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23A Serangoon North Avenue 5, #01-01, Singapore 554369 1005 Virginia Dr., Fort Washington, PA 19034
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS March 4, 2026THE ANNUAL MEETING OF SHAREHOLDERS OF KULICKE AND SOFFA INDUSTRIES, INC. (the "Company" or
"K&S") will be held as a virtual meeting on Wednesday, March 4, 2026 at 1:00 PM (Singapore Time) (the "annual meeting"), for the following purposes:
To elect Mr. Peter T. Kong and Mr. Jon A. Olson to serve as directors until the 2027 Annual Meeting of Shareholders;
To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending October 3, 2026;
To hold an advisory vote on the overall compensation of the Company's named executive officers as
described in the Compensation Discussion & Analysis and the accompanying tabular and narrative disclosure included herein; and
To transact such other business as may properly come before the annual meeting.
The board of directors has fixed the close of business on December 8, 2025 as the record date for the determination of holders of common shares entitled to notice of and to vote at the annual meeting. Only stockholders of record on December 8, 2025 are entitled to notice of and to vote at the annual meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
All shareholders are cordially invited to attend the annual meeting virtually, and the Company encourages you to vote promptly. You may vote your shares using a toll-free telephone number, over the Internet, or, if you request a paper copy of the proxy card, by signing and dating it and returning it promptly by mail.
By Order of the Board of Directors
ZI YAO LIM
Vice President, Legal Affairs
and General Counsel and Corporate Secretary
January 22, 2026
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on March 4, 2026 Our Notice of Annual Meeting, Proxy Statement for the 2026 Annual Meeting of Shareholders and 2025 Annual Report to Shareholders are enclosed and are also available at http://investor.kns.com/annuals.cfm.23A Serangoon North Avenue 5, #01-01, Singapore 554369 1005 Virginia Dr., Fort Washington, PA 19034
PROXY STATEMENTJanuary 22, 2026
The enclosed proxy is solicited by the board of directors of Kulicke and Soffa Industries, Inc. (the "Company", "K&S", "we", "our"). The annual meeting of shareholders of the Company will be held as a virtual meeting on Wednesday, March 4, 2026 at 1:00 PM (Singapore Time) via a live webcast on the internet at https://event.choruscall.com/ mediaframe/webcast.html?webcastid=DAR07z4e (the "annual meeting"). As permitted by rules adopted by the Securities and Exchange Commission (the "SEC"), we are making our proxy statement and 2025 Annual Report to Shareholders (which includes the Company's Annual Report on Form 10-K) (the "Annual Report") available electronically via the Internet. On or about January 22, 2026, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this proxy statement and the Annual Report and how to vote. Shareholders who receive the Notice will not receive a printed copy of the proxy materials in the mail unless they so request. If you would like to receive a printed copy of the Company's proxy materials, please follow the instructions included in the Notice. We will announce preliminary voting results at the annual meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the annual meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the annual meeting, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.
Voting and Revocability of ProxiesOur board of directors has fixed the close of business on December 8, 2025 as the record date (the "record date") for determining the shareholders entitled to vote at the annual meeting. As of the record date, there were 52,332,616 of the Company's common shares outstanding. Each common share is entitled to one vote on all matters presented at the meeting. When voting is properly authorized over the Internet or by telephone, or proxies are properly dated, executed and returned via mail, the common shares so represented will be voted at the annual meeting in accordance with the instructions of the shareholder. If no specific instructions are given on a proxy executed and returned by a shareholder of record, the common shares will be voted "FOR" the: (1) election of Mr. Peter T. Kong and Mr. Jon A. Olson as directors; (2) ratification of the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the fiscal year ending October 3, 2026; and (3) approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in the Compensation Discussion & Analysis together with the accompanying tabular and narrative disclosure included in this proxy statement. A shareholder may revoke a proxy at any time before its use by: (a) delivering a later executed proxy or written notice of revocation to the Secretary of the Company; (b) attending the meeting virtually and giving notice of such revocation; or (c) granting a subsequent proxy by Internet or telephone. If you are a "street name" stockholder, you may revoke any prior voting instructions by contacting your broker, bank or nominee. Attendance at the annual meeting virtually does not by itself constitute revocation of a proxy.
The presence of a majority of the common shares entitled to vote at the annual meeting, represented in person or by proxy, constitutes a quorum. As of the record date, there were 52,332,616 of the Company's common shares outstanding. Therefore, a quorum will be present if 26,166,309 of the Company's common shares outstanding are present, in person or by proxy, representing a majority of the common shares entitled to vote as of the record date. If a quorum is present: (1) the two director nominees receiving the highest number of votes cast at the annual meeting will be elected; and (2) the affirmative vote of a majority of the total votes cast by all shareholders entitled to vote on the proposal will be required to: (i) ratify the appointment of PwC, and (ii) approve, on an advisory, non-binding basis the compensation of our named executive officers. The advisory vote to approve the compensation of our named executive officers is not binding on the Company, but we will consider the results of this advisory vote in making future decisions on our compensation policies and the compensation of our executives.
Under the rules that govern brokers and nominees who have record ownership of shares that are held in "street name" for account holders (who are the beneficial owners of the shares), brokers and nominees typically have the discretion to vote such shares on routine matters, but not on non-routine matters. If a broker or nominee has not received voting instructions from an account holder and does not have discretionary authority to vote shares on a particular item because it is considered to be a non-routine matter, a "broker non-vote" occurs.
Under the rules governing brokers, the election of directors and the advisory vote on executive compensation are considered non-routine matters for which brokers do not have discretionary authority to vote shares held by an account holder. The ratification of our auditors is considered a routine matter. Additionally, under the applicable provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), the advisory votes on executive compensation is also a non-routine matter for which brokers do not have discretionary authority to vote shares held by an account holder.
Abstentions, the withholding of authority to vote or the specific direction not to cast a vote, such as a broker non-vote, will not constitute the casting of a vote on any matter, but such shares will be counted as present on each such matter for purposes of establishing a quorum. Consequently, votes withheld and broker non-votes have no effect on the outcome of the vote for the election of directors, because only the number of votes cast for each nominee is relevant. Additionally, abstentions and broker non-votes have no effect on the outcome of the vote to ratify the Company's independent registered public accounting firm or the advisory vote on executive compensation.
How You Can VoteShareholders of record may vote by any of the following methods:
- Voting by Internet. The website and instructions for internet voting is on the Notice, and voting is available 24 hours a day.
- Voting by Telephone. The toll-free telephone number for voting is on the proxy card, and voting is available 24 hours a day.
- Voting by Mail. If you choose to receive a printed copy of the proxy materials, you may vote by mail by marking the proxy card enclosed with the proxy statement, dating and signing it, and returning it in the postage-paid envelope provided.
Shareholders who hold their shares through a broker (in "street name") must vote their shares in the manner prescribed by their broker.
ITEM 1 - ELECTION OF DIRECTORSOn June 5, 2025, the board of directors approved an amendment and restatement of the Company's Amended and Restated By-laws (the "By-laws") to declassify the Board and provide for the annual election of all directors, phased in over a four-year period. As a result, at the 2029 annual meeting of shareholders and each annual meeting of shareholders thereafter, all directors will be elected for a one-year term expiring at the next annual meeting of shareholders. Also on June 5, 2025, the Company's Corporate Governance Guidelines was updated to remove the restriction that prevented the nomination, election, re-election, or appointment of individuals aged 75 or older to the Board.
The board of directors has nominated Mr. Peter T. Kong and Mr. Jon A. Olson for re-election at the annual meeting to serve until the 2027 annual meeting and until their successors have been duly elected and qualified. Shareholders have the right to cumulate votes in the election of directors (i.e. each shareholder may multiply the number of votes the shareholder is entitled to cast by the total number of directors to be elected and then may cast that number of votes for one candidate or distribute them among some or all candidates). By signing the proxy card, authority is given to the persons named as proxies to cumulate votes in their discretion. Shareholders, however, can withhold discretionary authority to cumulate votes on the proxy card or cumulate votes for any director by indicating so on the proxy card. If Mr. Kong and/or Mr. Olson is unable to serve as director at the time of the election, the persons named as proxies in the proxy may vote the proxies for any other individual (or individuals, as applicable) as they may choose, unless the board of directors determines that no director should be elected at the annual meeting. The following tables provide information concerning Mr. Kong and Mr. Olson, as well as the other directors of the Company and the executive officers of the Company. In addition to the information presented below regarding each director's and director nominee's specific experience, qualifications, attributes and skills that led the Company to conclude that he or she should serve as a director, we also believe that all of our directors, including Mr. Kong and Mr. Olson, have significant leadership experience derived from their professional experience and have a reputation for integrity and honesty and adhere to high ethical standards.
