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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 20, 2018
Dear Xilinx Stockholder:
You are cordially invited to attend the 2018 Annual Meeting of Stockholders to be held on Wednesday, August 1, 2018 at 8:00 a.m., Pacific Daylight Time, at the headquarters of Xilinx, Inc. (Xilinx or the Company) 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 3,000,000 shares;
a proposal to amend our 2007 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 3,000,000 shares;
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 the approval of the compensation of our named executive officers; and FOR the ratification of the appointment of Ernst & Young to serve as the Company’s external auditors for the fiscal year ending March 30, 2019. Please refer to the proxy statement for detailed information on each of the proposals.
The 2018 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/ Victor Peng
Victor Peng
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 1, 2018
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Xilinx, Inc., a Delaware corporation (Xilinx or the Company), will be held on Wednesday, August 1, 2018 at 8:00 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 11 nominees for director to serve on the Board of Directors for the ensuing year and until their respective successors are duly elected and qualified: Dennis Segers, Raman Chitkara, Saar Gillai, Ronald S. Jankov, Mary Louise Krakauer, Thomas H. Lee, J. Michael Patterson, Victor Peng, 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 3,000,000 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 3,000,000 shares;
4.
An advisory vote on executive compensation as described in the attached proxy statement;
5.
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 30, 2019; and
6.
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 7, 2018, 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 1, 2018 (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/ Catia Hagopian
Catia Hagopian
Secretary
San Jose, California
June 20, 2018
THIS PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD ARE BEING PROVIDED ON OR ABOUT JUNE 20, 2018 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
2018 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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XILINX, INC.
TABLE OF CONTENTS
FOR THE
2018 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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XILINX, INC.

PROXY STATEMENT FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS

ABOUT THE ANNUAL MEETING
Q:    Who is soliciting my vote?
A:
The Board of Directors of Xilinx (Board) is soliciting your vote at the 2018 Annual Meeting of Stockholders (Annual Meeting).
Q:    When is the Annual Meeting?
A:
The Annual Meeting will take place on August 1, 2018, at 8:00 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.
election of the following 11 nominees to serve as a director on the Board for the ensuing year: Dennis Segers, Raman Chitkara, Saar Gillai, Ronald S. Jankov, Mary Louise Krakauer, Thomas H. Lee, J. Michael Patterson, Victor Peng, 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 3,000,000 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 3,000,000 shares;
4.
an advisory vote on the compensation for our named executive officers;
5.
ratification of the appointment of Ernst & Young LLP to serve as external auditors of Xilinx for the fiscal year ending March 30, 2019; and
6.
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:
1.
FOR each of the Board’s 11 nominees for director, who are Dennis Segers, Raman Chitkara, Saar Gillai, Ronald S. Jankov, Mary Louise Krakauer, Thomas H. Lee, J. Michael Patterson, Victor Peng, Albert A. Pimentel, Marshall C. Turner and Elizabeth W. Vanderslice;
2.
FOR the amendment to our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance under the Plan by 3,000,000 shares;
3.
FOR the amendment to our 2007 Equity Plan to increase the number of shares reserved for issuance under the Plan by 3,000,000 shares;
4.
FOR the advisory vote on the compensation for our named executive officers; and
5.
FOR the ratification of the appointment of Ernst & Young to serve as our external auditors for the fiscal year ending March 30, 2019.

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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 (see the answer to “What is a ‘broker non-vote’ and what is its effect?” below), 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 was June 7, 2018.
Q:    How many shares of common stock are outstanding?
A:
As of the close of business on the record date, June 7, 2018, there were 251,884,017 shares of our common stock outstanding.
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, we mailed an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on August 1, 2018 (Internet Notice) to all stockholders entitled to vote at the meeting, as permitted by the rules of the Securities and Exchange Commission (SEC). 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 20, 2018 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 will receive only one copy of the Internet Notice (or one copy of the printed proxy materials) unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. We adopted this “householding” practice, which is permitted under SEC rules, 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) 879-6558; 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 7, 2018.
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 3,000,000 shares, “FOR” the amendment to the 2007 Equity Plan that increases the number of shares reserved for issuance under the Plan by 3,000,000 shares, “FOR” the approval of the advisory vote on compensation of our named executive officers, and “FOR” the ratification of the appointment of Ernst & Young as the Company’s external auditors for fiscal 2019. 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, provided that 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:
What is a “broker non-vote” and what is its effect?
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 will not be counted towards the vote total for any non-routine proposal and will have no effect except where the affirmative votes with respect to such proposal, though a majority of the votes represented and voting, do not constitute a majority of the required quorum.

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Q:
Which ballot measures are considered “non-routine” or “routine”?
A:
Brokers that 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) and Proposal Four (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 broker or nominee how to vote on “non-routine” matters, such as Proposals One, Two, Three, or Four, no votes will be cast on your behalf.
Proposal Five (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 Five.
Q:
How are abstentions treated?
A:
Abstentions are treated as represented and entitled to vote for purposes of determining a quorum, but have no effect on the outcome except where the affirmative votes with respect to a proposal, though a majority of the votes represented and voting, do not constitute a majority of the required quorum.
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 11 directors
 
Majority of votes cast, except that 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 represented and voting at the meeting, so long as the shares voting affirmatively constitute a majority of a quorum
 
No
 
 
 
 
 
 
Proposal Three:
Approval of amendment of the 2007 Equity Plan
 
Majority of shares represented and voting at the meeting, so long as the shares voting affirmatively constitute a majority of a quorum
 
No
 
 
 
 
 
 
Proposal Four:
Annual advisory vote to approve the compensation of our named executive officers
 
Advisory vote; majority of shares represented and voting at the meeting, so long as the shares voting affirmatively constitute a majority of a quorum
 
No
 
 
 
 
 
 
Proposal Five:
The ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2019
 
Majority of shares represented and voting at the meeting, so long as the shares voting affirmatively constitute a majority of a quorum
 
Yes
In the absence of instructions, shares of common stock represented by valid proxies will 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 Four will provide us insight into our stockholders’ views on our compensation practices pertaining to our named executive officers.

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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.
Q:
May I nominate a director for inclusion in next year’s proxy materials?
A:
Our Bylaws permit eligible 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 is as follows. In order to be eligible to nominate a director candidate, the stockholder must hold at least 3% of our outstanding shares of common stock continuously for three years at the time the nomination notice 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 form a group 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 notice may be received by us. Such nominations must meet the notice and other requirements set forth in our Bylaws. In order for a proxy access nomination to be timely, it must be received by the Secretary of the Company at our principal executive offices not less than 120 days nor more than 150 days prior to the anniversary of the date when we first distributed our proxy statement to stockholders for the immediately preceding annual meeting of stockholders. To be considered timely for next year’s annual meeting of stockholders, proxy access nominations would need to be received by the Secretary of the Company at our principal executive offices at 2100 Logic Drive, San Jose, California, no earlier than January 21, 2019 and no later than February 20, 2019.
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 (Exchange Act), to be eligible for inclusion in the Company’s proxy materials for the 2019 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 February 20, 2019. Pursuant to Rule 14a-4(c) under the Exchange Act, if a stockholder proposal submitted outside of Rule 14a-8 is not received by the Secretary at our principal executive offices by the close of business on May 6, 2019, the Company may exercise discretionary voting authority under proxies it solicits to vote in accordance with its best judgment on any such stockholder proposal submitted by a stockholder. In addition, under a provision in the Company’s Bylaws relating to Prior Notice For Inclusion on Agenda, stockholder proposals made outside of Rule 14a-8 under the Exchange Act and director nominations that are not intended for inclusion in our proxy materials must be submitted in accordance with the requirements of the Company’s Bylaws, not later than April 3, 2019, and not earlier than March 4, 2019; provided however, that if our 2019 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 the date of our 2019 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 ten individuals who are elected at each annual meeting and hold office until the next annual meeting of stockholders and until his or her successor has been elected and qualified.
In addition, Raman Chitkara, who is not currently a member of the Board, has been nominated for election at the Annual Meeting. His nomination was recommended by the Nominating and Governance Committee and approved by the Board.
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 director nominees that led the Board to conclude that the individual should serve on the Board. There are no family relationships among any of our director nominees or executive officers. Each of the following is a nominee for election or reelection at the Annual Meeting:
Name: Dennis Segers
 
 
Age:  65
Chairman of the Board
 
 
Director Since:  2015
 
 
 
Mr. Segers joined the 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 technology markets. Mr. Segers currently also serves on the board of Parade Technologies, Ltd., a publicly-traded 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 a 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 also serves on the Board of AnDAPT, Inc., a privately-held developer of on-demand power management solutions.
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.
Skills & Qualifications:

•    Leadership Experience
•    Technology / Industry Experience
•    Finance / Financial Literacy
•    Strategic Growth
•    Entrepreneurial Experience
•    Board of Directors Experience
•    Corporate Governance
•    International Experience
•    Investor Experience
 
 
Name: Raman Chitkara
 
 
Age:  59
Board Nominee
 
 
Director Since:  N/A
 
 
 
Mr. Chitkara was nominated for election to the Board on June 13, 2018. Mr. Chitkara is a partner at PricewaterhouseCoopers LLP (“PwC”), a public accounting firm, where he serves as its Global Technology Industry Leader and previously served as the firm’s Global Semiconductor Industry Leader. Mr. Chitkara joined PwC in September 1984 and will be retiring from PwC at the end of June 2018. During his tenure at PwC, he has held a number of additional leadership positions, including membership of the Audit Quality Board and Leader of the Global Assurance TICE (Technology, Information, Communication, Entertainment and Media) Practice.
Mr. Chitkara’s qualifications to serve on the Board include his extensive experience with public and financial accounting matters for complex global organizations. His financial experience will enable Mr. Chitkara to contribute meaningfully to the Board’s role in the oversight of our financial reporting, accounting and executive compensation practices. In addition, Mr. Chitkara’s extensive knowledge of the technology sector and semiconductor industry will bring valuable insight to the Company’s strategic plans and investments.
Skills & Qualifications:

•    Leadership Experience
•    Technology / Industry Experience
•    Finance / Financial Literacy
•    Strategic Growth
•    Risk Management
•    International Experience
•    Investor Experience
•    Human Capital Management / Compensation
 
 

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Name: Saar Gillai
 
 
Age:  52
Committee Membership:
 
 
Director Since:  2016
•    Nominating and Governance
 
 
Mr. Gillai joined the Board in May 2016. He has over 25 years of experience in the technology sector and currently advises startups focused on the communications and enterprise space. Mr. Gillai serves as the Chief Executive Officer of Teridion Inc., a cloud routing optimization company, a position he has held since October 2017. 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 2012 until September 2015, Mr. Gillai served as Senior Vice President, General Manager and Chief Operating Officer of the Cloud business of Hewlett-Packard Company (HP). 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.
Skills & Qualifications:

•    Leadership Experience
•    Technology / Industry Experience
•    Finance / Financial Literacy
•    Marketing / Sales Experience
•    Strategic Growth
•    Entrepreneurial Experience
•     Board of Directors Experience
•    International Experience
•    Investor Experience
 
 
Name: Ronald S. Jankov
 
 
Age:  59
Committee Membership:
 
 
Director Since:  2016
•    Compensation
 
 
Mr. Jankov joined the 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 a director 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 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.
Skills & Qualifications:

•    Leadership Experience
•    Technology / Industry Experience
•    Finance / Financial Literacy
•    Marketing / Sales Experience
•    Strategic Growth
•     Entrepreneurial Experience
•     Board of Directors Experience
•     Risk Management
•     Corporate Governance
•    International Experience
•    Investor Experience
•    Human Capital Management / Compensation
 
 

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Name: Mary Louise Krakauer
 
 
Age:  61
Committee Membership:
 
 
Director Since:  2017
•    Compensation
 
 
Ms. Krakauer joined the Company’s Board in October 2017. From September 2016 to December 2016, she served as Executive Vice President, Chief Information Officer of Dell Corporation, where she was responsible for global IT, including all operations and integration activity. From January 2016 to September 2016, she served as the Executive Vice President, Chief Information Officer of EMC Corporation. Prior to that she served as Executive Vice President, Business Development, Global Enterprise Services for EMC Corporation from June 2015 to December 2015 and as Executive Vice President, Global Human Resources for EMC Corporation from April 2012 to June 2015, where she was responsible for executive, leadership and employee development, compensation and benefits, staffing and all of the people-related aspects of acquisition integration. Ms. Krakauer has also held leadership roles at Hewlett-Packard Enterprise, Compaq Computer Corporation and Digital Equipment Corporation. Ms. Krakauer serves on the boards of Mercury Systems, Inc., a commercial provider of secure sensor and safety critical mission processing subsystems, and DXC Technology Company, a leading independent, end-to-end IT services company.
Ms. Krakauer brings to the Board senior leadership, management and operational expertise from her extensive experience gained from serving as an executive at multi-national technology companies. Her knowledge helps the Board shape the Company’s operations and strategic growth plans. Ms. Krakauer also plays a meaningful role in the oversight of the Company’s executive compensation practices.
Skills & Qualifications:

•    Leadership Experience
•    Technology / Industry Experience
•    Finance / Financial Literacy
•    Marketing / Sales Experience
•    Strategic Growth
•    Board of Directors Experience
•     Risk Management
•    International Experience
•    Human Capital Management / Compensation

 
 
Name: Thomas H. Lee
 
 
Age:  58
Committee Membership:
 
 
Director Since:  2016
•    Nominating and Governance
 
 
Dr. Lee joined the 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.
Skills & Qualifications:

Leadership Experience
Technology / Industry Experience
Entrepreneurial Experience
 Board of Directors Experience
 Corporate Governance
International Experience
Investor Experience
Government Experience
Academia

 
 

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Name: J. Michael Patterson
 
 
Age:  72
Committee Memberships:
 
 
Director Since:  2005
•    Compensation (Chair)
•    Audit
 
 
Mr. Patterson joined the Board in October 2005. Mr. Patterson was employed by PwC, 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 of 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 as a Board member 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.
Skills & Qualifications:

•    Leadership Experience
•    Technology / Industry Experience
•    Finance / Financial Literacy
•    Marketing / Sales Experience
•    Board of Directors Experience
•    Risk Management
•    Investor Experience
•    Human Capital Management / Compensation
 
 
Name: Victor Peng
 
 
Age:  58
President and Chief Executive Officer
 
 
Director Since:  2017
 
 
 
Mr. Peng joined the Company in April 2008 and currently serves as Chief Executive Officer, a position he has held since January 2018. He joined the Board in October 2017. From April 2017 to January 2018, Mr. Peng served as the Company’s Chief Operating Officer. From July 2014 to April 2017, he served as Executive Vice President and General Manager of Products. From May 2013 through July 2014, Mr. Peng served as Senior Vice President and General Manager of the Programmable Platforms Group. From May 2012 through April 2013, he served as Senior Vice President of the Programmable Platforms Group. From November 2008 through April 2012, he served as Senior Vice President of the Programmable Platforms Development Group. Prior to joining the Company, Mr. Peng served as Corporate Vice President, Graphics Products Group at Advanced Micro Devices (AMD), a provider of processing solutions, from November 2005 to April 2008. Prior to joining AMD, Mr. Peng served in a variety of executive engineering positions at companies in the semiconductor and processor industries.
As CEO, Mr. Peng offers his strategic vision for the Company and provides an important link between management and the Board, enabling the Board to perform its oversight function with the benefit of management’s perspective. Mr. Peng brings extensive experience in management and engineering with semiconductor companies and a deep understanding of the Company’s technology, business, customers and key business drivers, as well as the competitive landscape. As a result, Mr. Peng brings a broad range of skills to the Board, particularly in the area of developing and growing semiconductor and software businesses.
Skills & Qualifications:

•    Leadership Experience
•    Technology / Industry Experience
•    Marketing / Sales Experience
•    Strategic Growth
•    Risk Management
•    International Experience
•    Investor Experience
•    Human Capital Management / Compensation
 
 

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Name: Albert A. Pimentel
 
 
Age:  63
Committee Membership:
 
 
Director Since:  2010
•    Audit (Chair)
 
 
Mr. Pimentel joined the 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 held various executive positions with Seagate Technology PLC, a manufacturer of hard drives and storage solutions, including Executive Vice President from January 2016 to October 2016, 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 board of directors of Imperva, Inc., a security software 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. Having served as an executive of a publicly-traded company, Mr. Pimentel also brings deep leadership and operational experience to the Board.
Skills & Qualifications:

•    Leadership Experience
•    Technology / Industry Experience
•    Finance / Financial Literacy
•    Marketing / Sales Experience
•    Strategic Growth
•    Entrepreneurial Experience
•    Board of Directors Experience
•     Risk Management
•     Corporate Governance
•    International Experience
•    Investor Experience    
 
 
Name: Marshall C. Turner
 
 
Age:  76
Committee Membership:
 
 
Director Since:  2007
•    Audit
 
 
Mr. Turner joined the 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 developer of solar power plants. 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.
Skills & Qualifications:

•    Leadership Experience
•    Technology / Industry Experience
Finance / Financial Literacy
Strategic Growth
 Entrepreneurial Experience
Board of Directors Experience
Risk Management
 Corporate Governance
International Experience
Investor Experience
Human Capital Management / Compensation
 Government Experience
 
 

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Name: Elizabeth W. Vanderslice
 
 
Age:  54
Committee Memberships:
 
 
Director Since:  2000
•    Nominating and Governance (Chair)
•    Compensation
 
 
Ms. Vanderslice joined the Board in December 2000. 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 boards 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 for 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. She also serves on the Board of Trustees of Boston College and on the board of directors of Woods College of Advancing Studies at Boston College.
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.
Skills & Qualifications:

Leadership Experience
Technology / Industry Experience
Finance / Financial Literacy
Marketing / Sales Experience
Strategic Growth
Entrepreneurial Experience
Board of Directors Experience
Corporate Governance
Investor Experience
Human Capital Management / Compensation
 
 

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Director Qualifications, Skills and Experience
The Nominating and Governance Committee has determined that it is important for an effective Board to have directors with a balance of the qualifications, skills and experience set forth in the table below.
Skills and Experience
Dennis Segers
Raman Chitkara
Saar Gillai
Ronald S. Jankov
Mary Louise Krakauer
Thomas H. Lee
J. Michael Patterson
Victor Peng
Albert A. Pimentel
Marshall C. Turner
Elizabeth W. Vanderslice
Leadership Experience(1)
Technology / Industry Experience(2)
Finance /Financial Literacy(3)
 
 
Marketing / Sales Experience(4)
 
 
 
 
Strategic Growth(5)
 
 
Entrepreneurial Experience(6)
 
 
 
 
Board of Directors Experience(7)
 
 
Risk Management(8)
 
 
 
 
Corporate Governance(9)
 
 
 
 
 
International Experience(10)
 
 
Investor Experience(11)
 
Human Capital Management / Compensation(12)
 
 
 
 
Government Experience (13)
 
 
 
 
 
 
 
 
 
Academia(14)
 
 
 
 
 
 
 
 
 
 
Diversity and Board Tenure
 
 
 
 
 
 
 
 
 
 
 
Diversity of Gender, Race, Ethnicity, National Origin (15)
 
 
 
 
Board Tenure (no. of years as of June 20, 2018)
2
2
2
2
12
7
11
17
(1)     Leadership Experience: Has held senior leadership position(s) including C-level positions over an extended period and possesses leadership qualities, the ability to identify such qualities in others, or otherwise demonstrated practical understanding of organizations, processes, strategy and risk management.
(2)     Technology/Industry Experience: Experience in technology, computer or semiconductor industries, or the industries of the Company’s customers and suppliers; or engineering experience offering greater insight into the technology that underlies the Company’s products.
(3)     Finance/Financial Literacy: Knowledge of financial markets, financing and funding operations, tax, investments and capital allocation; or knowledge of accounting, financial reporting and internal control processes.
(4)     Marketing/Sales Experience: Proven track record of identifying and developing new customers and markets, or brand marketing experience.
(5)     Strategic Growth: Experience and success in growing a business or establishing businesses, whether organically or through acquisitions.
(6)     Entrepreneurial Experience: Experience in successfully creating new businesses with products and services based on breakthrough technologies or succeeding in emerging or developing markets.
(7)     Board of Directors Experience: Prior experience serving on company boards and understanding of the role, dynamics and operation of a corporate board, the relationship of a board to the CEO and other members of the management team and how to oversee an evolving and complex mix of strategic, operational and compliance-related matters.
(8)     Risk Management: Experience in understanding and reviewing business risks and corporate strategy.
(9)     Corporate Governance: Experience that supports strong board and management accountability, transparency and protecting shareholder interests.
(10)     International Experience: International and global perspective contributing to guiding the Company’s business outside the U.S.
(11)     Investor Experience: Experience engaging with investors and demonstrated understanding of the shareholders’ perspective on key Company issues and strategy.
(12)     Human Capital Management / Compensation: Experience attracting, motivating and retaining top candidates for positions at the Company, evaluating performance and compensation of senior management, and overseeing strategic human capital planning.
(13)     Government Experience: Experience operating in an industry requiring compliance with regulatory requirements across numerous countries and governmental and non-governmental entities.
(14)     Academia: Academic research and organizational management useful to the Company.
(15)     Diversity of Gender, Race, Ethnicity, National Origin: This director has self-identified as bringing diversity to the Board by way of gender, race, ethnicity, national origin or other characteristics supporting the Company’s diversity initiative.

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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. The Board annually reviews information relating to the members of the Board to ensure that a majority of the Board is independent under the Nasdaq listing requirements and the rules of the SEC.
After review of all relevant transactions and relationships between each director or nominee, his or her family members and entities affiliated with each director or nominee and Xilinx, our senior management and our independent registered public accounting firm, the Board has determined that nine of our ten directors are independent directors as defined in the Nasdaq listing standards and SEC rules, and that the additional nominee, Mr. Chitkara, is also independent within the meaning of those rules. Mr. Peng, our President and CEO, is not an independent director because he is a current employee of Xilinx.
In making a determination of the independence of each director or nominee, the Board reviewed relationships and transactions occurring since the beginning of fiscal 2016 between each such individual, his or her family members and entities affiliated with each director or nominee and Xilinx, our senior management and our independent registered public accounting firm. In particular, the Board has considered Mr. Gillai’s and Mr. Pimentel’s status as former executives of Hewlett-Packard Enterprise and Seagate Technology PLC, respectively, each of which is a party to a commercial relationship with the Company entered into in the ordinary course of business. In making its determination, the Board applied the standards for independence adopted 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.
Board Meetings and Committees
The Board held a total of six meetings during the fiscal year ended March 31, 2018. 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. Eight of the nine directors then serving on the Board attended the 2017 Annual Meeting of Stockholders held in August 2017. 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, consisting of the Audit Committee, Compensation Committee, Nominating and Governance Committee, and Committee of Independent Directors (Committees). The Board and its Committees have authority to engage independent advisors and consultants and have used such services. The primary responsibilities of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are set forth in the respective committee 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
 
 
 
 
 
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Ronald S. Jankov
 
 
 
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Mary Louise Krakauer
 
 
 
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Thomas H. Lee
 
 
 
 
 
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J. Michael Patterson
 
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Chair
 
 
 
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Albert A. Pimentel
 
Chair
 
 
 
 
 
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Marshall C. Turner
 
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Elizabeth W. Vanderslice
 
 
 
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Chair
 
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Employee Director:
 
 
 
 
 
 
 
 
Victor Peng
 
 
 
 
 
 
 
 
Audit Committee
The current members of the Audit Committee are Albert A. Pimentel, J. Michael Patterson and Marshall C. Turner. During fiscal 2018, the Audit Committee held five meetings. The Audit Committee assists the Board in fulfilling its oversight responsibilities

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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 and 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, Mary Louise Krakauer and Elizabeth W. Vanderslice. The Board has determined that each member of the Compensation Committee meets the independence requirements under the SEC rules and the Nasdaq listing standards. During fiscal 2018, the Compensation Committee held ten 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 awards. 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 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. Mr. Segers was also a member of the Nominating and Governance Committee during a portion of fiscal 2018. During fiscal 2018, the Nominating and Governance Committee held five 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 the Board 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 2018. 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. Our Significant Corporate Governance Principles affirm our 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 focus of the Nominating and Governance Committee may change from time to time to take into account changes in business and other trends, as well as 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 the annual evaluation of current Board members, and as otherwise deemed appropriate, 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

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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 search firms to assist the Nominating and Governance Committee in identifying and assessing director candidates with a specific focus on potential qualified candidates who are women or from underrepresented minorities. 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
The 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 coordinating ongoing 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 and cybersecurity 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 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 the 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 the Audit Committee, Compensation Committee and Nominating and Governance Committee are posted on our website at www.investor.xilinx.com. 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 an “independent director” as defined in the Nasdaq listing standards, 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 and chairing the meetings of the Committee of Independent Directors, among other duties, 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. Our Chairman, Dennis Segers, is an independent director, so we currently do 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, except in the case of a contested election in which the number of nominees exceeds the number of directors to be elected. In such contested elections, 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 is required to tender his or her resignation to the Board, which will announce its decision with regard to such resignation within 120 days following the certification of election results.
Board Evaluation
The Board conducts an annual evaluation of its performance, which is overseen by the Nominating and Governance Committee. 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.

