Lester Wong
About Lester Wong
Lester Wong (58) is Executive Vice President and Chief Financial Officer of Kulicke & Soffa (KLIC). He joined KLIC in September 2011 as General Counsel and became CFO on December 20, 2018, with promotion to EVP on January 1, 2022 . He holds a Bachelor’s from Western University (Ontario) and a J.D. from the University of British Columbia; admitted to the Law Society of Upper Canada and British Columbia (1993) and the Law Society of Hong Kong (1997) . Executive incentives are tied to Net Income (weighted 50%) and Operating Margin under the annual ICP ; long-term PSUs blend relative TSR and organic revenue growth, with the most recent completed cycle delivering rTSR payout of 95% on cumulative TSR of (-26%) and organic growth payout of 8% over Oct 3, 2021–Sep 28, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GigaMedia Limited (U.S.-listed online entertainment software) | General Counsel | May 2008 – Aug 2011 | Legal leadership for a U.S.-listed software company |
| CDC Corporation (U.S.-listed software and media) | Senior Legal Counsel | Jun 2003 – Nov 2007 | Corporate counsel in software/media |
| Cowen Latitude Asia (subsidiary of Cowen Group) | Executive | Apr 2001 – Jun 2003 | Executive role at diversified financial services group subsidiary |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Law Society of Upper Canada (Ontario) | Member | 1993 – present | Professional legal accreditation |
| Law Society of British Columbia | Member | 1993 – present | Professional legal accreditation |
| Law Society of Hong Kong | Member | 1997 – present | Professional legal accreditation |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $413,468 | $444,436 | $458,995 |
| Target Annual Cash Incentive (% of Base) | 75% | 75% | 75% |
| Actual Annual Incentive Paid (USD) | $415,298 | $118,945 | $69,188 |
Note: Compensation for Mr. Wong is denominated in Singapore dollars; USD reporting reflects average FX rates (2022: 1.3759; 2023: 1.3540; 2024: 1.3452) and can vary due to currency fluctuations .
Performance Compensation
ICP (Annual Cash Incentive) Design and Outcome
| Metric | Weighting | FY 2024 Target/Funding Scale | FY 2024 Company Actual (Design) | Lester Wong FY 2024 Payout (USD) | Vesting |
|---|---|---|---|---|---|
| Net Income | 50% | Target $114.8M = 100% funding; Max $223.9M = 200%; Threshold $34.4M = 25% | Funded per scale (interpolation; specific NI outcome not itemized here) | $69,188 | Cash, paid after FY year-end |
| Operating Margin | Not disclosed | Funding scale used (details not shown in excerpt) | Funded per scale (interpolation; specific OM outcome not itemized here) | Included in payout above | Cash, paid after FY year-end |
Long-Term Equity (PSUs and RSUs)
Design highlights:
- PSUs based on relative TSR and organic revenue growth; payout range 0–200%, with rTSR capped at target when absolute TSR is negative over the performance period .
- RSUs vest in 1/3 increments on each of the first three anniversaries of the grant date; PSUs cliff-vest at three years based on performance .
| PSU Cycle (Grant) | Metric | Performance Period | Target | Actual | Payout |
|---|---|---|---|---|---|
| FY 2022 PSUs | rTSR | Oct 3, 2021 – Sep 28, 2024 | 100% at target | TSR (-26%); 47th percentile (31/58) | 95% of target |
| FY 2022 PSUs | Organic Revenue Growth | Oct 3, 2021 – Sep 28, 2024 | Not disclosed | 3-year avg organic revenue growth (-19%), outperforming one named direct competitor | 8% of target |
FY 2024 Grants (Awarded Oct 11, 2023)
| Grant Date | Instrument | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 10/11/2023 | PSUs (target) | 25,980 | $827,203 | Cliff vest after 3 years (to extent goals achieved) |
| 10/11/2023 | RSUs | 8,659 | $410,783 | 1/3 annually on grant anniversaries |
Historical CFO equity awards:
- 11/27/2017: S$300,000 (50% RSUs, 50% PSUs); RSUs fully vested; PSUs 36-month cliff, 0–200% payout (metrics: organic growth, relative TSR) .
- 1/02/2019: S$350,000 (75% PSUs, 25% RSUs); RSUs vest over 36 months; PSUs 36-month cliff, 0–200% payout (metrics: organic revenue growth, relative TSR) .
