☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware		77-0521800
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value per Share		TNAV		The NASDAQ Global Market

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

PART III
ITEM 10.		DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			1
ITEM 11.		DIRECTOR AND EXECUTIVE COMPENSATION			9
ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			38
ITEM 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			42
ITEM 14.		PRINCIPAL ACCOUNTING FEES AND SERVICES			43
PART IV
ITEM 15.		EXHIBITS, FINANCIAL STATEMENT SCHEDULES			44
ITEM 16.		FORM 10-K SUMMARY			52
SIGNATURES					52

has served as a member of our board of directors since January 2002. Mr. Chen has served as chair of the board of directors of Rayson Technology Co., Ltd., a privately held wireless communications company, since 1993. Since 1994, Mr. Chen has also served as chair of the board of directors of Sonix Technology Co., Ltd., an integrated circuit development company publicly traded on the Taiwan Stock Exchange. In addition, since 2000, Mr. Chen has served as chair of the board of directors of GlobalSat Technology Corp., an electronic communications company publicly traded on the Taiwan Stock Exchange. Mr. Chen holds a B.S. in Chemistry from National Tsing Hua University in Taiwan. Mr. Chen brings with him considerable business experience as the current chair of the board of directors of Sonix Technology Co. Ltd., GlobalSat Technology Co., Ltd., and Rayson Technology Co. Ltd. Mr. Chen also serves on the board of directors of various privately held companies. With his experience, Mr. Chen has knowledge of the complex issues facing global companies and an understanding of what makes businesses work effectively and efficiently. We believe Mr. Chen’s experience as a board member of public and private companies gives him insight and perspective into how other boards function and enables him to be an effective member of our board of directors.

has served as a member of our board of directors since August 2016. Mr. Cummins joined our board of directors in connection with our agreement with Nokomis Capital, L.L.C. and its affiliates, as we further describe under “—” below. Mr. Cummins is currently chief executive officer of 272 Capital L.P., an investment advisory firm which he formed in February 2020. Mr. Cummins was previously an analyst with Nokomis Capital, L.L.C., an investment advisory firm, a position he held from October 2012 until February 2020. From March 2011 to September 2012, Mr. Cummins was an analyst for Harvey Partners, a hedge fund. From February 2002 to March 2011, Mr. Cummins held multiple positions, including senior research analyst covering technology hardware companies, director of research, head of capital markets and, finally, president of B. Riley & Co., an investment banking firm. From 2000 to 2002, Mr. Cummins was an associate analyst at Needham & Company, an investment banking firm. Since 2007, Mr. Cummins has served as a member of the board of directors of Applied Science Products, Inc., formerly known as Flight Safety Technologies, Inc., a publicly traded company engaged in developing technologies for aviation safety and efficiency. Mr. Cummins holds a B.S.B.A. from Washington University in St. Louis, Missouri. Mr. Cummins has extensive experience in the investment research process, public and private capital raising, mergers and acquisitions, corporate restructuring and shareholder activism. We believe Mr. Cummins’ expertise in investment research and analysis brings valuable experience and perspective to our board of directors.

is a cofounder of our company and has served as our president and a member of our board of directors since October 1999. Dr. Jin has also served as our chief executive officer and chair of our board of directors from October 1999 to May 2001 and since December 2001. Prior to Telenav, Dr. Jin served as a senior strategy consultant at the McKenna Group, a strategy consulting firm, and as a business strategy and management consultant at McKinsey & Company, a management consulting firm. Dr. Jin was also previously a technical director at Loral Integrated Navigation Communication Satellite Systems, or LINCSS, a division of Loral Space & Communications, Inc., a publicly traded GPS service and engineering company. Dr. Jin holds a B.S. and M.S. in Mechanical Engineering from Harbin Institute of Technology in China and a Ph.D. in Guidance, Navigation and Control, with a Ph.D. minor in Electrical Engineering, from Stanford University. With over 15 years of experience as our president and chief executive officer, Dr. Jin has deep knowledge and understanding of our business. We believe Dr. Jin’s experience as our president and chief executive officer, demonstrated leadership and business acumen, and experience with strategic and operational issues in the location-based services industry gives him insight to the issues facing this industry and brings valuable expertise to our board of directors.