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Board Service Limits and Terms
The Board has set a limit on the number of public company boards on which a director may serve to three for our Chief Executive Officer and four for all other directors, including 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 is required to 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.
Director Education
The Company offers internal and external course selections for new-director orientation as well as continuing education. Directors 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 Xilinx 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 is currently $65,000, and therefore directors are currently required to own common stock with a value of at least $325,000. Based on $69.60, the closing price of our common stock on May 25, 2018, $325,000 would purchase 4,669 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 $69.60, the closing price of our common stock on May 25, 2018, eight of our nine non-employee directors have met the stock ownership requirements. Ms. Krakauer, who joined the Board in fiscal 2018, has 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. Any person serving as Chief Operating Officer is required to own shares of our common stock having a value of at least $1.5 million. Executive vice presidents 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 (i.e., any officer that is deemed to be an executive officer under SEC rules for purposes of Section 16 of the Exchange Act) 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. Messrs. Peng, Önder and Madden have not yet met the stock ownership requirements.
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.  Pursuant to this plan, in January 2018, Mr. Peng, previously the Company’s Chief Operating Officer, succeeded Moshe Gavrielov as President and CEO.
Codes of Conduct and Ethics
The Board has adopted a Code of Conduct applicable to our directors, employees and contractors, including our CEO and 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

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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 Board has adopted a separate Code of Ethics that applies specifically to the Board, which covers topics including insider trading, confidentiality, conflicts of interests and compliance with other laws.
The Code of Conduct and the Code of Ethics are 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.
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.
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 recognizes the interests of stockholders and, accordingly, as related to the Company’s equity plans:
All employee stock plans are submitted to the stockholders for approval prior to adoption;
The 2007 Equity Plan includes a provision that prohibits repricing of options, whether through direct reduction of exercise prices, cancellation of the option or stock appreciation right (SAR) in exchange for a new option or SAR having a lower exercise price, or replacement of options or SARs with full value awards (i.e., awards 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 granted to non-employee directors; and
The Company is committed to keeping dilution under its stock plans for employees below 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 her 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 employees of the Company receive compensation for their service as directors. Directors who are actively employed as employees by the Company receive no additional compensation for their service as directors. Mr. Peng is currently the only employee director of the Company.
Cash Compensation
Our non-employee directors are paid in installments on a quarterly and pro-rated basis depending on such director’s service during the quarter. Following is a schedule of annual cash compensation for service on the 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
 
$65,000
 
Audit Committee
 
$12,500
 
Compensation Committee
 
$10,000
 
Nominating and Governance Committee
 
$7,500
 
 
 
 
Lead Independent Director
 
$10,000
As presented in the above table, through fiscal 2018, all Board members received a base annual retainer of $65,000 and could receive additional fees depending on their service as a chairperson of the Board or chairperson or member of a Board committee. Effective August 1, 2018, the annual cash retainer for Board members will be $72,500, and the additional cash retainer for the Board chairperson and the Audit Committee chairperson will be $115,000 and $30,000, respectively. For fiscal 2018, we did not have a Lead Independent Director, because 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 having a value of $200,000 on the date of each annual stockholders meeting, provided the non-employee director continues in office following the meeting. To date, the number of shares subject to such RSUs has been based on the closing market price of our common stock on the date of grant. Beginning with this year’s Annual Meeting, the number of shares will be based on the average of the closing prices on each of the trading days occurring during the three calendar months immediately prior to the month in which the grant occurs. The annual RSU awards vest on the day immediately preceding the subsequent annual meeting, subject to the director’s continuous service on the Board through that date. On August 9, 2017, the date of the 2017 Annual Meeting of Stockholders, each non-employee director continuing in office after the meeting was automatically granted RSUs having a value of $200,000. On that date, the closing market price of our common stock was $62.74; accordingly, each non-employee director received a grant of 3,188 RSUs that will vest in full on July 31, 2018, the day immediately preceding the Annual Meeting.
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 director will receive RSUs having a value of $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. The RSUs vest in full on the day immediately preceding the subsequent annual meeting of stockholders. On November 10, 2017, on which date the closing market price of our common stock was $71.87, Ms. Krakauer received a grant of 2,165 RSUs that will vest in full on July 31, 2018.
Limit on Non-Employee Director Compensation
Our 2007 Equity Plan limits cash and equity compensation for each non-employee director to no more than $750,000 per fiscal year.
Stock Ownership Guidelines
Under our stock ownership guidelines, non-employee directors are required to own shares of Xilinx 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 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.

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For more information about stock ownership guidelines for directors, please see “DIRECTORS AND CORPORATE GOVERNANCE—Corporate Governance Principles—Stock Ownership Requirements.”
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.” In addition, pursuant to the 2007 Equity Plan, non-employee directors may elect to defer the receipt of shares issuable pursuant to RSUs that are automatically granted to them each year.
Director Compensation for Fiscal 2018
The following table provides information on director compensation in fiscal 2018:
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
($)
 
Total
($)
Dennis Segers (Chairman)
 
131,608

 
195,616

 
 
 
 
 

 
327,224

Saar Gillai
 
72,500

 
195,616

 
 
 
 
 

 
268,116

Mary Louise Krakauer
 
31,688

 
152,633

(2)
 
 
 
 

 
184,321

Ronald S. Jankov
 
75,000

 
195,616

 
 
 
 
 

 
270,616

Thomas H. Lee
 
72,500

 
195,616

 
 
 
 
 

 
268,116

J. Michael Patterson
 
97,500

 
195,616

 
 
 
 
 

 
293,116

Albert A. Pimentel
 
90,000

 
195,616

 
 
 
 
 

 
285,616

Marshall C. Turner
 
77,500

 
195,616

 
 
 
 
(3)
 

 
273,116

Elizabeth W. Vanderslice
 
90,000

 
195,616

 
 
 
 
(3)
 

 
285,616

(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 2018 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 2018 filed with the SEC on May 15, 2018. As of March 31, 2018, each director, other than Ms. Krakauer, had 3,188 RSUs, and Ms. Krakauer had 2,165 RSUs. These RSUs will vest in full on July 31, 2018, the day immediately preceding the Annual Meeting.
(2)
Ms. Krakauer was appointed to the Board on October 29, 2017, and received an initial grant of RSUs, pro-rated based on the number of days from between her appointment date and August 9, 2018 (the anniversary of our 2017 annual meeting). For more information about Initial Grants and Annual Grants see the section above entitled “DIRECTORS AND CORPORATE GOVERNANCE—Compensation of Directors.”
(3)
This director participated in the Company’s nonqualified deferred compensation plan in fiscal 2018. 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 25, 2018, including the right to acquire beneficial ownership within 60 days of May 25, 2018, 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
 
 
 
 
 
 
The Vanguard Group, Inc.
 
28,792,009

(2)
 
11.4
%
 
100 Vanguard Boulevard
Malvern, PA 19355
 
 
 
 
 
 
BlackRock, Inc.
 
17,533,546

(3)
 
6.9
%
 
55 East 52nd Street
New York, NY 10022
 
 
 
 
 
 
Non-Employee Directors and Nominee
 
 
 
 
 
 
Dennis Segers
 
7,114

(4)
 
*

 
Raman Chitkara
 
400

(4)
 
*

 
Saar Gillai
 
4,924

(4)
 
*

 
Ronald S. Jankov
 
4,924

(4)
 
*

 
Mary Louise Krakauer
 

 
 
*

 
Thomas H. Lee
 
4,924

(4)
 
*

 
J. Michael Patterson
 
28,282

(5)
 
*

 
Albert A. Pimentel
 
26,147

(6)
 
*

 
Marshall C. Turner
 
42,252

(7)
 
*

 
Elizabeth W. Vanderslice
 
31,281

(8)
 
*

 
Named Executive Officers
 
 
 
 
 
 
Victor Peng
 
56,120

(9)
 
*

 
Lorenzo A. Flores
 
51,573

(10)
 
*

 
Vincent L. Tong
 
82,457

(11)
 
*

 
Emre Önder
 

 
 
 
 
William Madden
 

 
 
 
 
Moshe N. Gavrielov
 
50,511

(4)
 
*

 
Steven L. Glaser
 
644

(4)
 
*

 
All current directors and executive officers as a group (17 persons)
 
399,665

(12)
 
*

 
*    Less than 1%
(1)
The beneficial ownership percentage of each stockholder is calculated on the basis of 253,482,217 shares of common stock outstanding as of May 25, 2018. Any additional shares of common stock that a stockholder has the right to acquire within 60 days after May 25, 2018 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, 2017, which was filed by this stockholder pursuant to Section 13(d) of the Exchange Act (Section 13(d)) on February 9, 2018, reporting beneficial ownership of 28,792,009 shares of common stock, consisting of 356,410 shares as to which it has sole voting power, 46,526 shares as to which it has shared voting power, 28,395,163 shares as to which it has sole dispositive power and 396,846 shares as to which it has shared dispositive power.

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(3)
Based on information contained in a Schedule 13G, reflecting stock ownership information as of December 31, 2017, which was filed by this stockholder pursuant to Section 13(d) on February 8, 2018, reporting beneficial ownership of 17,533,546 shares of common stock, consisting of shares as to which it has sole dispositive power, including 15,266,232 shares as to which it has sole voting power and no shares as to which it has shared dispositive or voting power.
(4)
All of the shares are held directly.
(5)
Consists of 26,282 shares held directly and 2,000 shares held by Mr. Patterson’s spouse.
(6)
Consists of 26,147 shares held in a family trust.
(7)
Consists of 41,502 shares held directly and 750 shares held by Mr. Turner’s spouse.
(8)
Consists of 28,295 shares held directly and 2,986 shares held in joint tenancy.
(9)
Consists of 24,343 shares held directly and 31,777 shares issuable upon vesting of RSUs, which represents 9,217 shares, 12,870 shares, and 9,690 shares issuable upon vesting of RSUs granted in fiscal years 2016, 2017, and 2018, respectively. The 9,690 shares for the fiscal year 2018 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.
(10)
Consists of 28,749 shares held directly and 22,824 shares issuable upon vesting of RSUs, which represents 4,444 shares, 12,870 shares, and 5,510 shares issuable upon vesting of RSUs granted in fiscal years 2016, 2017, and 2018, respectively. The 5,510 shares for the fiscal year 2018 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.
(11)
Consists of 55,403 shares held directly and 27,054 shares issuable upon vesting of RSUs, which represents 6,584 shares, 12,870 shares, and 7,600 shares issuable upon vesting of RSUs granted in fiscal years 2016, 2017, and 2018, respectively. The 7,600 shares for the fiscal year 2018 grant represents the pro-rata vesting as a result of actual (not target) performance achievement under that RSU.
(12)
Includes an aggregate of 126,568 shares issuable upon exercise of options or vesting 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 2018
The table below sets forth certain information, as of March 31, 2018, 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
 
7,008
(1)
 
$
33.94

(2)
 
11,342
(3)
Employee Stock Purchase Plan
 
N/A
  
 
N/A

  
 
9,135
  
Total-Approved Plans
 
7,008
  
 
$
33.94

  
 
20,658
  
 
(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 2018. In May 2018, the Compensation Committee determined the actual number of RSUs earned based on performance achievement for performance-based RSUs awarded in fiscal 2018. For more information on the number of RSUs at 100% performance achievement and the actual performance achievement for performance-based RSUs awarded in fiscal 2018, see the table under “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Compensation Elements—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)
Our stockholders approved the adoption of the 2007 Equity Plan on July 26, 2006 and authorized 10.0 million shares to be reserved for issuance thereunder. The 2007 Equity Plan became effective on January 1, 2007. It replaced both the Company’s 1997 Stock Plan (which expired on May 8, 2007) and the Supplemental Stock Option Plan. Our stockholders subsequently approved amendments to the 2007 Equity 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, August 10, 2016 and August 9, 2017, at which point they authorized the reservation of an additional 5.0 million shares, 4.0 million shares, 5.0 million shares, 4.5 million shares, 4.5 million shares, 3.5 million shares, 2.0 million shares, 3.0 million shares, 2.5 million shares and 1.9 million 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 executive compensation program in general and how it operates with respect to our executive officers and, in particular, our named executive officers. For fiscal 2018, our named executive officers consisted of each individual who served as our Chief Executive Officer at any time during the fiscal year, our Chief Financial Officer, our three other most highly-compensated executive officers serving at the end of fiscal 2018 and one additional individual who would have been included among that group of most highly-compensated executive officers had he continued to serve as an executive officer through the end of fiscal 2018. These named executive officers are as follows:
Victor Peng, President and Chief Executive Officer;
Lorenzo A. Flores, Executive Vice President and Chief Financial Officer;
Vincent L. Tong, Executive Vice President, Global Operations and Quality;
Emre Önder, Senior Vice President, Product and Vertical Marketing;
William Madden, Senior Vice President, Hardware and Systems Product Development;
Moshe N. Gavrielov, former President and Chief Executive Officer; and
Stephen L. Glaser, former Senior Vice President, Corporate Strategy and Marketing.
Management Changes in Fiscal 2018
On January 4, 2018, Mr. Peng was appointed President and Chief Executive Officer, effective January 29, 2018. Mr. Gavrielov stepped down from these roles and resigned from the Board at that time. Also on January 4, 2018, Mr. Flores was promoted from Senior Vice President to Executive Vice President, effective February 1, 2018, while retaining the position of Chief Financial Officer.
Effective January 5, 2018, Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing.
On August 21, 2017, Mr. Önder joined the Company as Senior Vice President, Product and Vertical Marketing.
Executive Summary
Fiscal 2018 Business Highlights
We achieved success on many fronts during fiscal 2018, including increased net revenues over the prior fiscal year. Our key financial and product highlights from fiscal 2018 were as follows:
Overall net revenues were $2.54 billion, up 8% from the prior fiscal year.
Revenues from our Advanced Products reached $1.38 billion, a 28% increase over the prior fiscal year.
We established significant momentum in our data center end market, both developing the foundation for and building out a vibrant ecosystem. We demonstrated significant developer engagement on the AWS F1 instance and have trained a total of more than 400 developers. We also continue to invest in SDAccel environment and middleware libraries to make it easier for software programmers to program Xilinx FPGAs in higher level languages using industry standard APIs and frameworks.
We announced a new breakthrough product category called Adaptive Compute Acceleration Platform (ACAP) that extends far beyond the capabilities of an FPGA. An ACAP is a highly-integrated multi-core heterogeneous compute platform that can be changed at the hardware level to adapt to the needs of a wide range of applications and workloads, including Artificial Intelligence, and workloads resulting from explosive growth of unstructured data such as database acceleration and video transcoding.
We returned $475 million to our stockholders through our stock buyback programs.
We paid our stockholders a record $353 million in dividends.
Fiscal 2018 Compensation Highlights
Fiscal 2018 was a significant year for us with respect to compensation actions and decisions:
Focal Review Decisions
During our focal review period in May 2017, the Compensation Committee took the following compensation actions with respect to our named executive officers:

