Kulicke & Soffa 修订 FY2027 激励薪酬计划：考核指标改为营业利润与毛利率，属常规高管薪酬安排

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
FORM
8-K
____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
October 13, 2026
____________________________________________________
KULICKE AND SOFFA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
____________________________________________________
Pennsylvania
000-00121
23-1498399
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
23A Serangoon North Avenue 5
,
#01-01
,
Singapore
554369
1005 Virginia Dr.
,
Fort Washington
,
PA
19034
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (
215
)
784-6000
N/A
(Former Name or Former Address, if Changed Since Last Report)
____________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, Without Par Value
KLIC
The Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Principal Officers.
On October 13, 2026, the Management Development and Compensation Committee of the Board of Directors (the “MDCC”) of Kulicke and Soffa Industries, Inc. (the “Company”) approved and adopted an amended and restated Incentive Compensation Plan (the “Plan”), effective for the Company’s 2027 fiscal year. The amendments revise, amongst others, the corporate performance measures used to determine awards under the Plan.
The Plan replaces the prior corporate performance measures of Net Income and Operating Margin, each of which was weighted 50% of the overall corporate financial performance measure, with Operating Profit and Gross Margin, each weighted 50% of the overall corporate performance measure. Separately, the Plan provides flexibility for business unit scorecards to be tailored based on each business unit’s growth phase, strategic priorities and business circumstances, including through the selection and relative weighting of financial performance measures, and shall at all times be in conformance with the Company’s business unit scorecard governance process.
The Plan also introduces an individual goal component for members of the Company’s Executive Leadership Team (“ELT”), whose awards were previously based solely on corporate performance. The individual goals are intended to be aligned with the Company’s strategic objectives and to reflect measurable business or financial outcomes. For the Company’s 2027 fiscal year, ELT awards will be based 85% on corporate financial performance and 15% on the individual goal component.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan document attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
10.1*
Amended and Restated Incentive Compensation Plan
104
Inline XBRL for the cover page of this Current Report on Form 8-K
* Management contract or compensatory plan or arrangement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KULICKE AND SOFFA INDUSTRIES, INC.
Date: October 14, 2026
By:
/s/ LESTER WONG
Name:
Lester Wong
Title:
Executive Vice President and Chief Financial Officer
(Principal financial officer and principal accounting officer)

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EX-10.1
2
ex101icpoct14.htm
EX-10.1
Document
Incentive Compensation Plan
(“ICP”)
Commencing Fiscal Year 2027
Company
Confidential
1
KULICKE AND SOFFA INDUSTRIES, INC.
INCENTIVE COMPENSATION PLAN
Purpose
The purpose of the Kulicke and Soffa Industries, Inc., together with its affiliates (collectively, “Company” or “K&S”) Incentive Compensation Plan (“Plan” or “ICP”) is to:
•
focus the efforts of Plan participants to achieve financial goals and individual objectives and maximize personal performance consistent with the Company’s business strategy
•
provide Plan participants with the opportunity to earn an annual ICP award based on Corporate and Business Unit (“BU”) (if appropriate) financial performance and individual performance
•
align the interests of our employees and K&S shareholders by providing awards that are commensurate with business performance
Effective Date
This Plan document is effective commencing the Company’s fiscal year 2027, on the first day of such fiscal year 2027 being October 4, 2026. This Plan document and its attachments constitute the entire ICP and supersede any other oral or written agreements dated prior to the effective date. The Plan year is aligned to the K&S fiscal year.
