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Lester Wong

Executive Vice President and Chief Financial Officer at KULICKE & SOFFA INDUSTRIESKULICKE & SOFFA INDUSTRIES
Executive

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

OrganizationRoleYearsStrategic Impact
GigaMedia Limited (U.S.-listed online entertainment software)General CounselMay 2008 – Aug 2011Legal leadership for a U.S.-listed software company
CDC Corporation (U.S.-listed software and media)Senior Legal CounselJun 2003 – Nov 2007Corporate counsel in software/media
Cowen Latitude Asia (subsidiary of Cowen Group)ExecutiveApr 2001 – Jun 2003Executive role at diversified financial services group subsidiary

External Roles

OrganizationRoleYearsStrategic Impact
Law Society of Upper Canada (Ontario)Member1993 – presentProfessional legal accreditation
Law Society of British ColumbiaMember1993 – presentProfessional legal accreditation
Law Society of Hong KongMember1997 – presentProfessional legal accreditation

Fixed Compensation

MetricFY 2022FY 2023FY 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

MetricWeightingFY 2024 Target/Funding ScaleFY 2024 Company Actual (Design)Lester Wong FY 2024 Payout (USD)Vesting
Net Income50% 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 MarginNot disclosedFunding 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)MetricPerformance PeriodTargetActualPayout
FY 2022 PSUsrTSROct 3, 2021 – Sep 28, 2024100% at target TSR (-26%); 47th percentile (31/58) 95% of target
FY 2022 PSUsOrganic Revenue GrowthOct 3, 2021 – Sep 28, 2024Not disclosed3-year avg organic revenue growth (-19%), outperforming one named direct competitor 8% of target

FY 2024 Grants (Awarded Oct 11, 2023)

Grant DateInstrumentShares (#)Grant Date Fair Value ($)Vesting
10/11/2023PSUs (target)25,980 $827,203 Cliff vest after 3 years (to extent goals achieved)
10/11/2023RSUs8,659 $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

ItemValueAs of
Total beneficial ownership (shares)79,636 Dec 9, 2024
Shares outstanding53,648,978 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 DateTypeUnvested/Unearned Shares (#)Market/Payout Value ($)
10/11/2023PSUs (target)12,990 $581,562
10/11/2023RSUs8,659 $387,663
10/14/2022PSUs (target)13,355 $597,903
10/14/2022PSUs (target)4,452 $199,316
10/14/2022RSUs3,957 $177,155
10/15/2021PSUs (target)9,752 $436,597
10/15/2021PSUs (target)3,251 $145,547
10/15/2021RSUs1,445 $64,693
Options outstandingNoneN/AN/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)

ProvisionCFO Terms
Severance multiple (with general release)18 months’ base salary
Continuation benefitsMedical/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
ClawbackCompany maintains clawback/recoupment policy; awards subject to recovery
No option repricingShareholder approval required; prohibited outside CIC/adjustments

Change-in-Control Agreement (CIC)

ProvisionCFO Terms
Benefit multiple1.5x of (base salary + target cash incentive)
CIC windowIf 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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