SAN JOSE, Calif., March 27, 2017 /PRNewswire/ -- In response
to the recent award of 232,558 restricted stock units, currently
worth approximately $3.25 million, to
Ray Bingham, executive chairman
of Cypress Semiconductor Corporation (NASDAQ: CY) ("Cypress"
or "the Company"), Camillo Martino
and J. Daniel McCranie, nominees for
election to the Cypress Board of Directors at the 2017 Annual
Meeting of Stockholders, and T.J.
Rodgers, founder and former CEO of Cypress and the Company's
largest individual stockholder, (collectively "CypressFirst") today
issued the following statement:
"Even during a period where Ray
Bingham's excessive and unnecessary compensation is the
subject of stockholder scrutiny, Cypress has awarded Mr. Bingham
restricted stock units currently worth about $3.25 million. Mr. Bingham's equity vests over
three years and is contingent only on being 'an employee in good
standing of the Company through the applicable vesting date,' which
suggests that Cypress does not regard Mr. Bingham's executive
chairmanship as the temporary position it was originally defined to
be."
This grant vests quarterly in equal installments over a period
of three years from the date of grant. The award was disclosed by
the Company on March 22, 2017, in a
filing on Form 8-K (http://cypressfirst.com/pdf/Cypress-8k.pdf)
with the Securities and Exchange Commission (SEC). CypressFirst
contrasted the terms of the grant to Mr. Bingham with the grants to
other employees described in the same 8-K. Those grants to
the Company's Chief Executive Officer (Hassane El-Khoury), Chief Financial Officer
(Thad Trent), and Executive Vice
President, Operations & Technology (Dana C. Nazarian) are based both service and
performance. In the case of every top officer except Mr. Bingham,
the Compensation Committee, under the leadership of lead
independent director Eric Benhamou,
set the milestones under which participants are eligible to earn
Performance-based Restricted Stock (PARS) under the 2017 PARS
Program with approximately 55 percent based on performance
milestones and approximately 45 percent based on service
milestones. The performance-based components of the PARS
grants include debt leverage, profit before tax, strategic
initiatives, gross margin and revenue growth. Mr. Bingham's award,
however, is subject to none of the listed performance criteria.
"It's hard to miss the sharp contrast between other Cypress
executive officers, who must meet certain defined performance
milestones as part of their equity compensation, and Mr.
Bingham. To expect stockholders to finance such an
extravagant compensation arrangement without submitting Mr. Bingham
to the same performance standards as other executives speaks poorly
as to Mr. Bingham's commitment as an executive of the Company. And
while Cypress makes equity grants to their outside directors that
are not performance-based, the grants that have thus far been made
to Mr. Bingham as executive chairman are more than 22 times greater
than an annual grant made to one of Cypress's outside
directors."
Cypress shareholders are encouraged to visit
www.CypressFirst.com for further information regarding Mr.
Bingham's excessive pay and conflicts of interest.
For additional information or assistance, please contact
MacKenzie Partners, Inc., the firm assisting Mr. Rodgers in his
solicitation of proxies:
105 Madison Avenue
New York, New York 10016
CypressFirst@mackenziepartners.com
Toll-Free (800) 322-2885
Additional Information and Where to Find It
T.J. Rodgers is the founding CEO
of the Company. Rodgers, J. Daniel
McCranie and Camillo Martino
may be deemed to be participants in the solicitation of proxies
from stockholders in connection with the 2017 Annual Meeting of
Stockholders (the "Annual Meeting") of the Company. Rodgers,
McCranie and Martino have filed a preliminary proxy statement (the
"CypressFirst Proxy Statement") and accompanying proxy card with
the Securities and Exchange Commission (the "SEC") in connection
with his solicitation of proxies for the Annual Meeting.
Rodgers owns or controls voting of 8,727,619 shares of the
Company's common stock. McCranie and Martino own 25,000 and
10,000 shares, respectively, of the Company's common stock.
Additional information regarding such participants, including their
direct or indirect interests, by security holdings or otherwise,
are included in the CypressFirst Proxy Statement and may be
included in other relevant documents to be filed with the SEC in
connection with the Annual Meeting.
Promptly after filing the definitive CypressFirst Proxy
Statement with the SEC, Rodgers, McCranie and Martino intend to
mail the definitive CypressFirst Proxy Statement and a proxy card
pursuant to applicable SEC rules. STOCKHOLDERS ARE URGED TO READ
THE CYPRESSFIRST PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT RODGERS,
McCRANIE AND MARTINO HAVE FILED OR WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Stockholders may obtain, free of charge, copies of the
definitive CypressFirst Proxy Statement and any other related
documents filed by Rodgers with respect to the Company with the SEC
in connection with the Annual Meeting at the SEC's website
(http://www.sec.gov). In addition, copies of such materials,
when available, may be requested free of charge from Rodgers's
proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue,
New York, NY 10016 or toll-free at
(800) 322-2885 or by email: CypressFirst@mackenziepartners.com.
About J. Daniel
McCranie
J. Daniel McCranie is currently Chairman at ON
Semiconductor Corp. and previously served as Non-Executive Chairman
at Freescale Semiconductor, Inc. He has served on the Board of
Directors at Mentor Graphics Corp. since 2012. He served on the
Board of Directors of Cypress Semiconductor Corp. from 2005 through
2014. He has served as Chairman of Actel Corporation, Chairman of
Virage Logic, Inc, Chairman of Xicor Corporation, and Board
Director of California Microdevices, Inc. McCranie was previously
employed as Executive Vice President- Sales & Applications by
Cypress Semiconductor Corp., President & Chief Executive
Officer by Virage Logic Corp., Vice President-Sales & Marketing
by Cypress Semiconductor Corp., and Chairman, President & Chief
Executive Officer by SEEQ Technology, Inc.
About Camillo Martino
Camillo Martino has served as a member of the Board of
Directors of MagnaChip Semiconductor Corp. since August 2016. Martino has served as a member of
the Board of Directors of VVDN Technologies, a private company,
since March 2016 and as Vice Chairman
of the Board of Directors of SAI Technology, Inc., a private
company, since April 2015.
Previously, he served as director and CEO of Silicon
Image, Inc.; COO at SAI Technology Inc.; and President, CEO
and Director of Cornice Inc. He also served as Executive Vice
President and COO of chipmaker Zoran Corporation. His career began
at National Semiconductor Corporation, where he held multiple
positions over a nearly 14-year tenure at the Company.
About T.J. Rodgers
T.J. Rodgers co-founded Cypress
Semiconductor Corporation in 1982 and served as the Company's
President and Chief Executive Officer until April 2016 and as a member of its Board of
Directors until August 2016. He is a
former chairman of the Semiconductor Industry Association (SIA) and
SunPower Corp. and currently sits on the boards of directors of
high-technology companies, including Bloom Energy (fuel cells),
Enphase (solar energy electronics), WaterBit (precision
agriculture) and Enovix (silicon lithium-ion batteries). He has
been honored for his foundational support over a 20-year period of
the Second Harvest Food Bank of Santa
Clara and San Mateo
Counties and the California Association of African American
Educators. Rodgers received his bachelor's degree from Dartmouth College, graduating as salutatorian with
majors in chemistry and physics. He received his master's degree
and Ph.D. in electrical engineering from Stanford University. While pursuing his Ph.D.
degree, Rodgers invented the VMOS process technology, which he
later licensed to American Microsystems, Inc.
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SOURCE T.J. Rodgers