, the value of similar awards to CEOs of the peer group companies, the awards given to the CEO in prior years, and formal feedback from the independent directors. To provide further assurance of independence, the Compensation Committee's compensation consultant provides its recommendation for CEO compensation. The independent compensation consultant prepares analysis showing competitive CEO compensation among the peer group for the individual elements of compensation and total direct compensation. Then, the independent compensation consultant provides the Compensation Committee with a range of recommendations for any change in the CEO's base salary, annual incentive target, and equity grant value. The recommendations take into account the peer group competitive pay analysis, expected future pay trends, and importantly, the position of the CEO in relation to other senior executives and proposed pay actions for all key employees of the Company. The range allows the Compensation Committee to exercise its discretion based on the CEO's individual performance and other factors.

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Evaluation of Other Named Executive Officers and Compensation Determination
The CEO works with the Compensation Committee in establishing the compensation and benefits philosophy and strategy for our executives and also makes specific recommendations to the Compensation Committee with respect to the individual compensation for each of the executive officers, including the named executive officers other than himself. With respect to the named executive officers, the Compensation Committee annually reviews, with the CEO, each executive's performance in light of the Company's goals and objectives, and approves their compensation. The Compensation Committee also considers other relevant factors in approving the level of such compensation, including each executive officer's performance during the year, specifically an officer's accomplishments, areas of strength, and areas of development, the executive's scope of responsibility and contributions to the Company, and the executive's experience and tenure in the position. During the Focal Review Period, the CEO and members of our human resources department evaluate each named executive officer's performance during the year based on the CEO's knowledge of each named executive officer's performance, individual self-assessment, and feedback provided by the named executive officer's peers and direct reports. The CEO also reviews compensation data gathered from Radford as well as from publicly available information and identifies trends and competitive factors to consider in adjusting compensation levels of the named executive officers. The CEO then makes a recommendation to the Compensation Committee as to each element of each named executive officer's compensation.
Compensation Components
Our executive compensation is divided into three components: base salary, incentive cash compensation, and long-term equity compensation. The following table summarizes these elements of compensation:
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=6

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Base Salary
During fiscal year 2017, the Compensation Committee reviewed the base salaries of our named executive officers focusing on the competitiveness of their salaries. After comparing their current salaries to the base salary levels at the companies in our peer group, as well as considering the roles and responsibilities and potential performance of the named executive officers, the Compensation Committee increased the base salaries of two of our named executive officers in fiscal year 2017, as set forth in the following table:

Named Executive Officer Salary Adjustments
Named Executive Officer
 
Fiscal Year 2017 Salary (1) ($)
 
Fiscal Year 2016 Salary (1) ($)
 
Percent Change
(%)
Moshe N. Gavrielov
 
800,000
 
800,000
 
—%
Lorenzo A. Flores
 
400,000
 
— (2)
 
— (2)
Victor Peng
 
500,000
 
500,000
 
—%
Krishna Rangasayee
 
395,000
 
395,000
 
—%
Vincent L. Tong
 
425,000
 
405,000
 
4.9% (2)
Jon A. Olson
 
500,000
 
500,000
 
—%
(1) These amounts reflect the base salaries approved for a particular fiscal year, and not the actual earnings for the respective named executive officer, which earnings may be different due to certain factors, such as the timing of approved salary increases.
(2) Mr. Tong's base salary was increased based on his performance and comparative market data. Mr. Flores' base salary was set at $400,000 in connection with his appointment to CFO in fiscal year 2017.
Incentive Cash Compensation
In fiscal year 2017, the Compensation Committee adopted the 2017 Incentive Plan. The cash incentive targets for four of our named executive officers remained the same in fiscal year 2017, as follows: Mr. Gavrielov, 150%; Mr. Peng, 100%, Mr. Olson, 100%, and Mr. Rangasayee, 80%. The cash incentive target for Mr. Tong was increased to 100% of his annual base earnings, up from 80% in fiscal year 2016, and Mr. Flores' cash incentive target was increased to 80% of his annual base earnings upon his appointment as CFO. The cash incentive target increases for Messrs. Tong and Flores maintained the competitiveness of our target pay levels and increased the proportion of their total pay that is performance-based. Mr. Olson retired before earning any incentive compensation for fiscal year 2017.
Under the 2017 Incentive Plan, cash bonuses for the named executive officers were based on each executive's earnings and then determined using three different components, each with a different weighting: (1) our operating profit as a percentage of revenue determined in accordance with GAAP but excluding payments under our non-sales incentive plans and, with Compensation Committee approval, other unusual charges (OP Component), weighted at 30%; (2) our annual revenue growth (Growth Component), weighted at 40%; and (3) the individual performance component (Individual Performance Component) based on the achievement of performance goals pertaining to such officer's position and responsibilities, weighted at 30%. For fiscal year 2017, the three components and the weighting of the OP Component at 30% were the same as for fiscal year 2016; however, the weighting for the Growth Component increased to 40% from 30%, and the weighting for the Individual Performance Component decreased to 30% from 40%. These changes in weightings were intended to focus executive officers more on achieving the Company's goals for the fiscal year 2017. The OP Component is paid on a semi-annual basis, the Growth Component is paid on an annual basis, and the Individual Performance Component is paid on a semi-annual basis for all named executive officers, except our CEO, whose Individual Performance Component is paid on an annual basis.
We exceeded the operating profit objective in the first half of the year, resulting in a 110% payout for the first half of the year under the OP Component, and we exceeded the threshold, but were below our target for the operating profit objective in the second half of the year, resulting in a 90% payout for the second half of the year under the OP Component. Payouts to the named executive officers (other than the CEO) under the Individual Performance Component for the first half of the fiscal year ranged from 110% to 135% of target. In the second half of the fiscal year, the payouts to the named executive officers (other than our CEO and our former CFO) under the Individual Performance Component ranged from 100% to 123% of target. The payout to Mr. Gavrielov, our CEO, under the Individual Performance Component was 125% of target, which was measured annually rather than semi-annually. The Company met the target payout under the Growth Component, and therefore 100% bonus was paid for this metric. The following table shows the annual performance achievement as a percentage of target by our named executive officers under the 2017 Incentive Plan:

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Named Executive Officer Actual Incentive Cash Compensation as a Percent of Target
Name
 
Target Incentive Award (1)
($)
 
Actual Incentive Award
($)
 
Actual Incentive Award
as a Percent of Target
(%)
Moshe N. Gavrielov
 
1,200,000
 
1,290,000
 
107.5
Lorenzo A. Flores
 
311,808
 
316,116
 
101.4
Victor Peng
 
500,000
 
543,500
 
108.7
Krishna Rangasayee
 
316,000
 
334,960
 
106.0
Vincent L. Tong
 
420,000
 
456,300
 
108.6
Jon A. Olson
 
 
 
(1) Amount is based on the executive's actual earnings, which, due to the timing of salary increases, may be less than the annual base salary approved by the Compensation Committee in fiscal year 2017. Mr. Olson retired before earning any incentive compensation for fiscal year 2017.
Each component is described in more detail under the sections entitled "Operating Profit Component," "Revenue Growth Component," and "Individual Performance Component."
Operating Profit Component
The OP Component is defined as our operating profit as a percent of revenue, excluding expenses related to bonus payments made under our non-sales incentive compensation plans and, with Compensation Committee approval, other non-recurring adjustments or expenses that are not associated with currently planned or on-going business operations, such as litigation and restructuring expenses. The goal in the OP Component is to continually manage and reduce costs and enhance profitability. For purposes of the 2017 Incentive Plan, the OP Component is calculated on a semi-annual basis using the financial results for the fiscal six-month period, and is weighted 30%.
The OP Component is subject to a threshold range for any payout and contains a multiplier that increases payout under this component depending on Company performance. For fiscal year 2017, the maximum multiplier was 2.0. The table below summarizes the general progression of the OP Component Multiplier for fiscal year 2017:
OP Component Scale (Abbreviated)
Operating Profit %
(FY2017)
  
OP Component
Multiplier
<21
  
0.0
22
 
0.1
23
  
0.2
...
 
...
30
  
0.9
31 - 33
  
1.0
34
 
1.1
35
 
1.2
36
 
1.3
...
 
