Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On July 22, 2021, Tyson Tuttle, the Chief Executive Officer ("CEO") of Silicon Laboratories Inc. (the "Company"), informed the Board of Directors of the Company of his decision to retire as CEO and as a member of the Board of Directors effective January 1, 2022. Mr. Tuttle recommended that the Board appoint Matt Johnson as his successor as contemplated by the Company's succession plan. Following 24 years of service at the Company, including nine years as CEO, Mr. Tuttle believes that the Company's strong position makes this an appropriate time for an orderly transition in leadership. The Board of Directors requested that Mr. Tuttle continue his service to the Company as an advisor on the Company's Technical Advisory Board following the conclusion of his service as CEO.

(c) On July 22, 2021, the Board of Directors appointed the Company's President Matt Johnson to serve as the Company's CEO beginning on January 2, 2022. Mr. Johnson, age 45, has served as the Company's President since April 2021 and as the Company's Senior Vice President and General Manager of IoT Products since July 2018. Prior to joining the Company, Mr. Johnson served as senior vice president and general manager of automotive processing products and software development at NXP Semiconductors and Freescale from 2016 to June 2018. He holds a bachelor's degree in electrical engineering technology from the University of Maine and has completed executive programs at Harvard Business School and Stanford University.

The press release announcing the appointment of Mr. Johnson is attached hereto as Exhibit 99.1.

(e) On July 27, 2021, Mr. Tuttle and the Company entered into a CEO Transition Agreement which replaces his CEO Severance Agreement. The CEO Transition Agreement contemplates that Mr. Tuttle will continue to serve as the Company's CEO until January 1, 2022 (the "Separation Date"). At that time, he will receive a lump sum payment of (a) 100% of annual base salary, (b) 100% of target variable compensation for a full fiscal year, (c) any actual earned bonus for the 2021 fiscal year, and (d) a lump sum equal to the pre-tax cost of 12 months of continued COBRA coverage. In the event of a Change in Control Termination or Non-CIC Termination (as defined in the CEO Transition Agreement) prior to the Separation Date, the CEO Transition Agreement provides that Mr. Tuttle would instead receive the same benefits previously provided under the CEO Severance Agreement.

Thereafter, as an advisor on the Company's Technical Advisory Board, Mr. Tuttle will: (i) receive credit for continued service for purposes of his outstanding equity awards, (ii) be eligible to receive equity awards (members have received annual grants of restricted stock units with a grant date value of $50,000 which vest over two years) and (iii) receive an annual cash retainer of $5,000.

The foregoing description is subject to, and qualified in its entirety by, the CEO Transition Agreement. The CEO Transition Agreement is attached hereto as Exhibit 10.1 and the terms thereof are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits.



  10.1     CEO Transition Agreement between G. Tyson Tuttle and Silicon
         Laboratories Inc. dated July 27, 2021

  99.1     Press Release of Silicon Laboratories Inc. dated July 28, 2021

104      Cover Page Interactive Data File (formatted as Inline XBRL and contained
         in Exhibit 101)

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