Penguin Solutions, Inc. current report, 16 August 2022

Business Context and Reporting Period

This Form 8-K is a current report filed by SMART Global Holdings, Inc. (SGH) on August 16, 2022. The filing addresses Item 5.02 regarding the departure of a senior officer and the appointment of a replacement within the company's LED Solutions business unit.

Key Financial Metrics

The filing text does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on executive personnel changes.

Material Changes

  • Departure: Claude Demby is retiring as Senior Vice President and President of the LED Solutions business, effective September 2, 2022.
  • Succession: Joseph Clark, currently Vice President of Global Operations of CreeLED, Inc., is expected to be appointed as the new President of the LED Solutions business effective upon Mr. Demby's retirement.

Outlook, Management Commentary, and Arrangements

Mr. Demby will transition into a consulting role from September 2, 2022, through April 30, 2023. Key terms of the arrangement include:

  • Equity: Unvested equity awards will continue to vest during the consulting period.
  • Compensation: Mr. Demby is eligible for the 2022 fiscal year bonus based on company performance.
  • Benefits: He may elect continued group health plan coverage at active employee premium rates.
  • Termination: The agreement can be terminated by Mr. Demby with 30 days' notice or by the Company for cause.

The full text of the Consulting Agreement will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ending August 26, 2022.

Investor Verification Checklist

  • Verify the exact terms of the Consulting Agreement once filed in the upcoming Form 10-K.
  • Monitor the transition of leadership for the LED Solutions business to ensure operational continuity.
  • Confirm the final vesting schedule for Mr. Demby's equity awards.
  • Review future earnings reports for any impact on the LED Solutions segment following the leadership change.