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Base salaries - Increased their base salaries by percentages ranging from 1.3% to 10%, including increases relating to promotions. Neither Mr. Gavrielov, our then-Chief Executive Officer, nor Mr. Önder, who joined the Company after May 2017, nor Mr. Glaser received a base salary increase in fiscal 2018.
Target annual cash incentives - Increased the target annual cash incentive compensation for Mr. Peng to 115% of base salary in connection with his promotion to Chief Operating Officer to maintain the competitiveness of his target total cash compensation level. None of our other then-named executive officers received an increase in their target annual cash incentive compensation at that time.
Long-term equity incentive compensation - Granted them performance-based restricted stock unit (RSU) awards with values ranging from $900,000 to $5,400,000.
Management Changes
During fiscal 2018, the Board implemented a multi-year succession plan with respect to the Chief Executive Officer position, which culminated in the retirement of Mr. Gavrielov in January 2018 and the appointment of Mr. Peng as Chief Executive Officer. Also during fiscal 2018, Mr. Önder was appointed Senior Vice President, Product and Vertical Marketing, Mr. Flores was promoted to Executive Vice President, and Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing. In connection with their promotions, Mr. Peng’s annual base salary was increased to $700,000 and his target annual cash incentive compensation was increased to 150% of base salary, effective January 29, 2018, and Mr. Flores’s annual base salary was increased to $440,000, effective February 1, 2018.
Annual Cash Incentive Payment
In light of the performance outcomes with respect to revenue growth, operating profit and individual performance during fiscal 2018, we made cash incentive payments to Mr. Peng equal to 120% of his target annual cash incentive compensation and to our other named executive officers (other than Mr. Glaser) equal to an average of 119% of their average target annual cash incentive compensation.
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 measures that provide a balance between short-term results and drivers of long-term value.
We provide our executive officers with three primary elements of pay: base salary, a cash incentive compensation opportunity and long-term equity incentive compensation. The performance-based incentives, consisting of an annual cash incentive and annual equity awards, together constitute the largest portion of the target total direct compensation for our executive officers. The following charts show the pay mix for (i) Mr. Peng, our Chief Executive Officer as of March 31, 2018, and (ii) our other named executive officers who were employed by us at the end of fiscal 2018:
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12321121&doc=5

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The foregoing percentages were calculated using annual base salary, target annual cash incentive compensation, the grant date fair value of equity awards and all other compensation as reported for fiscal 2018 in the Summary Compensation Table below. We use target annual cash incentive compensation rather than the actual amounts earned because the target amount better reflects the way in which we intended to compensate Mr. Peng as Chief Executive Officer, since he did not become Chief Executive Officer until January 29, 2018 and since he earned significantly less in annual base salary and incentive compensation prior to becoming CEO. Although Mr. Peng’s annual base salary and annual cash incentive compensation as CEO were pro-rated for the portion of the fiscal year during which he served as CEO, for purposes of the above chart, we have annualized Mr. Peng’s base salary and annual target cash incentive compensation as if he had served as CEO during the entire fiscal year. In addition, the chart relating to other named executive officers excludes the compensation earned by two former executive officers, Moshe Gavrielov and Steven Glaser, as their mix of compensation for fiscal 2018 is not representative of how we generally compensate our executive officers.
Fiscal 2018 Performance-Based Incentive Compensation Framework
Our annual cash and long-term equity incentives together provide a balanced and comprehensive view of performance. The annual cash incentive components of our executive compensation program consist of annual revenue growth (the Growth Component), operating profit (the Operating Profit Component) and individual performance of each executive officer, based on a variety of performance objectives (the Individual Performance Component). For these purposes, revenues and operating profit are each determined in accordance with generally accepted accounting principles, except that, for purposes of calculating operating profit for the fiscal year, we disregard the estimated cash incentive compensation that is accrued for that fiscal year. The way these components factor into incentive compensation is illustrated in the chart below and more fully discussed throughout this Compensation Discussion and Analysis:
Fiscal 2018 Annual Incentive Cash Compensation Framework
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12321121&doc=2
The Growth Component, which is weighted at 40%, is determined and paid annually. The Operating Profit Component, which is weighted at 35%, is determined and paid semi-annually. The Individual Performance Component is determined and paid semi-annually for all executive officers, except for our Chief Executive Officer, for whom it is determined and paid annually. The Individual Performance Component is weighted at 25%, but the weighting of specific performance objectives varies among our executive officers.
The long-term equity incentive compensation is awarded to our executive officers in the form of performance-based RSU awards. The shares subject to the performance-based RSU awards are earned based on our achievement of pre-established financial and operational goals at the end of a one-year performance period corresponding with our fiscal year.
The four performance components applicable to the fiscal 2018 performance-based RSU awards were:
28nm revenue, combined with total revenue, weighted at 40% (the 28nm Revenue Component);
20nm and 16nm revenue, combined with total revenue, weighted at 30% (the 20nm/16nm Revenue Component);
technology leadership, weighted at 20% (the Technology Component); and
quality leadership, weighted at 10% (the Quality Component).

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The way these components factor into long-term incentive compensation is illustrated in the chart below and more fully discussed throughout this Compensation Discussion and Analysis:
Fiscal 2018 Long-Term Equity Incentive Compensation Framework
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12321121&doc=7

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Governance Policies and Practices
We maintain several policies and practices to help ensure that our overall program reflects sound governance standards and drives financial performance. We have also made the decision not to implement some practices that many companies have historically followed because we believe they would not serve the long-term interests of our stockholders.
What We Do
 
What We Don’t Do
þ
Fully-Independent Compensation Committee.  The Compensation Committee determines our compensation strategy for executive officers and consists solely of independent directors.
 
ý
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
Independent Compensation Advisor.  The Compensation Committee engages an independent compensation consultant to provide independent analysis, advice and guidance on executive compensation.
 
ý
Hedging.  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.
 
 
 
 
 
þ
Annual Executive Compensation Review.  The Compensation 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
Perquisites.  We do not generally provide perquisites to officers other than benefits with broad-based employee participation that are standard in the technology sector, except when specifically determined to be appropriate in light of the executive officer’s circumstances.
 
 
 
 
 
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
Option Repricing. Our 2007 Equity Plan prohibits repricing of out-of-the-money options or stock appreciation rights to a lower exercise or strike price without approval of our stockholders.
 
 
 
 
 
þ
At-Risk Compensation.  A significant portion of compensation for our executives is based on the performance of both the Company and the individual executive.
 
ý
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 RSU awards.
 
ý
SERP or Defined Benefit Plans. We do not provide a Supplemental Executive Retirement Plan (SERP) or a defined benefit plan.
 
 
 
 
 
þ
Robust Stock Ownership Guidelines.  We have executive stock ownership guidelines and holding requirements that cover our executive officers.
 
ý
Pledging. We prohibit our employees, including executive officers, from pledging Company stock or holding it in a margin account.
 
 
 
 
 
þ
Clawback Policy. We have a clawback, 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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2017 Stockholder Advisory Vote on Named Executive Officer Compensation
We have held an annual non-binding advisory vote on the compensation of our named executives in our proxy statements since our 2011 annual meeting of stockholders. The following chart shows the percentage of stockholder approval for the compensation of our named executive officers for the past five years:
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12321121&doc=10
As shown in this chart, at our 2017 annual meeting of stockholders, the most recent non-binding stockholder vote on the compensation of our named executive officers, 98.2% of the votes cast by our stockholders were voted in favor of the compensation of our named executive officers.
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 2018. Accordingly, and as a result of the favorable say-on-pay vote, the Compensation Committee continued its general approach to executive compensation, emphasizing performance-based compensation.
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 as expressed at our 2017 annual meeting of stockholders in August 2017 on the frequency of future advisory votes on the compensation of our named executive officers.
Key Management Changes During Fiscal 2018
Execution of Succession Plan
During fiscal 2018, the Board took steps to implement a multi-year succession plan with respect to the Chief Executive Officer position. Among other things, this plan involved the following actions:
Promotion of Mr. Peng to Chief Operating Officer - On April 10, 2017, the Board appointed Mr. Peng as Chief Operating Officer, increased his annual base salary to $550,000, effective as of the beginning of the fiscal year, and increased his target annual cash incentive compensation to 115% of his annual base salary.
Amendment of Mr. Gavrielov’s Employment Agreement - We entered into an amended employment agreement with Mr. Gavrielov providing for his continued employment through August 1, 2020, followed by a one-year consulting period to assist in the orderly transition to a successor Chief Executive Officer. Mr. Gavrielov’s unique knowledge and experience were considered essential to ensuring alignment with our strategic plans during the succession period. As an incentive for Mr. Gavrielov to remain with the Company during the full succession period, the amended employment agreement provided for the grant of a time-based RSU award with a value of $10 million, with half the shares vesting in three annual installments, the first of which will occur on the second anniversary of the grant date, and the other half vesting in three annual installments, the first of which will occur on the third anniversary of the grant date. Mr. Gavrielov was also eligible to receive a performance-based RSU award as determined by the Compensation Committee in connection with our annual grant process for fiscal 2018. In addition, Mr. Gavrielov’s post-employment compensation arrangements were amended as described below under “Potential Payments Upon Termination or Change in Control.” Prior to the end of fiscal 2018, the Board decided to accelerate the transition to Mr. Peng as CEO in order to align our leadership with our evolving business strategy; in connection with this transition, pursuant to his employment agreement, Mr. Gavrielov

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received certain severance benefits, including acceleration of all time-based vesting under his RSU awards, as described below under “Potential Payments Upon Termination or Change in Control.”
Promotion of Mr. Peng to Chief Executive Officer - On January 4, 2018, Mr. Peng was appointed President and Chief Executive Officer, effective January 29, 2018. In connection with this appointment, we entered into an employment agreement with Mr. Peng providing for the following compensation arrangements:
An annual base salary of $700,000, effective January 29, 2018;
A target annual cash incentive compensation equal to 150% of his annual base salary, beginning with our fiscal year ending March 30, 2019, based on the achievement of performance objectives as determined by the Compensation Committee, as well as a corresponding increase in target annual cash incentive compensation to 150% of base salary from January 29, 2018 through March 31, 2018;
The grant of a time-based RSU award with a value of $1 million, which vests in four substantially equal annual installments beginning on the first anniversary of the date of grant; and
The grant of a performance-based RSU award with a value of $4,500,000 with respect to fiscal 2019.
In establishing the compensation arrangements for Mr. Peng, we took into consideration several factors, including the requisite experience and skills that a qualified chief executive officer candidate would need to lead and manage a growing business in a dynamic and ever-changing environment, the competitive market for similar candidates at other comparable companies based on a review of competitive market data, including data drawn from the companies in our compensation peer group and selected compensation surveys, his then-current compensation arrangements, the need to balance both competitive and internal parity considerations and information provided by the Compensation Committee’s compensation consultant.
The terms and conditions of Mr. Peng’s employment agreement are described below under “Potential Payments Upon Termination or Change in Control.”
Consulting Arrangement with Mr. Gavrielov - Concurrent with his retirement as President and Chief Executive Officer, as provided in his employment agreement, we entered into a consulting agreement with Mr. Gavrielov, effective February 2, 2018, whereby he agreed to provide consulting and transition services for a one-year period following termination of his employment (the Consulting Period) in return for consulting fees at an annual rate of $2 million. If we terminate Mr. Gavrielov’s service without cause during the Consulting Period or elect not to continue his service following the completion of the Consulting Period, the vesting of his outstanding equity awards will be accelerated (to the extent he receives any awards in addition to those which were accelerated upon the termination of his employment) as if he had continued to perform services for an additional 12 months following the Consulting Period.
Additional Management Changes
Mr. Önder joined the Company on August 21, 2017 as Senior Vice President, Product and Vertical Marketing. In connection with his appointment, we entered into an employment agreement with him providing for an annual base salary of $345,000, a target annual cash incentive compensation equal to 80% of his annual base salary, a time-based RSU award with a value of $1,250,000 (based on the average market price of our common stock during the previous three months), vesting in four annual installments, a cash “sign-on” bonus of $150,000 and reimbursement of expenses associated with relocation from Minnesota to San Jose, California.
Effective February 1, 2018, Mr. Flores was promoted to Executive Vice President, in connection with which his annual base salary was increased to $440,000 effective on that date and his target annual cash incentive compensation was increased to 100% of his annual base salary beginning with the fiscal year ending March 30, 2019.
Compensation Objectives and Decision-Making Process
Role of the Compensation Committee
The Compensation Committee, in consultation with our CEO for our executive officers other than the CEO, 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 our executive officers. The Compensation Committee, together with the independent members of the Board, evaluates our CEO’s performance and determines his compensation. In determining our compensation strategy, the Compensation Committee reviews competitive market data to ensure that we are able to attract, motivate, reward and retain quality executive officers and other employees. 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.

