Business Context and Reporting Period
This Form 8-K Current Report was filed by Applied Materials, Inc. on March 3, 2022. The filing primarily addresses Item 5.02 regarding the appointment of a new Chief Financial Officer and Item 7.01 regarding Regulation FD disclosure.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change reported is the appointment of Brice Hill as Senior Vice President and Chief Financial Officer, effective March 7, 2022. Mr. Hill succeeds Robert J. Halliday, who served as interim CFO and will transition to the role of Corporate Vice President and Advisor.
Management Commentary and Compensation Details
The filing details the compensatory arrangements for the new CFO, Mr. Hill:
- Base Salary: $675,000 annually.
- Target Bonus: 135% of base salary under the Senior Executive Bonus Plan, subject to performance goals.
- Sign-on Bonus: $2,000,000 payable after 30 days of continuous employment, subject to repayment clauses if employment ends before the second anniversary.
- Long-Term Incentive (Initial): Restricted stock units (RSUs) valued at $8,500,000, vesting in three equal installments on April 1 of 2023, 2024, and 2025.
- Long-Term Incentive (Future): Eligibility for an additional award valued at no less than $4,250,000 at the next regular annual equity grant cycle.
Mr. Hill previously served as CFO of Xilinx, Inc., and held various finance positions at Intel Corporation for 25 years.
Investor Verification Checklist
- Verify the effective date of the CFO transition (March 7, 2022) and the status of the interim CFO.
- Confirm the vesting schedule and specific share count for the $8.5 million RSU award based on the stock price on the effective date.
- Review the terms of the sign-on bonus repayment conditions in the event of voluntary resignation or termination for cause.
- Monitor future filings for the specific terms and value of the additional long-term incentive award scheduled for the next annual grant cycle.