has served as a member of our board of directors since July 2015, and as our lead independent director since February 2020. Mr. Miller served as a member of the board of directors and chair of the audit committee of CareDx, a publicly traded diagnostics company, from July 2016 to May 2017. Mr. Miller served as a member of the board of directors and as chair of the audit committee of Procera Networks, a publicly traded policy enforcement solutions company, from May 2013 to June 2015. Previously, Mr. Miller served as our chief financial officer from May 2006 to June 2012. From July 2005 to May 2006, Mr. Miller served as vice president and chief financial officer of Longboard, Inc., a privately held provider of telecommunications software. From October 1998 to July 2005, Mr. Miller held various management positions at Synplicity, Inc., a publicly traded electronic design automation company, including senior vice president of finance and chief financial officer. Synplicity was acquired by Synopsys, Inc. in May 2008. Mr. Miller also served as chief financial officer of 3DLabs, Inc., a publicly held graphics semiconductor company, and as a partner at Ernst & Young LLP, a professional services organization. Mr. Miller is a certified public accountant (inactive). He holds a B.S.C. in Accounting from Santa Clara University.

has served as a member of our board of directors since October 2017. Mr. Ortiz served as president and chief executive officer and a director of the LoJack Corporation, a provider of after-market vehicle security and protection products and services, from November 2011 until LoJack was acquired by CalAmp Corp. in March 2016. Previously, Mr. Ortiz served as chief executive officer of Carmoza LLC, an auto transport services company, from November 2010 to October 2011 and as director of Carmoza LLC from April 2010 to October 2011. From 2002 until his retirement in 2010, Mr. Ortiz held a variety of senior executive positions at Ford Motor Company, including general manager at Ford and Lincoln-Mercury Sales Operations from 2007 until March 2010, general manager of sales for Ford’s Customer Service Division during 2006, and executive director and general manager of Ford’s Worldwide Export Operations from 2002 to 2005. Previously, Mr. Ortiz held various other management positions at Ford from 1982 through 2002. We believe Mr. Ortiz’s of experience in the automotive industry, together with his executive leadership experience, enables him to provide our board of directors with unique insight into our markets and detailed knowledge of our technology, operations, challenges and opportunities.

has served as a member of our board of directors since July 2012. Since October 2000, Mr. Xie has served as the president and chief executive officer of Fortinet, Inc., a publicly traded network security solutions company, which he Prior to Fortinet, Mr. Xie was the founder, president and chief executive officer of NetScreen Technologies, Inc., a publicly traded provider of network security products, which was acquired by Juniper Networks, Inc., an IP network solutions company, in April 2004. Mr. Xie received a B.S. and an M.S. in Electrical Engineering from Tsinghua University in China and an M.S. in Electrical Engineering from Stanford University, and he is a member of the National Academy of Engineering.

On August 21, 2019, we entered into a letter agreement with Nokomis Capital, L.L.C. and certain related persons (collectively, the “Nokomis Group”), pursuant to which we agreed to nominate Mr. Cummins for as a Class I director at our 2019 annual meeting of stockholders, and the Nokomis Group agreed that, until 11:59 p.m., Pacific time, on the day of our 2020 Annual Meeting (the “Restricted Period”), it will vote all of shares of our common stock that it holds in a manner consistent with the recommendation of our board of directors at any annual or special meeting of our stockholders. In addition, the Nokomis Group has agreed to observe, during the Restricted Period, customary standstill provisions that provide, among other things, that the Nokomis Group will not (a) engage in or in any way participate in a solicitation of proxies with respect to our company; (b) initiate any stockholder proposals; (c) seek representation on our board of directors; or (d) seek to control the management, our board of directors, or the policies of our company. If at any time the Nokomis Group ceases to hold more than five percent of our outstanding stock, Mr. Cummins will offer to resign as a director, and if Mr. Cummins resigns for any reason prior to the expiration of the Restricted Period, all of his granted but unvested equity-based compensation will automatically vest on his date of resignation.

Our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. With the oversight of our board of directors, our senior management is responsible for the

In connection with its oversight of compensation-related risks, our compensation committee reviews management assessments of our compensation programs and practices for its employees, including its executive and programs and practices. In its review, the compensation committee evaluates whether our policies and programs encourage unnecessary or excessive risk-taking and controls, and how such policies and programs are structured with respect to risks and rewards, as well as controls designed to mitigate any risks. The compensation committee also determines whether any risks that may result from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us.