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The primary objectives of the Compensation Committee with respect to determining executive compensation are to attract, motivate and retain talented employees and to align the interests of our executive officers with those of our stockholders, with the ultimate objective of enhancing stockholder value. It is the philosophy of the Compensation Committee that the best way to achieve this is to provide our executive officers 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 our executive officers’ 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 of our executive officers is intended to create an executive compensation program that is competitive with comparable companies.
Role of the Compensation Consultant
In fiscal 2018, the Compensation Committee retained Compensia, a national compensation consulting firm, to act as its compensation consultant. Compensia reported directly to the Compensation Committee. Compensia provided the Compensation Committee with general advice on compensation matters, including reviewing the composition of the compensation 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.
Compensia did not provide any additional services to us 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 2018. We pay the costs for Compensia’s services. Based on the above and its review of the factors set forth under Exchange Act Rule 10C-1 and in the Nasdaq listing requirements, the Compensation Committee assessed the independence of Compensia and concluded that no conflict of interest exists that would prevent Compensia from independently advising the Compensation Committee during fiscal 2018.
In fiscal 2018, the Compensation Committee met regularly in executive session with Compensia without management present.
Use of Compensation Peer Group
Each year, the Compensation Committee directs its compensation consultant to develop a group of peer companies for purposes of examining, determining and setting compensation for our executive officers. The criteria for determining which companies to include in the peer group include some or all of the following criteria: (i) they operate in a similar industry to ours; (ii) they are of roughly similar size (as measured by revenues and aggregate market capitalization); (iii) they have profitability and price-to-sales ratio similar to ours; and (iv) they are companies with whom we compete for executive talent.
After receiving and discussing the compensation consultant’s report, the Compensation Committee approved the peer group companies for fiscal 2018 in the third quarter of fiscal 2017. The Compensation Committee removed Atmel Corporation, Fairchild Semiconductor International, Inc. and SanDisk Corporation from the peer group for fiscal 2018 because they had been acquired. Although Broadcom Corporation was acquired by Avago Technologies Limited, it was retained in the peer group as Broadcom Limited because of its relevancy as a principal business competitor. Qorvo, Inc. was added to the peer group based on its comparability with respect to revenues and market capitalization and because it is in the semiconductor sector.
The compensation peer group for fiscal 2018 consisted of the following companies:
•   Advanced Micro Devices, Inc.
•   Analog Devices, Inc.
•   Autodesk, Inc.
•   Broadcom Limited
•   Brocade Communications Systems Inc.
•   Cadence Design Systems, Inc.
•   Cypress Semiconductor Corporation
 
•   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
•  Qorvo, Inc.
•   Skyworks Solutions, Inc.
•   Synopsys, Inc.
This compensation peer group was used by the Compensation Committee during fiscal 2018 as a reference for understanding the competitive market for executive positions in our industry sector.
A summary of the four-quarter trailing revenue by quartile and market capitalization of the peer companies at the time the Compensation Committee approved the compensation peer group for use in fiscal 2018 is as follows:

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Peer Group Four-Quarter Revenue and Market Capitalization for Fiscal Year 2018 Compensation Decisions
 
 
Peer Group Financials (1)
Quartile
 
Four Quarter Trailing Revenue
($ in millions)
 
Market Capitalization
($ in millions)
75th Percentile
 
3,418
 
14,596
50th Percentile
 
2,458
 
10,960
25th Percentile
 
2,236
 
5,906
Xilinx, Inc.
 
2,240
 
13,501
(1) Data is based on available market information as of October 2016.
Based on the foregoing, our revenue approximated the 25th percentile of the peer group companies and our market capitalization approximated the 63rd percentile of the peer group companies at the time the peer group was approved.
Data on the compensation practices of the compensation peer group was generally gathered through searches of publicly available information, including publicly available databases. In preparing its report, the compensation consultant reviewed data from Radford Surveys + Consulting (Radford), specifically the Radford Global Technology Survey, as well as the definitive proxy statements for each of the peer group companies. Peer group data was gathered with respect to base salary, bonus targets and equity awards. Where this approach yielded an insufficient number of data points with respect to an executive position, the compensation consultant reviewed additional data from its own proprietary database.
In determining adjustments to executive compensation, the Compensation Committee not only reviews and considers the compensation advice and analysis provided by its 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.
Compensation Determination for Chief Executive Officer
The Compensation Committee annually reviews the performance of our Chief Executive Officer in light of the goals and objectives of our executive compensation program, and approves his compensation. The review of the performance and compensation of our Chief Executive Officer and all other executive officers is conducted annually during the period commencing approximately mid-May, which we call our Focal Review Period. The Compensation Committee uses both objective data from peer group companies, including comparisons of the compensation paid to chief executive officers at the companies in the compensation peer group, and subjective policies and practices, including an assessment of our Chief Executive Officer’s achievements and contribution, to determine his compensation. In determining the long-term equity incentive component of our Chief Executive Officer’s compensation, the Compensation Committee considers a number of relevant factors, including our performance and relative stockholder return, the value of similar awards to chief executive officers at the companies in the compensation peer group, the equity awards granted to our Chief Executive Officer in prior years and formal feedback from the independent members of the Board.
To provide further assurance of independence, the Compensation Committee’s compensation consultant provides its recommendation for Chief Executive Officer compensation. The compensation consultant prepares an analysis showing competitive chief executive officer compensation at the companies in the compensation peer group for the individual elements of compensation and total direct compensation. Next the compensation consultant provides the Compensation Committee with a range of recommendations for any change in our Chief Executive Officer’s base salary, target annual cash incentive compensation opportunity and equity award value. These recommendations take into account the peer group competitive pay analysis, expected future pay trends and, importantly, the position of our Chief Executive Officer in relation to other senior executives and proposed pay actions for all our other key employees. The range allows the Compensation Committee to exercise its discretion based on our Chief Executive Officer’s individual performance and other factors.
Compensation Determination for Other Executive Officers
Our Chief Executive Officer works with the Compensation Committee in establishing the compensation and benefits philosophy and strategy for our executive officers and also makes specific recommendations to the Compensation Committee with respect to the individual compensation for each of our executive officers other than himself. With respect to our executive officers, the

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Compensation Committee annually reviews with our Chief Executive Officer each executive officer’s performance in light of our 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 his or her accomplishments, areas of strength and areas of development, his or her scope of responsibility and contributions and his or her experience and tenure in the position. During the Focal Review Period, our Chief Executive Officer and members of our human resources department evaluate each executive officer’s performance during the year based on our Chief Executive Officer’s knowledge of his or her performance, an individual self-assessment and feedback provided by his or her peers and direct reports. Our Chief Executive Officer 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 our executive officers. Our Chief Executive Officer then makes a recommendation to the Compensation Committee as to each element of each executive officer’s compensation.
Compensation Elements
Our executive compensation program consists of three principal elements: base salary, cash incentive 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=12321121&doc=6

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Base Salary
In May 2017, the Compensation Committee reviewed the base salaries of our then-current executive officers focusing on the competitiveness of their salaries. After comparing their current salaries to the base salary levels at the companies in our compensation peer group, as well as considering the roles and responsibilities and potential performance of our named executive officers and the recommendations of our Chief Executive Officer (except with respect to his own base salary), the Compensation Committee increased the base salaries of our executive officers (other than Messrs. Gavrielov and Glaser) for fiscal 2018. The fiscal 2018 base salaries of our named executive officers were as follows:
Named Executive Officer Fiscal 2018 Base Salaries
Named Executive Officer
 
Fiscal Year 2017 Base Salary ($)
 
Fiscal Year 2018 Base Salary ($)
 
Percentage Adjustment
Victor Peng
 
500,000
 
700,000

(1)
 
40.0%
Lorenzo A. Flores
 
400,000
 
440,000

(2)
 
10.0%
Vincent L. Tong
 
425,000
 
440,000

 
 
3.5%
Emre Önder
 
 
345,000

(3)
 
N/A
William Madden
 
395,000
 
400,000

 
 
1.3%
Moshe N. Gavrielov (4)
 
800,000
 
800,000

 
 
N/A
Steven L. Glaser (5)
 
345,000
 
345,000

 
 
N/A
(1)
The Compensation Committee initially increased Mr. Peng’s annual base salary to $550,000, representing a 10% increase, in April 2017 in connection with his promotion to Chief Operating Officer and subsequently increased his annual base salary to $700,000 effective January 29, 2018 in connection with his appointment as President and Chief Executive Officer.
(2)
The annual base salary of Mr. Flores was increased to $415,000 as part of the Compensation Committee’s annual review of our executive compensation program and subsequently increased to $440,000 in connection with his promotion to Executive Vice President, effective February 1, 2018.
(3)
Mr. Önder’s annual base salary was approved by the Compensation Committee when he was appointed our Senior Vice President, Product and Vertical Marketing, effective August 21, 2017.
(4)
Mr. Gavrielov retired as President and Chief Executive Officer effective January 28, 2018, and his employment with the Company ended on February 1, 2018.
(5)
Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018.
Except as noted, these base salary adjustments were effective July 1, 2018.
Annual Cash Incentive Compensation
In May 2017, the Board approved the Xilinx, Inc. Executive Incentive Plan for fiscal 2018 (the 2018 Incentive Plan). The 2018 Incentive Plan was designed to link the annual cash incentives of our executive officers to the company-wide achievement of pre-established financial objectives and their achievement of individual performance goals.
Target Annual Cash Incentives
In connection with the adoption of the 2018 Incentive Plan, the Compensation Committee reviewed the target annual cash incentives of our executive officers, focusing on the competitiveness of their target total cash compensation opportunities. After comparing their current target annual cash incentives to the target cash incentive levels at the companies in our compensation peer group, as well as considering the roles and responsibilities and potential performance of our executive officers and the recommendations of our Chief Executive Officer (except with respect to his own target annual cash incentive), the Compensation Committee determined to maintain the target annual cash incentives of our executive officers for fiscal 2018 at their fiscal 2017 levels. Subsequently, however, the Compensation Committee increased Mr. Peng’s target cash incentive to 115% of base salary in connection with his promotion to Chief Operating Officer, retroactive to the beginning of fiscal 2018, and later to 150% of base salary in connection with his promotion to President and Chief Executive Officer effective January 29, 2018.