The process undertaken by the Company's Nominating and Governance Committee in recommending qualified director candidates is described below under the header "Nominating and Governance Committee" on page 51. Unless otherwise specified, the directors have held the positions indicated (including directorships) for at least five years. Each person below has an address of c/o the Company at 23A Serangoon North Avenue 5, #01-01, Singapore 554369.
As previously reported on October 28, 2025, Dr. Fusen Chen retired as President and Chief Executive Officer of the Company and as a member of the board of directors effective December 1, 2025.
Name, Age and OccupationDirectors Nominated for Re-Election
Director Since Term Expires Peter T. Kong (75) 2014 2026Mr. Kong was appointed to the board of directors on February 18, 2014 and has served as the Chairman of the Company since October 2020. Mr. Kong served as President, Global Components, of Arrow Electronics, Inc., a global provider of products, services and solutions to industrial and commercial users of electronic components and an enterprise computing solutions company, from 2009 until his retirement in 2013. From 2006 to 2009, Mr. Kong served as Corporate Vice President and President of Arrow Asia Pac Ltd. From 1998 to 2006, Mr. Kong served as President, Asia Pacific Operations, of Lear Corporation. He currently serves as a Board Leadership Fellow with the NACD. Mr. Kong holds a Bachelor of Science in Chemical Engineering from Washington State University, a Masters of Science in Chemical Engineering from the University of Wisconsin, Madison, and a Masters of Business Administration from the University of Toronto (Canada).
Director Qualifications:
In determining that Mr. Kong is qualified to serve as a director of the Company, the board of directors considered his experience as President, Global Components, of Arrow Electronics, Inc. and as President, Asia Pacific Operations, of Lear Corporation, as well as in senior leadership roles at other companies. The board of directors considered Mr. Kong's continuing education in corporate governance and leadership. He attended the NACD Technology Symposium in 2019, NACD Master Class in Technology & Innovation Oversight in May 2025, and most recently the NACD Directors Summit in October 2025. Finally, the board of directors has also determined that Mr. Kong remains qualified, experienced and effective to serve as a director to the Company.
Jon A. Olson (72) 2021 2026Mr. Olson was appointed to the board of directors on March 5, 2021. He most recently served as Chief Financial Officer of Xilinx, Inc., where his responsibilities covered finance, IT, purchasing, and facilities from 2005 through his retirement in 2016. Prior to joining Xilinx, Mr. Olson spent over 25 years at Intel Corporation where, as Director of Finance, he was responsible for the finance function of all business units, factories and administrative support company-wide. Mr. Olson currently serves as Director on the Board of Advanced Micro Devices, Inc. (NASDAQ: AMD), and as Director and Audit Committee Chair of Rocket Lab USA, Inc. (NASDAQ: RKLB). Mr. Olson also serves as a Director on the Board of Niron Magnetics, a private company. He previously served as Director and Audit Committee Chair of Mellanox Technologies, InvenSense, Inc. and Home Union, Inc., and as Director of Xilinx, Inc. Mr. Olson is also a Member of the Deans Advisory Council and was inducted into the Academy of Alumni Fellows of the Kelley School of Business, Indiana University. In 2010, Mr. Olson was recognized as CFO of the Year by Silicon Valley Business Journal. Mr. Olson holds a Bachelor of Science in Accounting from Indiana University and a Masters of Business Administration from Santa Clara University.
Director Qualifications:
In determining that Mr. Olson is qualified to serve as a director of the Company, the board of directors considered his experience as Chief Financial Officer of Xilinx, Inc., as well as 41 years of experience in senior financial positions at major technology companies. The board of directors also considered Mr. Olson's experience on the boards of directors of other public companies and his continuing education, including a recent participation at an Audit Committee Forum update organized by Deloitte in December 2024.
Vote RequiredThe election of directors requires a plurality of the votes cast "FOR" each nominee. This means that the two directors receiving the highest number of affirmative votes of the shares entitled to be voted in the election for directors will be elected as directors. You may vote for both of the director nominees or withhold authority to vote for both of the director nominees, or withhold authority to vote your shares with respect to any one or more of the director nominees. Votes to "WITHHOLD" and broker non-votes will have no effect on the election of the nominees.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE ELECTION OF MR. PETER T. KONG AND MR. JON A. OLSON AS DIRECTORS TO SERVE UNTIL THE 2027 ANNUAL MEETING OF SHAREHOLDERS Name, Age and OccupationContinuing Directors
Director Since Term Expires Denise M. Dignam (60) 2023 2029Ms. Dignam has served on the Board since August 22, 2023. She is currently the President and Chief Executive Officer of The Chemours Company (NYSE:CC), one of the largest manufacturers of Titanium Dioxide in the world, a position she has held since March 2024. She has previously served in various roles at The Chemours Company, including as President, Titanium Technologies and Chemical Solutions from April 2023 until February 2024, as President, Advanced Performance Materials from February 2021 to April 2023 and as Vice President of Global Operations, Fluoroproducts from December 2019 to April 2023. She also served as North American business leader for fluoropolymers and global business leader for Nafio and Krytox portfolios. With over 37 years in the chemical industry, her experience spans a wide range of roles from engineering, manufacturing, operations leadership, and supply chain to sales, marketing, technical service, and continuous improvement. Ms. Dignam currently serves on the board of directors of the National Mining Association, the American Chemistry Council (ACC) and the Society of Chemical Industry (SCI). Previously, she served on the board of the US Chamber of Commerce and as executive sponsor of the Chemours Women's Network. She received her Bachelor of Science in Chemical Engineering from Drexel University in Philadelphia, Pennsylvania.
Director Qualifications:
In determining that Ms. Dignam is qualified to serve as a director of the Company, the board of directors considered Ms. Dignam's record of achievement during her 37 year career in the chemical industry at all levels of management, culminating with her current position as the President and Chief Executive Officer of The Chemours Company. The board of directors also considered Ms. Dignam's board experience in the National Mining Association and the US Chamber of Commerce. Ms. Dignam most recently attended the NACD Directors Summit in October 2025.
Gregory F. Milzcik (66) 2013 2027Mr. Milzcik has been a member of the board since October 2013. Mr. Milzcik served as President and Chief Executive of Barnes Group Inc, a global, mid-cap aerospace and industrial company from 2006 until his retirement in 2013. Under his leadership, the company transformed through a strategic focus on Operational Excellence (OpEx) and a series of successful M&A transactions. His tenure significantly reshaped the company's operations, solidifying its position in the aerospace, industrial, and automotive markets. Before joining Barnes Group, Mr. Milzcik was Vice President and General Manager of International Operations for Lockheed Martin Aircraft and Logistic Centers leading the Lockheed Martin Aeronautics International (LMAI) business unit. In this role, he led global manufacturing and service operations across five continents, supporting both military and commercial sectors. Throughout his career, Mr. Milzcik has held key executive management, operations, and technical roles at leading aerospace and industrial companies including AAR Corp., Chromalloy Gas Turbine Corp., and General Electric. Mr. Milzcik earned a Bachelor of Science in Applied Science and Technology from Thomas Edison State College. He furthered his education with graduate programs at Cambridge College and Harvard University, before earning a Doctorate from Case Western Reserve University. He is a Certified Manufacturing Engineer (CMfgE) and holds an FAA Airframe and Powerplant license. With over 35 board years of corporate board experience, Mr. Milzcik has served on the boards of large and mid-cap NYSE and NASDAQ listed companies, as well as several international boards.
Director Qualifications:
In determining that Mr. Milzcik is qualified to serve as a director of the Company, the board of directors considered his experience as President and Chief Executive of Barnes Group, as well as in senior leadership roles at other companies. The board of directors also considered Mr. Milzcik's experience and continuing education in corporate governance. Mr. Milzcik most recently attended a NACD Master Class on the Artificial Intelligence (AI) and the NACD Directors Summit in October 2025.
David Jeffrey Richardson (61) 2020 2028Mr. Richardson was appointed to the board of directors on May 29, 2020. He has been a private investor and business development consultant since May 2014. Previously, Mr. Richardson served in various roles at LSI Corporation, now part of Broadcom, from June 2005 until May 2014 . Most recently, he served as Executive Vice President and Chief Operating Officer from 2011 until 2014. Mr. Richardson previously served as Executive Vice President and General Manager, Semiconductor Solutions Group; Executive Vice President and General Manager, Networking and Storage Products Group; Executive Vice President and General Manager, Custom Solutions Group; and Executive Vice President Corporate Planning and Strategy at LSI Corporation. From 1992 until 2005, Mr. Richardson was with Intel Corporation, where he held several positions, including Vice President and General Manager, Servers Platform Group. Mr. Richardson currently serves as Chairman of the board of directors of Lattice Semiconductor Corporation (NASDAQ: LSCC) and as the Lead Independent Director of the board of directors of Ambarella Inc (NASDAQ: AMBA). He previously served on the board of directors of Volterra Semiconductor Corporation (NASDAQ: VLTR) from 2011 to 2013 and Graphcore, Ltd., from 2021 to 2024. Mr. Richardson holds a Bachelor of Science in Electrical Engineering from the University of Colorado, Boulder.
