Haley Aman
PIXELWORKSAbout Haley Aman
Haley F. Aman, age 43, is Chief Financial Officer of Pixelworks (PXLW). She has served as CFO since January 2022, previously Vice President of Finance (April 2021–January 2022), Corporate Controller (January 2013–April 2021), and Assistant Controller (January 2011–January 2013) after joining the Company in 2011; earlier, she spent 2005–2011 at Deloitte & Touche LLP in Audit & Enterprise Risk Services. Aman holds a B.S. in Accounting (University of Oregon), a B.S. in Finance (Portland State University), and is a Certified Public Accountant (inactive) in Oregon . Performance-linked equity in 2024 vested at 18% of target due to only the Home & Enterprise revenue goal being met and a −36% TSR that reduced payout via the TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pixelworks, Inc. | Chief Financial Officer | Jan 2022–present | Led finance amid 2024 restructuring (16% workforce reduction) and suspended annual bonuses to align with reduced revenue . |
| Pixelworks, Inc. | Vice President of Finance | Apr 2021–Jan 2022 | Progression to CFO and oversight of evolving long-term incentive design with PRSUs . |
| Pixelworks, Inc. | Corporate Controller | Jan 2013–Apr 2021 | Oversaw financial reporting and controls . |
| Pixelworks, Inc. | Assistant Controller | Jan 2011–Jan 2013 | Joined company; foundational finance leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit & Enterprise Risk Services | 2005–2011 | Public accounting and risk experience; CPA credential foundation (inactive) . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $285,785 | $307,100 |
- Aman’s base salary rate was increased from $291,600 to $309,096 effective April 1, 2024 .
Performance Compensation
Annual Cash Incentive
| Year | Non-Equity Incentive Plan Compensation (USD) |
|---|---|
| 2023 | $55,987 |
| 2024 | $0 (annual bonuses suspended) |
Equity Awards Granted (2024)
| Grant Date | Award Type | Shares (Target) | Aggregate Grant-Date Fair Value (USD) |
|---|---|---|---|
| March 20, 2024 | RSUs | 100,000 | $584,000 (aggregate for RSUs+PRSUs) |
| March 20, 2024 | PRSUs | 100,000 | $584,000 (aggregate for RSUs+PRSUs) |
- Long-term awards are a mix of time-based RSUs and performance-based PRSUs; RSUs vest 10% starting November 15, 2024 and 10% quarterly thereafter through February 15, 2027, subject to continued service .
2024 PRSU Performance Structure and Outcomes
| Metric | Weighting (%) | 2024 Target | 2024 Actual | 2024 Payout (% of Target) | PRSUs Vested (Shares) |
|---|---|---|---|---|---|
| Mobile Revenue | 50 | ≥ $46MM | Not Achieved | 0% | — |
| Home & Enterprise Revenue | 20 | ≥ $28MM | Achieved | 20% | — |
| Cinema Revenue | 30 | ≥ $2MM | Not Achieved | 0% | — |
| TSR Modifier vs Peer Group | Modifier | ≥55th percentile = +10%; 45–55th = 0%; <45th = −10% | Company TSR −36% → <45th percentile | −10% | — |
| Total | — | — | — | 18% of Target | 14,400 (Aman); 65,600 forfeited |
Equity Ownership & Alignment
Beneficial Ownership (as of March 14, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding (60,982,480) | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | As-of Date |
|---|---|---|---|---|---|
| Haley F. Aman | 175,107 | ~0.29% (175,107 / 60,982,480) | — | — | March 14, 2025 |
- Applicable percentage is based on 60,982,480 shares outstanding; proxy table denotes less than 1% ownership for Aman .
Outstanding Equity Awards at 12/31/2024
| Type | Unvested Shares | Market Value ($0.73/sh) | Performance Awards (Target) | Market/Payout Value |
|---|---|---|---|---|
| RSUs | 75,000 | $54,750 | — | — |
| RSUs | 75,000 | $54,750 | — | — |
| RSUs | 90,000 | $65,700 | — | — |
| PRSUs | — | — | 20,000 | $14,600 |
| PRSUs | — | — | 53,334 | $38,934 |
| PRSUs | — | — | 100,000 | $73,000 |
- Market values calculated using the $0.73 closing price on December 31, 2024 .