In accordance with the advance notice provisions in our bylaws, our Corporate Secretary must receive director nominations to be considered at any annual meeting of stockholders not less than 45 days, and not more than 75 days, prior to anniversary of the date on which we first mailed proxy materials, or a notice of availability of proxy materials (whichever is earlier), to stockholders in connection with the previous year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the anniversary of the date of the previous year’s annual meeting, then, in order for notice by the stockholder to be timely, our Corporate Secretary must receive such notice not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. “Public Announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document we publicly file with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Where the nominating and governance committee has either identified a prospective nominee or determined that an additional or replacement director is required, the nominating and governance committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, our board of directors or management. While we do not have a formal diversity policy for board membership, the nominating and governance committee seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of our board of directors’ deliberations and decisions. In its evaluation of director candidates, including the members of our board of directors eligible for the nominating and governance committee considers a number of factors, including the following:

In cases where stockholders wish to communicate with our board of directors or any individual member of our board of directors, messages can be sent to our General Counsel at Telenav, Inc., 4655 Great America Parkway, Suite 300, Santa Clara, CA 94054, Attn: General Counsel, or via email to CorporateSecretary@Telenav.com. Our General Counsel monitors these communications and will provide to our board of directors at each regularly scheduled meeting a summary of all messages we receive. Where the nature of a communication warrants, our General Counsel may determine, in his, her or their judgment, to obtain the more immediate attention of the appropriate committee of our board of directors, a director, independent advisor or management, as our General Counsel considers appropriate. Our General Counsel may decide in the exercise of his, her or their judgment whether a response to any stockholder communication is necessary.

is a cofounder of our company and has served as our chief operating officer since February 2020. Mr. Dhanani previously served as of our automotive business unit from January 2014 through February 2020, as our vice president, growth strategy and partnerships from July 2012 to January 2014, as our vice president, products from August 2010 to July 2012 and as our vice president, products and marketing from August 2009 to August 2010. Mr. Dhanani also previously served as our executive director of marketing from March 2009 to July 2009 and as our senior director of marketing from November 1999 to February 2009. From January 1999 to November 1999, Mr. Dhanani served as a consultant at the McKenna Group, a strategy consulting firm. From July 1996 to December 1998, Mr. Dhanani served as an application engineer at Schlumberger Ltd., a technology consulting services company. Mr. Dhanani holds a B.S. in Electrical Engineering from the University of Washington.

has served as our chief financial officer and treasurer since July 2019. From November 2016 to June 2019, Mr. Manzoor served as vice president and controller of the Storage, Big Data and Value Compute business unit at Hewlett Packard Enterprise (“HPE”). He also served as vice president and controller of the Converged Infrastructure business unit at HPE from August 2015 to November 2016. Previously, Mr. Manzoor served as director of strategy and planning at Hewlett Packard (“HP”) from June 2014 to August 2015 and director of investor relations at HP from September 2012 to June 2014. Prior to joining HP, Mr. Manzoor was an auditor at Ernst and Young LLP. Mr. Manzoor holds a degree in Business/Commerce from the University of the Punjab, an MBA from the Asian Institute of Technology and an MS, Accounting and Finance from New Mexico State University.

has served as our chief customer officer since February 2020. Mr. Wahla previously served as of our automotive business unit from January 2014 to February 2020, as our vice president, business development and carrier sales from August 2009 to January 2014 and served as our executive director of business development from May 2005 to August 2009. From April 2003 to May 2005, Mr. Wahla served as a senior product manager at Nextel Communications, a wireless communications company that merged with Sprint Corporation.

has served as our vice president, general counsel and secretary since August 2019. Prior to joining Telenav, Mr. Debenham served as vice president, general counsel and corporate secretary of Aerohive Networks, Inc. from January 2013 to August 2019. Previously, Mr. Debenham served in senior leadership roles at various other technology companies, including: vice president corporate development, general counsel and secretary of Silicor Materials Inc. from August 2010 to January 2013; senior vice president, general counsel and secretary of Asyst Technologies, Inc. from September 2003 to September 2009; and senior vice president, general counsel and secretary of Harris myCFO Inc. from May 2000 to June 2003. Mr. Debenham began his legal career with the law firm of Jackson Tufts Cole & Black, LLP, where he was a partner practicing intellectual property litigation. Mr. Debenham holds an A.B. in History from Stanford University and a J.D. from the University of California, Hastings College of the Law.

We pay nonemployee directors quarterly, in arrears. We cash retainers for nonemployee directors serving on our board of directors, as committee chairs and/or as committee members, as the case may be, for less than a full year.