Director Qualifications:
In determining that Mr. Richardson is qualified to serve as a director of the Company, the board of directors considered his experience as Executive Vice President and Chief Operating Officer of LSI Corporation, as well as his senior leadership roles at LSI Corporation and other companies. The board of directors also considered Mr. Richardson's experience on the boards of directors of other public semiconductor and technology companies.
Mui Sung Yeo (67) | 2012 | 2028 |
Ms. Yeo was appointed to the board of directors on October 1, 2012. | ||
Ms. Yeo served as Managing Director of Omeyon Pte Ltd., a | ||
management consultancy service company, from March 2016 until her | ||
retirement in September 2023. From August 2014 to March 2016, Ms. | ||
Yeo served as Chief Campus Officer of MediaCorp Pte Ltd., | ||
Singapore's national broadcaster and leading media company, and as | ||
its Chief Risk Officer and Chief Financial Officer from 2007 to 2014. Ms. | ||
Yeo also served as the Executive Chairman of Singapore Media | ||
Academy, a learning center for media excellence, from 2012 to 2016, as | ||
well as the Executive Chairman of MediaCorp Vizpro International, a | ||
live entertainment company partnering with international players on | ||
musical shows, concerts and exhibitions, from 2013 to 2015. Ms. Yeo | ||
served as Chief Financial Officer and Group Vice President at United | ||
Test & Assembly Center Ltd. from October 1999 to September 2007. | ||
She also held positions at F&N Coca Cola Pte Ltd, Baxter Healthcare | ||
Pte Ltd, Archive Singapore Pte Ltd and Texas Instruments. Ms. Yeo | ||
holds a Bachelor of Science in Business Administration, with a major in | ||
Accounting, from the University of San Francisco. |
Director Qualifications:
In determining that Ms. Yeo is qualified to serve as a director of the Company, the board of directors considered her approximately 17 years of experience as a chief financial officer of large, publicly-traded technology and media businesses. Ms. Yeo also has approximately 23 years of experience in the semiconductor industry. The board also considered Ms. Yeo's continuing education in corporate governance with Stanford Law School Directors' College in 2014, compensation committees with the Harvard Business School in 2015, and corporate governance with the National Association of Corporate Directors (the "NACD") Technology Symposium in 2018. Ms. Yeo recently attended the NACD Directors Summit in October 2025.
Executive Officers
Lester Wong (59), Interim Chief Executive Officer, Executive Vice President, Finance and IT and Chief Financial OfficerMr. Wong was appointed Interim Chief Executive Officer effective October 28, 2025. Mr. Wong joined the Company in September 2011 as Senior Vice President, Legal Affairs and General Counsel and assumed the role of interim Chief Financial Officer and interim Principal Accounting Officer effective November 28, 2017. Mr. Wong was appointed Chief Financial Officer on December 20, 2018, and was promoted to Executive Vice President, from Senior Vice President, on January 1, 2022. Prior to joining the Company, Mr. Wong was General Counsel at GigaMedia Limited, a U.S. listed major provider of online entertainment software, from May 2008 to August 2011. He previously served as Senior Legal Counsel at CDC Corporation, a U.S. listed software and media company, from June 2003 to November 2007, and as an executive with Cowen Latitude Asia, the wholly owned subsidiary of Cowen Group, a diversified financial services company, from April 2001 to June 2003. Mr. Wong obtained a Bachelor's Degree from Western University in Ontario, Canada and a Juris Doctor (J.D.) from the University of British Columbia in Canada. He was admitted to the Law Society of Upper Canada (Ontario) in 1993, Law Society of British Columbia in 1993 and Law Society of Hong Kong in 1997.
Robert Chylak (67), Senior Vice President, Central Engineering and Chief Technology OfficerMr. Chylak joined the Company in September 1980. Mr. Chylak was appointed an Executive Officer in October 2021 and promoted to Senior Vice President, Central Engineering and Chief Technology Officer effective January 2022. Mr. Chylak was Vice President, Central Engineering and Chief Technology Officer from December 2019 to December 2021. Mr. Chylak previously served as Vice President, Global R&D Engineering from July 2018 to December 2019 and prior to that Mr. Chylak served in progressively larger roles through Global Process Engineering since 2006. Mr. Chylak received his Bachelor of Science, Electrical Engineering and Master of Science, Electrical Engineering from Pennsylvania State University in 1980 and 1984 respectively. He has also completed courses on Management Studies at Stanford University and MIT Sloan.
Nelson Wong (65), Senior Vice President, Global Sales & Supply ChainMr. Wong joined the Company in 1997 and served as Vice President, Ball Bonder Business Unit since 2011 and was responsible for leading the Ball Bonder and Support Services Business Unit. Mr. Wong was promoted to Senior Vice President in October 2017 in recognition of his leadership of the Ball Bonder Business Unit in maintaining market share of existing market segments and execution of strategies to gain market share in other market segments. Mr. Wong assumed leadership of the Global Sales function in November 2019 and assumed responsibilities for the global supply chain function in November, 2021. He previously served as Director of Marketing - Ball Bonder from 2000 to 2006 and Application Manager from 1997 to 2006. Mr. Wong holds a Masters of Business Administration and a degree in Physics from the National University of Singapore.
Zi Yao Lim (38), Vice President, Legal Affairs and General Counsel and Corporate SecretaryMr. Lim joined the Company in December 2020 as Senior Manager, Legal Affairs and served as Director, Legal Affairs, from January 2023 until December 2023. Mr. Lim assumed the role of Interim General Counsel of the Company effective January 1, 2024, and was promoted to Senior Director and appointed General Counsel of the Company in July 2024. Most recently, Mr. Lim was promoted to Vice President, Legal Affairs, and General Counsel in October 2025.
Prior to joining the Company, Mr. Lim served as Senior Regional Counsel at Sumitomo Chemical Asia Pte Ltd from May 2019 to December 2020, and as Corporate Counsel at Four Seasons Hotels and Resorts from September 2016 until May 2019. Mr. Lim started his legal career in private practice in Singapore with Dentons, focusing on M&A, securities, and corporate law. Mr. Lim has a Bachelor of Laws from the National University of Singapore and was admitted to the Law Society of Singapore in 2013. Mr. Lim was featured in the LexisNexis® 40 UNDER 40 2025 Southeast Asia List, included in the Legal 500 GC Powerlist 2025 (Southeast Asia), and was the finalist for Young Lawyer of the Year (In-House) in 2025 accorded by Thomson Reuters Asian Legal Business.
ITEM 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Audit Committee of the board of directors has appointed PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the fiscal year ending October 3, 2026. The ratification of the appointment of the independent registered public accounting firm by the shareholders is not required by law or by the By-laws. Traditionally, the Company has submitted this matter to the shareholders for ratification and believes that it is good practice to continue to do so. If a majority of the votes cast on this matter are not cast in favor of the appointment of PwC, the Audit Committee will reconsider its appointment. See "Audit and Related Fees" on page 58.
Representatives of PwC are expected to be present at the annual meeting to make a statement if they so desire and will be available to respond to any appropriate questions.
Vote RequiredThe approval of this proposal requires the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the proposal. Abstentions and broker non-votes will have no effect on this proposal. However, we expect there will be no broker non-votes on this proposal because brokers have discretionary voting authority with respect to this proposal.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. ITEM 3 - ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERSSection 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") requires the Company to provide our shareholders with the opportunity to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in the "Compensation Discussion & Analysis" and the accompanying tabular and narrative disclosures. This vote is intended to assess our overall executive compensation program rather than focus on any specific item of compensation. At the annual meeting of shareholders in 2025, the Company's shareholders, excluding abstentions and broker non-votes, approved the compensation of our named executive officers as disclosed in the proxy statement by 98.21%. Accordingly, the board of directors asks that, at the annual meeting of shareholders in 2026, you approve the compensation of our named executive officers for fiscal 2025.
The Management Development and Compensation Committee (the "Committee") and the board of directors value the opinion of our shareholders and will take into account the outcome of the vote when considering future executive compensation matters. Because this vote is advisory, however, it is not binding on the board of directors or the Committee and will not directly affect or otherwise limit any existing compensation or award arrangements of any of our named executive officers.
