ANALOG DEVICES INC: Change of Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Item 5.02. Departure of directors or certain managers; Election of directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain

At March 7, 2022, Analog Devices, Inc. (the “Company”) announced the appointment of Gregory Bryant as Executive Vice-President and President of the Business Units, from March 14, 2022. In this role, Mr. Bryant will have oversight of the Company’s business units – Industrial, Automotive, Communications, Digital healthand Consumer.

Mr. Bryant, 53, joins the company after a 30-year career with Intel Corporation. More recently, Mr. Bryant served as executive vice president and general manager of Intel, Customer IT Group from September 2019 for January 2022and as Senior Vice President, Customer IT Group from June 2017 for September 2019. From January 2015 for June 2017, Mr. Bryant served as Vice President and General Manager of Intel, Connected Home and Commercial Client Platforms. His previous roles at Intel include Vice President and General Manager, Asia Pacific and Japan from 2012 to 2015, vice-president, Sales and Marketing Group from 2009 to 2012 and Vice-President and General Manager, Enterprise Client Platforms, Digital Business Group from 2006 to 2009.

As part of his appointment as Executive Vice President and President of the Business Units, the Company entered into an offer letter with Mr. Bryant (the “Letter of Offer”) setting out the terms of his employment and compensation. According to the letter of offer, At Mr. Bryant’s the annual base salary will be
$750,000, and he will be eligible for an annual cash incentive bonus with a target award percentage of 150% of base salary under the Company’s Executive Performance Incentive Plan. For the current fiscal year only, Mr. Bryant will receive a guaranteed minimum annual cash incentive award of 1.4 times his annual cash incentive award, pro-rated from his start date.

According to the letter of offer, Mr. Bryant will receive the following stock awards (the “Signature Grants”) on the 15th of the month following its Commencement Date, in accordance with the Company’s stock award guidelines and policies: (1) one restricted stock unit ( “RSU”) prize with a value on the date of award of $5 million, which vests in equal annual installments over a period of four years, beginning on the first anniversary of the grant date; (2) an award of PSUs with a value on the award date of
$5 million, which vests in full on the third anniversary of the grant date; and (3) a performance-based PSU award with a grant date value of $14 million, the vesting of which is subject to the achievement of target share price thresholds during a performance period of four years following the grant date. Yes At Mr. Bryant’s employment is terminated without cause, signing bonuses will continue to vest in accordance with the original schedule or achievement of performance criteria, as applicable, subject to Mr. Bryant the execution of a general release of all claims against the Company. Mr. Bryant will also receive an annual grant of shares for the current fiscal year with a grant date value of $7.5 millionwhich will include the same types of equity received by other executives reporting to the CEO of the Company.

In connection with At Mr. Bryant’s appointment, the Company and Mr. Bryant will enter into the Company’s standard employee retention agreement for officers and key employees, the form of which has already been filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Security and Exchange Commission to May 22, 2012.

There are no family relations between Mr. Bryant and any director, officer or person designated or chosen by the Company to become a director or officer of the Company. There are no transactions in which Mr. Bryant has an interest requiring disclosure under Regulation SK Section 404(a).

Section 7.01 Disclosure of FD Rules.

A press release, dated March 7, 2022announcing the appointment of Gregory Bryant as Executive Vice President and President of the Company’s Business Units is provided as Exhibit 99.1 to this Current Report on Form 8-K.

The information under this Section 7.01, including the press release attached as Exhibit 99.1, is for furnishing purposes and should not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the responsibilities of this section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any language general incorporation into such a repository.

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Section 9.01. Financial statements and supporting documents

(d) Exhibits

  No.     Description

99.1        Press Release dated March 7, 2022.

104       Cover Page Interactive Data File (formatted as Inline XBRL).

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