Analog Devices, Inc. (NASDAQ:ADI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August16, 2017, Analog Devices, Inc. (the “Company” or “Analog Devices”) announced that Prashanth Mahendra-Rajah would be joining the Company as Senior Vice President, Finance and Chief Financial Officer of the Company, effective as of Mr.Mahendra-Rajah’s first day of employment, expected to be September28, 2017.
Mr.Mahendra-Rajah, 47, currently serves as the Chief Financial Officer of WABCO Holdings Inc. and has held that position since June 2014. Prior to that, Mr.Mahendra-Rajah served as Corporate Vice President and Segment CFO for the Silicon Systems Group, a division of Applied Materials, Inc., from April 2012. Prior to that role, Mr.Mahendra-Rajah served as Vice President Finance, Head of Global Planning& Reporting for Visa Inc. for two years. Before then, Mr.Mahendra-Rajah spent 12 years at United Technologies Corporation where he served as Vice President, Finance, Planning and Analysis, UTC Fire and Security and Vice President and Chief Financial Officer, Building Systems and Services, Carrier Corporation. There are no reportable family relationships or related person transactions involving Analog Devices and Mr.Mahendra-Rajah.
The Compensation Committee of the Board of Directors of the Company (the “Committee”) approved an annual base salary for Mr.Mahendra-Rajah of $550,000, effective as of his first date of employment. The Committee also set Mr.Mahendra-Rajah’s target award percentage for purposes of the Company’s Executive Performance Incentive Plan at 50% and approved a cash hiring bonus of $500,000. The hiring bonus is subject to a clawback by the Company should Mr.Mahendra-Rajah voluntarily leave the Company or be terminated by the Company for cause within the first twelve months of his employment. The Committee determined that Mr.Mahendra-Rajah would be granted arestricted stock unit award with a value of $2,000,000, which will vest in equal annual installments over a three year period, commencing on the first anniversary of the grant date. In addition, to promote the successful integration of the Company’s acquisition of Linear Technology Corporation, which the Company acquired in March 2017, the Committee determined that Mr.Mahendra-Rajah would be granted a performance-based restricted stock unit award with a value of $1,650,000. Each of these equity awards will be granted on October16, 2017, in accordance with the Company’s equity award guidelines and policies. These awards will be subject to the standard terms and conditions of our form of restricted stock unit agreement and the Linear integration performance restricted stock unit agreement, previously filed. In connection with his appointment, Analog Devices and Mr.Mahendra-Rajah will enter into our standard Employee Retention Agreement for officers and key employees, previously filed. A copy of the press release announcing Mr.Mahendra-Rajah’s joining the Company is filed with this Current Report on Form 8-K as Exhibit99.1.
Eileen Wynne will continue serving as the Company’s interim Chief Financial Officer and Vice President and Chief Accounting Officer until Mr.Mahendra-Rajah’s first date of employment. Thereafter, she will continue to serve as the Company’s Vice President and Chief Accounting Officer.
Item 5.02. Financial Statements and Exhibits
|
ExhibitNo. |
Description |
| 99.1 | Press Release dated August 16, 2017 |
ANALOG DEVICES INC ExhibitEX-99.1 2 d444528dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 CONTACTS: Karen Marinella Hall Manager,…To view the full exhibit click here
About Analog Devices, Inc. (NASDAQ:ADI)
Analog Devices, Inc. (Analog Devices) designs, manufactures and markets a portfolio of solutions that leverage high-performance analog, mixed-signal and digital signal processing technology, including integrated circuits (ICs), algorithms, software and subsystems. Its products include Analog Products, Converters, Amplifiers/Radio Frequency, Other Analog, Power Management and Reference, and Digital Signal Processing Products. The Company is a supplier of data converter products. The Company is a supplier of high-performance amplifiers. Its analog product line also includes products of high performance radio frequency (RF) ICs. The Company’s DSPs are used for high-speed numeric calculations. The Company offers its products for applications in various end markets, such as industrial, automotive, consumer and communications. The Company operates in the United States, Rest of North/South America, Europe, Japan and China.