The Company's balanced compensation culture and focus on pay-for-performance are illustrated by the amounts and types of compensation paid to our executives. We invite you to consider the details provided in the "Compensation Discussion & Analysis" (beginning on page 13), as well as the accompanying tabular and narrative disclosure. We are asking our shareholders to indicate their support for the compensation of our named executive officers by voting "FOR" the following resolution:
"RESOLVED, that the Company's shareholders approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed pursuant to the SEC's compensation disclosure rules, in the "Compensation Discussion & Analysis" and the related compensation tables and narrative discussion included in the Company's Proxy Statement for the 2026 Annual Meeting of Shareholders." Vote RequiredThe approval of this proposal requires the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the proposal. Abstentions and broker non-votes will have no effect on this proposal. As noted above, the vote is advisory, which means that the vote is not binding on the Company, the board of directors or the Committee.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THIS PROPOSAL APPROVING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. COMPENSATION OF EXECUTIVE OFFICERS Compensation Discussion & Analysis IntroductionThe purpose of the Compensation Discussion & Analysis ("CD&A") section of our proxy statement is to describe to shareholders how and why compensation decisions are made for our named executive officers. For the Company's fiscal year 2025 ending on October 4, 2025, the Company's named executive officers discussed in this CD&A are:
Fusen Chen1 President & Chief Executive Officer
Lester Wong2 Executive Vice President, Chief Financial Officer
Chan Pin Chong3 Executive Vice President & GM, K&S Products & Solutions
Robert Chylak
Senior Vice President, Central Engineering and Chief Technology Officer
Nelson Wong Senior Vice President, Global Sales & Supply Chain
Collectively, we refer to these individuals in this proxy statement as our "named executive officers".
1 As previously reported on the Form 8-K filed on October 28, 2025, Dr. Fusen Chen retired from his position as President, Chief Executive Officer and Director effective December 1, 2025.
2 As previously reported on the Form 8-K filed on October 28, 2025, Mr. Lester Wong was appointed Interim CEO (in addition to his roles as the Company's Executive Vice President and Chief Financial Officer) on even date.
3 As previously reported on the Form 8-K filed on October 14, 2025, Mr Chan Pin Chong, Executive Vice President & General Manager, K&S Products & Solutions of the Company, retired from his position effective December 1, 2025.
The CompanyKulicke and Soffa Industries, Inc. ("K&S," "we," "us," "our," or the "Company") is a global leader in semiconductor assembly technology, advancing device performance across automotive, compute, industrial, memory and communications markets. Founded on innovation in 1951, K&S is uniquely positioned to overcome increasingly dynamic process challenges - creating and delivering long-term value by aligning technology with opportunity.
We design, develop, manufacture and sell capital equipment and consumables and provide services used to assemble semiconductor devices, such as integrated circuits, power discretes, light-emitting diode ("LEDs"), and sensors. We also service, maintain, repair and upgrade our equipment and sell consumable aftermarket solutions and services for our and our peer companies' equipment. Our customers primarily consist of integrated device manufacturers ("IDMs"), outsourced semiconductor assembly and test providers ("OSATs"), foundry service providers, and other electronics manufacturers and automotive electronics suppliers.
We are incorporated in Pennsylvania and listed on Nasdaq. Our principal offices are located at 1005 Virginia Drive, Fort Washington, PA 19034 and 23A Serangoon North Avenue 5, #01-01, Singapore 554369. Many of our named executive officers are employed in Singapore, and their compensation is determined and denominated in Singapore dollars, except for the CEO and CTO who are paid in U.S. dollars.
The Company is subject to the rules and regulations of the SEC, which, among other things, require that the compensation narrative and tabular disclosure included in this proxy statement show amounts in U.S. dollars. As the compensation of most of our named executive officers is delivered in Singapore dollars, our U.S. dollar reporting of compensation reflects year-to-year changes due to foreign currency fluctuations, even when compensation levels as denominated in local currency may not have changed. As an aid to understanding these foreign currency fluctuations, we have provided a narrative discussion, as well as a chart showing Singapore dollar compensation, under the heading "Foreign Currency Considerations". Neither the Management Development and Compensation Committee of the Company's board of directors (referred to as the "Committee") nor the CEO or CTO have any control over the currency exchange rate fluctuations between U.S. dollars and Singapore dollars.
Fiscal 2025 Business HighlightsThroughout fiscal 2025, we continued to deliver innovative market solutions that enable critical technology transitions across our end markets. By supporting customers through these changes, we are enhancing the value of the semiconductor assembly process and strengthening our portfolio. This long-term strategy of driving technology change through innovation is gaining momentum and expanding our market reach. In addition to creating value through new technology solutions, we remain committed to delivering shareholder returns through disciplined capital allocation.
Our Ball Bonding segment experienced steady improvement during fiscal 2025 following a period of soft demand that began in fiscal 2023. Building on the initial success of RAPID, which is the first product in the smart bonder series to address the Industry 4.0 requirements, our RAPID Pro introduces additional functionality including the latest response-based processes. Another example of our developing equipment for high-growth niche markets is our AT Premier PLUS. This machine utilizes a modified wire bonding process to mechanically place bumps on devices in a wafer format, for variants of the flip chip assembly process. Typical applications include complementary metal-oxide semiconductor ("CMOS") image sensors, surface acoustical wave ("SAW") filters and high brightness LEDs. These applications are commonly used in most, if not all, of the smartphones available today in the market.
Our technology leadership and bonding process know-how have enabled us to develop highly function-specific equipment with high throughput and accuracy. This forms the foundation for our advanced packaging equipment development. With the launch of our APAMATM, APAMA PlusTM, and APTURATM, we are also developing and manufacturing advanced packaging solutions for the emerging 2.5-dimensional integrated circuit ("2.5D IC") and 3 dimensional integrated circuit ("3D IC") markets.
As our global supply chain and operations prepare for higher production volumes, we are aggressively expanding market access to support long-term technology transitions. Key opportunities include thermocompression, vertical wire, advanced dispense, and high-power interconnect solutions. These technologies strengthen our growth potential across all served markets.
Despite industry softness, over recent years we have invested in both organic and inorganic growth opportunities and are well-positioned for future demand. While growth remains a priority, we continue to be prudent stewards of capital through our dividend and share repurchase programs.
On August 15, 2017, the board of directors authorized a program to repurchase up to $100 million of the Company's common stock on or before August 1, 2020. In 2018, 2019, 2020 and 2022, the board of directors increased the share repurchase authorization to $200 million, $300 million, $400 million and $800 million, respectively, and extended its duration through August 1, 2025 (the "Prior Program"). Further and as announced on November 13, 2024, the board of directors authorized a new $300 million share repurchase program (the "New Program"). Accordingly, during the fiscal year 2025, the Company repurchased a total of approximately 2,442.0 thousand shares of common stock under the Prior Program and New Program, at a cost of approximately $96.5 million.
Over the past year, we improved operational efficiency by optimizing global headcount and focusing resources on our most promising opportunities. Customer and partner engagement has deepened as we deliver innovative, market-ready solutions. With a robust development platform, we are well-positioned to drive long-term growth and create value for all stakeholders.
Compensation Program OverviewPay-for-Performance
Our compensation programs are based on the fundamental principle of pay-for-performance, where we deliver differentiated pay based on performance. The Company has most recently used three metrics to align pay for performance: Net Income ("NI"), Operating Margin ("OM"), relative Total Shareholder Return ("rTSR"). For our cash-based Incentive Compensation Plan (the "ICP") in fiscal 2025, the Committee measured performance using NI (with a fiscal 2025 target of $53.6M versus the fiscal 2024 actual performance of $114.8M) and OM (with a fiscal 2025 target of 6.4% versus the fiscal 2024 actual performance of 11.8%), weighted equally. Targets were set at the beginning of the fiscal year after reviewing industry performance data, macro industry economic factors relative to our annual operating plan, and projected market conditions. Based on these factors, targets may be set higher or lower than previous years' target or actual performance to reflect the current operating environment and the cyclical nature of our business. When we achieve superior NI and OM results, maximum payouts can be earned. Specifically, achievements of NI of $104.5M (195% of target) and OM of 12.5% (195% of target) would have earned a maximum 200% of target payout under the ICP.
rTSR, which captures growth and shareholder value created over a three-year period, is used for 100% of our performance-based equity awards ("PSUs"). The Committee believes that relative performance measures will mitigate macroeconomic effects (both positive and negative) on vesting, which are beyond the executives' control. The Committee has adopted this program for three primary reasons:
First, the Committee seeks to align long-term incentive value for its executives with value created for its shareholders, and the Committee believes that total shareholder return relative to an index of companies in the same industry as the Company provides a good measurement towards this alignment.
