Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Fiscal Year 2021 Performance-Based Restricted Stock Award Targets and
Performance Criteria
On May 12, 2020, the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of Qorvo, Inc. (the "Company") approved awards of
performance-based restricted stock units ("Awards") in accordance with the
Qorvo, Inc. 2012 Stock Incentive Plan, as amended (the "2012 Plan"), to each of
the Company's named executive officers. The purpose of these Awards is to link a
portion of each named executive officer's equity compensation to achievement of
key Company initiatives that the Committee believes have a strong potential to
impact longer-term stockholder value creation. The fair market value for each
share of restricted stock underlying each Award was established by the Committee
in accordance with the 2012 Plan at $100.67 per share, which was the closing
price of the Company's common stock as reported on the Nasdaq Global Select
Market on May 12, 2020. Each Award, in addition to being subject to customary
terms and conditions as set forth in the 2012 Plan and respective Award
agreement, is subject to specified performance and service conditions and
represents a contingent right to receive an amount of the Company's common stock
at a future date.
Each Award will be earned by each named executive officer to the extent the
Company achieves at least one, and up to eleven, performance objectives (the
"Performance Objectives") established by the Committee. Eight of the Performance
Objectives have between two and five sub-objectives that can be separately met.
Nine Performance Objectives must be satisfied during the Company's current
fiscal year ending April 3, 2021, one Performance Objective must be completed by
May 1, 2021 and one Performance Objective must be completed no later than
September 30, 2021 (each a "Measurement Date"). Each Performance Objective and
sub-objective is separately weighted and expressed as a percentage of a target
number of common shares. If a Performance Objective or sub-objective is met, the
named executive officer will be granted an Award for a number of shares equal to
the target multiplied by the applicable percentage earned and assigned to such
Performance Objective or sub-objective. The named executive officer may earn up
to 150% of the target number of Awards if all Performance Objectives are met in
full. The Performance Objectives relate to securing specific design wins, making
specific R&D-related improvements, implementing or realizing specific
manufacturing-related and operational improvements, further improving
environmental performance, developing or qualifying specific product and process
technologies, and making key IT-related improvements. The shares of restricted
stock earned by the named executive officer with respect to a Performance
Objective, if any, will vest over a three-year period, with 50% vesting upon
certification of the level of achievement by the Committee after the applicable
Measurement Date for the applicable Performance Objective and the remaining 50%
vesting in equal annual installments over each of the following two years. No
shares are issued unless, and then only to the extent that, an Award is both
earned and vested.
Subject to satisfaction of the Performance Objectives, each named executive
officer will be eligible to receive shares of restricted common stock of the
Company up to the maximum number of shares set forth below:
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Name Maximum Award
(if all eleven Performance Objectives
are fully achieved)
Robert A. Bruggeworth 60,345
President and Chief Executive Officer
Mark J. Murphy 17,880
Chief Financial Officer
Steven E. Creviston 17,880
Corporate Vice President and
President of Mobile Products
James L. Klein 14,304
Corporate Vice President and
President of Infrastructure and
Defense Products
Paul J. Fego 14,304
Corporate Vice President of Global
Operations
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