Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Approval of 2023
On
Only Company executive officers and other officers of the Company who are
selected by the Committee are eligible to receive bonuses pursuant to the 2023
Executive Plan. Individual target bonuses are based on a percentage of each
executive officer's base salary. For fiscal 2023, the Committee set the
following target bonuses for the Company's principal financial officer (
Chief Executive Officer: 100% of his calendar base salary
Each other such officer: 65% of each of their respective base salary
The actual bonus amount payable to the Company's Chief Executive Officer will be determined by multiplying his base salary by his target bonus percentage and then adjusting such target bonus amount based on the extent to which certain goals for non-GAAP operating income, revenue and/or other metrics are achieved, as determined by the Committee. The actual bonus amount may be less than, or exceed, the Chief Executive Officer's target bonus, depending on the extent to which the Company meets such goals during the applicable performance period, as determined by the Committee. In addition, the Committee, in its sole discretion, may adjust the amount otherwise payable to the Chief Executive Officer as determined in accordance with the foregoing formula.
The actual bonuses for all other participating named executive officers will be determined by multiplying base salary by the applicable target bonus percentage and then adjusting such target bonus amount based on (i) the extent to which the non-GAAP operating income, revenue and/or other goals are achieved, and (ii) such other criteria as the Committee, with input from the Chief Executive Officer, in the Committee's sole and absolute discretion, determines are appropriate to calculate and determine such final bonus amount for any such executive officer. As a result, the actual bonus amount paid to any such executive officer may be less than, or exceed, the executive officer's target bonus. In addition, the Chief Executive Officer may recommend increases or decreases of up to 25% of each executive officer's calculated award payout amount, for the Committee to consider in determining the final bonus amount payable.
2023 Executive Plan funding is capped at 150% of target funding.
No actual bonus payment to any executive officer may exceed any applicable
limitations set forth in the
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 2023Dolby Executive Bonus Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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