Business Context and Reporting Period
This Form 8-K filing by Everspin Technologies, Inc. (MRAM) reports a corporate governance event dated January 6, 2025. The filing details the appointment of a new Chief Financial Officer and the transition of the interim CFO to a different role.
Key Financial Metrics
The filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the leadership transition in the finance department:
- Appointment: William Cooper was appointed Chief Financial Officer (CFO) effective January 6, 2025.
- Departure: Matthew Tenorio ceased service as Interim CFO, Principal Financial Officer, and Principal Accounting Officer effective January 6, 2025, transitioning to Vice President, Finance.
Management Commentary, Risks, and Unusual Items
Compensation and Employment Terms for William Cooper:
- Base Salary: $300,000 annually.
- Target Bonus: 75% of base salary.
- Sign-on Bonus: $45,000, contingent on one year of continued service.
- Equity Award: 100,000 Restricted Stock Units (RSUs) subject to Board approval, vesting 25% annually.
- Change in Control (CIC) Provisions: In the event of termination without Cause or for Good Reason surrounding a Change in Control, Mr. Cooper is eligible for:
- 12 months of base salary.
- 100% of the target incentive bonus.
- 12 months of COBRA benefits.
- Acceleration of equity vesting equivalent to an additional 12 months of service.
Background: Mr. Cooper joins from Advanced Micro Devices, Inc. (AMD), where he served in various executive finance roles from 2017 to 2024, most recently as Director of Financial Planning and Analysis.
Investor Verification Checklist
- Verify the Board of Directors' approval of the 100,000 RSU equity award.
- Review the full Employment Agreement (Exhibit 10.1) for specific definitions of "Cause" and "Good Reason" within the Change in Control Plan.
- Confirm the transition timeline for Matthew Tenorio's new role as Vice President, Finance.
- Monitor future filings for the official grant date and vesting schedule of the RSUs.