...
42
 
1.9
43
 
2.0
In fiscal year 2017, we exceeded our OP Component target in the first half of the year, resulting in a 1.1 multiplier based on an operating profit of 34%, and we exceeded the threshold, but were below target for the second half of the year, resulting in a 0.9 multiplier based on an operating profit of 30%, as follows:

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OP Component Multipliers for Fiscal Year 2017
Period
 
Actual
OP Component
(%)
 
OP Component
Multiplier
First Half
 
34
 
1.1
Second Half
 
30
 
0.9
Revenue Growth Component
The Growth Component measures increases in the Company's revenue growth year-over-year and rewards increases over a certain minimum threshold. In order to focus the Company on achieving its revenue goals during fiscal year 2017, the weighting of the Growth Component increased to 40% in fiscal year 2017 (from 30% last fiscal year) and the scale for payout included both a higher threshold for payout this fiscal year (1%) than last fiscal year (0.25%) and required achievement of higher levels of revenue growth before payout than last fiscal year. The Growth Component is measured and paid on an annual basis. In fiscal year 2017, the minimum increase in year-over-year revenue growth for payment was 1.0%. Once the Company achieved a full 1.0% year-over-year revenue growth, then the Growth Component multiplier (Growth Component Multiplier) equaled 0.10. For achievement of a full 2.0% year-over-year revenue growth, the Growth Component Multiplier equaled 0.20. Then, for every full 0.50% increase in year-over-year revenue growth, the Growth Component Multiplier increased by 0.10, until at a 6.0% increase in year-over-year revenue growth, the Growth Component Multiplier equaled 1.0. Then, for every full percentage point increase above 6%, the Growth Component Multiplier increased by 0.2, until reaching 11% year-over-year revenue growth, at which point the multiplier was capped at 2.0. The table below summarizes the general progression of the Growth Component multiplier for fiscal year 2017:
Growth Component Scale (Abbreviated)
Revenue Growth
(Year-over-Year in FY2017)
  
Growth Component
Multiplier
0.00%
  
0.00
1.00%
 
0.10
2.00%
 
0.20
2.50%
 
0.30
3.00%
 
0.40
...
 
...
6%
 
1.00
7%
 
1.20
8%
  
1.40
9%
  
1.60
10%
 
1.80
11%
 
2.00
In fiscal year 2017, the Company achieved its 6% target for the Growth Component threshold, and therefore the Growth Component Multiplier equaled 1.0 for that performance metric.
Individual Performance Component
Under the Individual Performance Component, each named executive officer received up to a maximum of ten individual goals for each performance period, with each goal assigned a weighting depending on the value of the goal. The performance period for the named executive officers, except the CEO, was each semi-annual period, and for the CEO, the performance period was the full fiscal year. The threshold for any payout under the Individual Performance Component was 50% overall achievement and the maximum performance was capped at 150% (Individual Performance Multiplier).
Each individual goal under the Individual Performance Component (1) was directly related to the Company's business objectives and (2) corresponded to such executive's position and responsibilities. The goals for the named executive officers related to the broader corporate goals within the following categories:
Product objectives. Goals related to product innovation and development, product quality and product schedules fell within this category.
Sales and marketing objectives. Goals related to revenue, design wins, marketing strategies, and product launches fell within this category.

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Operational objectives. Goals related to fiscal discipline, cost reductions, business efficiencies, and profitability fell within this category.
Organizational objectives. Goals related to the implementation of employee performance and compensation programs, succession planning, and compliance fell within this category.
For the named executive officers other than the CEO, the CEO, in consultation with each executive, assigned a weight to each goal which was measured in proportion to how that goal corresponded to the importance of the business objective involved. These goals and assigned weightings for the non-CEO named executive officers were provided to the Compensation Committee for its review at the beginning of each semi-annual period. At the end of each semi-annual period, the CEO reviewed with each executive the executive's performance for the period and then determined each executive's level of achievement for each goal on a scale of 0% to 150%. Based on the CEO's determination of the executive's level of goal achievement, the CEO then recommended to the Compensation Committee an Individual Performance Multiplier, on a scale of 0.0 to 1.5, for each named executive officer. After reviewing the CEO's semi-annual assessment and recommendation, the Compensation Committee determined and approved the multiplier and semi-annual payout for each named executive officer.
For the CEO, the Compensation Committee, in consultation with the CEO, determined each of the CEO's goals, which were measured in proportion to the importance of that goal to the business. At the end of the annual period, the CEO self-assessed his achievement of each goal on the same 0% to 150% scale and submitted the self-assessment to the Compensation Committee. After reviewing the CEO's self-assessment and making its own evaluation of the CEO's performance, the Compensation Committee discussed its recommendation of the CEO's multiplier and annual payout with the independent members of the Board outside the presence of the CEO. The Compensation Committee determined and then approved the CEO's payout amount. In assessing the CEO's achievements and approving his compensation, the Compensation Committee and independent directors considered his achievements within a broader set of expectations including strategic leadership, organizational quality and effectiveness, management abilities, and responsiveness to economic conditions.
The Individual Performance Component, which was weighted 30%, was paid semi-annually for all named executive officers, except the CEO, in fiscal year 2017. The Individual Performance Component was paid annually for the CEO in fiscal year 2017. A summary of each named executive officer's individual performance goals is set forth in the footnotes in the table below titled "Named Executive Officer Incentive Cash Bonus Awards for Fiscal Year 2017."
Calculations of Payouts for Named Executive Officers
The cash incentive bonus payouts are calculated slightly differently for our CEO compared to our other named executive officers, because the Individual Performance Component is determined on an annual basis for our CEO, but is determined on a semi-annual basis for all other named executive officers.

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Cash Incentive Payout for Named Executive Officers, except our CEO
The calculation to determine the cash incentive bonus payout for our named executive officers, except our CEO, is shown below:
Named Executive Officer (Other than CEO) Cash Incentive Bonus Calculationhttp://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=9
As shown in the chart above, the cash incentive bonus payout for our named executive officers, except our CEO, for the first half of the fiscal year was determined by multiplying the multipliers for the OP Component and the Individual Performance Component by their weights, each 30%, then by the named executive officer's target bonus percentage, and then by the named executive officer's salary earned in the first half of the year.
As also shown in the chart above, the cash incentive bonus for the second half of the year was calculated similar to the first half of the year for our named executive officers (other than our CEO), except that the Growth Component, which is measured and paid on an annual basis, was added to the overall second half calculation, as follows:
[OP Component Weighting (30%) x OP Component Multiplier x Target Bonus % x Second Half Fiscal Year Earnings] + [Individual Performance Component Weighting (30%) x Individual Performance Component Multiplier x Target Bonus % x Second Half Fiscal Year Earnings] + [Growth Component Weighting (40%) x Growth Component Multiplier x Target Bonus % x Annual Earnings] = Second Half Payout for Non-CEO Named Executive Officers
Cash Incentive Payout for our CEO
The calculation to determine the cash incentive bonus payout for our CEO is shown below:

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CEO Cash Incentive Bonus Calculation
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11635995&doc=4
Unlike the other named executive officers and as shown in the chart above, our CEO's cash incentive bonus calculation in the first half of the year did not include his Individual Performance Component, which, for the CEO, is calculated on an annual basis.
The CEO's first half incentive bonus included only the OP Component and was calculated by multiplying the OP Component multiplier by the weighting (30%), by the CEO's target bonus percentage and then by the CEO's earnings in the first half of the fiscal year. The CEO's cash incentive bonus for the first half of the fiscal year was paid shortly after the end of the first half of the fiscal year.
Because the Growth Component and the CEO's Individual Performance are determined on an annual, rather than on a semi-annual, basis, the CEO's payout for the second half of the fiscal year was calculated similar to the first half of the year, except in the second half of the year, the Growth Component and the CEO's Individual Performance Component were added to the overall second half of the year calculation, as follows:
[OP Component Weighting (30%) x OP Component Multiplier x Target Bonus % x Second Half Fiscal Year Earnings] + [Individual Performance Component Weighting (30%) x Individual Performance Component Multiplier x Target Bonus % x Annual Earnings] + [Growth Component Weighting (40%) x Growth Component Multiplier x Target Bonus % x Annual Earnings] = CEO Second Half Payout
Incentive Cash Bonus Amounts for Fiscal Year 2017
The target and actual incentive bonus amounts for fiscal year 2017 for our named executive officers, based on the achievement against financial goals (discussed above) and achievement against the individual performance goals (as discussed in the footnotes below) were as follows:

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Named Executive Officer Incentive Cash Bonus Awards for Fiscal Year 2017
 
 
 
 
 
 
 
 
Bonus Actually Paid ($)
 
 
Named
Executive
Officer
 
Base
Salary (1)
($)
 
Target Incentive Bonus as a Percentage of Base Salary
(%)
 
Target Incentive
Bonus
($)
 
First Half
Financial
Metrics (2) 
($)
 
First Half
Individual
Performance
($)
 
 
 
Second  Half
Financial
Metrics (3)
($)
 
Second Half (Annual for CEO)
Individual
Performance
($)
 
 
 
Total  Incentive
Bonus
Actually 
Paid
($)
 
Bonus
Actually
Paid as
Percentage
of Target Incentive Bonus
(%)
Moshe N. 
Gavrielov
 
800,000

 
150
 
1,200,000

 
198,000

 

 
  
 
642,000

 
450,000

 
(4)
 
1,290,000

 
107.5
Lorenzo A. Flores
 
389,760

 
80
 
311,808

 
50,096

 
50,097

 
(5)
 
167,923

 
48,000

 
(6)
 
316,116

 
101.4
Victor Peng
 
500,000

 
100
 
500,000

 
82,500

 
101,250

 
(7)
 
267,500

 
92,250

 
(8)
 
543,500

 
108.7
Krishna Rangasayee
 
395,000

 
80
 
316,000

 
52,140

 
56,880

 
(9)
 
169,060

 
56,880

 
(10)
 
334,960

 
106.0
Vincent L. Tong
 
420,000

 
100
 
420,000

 
68,475

 
84,038

 
(11)
 
225,375

 
78,413

 
(12)
 
456,301

 
108.6
Jon A. Olson (13)
 

 
 

 

 

 
 
 

 

 
 
 

 
 
(1)
Represents the actual base salaries earned during fiscal year 2017. All salaries are evenly split between the first half and the second half of the year, except for Messrs. Flores (1H: $189,760; 2H: $200,000) and Tong (1H: $207,500; 2H: $212,500), to reflect mid-year salary increases.
(2)
The first half financial metric included only the OP Component, which was scored at 34% and resulted in a multiplier of 1.1. For more information on the OP Component, see the section above entitled "Operating Profit Component," and for more information on the calculation of cash incentive bonuses for the first half of fiscal year 2017, see the section above entitled "Calculations of Payouts for Named Executive Officers."
(3)
The second half financial metric included the OP Component and Growth Component. The OP Component for the second half was scored at 30%, which resulted in a multiplier of 0.9. The Growth Component multiplier was 1.0, because the Company achieved its target year-over-year revenue growth in fiscal year 2017. For more information on the OP Component and Growth Components, see the sections above entitled "Operating Profit Component" and "Revenue Growth Component." For more information on the calculation of the cash incentive bonuses for the second half of fiscal year 2017, see the section above entitled "Calculations of Payouts for Named Executive Officers."
(4)
Represents the actual bonus paid to Mr. Gavrielov for fiscal year 2017 based on achievement against his specific individual performance goals. For fiscal year 2017, Mr. Gavrielov earned 125% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain operational and quality goals, including product development, product delivery, product mix, and gross margin goals; (2) achievement of strategic product and portfolio goals; and (3) attainment of leadership effectiveness goals, including responsiveness to market demands (external leadership) and creating a performance-based culture (internal leadership).
(5)
Represents the actual bonus paid to Mr. Flores for the first half of fiscal year 2017 based on achievement against his specific individual performance goals. For the first half of fiscal year 2017, Mr. Flores earned 110% of his target bonus attributable to the Individual Performance Component based on: (1) driving the Company's efforts on gross margin improvements; (2) completion of key strategic initiatives and implementing various programs to improve the Company's profitability; (3) completion of goals to improve the Company's controls, compliance, and processes; and (4) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving a high performance culture.
(6)
Represents the actual bonus paid to Mr. Flores for the second half of fiscal year 2017 based on achievement against his specific individual performance goals. For the second half of fiscal year 2017, Mr. Flores earned 100% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of specific milestones related to improving the Company's gross margin; (2) completion of key strategic initiatives to improve the Company's profitability; (3) completion of goals to improve Company controls, compliance, and processes; and (4) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving an high performance culture.
(7)
Represents the actual bonus paid to Mr. Peng for the first half of fiscal year 2017 based on achievement against his specific individual performance goals. For the first half of fiscal year 2017, Mr. Peng earned 135% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain product delivery, production, and shipment

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goals; (2) achievement of certain engineering goals; (3) achievement of certain business and marketing goals; (4) achievement of certain gross margin goals; and (5) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving a high performance culture.
(8)
Represents the actual bonus paid to Mr. Peng for the second half of fiscal year 2017 based on achievement against his specific individual performance goals. For the second half of fiscal year 2017, Mr. Peng earned 123% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain silicon and software goals; (2) achievement of certain product engineering, production and customer goals; (3) achievement of certain business and marketing goals; (4) achievement of certain gross margin goals; and (5) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving a high performance culture.
(9)
Represents the actual bonus paid to Mr. Rangasayee for the first half of fiscal year 2017 based on achievement against his specific performance goals. For the first half of fiscal year 2017, Mr. Rangasayee earned 120% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of the Company's revenue plan; (2) achievement of gross margin goals; (3) achievement of certain organizational goals; (4) achievement of certain customer and productivity goals; and (5) completion of goals related to reviewing strategic talent, developing critical employee skills and driving a high performance culture.
(10)
Represents the actual bonus paid to Mr. Rangasayee for the second half of fiscal year 2017 based on achievement against his specific performance goals. For the second half of fiscal year 2017, Mr. Rangasayee earned 120% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of the Company's revenue plan; (2) achievement of gross margin goals; (3) meeting certain organizational and customer goals; and (4) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving a high performance culture.
(11)
Represents the actual bonus paid to Mr. Tong for the first half of fiscal year 2017 based on achievement against his specific individual performance goals. For the first half of fiscal year 2017, Mr. Tong earned 135% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain overall quality goals; (2) achievement of certain delinquency goals; (3) achievement of certain production and quality goals; (4) achievement of certain gross margin goals; and (5) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving a high performance culture.
(12)
Represents the actual bonus paid to Mr. Tong for the second half of fiscal year 2017 based on achievement against his specific individual performance goals. For the second half of fiscal year 2017, Mr. Tong earned 123% of his target bonus attributable to the Individual Performance Component based on: (1) achievement of certain quality and customer-related goals; (2) achievement of certain delinquency goals; (3) achievement of certain operational goals; (4) achievement of certain product production and shipment goals; (5) achievement of certain gross margin goals; and (6) achievement of goals related to developing critical employee skills, communicating corporate strategy and direction, and driving a high performance culture.
(13)
Mr. Olson retired before earning any incentive cash compensation during fiscal year 2017.
Long-Term Equity Incentive Compensation
The Compensation Committee regularly monitors the environment in which we operate and reviews and makes changes to our long-term equity incentive compensation program as necessary to help us meet our goals, including generating long-term stockholder value and attracting, motivating, and retaining talent. In fiscal year 2017, the Compensation Committee granted long-term equity incentive compensation in the form of performance-based restricted stock units (RSUs) to the named executive officers. The Compensation Committee believes that performance-based RSUs align our executives' interests with our stockholders' interests, focus attention on key drivers of long-term value, and provide a stronger retention tool for our executives. Additionally, because of their intrinsic value, RSUs allow us to issue fewer shares of common stock thereby reducing dilution to our stockholders.
For fiscal year 2017, the Compensation Committee granted only performance-based RSUs to our named executive officers, rather than a mix of performance-based and time-based RSUs to these executives as it had in prior years. The Compensation Committee believes that performance-based RSUs reinforce our pay for performance philosophy, and serve as a sufficient retention tool because of the three-year vesting schedule tied to performance-based RSUs.
The number of performance-based RSUs granted (viewed in the aggregate by value) was determined by the Compensation Committee based on performance, internal parity for executive officers at certain levels, peer group data, the pay mix between cash compensation and equity compensation, and its assessment of the retention value of existing and new equity awards. Our CEO received the largest award based on his overall responsibility for Company performance and success. Additionally, further differentiation was made between the named executive officers based on competitive market data for the peer group for their

