Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 3, 2022, the Board of Directors (the "Board") of Applied Materials,
Inc. (the "Company") appointed Brice Hill, age 55, Senior Vice President, Chief
Financial Officer, of the Company, effective on March 7, 2022 (the "Effective
Date"). Mr. Hill will succeed Robert J. Halliday, the Company's interim Chief
Financial Officer. Mr. Halliday will remain with the Company to support a smooth
transition and resume his role as a Corporate Vice President and Advisor.
Mr. Hill was Executive Vice President and Chief Financial Officer of Xilinx,
Inc., a company that designed and developed programmable devices and associated
technologies, from April 2020 until its acquisition by Advanced Micro Devices,
Inc. in February 2022. Prior to Xilinx, Mr. Hill served in various finance
positions with Intel Corporation for 25 years, most recently as Corporate Vice
President and Chief Financial Officer and Chief Operating Officer, Technology,
Systems and Core Engineering Group.
Mr. Hill's offer letter with the Company provides that he will receive an annual
base salary of $675,000 and will be eligible to earn a target bonus of 135% of
his base salary under the Company's Senior Executive Bonus Plan beginning in
fiscal year 2022. Actual bonus earned, if any, will be subject to the terms of
the plan and based on achievement of performance goals established by the Human
Resources and Compensation Committee (the "HRCC") of the Board.
Mr. Hill will also receive a sign-on bonus payment of $2,000,000 after 30 days
of continuous employment with the Company. The sign-on bonus, less any amounts
withheld by the Company for taxes, will be subject to: (i) full repayment if
Mr. Hill voluntarily resigns or the Company terminates his employment for cause
prior to the first anniversary of the Effective Date, and (ii) pro-rata
repayment if Mr. Hill voluntarily resigns or the Company terminates his
employment for cause on or after the first anniversary and prior to the second
anniversary of the Effective Date.
Mr. Hill will be granted a long-term incentive award of restricted stock units
with a value of $8,500,000. The award shall be scheduled to vest in three equal
installments on April 1 of each of 2023, 2024 and 2025, subject to Mr. Hill's
continued employment with the Company through each applicable vesting date. The
number of restricted stock units underlying the award shall be determined by
dividing the stated value of the award by the closing price of the Company's
common stock on the Effective Date. In addition, Mr. Hill will be eligible for a
long-term incentive award with a value of no less than $4,250,000, which award
would be granted at the next Company regular annual equity grant cycle, with the
terms and value to be approved by the HRCC in accordance with the regular annual
equity grant process.
Mr. Hill will be eligible to receive relocation benefits and to participate in
employee benefit plans and arrangements generally available to the Company's
U.S. employees and similarly-situated senior executives of the Company.
There are no arrangements or understandings between Mr. Hill and any other
persons pursuant to which he was appointed as Chief Financial Officer. There are
no family relationships between Mr. Hill and any director or executive officer
of the Company. Mr. Hill has not engaged in any related person transaction (as
defined in Item 404(a) of Regulation S-K) with the Company.
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Item 7.01 Regulation FD Disclosure.
On March 7, 2022, the Company issued a press release announcing the appointment
of Mr. Hill. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release issued by Applied Materials, Inc. dated March 7, 2022
104 Cover Page Interactive Data File (formatted as inline XBRL)
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