Zi Yao Lim
Senior Director, Legal Affairs and General Counsel and Corporate Secretary at 
KULICKE & SOFFA INDUSTRIES
KULICKE & SOFFA INDUSTRIESExecutive
About Zi Yao Lim
Zi Yao Lim (age 37) is Senior Director, Legal Affairs, General Counsel and Corporate Secretary of Kulicke & Soffa (K&S). He joined K&S in December 2020, served as Interim General Counsel effective January 1, 2024, and was appointed General Counsel effective July 1, 2024. He previously was Senior Regional Counsel at Sumitomo Chemical Asia (2019–2020) and Corporate Counsel at Four Seasons Hotels and Resorts (2016–2019); he began his legal career at Dentons in Singapore focused on M&A, securities and corporate law. He holds an LL.B. from the National University of Singapore and was admitted to the Law Society of Singapore in 2013 . At the company level, K&S’s most recent three-year rTSR cycle (FY22–FY24) ranked at the 47th percentile vs the GICS Semiconductor Index, paying 95% of target; organic revenue growth averaged -19% over the same period with an 8% payout under the prior metric design .
Past Roles
| Organization | Role | Years | Source |
|---|---|---|---|
| Dentons (Singapore) | Associate, Corporate (M&A, securities, corporate law) | Pre-2016 | |
| Four Seasons Hotels and Resorts | Corporate Counsel | Sep 2016 – May 2019 | |
| Sumitomo Chemical Asia Pte Ltd | Senior Regional Counsel | May 2019 – Dec 2020 | |
| Kulicke & Soffa | Senior Manager, Legal Affairs | Dec 2020 – 2022 | |
| Kulicke & Soffa | Director, Legal Affairs | Jan 2023 – Dec 2023 | |
| Kulicke & Soffa | Interim General Counsel | Jan 1, 2024 – Jun 30, 2024 | |
| Kulicke & Soffa | Senior Director, Legal Affairs; General Counsel and Corporate Secretary | Jul 1, 2024 – Present |
External Roles
No public company board roles or external directorships are disclosed for Mr. Lim in the 2025 Proxy .
Fixed Compensation
| Element | Detail for Zi Yao Lim | Source |
|---|---|---|
| Base Salary | Not individually disclosed (Mr. Lim is not listed among the named executive officers whose compensation is tabulated) | |
| Target Bonus % | Not individually disclosed | |
| Actual FY2024 Cash Bonus Paid | Not individually disclosed; company approved a 20.0% ICP payout for FY2024 after adjustments |
Performance Compensation
| Incentive Type | Metric | Weighting | FY2024 Target | FY2024 Actual (Adj.) | Payout | Vesting/Notes | Source |
|---|---|---|---|---|---|---|---|
| Annual cash ICP | Net Income (NI) | 50% | $114.8M | $38.6M (excl. extraordinary items) | 20.0% (Committee-approved) | Annual cash payout | |
| Annual cash ICP | Operating Margin (OM) | 50% | 11.8% | 3.6% (excl. extraordinary items) | 20.0% (Committee-approved) | Annual cash payout | |
| Long-term equity (RSUs) | Service-based | N/A | N/A | N/A | N/A | Time-based RSUs vest in 3 equal annual installments | |
| Long-term equity (PSUs) | rTSR vs GICS Semiconductor Index | 100% of PSUs for FY2024 grants | rTSR percentile-to-payout curve | FY2022–FY2024 cycle: 47th percentile → 95% of target | 0–200% of target depending on percentile; capped at target if absolute TSR negative | 3-year cliff vesting |
Notes:
- For FY2024 awards, PSUs are measured solely on rTSR; the Organic Revenue Growth metric was eliminated starting FY2024 after a review .
- Equity mix guidance: CEO/CFO 60% PSUs / 40% RSUs; other executives 50% PSUs / 50% RSUs beginning FY2024 .
