Nelson Wong
KULICKE & SOFFA INDUSTRIESAbout Nelson Wong
Senior Vice President, Global Sales & Supply Chain at Kulicke & Soffa Industries, Inc. (K&S). Age 64; joined K&S in July 1997. Education: MBA and B.Sc. in Physics, National University of Singapore. Career progression: led Ball Bonder BU (VP since 2011), promoted to SVP in Oct 2017; assumed leadership of Global Sales in Nov 2019 and Global Supply Chain in Nov 2021, with prior roles in marketing and applications at K&S . Company performance context for pay-for-performance: FY2024 GAAP Net Income was $(69.01)M, with 1-year relative TSR at the 51st percentile; prior three-year rTSR cycles paid 95% (FY2022–FY2024), 166% (FY2021–FY2023), and 138% (FY2020–FY2022) of target, evidencing alignment of long-term equity payouts with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| K&S | Senior Vice President, Global Sales & Supply Chain | 2017–present (SVP since Oct 2017; Global Sales since Nov 2019; Supply Chain since Nov 2021) | Led global commercial organization and supply chain through cyclical recovery; maintained market share and execution across Ball Bonder and services . |
| K&S | Vice President, Ball Bonder BU | 2011–2017 | Drove market share retention and expansion; BU strategy execution . |
| K&S | Director of Marketing – Ball Bonder | 2000–2006 | Portfolio positioning and customer engagement in ball bonding . |
| K&S | Applications Manager | 1997–2006 | Customer applications and technical support; product adoption . |
External Roles
- No external public-company directorships or external roles disclosed for Nelson Wong in the proxy’s executive officer biographies .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $398,809 | $426,215 | $453,311 |
| Target Bonus % of Base | 55% (as of 2020 promotion; maintained at 70% from ICP matrix in FY2024) | 70% | 70% |
| Actual ICP Bonus (USD) | $373,074 | $106,340 | $64,404 |
| ICP Corporate Metrics | NI & OM (equally weighted) | NI & OM (equally weighted) | NI & OM; adjusted payout set at 20% to maintain thresholds |
| ICP FY2024 Targets | NI $114.8M; OM 11.8% | — | NI $114.8M; OM 11.8% |
| ICP FY2024 Actuals (ex one-time) | — | — | NI $38.6M; OM 3.6%; payout set at 20% |
Performance Compensation
| Component | Grant/Period | Metric | Weighting | Target/Scale | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| PSUs | FY2024 grant (10/11/2023) | rTSR vs GICS Semiconductor Index | 100% (Organic Rev Growth eliminated) | 0–200% with max at ~85th percentile; capped at target if absolute TSR negative | In-progress (3-year period ends Oct 2026) | Cliff at end of 3-year period |
| RSUs | FY2024 grant (10/11/2023) | Service | — | — | — | 1/3 annually on each of first three anniversaries of grant date |
| PSU Cycle | FY2022–FY2024 | rTSR vs GICS Index | 75% (older design) | Market-median aligned; 0–200% | 47th percentile; 95% of target | Vested at cycle end |
| PSU Cycle | FY2022–FY2024 | Organic Revenue Growth (legacy) | 25% (older design) | Target avg 5% (100%); ≥10% (200%) | 3-year avg (19%); outperformed 1 direct competitor; 8% payout | Vested at cycle end |
FY2024 Equity Grants (Nelson Wong)
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value (USD) |
|---|---|---|---|
| PSUs (rTSR) | 10/11/2023 | 7,423 | $472,697 |
| RSUs (time-based) | 10/11/2023 | 7,422 | $352,100 |
FY2024 Vesting Realized
| Name | Shares Vested (#) | Value Realized (USD) |
|---|---|---|
| Nelson Wong | 26,034 | $1,229,797 |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (12/9/2024) | 177,533 shares; <1% of class |
| Shares Outstanding (Record Date) | 53,648,978 |
| Outstanding FY2024 Awards (as of FYE 2024) | RSUs unvested: 7,422; PSUs at target: 7,423 (10/11/2023 grants) |
| Ownership Guidelines | Other executive officers: 1× base salary; must retain ≥50% of pre-tax vested awards until compliant |
| Hedging/Pledging | Prohibited for directors and executive officers (no pledging permitted) |