. Each individual who first joins our board of directors as a nonemployee director whether through election by our stockholders or appointment by our board of directors to fill a vacancy, will receive restricted stock units (“RSUs”) covering that number of shares of our common stock determined as the quotient of (i) $100,000, divided by (ii) the average of the closing sale prices of a share of our common stock on each of the thirty (30) trailing trading days (the “Average Stock Price”), with any fractional share resulting from such quotient rounded down to the nearest whole share of our common stock. However, if the date the individual first joins our board of directors occurs after the date of an annual meeting of our stockholders, then the number of shares of our common stock subject to this initial award will be reduced as provided under the terms of the 2019 Plan. The shares subject to the initial award will vest in equal installments on each of the first three anniversaries of the award. date of grant of such Initial Award, or (B) all of the then-outstanding and unvested portion of the shares subject to the Initial Award as of the date immediately prior to the effectiveness of a Change in Control, provided in each case that the Participant remains a Service Provider through the applicable vesting date (each as defined in the 2019 Plan).

. On each date of an annual meeting of our stockholders each director automatically will receive RSUs covering that number of shares of our common stock determined as the quotient of (i) $100,000, divided by (ii) the Average Stock Price, with any fractional share resulting from such quotient rounded down to the nearest whole share of our common stock. All of the shares subject to the initial award will vest on the earliest to occur of (a) the one (1) year anniversary of award, or (b) the date immediately preceding the date of the next annual meeting following the date of the award.

. The compensation committee of our board of directors is responsible for establishing, implementing and monitoring adherence with our compensation philosophy for our executives. Our board of directors has delegated to the compensation committee the authority and responsibility for establishing and overseeing executive officer salaries, administering the incentive compensation program for executive officers, establishing and overseeing other forms of compensation for our executive officers and for overseeing and administering our equity incentive plans for all employees. The compensation committee seeks to ensure that the total compensation we pay to our executive officers is fair and reasonable. Currently, we have five executive officers. You may find details of our fiscal 2020 compensation for our named executive officers, who are our chief executive officer (“CEO”), our chief financial officer (“CFO”), and three other most highly compensated executive officers who were serving as executive officers at the end of fiscal 2020, in the section entitled “.” We provide compensation and benefits to our named executive officers similar in type to those we provide to our other executive officers and senior managers.

. Our executive compensation program seeks to attract talented, qualified executives to manage and lead our company and to motivate them to pursue and achieve our corporate objectives. We have created a compensation program that includes short-term and long-term components, cash and equity elements, and performance-contingent payments in proportions that we believe will provide appropriate incentives to reward and retain our executives.

. The compensation committee has overall responsibility for determining the compensation of our executive officers, including our chief executive officer. Our board of directors appoints members of the compensation committee. During fiscal 2020, the members of our compensation committee were Ms. Francis and Messrs. Chen, Ortiz, and Xie. Mr. Chen joined the committee in February 2020 (replacing Ms. Francis whose service on the committee ended in November 2019). Mr. Ortiz currently is the chair of the compensation committee. Our board of directors determined that each director serving as a member of our compensation committee during fiscal 2020 is an outside director for purposes of Section 162(m), a nonemployee director for purposes of under the Exchange Act and an independent director as that term is defined under the Nasdaq Global Market rules.

. Our compensation committee engaged Compensia to evaluate our current levels and types of compensation for executive officers and to recommend appropriate changes. Among other activities, Compensia:

•     A10 Networks		•     Inseego
•     Aerohive Networks		•     KVH Industries
•     Agilysys		•     Leaf Group
•     Amber Road		•     Limelight Networks
•     American Software		•     Mitek Systems
•     Brightcove		•     MobileIron
•     Carbonite		•     Model N
•     ChannelAdvisor		•     QAD
•     Digi International		•     RealNetworks
•     Digital Turbine		•     Rimini Street

. Our executive compensation program consists of the following principal components: base salary; an annual cash bonus plan; and long-term equity-based incentive awards. We believe that each of these individual components is useful in achieving one or more of the objectives of our program. Together, we believe these components have been effective in achieving our overall compensation objectives, which include:

. We do not use predefined ratios in determining the allocation of compensation between base salary, bonus and equity components. Rather, we set each executive’s total compensation based on market conditions, geographic considerations, competitive market data and other factors that our compensation committee, in its sole discretion, determines are appropriate. Our executive compensation policies apply equally to all of our executive officers, including our named executive officers. Differences in compensation levels among our executives generally reflect differing skills, experience, responsibilities, peer company and market considerations and relative contributions.