Vesting Schedules (Upcoming)
| Grant | Vest Schedule |
|---|---|
| 100,000 RSUs granted March 20, 2024 | 10% quarterly beginning Nov 15, 2024; continues 10% each quarter through Feb 15, 2027 (e.g., Feb 15, 2025; May 15, 2025; Aug 15, 2025; Nov 15, 2025; etc.) . |
| 75,000 RSUs (footnote 6) | 37,500 vested Feb 14, 2025; 37,500 vest Feb 13, 2026 . |
| 75,000 RSUs (footnote 7) | 15,000 vested Feb 15, 2025; 15,000 vest quarterly from May 15, 2025 through Feb 15, 2026 . |
| 90,000 RSUs (footnote 8) | 10,000 vested Feb 15, 2025; 10,000 vest quarterly from May 15, 2025 through Feb 15, 2027 . |
| 2024 PRSUs (100,000 target) | Eligible to vest in three annual tranches for FY 2024–2026, subject to yearly performance goals and Compensation Committee certification (generally by March 15 following the fiscal year) . |
Alignment Policies
- The 2006 Stock Plan requires the CEO, CFO, and COO, if any, to hold net shares acquired from awards for 12 months post issuance/vesting; no other ownership guidelines are in effect for executives .
- Insider Trading and Communications Policy prohibits hedging, short-term trading, margin purchases, short sales, buying/selling puts or calls, and pledging of stock as collateral, without prior written pre-clearance .
- Company has not granted stock options since 2022; current equity mix emphasizes RSUs and PRSUs .
Employment Terms
- Change-of-Control and Severance Agreement: Entered January 28, 2022 (Aman). On involuntary termination within six months before, or within twelve months after, a change of control, Aman receives: (i) lump-sum cash equal to 12 months of base salary plus the then-current year’s target bonus; (ii) accelerated vesting of all outstanding equity awards granted prior to the change of control; and (iii) Company-paid health coverage at prior levels until COBRA eligibility ends or 12 months post-termination .
- Involuntary termination from 12 to 24 months after change of control: same cash severance and health benefits, but accelerated vesting only for equity that would vest during months 12–24 after change of control .
- Involuntary termination not in connection with change of control: same cash severance and health benefits; equity acceleration limited to awards scheduled to vest in the 12 months post-termination; for awards with annual vesting straddling the end of the 12-month window, the next annual vesting portion is treated as vesting monthly during that period .
- Parachute excise tax treatment: benefits are cut back or paid in full to maximize after-tax value; no tax gross-ups .
- Governance on vesting: no single-trigger acceleration; double-trigger applies to options and RSUs; PRSUs are eligible to vest at target for the fiscal year affected, subject to time-based vesting if assumed/continued/substituted .
Compensation Committee Analysis and Shareholder Feedback
- Compensation Committee engages independent consultant (Compensia) and targets total direct compensation at the midpoint of a semiconductor peer group; peer set includes Airgain, Akoustis, AXT, CEVA, Everspin, GSI Technology, Immersion, Impinj, inTEST, Intevac, Kopin, Lantronix, PDF Solutions, Transphorm, among others .
- 2024 say-on-pay approval: 95% of votes cast approved NEO compensation; no significant changes implemented following the vote .
- Program objectives emphasize pay-for-performance, fiscal responsibility (limited perquisites, double-trigger benefits, no tax gross-ups), and competitive pay levels .
Investment Implications
- Equity-heavy compensation with multi-year PRSUs and quarterly RSU vesting aligns Aman’s incentives with revenue execution and TSR, but 2024 outcomes (only Home & Enterprise revenue achieved; TSR −36%) drove a low 18% PRSU payout, signaling tight linkage to operating performance and market returns .
- Upcoming quarterly RSU vesting through February 2027 and annual tranches on legacy RSUs may create mechanical selling pressure for tax withholding; hedging and pledging are prohibited without pre-clearance, and a 12‑month post‑vest holding requirement enhances alignment .
- Severance and change‑of‑control terms (12 months salary plus target bonus, health coverage, double‑trigger vesting) provide retention during strategic events while avoiding shareholder‑unfriendly gross‑ups (cutback vs full-pay for best net outcome) .
- Governance support is strong (95% say‑on‑pay approval; independent compensation consultant; no option repricing; no single-trigger), suggesting limited compensation-related risk and reduced likelihood of adverse shareholder reaction .