Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 9, 2007, Scott D. Howarth was elected to serve as President and Chief Financial Officer of Integrated
Silicon Solution, Inc. (the Company). Mr. Howarth has served as the Companys Vice Present and Chief Financial Officer since February 2006. Mr. Howarth also serves as Secretary of the Company. Prior to joining the Company,
Mr. Howarth had served as Vice President of Finance and Administration and Chief Financial Officer of Chrontel, Inc., a San Jose, California based fabless semiconductor company, since 2001. Prior to joining Chrontel, he had been at Scout
Electromedia, a wireless device company, since 2000. Mr. Howarth also worked for 16 years at Intel Corporation in various assignments in the financial arena. Mr. Howarth is 47 years old. There are no family relationships among
Mr. Howarth and any directors or other executive officers of the Company. Mr. Howarths promotion will be effective on December 1, 2007. Prior to Mr. Howarths election, Jimmy Lee served as the Companys President.
Mr. Lee will continue to serve as the Companys Chairman and Chief Executive Officer.
Mr. Howarth does not have an
employment contract with the Company to serve for any specific term. He signed an offer letter with the Company in January 2006 which was described in the Companys Current Report on Form 8-K dated January 9, 2006. In connection with
Mr. Howarths election as President, the Compensation Committee of the Board of Directors approved an increase in his annual base salary from $250,000 to $275,000.
On November 9, 2007, the Compensation Committee of the Board of Directors approved increases in the salaries of the Companys officers effective
October 1, 2007. Mr. Lees annual base salary was increased by $60,000 to $350,000, Mr. KY Hans annual base salary was increased by $10,000 to $250,000, Mr. James Hans annual base salary was increased by
$30,000 to $250,000, and Mr. Howarths annual base salary was increased by $15,000 to $250,000. Also, the Compensation Committee approved an executive bonus plan for fiscal 2008 (the Bonus Plan). Under the Bonus Plan, the
Companys executive officers are eligible to receive cash bonuses which will be based 90% on the Companys performance in 2008 and 10% based on the individuals performance as determined at the discretion of the Compensation
Committee. Of the total bonus, 50% will be based on the Companys EBITDA level, 25% will be based on specific product revenue, and 15% will be based on inventory management. The bonus target for Mr. Lee is $150,000 and the bonus target for each
of Messrs. Howarth, K.Y. Han and James Han is $100,000. The specific bonus goals are not being disclosed because the Company believes that such disclosure would cause it competitive harm.
On November 6, 2007, Mr. Ping Ko informed the Companys Board of Directors that he was resigning from the Board of Directors because the
Companys process to select a potential new Chief Executive Officer was highly irregular and not in the best interest of the company. On November 7, 2007, Mr. Ko clarified that he would continue to serve until the
Companys next annual meeting of stockholders in 2008, further stating that he would not stand for reelection because he was not happy about the way the CEO selection process has been managed but understood that the process
will be rectified in the coming [board of directors] meeting, which I think is appropriate. On November 8, 2007, Mr. Ko further stated that he was resigning from the Board for personal reasons and not due to any disagreement
with the company. I will remain on the Board until the next Annual Shareholder meeting. Mr. Ko voted in favor of Mr. Howarths election as President of the Company. Mr. Ko is a member of the following Board committees:
Audit, Compensation, Nominating and Litigation. He was elected to the Compensation Committee on October 18, 2007.