Second, vesting is tied to performance relative to shareholder return achieved by an index of similar investments, rather than performance against an absolute metric established based on internal forecasts.
Third, both the Company's total shareholder return, and the total shareholder return of the companies in our comparator groups are transparent to our shareholders and our employees and make clear the Company's link between pay and shareholder value creation. The comparator group we use is the GICS (45301020) Semiconductor Index ("GICS Index"). The GICS Index consists of companies in the same general industry classification system code as the Company. For actual performance measurement, those companies in the GICS Index traded on the "Pink Sheets LLC Exchange" are excluded from the computation as those companies have extremely low market capitalization and their share prices are extremely volatile, which can interfere with, and possibly mask, their actual TSR. The measurement comparator group consists of approximately 65 companies.
For our fiscal year 2023 ("FY2023") PSU's, 75% of our PSUs had rTSR metrics, and 25% of our PSUs were based on an Organic Revenue Growth metric, which measures annual growth averaged over a three-year performance period. Any merger and acquisition activity will be considered organic after four complete quarters in the baseline. In connection with organic revenue growth, we also compare our growth against two named direct competitors, BE Semiconductor Industries N.V. and ASMPT Limited, and allow for some level of payout (up to 50% of target) if we outperform one or both of our defined direct competitors when the Organic Revenue Growth Metric is not achieved.
Due to the cyclical nature of our business and high volatility of revenues year over year, one year of either significant revenue growth or decline may have a long-term impact on the payouts of PSUs based on the Organic Revenue Growth metric. The Committee did not feel this metric provided the appropriate incentive and motivation for recipients for actions within their control versus external market factors. In consultation with our executive compensation consultant, we eliminated the Organic Revenue Growth metric beginning fiscal year 2024 and have used rTSR as the sole metric for all PSUs granted moving forward. We are evaluating other metrics that would be appropriate to provide the accountability and incentive for the leadership team.
Performance-Based Cash and Equity Compensation
The Company's fiscal 2025 compensation program has three core elements: base salary, annual performance-based cash incentive compensation under the ICP and equity incentives under the Company's 2021 Omnibus Incentive Plan. Cash incentive compensation under the ICP is determined by performance against NI and OM targets. As noted above, the vesting of performance-based equity is tied to rTSR as compared to the GICS Index. In general, a significant portion (60% for the CEO and CFO and 50% for other executives) of the equity compensation awarded to our executives under the 2021 Omnibus Incentive Plan is performance-based.
The percentages above were calculated using base salary, annual cash incentives, grant date fair value of equity awards, discretionary bonuses, and all other compensation as reported in the "Summary Compensation Table."
Say-On-Pay Feedback from ShareholdersAlthough the say-on-pay voting is non-binding, the Committee and the board of directors value the opinion of our shareholders and carefully consider the outcome of the vote in their subsequent executive compensation decision-making.
At the 2025 annual meeting, the say-on-pay result was 98.21% approval, consistent with the 98.2% approval at the 2024 annual meeting. We believe that our efforts to actively address any issues raised by our shareholders, and our continued focus on demonstrating strong linkage between pay and performance of our compensation programs were responsible for the strong support on say-on-pay.
We believe in continued active shareholder engagement, soliciting and responding to feedback about our compensation programs to better understand our shareholders' concerns and the issues on which they are focused. We will continue to ensure that we engage with shareholders as appropriate in the future.
Goals and Objectives of the Compensation ProgramThe Committee structures the executive compensation program to reward executives for performance, to build and retain a team of tenured, seasoned executives by maintaining competitive levels of compensation and to invest in our executives, and in the long-term success of the Company and its shareholders. By adhering to these goals, we believe that the application of our compensation program has resulted in executive compensation decisions that are appropriate and that have benefited the Company and its shareholders over time.
The Committee evaluates our compensation programs annually to ensure that they remain aligned with the goals of the Company and our shareholders, that compensation opportunities provided to key executives are competitive
with those available to similarly situated executives in our industry and geographic regions, and that the compensation opportunities are motivating executives to take appropriate actions to create shareholder value. The Committee seeks to foster a performance-oriented environment by making a significant portion of each executive's cash and equity compensation conditioned on the achievement of performance targets that the Committee believes drive shareholder value creation. For fiscal 2025, these performance targets consisted of NI, OM, and rTSR.
Key Compensation PracticesThe following table summarizes the key practices that we followed for fiscal 2025 within our total direct compensation program and also those practices we do not follow:
What We Do | What We Don't Do |
Generally align target compensation to median levels with our Compensation Peer Group, with appropriate role-based adjustments to reflect responsibility, experience, performance and role criticality | No stock options and no repricing of underwater options |
Tie realized pay to performance by setting clear financial goals for the Company, business units, and individuals | No excise tax gross-ups on change in control provisions, as well as no excessive severance payouts |
A majority of the pay of our named executive officers is at risk and performance contingent | No excessive perquisites |
Majority of equity grant for CEO and CFO is performance contingent, based on 3-year TSR relative to the GICS Index | No supplemental executive retirement plans that provide extra benefits to executive officers |
Have clawback provisions to mitigate risk | No compensation programs that encourage risk-taking that is likely to pose a material adverse impact on the Company |
Compensation Peer Group reviewed annually to ensure appropriate benchmarking of compensation | No loans, or purchases of Company securities on margin |
Share ownership guidelines (including mandatory holding requirements if necessary) for executive officers and directors | Executives and directors may not engage in hedging transactions with respect to Company equity, nor pledge or use as collateral Company equity to secure personal loans |
Double trigger change-in-control provisions for both cash and equity awards |
The Committee is responsible for establishing our compensation policies, setting base salaries for officers, and reviewing and approving our cash incentive compensation plans and equity compensation plans for all eligible employees. In fiscal 2025, the Committee consisted of independent members of the board of directors, namely, Committee Chair Ms. Mui Sung Yeo, Mr. Peter T. Kong, Mr. D. Jeffrey Richardson, and, until his term on the board expired at our 2025 annual meeting, Mr. Chin Hu Lim. The Committee establishes the named executive officers' compensation and, on an annual basis, reviews the performance of each named executive officer. The Committee conducts an annual review of the CEO's performance and reports the same to the board. The Committee reviews and approves all newly hired executive employment arrangements, executive severance arrangements, change of control agreements and inducement grants to new executive officers. The Committee annually reviews our performance metrics under the Incentive Compensation Plan and performance-based equity compensation relative to the market to ensure that they are competitive and support the strategic goals of the Company. The Committee also recommends to the full board of directors the amount and form of compensation to be paid to directors for serving on the board of directors and its committees. The Committee meets at least quarterly, and all decisions of the Committee must be approved by a majority of its members.
The Committee consults with the CEO, the Vice President of Global Human Resources, and members of the Company's compensation staff (collectively, the "Management"), on executive compensation matters. Each year,
Management recommends to the Committee base salary levels and target levels for cash incentive payments and equity compensation for each named executive officer (other than the CEO) and other direct reports of the CEO. These recommendations are based upon the Management's assessments of individual performance, the individual's potential to contribute to the Company's success in the future, and by reference to benchmarking using the peer group and survey data discussed below. The CEO may also recommend to the Committee promotion and/ or retention grants during the year for key executive employees.
The Committee also develops recommendations to the board of directors for the compensation opportunity of the CEO, using generally the same factors as it does for the other named executive officers as discussed below.
The Committee uses industry and peer group market data to help in its allocation between short-term and long-term compensation and between cash and equity compensation.
Compensation ConsultantThe Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. The Committee has engaged FW Cook since May of 2017 as its independent advisor after a holistic review and assessment of the qualifications of various consulting firms identified by the Management based on technology sector expertise, international experience, and experience with advising compensation committees. The Management had no role in the decision of selecting FW Cook as the Committee's advisor, except for identifying various consulting firms for the Committee to review. Taking into consideration the applicable factors affecting the independence of such advisors that are required by SEC and Nasdaq rules, the Committee determined that the work of FW Cook and the individual compensation advisors employed by FW Cook who provided services to the Committee have not created any conflict of interest. In fiscal 2025, the Committee worked with FW Cook for peer group selection, compensation benchmarking for the executive officers, and non-employee directors, compensation risk assessment, and advice on compensation trends and developments. The Committee also regularly consults FW Cook on individual employment and compensation issues. The Committee independently engaged with and approved all of the services provided by FW Cook.