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respective positions and the Compensation Committee's assessment of each executive's potential future contributions to the Company.
The number of performance-based RSUs earned is based on achievement of pre-established financial and operational goals at the end of a one-year performance cycle that corresponds with our fiscal year. Following the end of the fiscal year, the performance goals are evaluated and the degree of achievement is determined. The number of earned performance-based RSUs may increase with overachievement of the applicable performance goals, including up to a maximum of 182.5% of the target number of performance-based RSUs. This maximum rate was increased to 182.5% from 165% last fiscal year to focus executive officers on achieving revenue targets for our newer technology products. The number of RSUs earned may also decrease for underachievement of the performance goals, including no performance-based RSUs being earned. Once the number of earned RSUs is determined, the shares will vest in three equal annual installments, commencing with the first anniversary of the date of grant.
The four performance components applicable to the fiscal year 2017 performance-based RSUs were: (1) 28nm revenue, weighted at 40% (28nm Revenue Component), (2) 20nm and 16nm revenue, weighted at 25% (20nm/16nm Revenue Component), (3) technology leadership, weighted at 25% (Technology Component), and (4) quality leadership, weighted at 10% (Quality Component). These four components are more fully described below.
In May 2016, the Compensation Committee determined the target number of performance-based RSUs that can be earned by our named executive officers for fiscal year 2017. The target number of RSUs was determined for each named executive officer based on a tentative total grant value, which was then divided by the average closing price of our common stock during the three-month period from April 1, 2016 to July 1, 2016, and then rounded up to the closest 500 underlying RSUs. The tentative total value of the RSUs granted effective July 5, 2016 for each of our named executive officers was as follows: Mr. Gavrielov, $4,500,000; Mr. Flores, $1,250,000; Mr. Peng, $1,250,000; Mr. Rangasayee, $900,000; and Mr. Tong, $1,250,000. The tentative total value for Mr. Tong's award increased in fiscal year 2017 from $900,000 in fiscal year 2016 in connection with his promotion during fiscal year 2017 to Executive Vice President from Senior Vice President. The average closing price of our common stock from April 1, 2016 to July 1, 2016, was $45.57.
In May 2017, the data on achievement of the four fiscal year 2017 performance goals was presented to the Compensation Committee. After analyzing and reviewing the results, the Committee certified both the degree of goal accomplishment for each of the four performance-based components for fiscal year 2017 and the total number of RSUs earned and to be issued pursuant to each award. The number of shares earned under each performance-based RSU awarded pursuant to the grant on July 5, 2016 will vest in three equal annual installments, beginning on the anniversary of the date of grant, which is July 5 of each of 2017, 2018, and 2019.
The following table sets forth the long-term incentive compensation performance goals, their percentage weightings and achievements, as well as the total multiplier for fiscal year 2017:
Long-Term Equity Incentive Performance Goals for Fiscal Year 2017
Metric
 
Weight
 
Achievement
 
Multiplier
28nm Revenue
 
40%
 
106%
 
0.424
20nm/16nm Revenue
 
25%
 
194%
 
0.485
Technology Leadership
 
25%
 
150%
 
0.375
Quality Leadership
 
10%
 
120%
 
0.120
Total
 
 
 
 
 
1.404
The following table sets forth the number of target and actual RSUs awarded to each of our named executive officers in fiscal year 2017, based on the considerations described above:
Named Executive Officer RSU Awards for Fiscal Year 2017
Name
 
Performance-Based RSUs (Target) (1)
 
Performance-Based RSUs (Actual) (2)
Moshe N. Gavrielov
 
98,500
 
138,294
Lorenzo A. Flores
 
27,500
 
38,610
Victor Peng
 
27,500
 
38,610
Krishna Rangasayee
 
20,000
 
28,080
Vincent L. Tong
 
27,500
 
38,610
Jon A. Olson (3)
 
 

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(1)
This column represents the number of RSUs for fiscal year 2017 based on achievement of the performance goals at 100% of target. Actual earned RSUs for fiscal year 2017 may range from 0% to 182.5% of target depending on the level of performance.
(2)
This column represents the actual number of RSUs earned based a multiplier for performance achievement of 1.404.
(3)
Mr. Olson retired before being granted any RSUs for fiscal year 2017.
Performance Components
The performance-based RSUs were granted subject to terms and conditions of the 2007 Equity Plan and applicable RSU agreement and include the following four performance components:
28nm Revenue Component
The 28nm Revenue Component was designed to measure and reward achievement of certain revenue levels for our 28nm products identified by the Compensation Committee. The 28nm Revenue Component was selected as a metric because of its importance to our technology and product strategy. The 28nm Revenue Component was weighted 40% of the four performance components.
The 28nm Revenue Component was subject to a revenue threshold and a multiplier of up to 2.0 that increased depending on the revenue attainment for our 28nm products. In fiscal year 2017, the 28nm Revenue Component threshold was $800 million and any revenue level below this threshold resulted in no shares being earned. At the threshold of $800 million the 28nm Revenue Component payout multiplier was 1.0. Then, at $900 million, the 28nm Revenue Component multiplier was 2.0. For fiscal year 2017, we achieved 106% of target for the 28nm Revenue Component, and thus the multiplier for this component was 0.424.
20nm/16nm Revenue Component
The 20nm/16nm Revenue Component was designed to measure and reward achievement of certain combined revenue levels for our of 20nm and 16nm products identified by the Compensation Committee. The 20nm/16nm Revenue Component was selected as a metric because of its importance to our technology and product strategy. The 20nm/16nm Revenue Component was weighted 25% of the four performance components.
The 20nm/16nm Revenue Component was subject to a revenue threshold and a multiplier of up to 2.0 that increased depending on the revenue attainment for our 20nm and 16nm products. In fiscal year 2017, the 20nm/16nm Revenue Component threshold was $200 million and any revenue level below this threshold resulted in no shares being earned. At the threshold of $200 million the 20nm/16nm Revenue Component payout multiplier was 1.0. Then, at $250 million, the 20nm/16nm Revenue Component multiplier was 2.0. For fiscal year 2017, we achieved 194% of the target for the 20nm/16nm Revenue Component, and thus the multiplier for this component was 0.485.
Technology Component
The Technology Component was designed to measure and reward significant achievements in our technology roadmap. The Technology Component measures a number of factors in assessing our competitiveness and status of leadership across our entire portfolio of products. Such factors include, but are not limited to, use of power, process node achievements, integration, product cost efficiency, performance of high speed transceiver technology, and ease of use of software. The Technology Component score is subject to a minimum threshold, at which the multiplier is 0.2 up to a maximum multiplier of 1.5 of the target number of shares. If the performance score is below the minimum, no shares will be earned. The Technology Component was weighted 25% of the four performance components. In fiscal year 2017, we achieved 150% of the target for the Technology Component, and thus the multiplier for this component was 0.375.
Quality Component
The Quality Component was designed to measure and reward significant achievements in the quality of our products. The Quality Component is measured by both customer experience and internal quality systems monitoring. The Quality Component score is subject to a minimum threshold, at which the multiplier is 0.2 up to a maximum multiplier of 1.5 of the target number of shares. If the performance score is below the minimum, no shares will be earned. The Quality Component was weighted 10% of the four performance components. For fiscal year 2017, we achieved 120% of the target for the Quality Component, and thus the multiplier for this component was 0.12.
Generally Available Benefit Plans
We also maintain generally available benefit programs in which our executives may participate. Under our employee stock purchase plan, generally all employees are able to purchase our common stock through payroll deductions at a discounted price. We also maintain a tax-qualified 401(k) Plan for employees in the U.S., which provides for broad-based employee participation. Under the 401 (k) Plan, we match up to 50% of an employee's first 8% of compensation that the employee contributes to his or her 401 (k)

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account, up to a maximum per calendar year of $4,500 per employee. We also provide a "true-up" for participants who did not receive their maximum matching contribution during a 401 (k) plan year as a result of meeting their contribution limits early in the year. We make matching contributions to help attract and retain employees, and to provide an additional incentive for our employees to save for their retirement in a tax-favored manner.
The Company also offers a number of other benefits to the named executive officers pursuant to benefits programs that provide for broad-based employee participation which includes medical, dental and vision insurance, disability insurance, various other insurance programs, health and dependent care flexible spending accounts, educational assistance, employee assistance and certain other benefits. The terms of these benefits are essentially the same for all eligible employees.

