UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2017
Everspin Technologies, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-37900 | | 26-2640654 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1347 N. Alma School Road
Suite 220
Chandler, Arizona 85224
(Address of principal executive offices, including zip code)
(480)347-1111
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2016 Performance Bonus Program
On January 17, 2017, the Compensation Committee of the Board of Directors of Everspin Technologies, Inc., certified the achievement of Everspin’s corporate and individual performance goals under its 2016 performance bonus program. The 2016 annual performance bonuses for each of the executive officersset forth below were based upon the achievement of corporate performance goals (70%) and individual performance goals (30%), which the Compensation Committee determined was appropriate in order to reinforce the importance of integrated and collaborative leadership. The corporate performance goals related to business and corporate development objectives, collaboration objectives and financial management objectives. The individual performance goals consisted of a subjective assessment of each executive officer’s individual contributions to Everspin. The following table sets forth the 2016 performance bonuses which will be paid in 2017:
| | | | |
Name | | 2016 Performance
Bonus Award | |
Phillip LoPresti | | $ | 135,000 | |
President and Chief Executive Officer | | | | |
Terry Hulett | | $ | 44,334 | |
Vice President, Storage Solutions | | | | |
Scott Sewell | | $ | 72,794 | |
Vice President, Sales | | | | |
2017 Performance Bonus Plan and Salary Increases
On January 17, 2017, the Compensation Committee, approved annual salaries and target performance bonus percentages for Everspin’s 2017 performance bonus program for Everspin’s executive officers set forth below. The 2017 annual performance bonuses for each executive officer, other than Phillip LoPresti and Scott Sewell, will be based upon the achievement of corporate performance goals (50%) and individual performance goals (50%). Mr. LoPresti’s and Mr. Sewell’s annual performance bonus will be based upon the achievement of corporate performance goals (80%) and individual performance goals (20%). The corporate performance goals will relate to business and corporate development objectives, collaboration objectives and financial management objectives. The individual performance goals will consist of a subjective assessment of each executive officer’s individual contributions to Everspin. The following table sets forth the base salary and target bonuses for 2017:
| | | | | | | | | | | | |
Name | | 2017 Base Salary | | | Total 2017 Target
Performance
Bonus as a
Percentage of
Base Salary | | | Total 2017 Target
Performance Bonus
Amount | |
Phillip LoPresti | | $ | 327,000 | | | | 50 | % | | $ | 163,500 | |
President and Chief Executive Officer | | | | | | | | | | | | |
Terry Hulett | | $ | 229,500 | | | | 25 | % | | $ | 57,375 | |
Vice President, Storage Solutions | | | | | | | | | | | | |
Scott Sewell | | $ | 218,000 | | | | 48 | % | | $ | 104,640 | |
Vice President, Sales | | | | | | | | | | | | |
Jeff Winzeler | | $ | 260,000 | | | | 35 | % | | $ | 91,000 | |
Chief Financial Officer | | | | | | | | | | | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | Everspin Technologies, Inc. |
| | |
| Dated: January 23, 2017 | | | | |
| | | |
| | | | By: | | /s/ Phillip LoPresti |
| | | | | | Phillip LoPresti |
| | | | | | President and Chief Executive Officer |
