National Instruments Corporation (NASDAQ:NATI) 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 February 1, 2019, the independent members of the Board of Directors (the “Board”) of National Instruments Corporation (the “Company”), upon the recommendation of the Compensation Committee of the Board (the “Committee”), approved the compensation of the Company’s Chief Executive Officer, Alex M. Davern. The compensation amounts were approved following a review of the Company’s compensation program for executives utilizing the services of an independent compensation consultant. As a result of this review, the Board approved an annual base salary of $775,754 and a target bonus level of 50% of such annual base salary under the Company’s Annual Incentive Program for Mr. Davern, to be effective from January 1, 2019. The Board also approved an equity award for Mr. Davern consisting of a combination of 53,000 service-based restricted stock units (“RSUs”), which will vest over time, and a target number of 53,000 performance-based restricted stock units (“PRSUs”) that will vest based on the Company’s achievement of long-term performance goals. The RSUs are scheduled to vest in three equal annual installments, with the first installment vesting on May 1, 2020, and the PRSUs are scheduled to vest, if at all, based on relative total shareholder return, in each case subject to Mr. Davern’s continuous service through each vesting date. Under the terms of the award agreement governing the PRSUs, the number of underlying shares of the Company’s common stock that Mr. Davern is ultimately entitled to receive at the time of vesting ranges from 0% to 200% of the target number of PRSUs granted, subject to how the Company’s total shareholder return ranks in comparison to companies that comprise the Russell 2000 Index over a performance period consisting of the three years ended December 31, 2021.
The RSUs and PRSUs described above were granted under the Company’s 2015 Equity Incentive Plan and to a form of Restricted Stock Unit Award Agreement (Time-Based and Performance-Based) previously approved by the Committee. The foregoing description of the RSUs, PRSUs and such award agreement are qualified in their entirety by reference to the form of such agreement filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed on January 28, 2019 and incorporated herein by reference.
About National Instruments Corporation (NASDAQ:NATI)
National Instruments Corporation (NI) designs, manufactures and sells systems to engineers and scientists. The Company offers graphical system design approach to engineering, which provides an integrated software and hardware platform for measurement and control systems. Its products include reusable hardware and software modules. The Company offers a range of measurement, automation and control products. It offers products, technology and services, which include system design software, programming tools, application software, modular hardware products and related driver software, production test systems, NI education platform, software products for teaching and hardware products for teaching. It also offers NI Services, including hardware services and maintenance, software maintenance services, and training and certification. Its products are used across various industries in a range of applications, including research and development, simulation and modeling and product design.