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The fiscal 2017 and 2018 target annual cash incentives of our named executive officer were as follows:
Named Executive Officer Fiscal 2018 Target Annual Cash Incentive

Named Executive Officer
 
Fiscal 2017 Target Annual Cash Incentive (as a percentage of base salary)
 
Fiscal 2018 Target Annual Cash Incentive (as a percentage of base salary)
Victor Peng
 
100

 
 
123

(1)
Lorenzo A. Flores
 
80

 
 
80

(2)
Vincent L. Tong
 
100

 
 
100

 
Emre Önder
 
N/A

 
 
80

(3)
William Madden
 
100

 
 
100

 
Moshe N. Gavrielov (4)
 
150

 
 
150

 
Steven L. Glaser (5)
 
80

 
 
80

 
(1)
Represents the aggregate target annual cash incentive that was payable to Mr. Peng, assuming he earned cash incentive payments equal to 115% of the salary he earned prior to January 29, 2018 and 150% of the salary he earned from that date through the end of fiscal 2018.
(2)
The target annual cash incentive for Mr. Flores was increased to 100% in connection with his promotion to Executive Vice President, effective April 1, 2018, after the end of fiscal 2018.
(3)
Mr. Önder’s target annual cash incentive was approved by the Compensation Committee when he was appointed our Senior Vice President, Product and Vertical Marketing, effective August 21, 2017.
(4)
Mr. Gavrielov retired as President and Chief Executive Officer effective January 28, 2018, and his employment with the Company ended on February 1, 2018.
(5)
Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018.
Performance Components
Under the 2018 Incentive Plan, annual cash incentive payments for our executive officers were determined using three different components, each with a different weighting. These components were:
annual revenue growth (Growth Component), weighted at 40%;
operating profit, determined in accordance with generally accepted accounting principles, excluding accrued compensation expense for estimated incentive compensation (Operating Profit Component), weighted at 35%; and
individual performance, based on the achievement of performance goals pertaining to each executive officer’s position and responsibilities (Individual Performance Component), weighted at 25%.
These components were the same as those used for fiscal 2017, except that the weighting for the Operating Profit Component increased to 35% from 30% and the weighting for the Individual Performance Component decreased to 25% from 30%. These changes in weightings were intended to focus our executive officers more on achieving our financial objectives for fiscal 2018.
For each of our named executive officers other than Mr. Gavrielov, the Operating Profit Component and the Individual Performance Component were to be paid on a semi-annual basis and the Growth Component was to be paid on an annual basis. For Mr. Gavrielov, the Operating Profit Component was to be paid on a semi-annual basis and the Growth Component and the Individual Performance Component were to be paid on an annual basis. In the discretion of the Compensation Committee, any extraordinary or one-time charges could be excluded for purposes of calculating the annual cash incentive payments under the 2018 Incentive Plan.
For purposes of the 2018 Incentive Plan, the Growth Component, Operating Profit Component and Individual Performance Component were designed as follows:
Growth Component. The Growth Component was designed to reward our year-over-year revenue growth. To emphasize the continued importance of achieving our revenue goal for fiscal 2018, the weighting of the Growth Component was maintained at 40%. The Growth Component was subject to a minimum threshold for any payout and a multiplier that increased the target payout depending on our performance. In fiscal 2018, the minimum increase in year-over-year revenue growth was 1.0% and the target increase was 6.0%. The Growth Component multiplier was 10% if the minimum revenue growth percentage was met and 100% if the target revenue growth percentage was met. If the target revenue growth percentage was met, the multiplier increased by

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increments of 20% for each percentage increase in revenue growth, and was capped at an annual maximum of 200%. The Growth Component was measured and paid on an annual basis.
The following table summarizes the general progression of the Growth Component multiplier for fiscal 2018:
Growth Component Scale
Revenue Growth %
(Year-over-Year in FY2018)
  
Growth Component
Multiplier (%)
<1.0
  
1
 
10.0
2
  
20.0
2.5
 
30.0
3
  
40.0
3.5
  
50.0
...
 
...
6
 
100.0
7
 
120.0
8
 
140.0
9
 
160.0
10
 
180.0
0.11 or greater
 
200.0
In fiscal 2018, we achieved 8% revenue growth, which exceeded our 6% target for the Growth Component threshold, resulting in a Growth Component multiplier of 140%.
Operating Profit Component. The Operating Profit Component was determined by a formula that measured and rewarded improvements in our operating profit. For purposes of the 2018 Incentive Plan, the Operating Profit Component was calculated on a semi-annual basis using the financial results for the fiscal six-month period, and was weighted 35%. The Operating Profit Component was designed to emphasize the importance of continually managing costs, increasing efficiencies and enhancing profitability. The Operating Profit Component was subject to a minimum threshold performance level for any payout and a multiplier that increased the payout depending on our performance. For the Operating Profit Component, achievement of the minimum threshold performance level resulted in a multiplier of 10%, and the multiplier increased to 100% when the target range of operating profit percentage was met. Thereafter, the multiplier increased until it was capped at a maximum of 200% for each semi-annual measurement period.
The following table summarizes the general progression of the Operating Profit Component multiplier for fiscal 2018:
Operating Profit Component Scale

Operating Profit %
(FY2018)
  
Operating Growth Component
Multiplier (%)
<21
  
22
 
10.0
23
  
20.0
...
 
...
31
  
90.0
32 to 33
  
100.0
34
 
110.0
35
 
120.0
36
 
130.0
...
 
...
42
 
190.0
43
 
200.0

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In fiscal 2018, we met our Operating Profit Component target of 32% in the first half of the year, resulting in a multiplier of 100%, while in the second half of the year we achieved operating profit of 34%, exceeding our Operating Profit Component target of 32%, resulting in a multiplier of 110%.
Individual Performance Component. Under the Individual Performance Component, each of our executive officers received up to a maximum of ten individual performance goals, measured over the full annual performance period in the case of Mr. Gavrielov and over two semi-annual performance periods in the case of each other executive officer. Each goal was assigned a weighting depending on the value of the goal as recommended by each executive officer and approved by the CEO. For each of our executive officers, achievement of each goal was measured on a scale of 0% achievement to 150% achievement. The threshold performance level for any payout of the Individual Performance Component was 50% for overall achievement, and the maximum performance was capped at 150%.
Each individual goal under the Individual Performance Component was directly related to our business objectives and corresponded to each executive officer’s position and responsibilities. The goals for our executive officers related to the broader corporate goals within the following categories:
Operational excellence and quality of results. This category consisted of goals related to adherence to product development plans and schedules, product delivery timeliness, product sales and gross margin achievement and sales achievement by geographic region.
Strategic initiatives and performance. This category consisted of goals related to product and portfolio assessment, including customer and end market sub-segment identification.
Leadership effectiveness. This category consisted of goals related to strategic leadership, responding to changes in the market and economic environment, organizational effectiveness and managing our relationship with stockholders.
For each executive officer (other than Mr. Gavrielov, our Chief Executive Officer at the time), our Chief Executive Officer, in consultation with the individual, assigned a weight to each goal that was measured in proportion to how that goal corresponded to the importance of the business objective involved. These goals and assigned weightings were submitted to the Compensation Committee for its review at the beginning of each semi-annual period. At the end of each semi-annual period, each executive officer prepared a self-assessment of his or her level of achievement of each goal on a scale of 0% to 150%. Our Chief Executive Officer then reviewed with such executive officer his or her performance for the period and then determined his or her level of achievement for each goal on the same scale. Based on our Chief Executive Officer’s determination of the level of goal achievement, he then recommended to the Compensation Committee an Individual Performance multiplier, on a scale of 0% to 150%, for each executive officer. After reviewing our Chief Executive Officer’s semi-annual assessment and recommendation, the Compensation Committee determined and approved the multiplier and semi-annual payout for each executive officer.
For our Chief Executive Officer, the Compensation Committee, in consultation with him, determined each of his goals, which were measured in proportion to the importance of that goal to our business. At the end of the annual period, the Chief Executive Officer prepared a self-assessment of his level of achievement of each goal on the same 0%-to-150% scale and submit this self-assessment to the Compensation Committee. After reviewing the self-assessment and making its own evaluation of the Chief Executive Officer’s performance, the Compensation Committee discussed its recommendation for the Chief Executive Officer’s multiplier and annual payout with the independent members of the Board outside the presence of the Chief Executive Officer. The Compensation Committee then determined and approved the Chief Executive Officer’s payout amount. In assessing the Chief Executive Officer’s achievements and approving his compensation, the Compensation Committee and independent members of the Board 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 25%, was paid annually for Mr. Gavrielov and semi-annually for each of our other executive officers in fiscal 2018. A summary of each named executive officer’s individual performance goals is set forth in the footnotes to the table below titled “Named Executive Officer Annual Cash Incentive Payment for Fiscal 2018.”
Payment Calculations for Executive Officers
Under the 2018 Incentive Plan, annual cash incentive payments were calculated slightly differently for our Chief Executive Officer compared to our other executive officers, given that the Individual Performance Component was determined on an annual basis for the Chief Executive Officer and on a semi-annual basis for all other executive officers.

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Annual Cash Incentive Payment for Chief Executive Officer. The calculation to determine the annual cash incentive payment for our Chief Executive Officer was as follows:
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Annual Cash Incentive Payments for Other Executive Officers. The calculation to determine the annual cash incentive payments for our named executive officers, other than the Chief Executive Officer, was as follows:
Named Executive Officer (Other than CEO) Cash Incentive Calculation

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12321121&doc=4
Annual Cash Incentive Payments for Fiscal 2018
We met the operating profit objective in the first half of the year, resulting in a 100% payment for the first half of the fiscal year under the Operating Profit Component, and we exceeded the operating profit objective in the second half of the year, resulting in a 110% payment for the second half of the fiscal year under the Operating Profit Component.
Payouts to our named executive officers (other than Messrs. Peng and Gavrielov) under the Individual Performance Component for the first half of the fiscal year ranged from 100% to 114% of target. In the second half of the fiscal year, the payouts to our named executive officers (other than Messrs. Peng and Gavrielov) under the Individual Performance Component ranged from 98% to 113% of target.

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Mr. Peng, who became Chief Executive Officer during fiscal 2018, received a payment that was 110% of target for the first half of the year in his capacity as our Chief Operating Officer and a payment that was 120% of target for the second half of the year both in his capacity as Chief Operating Officer and, commencing January 29, 2018, as Chief Executive Officer. The payment to Mr. Gavrielov under the Individual Performance Component was 117% of target.
We exceeded the revenue growth objective for fiscal 2018, resulting in a 140% payment for the fiscal year under the Growth Component.
The target and actual annual cash incentive payments for fiscal 2018 for our named executive officers, based on their achievement against our financial goals and their individual performance goals, were as follows:
Named Executive Officer Incentive Cash Awards for Fiscal 2018

 
 
 
 
 
 
 
 
Cash Incentive Actually Paid ($)
 
Named
Executive
Officer
 
Annual Base
Salary (1)
($)
 
Target Annual Cash Incentive (as a percentage of base salary)
 
Target Annual Cash Incentive Payment
($)
 
First Half
Financial Metrics (2)
($)
 
First Half
Individual
Performance
($)
 
Second Half
Financial Metrics (3)
($)
 
Second Half Individual Performance ($)
 
Actual Annual Cash Incentive Payment ($)
Victor Peng
 
576,731

 
123
 
706,901


110,688

 
86,969

(4)
 
546,264

 
117,195

(5)
 
861,116

Lorenzo A. Flores
 
415,417

 
80
 
332,334

 
57,050

 
40,750

(6)
 
251,300

 
41,487

(7)
 
390,587

Vincent L. Tong
 
436,250

 
100
 
436,250

 
75,688

 
61,631

(8)
 
329,000

 
60,500

(9)
 
526,819

Emre Önder
 
213,192

 
80
 
170,554

 
11,394

 
8,138

(10)
 
148,640

 
38,985

(11)
 
207,157

William Madden
 
398,750

 
80
 
319,000

 
55,650

 
39,750

(12)
 
240,240

 
40,000

(13)
 
375,640

Moshe N. Gavrielov
 
669,744

 
150
 
1,004,616

 
210,000

 

 
 
718,362

 
251,154

(14)
 
1,179,516

Steven L. Glaser
 
172,500

 
80
 
138,000

 
48,300

 
37,950

(15)
 

 

(16)
 
86,250

(1)
Represents the actual base salaries earned during fiscal 2018. For purposes of determining cash incentive payouts, salaries are split between the first half and the second half of fiscal 2018 as follows: Mr. Peng - 1H: $275,000, 2H: $301,731; Mr. Flores - 1H: $203,750, 2H: $211,667; Mr. Tong - 1H: $216,250, 2H: $220,000; Mr. Önder - 1H: $40,692, 2H: $172,500; Mr. Madden - 1H: $198,750, 2H: $200,000; and Mr. Gavrielov - 1H: $400,000, 2H: $269,744. Messrs. Gavrielov and Glaser earned salaries through only a portion of fiscal 2018. Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018 and, therefore, was not eligible to receive a cash incentive payment for the second half of fiscal 2018. For purposes of this table, only his first half salary and target incentive payment are shown.
(2)
The first-half financial metric included only the Operating Profit Component, which was scored at 32% and resulted in a multiplier of 100%. For more information on the Operating Profit Component, see the section above titled “Performance Components—Operating Profit Component,” and for more information on the calculation of the annual cash incentive payments for the first half of fiscal 2018, see the section above titled “Payment Calculations for Executive Officers.”
(3)
The second-half financial metric included both the Operating Profit Component and Growth Component. The Operating Profit Component for the second half was scored at 34% and resulted in a multiplier of 110%. The Growth Component multiplier was 140%, as we exceeded our target year-over-year revenue growth in fiscal 2018. For more information on the Operating Profit Component and Growth Components, see the sections above titled “Performance Components—Operating Profit Component” and “Performance Components—Growth Component.” For more information on the calculation of annual cash incentive payments for the second half of fiscal 2018, see the section above titled “Payment Calculations for Executive Officers.”
(4)
Represents the actual cash incentive paid to Mr. Peng for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Peng earned 110% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) achievement of business strategy goals; (2) achievement of gross margin and cost goals; (3) achievement of goals relating to product development, engineering and quality; (4) achievement of goals relating to strategic engagements, platform and IP ecosystem development and new products; (5) completion of certain product quality goals; and (6) progress in areas relating to corporate leadership.