. We pay an annual base salary to each of our executives in order to provide them with a fixed rate of cash compensation during the year.

We strive to tie a substantial part of each executive officer’s compensation to our performance. To this end, we established a formal bonus plan (the “Bonus Plan”) that provides for performance-based cash bonus targets for our employees, including each of our executive officers.

. We grant equity-based incentives to employees, including our executive officers, in order to align more closely employee interests with stockholder interests. Our fiscal 2020 long-term equity compensation program consists of stock options and/or RSUs which we issued under our 2009 Equity Incentive Plan (the “2009 Plan”, prior to its expiration in October 2019) and our 2019 Plan (following its approval by our stockholders, in November 2019). Our compensation committee grants equity incentives to our executive officers to enable them to participate in any long-term appreciation in our stockholder value. Additionally, these equity incentives provide us with a means of retaining our executive officers since the options typically vest over a period of four years and the RSUs typically vest over a period of three or four years, subject to continued service with us. Awards to our executives during our fiscal 2020 included performance-based RSU awards, where vesting would be triggered by achievement of individual stock price performance milestones representing appreciation in the value of our common stock. Our compensation committee believes that inclusion of such performance-based awards more closely aligned long-term equity incentive compensation with the interests of our stockholders in long-term appreciation in the value of their investment in our company.

Generally, we have granted initial equity awards following an executive officer’s start date. We principally base the initial equity award to each executive officer on the prevailing range of our other executives with consideration given to the nature of the job and the individual’s experience, as well as the current market conditions relating to equity ownership of officers in similar positions at our peer group companies. We believe our executive officers’ equity positions as a percentage of total common shares outstanding are at or above median compared to both public and private companies of our size. Furthermore, Dr. Jin and Mr. Dhanani, our hold significant equity positions as a percentage of total common stock outstanding.

Achieving each individual stock price performance milestone will result in one quarter of the shares subject to the PSU Award becoming eligible to vest. If a stock price performance milestone is achieved, then with respect to the PSU Awards approved to Dr. Jin and Messrs. Dhanani and Wahla in September 2019, of the shares that become eligible to vest under the PSU Award upon achievement of that stock price performance milestone shall vest on the date that the compensation committee certifies achievement of the milestone and the remaining of the shares will vest one year later. With respect to the PSU Awards approved to Messrs. Dhanani and Wahla in February 2020, shares eligible to vest upon achieving an individual stock price performance milestone will then vest in four equal, successive, quarterly installments as of the ensuing March 10, June 10, September 10 and December 10, subject to the executive officer’s continued service with us through the respective vesting dates. To the extent that the stock price milestone is not met by March 1, 2024, or extended to March 1, 2025, in the event of an intervening change in control event involving us, the unvested portion of the PSU Award will be forfeited automatically.

In determining equity incentive awards for our named executive officers in fiscal 2020, including the additional awards to Messrs. Dhanani and Wahla discussed above, the compensation committee reviewed Compensia’s analysis of equity compensation practices within the initial comparable companies (as described above under the caption “”), the current unvested equity position of each of our named executive officers, and the current value of outstanding equity awards held by our named executive officers. The compensation committee also consulted with our chief executive officer to obtain his input and suggestions concerning proposed compensation adjustments for such named executive officers (other than himself). The compensation committee also discussed with our chief executive officer proposals relating to his equity compensation, but our chief executive officer did not participate in any deliberations or decisions concerning his equity compensation.

. We maintain a claw back policy, pursuant to which our board of directors has the discretion under specified circumstances to require an executive officer who is involved in wrongful conduct that causes or partially causes a restatement of our financial statements to repay to our company up to the full amount of any incentive compensation (including cash incentive amounts and equity awards) erroneously paid or granted to the executive officer based on the financial statements that were subsequently restated.

. Our U.S.-based executive officers participate in our standard benefit plans, which we offer to all full time U.S.-based employees and include our 401(k) plan. We maintain a 401(k) retirement plan which we intend to be a tax qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. In general, all of our U.S.-based employees are eligible to participate in the 401(k) plan as of the first day of the first full calendar month following the start of their employment. The 401(k) plan provides a salary deferral program pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, equal to $19,000 in 2019 and $19,500 in 2020, and contribute the withheld amount to the 401(k) plan. Participants over age 50 may elect to make additional elective deferral contributions, or contributions, in the statutorily prescribed limit equal to $6,000 in 2019 and $6,500 in 2020. We may, in our sole discretion, make discretionary profit sharing and/or matching contributions to the 401(k) plan on behalf of our employees who are eligible to participate in the 401(k) plan. To date, we have not made any profit sharing contributions, but we generally provide matching employee contributions to the 401(k) plan with up to 4% of an employee’s salary (and capped at $8,000 for each employee), subject to certain vesting conditions.

