Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Jun. 30, 2023 |
Jun. 24, 2022 |
Jun. 25, 2021 |
Pay vs Performance Disclosure [Table] |
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Pay vs Performance [Table Text Block] |
Pay Versus Performance
As required by Section 952(a) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended, we are providing the following information about the relationship between executive “compensation actually paid” and certain measures of
company performance for each of the last three completed fiscal years. The material that follows is provided in compliance with these rules. For information on how the Compensation Committee seeks to align pay with performance when making
compensation decisions,
please review “Executive Compensation—Compensation Discussion and Analysis” above.
In determining the “compensation actually paid” (CAP) to our Named Officers (NEOs),
we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table as the SEC’s rules for this disclosure differ from those required in the Summary Compensation Table. For our NEOs
other than our principal executive officer (PEO), amounts disclosed are reported as an average.
Pay Versus Performance Table
|
2023
|
|
|
10,527,608
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|
|
16,428,208
|
|
|
5,203,532
|
|
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7,754,768
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|
|
218.84
|
|
|
94.58
|
|
|
247,913,000
|
|
|
2,645,237,000
|
|
|
2022
|
|
|
9,936,955
|
|
|
7,818,062
|
|
|
4,798,154
|
|
|
3,840,220
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|
140.20
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|
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93.59
|
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200,380,000
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|
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2,262,224,000
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|
|
2021
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|
7,861,070
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|
|
13,832,541
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|
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5,447,900
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|
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7,965,580
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|
|
160.56
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|
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125.54
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148,341,000
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1,879,350,000
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(1)
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The following table shows our PEO and non-PEO NEOs for each of the reported fiscal years.
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PEO
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Seamus Grady
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Seamus Grady
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Seamus Grady
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Non-PEO NEOs
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Dr. Harpal Gill
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|
Dr. Harpal Gill
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Dr. Harpal Gill
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Csaba Sverha
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Csaba Sverha
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|
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Csaba Sverha
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|
|
|
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Edward T. Archer
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Edward T. Archer
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Edward T. Archer
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|
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Toh-Seng Ng
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(2)
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The dollar amounts reported in this column are the amounts of total compensation reported for our PEO in the “Total” column of
the Summary Compensation Table for the applicable fiscal year.
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(3)
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CAP does not mean that our PEO was actually paid the amounts reported in this column, but is a dollar amount derived from the
starting point of total compensation reported for our PEO in the “Total” column of the Summary Compensation Table for the applicable fiscal year, as adjusted in accordance with SEC rules. For purposes of calculating CAP, the fair value
of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) using the same assumption methodologies used to calculate the grant date fair value
of awards for purposes of the Summary Compensation Table. In accordance with SEC rules, the following adjustments were made to determine CAP to our PEO during each of the reported fiscal years, which consisted solely of adjustments to
equity awards:
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Summary Compensation Table Total for PEO
|
|
|
$10,527,608
|
|
|
$9,936,955
|
|
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$7,861,070
|
|
|
Subtract grant date fair value of equity awards reported in Summary
Compensation Table
|
|
|
(7,499,721)
|
|
|
(7,199,814)
|
|
|
(5,849,946)
|
|
|
Add the fair value as of the end of the covered fiscal year of equity
awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year
|
|
|
8,300,501
|
|
|
5,928,712
|
|
|
7,957,763
|
|
|
Adjust for the change in fair value as of the end of covered fiscal year
(from the end of the prior fiscal year) of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of covered fiscal year
|
|
|
3,388,849
|
|
|
(1,140,123)
|
|
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3,482,043
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|
|
Add, for equity awards that are granted and vest in the same covered
fiscal year, the fair value as of the vesting date
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Adjust for the change in fair value as of vesting date (from the end of
the prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year
|
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1,710,971
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|
|
292,332
|
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381,611
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|
Subtract, for equity awards granted in any prior fiscal year that fail to
meet the applicable vesting conditions during the covered fiscal year, the fair value as of the end of prior fiscal year
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—
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—
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—
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Total Equity Adjustments (subtotal)
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5,900,600
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(2,118,893)
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5,971,471
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Compensation Actually Paid to PEO
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$16,428,208
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$7,818,062
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$13,832,541
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(4)
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The dollar amounts reported in this column are the average of the amounts of total compensation reported for our non-PEO NEOs
in the “Total” column of the Summary Compensation Table for the applicable fiscal year.
