The appointment of Dr. Sivaram marks the end of a year-long succession process that was started by departing CEO Jagdeep Singh, the chairman of the Board, after consulting with the Board. The 63-year-old Dr. Sivaram began his tenure with the company as President in September 2023, with the responsibility of managing the technology and manufacturing divisions. This information was previously revealed in the company’s July 31, 2023, form 8-K filing, which is referenced herein. In his capacity as CEO, Dr. Sivaram will oversee all daily activities during this subsequent stage of the company’s expansion.
With decades of experience bringing difficult emergent technologies into high-volume production, Dr. Sivaram can design facilities, form and oversee partnerships, and scale production globally.He most recently oversaw corporate strategy and technology as President of Technology and Strategy at Western Digital, a pioneer in the data storage industry. Dr. Sivaram was Executive Vice President of Memory Technology at SanDisk before coming to work at Western Digital. Prior to that, he was the founder and CEO of Twin Creek Technologies, an American company that produced cutting-edge solar cells and equipment. He also had a number of executive roles for multinational technological companies, such as Intel and Matrix Semiconductor, which was the first company to produce 3D semiconductors. Dr. Sivaram graduated from Rensselaer Polytechnic Institute with an M.S. and Ph.D. in materials science.
In conjunction with Dr. Sivaram’s appointment as CEO, and based on the recommendation of the Board’s Compensation Committee, the Board approved the following modifications to Mr. Sivaram’s compensation package: an annual base salary of $820,000; participation in the Company’s 2024 annual bonus program at a target of 125% of his 2024 earned salary; and the award of a restricted stock unit award under the 2020 Equity Incentive Plan of the Company, valued at $17,206,000. The restricted stock unit award under the Company’s 2020 Equity Incentive Plan comprises a combination of time- and performance-based vesting conditions, with performance-based RSUs vesting after the achievement of particular milestones and time-based RSUs over a period of four years; all subject to Mr. Sivaram’s continued service with the Company through the applicable vesting date. Subject to his continuous service, his current equity awards will continue to vest in line with their terms. For his work on the Board, Dr. Sivaram won’t be getting paid more.
Along with his continued eligibility to take part in the Company’s other general executive salary and benefit plans, Dr. Sivaram will also be subject to the terms of his Change in Control and Severance Agreement.
Neither Dr. Sivaram nor any currently proposed transactions have any direct or indirect substantial interest in any transaction that is needed to be declared in accordance with Item 404 of Regulation S-K issued under the Securities Exchange Act of 1934. Dr. Sivaram was not appointed as CEO or director based on any agreement or understanding between him and any other person. Neither Dr. Sivaram nor any of the company’s executive officers or directors are related.
