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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