| Options | None outstanding or exercised for NEOs in FY2024; company has not been granting options under the plan |
| Burn Rate & Overhang (Dilution) | 3-yr average share usage 1.36% ; projected fully-diluted overhang ~9.1% if plan amendment approved |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Start | July 1997; promoted to SVP in Oct 2017; Global Sales in Nov 2019; Global Supply Chain in Nov 2021 |
| ICP Target Bonus | 70% of base salary in FY2024 |
| Severance (No CoC) | Executive Severance Pay Plan: 12 months’ base salary with general release; benefits continuation; equity may vest pro-rata at Committee discretion |
| Severance Values (No CoC, if terminated 9/28/2024) | Cash: $460,025; Time-based shares: $303,003; PSUs (assumed 100% target): $618,408; Total: $1,381,436 |
| Change-of-Control (CoC) Economics | Double-trigger: termination within 18 months post-CoC for “Good Reason” or not for “Cause” → Benefit Amount = 1× (base + target bonus) over 12 months; benefits continuation; equity vesting rules per assumption/non-assumption and timing |
| CoC Values (if CoC on 9/28/2024 and terminated) | Benefit Amount: $782,043; Time-based shares: $676,206; PSUs (assumed 100% target): $991,611; Total: $2,449,860 |
| Non-Compete/Non-Solicit | Included in severance plan; breach permits discontinuation of severance |
| Clawback | SEC/Nasdaq-compliant clawback policy effective Oct 2, 2023 for restatements (material and certain immaterial errors) |
| Perquisites | 2024 “All Other” for Nelson: CPF contributions $9,135; transportation allowance $6,690 (eliminated Jan 1, 2024) |
Multi-Year Compensation (Summary)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary (USD) | $398,809 | $426,215 | $453,311 |
| Stock Awards (USD) | $644,287 | $691,244 | $824,796 |
| Non-Equity Incentive (USD) | $373,074 | $106,340 | $64,404 |
| All Other Compensation (USD) | $34,712 | $34,545 | $15,825 |
| Total (USD) | $1,450,882 | $1,258,344 | $1,358,336 |
Compensation Structure Analysis
- Pay mix: Majority at risk via ICP and equity; for “other executives,” equity split 50% PSUs / 50% RSUs since FY2024 (CEO/CFO at 60/40) aligning payouts to rTSR over three years .
- Metric evolution: Organic Revenue Growth removed for new PSUs beginning FY2024 due to cyclicality; PSUs now solely rTSR-based, reducing exogenous volatility influence on vesting .
- Governance: No excise tax gross-ups; anti-hedging and anti-pledging policies; no options repricing; double-trigger CoC vesting; clawback compliant with SEC/Nasdaq .
- Shareholder alignment: Say-on-pay approval 98.2% in 2024 indicates broad investor support for pay design .
Investment Implications
- Alignment: Wong’s incentives are tied to company NI/OM (annual cash) and multi-year rTSR (equity), with recent PSU payouts scaling down as relative performance moderated (95% in FY2022–FY2024), signaling disciplined pay-for-performance .
- Retention risk: Strong equity cadence (26,034 shares vested value $1.23M in FY2024) and unvested RSUs/PSUs (FY2024 grants) create meaningful retention hooks; severance and CoC protections are standard (1× multiple) without gross-ups .
- Selling pressure/dilution: Annual RSU vesting can lead to routine sell-to-cover activity; company-level overhang could reach ~9.1% post-plan amendment, though burn rate is modest (1.36% 3-year avg), suggesting manageable dilution over 3–5 years .
- Ownership alignment: 177,533 shares owned (<1%) plus ownership guidelines (1× salary and 50% retention until compliant) and anti-hedging/pledging enhance alignment; no options outstanding reduces leverage-risk behavior .
Overall, Nelson Wong’s pay features balanced cash/equity with performance-linked PSUs and standard severance/CoC terms. The removal of organic growth from PSUs increases focus on rTSR, while modest dilution and high say-on-pay support indicate investor comfort with the incentive architecture .