CYPRESS SEMICONDUCTOR CORPORATION (NASDAQ:CY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On March16, 2017, the Compensation Committee of Cypress
Semiconductor Corporation (the Company) approved the issuance of
certain service-based and performance-based restricted stock
units to certain executive officers, including the Companys Chief
Executive Officer (Hassane El-Khoury), Executive Chairman
(Raymond Bingham), Chief Financial Officer (Thad Trent), and
Executive Vice President, Operations Technology (Dana C.
Nazarian).
2017 Performance-based Restricted Stock (PARS) Program
On March16, 2017, the Committee set the milestones under which
participants are eligible to earn PARS shares under the 2017 PARS
Program, with approximately 55% based on performance milestones
and approximately 45% based on service milestones. There are six
components to the grants under the program: (i)debt leverage
milestones, (ii)profit before tax (PBT) milestones,
(iii)strategic initiatives milestones, (iv)gross margin
milestones, (v)revenue growth milestones, and (vi)service-based
milestones.
For the performance-based components of the PARS grants (debt
leverage, PBT, strategic initiatives, gross margin and revenue
growth), a participant is eligible to receive performance-based
shares if he satisfies the applicable vesting and performance
criteria approved by the Committee and may receive up to 200% of
the performance target depending on the level of performance
achieved. For the service-based component of the PARS grants, a
participant is eligible to earn 50% of his targeted service-based
shares if he remains an employee in good standing of the Company
through the applicable vesting date.
The table below shows the total number of shares underlying the
awards pertaining to each component; for the performance-based
components of the PARS grants, the amounts shown below are the
target amount.
|
PARSParticipant |
|
Debt leverage |
|
PBT |
|
Strategic Initiatives |
|
Gross Margin |
|
Revenue Growth |
|
Service Based (1) |
Total |
|
|
|
Hassane El-Khoury |
31,710 |
47,565 |
15,855 |
31,710 |
63,420 |
158,577 |
348,837 |
||||||||
|
Thad Trent |
11,499 |
17,248 |
5,749 |
11,499 |
22,998 |
57,507 |
126,500 |
||||||||
|
Dana C. Nazarian |
9,408 |
14,112 |
4,704 |
9,408 |
18,816 |
47,052 |
103,500 |
(1) Two-thirds of the service-based awards are scheduled to vest
on February1, 2019 (nearly two years following the grant date)
and the remaining one-third are scheduled to vest on February3,
2020 (nearly three years following the grant date).
The 2017 PARS Program complements PARS grants from prior years,
which prior grants include various performance-based
milestones, including achievement of total stockholder return,
earnings per share, and gross margin milestones.
Executive Chairman
On March16, 2017, Mr.Bingham was awarded a service-based award
of 232,558 restricted stock units. This grant vests quarterly
in equal installments over a period of three years from the
date of grant.
About CYPRESS SEMICONDUCTOR CORPORATION (NASDAQ:CY)
Cypress Semiconductor Corporation delivers solutions from automotive, industrial and networking platforms to interactive consumer and mobile devices. The Company’s segments include Programmable Systems Division, Memory Products Division, Data Communications Division and Emerging Technologies Division. The Programmable Solutions Division designs and develops solutions for end-product manufacturers. The Memory Products Division designs and manufactures portfolio of high-performance memories for embedded systems. The Data Communications Division focuses on solutions for industrial, handset and consumer applications. The Emerging Technologies Division consists of its subsidiaries, AgigA Tech, Inc. and Deca Technologies, Inc. Its product portfolio includes NOR flash memories, Traveo microcontrollers, programmable system-on-chip solutions, CapSense capacitive touch-sensing controllers, and Wireless Bluetooth Low-Energy and universal serial bus (USB) connectivity solutions. CYPRESS SEMICONDUCTOR CORPORATION (NASDAQ:CY) Recent Trading Information
CYPRESS SEMICONDUCTOR CORPORATION (NASDAQ:CY) closed its last trading session down -0.14 at 13.84 with 5,893,117 shares trading hands.