Design of the Compensation ProgramOur executive compensation program has two principal components:
establishing a targeted total direct compensation ("TDC") (base salary, target bonus and grant date equity value amount) for each named executive officer that is competitive within the Company's industry and the named executive officer's geographic location; and
establishing for each individual named executive officer an appropriate mix of base salary and performance-based cash and equity incentive compensation.
The targeted TDC amount for each named executive officer (other than the CEO) is established by the Committee based on a number of individual factors, including performance, level of responsibility within the Company, experience, potential to contribute to the Company's future success in the executive's current role or in an expanded role, and pay levels for similar positions, with the objective that the TDC targets are, on average, consistent with median TDC levels as reflected in peer data and industry surveys.
The Committee adopted an approach proposed by FW Cook to establish market benchmarks for our executives. Step one was to determine the U.S. Market Compensation by benchmarking against both the Compensation Peer Group (described below) and semiconductor industry survey data from Radford's Global Compensation Database, size-adjusted for the Company's corporate (or relevant business unit) revenue scope. Step two was to determine the relationship between Asia-Pacific and U.S. compensation levels, by establishing an Asia-Pacific peer group (described below) to determine the discount to be applied to the U.S. market compensation data. Separate discounts were established for annual cash compensation and long-term incentive compensation to account for differences in market levels among each element of compensation. We intend to refresh the Asia-Pacific peer group every three years (with the last assessment occurring in fiscal 2024). Step three was to compare internal compensation to the adjusted market levels.
The Committee believes this methodology provides a consistent, empirical basis for benchmarking our Singapore based executives and aids its decision-making in executive compensation matters.
As benchmarked using the methodology described above, named executive officers' targeted TDC generally fell within +/-15% of the market median based on the 2025 analysis and the Committee only considered exceeding
+15% of the market median in extraordinary circumstances. No named executive officer had targeted TDC in excess of the 75th percentile.
Peer Group Companies and Comparison DataEach year, the Committee analyzes whether it is using the most appropriate compensation peer group and market data, based on a number of factors, including the size of the company in terms of revenues, market capitalization, similarity of industry, and the availability of relevant and useable compensation data.
Although the Company is Asia-based and is predominantly staffed with executives who have been based in Asia for many years, our peer and survey companies are principally U.S.-based. This is because most non-U.S.-listed companies are not required to disclose the same level of compensation data as is required of U.S. public companies. Therefore, the Committee considers benchmarking against peer companies in the U.S. to be a necessary point of reference, subject to appropriate adjustments to reflect differences between Asia and U.S. executive compensation practices (as described above) in determining whether the total targeted compensation opportunity offered by the Company is competitive in the marketplace for its executives. As a result, the Compensation Peer Group consists of U.S. public companies.
In consultation with FW Cook, the Committee selected the following peer group of 21 technology companies (collectively, the "Compensation Peer Group") to be used for fiscal 2025 compensation benchmarking:
Advanced Energy Industries, Inc. (AEIS) OSI Systems, Inc. (OSIS)
Axcelis Technologies, Inc. (ACLS) Penguin Solutions (PENG) (fka SMART Global Holdings) Cirrus Logic Inc. (CRUS) Photronics, Inc. (PLAB)
Cohu, Inc. (COHU) Power Integrations, Inc. (POWI)
Diodes Incorporated (DIOD) Semtech Corporation (SMTC)
Ichor Systems (ICHR) Silicon Laboratories, Inc. (SLAB)
FormFactor Inc. (FORM) Synaptics, Inc. (SYNA)
MaxLinear, Inc. (MXL) Ultra Clean Holdings, Inc (UCTT)
MKS Instruments, Inc. (MKSI) Veeco Instruments, Inc. (VECO) Monolithic Power Systems, Inc. (MPWR) Wolfspeed, Inc. (WOLF)
Onto Innovation (ONTO)
The Compensation Peer Group was selected primarily because the companies were U.S.-based technology companies in the same or similar industries as we operate, and were similar to us in complexity and size (measured by revenue and market capitalization), and because the Committee concluded that the Compensation Peer Group companies were representative of likely competitors with the Company for executive talent. In addition, the peer group was compared to the peer groups independently established and utilized by certain of our institutional shareholders and their advisors. The Compensation Peer Group resulting from our fiscal 2025 review was altered from fiscal 2024 by the removal of Entegris, Inc. due to their outsized revenue and market cap and the addition of Ichor Systems, MaxLinear, Inc., Photronics, Inc. and Wolfspeed, Inc. These modifications were approved to better balance K&S on key size measures while maintaining a robust number of constituents in the Compensation Peer Group. The Company's trailing twelve months revenues and market capitalization were both at the 37th percentiles of the Compensation Peer Group at the time it was approved.
The Committee's analysis with respect to executive compensation decisions is supplemented by broader U.S. technology industry data. In fiscal 2025, the Committee considered semiconductor industry survey data from Radford's Global Compensation Database, with data scaled to our revenue size. The Committee does not select or have any influence over the companies that participated in these surveys and is not aware of the identities of any of the component companies that are included in the surveys.
As described above, we also established an Asia-Pacific peer group to analyze the pay differences between the
U.S. and Asia-Pacific. The screening process for the development of the Asia-Pacific peer group was similar to the process for the Compensation Peer Group. Preference was also given to companies listed on the Singapore and Hong Kong exchanges (over those in China, Taiwan, Korea, and Japan) due to greater comparability and pay disclosure practices. This review is conducted triennially and was last updated for fiscal 2024, with no further changes in fiscal 2025. Based on the criteria described above, the following list of 21 companies are our Asia-Pacific Peer Group:
ASM Pacific Technology Limited Novatek Microelectronics Corporation
Chipbond Technology Corporation Pax Global Technology Ltd.
ChipMOS Technologies Inc. Powertech Technology Inc.
Chroma ATE Inc. Realtek Semiconductor Corporation
Cowell e Holdings Inc. Shanghai Fudan Microelectronics Group Co., Ltd.
Digital China Holdings Ltd. Topco Scientific Co., Ltd.
FIT Hong Teng, Ltd Truly Semiconductors Ltd.
GCL-Poly Energy Holdings Limited Venture Corporation Ltd.
Hua Hong Semiconductor Limited VTech Holdings Limited
Company
JCET Group Co., Ltd. Yangtze Optical Fibre and Cable Joint Stock Limited
Macronix International
Elements of CompensationAn executive's targeted TDC in fiscal 2025 was comprised generally of the elements listed below. We target market median for each of the compensation elements and typically consider +/- 15% of market median to be a market competitive range as we make compensation decisions.
Element Description ObjectiveBase salary Fixed cash salary reflecting executive's roles
and responsibilities.
Provide basic level of compensation and stable source of income; and
Recruit and retain executives.
Cash incentive plan Rewards business performance; based on Net
Income and Operating Margin and funded only if the Company exceeds threshold Net Income and Operating Margin for the year.
Align executive compensation with Company financial performance.
Equity incentive awards
Performance-based awards based on the Company's ranking of rTSR relative to the GICS Index over a defined period; and
Time-based awards vesting over a defined period.
Align management's interests with shareholders' interests;
Promote long-term strategic and financial goals;
Recruit new executives; and
Retain executives through stock price value and appreciation.
The Committee selected these elements because it believes each is a necessary compensation element to help drive the achievement of the objectives of its executive compensation program: motivating executives to achieve both short-term and long-term goals to create shareholder value while considering prudent risk taking; aligning the executives' and shareholders' interests; and attracting and retaining high-performance executives. In setting compensation levels for each named executive officer, the Committee considered each element of compensation, the compensation package as a whole and the executive's achievements and expected future contributions to the business, in light of available peer group and other data.
Base SalariesThe Committee believes that it must provide a competitive level of base salary in order to attract and retain its executives. In determining base salaries, the Committee considers a number of factors, including the executive's roles and responsibilities, the performance of the executive's business segment or functional group, and the executive's individual performance, experience, employment location, and potential for driving the Company's success in the future. The Committee also considers the median base salaries in the Compensation Peer Group and survey data discussed above for comparable positions and experience. The Committee also considers local salary progressions and their relationship to the salary progressions derived from available market data from U.S. public companies. Except for the CEO and CTO who are paid in U.S. dollars, each of the named executive officers is paid, and has his or her compensation values managed by the Committee, in Singapore dollars.
Effective January 1, 2025, the Board approved a base salary increase of 2.0% for Mr. Chylak. Dr. Chen, Mr. Chong, Mr. Lester Wong and Mr. Nelson Wong did not receive an increase to base salary.