Equity Ownership & Alignment
| Topic | Detail | Source |
|---|---|---|
| Recent insider Form 4 (tax withholding) | On Oct 15, 2025, a Form 4 for Lim reported shares withheld by the issuer to satisfy taxes upon vesting of 2,364 RSUs on Oct 16, 2025, from a 7,094-share RSU grant dated Oct 16, 2024; withheld shares were not sold by the reporting person | https://www.sec.gov/Archives/edgar/data/56978/000200490325000003/xslF345X05/wk-form4_1760554011.xml; http://pdf.secdatabase.com/467/0002004903-25-000003.pdf; https://www.stocktitan.net/sec-filings/KLIC/form-4-kulicke-soffa-industries-inc-insider-trading-activity-ac2a639cb238.html |
| RSU vesting cadence | RSUs vest in equal annual installments over 3 years; for an Oct 16, 2024 grant, vestings are expected around Oct 16 in 2025, 2026, 2027 (subject to continued service) | and Form 4 above |
| Stock ownership guidelines | Executive officers (other than CEO/CFO): 1× base salary stock ownership within 5 years; must retain at least 50% of pre-tax vested shares before reaching guideline | |
| Anti-hedging and anti-pledging | Executives and directors are prohibited from hedging and from purchasing on margin or pledging Company securities as collateral | |
| Clawback policy | Dodd-Frank compliant clawback policy effective Oct 2, 2023; recovery of erroneously awarded incentive-based compensation after required restatements |
Recent administrative filings activity:
- Lim has signed multiple insider Forms 4 as attorney-in-fact for other K&S insiders (e.g., for Fusen Chen on Oct 18, 2024; for Jon A. Olson on Jul 3, 2025; for Robert N. Chylak on Feb 16, 2024), consistent with his role as Corporate Secretary/GC .
Employment Terms
| Term | Company Policy/Plan Feature | Source |
|---|---|---|
| Change-in-control | No “liberal” CIC definitions; no automatic single-trigger vesting; double-trigger protections in practice for cash and equity; Committee discretion to substitute/accelerate/cash out awards in a CIC | |
| Repricing | No repricing or cash buyouts of underwater options/SARs without shareholder approval | |
| Clawback | Company will recoup erroneously awarded incentive compensation from covered executives upon required restatements | |
| Hedging/Pledging | Prohibited for executives and directors | |
| Grant practices | Annual grants typically approved/priced in Q1 of fiscal year; inducement/retention grants by exception |
Performance & Track Record
| Company-Level Indicator | Recent Data | Source |
|---|---|---|
| Say-on-pay support | 98.2% approval at 2024 Annual Meeting | |
| FY2024 rTSR PSU payout (FY22–FY24 cycle) | 47th percentile vs GICS index; paid 95% of target | |
| FY2024 organic revenue growth (three-year avg, FY22–FY24) | -19%; paid 8% (metric eliminated for new grants starting FY2024) | |
| FY2024 ICP outcome | Committee approved 20.0% payout after excluding extraordinary items and ensuring threshold compliance |
Compensation Structure Analysis
- Shift to market-standard PSU design: Beginning FY2024, PSUs are 100% rTSR-based (Organic Revenue Growth metric eliminated), aligning outcomes more cleanly with shareholder returns and mitigating macro cyclicality impacts .
- Governance protections: No single-trigger CIC; no option/SAR repricing; robust anti-hedging/pledging and clawback policies indicate alignment and risk controls .
- Ownership alignment: Stock ownership guidelines and mandatory post-vest holding requirements prior to guideline attainment support “skin in the game” for executive officers .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited by policy (reduces alignment risk) .
- Clawback: Active, Dodd-Frank compliant (mitigates misconduct risk) .
- Option Repricing: Prohibited without shareholder approval (shareholder-friendly) .
- Insider selling pressure: Recent Form 4 showed only tax withholding on RSU vesting, not open-market selling by Lim (neutral for supply/demand) .
Compensation Peer Group (Benchmarking context)
K&S benchmarks executive compensation to a U.S.-based peer set (e.g., AEIS, ACLS, COHU, ENTG, FORM, MKSI, ONTO, UCTT, etc.) and uses Radford semiconductor survey data; Asia-Pacific market differentials are applied via a regional peer study for Singapore-based executives .
Investment Implications
- Alignment and retention: Service-vesting RSUs, rTSR-based PSUs, stock ownership guidelines, and anti-hedging/pledging policies indicate strong pay-performance alignment and reduce governance risk for the legal function’s leader .
- Vesting cadence signal: RSU grants typically vest in October on three-year ratable schedules; recent activity reflects tax withholding rather than discretionary selling, limiting negative trading signal from insider activity around vest dates .
- Company performance linkage: FY2024 ICP payout was markedly conservative (20%) and PSUs paid below target (95%) for the FY22–FY24 cycle, consistent with the cyclical downturn—supporting a framework that modulates pay with results .
Overall, the compensation architecture and recent Form 4 activity suggest low misalignment risk for Mr. Lim, with limited insider selling pressure and robust governance controls—neutral to slightly positive for investors focused on executive incentives and retention at K&S .