Unless our board of directors may determine otherwise, members of our board of directors, our executive officers and certain other employees may not pledge our stock as collateral for loans or hold our securities in margin accounts. In addition, we prohibit members of our board of directors, our executive officers, and our employees and consultants from engaging in transactions in publicly traded options and other derivative securities with respect to our securities, including any hedging or similar transaction designed to decrease the risks associated with holding our securities.

. Our board of directors has adopted stock ownership guidelines requiring that our nonemployee directors and executive officers be meaningfully invested in our stock and, therefore, be personally invested in our performance to ensure strong alignment with stockholder interests. Our compensation committee amended these guidelines in August 2020. Pursuant to these guidelines, we require our chief executive officer to own our equity securities equal in value to at least six times the amount of his annual base salary and each of the other named executive officers to own our equity securities equal in value to at least 1.5 times the amount of his, her or their annual base salary at the time the individual was appointed an executive officer. Each new executive officer will have the longer of five years from his, her or their first designation as one of our executive officers or from the date we originally adopted such guidelines to comply with these guidelines. Under these guidelines we credit shares each executive officer or such executive officer’s immediate family members, holds outright or shares held in trust for the benefit of each executive officer or such executive officer’s immediate family, and other shares in which each executive officer holds a beneficial interest. Any shares subject to unexercised stock options, whether vested, and unvested RSUs are not counted when determining ownership under the guidelines. For these purposes, we value shares based upon the fair market value of the shares owned on the filing date of the proxy statement of our then-current fiscal year, or if higher, the value on the date of acquisition. If we determine that a non-employee director or executive, as the case may be, is not in compliance with these requirements, we require that the director or executive then retain 25% of the net shares such director or executive thereafter acquires pursuant to subsequent vesting under any RSUs, until such time as the director or executive demonstrates compliance with these guidelines.

. Prior to 2018, Section 162(m) generally limited to $1,000,000 per person the amount of compensation we paid to our chief executive officer and to each of our three other most highly compensated officers, other than the chief financial officer, that we may deduct for federal income tax purposes in any fiscal year, unless we met certain exemption requirements. Under the rules under Section 162(m), certain performance-based compensation was not subject to the $1,000,000 deduction limit if our stockholders approved and if we otherwise met various other requirements under Section 162(m). However, our ability to rely on the performance-based compensation exception under Section 162(m) was eliminated in 2017 and the $1,000,000 limitation on deductibility generally was expanded to include any individuals serving as our chief executive officer or chief financial officer during the tax year, the next three most highly compensated executive officers during the tax year and any other individual who was considered a covered employee for any prior tax year beginning after 2016. Thus, we generally would not be able to take a deduction for federal income tax purposes in excess of $1,000,000 except if the compensation qualifies for the transition relief applicable to certain arrangements that were in place on November 2, 2017. We cannot guarantee that any compensation paid to our named executive officers qualify for any such transition relief or that any compensation to our named executive officers will be deductible. While our compensation committee has not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers, our compensation committee intends to consider tax deductibility as a factor in compensation decisions.

. From time to time, our board of directors may consider the possibility of an acquisition of us by other companies or other change in control transactions. We recognize that such consideration can be a distraction to our executive officers and could cause them to consider alternative employment opportunities. Our compensation committee believes that providing severance and change in control benefits to our executive officers is imperative to ensure their continued dedication and objectivity, notwithstanding the possibility of a change in control, to provide them with an incentive to continue employment and motivate them to maximize stockholder value in the event of a change in control, and to provide them with enhanced financial security. Under the agreements we approved, each of our executive officers will be entitled to receive certain severance benefits upon certain qualifying employment termination events, including enhanced severance benefits if the employment termination occurs in connection with a change in control. Our compensation committee periodically reviews these agreements to determine whether they provide sufficient retention incentives to our

The compensation committee oversees our compensation policies, plans and benefit programs. The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of with management. Based on such review and discussions, the compensation committee has recommended to our board of directors that the Compensation Discussion and Analysis be included in this Amendment No. 1.

