8-KLeadership ChangesExhibits & Filings

MICRON TECHNOLOGY INC 8-K Report, Executive Changes (Apr 28, 2017)

Filed April 28, 2017For Securities:MU

Summary

Micron Technology, Inc. (MU) has announced a significant leadership change via an 8-K filing on April 27, 2017, reporting an event date of April 25, 2017. The key development is the appointment of Sanjay Mehrotra as the new President, Chief Executive Officer, and a director of the Company, effective May 8, 2017. Mr. Mehrotra brings extensive experience to Micron, having co-founded and led SanDisk Corporation as its CEO from 2011 to 2016, overseeing its growth into a leading Fortune 500 company and its subsequent $16 billion sale to Western Digital. This appointment marks a strategic move for Micron, bringing in a seasoned leader with a proven track record in the non-volatile semiconductor memory industry. The filing details Mr. Mehrotra's compensation package, including a substantial base salary, performance-based incentive plan, and significant equity awards, underscoring the company's commitment to attracting and retaining top talent. Concurrently, D. Mark Durcan will step down as CEO on May 8, 2017, but will remain with the company as an advisor to ensure a smooth leadership transition, also resigning from the Board of Directors on the same date.

Key Highlights

  • 1Sanjay Mehrotra appointed as President, CEO, and Director, effective May 8, 2017.
  • 2Mr. Mehrotra has extensive experience, including co-founding and leading SanDisk as CEO, which was acquired for $16 billion.
  • 3Compensation for Mr. Mehrotra includes an annual base salary of $1,200,000.
  • 4He is eligible for a target payout of 150% of his base salary under the Executive Officer Performance Incentive Plan (EIP).
  • 5Significant equity awards include an LTI award for fiscal 2017 valued at approximately $4.6 million and a one-time inducement award of $9 million, both vesting over four years.
  • 6D. Mark Durcan will step down as CEO on May 8, 2017, and serve as an advisor until early August for a smooth transition.
  • 7Mr. Durcan will resign from the Board of Directors on May 8, 2017.

Frequently Asked Questions

Sanjay Mehrotra is the newly appointed President, CEO, and Director of Micron Technology. He is a co-founder of SanDisk Corporation and served as its CEO from 2011 to 2016, leading it to a $16 billion acquisition by Western Digital. He has over 35 years of experience in the non-volatile semiconductor memory industry.

Mr. Mehrotra will receive an annual base salary of $1,200,000, a target incentive payout of 150% of his base salary, and significant equity awards. These include a prorated LTI award for fiscal 2017 with a grant date fair value of approximately $4.6 million and a one-time inducement award of $9 million, both vesting over four years. For fiscal 2018, his LTI award is expected to be at least $10 million.

D. Mark Durcan is stepping down as CEO to facilitate a leadership transition, with Sanjay Mehrotra taking over the role. Mr. Durcan will remain with Micron as an advisor to the new CEO until early August to ensure a seamless handover of duties. He will also resign from the Board of Directors.

In case of termination without cause, disability, death, or resignation for good reason, Mr. Mehrotra is entitled to salary continuation for two years, a prorated annual bonus, an additional bonus equal to two times his target annual bonus, continued vesting of equity awards for one year, and continued medical benefits and employer qualified plan matching for two years. Specific terms apply regarding 'change in control' events and potential forfeiture of the inducement award if he resigns for good reason prior to a change in control and becomes employed elsewhere within a year.