Cash Incentive PlanOverview
The Company's cash incentive program, the Incentive Compensation Plan ("ICP"), is designed to align executive pay with financial performance. The CEO and all other ICP participants were eligible to receive an annual payment under the ICP based on fiscal 2025 financial results. The targets and funding scales for fiscal 2025 were set based on the Company's achievement against our annual operating plan. The Committee rigorously reviews our annual operating plan and takes into account all relevant factors including market conditions and industry outlook as part of overall target setting.
The Committee believes that the higher the executive's level of responsibility and influence within the Company, the greater the percentage of the executive's total target cash compensation that should be performance-based. These target percentages are generally set by the Committee based on its assessment of market median target incentive percentages within the Compensation Peer Group and industry surveys for each named executive officer's role and may change based on market trends. Based on the market data assessment, the target annual cash incentive percentages for our named executive officers remained the same as the prior fiscal year, other than for Mr. Chylak, whose bonus target was increased by 5.0%.
For fiscal 2025, the target annual cash incentive percentages were as follows:
Target Annual Cash Incentive as a % ofExecutive | Base Salary |
Dr. Fusen Chen | 120% |
Mr. Lester Wong | 75% |
Mr. Chan Pin Chong | 70% |
Mr. Robert Chylak | 60% |
Mr. Nelson Wong | 70% |
Fiscal 2025 Performance Goals
Under the fiscal 2025 ICP for our named executive officers, the annual incentive pool was established based on actual Net Income ("NI") and Operating Margin ("OM") performance against targets. NI and OM were selected as performance metrics because the Committee believes that these metrics are closely correlated with long-term shareholder value creation.
Targets for FY25 were consistent with our earnings guidance and were set after considering the prior fiscal year's actual results, anticipated headwinds due to a contractionary business cycle, and likelihood of achievement without encouraging undue risk.The funding of the incentive pools based on Company Net Income and Operating Margin performance used the following funding scales, which are relatively wide to reflect the cyclical nature of our business:
Fiscal 2025 - Corporate Net Income Funding Scale*
NI (in Millions) | ICP Funding % | |
Maximum | 104.5 | 200% |
91.8 | 175% | |
79.1 | 150% | |
66.3 | 125% | |
Target | 53.6 | 100% |
41.1 | 75% | |
28.6 | 50% | |
Threshold | 16.1 | 25% |
Fiscal 2025 - Corporate Operating Margin Funding Scale*
OM% | ICP Funding % | |
Maximum | 12.5% | 200% |
11.0% | 175% | |
9.4% | 150% | |
7.9% | 125% | |
Target | 6.4% | 100% |
4.9% | 75% | |
3.4% | 50% | |
Threshold | 1.9% | 25% |
For fiscal 2025, unadjusted Net Income results were $0.2 million and Operating Margin results were (0.49%). Net Income and Operating Margin results used in the calculations of the annual incentive payments to named executive officers (and all participants) under the ICP typically exclude the effects of any one-time extraordinary items (both positive and negative) as we believe such exclusion of one-time extraordinary items better reflects the performance of the business for purposes of determining incentive compensation.
As disclosed in the Form 8-K filed on March 25, 2025, the Company approved a strategic plan related to the cessation of the Company's Electronics Assembly ("EA") equipment business. As part of the plan, the Company began the process of winding down the EA equipment business in an effort to prioritize core semiconductor assembly business opportunities and enhance overall through-cycle financial performance. The cessation of the EA equipment business is subject to a consultation process with the applicable works council and union representatives, which the Company initiated in the third fiscal quarter of 2025 and, as of October 4, 2025, has substantially completed. As a result of the above, the Company incurred pre-tax charges, including severance, adverse purchase commitments, inventory writedowns, and asset impairments, of $87.5 million.
Excluding one-time extraordinary items including the event as cited above, Net Income results were $25.3 million and Operating Margin results were 2.6%, translating to a payout of 39.98%.
Long-Term Equity Incentive CompensationOverview
The Committee believes that our equity incentive program appropriately aligns management's interests with shareholders' long-term interests because the value of the awards is tied to stock price appreciation and, in the case of performance-based stock awards, to relative market performance, which correlates to long-term shareholder value creation. Named executive officers typically receive annual equity incentive grants under the 2021 Omnibus Incentive Plan in the first quarter of the fiscal year.
Equity awards are either time-based restricted stock unit awards ("RSUs"), which are subject to service-vesting conditions and are efficient for attraction and retention, or PSUs, which are subject to both service-vesting and performance-vesting conditions. Neither the RSUs nor the PSUs include any dividend equivalent rights under the 2021 Omnibus Incentive Plan. The Committee believes that awards to the CEO and the CFO should be more heavily weighted toward performance-based awards than for other executives. The allocation of performance-based to time-based equity awards in fiscal 2025 generally is as follows:
Position Performance- based Time-basedCEO and CFO 60% 40%
Other Executives 50% 50%
In addition, newly hired executive officers may receive sign-on grants. The Committee also retains the discretion to grant special equity incentive awards for incentivizing the accomplishment of a key strategic objective or for retention purposes, in addition to annual awards, which typically are made in October.
Statement of Practices
The Company has adopted a Statement of Practices for equity grants, which defines the primary terms and conditions for the administration of equity awards granted to employees and officers under the Company's equity incentive plans. It includes the following:
Eligibility for awards is limited to those individuals employed by the Company or its direct or indirect subsidiaries.
Subject to Paragraph 4 below, awards are only made annually. Annual awards (other than with respect to the CEO) are made by the Committee based on recommendations made by the Company's management which are reviewed by the Committee.
Annual awards are approved and priced at the Committee meeting that takes place in the first quarter of the Company's fiscal year, generally held in October, although sometimes grants have been made at other times, for instance, to provide the Committee with additional time to review management recommendations.
Inducement grants to newly hired executives and officers require specific pre-approval by the Committee. The Committee has delegated authority to the CEO to approve inducement equity awards for newly hired employees (not officers), and promotion and/or retention grants to key employees that are consistent with market data.
The value of equity awards granted to each participant (other than the CEO) is determined based on the CEO's evaluation of the executive's level of responsibility and influence over the Company's results, performance, potential to contribute to our future success and award values for executives in the peer companies based on our benchmarking exercise, as approved by the Committee. Any award to the CEO is based on the Committee's evaluation of the same factors and its recommendation to the full board of directors for approval. The extent of existing non-vested equity awards or stock ownership is not generally considered in granting equity awards, except that we sometimes grant an initial round of equity awards to newly recruited executives. Initial equity awards are intended to induce executives to join us, to replace equity compensation that may have been forfeited at the executives' prior place of employment, and to better align the executives' interests with the shareholders' interests from the start of employment.
Fiscal Year 2025 Equity Awards
On October 16, 2024, the Committee granted RSUs and PSUs respectively to the CEO, the other named executive officers, and certain eligible employees for fiscal 2025. The named executive officers' grants are based on compensation benchmarking against each of our named executive officers' roles and based on market practice. The amounts of PSUs and RSUs awarded to the Company's named executive officers were as follows:
Performance-BasedStock | Time-Based Stock | |
(PSUs) | (RSUs) | |
Dr. Fusen Chen | 62,640 | 41,760 |
Mr. Lester Wong | 12,616 | 8,410 |
Mr. Chan Pin Chong | 7,607 | 7,606 |
Mr. Robert Chylak | 7,094 | 7,094 |
Mr. Nelson Wong | 7,607 | 7,606 |
Time Based Restricted Stock Units ("RSUs")
RSUs granted in fiscal 2025 vest in equal annual installments on each of the first three anniversaries of the grant date, provided the recipient remains continuously employed through each vesting date.
Performance Based Performance Stock Units Based on Relative Total Shareholder Return ("rTSR PSUs")
For fiscal 2025, 100% of the PSUs are subject to achieving rTSR performance goals. The vesting of rTSR PSUs granted in fiscal 2025 is tied to total shareholder return relative to the companies comprising the GICS Index, measured over a three-year performance period. The three-year performance period for the rTSR PSUs granted in fiscal 2025 will end in October 2027 and between 0% and 200% of the PSUs will be earned and vest based on the following scale:
Relative Total Shareholder Return
The payout scale above shows rTSR PSU vesting percentages at percentile performance points from the 25th or less percentile to the 85th percentile. Actual vesting of rTSR PSUs will be expressed as a full percentage point ranging from 0% to 200% with interpolation between the points in the above graph.
For fiscal 2025, we maintained the rTSR payout curve, with the performance hurdle required for maximum payout at the 85th percentile. We believe that this scale is generally consistent with the majority of TSR based plans in our industry (with the most common peer practice providing maximum payout for 75th percentile performance). It provides below market pay opportunity for below market performance, but we have to more significantly outperform the market in order for the executives to earn more than target compensation, thereby continuing to link pay to performance.