Randy Ortiz (Chair)

Samuel Chen

Ken Xie

We currently have employment agreements or change in control agreements with each of our named executive officers. The employment agreements with our named executive officers provide for employment, base salary, term of the agreement, eligibility to participate in any of our bonus plans or programs, standard employee benefit plan participation and eligibility to receive stock option grants. The employment agreements contain certain severance and change in control benefits in favor of the executives. Provided the employment agreement is not terminated earlier pursuant to its terms, in the event of a Change in Control (as defined below), the agreement provides for an automatic extension of the term of the agreement through the 18 month anniversary of such Change in Control with automatic one year renewals after the 18 month anniversary of the Change in Control unless either party provides notice of nonrenewal at least 60 days prior to the date of automatic renewal.

. In October 2009, we entered into an employment agreement with Dr. Jin. He is eligible to participate in our bonus plans and programs and employee benefit plans in accordance with their terms. He is also entitled to reimbursement for reasonable travel, entertainment or other expenses in furtherance of his duties as an executive officer. The agreement provides that Dr. Jin is an employee and that we or Dr. Jin may terminate his employment at any time. The agreement provides for an initial term of three years with automatic one year renewals unless either party provides notice of nonrenewal at least 60 days prior to the date of automatic renewal. In addition, Dr. Jin is entitled to severance benefits upon termination of employment as we describe below under “.”

. In October 2009, we entered into an employment agreement with Mr. Dhanani. He is eligible to participate in our bonus plans and programs and employee benefit plans in accordance with their terms. Mr. Dhanani is also entitled to reimbursement for reasonable travel, entertainment or other expenses in furtherance of his duties as an executive officer. The agreement provides that he is an employee and that we or Mr. Dhanani may terminate his employment at any time. The agreement provides for an initial term of three years with automatic renewals unless either party provides notice of nonrenewal at least 60 days prior to the date of automatic renewal. In addition, Mr. Dhanani is entitled to severance benefits upon termination of employment as we describe below under “.”

In July 2019, in conjunction with commencement of his employment, we entered into an employment agreement with Mr. Manzoor. He is eligible to participate in our bonus plans and programs and employee benefit plans in accordance with their terms. In conjunction with commencement of employment, we agreed to pay Mr. Manzoor a retention bonus is the amount of $150,000 (which we paid to Mr. Manzoor in September 2020). Mr. Manzoor must repay the amount of the retention bonus to the company in full should his employment with the company terminate under certain conditions within the period following the payment. Mr. Manzoor is also entitled to reimbursement for reasonable travel, entertainment or other expenses in furtherance of his duties as an executive officer. The agreement provides that he is an employee and that we or Mr. Manzoor may terminate his employment at any time. In addition, Mr. Manzoor is entitled to severance benefits upon termination of employment as we describe below under “.”

. In October 2009, we entered into an amended and restated employment agreement with Mr. Wahla. He is eligible to participate in our bonus plans and programs and employee benefit plans in accordance with their terms. Mr. Wahla is also entitled to reimbursement for reasonable travel, entertainment or other expenses in furtherance of his duties as an executive officer. The agreement provides that he is an employee and that we or Mr. Wahla may terminate his employment at any time. The agreement provides for an initial term of three years with automatic renewals unless either party provides notice of nonrenewal at least 60 days prior to the date of automatic renewal. In addition, Mr. Wahla is entitled to severance benefits upon termination of employment as we describe below under “.”

. In August 2019, in conjunction with commencement of his employment, we entered into an employment agreement with Mr. Debenham. He is eligible to participate in our bonus plans and programs and employee benefit plans in accordance with their terms. Mr. Debenham is also entitled to reimbursement for reasonable travel, entertainment or other expenses in furtherance of his duties as an executive officer. The agreement provides that he is an employee and that we or Mr. Debenham may terminate his employment at any time. In addition, Mr. Debenham is entitled to severance benefits upon termination of employment as we describe below under “.”