Equity Ownership & Alignment
Beneficial Ownership
| Item | Value | As of |
|---|---|---|
| Total beneficial ownership (shares) | 79,636 | Dec 9, 2024 |
| Shares outstanding | 53,648,978 | Dec 9, 2024 |
| Ownership as % of shares outstanding | ~0.148% (79,636 / 53,648,978) |
Unvested and Unearned Equity at FY 2024 Year-End (Sep 28, 2024; price $44.77)
| Grant Date | Type | Unvested/Unearned Shares (#) | Market/Payout Value ($) |
|---|---|---|---|
| 10/11/2023 | PSUs (target) | 12,990 | $581,562 |
| 10/11/2023 | RSUs | 8,659 | $387,663 |
| 10/14/2022 | PSUs (target) | 13,355 | $597,903 |
| 10/14/2022 | PSUs (target) | 4,452 | $199,316 |
| 10/14/2022 | RSUs | 3,957 | $177,155 |
| 10/15/2021 | PSUs (target) | 9,752 | $436,597 |
| 10/15/2021 | PSUs (target) | 3,251 | $145,547 |
| 10/15/2021 | RSUs | 1,445 | $64,693 |
| Options outstanding | None | N/A | N/A |
Policies and guidelines:
- Hedging and pledging of Company stock are prohibited for directors and executive officers .
- Executive ownership guidelines: CFO required to hold 2x base salary; progress reviewed annually; 50% post-tax retention until compliance if <5 years in role .
Employment Terms
Executive Severance Pay Plan (No Change in Control)
| Provision | CFO Terms |
|---|---|
| Severance multiple (with general release) | 18 months’ base salary |
| Continuation benefits | Medical/dental/vision at active employee rates for months of severance; life insurance eligibility up to 6 months |
| 9/28/2024 hypothetical termination: Cash severance | $691,884 |
| 9/28/2024 hypothetical termination: RSU value | $258,950 |
| 9/28/2024 hypothetical termination: PSU value (assumes 100% target) | $1,252,978 |
| Total (no CIC) | $2,203,812 |
| Clawback | Company maintains clawback/recoupment policy; awards subject to recovery |
| No option repricing | Shareholder approval required; prohibited outside CIC/adjustments |
Change-in-Control Agreement (CIC)
| Provision | CFO Terms |
|---|---|
| Benefit multiple | 1.5x of (base salary + target cash incentive) |
| CIC window | If terminated without Cause or resigns for Good Reason within 18 months post-CIC |
| Equity treatment (2021 Omnibus Plan) | If not assumed: time-based awards vest; PSUs at target (TSR may use actual if >1 year elapsed); If assumed and involuntarily terminated ≤24 months: time-based RSUs vest; PSUs at target (TSR may use actual if >1 year elapsed) |
| 9/28/2024 hypothetical post-CIC termination: Cash (Benefit Amount) | $1,210,798 |
| 9/28/2024 hypothetical post-CIC termination: RSU value | $629,511 |
| 9/28/2024 hypothetical post-CIC termination: PSU value (assumes 100% target) | $1,960,926 |
| Total (post-CIC) | $3,801,235 |
Compensation Structure Analysis
- Mix shifts toward equity: Stock awards were $881,066 (FY22), $1,034,425 (FY23), $1,237,986 (FY24), dominating total compensation relative to cash components .
- PSU design tightened: rTSR maximum moved from 99th to 85th percentile; cap at target when absolute TSR is negative, reinforcing pay-for-performance .
- ICP targets based on NI and OM with wide funding ranges to reflect cyclicality; NI weighted 50% with explicit funding scale .
- No stock options outstanding, reducing near-term exercise-driven selling pressure .
Investment Implications
- Alignment: Strong long-term equity orientation via PSUs/RSUs and ownership guidelines (CFO 2x base), with prohibitions on hedging/pledging—supports alignment and reduces leverage-related risk .
- Retention risk: CFO severance outside CIC of ~$2.2M and CIC total ~$3.8M imply competitive protection; double-trigger equity treatment (if assumed) plus 18-month cash severance reduce departure risk post-CIC .
- Performance signal: FY22 PSU cycle payouts (rTSR 95%, organic growth 8%) reflect challenged 3-year TSR and growth backdrop; ICP is tied to NI/OM, with FY24 CFO cash payout modest ($69k), suggesting disciplined funding amidst cycle .
- Calendared selling pressure: RSUs vest annually on grant anniversaries (e.g., 10/11 for recent grants) and PSUs cliff-vest on three-year cycles; monitor Form 4s around those dates for potential liquidity events .
- Governance comfort: Clawback policy, anti-repricing, and risk assessments by FW Cook indicate balanced incentive design without excessive risk-taking .
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