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(5)
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CAP does not mean that our non-PEO NEOs were actually paid the amounts reported in this column, but is a dollar amount derived
from the starting point of the average total compensation reported for our non-PEO NEOs in the “Total” column of the Summary Compensation Table for the applicable fiscal year, as adjusted in accordance with SEC rules. For purposes of
calculating CAP, the fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) using the same assumption methodologies used to
calculate the grant date fair value of awards for purposes of the Summary Compensation Table. In accordance with SEC rules, the following adjustments were made to determine the average CAP to our non-PEO NEOs during each of the reported
fiscal years, which consisted solely of adjustments to equity awards:
|
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Average Summary Compensation Table Total for non-PEO NEOS
|
|
|
$5,203,532
|
|
|
$4,798,154
|
|
|
$5,447,900
|
|
|
Subtract grant date fair value of equity awards reported in Summary
Compensation Table
|
|
|
(3,224,896)
|
|
|
(2,999,871)
|
|
|
(2,892,767)
|
|
|
Add the fair value as of the end of the covered fiscal year of equity
awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year
|
|
|
3,569,232
|
|
|
2,470,255
|
|
|
3,805,287
|
|
|
Adjust for the change in fair value as of the end of covered fiscal year
(from the end of the prior fiscal year) of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of covered fiscal year
|
|
|
1,428,367
|
|
|
(532,273)
|
|
|
1,098,132
|
|
|
Add, for equity awards that are granted and vest in the same covered
fiscal year, the fair value as of the vesting date
|
|
|
—
|
|
|
—
|
|
|
110,022
|
|
|
Adjust for the change in fair value as of vesting date (from the end of
the prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year
|
|
|
778,533
|
|
|
103,955
|
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|
397,006
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|
Subtract, for equity awards granted in any prior fiscal year that fail to
meet the applicable vesting conditions during the covered fiscal year, the fair value as of the end of prior fiscal year
|
|
|
—
|
|
|
—
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|
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—
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Total Equity Adjustments (subtotal)
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2,551,236
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(957,934)
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2,517,680
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Average Compensation Actually Paid to non-PEO NEOs
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$7,754,768
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$3,840,220
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$7,965,580
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(6)
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Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year
reported and reinvesting all dividends until the last day of each reported fiscal year.
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(7)
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The peer group used is the NASDAQ Telecommunications Index, which we also use in the stock performance graph required by
Item 201(e) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. Peer group total shareholder return is calculated by assuming
that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year.
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(8)
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The dollar amounts reported in this column are the amounts of net income reflected in our audited financial statements for the
reported fiscal year.
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(9)
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In our assessment, revenue is the most important financial performance measure used by Fabrinet in fiscal 2023 to link CAP to
performance. The dollar amounts reported in this column are the amounts of revenue reflected in our audited financial statements for the reported fiscal year.
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Company Selected Measure Name |
Revenue
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Named Executive Officers, Footnote [Text Block] |
(1)
|
The following table shows our PEO and non-PEO NEOs for each of the reported fiscal years.
|
|
PEO
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Seamus Grady
|
|
|
Seamus Grady
|
|
|
Seamus Grady
|
|
|
Non-PEO NEOs
|
|
|
Dr. Harpal Gill
|
|
|
Dr. Harpal Gill
|
|
|
Dr. Harpal Gill
|
|
|
|
|
|
Csaba Sverha
|
|
|
Csaba Sverha
|
|
|
Csaba Sverha
|
|
|
|
|
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Edward T. Archer
|
|
|
Edward T. Archer
|
|
|
Edward T. Archer
|
|
|
|
|
|
|
|
|
|
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Toh-Seng Ng
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Peer Group Issuers, Footnote [Text Block] |
(7)
|
The peer group used is the NASDAQ Telecommunications Index, which we also use in the stock performance graph required by
Item 201(e) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. Peer group total shareholder return is calculated by assuming
that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year.