. In the event that Dr. Jin is terminated other than for Cause, death or disability, and the termination is not upon or within a period before or a period after a Change in Control (the “Change in Control Period”), then, subject to certain conditions as described below, Dr. Jin will be entitled to receive the following:

For each of the performance-based RSU awards we granted to Dr. Jin in October 2018 and September 2019, in the event of a change of control involving our company the award agreements provide that the performance period will be shortened, and we will measure the final performance under the PSU Award based on the consideration our common stockholders would receive in connection with the change in control, as defined in the PSU Award. A number of shares subject to the PSU Award equal to (x) those shares that have become eligible to vest based on actual performance achievement before or in connection with the change in control (“Vest-Eligible Shares”) that have not yet vested on or before the change in control, or (y) if no shares have become Vest-Eligible Shares, then 20% of the target shares subject to the PSU Award, will be scheduled to vest on of the change in control (or if applicable, the earlier, originally scheduled vesting date of the shares based on previous performance achievement and subject to any vesting acceleration applicable to all unvested time-based RSUs provided in Dr. Jin’s employment agreement with respect to an involuntary termination in connection with a change in control of the Company), subject to Dr. Jin’s continued service through the applicable vesting date. Any remaining shares not otherwise eligible to vest will be forfeited.

In order to receive the severance benefits we describe above upon a termination of Dr. Jin’s employment, Dr. Jin is obligated to refrain from soliciting our employees to leave us for a period after the termination of his employment, continue to observe and maintain the confidentiality of all confidential and proprietary information and provide us with an executed separation agreement and release of claims.

. Pursuant to the employment agreements, in the event that we terminate the employment of Messrs. Dhanani, Manzoor, Wahla or Debenham other than for Cause, death or disability, and the termination is not within the Change in Control Period, then, subject to certain conditions as described below, such executive officer will be entitled to receive the following:

For each of the performance-based RSU awards we granted to Messrs. Dhanani and Wahla in September 2019 (each, a “2019 PSU Award”), in the event of a change of control involving our company the award agreements provide that the performance period will be shortened, and we will measure the final performance under the 2019 PSU Award based on the consideration our common stockholders would receive in connection with the change in control, as defined in the 2019 PSU Award. A number of shares subject to the 2019 PSU Award equal to (x) those shares that have become eligible to vest based on actual performance achievement before or in connection with the change in control (“Vest-Eligible Shares”) that have not yet vested on or before the change in control, or (y) if no shares have become Vest-Eligible Shares, then 20% of the target shares subject to the 2019 PSU Award, will be scheduled to vest on of the change in control (or if applicable, the earlier, originally scheduled vesting date of the shares based on previous performance achievement and subject to any vesting acceleration applicable to all unvested time-based RSUs provided in Dr. Jin’s employment agreement with respect to an involuntary termination in connection with a change in control of the Company), subject to Dr. Jin’s continued service through the applicable vesting date. Any remaining shares not otherwise eligible to vest will be forfeited.

In order to receive the severance benefits we describe above upon a termination of employment of Messrs. Dhanani, Manzoor, Wahla or Debenham, such executive officer is obligated to refrain from soliciting our employees to leave us for a period after the termination of his employment, continue to observe and maintain the confidentiality of all confidential and proprietary information and provide us with an executed separation agreement and release of claims.

Notwithstanding the foregoing, a transaction of ours that does not constitute a change in control event under Treasury or (vii) shall not be considered a Change in Control.

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation require us to provide the following information about the ratio of our median employee’s fiscal 2020 total compensation and that of our CEO, Dr. HP Jin.

(including performance bonuses, sales commissions and special or “spot” bonuses) and equity awards received and annualized for the period from July 1, 2019 through June 30, 2020. We annualized the cash compensation for our employees (other than any temporary or seasonal employees) in the applicable employee population who were hired during such period and thus had not worked the full period. With respect to equity awards, we determined the grant date fair value of RSUs, performance-based RSUs and options awarded during fiscal 2020 computed in accordance with FASB ASC Topic 718, using the closing price of our common stock on the date of grant for RSUs, the Monte Carlo valuation method for performance-based RSUs and the Black-Scholes option pricing model for stock options.

For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable exchange rates in effect on June 30, 2020. For employees working outside the United States, we applied to this calculation differentials we obtained from third-party sources. The adjustment factor we used in calculating our employees’ annual total compensation came from a publicly-available database of data (available at for our employees.

As disclosed in the Fiscal 2020 Summary Compensation Table, the total fiscal 2020 compensation we paid for our CEO was $1,660,852. The total fiscal 2020 compensation we paid for our median employee was $150,513. Thus, the ratio of our CEO’s total fiscal 2020 compensation to our median employee’s total fiscal 2020 compensation was 11.0 to 1. Had we not applied a adjustment factor in identifying our median employee, our median employee would have been in our Cluj, Romania office, the employee’s total fiscal 2020 compensation would have been $58,039, and the ratio of our CEO’s annual total fiscal 2020 compensation to our median employee’s total fiscal 2020 compensation would have been 28.6 to 1.