Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
John Forsyth, age 46, has been appointed as President of the Company, effective January 27, 2020. Jason Rhode will continue to serve as the Company’s Chief
Executive Officer and a member of the Company’s Board of Directors. Dr. Rhode had also served as the Company’s President until Mr. Forsyth’s appointment.
Mr. Forsyth joined the Company in August 2014 through the acquisition of Wolfson Microelectronics, where he served as Vice President of Audio Products.
Following that acquisition, from August 2014 until June 2018, Mr. Forsyth served as the Company’s Vice President of Product Marketing. From June 2018 until his appointment as President, he served as the Company’s Chief Strategy Officer.
There are no family relationships between Mr. Forsyth and any director or executive officer of the Company, and Mr. Forsyth has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In his role as President, Mr. Forsyth will receive an annual base salary of $400,000 and will continue to participate in the Company’s 2007 Management and Key
Individual Contributor Incentive Plan (“Management Plan”). Under the Management Plan, Mr. Forsyth is eligible to earn a cash semiannual target bonus of 37.5% of his base annual salary. The bonus is subject to adjustment in accordance with the
Management Plan as described in the Company’s definitive proxy statement dated June 5, 2019 (“Proxy Statement”).
In addition, in connection with his promotion to President, the Compensation Committee approved an award of restricted stock units under the Company’s 2018
Long Term Incentive Plan with a grant date value of $1.5 million. These restricted stock unit awards will be granted on the Company’s next regularly scheduled monthly grant date of February 5, 2020, and 100% of the shares underlying the restricted
stock unit awards will vest on the third anniversary of the grant date. The awards are subject to continued service through the vesting date.
Mr. Forsyth will also continue to participate in the Company’s 2007 Executive Severance and Change of Control Plan (“2007 Severance Plan”). In the event of
Mr. Forsyth’s involuntary termination other than for “cause” (as defined in the 2007 Severance Plan) he would be eligible to receive: (i) a continuation of base salary for a period of up to six months following termination, and (ii) payment in full
of a reasonable estimate of COBRA premiums for three months. If his employment is terminated either by the Company without “cause” or by him for “good reason” within 12 months following a “change of control” of the Company (as each quoted term is
defined in the 2007 Severance Plan), he would be eligible to receive a change of control termination payment, which is comprised of: (i) a lump sum payment equal to 12 months’ base salary, (ii) acceleration in full of any unvested stock options or
any other securities or similar incentive awards that have been granted or issued to him as of the employment termination date, and (iii) payment in full of a reasonable estimate of COBRA premiums for 12 months. In addition, he would have until six
months from the employment termination date to exercise any vested options, except that no option would be exercisable after the option’s original expiration date.
Mr. Forsyth’s compensation will be subject to the standard annual review and adjustment by the Company’s Compensation Committee as described in the Proxy
Statement.
On January 29, 2020, the Company issued a press release announcing Mr. Forsyth’s appointment as President. A copy of the press release is attached hereto as
Exhibit 99.3 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Upon recommendation of the Governance and Nominating Committee, the Board of Directors of the Company approved an amendment and restatement of the Company’s
bylaws (“Bylaws”) effective January 27, 2020 to (i) more clearly define the roles of chief executive officer and president to reflect that those positions may be held by separate individuals, and (ii) effect additional minor clarifications and
revisions.
The foregoing does not constitute a complete summary of the amendments to the Company’s restated Bylaws and is qualified in its entirety by reference to the
complete text of the restated Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.