Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On March 11, 2021, the Board of Directors (the “Board”) of Power Integrations, Inc. (the “Company”) appointed Jennifer Lloyd to serve as a director beginning on April 1, 2021. Dr. Lloyd’s appointment was recommended to the Board by the Nominating and Governance Committee of the Board. Upon commencement of services to the Board, Dr. Lloyd will be appointed to the Audit Committee of the Board.
Dr. Lloyd is a leader in the semiconductor industry with extensive technical background in analog circuits, including engineering, product development, and executive leadership. Dr. Lloyd has been issued 9 U.S. patents, written many industry publications, and served on multiple conference program committees for the Institute of Electrical and Electronics Engineers. Since 1997, Dr. Lloyd has held various technical and executive roles at Analog Devices, Inc., a global leader in the design and manufacture of analog, mixed-signal and digital signal processing integrated circuits. Currently Dr. Lloyd serves as the Vice President, Precision Technology and Platforms Group. From 2017 to 2020, Dr. Lloyd was Vice President for the Healthcare and Consumer Business Unit and from 2015 to 2017, she was the General Manager for Instrumentation and Precision Technology.
Upon commencement of services to the Board, and in consideration of services to the Company as a director, Dr. Lloyd will be granted an equity award in the form of restricted stock units of the Company’s common stock (the "Initial Grant") under the Power Integrations 2016 Incentive Award Plan (the “2016 Plan”) with an aggregate fair value of approximately $30,000. The Initial Grant will vest on the date of the Company's 2021 annual meeting of stockholders (currently scheduled for May 21, 2021), provided Dr. Lloyd is still serving as a director on that date. Notwithstanding the foregoing, the Initial Grant would be deemed fully vested upon the occurrence of a "Change of Control", as such term is defined in the 2016 Plan. Beginning on July 1, 2021, Dr. Lloyd will receive annual equity compensation pursuant to the Directors Equity Compensation Program consistent with the Company’s other non-employee directors, which is a grant of restricted stock units, under the 2016 Plan, with an aggregate value of $120,000, which would vest in full effective immediately prior to the commencement of the Company’s first annual meeting of stockholders in the year following the year of the grant date, provided that she is still providing services to the Company as a director and provided, further, that 100% of the shares subject to such equity award would be deemed fully vested upon the occurrence of a Change of Control.
As a non-employee director, Dr. Lloyd will also receive $11,250 per quarter for service on the Board. In addition, as a member of the Audit Committee, Dr. Lloyd will receive an additional $2,500 per quarter to serve on the committee. The Company intends to enter into an indemnity agreement with Dr. Lloyd that is in the form of indemnity agreements executed by other members of the Board.
