ELECTRO SCIENTIFIC INDUSTRIES, INC. (NASDAQ:ESIO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Allen Muhich as Chief Financial Officer and Corporate Secretary

The Board of Directors (the “Board”) of Electro Scientific Industries, Inc. (the “Company”) has unanimously appointed Allen Muhich, age 50, as Chief Financial Officer and Corporate Secretary of the Company, effective December 5, 2017. The Company’s press release announcing Mr. Muhich’s appointment as Chief Financial Officer and Corporate Secretary is attached hereto as Exhibit 99.1.

Prior to joining the Company, Mr. Muhich served as the Chief Financial Officer of ID Experts since February 2016 and also as the Chief Operating Officer since January 2017. Prior to that, Mr. Muhich served as the Chief Financial Officer of Smarsh, Inc. from March 2015 to February 2016, and as the Chief Financial Officer and Corporate Secretary of Radisys Corporation from October 2012 to March 2015.

In connection with Mr. Muhich’s appointment as Chief Financial Officer, Mr. Muhich will receive a hiring bonus of $25,000, an annual base salary of $350,000 and a target annual bonus opportunity under ESI’s Management Incentive Plan of 60% of his base salary, with a cap of 200%. Mr. Muhich was also granted, effective on his first day of employment, 25,000 time-based restricted stock units that will vest 25% on each of the first four anniversaries of his first day of employment and a target number of 25,000 performance-based restricted stock units that vest based on the relative performance of the Company’s common stock against the Russell 2000 Index over three performance periods, all beginning on December 5, 2017, with the first ending December 5, 2018, the second ending December 5, 2019 and the third ending December 5, 2020, with a cap of 200% of the target number of units. The Company anticipates entering into a Change in Control Agreement with Mr. Muhich, effective as of December 5, 2017, under which he will be eligible to receive certain payments and benefits in the event of a termination of employment under certain circumstances following a change in control of the Company.

Resignation of Paul Oldham

On December 4, 2017, Mr. Oldham resigned from his positions as Senior Vice President of Administration, Chief Financial Officer and Corporate Secretary of the Company in order to pursue other interests. The Company’s press release announcing Mr. Oldham’s departure is attached hereto as Exhibit 99.1.

In connection with Mr. Oldham’s departure, the Company offered Mr. Oldham a Separation and Release Agreement (the “Separation Agreement”), which will be effective December 25, 2017 (the “Effective Date”), so long as Mr. Oldham executes the Separation Agreement and does not exercise his right of revocation prior to the Effective Date. Under the Separation Agreement Mr. Oldham will receive a lump sum severance payment of $601,822. In addition, Mr. Oldham received a prorated portion of his special bonus ( to the Retention Bonus Agreement dated August 31, 2016) in the amount of $75,000. The Separation Agreement also includes, among other things, a general release in favor of the Company and its affiliates, a confirmation of Mr. Oldham’s confidentiality obligations and customary mutual non-disparagement provisions.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

99.1Press release dated December 4, 2017

Exhibit Index

ELECTRO SCIENTIFIC INDUSTRIES INC Exhibit
EX-99.1 2 exhibit991pr-cfo.htm EXHIBIT 99.1 Exhibit Brian SmithESI                                            [email protected] Selects Allen Muhich To Be Next CFOPORTLAND,…
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About ELECTRO SCIENTIFIC INDUSTRIES, INC. (NASDAQ:ESIO)

Electro Scientific Industries, Inc. and its subsidiaries supply laser-based manufacturing solutions for industries reliant on microtechnologies. The Company operates through two segments: Component Processing and Micromachining. The Component Processing segment includes interconnect products, semiconductor products and component products. The interconnect, semiconductor and component products are sold to manufacturers of electronic components and are used to drill, cut, trim, ablate and test and mark features for the functionality of the component. The Micromachining segment includes products that are sold to manufacturers of end devices across various industries and are used to drill, cut or mark features on a range of materials, generally on the casing or external surface of the end device. Its integrated solutions allow industrial designers and process engineers to control the power of laser light to transform materials. It has operations in Asia, Europe and North America.