Deferred Compensation Plan
We also maintain an unfunded, nonqualified deferred compensation plan which allows eligible participants, including executive officers and members of the Board, to voluntarily defer receipt of a portion or all of their salary, cash bonus payment or directorship fees, as the case may be, until the date or dates elected by the participants, thereby allowing the participating employees and directors to defer taxation on such amounts. We do not maintain a "SERP" or similar defined benefit deferred compensation plan for any of our employees. For more information about this plan, see the section below entitled "Nonqualified Deferred Compensation Plan."

Perquisites and Other Personal Benefits
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we generally do not provide perquisites or other personal benefits to our executive officers, including our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes.
In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits may be approved and subject to periodic review by the Compensation Committee.
Consistent with our compensation philosophy, we intend to continue to maintain market-competitive benefits for all employees, including our named executive officers; provided, however, that the Compensation Committee may revise, amend, or add to the officer's executive benefits and perquisites if it deems advisable in order to remain competitive with comparable companies and/or retain individuals who are critical to the Company. We believe the benefits and perquisites we offer are currently at competitive levels with comparable companies.
Employment and Change of Control Agreements with Named Executive Officers
The Company maintains an employment letter agreement with Mr. Gavrielov that was initially entered into with him as part of an arm's length negotiation with the Compensation Committee when he joined the Company in 2008, and was most recently amended and restated on April 10, 2017 in connection with the Company's implementation of a multi-year succession plan. The summary below describes the material terms of Mr. Gavrielov's employment agreement as in effect as of the end of fiscal year 2017, and prior to its amendment in April 2017.
In January 2016, after reviewing market data, including change in control arrangements provided by some of the Company's competitors in connection with the recent consolidation in the semiconductor industry, the Compensation Committee approved change of control agreements for our officers. The change of control agreements with Messrs. Flores, Peng, Rangasayee, and Tong provide certain benefits if the executive's employment is terminated in connection with a change of control of the Company, as more fully described below. Mr. Olson retired in July 2016, and did not receive any benefits under his change of control agreement or any other special benefits or compensation in connection with his retirement.
The 2007 Equity Plan does not provide for automatic acceleration of vesting of stock awards upon termination or a change of control; however, the agreement with Mr. Gavrielov and the change of control agreements with the other named executive officers provides for acceleration under certain conditions. The narrative and tables that follow describe potential payments and benefits to the named executive officers under their existing agreements, including payments and benefits that would be due to them in connection with the occurrence of a change of control, assuming their employment terminated on April 1, 2017, the last day of the Company's fiscal year.

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Employment Letter Agreement with Moshe N. Gavrielov
Under an employment letter agreement that we entered into with Mr. Gavrielov on January 4, 2008, and amended on January 19, 2016, if the Company terminates Mr. Gavrielov's employment at any time due to disability or other than for Cause or if Mr. Gavrielov voluntarily terminates his employment for Good Reason (in each case, as defined in his agreement and described below in the section entitled "Definitions of Good Reason, Cause, Constructive Termination, and Change of Control") then, subject to Mr. Gavrielov's execution of a release of claims in favor of the Company, he will be eligible for: (i) a pro rata portion of his bonus for the fiscal year during which his employment was terminated based on (a) his termination date, (b) the determination by the Compensation Committee whether Company performance objectives have been met and (c) an assumption that any individual performance objectives have been achieved at target;  (ii) a lump sum payment equal to one year of his base salary; (iii) a lump sum payment equal to one year of his target bonus; (iv) a lump sum payment equal to, or payment of, one year of COBRA premiums for medical and dental insurance; and (v) 24 months accelerated vesting of all equity grants received from the Company prior to his termination of employment (in the case of (a) performance-based RSUs for which the number of earned RSUs has not been determined as of the date of termination, the number of accelerated shares will be the actual number of RSUs earned for actual performance achievement as determined by the Compensation Committee that would have vested in the 24 months following termination of employment, had the original vesting schedule been based on a monthly rather than an annual basis; and (b) any outstanding awards of RSUs that are not subject to performance metrics and that are subject to "cliff" vesting on one or more anniversaries of the date of grant, such RSUs will be treated as instead being subject to monthly vesting in equal installments from the applicable date of grant and Mr. Gavrielov will become vested in that number of RSUs that would have vested during the period commencing from the date of grant and continuing up to Mr. Gavrielov's termination date and during an additional 24 month period following Mr. Gavrielov's termination date). If, however, Mr. Gavrielov's employment is terminated at any time from ninety (90) days before to two years following a Change of Control and he executes a release of claims in favor of the Company, Mr. Gavrielov will be eligible for (1) a pro rata portion of his bonus for the fiscal year during which his employment was terminated based on (a) his termination date, (b) the determination by the Compensation Committee whether Company performance objectives have been met and (c) an assumption that any individual performance objectives have been achieved at target; (2) a lump sum payment equal to 24 months of base salary; (3) a lump sum payment equal to two years of his target bonus; (4) a lump sum payment equal to, or payment of, one year of COBRA premiums for medical and dental insurance; (5) 100% accelerated vesting of all non-performance based equity awards; and (6) accelerated vesting of performance-based RSUs at 100% of target.
Potential Payments upon Termination of Mr. Gavrielov's Employment
Under his employment agreement, Mr. Gavrielov will receive certain compensation in the event we terminate his employment, as set forth above. Assuming Mr. Gavrielov's employment was terminated without Cause or Good Reason on April 1, 2017, and Mr. Gavrielov signed a release in favor of the Company, Mr. Gavrielov would have received the following severance benefits under his employment agreement: (i) a lump sum payment of 1,002,000, consisting of a pro rata portion of his bonus for fiscal year 2017; (ii) lump sum payment of $800,000, consisting of his annual base salary for fiscal year 2017; (iii) a lump sum payment of $1,200,000, consisting of his target bonus under the 2017 Incentive Plan; (iv) Company paid COBRA coverage for 12 months valued at $24,455; and (v) accelerated vesting of 220,343 shares of common stock subject to performance-based RSUs. Based on $57.89, the closing price of our common stock on March 31, 2017 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $12,755,627.
The table below calculates all payments that would have been made to Mr. Gavrielov in connection with such termination:
Pro Rata
Portion of
Target Bonus
($)
 
Annual Base Salary
($)
 
Annual Target
Bonus
($)
 
Medical and
Dental
Insurance
($)
 
Value of
RSUs (1)
($)
 
Total
($) (2)
1,002,000
 
800,000
 
1,200,000
 
24,455
 
12,755,627
 
15,782,082
(1)
Includes 24-months' acceleration of performance-based RSUs (based on actual performance of the applicable performance metrics), and assuming monthly vesting from the date of grant. In May 2017, the Compensation Committee determined Mr. Gavrielov earned 138,294 shares under his fiscal year 2017 performance-based RSUs based on actual performance achievement, of which 126,770 shares would have accelerated upon his termination of employment.
(2)
If Mr. Gavrielov's employment had been terminated within 90 days before or two years after a Change of Control, then Mr. Gavrielov would have received the following: $1,002,000, consisting of a pro rata portion of his bonus for fiscal year 2017; $1,600,000, consisting of 24 months of base salary; $2,400,000, consisting of two years of his target bonus; $24,455, consisting of one year of COBRA premiums; and $11,119,106, representing 100% accelerated vesting of equity awards, including 100% accelerated vesting of performance-based RSUs at target, increasing the total in the chart above by approximately $363,479.