We cap the payout of the rTSR PSUs at target when absolute TSR is negative, over the complete performance period, even if actual rTSR performance would suggest a higher payout, to ensure that our executives do not receive above-target payouts unless they have created value for our shareholders.
Vesting of Performance-Based Equity Awards
For the most recent completed three-year performance period (October 2, 2022 through October 4, 2025), related to PSUs granted in fiscal 2023, for each of the metrics discussed below:
Company performance for rTSR resulted in a cumulative TSR of (11%). This performance ranked 37 out of 62 peer companies (41st percentile), resulting in a payout equal to 82% of target.
Company performance for organic growth was 3-year average organic revenue growth of (21%), but we outperformed one of our named direct competitors, resulting in a payout of 8%.
Total Shareholder Return
Shown below is the Company's most recent three-year rTSR performance cycle compared to the GICS Index and the associated payout as a percent of target for the performance-based portion of our equity compensation. The GICS Index was the comparator group for performance-based equity during this performance cycle. Because we set our targets at market median levels, our payout is aligned with shareholders, and our equity program delivers less than median compensation for below median performance. For the performance cycle ending October 4, 2025, or fiscal 2025, our rTSR was at the 41st percentile, resulting in a payout of 82% of target. In the prior two performance cycles, our rTSR was at the 47th percentile and 83rd percentile, respectively, resulting in payouts of 95% of target and 166% of target, respectively.
Performance Cycles | K&S Actual 3-Year TSR results | Percentile Ranking of K&S Actual 3-Year TSR results Relative to the GICS Index | Payout as a Percent of Target |
FY2021 through FY2023 | 134% | 83% | 166% |
FY2022 through FY2024 | (26)% | 47% | 95% |
FY2023 through FY2025 | (11)% | 41% | 82% |
Organic Revenue Growth
Shown below is the Company's Organic Revenue Growth performance. Average organic growth of 5% for the three-year performance cycle would result in a target payout, while growth greater than or equal to 10% would result in a maximum payout of 200%. For fiscal 2025, our three-year average growth was (21%) for the fiscal 2023 through fiscal 2025 cycle. As described above, although average organic revenue growth was not achieved, we outperformed one of our named direct competitors, resulting in a payout of 8%.
Performance Cycle | K&S 3-Year Average Revenue Growth | Number of Outperformance Periods (maximum of 6) Against Direct Competitors (paid at 1/12 of target per outperformance period) | Payout as a Percent of Target |
FY2021 through FY2023 | 31% | 3 | 200% |
FY2022 through FY2024 | (19)% | 1 | 8% |
FY2023 through FY2025 | (21)% | 1 | 8% |
Note: As mentioned above, for grants made after fiscal 2024, performance based equity compensation is measured solely using the rTSR metric.
Equity Ownership Guidelines for Executives
The Committee has adopted stock ownership guidelines for our named executive officers to closely align the interests of the named executive officers with those of our shareholders. These guidelines are based on the Committee's review of market data and "best practice" governance guidelines. The guidelines apply to the Company's common shares owned outright by the executives, including shares held in 401(k) accounts, as well as vested RSUs and PSUs. The Committee recommends that named executive officers achieve these stock ownership levels within five years. Ownership levels and progress towards the guidelines over the five-year period are reviewed annually by the Committee.
Position RequirementCEO 3x base salary
CFO 2x base salary
Other Executive Officers 1x base salary
In addition, executives who have held their executive positions for less than five years and prior to reaching the stock ownership requirement will be required to retain at least 50% of their pre-tax vested stock awards.
Chief Executive Officer CompensationAs previously reported on the Form 8-K filed October 28, 2025, in connection with his retirement, Dr. Fusen Chen stepped down as President and CEO and as a Director effective December 1, 2025 (the "Effective Date"). Dr. Chen will receive a pro-rated, annual cash bonus (based on his target opportunity at the Effective Date) for fiscal year 2026. Additionally, outstanding performance share unit awards granted by the Company shall remain eligible for vesting, while unvested restricted stock unit awards were forfeited as of the Effective Date. The Company will also provide Dr. Chen with health insurance coverage for a period of 18 months from the Effective Date.
Also on October 28, 2025, Lester Wong was appointed Interim CEO (in addition to his roles as the Company's Executive Vice President and Chief Financial Officer). In connection with Mr. Wong's appointment as Interim CEO and input from our compensation consultant, FW Cook, the Board approved a monthly cash stipend of S$35,000, to be paid for each month of Mr. Wong's service as Interim CEO through the date on which a new Chief Executive Officer is appointed by the board of directors. Where applicable, Mr. Wong will be paid pro-rated for any month of partial service as Interim CEO based on the number of days in such month in which Mr. Wong serves as the Interim CEO. Additionally, Mr. Wong was granted 10,338 restricted stock units on the Effective Date (the "Grant Date"), which shall vest in full on the 1-year anniversary of the Grant Date, subject to his continued employment with the Company through such date. If Mr. Wong is terminated by the Company without Cause or if Mr. Wong resigns with Good Reason (as each term is defined in the Company's Executive Severance Pay Plan), such restricted stock units shall vest in full upon such termination date.
Compensation and RiskIn fiscal 2025, the Committee engaged FW Cook to conduct a compensation risk assessment of our incentive compensation programs. The assessment is performed annually to ensure that incentive programs in place are not reasonably likely to have material adverse effects on the Company. The scope of the assessment included all of the Company's incentive plans, including the ICP, equity plan, support staff incentive, the sales incentive plan, and the Company's recognition programs.
FW Cook reported that the results of its evaluation indicate that there are no significant compensation risk areas for the Company. Overall, our incentive plans were found to be well-aligned with sound compensation design principles and provide for a balanced approach to delivering incentives given various levels of performance.
We have in place the following risk mitigating factors for our compensation programs:
Risk Mitigating Factors | Comments |
Cash Incentive Award Cap | Avoids potential windfall circumstances; limits excessive risk-taking behavior |
Multiple Performance Factors across the Cash and Equity Programs | Avoids risk of focusing on only one aspect of performance by incentivizing a balanced perspective on performance |
Annual Review of Targets and Opportunity | Ensures compensation is properly aligned with current market median levels |
Clawback Feature including formal Clawback Policy | Mitigates risk of inappropriate behavior |
Range of Award Payouts | Avoids risk of "all or nothing" mentality |
Share Ownership Guidelines | Discourages focus on short-term results without regard for longer term consequences |
Multi-year Vesting Schedule | Focuses executive officers on the long-term interests of the Company and shareholders |
No Severance if Termination is for "Cause" | Discourages potential for inappropriate behavior |
Anti-Pledging and Hedging Policies | Avoids risk of using Company stock as collateral for loans or insulating against stock price declines |
We maintain an insider trading policy governing the purchase, sale, loan or other transfer or dispositions of our securities that are applicable to all of our directors, officers, employees and contractors. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards.
Pursuant to our insider trading policy, directors and executive officers are prohibited from engaging in hedging transactions involving Company shares or other Company securities. "Hedging" refers to any strategy to offset or reduce the risk of price fluctuations in Company shares or other Company securities or to protect, in whole or in part, against declines in the value of Company shares or other Company securities. The prohibition on hedging thus applies to all transactions in derivative securities based on Company stock such as other securities, including puts, calls, swaps and collar arrangements.
Directors and executive officers are also prohibited from purchasing Company securities on a margin or otherwise pledging Company securities as collateral for a loan.
Policy on Recovery of Previously Paid Executive Compensation ("Clawback")In accordance with Section 10D of the Securities Exchange Act of 1934, as amended, Rule 10D-1 promulgated thereunder, and the listing standards of the Nasdaq Global Market, the Committee recommended that the Board ratify and affirm the Company's clawback policy (the "Clawback Policy") effective as of October 2, 2023. The Clawback Policy requires the Company to recover from covered executive officers (including its named executive officers) the amount of erroneously awarded compensation (i.e., the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on restated amounts) resulting from an accounting restatement: (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws; or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected in the current period or left uncorrected in the current period.
The Clawback Policy is fully compliant with the SEC's final rule adopted on January 27, 2023. The Clawback Policy operates in addition to, and not in lieu of, any other rights of the Company to recoup or recover incentive awards under applicable laws and regulations, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act. The Company to date has not sought to recoup any payments under this Clawback Policy. We review our policy periodically and will amend or update the policy as necessary to comply with the applicable regulations and any new requirements.
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K&S - Kulicke and Soffa Industries Inc. published this content on January 22, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on January 22, 2026 at 13:16 UTC.