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(5)
Represents the actual cash incentive paid to Mr. Peng for the second half of fiscal 2018 based on achievement against his specific individual performance goals. For the second half of fiscal 2018, Mr. Peng earned 120% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) achievement of business strategy goals; (2) achievement of gross margin and cost goals; (3) progress in areas relating to corporate leadership; (4) achievement of goals relating to product development, engineering and quality; (5) achievement of sales goals; and (6) achievement of goals relating to succession planning.
(6)
Represents the actual cash incentive paid to Mr. Flores for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Flores earned 100% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) driving efforts on gross margin improvements; (2) completion of key strategic initiatives to improve profitability; (3) completion of goals to improve controls, compliance and processes; and (4) achievement of goals relating to people development.
(7)
Represents the actual cash incentive paid to Mr. Flores for the second half of fiscal 2018 based on achievement against his specific individual performance goals. For the second half of fiscal 2018, Mr. Flores earned 98% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) driving efforts on gross margin improvements; (2) completion of key strategic initiatives to improve profitability; (3) completion of goals to improve controls, compliance and processes; and (4) achievement of goals relating to people development.
(8)
Represents the actual cash incentive paid to Mr. Tong for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Tong earned 114% of his target annual cash incentive attributable to the Individual Performance Component based on achievement of certain goals relating to: (1) overall product quality; (2) reducing delinquency; (3) production ramp timeliness and quality; (4) cycle time and inventory reduction; (5) production and quality; and (6) cross-functional teamwork to align strategic goals.
(9)
Represents the actual cash incentive paid to Mr. Tong for the second half of fiscal 2018 based on achievement against his specific individual performance goals. For the second half of fiscal 2018, Mr. Tong earned 110% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) achievement of goals relating to strategic realignments in the datacenter market; (2) achievement of goals relating to new market and product initiatives; (3) driving efforts on gross margin improvements; (4) overall product quality; and (5) reducing delinquency.
(10)
Represents the actual cash incentive paid to Mr. Önder for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Önder earned 100% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) completion of a successful transition into a leadership role in product and vertical marketing (PVM); (2) Board communication; (3) achievement of certain goals relating to control of operating expenses; and (4) completion of an assessment of PVM organization and processes.
(11)
Represents the actual cash incentive paid to Mr. Önder for the second half of fiscal 2018 based on achievement against his specific individual performance goals. For the second half of fiscal 2018, Mr. Önder earned 113% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) achievement of goals relating to total revenue; (2) driving efforts on gross margin improvements; (3) achievement of goals relating to PVM organizational efficiency and deliverables; and (4) achievement of strategic and operational goals.
(12)
Represents the actual cash incentive paid to Mr. Madden for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Madden earned 100% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) cross-functional teamwork to align strategic goals; (2) achievement of goals relating to product planning for UltraScale+ and deployment of RFSOC products; (3) delivery of device models in support of Vivado and software defined solutions; (4) completion of UltraScale+ product roadmap and deliverables; and (5) meeting delivery timelines and milestones associated with ACAP tape out.
(13)
Represents the actual cash incentive paid to Mr. Madden for the second half of fiscal 2018 based on achievement against his specific individual performance goals. For the second half of fiscal 2018, Mr. Madden earned 100% of his target annual cash incentive attributable to the Individual Performance Component based on: (1) achievement of strategic goals relating to datacenter, machine learning and ACAP; (2) development of ACAP, silicon and IP and software solutions; (3) meeting delivery timelines and milestones associated with ACAP tape out; and (4) planning and execution of boards strategy, RFSOC product solutions deliverables and technology roadmap for future products.
(14)
Represents the actual cash incentive paid to Mr. Gavrielov for fiscal 2018 based on achievement against his specific individual performance goals. Mr. Gavrielov’s goals for fiscal 2018 were as follows: (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), creating a performance-based culture (internal leadership) and working with the Board to facilitate and evaluate an effective CEO transition plan. Although Mr. Gavrielov retired prior to the end of fiscal 2018, pursuant to

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the terms of his employment agreement he was entitled to the full amount of his target annual cash incentive attributable to the Individual Performance Component.
(15)
Represents the actual cash incentive paid to Mr. Glaser for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Glaser earned 110% of his target annual cash incentive attributable to the Individual Performance Component based on achievement of goals relating to: (1) support for strategic initiatives; (2) product and segment marketing and demand creation; (3) scalability and design leadership; (4) corporate, investor and employee marketing and communications; and (5) strategic market development and segment market research support.
(16)
Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018 and, therefore, was not eligible to receive a cash incentive payment for the second half of fiscal 2018.
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 2018, the Compensation Committee granted long-term equity incentive compensation to our executive officers primarily in the form of performance-based RSU awards, while granting additional time-based RSUs to certain executive officers to address specific compensation requirements, as discussed below.
Fiscal 2018 Performance-Based RSU Awards
The Compensation Committee believes that performance-based RSU awards focus our executive officers’ attention on the key drivers of long-term value creation and serve as a retention tool through a three-year vesting schedule. In addition, because they represent outright stock grants rather than options that require payment for the underlying stock, RSU awards allow us to issue fewer shares of common stock, thereby reducing dilution to our stockholders.
The target value of each performance-based RSU award granted to our executive officers during the Focal Review Period was determined by the Compensation Committee based on performance, internal parity for executive officers at certain levels, a review of compensation peer group data, the pay mix between cash and equity compensation, the Compensation Committee’s assessment of the retention value of existing and new equity awards and the recommendations of Mr. Gavrielov, our then-Chief Executive Officer (except with respect to his own equity award). Mr. Gavrielov received the largest performance-based RSU award based on his overall responsibility for our performance and success. In addition, further differentiation was made among our executive officers based on the Compensation Committee’s review of the competitive market data for the compensation peer group for their respective positions and its assessment of each individual’s potential future contributions to Xilinx.
The shares subject to the performance-based RSU awards were to be earned based on our achievement of pre-established financial and operational goals over a one-year performance period corresponding with our fiscal year. The number of earned shares could increase with over-achievement of the applicable performance goals, to an aggregate maximum of 185% of the target number of shares subject to the awards, or could decrease for under-achievement of the performance goals, with the possibility of no shares being earned. Once the number of earned shares is determined, they vest in three equal annual installments, commencing on the first anniversary of the date of grant.
The four performance components applicable to the fiscal 2018 performance-based RSU awards were:
28nm revenue, combined with total revenue, weighted at 40% (the 28nm Revenue Component);
20nm and 16nm revenue, combined with total revenue, weighted at 30% (the 20nm/16nm Revenue Component);
technology leadership, weighted at 20% (the Technology Component); and
quality leadership, weighted at 10% (the Quality Component).
The 28nm Revenue Component and the 20nm/16nm Revenue Component each involved performance levels that required attainment of both a specific amount of revenue associated with the product line and a specific amount of overall total revenue for fiscal 2018. The incentive payout level attributable to each product was the highest level for which both the product revenue and the total revenue associated with that percentage were achieved; if, for example, we achieved product revenue associated with a certain payout level and total revenue associated with a lower level, the lower level would apply.
The four performance components operated as follows:
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

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as a metric because of its importance to our technology and product strategy. The 28nm Revenue Component was weighted at 40%.
The 28nm Revenue Component was subject to a revenue threshold requirement and a multiplier that increased to up to 200% depending on the revenue attainment for our 28nm products and our overall total revenue for fiscal 2018. In fiscal 2018, the 28nm Revenue Component threshold was $870 million, and any product revenue level below this threshold would result in a payout multiplier of 0%. At the target product revenue level of $910 million and total revenue of $2.505 million, the 28nm Revenue Component payout multiplier was 100%. Then, at product revenue of $1,060 million and total revenue of $2.550 million, the 28nm Revenue Component multiplier was 200%. For fiscal 2018, we achieved $890 million in product revenue for the 28nm Revenue Component, and thus the multiplier for this component was 60%.
20nm/16nm Revenue Component. The 20nm/16nm Revenue Component was designed to measure and reward achievement of certain combined revenue levels for our 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 at 30%.
The 20nm/16nm Revenue Component was subject to a revenue threshold requirement and a multiplier that increased to up to 200% depending on the revenue attainment for our 20nm and 16nm products and our overall total revenue for fiscal 2018. In fiscal 2018, the 20nm/16nm Revenue Component threshold was $330 million, and any product revenue level below this threshold resulted in no shares being earned. At the target product revenue level of $410 million and total revenue of $2.505 million, the 20nm/16nm Revenue Component payout multiplier was 100%. Then, at product revenue of $560 million and total revenue of $2.550 million, the 20nm/16nm Revenue Component multiplier was 200%. For fiscal 2018, we achieved $486 million in product revenue for the 20nm/16nm Revenue Component, and thus the multiplier for this component was 150%.
Technology Component. The Technology Component was designed to measure and reward significant achievements in our technology roadmap. The Technology Component measured a number of factors in assessing our competitiveness and status of leadership across our entire portfolio of products. Such factors included use of power, process node achievements, integration, product cost efficiency, performance of high speed transceiver technology and ease of use of software. We evaluated the Company’s performance according to a scale that reflected the targeted outcome and the range of outcomes we considered achievable and assigned a numeric score based on this evaluation. The Technology Component score was subject to a minimum threshold, at which the multiplier was 20%, up to a maximum multiplier of 150% of the target number of shares. If the performance score was below the minimum, no shares would be earned. The Technology Component was weighted at 20%. In fiscal 2018, we exceeded our target for the Technology Component by an amount that resulted in a multiplier of 150%.
Quality Component. The Quality Component was designed to measure and reward significant achievements in the quality of our products. The Quality Component was measured by both customer experience and internal quality systems monitoring. We evaluated the Company’s performance according to a scale that reflected the targeted outcome and the range of outcomes we considered achievable and assigned a numeric score based on this evaluation. The Quality Component score was subject to a minimum threshold, at which the multiplier was 20%, up to a maximum multiplier of 150% of the target number of shares. If the performance score was below the minimum, no shares would be earned. The Quality Component was weighted at 10%. For fiscal 2018, we exceeded our target for the Quality Component by an amount that resulted in a multiplier of 150%.
In May 2017, the Compensation Committee determined the target award value of the performance-based RSUs granted to each our executive officers for fiscal 2018. The target share amount subject to each award was subsequently determined based on the target award value divided by the average closing price of our common stock during the three-month period from April 3, 2017 to June 30, 2017, and then rounded up to the nearest 500 units. For fiscal 2018, the tentative total award value of the performance-based RSU awards granted effective July 3, 2017 for each of our named executive officers was as follows:

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Named Executive Officer Fiscal 2018 Tentative Total Award Values

Named Executive Officer
 
Tentative Total Award Value ($)
Victor Peng
 
1,600,000

 
Lorenzo A. Flores
 
900,000

 
Vincent L. Tong
 
1,250,000

 
Emre Önder (1)
 

 
William Madden
 
900,000

 
Moshe N. Gavrielov
 
5,400,000

 
Steven L. Glaser
 
900,000

 
(1)     Mr. Önder joined the Company in August 2017 and thus was not eligible to receive a performance-based RSU during fiscal 2018.
The average closing price of our common stock from April 3, 2017 to June 30, 2017, was $63.11 per share.
In May 2018, the Compensation Committee reviewed and analyzed the data on achievement of the four performance components for fiscal 2018 and determined the total number of shares of our common stock earned and to be issued pursuant to each award. The number of shares earned under each performance-based RSU award will vest in three equal annual installments, beginning on the anniversary of the date of grant, which is July 3 of each of 2018, 2019 and 2020.
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 2018:
Long-Term Equity Incentive Performance Goals for Fiscal 2018

Metric
 
Weight
 
Achievement
 
Multiplier
28nm Revenue
 
40%
 
60%
 
24%
20nm/16nm Revenue
 
30%
 
150%
 
45%
Technology Leadership
 
20%
 
150%
 
30%
Quality Leadership
 
10%
 
150%
 
15%
Total
 
 
 
 
 
114%
The following table sets forth the target and actual number of shares of our common stock awarded to each of our named executive officers in fiscal 2018 with respect to their performance-based RSU awards, based on the considerations described above:
Named Executive Officer Fiscal 2018 Performance-Based RSU Awards

Name
 
Shares Subject to Performance-Based RSU Award (Target) (1)
 
Shares Subject to Performance-Based RSU Award (Actual) (2)
Victor Peng
 
25,500
 
29,070
Lorenzo A. Flores
 
14,500
 
16,530
Vincent L. Tong
 
20,000
 
22,800
Emre Önder
 
 
William Madden
 
14,500
 
16,530
Moshe N. Gavrielov
 
86,000
 
98,040
Steven L. Glaser (3)
 
14,500
 
(1)
This column represents the number of shares of common stock subject to the performance-based RSU awards for fiscal 2018 based on achievement of the performance goals at 100% of target. Actual earned shares for fiscal 2018 may range from 0% to 185% of target depending on the level of performance.
(2)
This column represents the actual number of shares of our common stock subject to the performance-based RSU awards earned based a multiplier for performance achievement of 114%.

