Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. OnJanuary 23, 2023 , the board of directors (the "Board") ofWolfspeed, Inc. (the "Company") voted to increase the size of the Board from nine (9) to ten (10) directors and electedStacy J. Smith , age 60, as a member of the Board to fill the resulting vacancy. The Board also appointedMr. Smith as a member of the Board's Audit Committee andGovernance and Nominations Committee , with such appointments effective as ofJanuary 23, 2023 .Mr. Smith has served as Executive Chairman ofKioxia Corporation (formerlyToshiba Memory Corporation ) sinceOctober 2018 and as non-executive chair and member of the board of directors of Autodesk, Inc. (Nasdaq: ADSK) sinceJune 2018 andNovember 2011 , respectively.Mr. Smith also previously served on the board of directors ofMetromile, Inc. , fromJuly 2018 toFebruary 2021 .Mr. Smith previously served as Group President of Sales, Manufacturing and Operations at Intel Corporation (Nasdaq: INTC) fromFebruary 2017 toJanuary 2018 . He served as the Executive Vice President, Manufacturing, Operations and Sales fromOctober 2016 toFebruary 2017 . FromNovember 2012 toOctober 2016 , he served as Executive Vice President, Chief Financial Officer. Previously,Mr. Smith served as Senior Vice President, Chief Financial Officer fromJanuary 2010 toNovember 2012 ; Vice President, Chief Financial Officer from 2007 to 2010; and Vice President, Assistant Chief Financial Officer from 2006 to 2007. From 2004 to 2006,Mr. Smith served as Vice President, Finance and Enterprise Services and Chief Information Officer.Mr. Smith joined Intel in 1988.Mr. Smith also serves on The California Chapter ofThe Nature Conservancy Board of Trustees and theUniversity of Texas McCombs School of Business Advisory Board .Mr. Smith's qualifications to serve as a director include his management positions with Intel, including in finance and executive roles, providing him with critical insight into the operational requirements of a global semiconductor company and management and consensus-building skills. The Company will compensateMr. Smith for his services as a director in accordance with the Schedule of Compensation for Non-Employee Directors filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Report") and incorporated by reference herein. Pursuant to these arrangements, onJanuary 23, 2023 , the Company issuedMr. Smith restricted stock units ("RSUs") to acquire shares of the Company's common stock with a value of$200,000 . The Company granted the RSUs under its 2013 Long-Term Incentive Compensation Plan. The award vests on the first anniversary of the grant date, subject to continued service with the Company. In addition, commencing with the Company's fourth fiscal quarter, the Company will payMr. Smith a cash retainer in advance at the quarterly rate of$17,500 for service as a member of the Board,$3,750 for service as a member of the Audit Committee, and$1,250 for service as a member of theGovernance and Nominations Committee .Mr. Smith will be paid a portion of the retainer for the Company's third quarter, prorated based on the number of days remaining in the Company's third quarter. In connection with his election,Mr. Smith will enter into the Company's standard form of indemnification agreement for directors and officers, a copy of which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, datedOctober 25, 2010 , as filed onOctober 29, 2010 , and is incorporated by reference herein. -------------------------------------------------------------------------------- There is no arrangement or understanding betweenMr. Smith and any other person pursuant to whichMr. Smith was appointed as a director.Mr. Smith is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board determined thatMr. Smith satisfies theNew York Stock Exchange definition of "independent director." As ofJanuary 23, 2023 ,Mr. Smith did not beneficially own any shares of the Company's common stock. The address forMr. Smith is c/oWolfspeed, Inc. at4600 Silicon Drive ,Durham, NC 27703.
The press release issued by the Company on
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 10.1 Schedule of Compensation of Non-Employee Directors 99.1 Press Release datedJanuary 25, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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