Plan Governance
The Management Development and Compensation Committee (“MDCC”) of the Board of Directors is responsible for reviewing the overall performance and funding of the Company’s incentive plans. Specifically, the MDCC is responsible for:
•
determining the criteria and mechanism for funding the Plan
•
determining the suspension or reduction of aggregate ICP awards due to current or projected business performance
•
determining the primary financial performance metrics
•
approving any adjustments to Corporate or BU performance for transition, start-up, or other extraordinary costs and circumstances
•
approving the aggregate annual award amounts
•
approving all objectives, weightings, targets and payouts to individual Executive Leadership Team (“ELT”) members
•
approving any discretionary adjustments to ICP awards
•
delegating routine Plan administration responsibilities to Company management
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Company management’s responsibilities include:
•
providing summary information and analysis to the MDCC on an annual basis and presenting the aggregate pool for review and approval by the MDCC
•
facilitating the collection of financial metric performance results and award recommendations
•
recommending and enforcing eligibility and administration rules, individual ICP target assignments, and the relative performance weightings of Company, BU, and individual performance
•
recommending financial performance metrics and funding scales (including threshold, target and maximum performance) for Company and BU awards
•
coordinating financial planning and accruals as necessary
•
reviewing and verifying all proposed awards before such awards are made
•
determining suspension or reduction of ELT members individual ICP awards due to performance
•
advising the MDCC on the determination of suspension or reduction of aggregate ICP awards due to current or projected business performance
•
determining the extent to which internal transfers, promotions, changes in full-or-part-time status and approved leaves of absence impact accruals, targets and actual awards
•
interpreting this ICP document and establishing, adopting, or amending any provisions as are necessary for proper administration, consulting where appropriate with the MDCC
Plan Funding
Funding of the Plan is based on two metrics: Corporate Operating Profit (“OP”) and Corporate Gross Margin (“GM”).
Funding Scales
The Plan has funding scales for Corporate OP and Corporate GM. Each scale correlates performance results to funding percentages from threshold, to target, to maximum performance. The average of the Corporate OP and Corporate GM funding percentages equals the Corporate Financial Payout, which generates the ICP pool. The funding percentages range from 0% to 200% of the target according to the Plan funding schedule.
Corporate OP and Corporate GM funding scales are reviewed and approved by the MDCC on an annual basis. Sample funding scales are shown in Appendix 1.
Threshold Performance
Minimum funding for the Plan requires achievement of threshold Corporate OP and Corporate GM performance. If only one of the two thresholds is achieved, funding will be based on the funding scale for the metric that achieved threshold, and only up to 50% of the Plan will be funded. If neither of the two thresholds is achieved, the Plan will not fund and there will not be a payout. Corporate OP and Corporate GM thresholds are reviewed and approved by the MDCC on an annual basis.
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Eligibility
To be eligible for payment under the ICP, an employee must be:
•
classified as regular full-time or regular part-time employee of the Company (eligibility also extends to direct temporary employees in the Netherlands and Germany);
•
holding a Professional, Management or Executive level position (Grade Levels P1-P7, M1-M6, E1-E5) during the performance measurement period;
•
active on the Company payroll at the start of the fiscal year (see
Plan Administration
section for new hire eligibility); and
•
active on the Company payroll on the last working day of the fiscal year (also see
Plan Administration
section for terminations or job change eligibility).
Other Incentive Plans
Employees who participate in the ICP will not be eligible to concurrently participate in any other Company-provided incentive or sales compensation program (for example, the Sales Incentive Plan).
For the avoidance of doubt, (i) employees in locations with bonus months normally paid in addition to the standard 12-month payroll; or (ii) employees who generally may be entitled to specific bonus plans (for example, a one-time production bonus or other recognition bonus) will not be excluded from the Plan because of those situations.
Performance Measures, Performance Components and Award Calculations
The performance measurement period is the full fiscal year, and payout will be based on full fiscal year financial results (defined below) annually.
Performance Measures
Depending on the role of an employee (as explained below), there are generally four performance measures to determine a participant’s annual award:
•
Corporate OP
at the close of the fiscal year
•
Corporate GM
at the close of the fiscal year
•
Business Unit (“BU”) Scorecard
at the close of the fiscal year (only applicable for participants in BU or direct BU-support roles)
▪
BU Scorecards are determined on an annual basis by a Scorecard Committee consisting of the CEO, CFO, and the GMs of the respective BUs. The CEO has flexibility to determine the metrics and relative weightings for each BU based on the BU’s growth phase, strategic priorities and business circumstances, also considering the Company’s BU Scorecard governance process.
▪
The BU Scorecard metrics consist of financial components (with the selection and weighting of such measures tailored to the BU’s growth phase) and non-financial components deemed important to drive sustainable success in the marketplace, such as achieving research and development goals, expanding market share and broadening customer penetration, as determined by the Scorecard Committee
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•
Individual Performance
based on the employee’s Individual Performance Rating on a scale of 1-5
For participants in Corporate roles, the financial performance measures consist of Corporate OP and Corporate GM, each weighted 50%.