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Change of Control Agreements with the other Named Executive Officers
Under the change of control agreements entered into with Messrs. Flores, Peng, Rangasayee, and Tong, if the employment of the executive is terminated without Cause or the executive resigns pursuant to a Constructive Termination at any time from 90 days before to two years following a Change of Control of the Company (in each case, as defined in his agreement and described below in the section entitled "Definitions of Good Reason, Cause, Constructive Termination, and Change of Control"), and subject to his execution of a release of claims in favor of the Company, the executive will be eligible for: (i) a lump sum payment equal to 150% of his base salary; (ii) a lump sum payment equal to 150% of his annual target bonus; (iii)  a lump sum payment equal to, or payment of, one year of COBRA premiums for medical and dental insurance; (iv) 100% accelerated vesting of all non-performance based equity awards; and (v) 100% accelerated vesting of performance-based RSUs at 100% of target. Mr. Olson retired in July 2016, and did not receive any change of control benefits in connection with his retirement.
Potential Payments upon Change of Control and Termination of Messrs. Flores, Peng, Rangasayee, and Tong
Assuming the employment of Messrs. Flores, Peng, Rangasayee, and Tong had each been terminated without Cause or as a result of a Constructive Termination during the period from 90 days before to two years following a Change of Control on April 1, 2017, and the executive signed a release in favor of the Company, following are the payments and benefits each executive would have received:
Mr. Flores would have received a total of $3,425,670, which includes: (i) a lump sum payment of $600,000, consisting of 150% of his annual base salary for fiscal year 2017; (ii) a lump sum payment of approximately $480,000, consisting of 150% of his target bonus under the 2017 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $24,455; and (iv) accelerated vesting of 40,097 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-based RSUs granted in fiscal year 2017. Based on $57.89, the closing price of our common stock on March 31, 2017 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $2,321,215.
Mr. Peng would have received a total of $4,623,468, which includes: (i) a lump sum payment of $750,000, consisting of 150% of his annual base salary for fiscal year 2017; (ii) a lump sum payment of approximately $750,000, consisting of 150% of his target bonus under the 2017 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $17,785; and (iv) accelerated vesting of 53,648 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-based RSUs granted in fiscal year 2017. Based on $57.89, the closing price of our common stock on March 31, 2017 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $3,105,683.
Mr. Rangasayee would have received a total of $3,313,884, which includes: (i) a lump sum payment of $592,500, consisting of 150% of his annual base salary for fiscal year 2017; (ii) a lump sum payment of approximately $474,000, consisting of 150% of his target bonus under the 2017 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $1,020; and (iv) accelerated vesting of 38,804 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-based RSUs granted in fiscal year 2017. Based on $57.89, the closing price of our common stock on March 31, 2017 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $2,246,364.
Mr. Tong would have received a total of $3,979,994, which includes: (i) a lump sum payment of $637,500, consisting of 150% of his annual base salary for fiscal year 2017; (ii) a lump sum payment of approximately $637,500, consisting of 150% of his target bonus under the 2017 Incentive Plan; (iii) Company paid COBRA coverage for 12 months valued at $24,455; and (iv) accelerated vesting of 46,304 shares of common stock subject to RSUs, which includes the target number of shares subject to the performance-based RSUs granted in fiscal year 2017. Based on $57.89, the closing price of our common stock on March 31, 2017 (the last trading day of the fiscal year), the value of the accelerated RSUs would be $2,680,539.

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The table below summarizes all payments that would have been made to Messrs. Flores, Peng, Rangasayee, and Tong, in connection with such termination of employment:
 
 
150% Annual Base Salary
($)
 
150% Annual 
Target Bonus
($)
 
Medical and Dental
Insurance
($)
 
Value of
RSUs
($)
 
Total
($)
Lorenzo A. Flores
 
$600,000
 
$480,000
 
$24,455
 
$2,321,215
 
$3,425,670
Victor Peng
 
$750,000
 
$750,000
 
$17,785
 
$3,105,683
 
$4,623,468
Krishna Rangasayee
 
$592,500
 
$474,000
 
$1,020
 
$2,246,364
 
$3,313,884
Vincent L. Tong
 
$637,500
 
$637,500
 
$24,455
 
$2,680,539
 
$3,979,994

Definitions of Good Reason, Cause, Constructive Termination, and Change of Control
Under Mr. Gavrielov's employment letter agreement as in effect on April 1, 2017, the last day of the Company's fiscal year, the following events would constitute "Good Reason": (i) a reduction of 10% or more in his base compensation, target bonus opportunity or guaranteed bonus; (ii) a material reduction in his authority, duties or responsibilities; (iii) his no longer being CEO; or (iv) a relocation of the Company's headquarters outside of the San Francisco Bay Area; provided that Mr. Gavrielov has given the Company notice of, and the Company has failed to cure, the event giving rise to Good Reason and Mr. Gavrielov's employment terminates within six months of the occurrence of such event.
As of April 1, 2017, the last day of the Company's fiscal year, "Cause" under Mr. Gavrielov's employment letter agreement includes: (i) continued neglect of, or willful failure or misconduct in the performance of, his duties; (ii) a material breach of the Company's Proprietary Information and Inventions Agreement, Code of Conduct or other policies; (iii) fraud, embezzlement or material misappropriation; (iv) conviction of, or entry of a plea of no contest or nolo contendere, to a felony; or (v) any continued willful and wrongful act or omission that materially injures the financial condition or business reputation of the Company and its subsidiaries; subject in certain of the above cases to applicable notice and cure periods.
Under the agreements with Messrs. Flores, Peng, Rangasayee, and Tong, "Constructive Termination" means the executive's resignation following any of the following events, without the executive's approval: (i) a material reduction in the executive's base salary, target bonus or benefits, other than a reduction that is applied across-the-board to all employees at the executive's level; (ii) a material reduction in the executive's title, authority or responsibilities; (iii) the requirement that the executive relocate to a place of employment more than 50 miles from the executive's primary work location; provided, however, the executive must provide written notice of a condition described in (i), (ii) or (iii) within 90 days of the initial occurrence of the condition and the Company does not remedy such condition within 30 days of such notice (or, if later, the executive's actual termination of employment).
Under Mr. Gavrielov's employment agreement and the change of control agreements with Messrs. Flores, Peng, Rangasayee and Tong, a "Change of Control" will generally be deemed to have occurred in the event: (i) any person or group (other than the Company, a subsidiary of the Company or a Company employee benefit plan) acquires more than 50% of the voting power of the Company's outstanding securities; (ii) closing of (a) a sale of all or substantially all of the Company's assets if the holders of all voting power for election of directors before the transaction hold less than a majority of the total voting power for election of directors of all entities which acquire the assets; or (b) the merger of the Company with or into another corporation if the holders of Company securities representing all voting power for the election of directors before the transaction hold less than a majority of the total voting power for the election of directors of the surviving entity; (iii) the issuance of securities, which would give a person or group beneficial ownership of Company securities representing 50% or more of all voting power for election of directors; or (iv) a change in the board of directors over a period of 24 months such that the incumbent directors as of the beginning of any such 24 month period and nominees of the incumbent directors are no longer a majority of the total number of directors.
None of the employment and change of control agreements described above provide any named executive officer with a gross-up or other reimbursement for tax amounts the named executive officer might be required to pay pursuant to Section 280G of the Internal Revenue Code. The agreements described above are intended to comply, to the extent applicable, with Section 409A of the Internal Revenue Code.
Indemnification Agreements
The Company has entered into an indemnification agreement with each of our directors and officers. The indemnification agreements and our bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

