Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2021, Qorvo, Inc. (the "Company") announced the appointment of
Philip Chesley, age 50, as President of the Company's Infrastructure & Defense
Products segment, effective November 1, 2021. Mr. Chesley succeeds James L.
Klein, who previously announced his intention to retire from the Company.
Mr. Chesley most recently served as vice president and general manager of the
Industrial and Communications Business Unit at Renesas. He was previously senior
VP and general manager of the Automotive, Aerospace and Analog Product Group at
Intersil, which was acquired by Renesas in 2017. He joined Intersil in 2004 and
served in several executive leadership roles. Prior to that, he was a founder
and a director at Primarion, a pioneer in software-programmable digital
multiphase power architectures, which was purchased by Infineon.
In connection with Mr. Chesley's appointment, the Compensation Committee of the
Company's Board of Directors approved the following compensation elements: (i)
an annual base salary of $465,000; (ii) a target short-term incentive
opportunity of 90% of base salary under the Company's Short-Term Incentive Plan;
and (iii) an up-front service-based restricted stock unit award with a grant
date value of $3,000,000, vesting in increments of one-third per year over three
years. The Company and Mr. Chesley also entered into a Change in Control
Agreement, the form of which was previously filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 10, 2015.
Item 8.01. Other Events.
On November 3, 2021, the Company issued a press release announcing Mr. Chesley's
appointment as President of the Company's Infrastructure & Defense Products
segment. The press release is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release, dated November 3, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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