For participants in BU roles, the financial performance measures consist of Corporate Financial Performance and the BU Scorecard results
•
If a participant’s role involves working with two BUs that participant may have a split BU in which the BU Scorecard result for each will be used. In a split BU, one of the BUs must be allocated at least 20% of the full BU component weighting. Allocation of split BUs must be in increments of 10%.
Performance Components for Corporate Positions
Two performance components are used to calculate awards for participants in corporate positions, (i) the corporate financial component; and (ii) the individual component (as further explained below). The weightings of each component are based on the participant’s grade level.
Weighting of Financial Performance Measures - For Participants in Corporate Positions
Career Level
Salary Grade
Financial
Individual
Corp OP
Corp GM
VP Below ELT
E1
37.5%
37.5%
25.0%
Directors
M5-M6
30.0%
30.0%
40.0%
Management
M1-M4
25.0%
25.0%
50.0%
Professional
P1-P7
20.0%
20.0%
60.0%
Performance Components for BU Positions
Three performance components are used to calculate awards for participants in BU positions, (i) the corporate financial component; (ii) the BU Scorecard; and (iii) the individual component. The weightings of each component are based on the participant’s grade level.
Weighting of Financial Performance Measures - For Participants Associated With a BU
Career Level
Salary Grade
Financial
Individual
Corp OP
Corp GM
BU Scorecard
VP Below ELT
E1
25.0%
25.0%
35.0%
15.0%
Directors
M5-M6
20.0%
20.0%
30.0%
30.0%
Management
M1-M4
15.0%
15.0%
20.0%
50.0%
Professional
P1-P7
12.0%
12.0%
16.0%
60.0%
Note: Two performance components are used to calculate awards for members of the ELT, (i) the corporate financial component; and (ii) the individual strategic goal component. For FY27, the weighting for ELT is 85% corporate financial component and 15% individual strategic goal component.
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Individual Component Explained (Non-ELT)
With reference to the foregoing, the Individual Component award pool is calculated as the sum of all participants’ individual ICP target multiplied by the individual component weighting modified by the Corporate Financial Performance. Managers will allocate the individual component for each participant based on the available pool and considering the participant’s individual performance rating.
Incentive Target
Participant’s ICP target is based on a percentage of the employee’s annual base salary.
Targets
are determined for each grade level based on competitive market practice. Targets for the ELT are individually market priced. The ICP target structure is shown in Appendix 2.
Individual awards can range from 0% to 200% of the target incentive (capped at 200% of target incentive).
Calculation Methodology
1.
Corporate Financial Payout is calculated based on Corporate Operating Profit (50%) and Corporate Gross Margin (50%). The maximum Corporate Financial Payout is 200%. Results are based on actual achievement against targets according to the applicable payout scale.
Three performance components are used to calculate awards for participants in BU positions, (i) the corporate financial component; (ii) the BU Scorecard; and (iii) the individual component. The weightings of each component are based on the participant’s grade level.
2.
Individual Component Payout is modified by the Corporate Financial Payout. For ELT members, the individual goal component is determined based on achievement of strategic individual goals. Such goals must be measurable, demonstrate business or financial impact and support the Company’s long-term corporate strategy.
3.
BU Scorecard Payout is modified by the Corporate Financial Payout and the Individual Component Payout.
6
Calculation of Awards
Sample Calculations are shown in Appendix 3.
7
Payment Form and Timing
All awards will be paid in cash (via check or direct deposit), subject to all applicable tax and withholding under applicable country laws and regulations, and prevailing Company policy.
Timing of awards payout is subject to the timing of the MDCC meetings, during which awards are approved, and the timing of payroll processing. Payments (if any) will be made as soon as administratively practicable after approval.
Dispute Resolution
With the exception of the ELT, the CEO and Vice President of Human Resources shall have complete discretion concerning the determination of ICP awards under the Plan, and the decision of the CEO shall be final and conclusive.
Any disputes regarding ICP eligibility or an award must be communicated in writing to the Vice President of Human Resources within thirty (30) days from the date an ICP award would otherwise have been paid with respect to that fiscal year.
Other Important Details
•
The Incentive Compensation Plan may be amended, suspended, terminated or reinstated at any time with the approval of the MDCC.
•
For purposes of life insurance, accidental death and dismemberment insurance, short-term disability, long-term disability, and similar benefit programs, Participant’s Base Salary shall continue to be used as the applicable compensation basis.