|
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|
PEO Total Compensation Amount |
$ 10,527,608
|
$ 9,936,955
|
$ 7,861,070
|
PEO Actually Paid Compensation Amount |
$ 16,428,208
|
7,818,062
|
13,832,541
|
Adjustment To PEO Compensation, Footnote [Text Block] |
(3)
|
CAP does not mean that our PEO was actually paid the amounts reported in this column, but is a dollar amount derived from the
starting point of total compensation reported for our PEO in the “Total” column of the Summary Compensation Table for the applicable fiscal year, as adjusted in accordance with SEC rules. For purposes of calculating CAP, the fair value
of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) using the same assumption methodologies used to calculate the grant date fair value
of awards for purposes of the Summary Compensation Table. In accordance with SEC rules, the following adjustments were made to determine CAP to our PEO during each of the reported fiscal years, which consisted solely of adjustments to
equity awards:
|
|
Summary Compensation Table Total for PEO
|
|
|
$10,527,608
|
|
|
$9,936,955
|
|
|
$7,861,070
|
|
|
Subtract grant date fair value of equity awards reported in Summary
Compensation Table
|
|
|
(7,499,721)
|
|
|
(7,199,814)
|
|
|
(5,849,946)
|
|
|
Add the fair value as of the end of the covered fiscal year of equity
awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year
|
|
|
8,300,501
|
|
|
5,928,712
|
|
|
7,957,763
|
|
|
Adjust for the change in fair value as of the end of covered fiscal year
(from the end of the prior fiscal year) of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of covered fiscal year
|
|
|
3,388,849
|
|
|
(1,140,123)
|
|
|
3,482,043
|
|
|
Add, for equity awards that are granted and vest in the same covered
fiscal year, the fair value as of the vesting date
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Adjust for the change in fair value as of vesting date (from the end of
the prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year
|
|
|
1,710,971
|
|
|
292,332
|
|
|
381,611
|
|
|
Subtract, for equity awards granted in any prior fiscal year that fail to
meet the applicable vesting conditions during the covered fiscal year, the fair value as of the end of prior fiscal year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total Equity Adjustments (subtotal)
|
|
|
5,900,600
|
|
|
(2,118,893)
|
|
|
5,971,471
|
|
|
Compensation Actually Paid to PEO
|
|
|
$16,428,208
|
|
|
$7,818,062
|
|
|
$13,832,541
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 5,203,532
|
4,798,154
|
5,447,900
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 7,754,768
|
3,840,220
|
7,965,580
|
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
(5)
|
CAP does not mean that our non-PEO NEOs were actually paid the amounts reported in this column, but is a dollar amount derived
from the starting point of the average total compensation reported for our non-PEO NEOs in the “Total” column of the Summary Compensation Table for the applicable fiscal year, as adjusted in accordance with SEC rules. For purposes of
calculating CAP, the fair value of equity awards is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) using the same assumption methodologies used to
calculate the grant date fair value of awards for purposes of the Summary Compensation Table. In accordance with SEC rules, the following adjustments were made to determine the average CAP to our non-PEO NEOs during each of the reported
fiscal years, which consisted solely of adjustments to equity awards:
|
|
Average Summary Compensation Table Total for non-PEO NEOS
|
|
|
$5,203,532
|
|
|
$4,798,154
|
|
|
$5,447,900
|
|
|
Subtract grant date fair value of equity awards reported in Summary
Compensation Table
|
|
|
(3,224,896)
|
|
|
(2,999,871)
|
|
|
(2,892,767)
|
|
|
Add the fair value as of the end of the covered fiscal year of equity
awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year
|
|
|
3,569,232
|
|
|
2,470,255
|
|
|
3,805,287
|
|
|
Adjust for the change in fair value as of the end of covered fiscal year
(from the end of the prior fiscal year) of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of covered fiscal year
|
|
|
1,428,367
|
|
|
(532,273)
|
|
|
1,098,132
|
|
|
Add, for equity awards that are granted and vest in the same covered
fiscal year, the fair value as of the vesting date
|
|
|
—
|
|
|
—
|
|
|
110,022
|
|
|
Adjust for the change in fair value as of vesting date (from the end of
the prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year
|
|
|
778,533
|
|
|
103,955
|
|
|
397,006
|
|
|
Subtract, for equity awards granted in any prior fiscal year that fail to
meet the applicable vesting conditions during the covered fiscal year, the fair value as of the end of prior fiscal year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total Equity Adjustments (subtotal)
|
|
|
2,551,236
|
|
|
(957,934)
|
|
|
2,517,680
|
|
|
Average Compensation Actually Paid to non-PEO NEOs
|
|
|
$7,754,768
|
|
|
$3,840,220
|
|
|
$7,965,580
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
Relationship Between Compensation Actually Paid and Performance Measures
CAP Versus Total Shareholder Return
The following graph reflects the relationship between CAP, our cumulative Total
Shareholder Return (“TSR”) and the TSR of the NASDAQ Telecommunications Index (“Peer TSR”), assuming an initial fixed investment on June 26, 2020 of $100.
|
|
|
Compensation Actually Paid vs. Net Income [Text Block] |
Relationship Between Compensation Actually Paid and Performance Measures
CAP Versus Net Income and Revenue
The following graph reflects the relationship between CAP, our net income and our
revenue.
|
|
|
Compensation Actually Paid vs. Company Selected Measure [Text Block] |
Relationship Between Compensation Actually Paid and Performance Measures
CAP Versus Net Income and Revenue
The following graph reflects the relationship between CAP, our net income and our
revenue.
|
|
|
Total Shareholder Return Vs Peer Group [Text Block] |
Relationship Between Compensation Actually Paid and Performance Measures
CAP Versus Total Shareholder Return
The following graph reflects the relationship between CAP, our cumulative Total
Shareholder Return (“TSR”) and the TSR of the NASDAQ Telecommunications Index (“Peer TSR”), assuming an initial fixed investment on June 26, 2020 of $100.
|
|
|
Tabular List [Table Text Block] |
Fiscal 2023 Performance Measures
In accordance with SEC rules, the financial performance measures listed below
represent, in our assessment, the most important financial performance measures used in fiscal 2023 to link CAP to company performance.