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(3)
Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018, and, therefore, was not eligible to earn any shares of our common stock pursuant to his performance-based RSU award for fiscal 2018.
Fiscal 2018 Time-Based RSU Awards
During fiscal 2018, the Compensation Committee granted time-based RSU awards to Mr. Peng in the amount of 14,500 shares (based on an award value of $1 million) in connection with his appointment as President and Chief Executive Officer, to Mr. Gavrielov in the amount of 159,000 shares (based on an award value of $10 million) in connection with the amendment and restatement of his employment agreement and to Mr. Önder in the amount of 19,286 shares (based on an award value of $1.25 million) in connection with his appointment as our Senior Vice President, Product and Vertical Marketing. The awards granted to Messrs. Peng and Önder vest in four equal annual installments. Half of the award granted to Mr. Gavrielov was to vest in three equal annual installments, beginning on the second anniversary of the date of grant, and the other half was to vest in three equal annual installments, beginning on the third anniversary of the date of grant. Mr. Gavrielov’s award was granted in connection with the adoption of a multi-year succession plan and was intended to provide an incentive for Mr. Gavrielov to remain with the Company during the full succession period. The vesting of Mr. Gavrielov’s award was accelerated in connection with the transition to Mr. Peng as Chief Executive Officer. For more information, see the section above titled “Key Management Changes During Fiscal 2018.”
Generally Available Benefit Plans
We maintain generally available benefit programs in which our executive officers may participate. Under our employee stock purchase plan, generally all employees are able to purchase shares of 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) 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. We do not maintain any guaranteed pension plan or other defined benefit plan.
We also offer a number of other benefits to our 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 maintain an unfunded, nonqualified deferred compensation plan which allows eligible participants, including our executive officers and members of the Board, to voluntarily defer receipt of a portion or all of their base salary, annual cash incentive payment or director 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
We generally do not provide perquisites or other personal benefits to our 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 him or her more efficient and effective and for recruitment and retention purposes. For example, we provide Mr. Tong certain benefits in connection with his role as the executive leader for the Asia Pacific region, as described in footnote 8 to the Summary Compensation Table.
Consistent with our compensation philosophy, we intend to continue to maintain market-competitive benefits for all employees, including our executive officers, provided that the Compensation Committee may revise, amend or augment an executive officer’s benefits or perquisites if it deems it advisable in order to remain competitive with comparable companies or retain an individual whose services are critical to us. We believe the benefits we offer are currently at competitive levels with comparable companies.
Employment and Severance Arrangements
We have entered into an employment agreement with Mr. Peng, our Chief Executive Officer. This agreement governs the terms of his compensation and, in addition, provides for certain payments and benefits in the event of certain qualifying terminations of employment, including a termination of employment in connection with a change in control of the Company. The terms of Mr. Peng’s employment agreement are discussed in greater detail below under “Potential Payments Upon Termination or Change in Control.”

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In filling each of our executive positions, we have recognized the need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, in formulating these compensation packages, we have been sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations. Each of these arrangements provides for “at will” employment.
We have approved post-employment compensation arrangements for each of our executive officers. We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executive officers. These arrangements are designed to provide reasonable compensation to executive officers who leave our employ under certain circumstances to facilitate their transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.
The Compensation Committee does not consider the specific amounts payable under our post-employment compensation arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.
We believe that these arrangements are designed to align the interests of our executive officers and our stockholders when considering our long-term future. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive officer and our stockholders.
All payments and benefits in the event of a change in control of the Company are payable only if there is a subsequent qualifying loss of employment by a named executive officer (commonly referred to as a “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction.
Historically, we have avoided the use of excise tax payments (or “gross-ups”) relating to a change in control of the Company and have no such obligations in place with respect to any of our named executive officers. Consistent with our historical practice, we intend to continue to refrain from providing excise tax payments relating to a change in control of the Company.
For detailed descriptions of the post-employment compensation arrangements we maintained with our named executive officers for fiscal 2018, as well as an estimate of the potential payments and benefits payable under these arrangements, see the section below titled “Potential Payments Upon Termination or Change in Control.”
Equity Award Grant Guidelines
We have adopted written procedures for the grant of equity awards. With respect to grants to executive officers and other employees,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. The 2007 Equity Plan requires that all awards be subject to either time-based vesting (with no portion of the award vesting earlier than one year after the date of grant) or performance-based vesting. Generally, grants of equity awards are made to our executive officers based on and in connection with the annual review during the Focal Review Period.
The Compensation Committee determines individual grants to each executive officer based on a variety of factors that it 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 executive officer, his or her 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.
We have not granted, nor do we intend in the future to grant, equity awards to executive officers 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 our Chief Executive Officer and Chief Financial Officer limited authority to approve equity award grants to non-officer employees pursuant to the terms of our 2007 Equity Plan, and subject to the provisions of pre-determined

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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 our stock is not traded on such date, the first business day thereafter when our stock is traded. The Compensation Committee is responsible for determining and granting all equity awards to executive officers.
Under our 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 of our common stock 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 executive officers to align more closely their interests with those of our stockholders. Under these guidelines:
our Chief Executive Officer is required to own shares of our stock having a value of at least $4.5 million;
executive vice presidents are required to own shares of our common stock having a value of at least $1.0 million;
senior vice presidents who are executive officers for purposes of Section 16 of the Exchange Act are required to own shares of our common stock having a value of at least $750,000; and
corporate vice presidents who are executive officers for purposes of Section 16 are required to own shares of our common stock having a value of at least $500,000.
In addition, all such executive officers must retain the following shares until their respective stock ownership requirements are met:
50% of the shares delivered from time-based RSU awards granted beginning in July 2011; and
45% of the shares delivered from performance-based RSU awards granted beginning in July 2013 (prior to fiscal 2014, we did not have any holding requirements on performance-based RSU awards; we only had holding requirements on time-based RSU awards that vested 100% after three years).
Clawback Policy
The Board has adopted a policy for seeking the return (“clawback”) from our 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, we 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 2009, where:
the compensation was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of financial statements filed with the SEC;
the Board (or a committee thereof) determines that the executive officer engaged in intentional misconduct that was directly responsible for the substantial restatement; and
a reduced amount of compensation would have been paid to the executive officer based upon the restated financial results.
We intend for such policy to comply with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 pertaining to the recovery of executive compensation once the SEC adopts final rules implementing this provision.
Policy Against Hedging and Pledging Transactions
All employees, including our 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 if the market value of our common stock falls (such as buying “put” options). In addition, our Insider Trading Policy prohibits any employee, including any executive officer, from holding shares of our common stock in a margin account or pledging shares of our common stock.
Trading Plans
We have a corporate policy regarding Exchange Act Rule 10b5-1 trading plans, pursuant to which key terms of the 10b5-1 trading plans adopted by any of our executive officers or members of the Board are disclosed on our website at www.investor.xilinx.com.

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Tax and Accounting Treatment of Compensation
In designing and approving our executive compensation program, the Compensation Committee considers, but does not place great emphasis on, the anticipated accounting and tax treatment of our compensation arrangements. Among other factors that receive greater consideration are the net costs to us and our ability to effectively administer our executive compensation program in the short-term and long-term interests of our 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 accounting or tax treatment of compensation.
Deduction Limit
Generally, Section 162(m) of the Internal Revenue Code disallows a federal income tax deduction for public corporations with respect to remuneration in excess of $1 million paid in any fiscal year to certain specified executive officers. For taxable years beginning before January 1, 2018, (i) these executive officers consisted of a public corporation’s chief executive officer and up to three other executive officers (other than the chief financial officer) whose compensation is required to be disclosed to stockholders under the Exchange Act because they are our most highly-compensated executive officers, and (ii) qualifying “performance-based compensation” was not subject to this deduction limit if specified requirements were met.
Pursuant to the Tax Cuts and Jobs Act of 2017, which was signed into law on December 22, 2017 (the Tax Act), for taxable years beginning after December 31, 2017, the remuneration of a public corporation’s chief financial officer is also subject to the deduction limit. In addition, subject to certain transition rules (which apply to remuneration provided pursuant to written binding contracts that were in effect on November 2, 2017 and are not subsequently modified in any material respect), for taxable years beginning after December 31, 2017, the exemption from the deduction limit for “performance-based compensation” is no longer available. Consequently, for fiscal years beginning after December 31, 2017, no remuneration in excess of $1 million paid to a specified executive will be deductible (unless paid pursuant to an arrangement in effect on November 2, 2017).
In designing our executive compensation program and determining the compensation of our executive officers, the Compensation Committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, the Compensation Committee will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m). The deductibility of some types of compensation depends upon the timing of an executive officer’s vesting or exercise of previously granted rights. Further, interpretations of and changes in the tax law and other factors beyond the Compensation Committee’s control also affect the deductibility of compensation.
To maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals, the Compensation Committee has not adopted a policy that all compensation must be deductible. The Compensation Committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense. From time to time, the Compensation Committee may approve compensation for our named executive officers that is not deductible when it believes that such compensation is consistent with the goals of our executive compensation program and is in the best interests of the Company and our stockholders.
Accounting Considerations
We account for the equity awards granted to our employees, including executive officers, and the non-employee members of the Board 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.
Compensation-Related Risks
The Compensation Committee considers potential risks when reviewing and approving our executive and general employee compensation programs. The Compensation Committee, in cooperation with management, has 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 annual cash incentive plans are designed to reward financial and operational performance in areas we consider critical to our short-term and long-term success. The annual cash incentive plan for our executive officers is based on a combination of corporate financial performance and individualized strategic and operational goals. The financial performance component is based on multiple financial metrics that counterbalance each other, decreasing the likelihood that our executive officers will pursue any one metric to the detriment of overall financial performance. The Operating Profit 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 likelihood that an executive officer may be rewarded for taking excessive risk on our behalf by, for example, seeking revenue-enhancing opportunities at the expense of profitability. In addition, there are caps on annual cash

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incentive payments in all the components of the annual cash incentive plan; for fiscal 2018, the Operating Profit Component and Growth Component multipliers were each capped at 200%, and the Individual Performance Component multiplier was capped at 150%. These limitations and caps eliminate the risk of compensation windfalls resulting from uncapped annual cash incentives.
The individual strategic and operational goals established at the beginning of the fiscal year for our Chief Executive Officer are reviewed and discussed with the Board and approved by the Compensation Committee, and the individual strategic and operational goals established at the beginning of the fiscal year for each of our other executive officers are reviewed and discussed with the Compensation Committee and approved by our Chief Executive Officer. Further, annual cash incentive payments for our executive officers are approved by the Compensation Committee. This multi-layer approval process in the goal-setting and payment approval process reduces the risk of improper awards.
The annual cash incentive plan for employees other than executive officers is based on our corporate financial performance using operating profit margin as the sole performance measure to fund the plan, and is comprised of two six-month performance periods. This measure is intended to align the interests of participating employees with enhancement of profitability. For each period, participating employees establish individual goals that support key company objectives and are assigned a bonus multiplier. They earn cash awards from the available incentive pool based on the extent of their goal achievement and the applicable multiplier. Individual bonus award opportunities are expressed as a percentage of an employee’s eligible earnings (ranging from 8% up to 30% of eligible earnings), and payments are capped at 150% of the employee’s bonus target for the applicable performance period. The modest size of the potential bonuses, the fact that bonuses are funded solely by actual financial performance, and the overall cap eliminate the risk of compensation windfalls resulting from uncapped annual cash incentives.
Our equity incentive program is designed to promote long-term performance. During fiscal 2018, our equity incentive program contained a mix of time-based RSU awards and performance-based RSU awards. Time-based RSU awards vest annually over a four-year vesting period. Performance-based RSU awards granted to our 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.
As previously discussed, we have also adopted stock ownership guidelines that further align the interests of our executive officers and stockholders and promote long-term focus on our growth since these guidelines ensure that our executive officers retain the downside risk of stock ownership for an extended period of time. Therefore, the Compensation Committee believes that our equity incentive program does not encourage unnecessary or excessive risk taking by our executive officers since their equity awards are subject to long-term vesting schedules and the ultimate value of the awards is tied to the changes in value of our common stock. The stock ownership guidelines combined with our long-term vesting schedules help to ensure that our executive officers and other employees have significant value tied to long-term stock price performance.
The Board has also adopted a clawback policy (as described above) whereby we may seek a return from our executive officers of compensation to the extent such compensation was paid due to financial results that later had to be restated.
We have 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 following:
The Compensation Committee approves the payment scale for the Operating Profit 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 annual cash incentive plan for our executive officers are subject to approval of the Compensation Committee.
The Compensation Committee retains discretion in administering all awards and in determining performance achievement.
We have implemented a number of controls such as our Code of Conduct, our clawback policy and quarterly sub-certification process for all executive officers in order to mitigate the risk of 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 (4) ($)
 
Total
($)
Victor Peng (5)(6)
President and Chief Executive Officer
 
2018
 
576,731

 

 
2,664,235

 

 
861,116

 

 
7,588

 
4,109,670

 
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

Lorenzo A. Flores (7)
Executive Vice President and Chief Financial Officer
 
2018
 
415,417

 

 
917,270

 

 
390,587

 

 
4,817

 
1,728,091

 
2017
 
389,760

 

 
1,181,400

 

 
316,116

 

 
5,250

 
1,892,526

Vincent L. Tong (8)
Executive Vice President, Global Operations and Quality
 
2018
 
436,250

 

 
1,265,200

 

 
526,819

 

 
285,961

 
2,514,230

 
2017
 
420,000

 

 
1,181,400

 

 
456,300

 

 
240,434

 
2,298,134

 
2016
 
405,000

 

 
833,200

 

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