Rodgers Silicon Valley Acquisition Corp. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Jan. 01, 2023

Jan. 02, 2022

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


							Value of Initial Fixed $100 Investment Based on:
Fiscal Year	SCT Total for Dr. Talluri - PEO ($)(1)	Compensation Actually Paid to Dr. Talluri ($)(2)	SCT Total for Mr. Rust -Former PEO ($)(1)	Compensation Actually Paid to Mr. Rust ($)(2)(9)	Average SCT Total for Non-PEO NEOs ($)(3)	Average Compensation Actually Paid to Non-PEO NEOs ($)(4)(9)	Total Shareholder Return ($)(5)	Peer Group Total Shareholder Return ($)(6)	Net Loss ($ in Thousands)(7)	Revenue ($ in Thousands)(8)
2023	17,002,557	25,902,557	12,065,920	6,141,312	3,590,308	1,541,128	61	49	(214,132)	7,644
2022	—	—	2,447,077	(18,985,675)	5,880,518	743,504	61	59	(51,622)	6,202
2021	—	—	6,093,656	42,373,070	2,081,139	16,282,851	134	113	(125,874)	—

Company Selected Measure Name

Revenue

Named Executive Officers, Footnote

The amounts reported in this column are the total compensation amounts reported for each individual who served as our CEO (our principal executive officer or “PEO”), for each fiscal year in the “Total” column of the Summary Compensation Table (“SCT”). Dr. Talluri served as our PEO during a part of fiscal year 2023 and Mr. Rust served as our PEO during a part of fiscal year 2023 and all of fiscal years 2022 and 2021. Please refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.”The amounts reported in this column are the average amounts reported for our NEOs as a group (excluding our PEO) in the “Total” column of the SCT for each fiscal year. For fiscal year 2023, our non-PEO NEOs included Mr. Ahmad, Mr. Marathe, Ms. Chakravarthy, Mr. Pietzke, Mr. Lahiri and Mr. Schmitt. For fiscal year 2022, our non-PEO NEOs included Mr. Pietzke, Mr. Marathe, Mr. Hejlek and Mr. Lahiri. For fiscal year 2021, our non-PEO NEOs included Mr. Pietzke and Mr. Lahiri.

Peer Group Issuers, Footnote

The amounts reported in this column represent the weighted cumulative value of the peer group’s TSR for each period reported. The peer group used for this purpose is the same peer group used in the review of our executive compensation, as disclosed under Executive Compensation Discussion and Analysis. Please refer to “Compensation Discussion and Analysis—How We Make Executive Compensation Decisions” for the names of the peer companies. In our proxy statement last year, the peer group used was the Russell 2000 Index.

Adjustment To PEO Compensation, Footnote

The amounts reported in this column represent the “compensation actually paid” (“CAP”) to Dr. Talluri and Mr. Rust for each fiscal year when they served as our PEO, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to each PEO during such fiscal years and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). In accordance with the requirements of Item 402(v) of Regulation S-K, the following table shows the adjustments to the reported “Total” in the SCT to derive the “compensation actually paid” amount for the years presented below.


		2023
SCT Total for Dr. Talluri - PEO		$	17,002,557
Less:	Reported value in SCT “Stock Awards” column	(16,140,000)

Plus:	Year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end	25,040,000






Total Adjustments		8,900,000
CAP to Dr. Talluri - PEO		$	25,902,557


		2023
SCT Total for Mr. Rust - Former PEO		$	12,065,920
Less:	Reported value in SCT “Stock Awards” column	(733,777)
Less:	Reported value in SCT “Options Awards” column	(9,966,500)



Plus:	Change in fair value of equity awards granted in prior fiscal years that vested in the covered year based on change from prior year-end to vesting date	(3,820,798)

Less:	Fair value as of the prior fiscal year end of equity awards granted in prior fiscal years that failed to meet vesting conditions in the covered year	(431,308)
Plus:	Excess fair value for equity award modifications	9,027,775
Total Adjustments		(5,924,608)
CAP to Mr. Rust - Former PEO		$	6,141,312

Non-PEO NEO Average Total Compensation Amount

$ 3,590,308

$ 5,880,518

$ 2,081,139

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,541,128

743,504

16,282,851

Adjustment to Non-PEO NEO Compensation Footnote

The amounts reported in this column represent the average amount of the CAP to our non-PEO NEOs for fiscal years 2021, 2022 and 2023, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to our non-PEO NEOs during such fiscal years and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). In accordance with the requirements of Item 402(v) of Regulation S-K, the following table shows the adjustments to the average reported “Total” in the SCT to derive the average amount of CAP for the years presented below.


		2023
SCT Average Total for Non-PEO NEOs		$	3,590,308
Less:	Reported value in SCT “Stock Awards” column	(2,447,490)
Less:	Reported value in SCT “Options Awards” column	(658,460)
Plus:	Year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end	954,648
Plus:	Year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end	9,534
Plus:	Vesting date fair value of equity awards granted and vested in the covered year	213,366
Plus:	Change in fair value of equity awards granted in prior fiscal years that vested in the covered year based on change from prior year-end to vesting date	38,699
Less:	Fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year	(686,453)

Plus:	Excess fair value for equity award modifications	526,976
Total Adjustments		(2,049,180)
Average CAP to Non-PEO NEOs		$	1,541,128

Compensation Actually Paid vs. Total Shareholder Return

CAP versus Cumulative Total Shareholder Return

Compensation Actually Paid vs. Net Income

CAP versus Net Loss

Compensation Actually Paid vs. Company Selected Measure

CAP versus Revenue

Total Shareholder Return Vs Peer Group

CAP versus Cumulative Total Shareholder Return

Tabular List, Table


Performance Matrix
Revenue
Operating expenses
Capital expenditures

Total Shareholder Return Amount

$ 61

134

Peer Group Total Shareholder Return Amount

113

Net Income (Loss)

$ (214,132,000)

$ (51,622,000)

$ (125,874,000)

Company Selected Measure Amount

7,644,000

6,202,000

PEO Name

Dr. Talluri

Mr. Rust

Additional 402(v) Disclosure

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the table below includes information to demonstrate the relationship between NEO compensation and certain financial performance measures for fiscal years 2021, 2022 and 2023. For additional information about our performance-based pay philosophy and how we align executive compensation with our performance, refer to the “Executive Compensation - Compensation Discussion and Analysis” section beginning on page 19.

Our total shareholder return (“TSR”) represents the cumulative value of $100 as of end of each fiscal year presented if such amount were invested in our common stock at the market close on July 14, 2021 (the date of our common stock began trading on the Nasdaq Global Select Market under the symbol “ENVX”).The amounts reported in this column represent the net loss reported in our Annual Report on the Form 10-K for the applicable fiscal year.While we use a number of financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we determined that revenue is the key financial performance measure used by us to link compensation actually paid to our NEOs to our performance. The amounts reported in this column represent the revenue reported in our Annual Report on the Form 10-K for the applicable fiscal year.The fair values of RSUs, PRSUs, and stock options included in the CAP to our PEOs and the average CAP to our Non-PEO NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for the year ended December 31, 2023. Any changes to the RSU and PRSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates and updated performance metric projections (for PRSUs). There were no PRSUs outstanding as of December 31, 2023. Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, implied volatility of our stock over the updated expected option term, and risk-free rate assumptions. For all years presented, the meaningful increases or decreases in the year-end stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price.

Measure:: 1

Pay vs Performance Disclosure

Name

Revenue

Measure:: 2

Pay vs Performance Disclosure

Name

Operating expenses

Measure:: 3

Pay vs Performance Disclosure

Name

Capital expenditures