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Equity Award Grant Guidelines
We have conducted an internal review of our equity granting procedures to ensure that our procedures satisfy both our objectives and all applicable compliance requirements. To this end, we have adopted written procedures for the grant of equity awards. With respect to grants to employees and officers, including named executive officers, the Compensation Committee reserves the authority to make grants at such time and with such terms as it deems appropriate in its discretion, subject to the terms of our 2007 Equity Plan. Generally, grants of equity awards are made to officers based on and in connection with the annual review during the Focal Review Period. The Compensation Committee determines individual grants to each named executive officer based on a variety of factors that the Compensation Committee determines to be relevant and appropriate at the time of grant. These factors typically have included the size and value of unvested equity awards held by the named executive officer, the named executive officer's job performance, skill set, prior experience, and time in the position, as well as external market data, internal equity, pressures to attract and retain talent, dilutive effect of grant size and business conditions. The Compensation Committee also periodically grants equity awards at its scheduled meetings or by unanimous written consent for new hires and promotions. Grants approved during scheduled meetings become effective and are priced as of the date of approval or a pre-determined future date. Grants approved by unanimous written consent become effective and are priced as of the date the last signature is obtained or a predetermined future date. The Compensation Committee has made certain exceptions to these procedures in order to grant an equity award on an executive's start date, as it did in the case of the initial option grant to Mr. Gavrielov. We have not granted, nor do we intend in the future to grant, equity awards to executives in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement. Similarly, the Compensation Committee has not timed, nor does it intend in the future to time, the release of material non-public information based on equity grant dates. In any event, because equity compensation awards typically vest over three or four-year periods, the effect of any immediate increase in the price of our common stock following grant is minimal.
The Board has delegated to the CEO and CFO limited authority to approve equity award grants to non-officer employees pursuant to the terms of the 2007 Equity Plan, and subject to the provisions of pre-determined guidelines. Specifically, with respect to non-officer employees, our annual focal awards will be granted on or about the first business day of our second fiscal quarter of each year, and other equity awards will generally be granted on the 10th day of the month, or if on such date our stock is not traded, the first business day thereafter that our stock is traded. The Compensation Committee is responsible for determining and granting all equity awards to executive officers.
Under the 2007 Equity Plan, the exercise price of options and stock appreciation rights may not be less than 100% of the closing price of the shares underlying such options and stock appreciation rights on the date of grant.
Other Compensation Policies
Stock Ownership Guidelines
We have adopted stock ownership guidelines for our officers, to align more closely the interests of our officers with those of our stockholders. Under these guidelines, our CEO is required to own Company stock having a value of at least $4.5 million. Our COO is required to own shares of our Company stock having a value of at least $1.5 million. Executive vice presidents who are Section 16 officers are required to own Company stock having a value of at least $1.0 million. Senior vice presidents who are Section 16 officers are required to own Company stock having a value of at least $750,000 and corporate vice presidents who are Section 16 officers are required to own Company stock having a value of at least $500,000. In addition, the CEO and all other Section 16 officers must retain the following shares until their respective stock ownership requirements are met:
50% of shares of Company stock delivered from awards of time-based RSUs made beginning in July 2011.
45% of shares of Company stock delivered from awards of performance-based RSUs made beginning in July 2013 (prior to fiscal year 2014, we did not have any holding requirements on performance-based RSUs; we only had holding requirements on time-based RSUs that vested 100% after three years).
Claw-Back Policy
The Board has adopted a policy for seeking the return (claw-back) from executive officers of compensation to the extent such amounts were paid due to financial results that later had to be restated, subject to the terms described below. The policy provides that to the extent the Board, or any Committee thereof, and the Company, determine appropriate, the Company may require reimbursement of all or a portion of any bonus, incentive payment, commission, equity-based award or other compensation granted to and received by or for an executive officer beginning in fiscal year 2009, where: (1) the compensation was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of our financial statements filed with the SEC; (2) the Board (or a Committee thereof), in its sole discretion, determines the executive officer engaged in intentional misconduct that was directly responsible for the substantial restatement; and (3) a reduced amount of compensation would have been paid to the executive officer based upon the restated financial results. The Company intends for such policy to comply with

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the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 pertaining to the claw-back of executive compensation once the SEC adopts final rules implementing this provision.
Policy Against Hedging and Pledging Transactions
All employees, including the named executive officers, are subject to our Insider Trading Policy. Our Insider Trading Policy prohibits any employee from hedging, engaging in short sales or entering into any transaction, investment or arrangement that is intended or may be expected to increase in value on the basis of any decrease in value of any of our shares of common stock (such as buying "put" options). In addition, the policy prohibits any employee from holding shares of our common stock in a margin account or pledging shares of our common stock.     

We have a corporate policy regarding 10b5-1 trading plans, and pursuant to such policy, key terms of the 10b5-1 trading plans of directors and executive officers are disclosed on our website at www.investor.xilinx.com.
Tax and Accounting Treatment of Compensation
In our review and establishment of compensation programs and payments, we consider, but do not place great emphasis on, the anticipated accounting and tax treatment of our compensation programs. While we do consider the accounting and tax treatment, these factors alone are not dispositive. Among other factors that receive greater consideration are the net costs to the Company and our ability to effectively administer executive compensation arrangements which are in the short and long-term interests of stockholders. The Compensation Committee seeks to maintain flexibility and judgment in compensating our executive officers in a manner designed to promote varying corporate goals and therefore has not adopted a policy with respect to the tax or accounting treatment of compensation.
It is our practice generally to qualify compensation paid to the named executive officers for deductibility under Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation that the Company may deduct in any one year with respect to each of its CEO and the next three most highly paid executive officers (other than its CFO, referred to in the Internal Revenue Code as "covered persons"). Our stockholder-approved equity plan is qualified so that the awards of stock options and performance-based RSUs under this plan may constitute performance-based compensation not subject to the limit under Section 162(m) of the Internal Revenue Code, provided they otherwise satisfied the requirements under Section 162(m) of the Internal Revenue Code. A portion of the cash payments we make under the 2017 Incentive Plan may not be deductible under Section 162(m) of the Internal Revenue Code. The Compensation Committee intends to continue to evaluate the effects of the Internal Revenue Code and related U.S. Treasury regulations and the advisability of qualifying its executive compensation for deductibility of such compensation. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, however, the Compensation Committee has not adopted a policy that all compensation payable to a covered person must be deductible on the Company's federal income tax returns. The Compensation Committee may award incentive compensation that may not be deductible if it determines that doing so is in the best interests of the Company and its stockholders.

We account for equity compensation paid to our employees and non-employee directors in accordance with FASB ASC Topic 718, which requires us to estimate and record expense for each award of equity compensation over the service period of the award.
Risk Analysis of Compensation Programs
The Compensation Committee considers potential risks when reviewing and approving compensation programs. The Compensation Committee, in cooperation with management, reviewed our existing compensation programs and believes that the mix and design of the elements of such programs does not encourage management to assume excessive risks and accordingly are not reasonably likely to have a material adverse effect on the Company. Our programs have been balanced to focus on both short-term and long-term financial and operational performance through prudent business judgment and appropriate, measured risk-taking.
Our incentive cash compensation program is designed to reward financial and management performance in areas considered critical to short- and long-term success of the Company. The cash incentive plan for our named executive officers is based on a combination of corporate financial metrics and individualized strategic goals. The financial metric component is based on multiple financial metrics which counterbalance each other, decreasing the likelihood that executives will pursue any one metric to the detriment of overall financial performance. The OP Component is designed to reward improvements in our operating profit and the Growth Component is designed to measure and reward increases in our revenue growth year over year. These metrics limit the ability of an executive to be rewarded for taking excessive risk on behalf of the Company by, for example, seeking revenue enhancing opportunities at the expense of profitability. In addition, there are caps on bonus payments in all the components of the cash incentive plan. For fiscal year 2017, the OP Component and Growth Component multipliers were each capped at 2.0 and the Individual Performance Component multiplier was capped at 1.5. These limitations and caps eliminate the risk of uncapped cash bonus opportunities and unjustified bonus payments. Finally, the Board has also adopted a claw-back policy (as discussed above)

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whereby the Company would seek a return (claw-back) from executive officers of compensation to the extent such amounts were paid due to financial results that later had to be restated. The individual strategic goals established at the beginning of the fiscal year for the CEO are reviewed and discussed with the Board and approved by the Compensation Committee; the individual strategic goals established at the beginning of the fiscal year for each of the other named executive officers are reviewed and discussed with the Compensation Committee and approved by the CEO. Furthermore, payment for the cash incentive bonus for our named executive officers is approved by the Compensation Committee. This multi-layer approval process in the goal-setting and payment approval process reduces the risk of improper awards.
Our equity incentive program is designed to promote long-term performance. During fiscal year 2017, our equity incentive program contained a mix of time-based RSUs and performance-based RSUs, except for executive officers who only received performance-based RSUs. Time-based RSUs for employees vest annually over a four-year vesting schedule. Performance-based RSUs for executive officers are earned over a one-year performance period and the earned shares then vest in three equal annual installments, beginning on the first anniversary of the grant date. Because restricted stock retains its value even in a depressed market, employees are usually incentivized to enhance its value.
In prior years, our equity incentive program also included awards of stock options that vest monthly over a period of four years. Some of these stock options remain outstanding. Since options generate value if stock price appreciates from the date of grant, these awards also provide incentives to promote behavior that is aligned with stockholder interests over the long term.
As previously discussed, the Company has also adopted stock ownership guidelines that further align executive interests with stockholder interests and promote long-term focus on Company growth. Therefore, the Compensation Committee believes that these equity awards do not encourage unnecessary or excessive risk taking since equity awards are subject to long-term vesting schedules and the ultimate value of the awards is tied to the changes in value of the Company's stock. The stock ownership guidelines combined with our long-term vesting schedule help to ensure that executives have significant value tied to long-term stock price performance.
The Company has also adopted corporate policies to encourage diligence, prudent decision-making, and oversight during the goal-setting and review process. The processes that are in place to manage and control risk include:
The Compensation Committee approves the payout scale for the OP Component and Growth Component.
The Compensation Committee sets the financial metrics at reasonable levels in light of past performance and market conditions.
Payments under the incentive cash compensation program for executives are subject to approval of the Compensation Committee.
The Compensation Committee retains discretion in administering all awards and in determining performance achievement.
The Company has implemented a number of effective controls such as the Code of Conduct, a claw-back policy and quarterly sub-certification process for all executives in order to mitigate the risk of any unethical behavior.

