Business Context and Reporting Period
This Form 8-K Current Report was filed by Applied Materials, Inc. on July 21, 2017. The filing primarily addresses Item 5.02 regarding the appointment of a new Chief Financial Officer and the departure of the incumbent.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on executive compensation and personnel changes.
Material Changes
The material change reported is the appointment of Daniel J. Durn as the new Chief Financial Officer, effective on or about August 24, 2017. Mr. Durn will succeed Robert J. Halliday, who will transition to a business development role to support the handover. Mr. Durn joins from NXP Semiconductors N.V., where he served as Executive Vice President and CFO.
Compensation and Management Commentary
The filing details the compensatory arrangements for Mr. Durn, including:
- Base Salary: $600,000 annually.
- Target Bonus: 110% of base salary under the Senior Executive Bonus Plan (SEBP) starting in fiscal year 2018.
- Special Bonus: $250,000 payable six months after the start date, contingent on active employment.
- Sign-On Bonus: $500,000 payable after 30 days of continuous employment, subject to clawback if employment ends within 24 months.
- Equity Awards:
- $2,500,000 in new hire Restricted Stock Units (RSUs) vesting ratably over three years.
- $1,500,000 in Performance Shares (PSUs) vesting in December 2019 based on WFE market share and non-GAAP adjusted operating margin targets.
- $1,500,000 in RSUs vesting in three equal installments between January 2018 and December 2019.
Investor Verification Checklist
- Verify the exact start date of Daniel J. Durn as CFO (on or about August 24, 2017).
- Confirm the transition timeline for Robert J. Halliday's move to business development.
- Review the specific performance targets for the $1.5 million PSU award related to wafer fabrication equipment market share.
- Check the press release (Exhibit 99.1) for additional context on the leadership transition.