01—Abstract
Summary
Summary of the 8-K filed May 7, 2025. Cited figures are marked; the original filing is the authoritative source.
On May 7, 2025, Skyworks Solutions, Inc. announced two senior management transitions.
Mark P. Dentinger will join as Senior Vice President and Chief Financial Officer, and Todd J. Lepinski will join as Senior Vice President, Sales and Marketing, both effective June 2, 2025.
Dentinger will succeed Kris Sennesael, who informed the company on May 1, 2025 that he will resign effective May 9, 2025 and will receive no severance. Until Dentinger starts, CEO Philip G. Brace has been appointed interim principal financial officer and principal accounting officer by the Board on May 5, 2025.
Dentinger's offer letter provides a $625,000a annual base salary, a 100% target cash incentive, a $200,000 signing bonus deemed earned after 24 months, and equity grants including a $2,700,000 RSU award, a $3,200,000 performance share award tied to absolute total shareholder return over three years, a $600,000 FY2025 RSU award, and a $900,000 FY2025 PSA at target that can pay out up to 250%. He will also enter a Change in Control / Severance Agreement. Lepinski will succeed Carlos S.
Bori, who will stay employed through November 17, 2025 under a transition agreement, with compensation continuing but no eligibility for FY2025 incentive plans or new equity awards. For investors, the filing mainly signals a leadership change in finance and sales, with the CEO temporarily covering the CFO duties. The filing does not state the reasons for these transitions beyond the stated voluntary departures.
02—Key points
Key Highlights
- Mark P. Dentinger named Senior Vice President and CFO, effective June 2, 2025; previously CFO at Veritas Technologies and at KLA-Tencor and BEA Systems.
- Kris Sennesael resigns as CFO effective May 9, 2025 to accept another position; no severance benefits.
- Philip G. Brace, CEO and President, appointed interim principal financial and principal accounting officer on May 5, 2025 until Dentinger starts.
- Todd J. Lepinski named Senior Vice President, Sales and Marketing, effective June 2, 2025, succeeding Carlos S. Bori; he was previously SVP Worldwide Sales and Marketing at Synaptics.
- Dentinger's compensation includes a $625,000 base salary, 100% target cash incentive, $200,000 signing bonus, and equity awards totaling $2,700,000 RSU and $3,200,000 performance shares plus FY2025 awards of $600,000 RSU and $900,000 PSA.
- Carlos S. Bori remains employed through November 17, 2025 under a transition agreement and is ineligible for FY2025 incentive plans or new equity awards.
- Dentinger's Change in Control / Severance Agreement provides 1.5 times salary plus the greater of average bonus or target bonus upon qualifying termination following a change in control.
03—Questions
Frequently Asked Questions
Who is replacing the CFO and when does the change take effect?
Mark P. Dentinger will succeed Kris Sennesael as SVP and Chief Financial Officer effective June 2, 2025. Sennesael resigns effective May 9, 2025, and CEO Philip G. Brace serves as interim principal financial and accounting officer until Dentinger starts.
What compensation will the new CFO receive?
Dentinger's offer letter provides a $625,000 annual base salary, a 100% of base salary target cash incentive, and a $200,000 signing bonus deemed earned after 24 months. He will also receive a $2,700,000 RSU award and a $3,200,000 performance share award based on three-year absolute total shareholder return, plus FY2025 awards of a $600,000 RSU and a $900,000 PSA at target that can pay up to 250%.
Does Sennesael receive severance?
No. The filing states that Sennesael will not receive any severance benefits in connection with his voluntary departure.
What changes are happening in sales leadership?
Todd J. Lepinski will become SVP, Sales and Marketing effective June 2, 2025, succeeding Carlos S. Bori. Bori will remain employed through November 17, 2025 to assist with the transition, with his compensation continuing but without eligibility for FY2025 incentive plans or new equity awards.
What severance protections does the new CFO have?
If terminated without cause or for good reason in connection with a change in control, Dentinger receives 1.5 times the sum of his base salary plus the greater of his three-year average bonus or target bonus, 18 months of COBRA contributions, and accelerated vesting of certain equity. Without a change in control, a termination without cause provides 12 months of salary and bonus continuation, 12 months of COBRA contributions, and extended option exercise time.
04—Continue