•
As a condition of receiving benefits under the Plan, all Participants agree to respect the confidentiality of K&S’s financial and other critical business information.
•
This Plan will be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, without reference to principles of conflicts of law, as to all matters, including, but not limited to, matters of validity, construction and performance.
•
The Plan shall be administered in accordance with Section 409(A) of the Internal Revenue Code of 1986, as amended (“Code”).
•
Participants may not sell, assign, transfer, pledge or encumber any expectation of or right to an award under this Plan and any attempt to do so shall be void.
•
K&S is an at-will employer. Participation in the Plan or any enhancement of the Plan does not impact this fact in any way.
•
Inclusion in this Plan does not constitute a guarantee of employment or specific earnings.
•
Nothing in this Plan shall act as an express or implied contract, a guarantee or commitment for an employee to be or to continue to be a Participant in the Plan, to receive payments under the Plan, or to be retained in the employment of K&S.
•
All awards under the Plan are subject to the Company's Clawback Policy, as in effect from time to time, and to any other applicable law, regulation or Company policy relating to recoupment or forfeiture of incentive compensation.
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Definitions
This list is intended to provide definitions for most business terms used in this Plan Document but may not be all inclusive of terms used.
Award or Incentive Award
– the incentive payment made to a participant under this Plan, which is based on the achievement of Corporate, Business Unit and Individual Performance Goals and the participant’s Incentive Target.
Base Salary
– the annualized rate of base salary compensation paid to a participant.
Board of Directors
– the Board of Directors of Kulicke and Soffa Industries, Inc.
Business Unit Direct Operating Margin
(
“BU DOM”
) -
Direct Operating Profit divided by Revenue, expressed as a percentage. (excluding corporate service and shared expense charges).
Cause
- As defined in the applicable employment agreement, equity incentive plan, award agreement, severance agreement, or, if none applies, as determined by K&S in accordance with applicable law.
Company
– Kulicke and Soffa Industries, Inc., its affiliates and subsidiaries, and any successor thereto.
Executive Leadership Team (“ELT”)
– the executive team of the Company including the CEO and direct reports to the CEO.
Incentive Target
– the percentage of a participant’s base salary established as the basis for his or her ICP award. The actual ICP award, if any, may equal, exceed, or fall below the ICP target based on Corporate, Business Unit and Individual performance.
Participant –
an employee of the Company who is eligible to participate in the Plan.
Reduction in Force
– means an involuntary termination of a Participant's employment by K&S due to a reorganization, restructuring, workforce reduction, position elimination, cost-containment measures, or similar business reasons. Where permitted by applicable law and as determined by K&S in its discretion, eligibility for any benefits, payments, or award treatment associated with a Reduction in Force may be conditioned upon the Participant's execution, non-revocation, and compliance with a separation agreement, release of claims, restrictive covenant agreement, or similar document in a form acceptable to K&S.
Retirement
–
termination of a regular full-time or part-time employee who is at least 50 years of age, has at least 3 years of service, and age and service equal at least 60
Sales Incentive Plan
(
“SIP”
) - an incentive plan of the Company, different from this Plan, intended to motivate certain sales employees to achieve defined sales objectives.
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Plan Administration
Treatment of eligibility or calculation of award based on changes to a participant’s job or employment status.
New Hires
Hire Date
Proration of ICP Payout
During the fiscal year before the start of 4th fiscal quarter (October – June)
Proration based on number of calendar days from date of hire to end of fiscal year
During 4th fiscal quarter (July – September)
Not eligible
Terminations During the Fiscal Year
Reason for Termination
Treatment
Voluntary termination
Not eligible for payout
Involuntary termination due to retirement, death, permanent disability, or a Reduction in Force
Eligible for prorated payout based on number of full months completed in the fiscal year divided by 12
Example: Termination occurs in mid-August. Number of completed months during fiscal year = 10 (October through July). Eligible for 10/12 pro-rata payout
Payout will be based on participant’s ICP target at 100%
Assumes 100% Corporate/BU financial performance and individual results scored at 100%). Any eligible prorated payment will be paid as soon as administratively practicable following termination, subject to applicable law.
