8-KLeadership ChangesExhibits & Filings

MONOLITHIC POWER SYSTEMS INC 8-K Report, Executive Changes (May 28, 2021)

Filed May 28, 2021For Securities:MPWR

Summary

Monolithic Power Systems, Inc. (MPWR) has filed an 8-K report to announce a significant change in its Board of Directors. The company has appointed Carintia Martinez as a new Class III director, effective immediately, with her term set to expire at the 2022 annual stockholder meeting. Ms. Martinez brings extensive international experience in leadership roles within major automotive and aerospace companies, including her current position as Vice President and Chief Information Officer at Thales Alenia Space. Her appointment is accompanied by standard compensation arrangements for directors, including an initial grant of restricted stock units (RSUs) that vest over two years, and a prorated annual retainer for 2021. The report also details the standard indemnification agreement and confirms no undisclosed related party transactions or prior arrangements influencing her selection. This appointment suggests a move to strengthen the board's expertise, particularly in areas related to technology and global operations.

Key Highlights

  • 1Appointment of Carintia Martinez as a new Class III Director, effective immediately.
  • 2Ms. Martinez brings significant international leadership experience from Thales Alenia Space and Renault Group.
  • 3Her term as director will conclude at the 2022 annual stockholder meeting.
  • 4Ms. Martinez received an initial equity award of 583 restricted stock units (RSUs) with a two-year vesting schedule.
  • 5She will receive a prorated annual Board retainer fee of $70,000 for 2021.
  • 6Standard director indemnification agreement executed with Ms. Martinez.
  • 7No related party transactions or specific selection arrangements were disclosed.

Frequently Asked Questions

Carintia Martinez is a new Class III Director appointed to Monolithic Power Systems' Board. She has a strong background in international leadership, currently serving as Vice President and Chief Information Officer of Thales Alenia Space since January 2018. Prior to that, she held senior positions at Renault Group, including Vice President of Renault-Nissan Alliance Quality and Vice President of Information Systems for Marketing and Sales.

Ms. Martinez will receive a prorated annual Board retainer fee of $70,000 for 2021. Additionally, she was granted an initial equity award of 583 restricted stock units (RSUs), with 50% vesting after one year and the remaining 50% vesting after two years from the grant date. She will also be reimbursed for reasonable expenses incurred in her service.

The RSUs include a provision for accelerated vesting of 100% in the event of a change of control before the two-year anniversary of the grant date, if a successor corporation refuses to assume or substitute the RSUs. She has also entered into the Company's standard form of indemnification agreement, which provides indemnification to the fullest extent permitted by Delaware law.

According to the filing, there are no arrangements or understandings between Ms. Martinez and any other persons regarding her selection as director. Furthermore, there are no related party transactions between the Company and Ms. Martinez that require disclosure under Regulation S-K.