01—Abstract
Summary
Summary of the 8-K filed February 6, 2025. Cited figures are marked; the original filing is the authoritative source.
Skyworks Solutions, Inc. (Nasdaq: SWKS) announced a CEO succession in this 8-K.
Philip G. Brace, previously Executive Chairman of Inseego Corp., will become President and Chief Executive Officer and a director effective February 17, 2025 (the Transition Date), succeeding Liam K. Griffin, who steps down from those roles on that date.
The Board also accepted Mr. Griffin's resignation as a director effective February 4, 2025, and appointed Christine King, the Lead Independent Director, as Chairman of the Board. The filing states that the board ran a succession process with the help of an executive search firm. The filing sets out Mr. Brace's compensation.
His offer letter provides an annual base salary of $900,000a and a cash incentive target of 160% of base salary. He will receive a performance share award with a grant value of $30 million, earnable against stock price hurdles over a four-year performance period, plus FY2025 RSU and PSA awards valued at $2.88 million and $4.32 million, respectively. These are inducement grants outside the company's long-term incentive plan.
He may also receive up to $300,000b in relocation reimbursement. He will enter a Change in Control / Severance Agreement with tiered severance: two times salary plus target bonus following a change in control, and one and a half times without one. Mr. Griffin will remain as a non-executive employee for three months after the Transition Date at his existing base salary rate.
On departure he receives separation benefits under his existing severance agreement, with a prorated portion (estimated at about 5,934 shares) of his FY2025 RSU vesting and none of his FY2025 PSA vesting. The same day, the company issued a press release (Exhibit 99.1) announcing the succession and reported first-quarter fiscal 2025 results in a separate release, with a conference call at 4:30 p.m. EST.
02—Key points
Key Highlights
- Philip G. Brace, age 54, to become President and CEO and a director effective February 17, 2025, succeeding Liam K. Griffin.
- Christine King, Lead Independent Director since 2019, appointed Chairman of the Board effective February 4, 2025, after Mr. Griffin resigned as a director.
- Mr. Brace's offer letter provides a $900,000 annual base salary and a target cash incentive of 160% of base salary.
- New hire performance share award with a $30,000,000 grant value, vesting against stock price hurdles over a four-year period beginning on the second anniversary of the Transition Date.
- FY2025 RSU ($2,880,000 grant value) and FY2025 PSA ($4,320,000 target grant value, payable up to 250% of target) granted as inducement awards outside the 2015 Long-Term Incentive Plan.
- Change in Control / Severance Agreement provides 2x salary plus target bonus after a change in control, and 1.5x without one.
- Mr. Griffin remains in a non-executive role for three months after the Transition Date, with a prorated portion of his FY2025 RSU vesting on departure and none of his FY2025 PSA.
03—Questions
Frequently Asked Questions
When does the CEO transition take effect?
Philip G. Brace becomes President and Chief Executive Officer and a member of the Board effective February 17, 2025, the Transition Date. Liam K. Griffin steps down from his executive roles as of that date.
Who is the new Chairman of the Board, and what happened to Mr. Griffin's board seat?
Christine King, the Lead Independent Director, was appointed Chairman effective February 4, 2025. Mr. Griffin resigned from the Board effective the same day.
What is Mr. Brace's compensation package?
The offer letter provides a $900,000 annual base salary and a target annual cash incentive of 160% of base salary. He will receive a $30,000,000 performance share award tied to stock price hurdles, plus FY2025 RSU ($2,880,000) and PSA ($4,320,000 at target) awards. He may also receive up to $300,000 in relocation reimbursement.
What severance protections does Mr. Brace have?
If terminated without cause or for good reason in connection with a change in control, he receives two times the sum of base salary and target bonus, plus COBRA contributions for 18 months and equity acceleration. Outside a change in control, he receives one and a half times the sum of base salary and target bonus, plus COBRA contributions for 15 months and equity acceleration.
What are Mr. Griffin's departure terms?
Mr. Griffin stays on as a non-executive employee for three months after the Transition Date at his existing base salary rate, to ease the transition. He receives separation benefits under his existing severance agreement, a prorated portion of his FY2025 RSU award (estimated at about 5,934 shares) will vest, and none of his FY2025 PSA will vest.
04—Continue