Involuntary termination for Cause / performance issues
Not eligible for payout
Leaves
Type of Leave
Treatment
Annual leave / vacation and government mandated military leave
No proration
All other leaves
No proration if accumulated number of leave days is less than 6 work weeks during fiscal year
If accumulated number of leave days is equal to or greater than 6 work weeks during fiscal year, the participant’s award is prorated based on the number of calendar days worked (not on leave) in the fiscal year
10
Plan Administration
(continued)
Promotions, Salary Change, Job Code Change
Circumstance
Transition / Change Date
Treatment
Participant has a job change which affects salary or ICP target
Anytime during the fiscal year
ICP award is prorated based on the number of calendar days worked in the fiscal year in each different salary and/or ICP target, based on transition/change date.
Example: Participant moves from a job with 8% target incentive at 40,000 salary to 10% target incentive at 50,000 salary July 1 (fiscal 2H)
1st half: 8% x 40,000 x 50% + 10% x 50,000 x 50%
ICP BU / ICP BU Split Changes
Transition Date
Treatment
Anytime during fiscal year
A proration based on the number of calendar days spent in each BU/BU split will be calculated and the appropriate weighting applied to the BU Scorecard component based on the BU scorecard achievement at the end of the year
Example: Participant has BU split of 60/40 BB/WB at the beginning of the fiscal year and moves to BU split of 60/40 WB/Blades at the beginning of the fiscal 2H
1st half: BB: 60% of 50% = 30% + WB: 40% of 50% = 20%
plus
2nd half: WB: 60% of 50% (2H) = 30% + Blades: 40% of 50% (2H)= 20%
Transition to ICP from Success Share (SS) Plan
Transition Date
Treatment
Anytime during fiscal year
Participant’s SS award is prorated based on the number of calendar days worked in the fiscal quarter during which the participant is in the SS Plan, based on transition date.
Participant’s ICP award is prorated based on the number of calendar days worked in the fiscal year during which the participant is in the ICP, based on transition date.
Example: Participant transitions from SS to ICP February 1
Eligible for prorated 2Q SS payment for January 1 to January 31
Eligible for ICP from February 1 through end of fiscal year
11
Plan Administration
(continued)
Transition To and From SIP
Transition Date
Treatment
Anytime during fiscal year
Participants will be eligible for prorated payouts for each of the plans based on transition date. SIP payment eligibility begins or ends with transition date. Participant’s ICP award is prorated based on the number of calendar days worked in the fiscal year during the period for which the participant is in the ICP, based on transition date.
Example: Transition date of February 1 from SIP to ICP
Eligible for quarterly SIP payment for Q2 up to January 31
Participants will not be eligible for any credited sales after transition date from SIP
Example: Transition date of February 1 from ICP to SIP
Eligible for pro-rated ICP payout from October through January 31
Eligible for quarterly SIP payment for Q2 for any sales payments from February 1
Cross Country Transfers
Circumstance
Transition / Change Date
Treatment
Participant moves from one country and localized in another country
Anytime during the fiscal year
Payout will be prorated based on transition date based on the target incentive and salary at the time of the transition and the target incentive and salary at the end of the fiscal year. The total ICP payment will be made in the local currency at the end of the fiscal year.
The prorated ICP payment prior to the Transition date will be converted to local currency based on the exchange rate at the end of the fiscal year.
In all cases, eligibility for any prorated award is contingent on meeting all other conditions and requirements of the Plan.
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Appendix 1
Example Annual Corporate Operating Profit Funding Scale*
*Operating Profit results are weighted 50% of overall Corporate Financial Measure. Interpolation will be applied between each of the discrete points in the scale.
The table above is provided for illustrative purposes only. The Operating Profit target will be periodically reviewed and may be adjusted in future fiscal years based on K&S and peer company performance
Example Annual Corporate Gross Margin Funding Scale*
*Gross Margin % results are weighted 50% of the overall Corporate Financial Measure. Interpolation will be applied between each of the discrete points in the scale.
The table above is provided for illustrative purposes only. Gross Margin targets will be reviewed annually, and are determined based on K&S and peer company performance
13
Appendix 2
Incentive Target Structure as a percentage of Base Salary
Executive grades E2-E5 are administered separately, with applicable incentive targets, performance weightings, and award determinations approved individually by the MDCC. Accordingly, these grades are not included in the tables above or in Appendix 2.
14
Appendix 3
Sample ICP Payment Calculations
15
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