Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Principal Financial Officer
On June 29, 2023, the Company announced that Steffen Pietzke will resign as Chief Financial Officer of Enovix Corporation (the “Company”), effective as of July 9, 2023. Mr. Pietzke’s decision to resign is not the result of any disagreement with the Company regarding the Company’s operations, policies or practices.
In connection with Mr. Pietzke’s resignation, on June 28, 2023 the Company and Mr. Pietzke entered into a Separation Agreement (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Mr. Pietzke will resign as the Company’s Chief Financial Officer as of July 9, 2023 (the “Separation Date”). Subject to, and conditioned upon, Mr. Pietzke’s execution of the Separation Agreement and non-revocation of a release of claims against the Company and compliance with covenants covering confidentiality and non-disparagement for an indefinite period, Mr. Pietzke will be entitled to: (i) cash severance in an amount equal to nine months’ of Mr. Pietzke’s base salary in effect as of the Separation Date, payable in installments commencing on the Company’s first regular payroll date that is at least one week following the Separation Date, (ii) payment of continued health coverage for him and his eligible dependents under COBRA for a period of nine months, or a taxable payment in lieu of such payment, (iii) acceleration of the vesting of 18 months of unvested shares subject to Mr. Pietzke’s equity awards measured from the Separation Date, and (iv) a pro-rated amount of his target bonus in effect for the current fiscal year, payable in a lump sum at the same time annual bonuses are paid to other of the Company’s employees ((i) through (iv), collectively, the “Separation Severance Benefits”). The Separation Severance Benefits shall supersede and replace in entirety any severance benefits that Mr. Pietzke is entitled to pursuant to that certain Amended and Restated Employment Agreement, dated May 28, 2021, by and between the Company and Mr. Pietzke, filed as Exhibit 10.23 to the Company’s Current Report on Form 8-K, filed with the SEC on July 19, 2021.
Pursuant to the terms of the Separation Agreement, commencing on the day following the Separation Date, Mr. Pietzke will continue to provide services to the Company as a consultant for up to six months. As the sole consideration for such consulting services, the Company will grant Mr. Pietzke a restricted stock unit award (an “RSU”) under the Company’s 2021 Equity Incentive Plan (the “Plan”) for shares of the Company’s Common Stock, par value $0.0001 per share, equivalent to $400,000 (the “Pietzke RSU”). The Pietzke RSU shall vest in six equal monthly installments subject to Mr. Pietzke’s continuous service to the Company.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending July 2, 2023.
Appointment of Principal Financial Officer
On June 29, 2023, the Company announced that Mr. Pietzke’s successor, Farhan Ahmad, had been appointed Chief Financial Officer of the Company. Mr. Ahmad’s appointment is effective as of, and he is expected to begin serving as the Company’s Chief Financial Officer on, July 10, 2023.
From July of 2018 through June of 2023, Mr. Ahmad held certain roles at Micron Technology, Inc., a publicly-traded global semiconductor company, including Vice President, Investor Relations and Finance Strategy and Senior Director, Head of Investor Relations, and was responsible for driving long range strategic planning and cost competitiveness. From January 2011 through July 2018, Mr. Ahmad served as Senior Analyst, Semiconductor and Semiconductor Capital Equipment Research at Credit Suisse L.L.C., a financial services company, where he covered a wide range of stocks across Semiconductors, Semiconductor Capital Equipment and Cleantech. From April 1999 through January 2011, Mr. Ahmad held various roles at Applied Materials, Inc., a publicly traded semiconductor equipment manufacturer, including Strategic Marketing Manager, Global Product Manager, Key Account Technologist and Lead Process Engineer. Mr. Ahmad has been granted three patents in semiconductor processing technology. Mr. Ahmad received a Bachelor of Technology in Chemical Engineering from the Indian Institute of Technology Kanpur and a Masters in Business Administration from UC Berkeley.
Pursuant to Mr. Ahmad’s employment agreement with the Company (the “Employment Agreement”), Mr. Ahmad will receive an annual base salary of $380,000. In addition, Mr. Ahmad is eligible for an annual discretionary cash bonus, with a target amount equal to 60% of his base salary, based on the achievement of specific performance goals and subject to the terms and conditions of the Company’s Annual Incentive Plan and the approval of the Company’s Board of Directors (the “Board”).