•
|
Gross margin percentage (non-GAAP)
|
•
|
Operating margin percentage (non-GAAP)
|
•
|
Earnings per diluted share (non-GAAP)
|
|
|
|
Total Shareholder Return Amount |
$ 218.84
|
140.2
|
160.56
|
Peer Group Total Shareholder Return Amount |
94.58
|
93.59
|
125.54
|
Net Income (Loss) |
$ 247,913,000
|
$ 200,380,000
|
$ 148,341,000
|
Company Selected Measure Amount |
2,645,237,000
|
2,262,224,000
|
1,879,350,000
|
PEO Name |
Seamus Grady
|
Seamus Grady
|
Seamus Grady
|
Measure [Axis]: 1 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Revenue
|
|
|
Measure [Axis]: 2 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Gross margin percentage (non-GAAP)
|
|
|
Measure [Axis]: 3 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Operating margin percentage (non-GAAP)
|
|
|
Measure [Axis]: 4 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Earnings per diluted share (non-GAAP)
|
|
|
PEO [Member] | Total Equity Adjustments [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ 5,900,600
|
$ (2,118,893)
|
$ 5,971,471
|
PEO [Member] | Grant Date Fair Value of Equity Awards Reported in Summary Compensation Table [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(7,499,721)
|
(7,199,814)
|
(5,849,946)
|
PEO [Member] | The Fair Value as of the End of the Covered Fiscal Year of Equity Awards Granted in the Covered Fiscal Year that are Outstanding and Unvested as of the End of the Covered Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
8,300,501
|
5,928,712
|
7,957,763
|
PEO [Member] | Adjust for the Change in Fair Value as of the End of Covered Fiscal Year (From the End of the Prior Fiscal Year) of Equity Awards Granted in Prior Fiscal Years that are Outstanding and Unvested as of the End of Covered Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
3,388,849
|
(1,140,123)
|
3,482,043
|
PEO [Member] | Equity Awards that are Granted and Vest in the Same Covered Fiscal Year, the Fair Value as of the Vesting Date [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
PEO [Member] | Adjust for the Change in Fair Value as of Vesting Date (From the End of the Prior Fiscal Year) of Equity Awards Granted in Prior Fiscal Years for which All Applicable Vesting Conditions were Satisfied by End of the Covered Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
1,710,971
|
292,332
|
381,611
|
PEO [Member] | Equity Awards Granted in Any Prior Fiscal Year that Fail to Meet the Applicable Vesting Conditions During the Covered Fiscal Year, the Fair Value as of the End of Prior Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
Non-PEO NEO [Member] | Total Equity Adjustments [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
2,551,236
|
(957,934)
|
2,517,680
|
Non-PEO NEO [Member] | Grant Date Fair Value of Equity Awards Reported in Summary Compensation Table [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(3,224,896)
|
(2,999,871)
|
(2,892,767)
|
Non-PEO NEO [Member] | The Fair Value as of the End of the Covered Fiscal Year of Equity Awards Granted in the Covered Fiscal Year that are Outstanding and Unvested as of the End of the Covered Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
3,569,232
|
2,470,255
|
3,805,287
|
Non-PEO NEO [Member] | Adjust for the Change in Fair Value as of the End of Covered Fiscal Year (From the End of the Prior Fiscal Year) of Equity Awards Granted in Prior Fiscal Years that are Outstanding and Unvested as of the End of Covered Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
1,428,367
|
(532,273)
|
1,098,132
|
Non-PEO NEO [Member] | Equity Awards that are Granted and Vest in the Same Covered Fiscal Year, the Fair Value as of the Vesting Date [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
110,022
|
Non-PEO NEO [Member] | Adjust for the Change in Fair Value as of Vesting Date (From the End of the Prior Fiscal Year) of Equity Awards Granted in Prior Fiscal Years for which All Applicable Vesting Conditions were Satisfied by End of the Covered Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
778,533
|
103,955
|
397,006
|
Non-PEO NEO [Member] | Equity Awards Granted in Any Prior Fiscal Year that Fail to Meet the Applicable Vesting Conditions During the Covered Fiscal Year, the Fair Value as of the End of Prior Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ 0
|
$ 0
|
$ 0
|