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Summary Compensation Table
The following table provides compensation information for the named executive officers.
Name and Position
 
Year
 
Salary (1)
($)
 
Bonus
($)
 
Stock
Awards (2)
($)
 
Option
Awards
($)
 
Non-Equity
Incentive Plan
Compensation (3)
($)
 
Change in
Pension Value and
Nonqualified
Deferred
Compensation
Earnings
($)
 
All Other
Compensation ($)
 
Total
($)
Moshe N. Gavrielov
President and Chief Executive Officer
 
2017
 
800,000

 

 
4,231,560

 

 
1,290,000

 

 
4,500

 
6,326,060

 
2016
 
800,000

 

 
4,166,000

 

 
867,600

 

 
63,510

 
5,897,110

 
2015
 
787,500

 

 
4,287,910

 

 
820,575

 

 
4,785

 
5,900,770

Lorenzo A. Flores (4)
Senior Vice President and Chief Financial Officer (CFO)
 
2017
 
389,760

 

 
1,181,400

 

 
316,116

 

 
5,250

 
1,892,526

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Victor Peng (5)(6)
Chief Operating Officer
 
2017
 
500,000

 

 
1,181,400

 

 
543,500

 

 
5,202

 
2,230,102

 
2016
 
495,000

 

 
1,166,480

 

 
378,450

 

 
51,467

 
2,091,397

 
2015
 
480,000

 

 
1,192,360

 

 
362,400

 

 
4,893

 
2,039,653

Krishna Rangasayee (7)
Executive Vice President, Global Sales
 
2017
 
395,000

 

 
859,200

 

 
334,960

 

 
4,500

 
1,593,660

 
2016
 
395,000

 

 
833,200

 

 
213,932

 

 
71,606

 
1,513,738

 
2015
 
370,417

 

 
871,340

 

 
205,730

 

 
5,087

 
1,452,574

Vincent L. Tong (8)
Executive Vice President, Global Operations and Quality
 
2017
 
420,000

 

 
1,181,400

 

 
456,300

 

 
240,434

 
2,298,134

 
2016
 
405,000

 

 
833,200

 

 
245,916

 

 
235,544

 
1,719,660

 
2015
 
381,667

 

 
871,340

 

 
247,460

 

 
356,577

 
1,857,044

Jon A. Olson (5)(9)
Former Executive Vice President and Former CFO
 
2017
 
147,756

 

 

 

 

 

 
4,500

 
152,256

 
2016
 
495,000

 

 
1,166,480

 

 
388,450

 

 
78,444

 
2,128,374

 
2015
 
480,000

 

 
1,192,360

 

 
367,200

 

 
4,889

 
2,044,449

(1)
Amounts shown reflect salaries earned in the applicable fiscal year. For fiscal year 2017, the table reflects Mr. Olson's salary earned until his retirement in July 2016. In fiscal year 2017, the Compensation Committee increased Mr. Tong's annual base salary to $425,000 and set Mr. Flores' annual base salary at $400,000. The amounts in the table above for these two executive officers are less than the amount approved by the Compensation Committee for fiscal year 2017, because the salary increases were approved after the beginning of the fiscal year. This column includes the portion of salary deferred at the respective named executive officer's election under the Company's 401(k) Plan and/or nonqualified deferred compensation plan, as applicable.
(2)
Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown reflect the grant date fair value for stock awards as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the value of the awards are set forth in Note 6 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal year 2017 filed with the SEC on May 15, 2017. These compensation costs as they relate to stock awards reflect costs associated with stock awards granted in fiscal year 2017. For fiscal year 2017, this includes the following number of performance-based RSUs based on achievement at 100% of target level performance: Mr. Gavrielov, 98,500 shares; Mr. Flores, 27,500 shares, Mr. Peng, 27,500 shares; Mr. Rangasayee, 20,000 shares; and Mr. Tong, 27,500 shares. The maximum number of performance-based RSUs that could be earned by these named executive officers based on achievement at 182.5% of target level performance is as follows: Mr. Gavrielov, 179,762 shares; Mr. Flores, 50,187 shares; Mr. Peng, 50,187 shares; Mr. Rangasayee, 36,500; and Mr. Tong, 50,187 shares. Mr. Olson was not granted any equity awards during fiscal year 2017; he retired in July 2016.
(3)
This column includes the portion of cash incentive bonus deferred at the respective named executive officer's election under the Company's 401(k) Plan and/or nonqualified deferred compensation plan, as applicable.
(4)
Mr. Flores first became a named executive officer in fiscal year 2017.
(5)
Named executive officer participates in the Company's nonqualified deferred compensation plan. For more information about this plan see the section below entitled "Nonqualified Deferred Compensation Plan."
(6)
During fiscal year 2017, Mr. Peng served as our Executive Vice President and General Manager of Products.
(7)
During fiscal year 2017, Mr. Rangasayee served as our Senior Vice President and General Manager, Global Sales and Markets.

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(8)
In addition to Mr. Tong's role as Executive Vice President, Global Operations and Quality, Mr. Tong currently serves as the Company's executive leader for the Asia Pacific region. In this role, Mr. Tong's charter is to expand the Company's presence and accelerate business development in the region. In connection with his service in this role, the Company leases an apartment and automobile for Mr. Tong, and reimburses certain costs incurred by Mr. Tong as a direct result of his work in the Asia Pacific region. Specifically, in connection with Mr. Tong's Asia Pacific assignment, in fiscal year 2017 the Company paid $59,188 for the lease of an apartment and other housing-related expenses; $23,232 for the lease of an automobile and other transportation-related expenses; $57,631 for a cost of living allowance; $8,012 for home leave expenses, such as airfare and transportation; and $92,371 for foreign tax payments and tax-related services associated with his service abroad.
(9)
Mr. Olson stepped down as Chief Financial Officer in May 2016, and retired from the Company in July 2016.

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Grants of Plan-Based Awards for Fiscal Year 2017
The following table provides information on equity and non-equity awards granted to our named executive officers during fiscal year 2017.
 
 
Type
 
 
 
Approval
Date
 
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (1)
 
Estimated Future Payouts
Under Equity Incentive 
Plan Awards (2)
 
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
 
Exercise
or Base
Price of
Option
Awards
($/Sh)
 
Grant 
Date
Fair Value/
Incremental
Fair Value
of Stock
and Option
Awards (3)
($)
Name
 
 
Grant
Date
 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Threshold
(#)
 
Target
(#)
 
Maximum
(#)
 
Moshe N. Gavrielov
 
RSU
 
7/5/16

 
5/12/16

 

 

 

 

 
98,500

 
179,762

 

 

 

 
4,231,560

 
 
EIP
 

 
5/12/16

 

 
1,200,000

 
2,220,000

 

 

 

 

 

 

 

Lorenzo A. Flores
 
RSU
 
7/5/16

 
5/12/16

 

 

 

 

 
27,500

 
50,187

 

 

 

 
1,181,400

 
 
EIP
 

 
5/12/16

 

 
311,808

 
576,845

 

 

 

 

 

 

 

Victor Peng
 
RSU
 
7/5/16

 
5/12/16