UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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): July 22, 2016
CAVIUM, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
| 001-33435 | 77-0558625 | |
| (Commission File No.) |
(IRS Employer Identification No.) |
2315 N. First Street, San Jose CA 95131
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 943-7100
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
On July 22, 2016, on the recommendation of the nominating and corporate governance committee of the Board of Directors (the “Board”) of Cavium, Inc. (the “Company”), the Board elected Brad W. Buss as a Class III director for a term expiring at the 2019 Annual Meeting of Stockholders and Dr. Edward H. Frank as a Class I director for a term expiring at the 2017 Annual Meeting of Stockholders. There was no arrangement or understanding between Mr. Buss or Dr. Frank and any other persons pursuant to which they were selected as directors. Mr. Buss was also appointed to the audit and compensation committees of the Board and Dr. Frank was appointed to the nominating and corporate governance and compensation committees of the Board.
Mr. Buss, age 52, was the Chief Financial Officer of SolarCity Corporation from August 2014 until his retirement in February 2016. Mr. Buss served as the Executive Vice President of Finance Administration and Chief Financial Officer of Cypress Semiconductor Corporation, a semiconductor design and manufacturing company, from August 2005 to June 2014. Mr. Buss served as Vice President of Finance at Altera Corp., a semiconductor design and manufacturing company, from March 2000 to March 2001 and from October 2001 to August 2005. From March 2001 to October 2001, Mr. Buss served as the Chief Financial Officer of Zaffire, Inc., a developer and manufacturer of optical networking equipment. Mr. Buss also serves as a director of Tesla Motors Inc. and Advance Auto Parts, Inc. and served as a director of CafePress Inc. from 2007 to July 2016. Mr. Buss holds a B.A. in economics from McMaster University and an honors business administration degree, majoring in finance and accounting, from the University of Windsor.
Dr. Frank, age 60, co-founded Cloud Parity Inc., a voice-of-the-customer startup in the SF Bay Area, in 2013, and serves as its Chief Executive Officer. From 2009 through 2013, Dr. Frank served as Vice President of Macintosh Hardware Systems Engineering at Apple, Inc. Before joining Apple, Dr. Frank was Corporate Vice President of Research and Development at Broadcom Corporation. Prior to joining Broadcom, Dr. Frank was the founding Chief Executive Officer of Epigram, Inc., a developer of integrated circuits and software for home networking, which was acquired by Broadcom in 1999. Dr. Frank serves as a director of Analog Devices, Inc., eASIC Corporation, and Quanatenna Communications, Inc., and is an advisor to several Bay Area venture capital firms and startups. Dr. Frank holds a B.S.E.E. and M.S.E.E. from Stanford University and a Ph.D. in Computer Science from Carnegie Mellon University.
Mr. Buss and Dr. Frank will participate in the Company’s non-employee director compensation policy. Pursuant to this policy, Mr. Buss will be eligible to receive $45,000 per year for service as a Board member plus $10,000 per year for service on the audit committee and $7,500 per year for service on the compensation committee and Dr. Frank will be eligible to receive $45,000 per year for service as a Board member plus $5,000 per year for service on the nominating and corporate governance committee and $7,500 per year for service on the compensation committee. In addition, all non-employee directors are reimbursed for travel, lodging and other reasonable expenses incurred in connection with their attendance at Board or committee meetings. Mr. Buss and Dr. Frank are eligible to receive automatic grants of restricted stock unit awards under the Company’s non-employee director compensation policy and the Company’s 2016 Equity Incentive Plan (the “2016 Plan”). Pursuant to the terms of the non-employee director compensation policy and the 2016 Plan, Mr. Buss and Dr. Frank shall receive a one-time initial restricted stock unit award for 5,200 shares of the Company’s common stock. The initial grant will vest on April 30, 2017, so long as the director is still providing service as a director through such date. The initial grant may accelerate in the event the director’s service terminates in connection with a change in control as that term is defined in the non-employee director compensation policy.
In connection with their election to the Board, the Company and each of Mr. Buss and Dr. Frank entered into a letter agreement (the “Letter Agreements”). A copy of the Letter Agreements are attached hereto as Exhibits 10.1 and 10.2 and the description of the material terms of the Letter Agreements is qualified in its entirety by reference to such exhibits. In addition, each of Mr. Buss and Dr. Frank entered into the Company’s standard form of indemnity agreement attached hereto as Exhibit 10.3.
On July 26, 2016, the Company issued a press release announcing the appointment of Mr. Buss and Dr. Frank. A copy of the press release is attached hereto as Exhibit 99.1.
Appointment of Chief Operating Officer
On July 22, 2016, the Company appointed Muhammad Raghib Hussain, age 45, as the Company’s Chief Operating Officer. Mr. Hussain co-founded the Company in 2000 and has served in various management and technology leadership roles. Since 2014 Mr. Hussain has served as Corporate Vice President, Chief Technology Officer and General Manager of the Company. Prior to co-founding the Company, Mr. Hussain held various engineering roles at Cisco Systems, Inc., a multinational company that designs, manufactures and sells networking equipment, and Cadence Design Systems, an electronic design automation software and engineering services company. He holds a BS degree in Computer Systems Engineering from NED University in Karachi, Pakistan, and an MS degree in Computer Engineering from San Jose State University.
In connection with his appointment, the Company and Mr. Hussain entered into an employment agreement (the “Employment Agreement”). Mr. Hussain’s agreement provides that he is an at-will employee and his employment may be terminated at any time by us or Mr. Hussain. If we terminate Mr. Hussain’s employment without cause (as defined in the Employment Agreement) or Mr. Hussain resigns for good reason (as defined in the Employment Agreement), and Mr. Hussain executes a release of claims against the Company, Mr. Hussain will be entitled to receive one lump sum payment equivalent to 12 months of his then current base salary (less applicable withholding taxes) and reimbursement for health care continuation coverage for a period of 12 months. If, during that 12 month period, Mr. Hussain becomes eligible for group health insurance through a new employer, then Mr. Hussain’s health care continuation reimbursements will cease. A copy of the Employment Agreement is attached hereto as Exhibit 10.4 and the description of the material terms of the Employment Agreement is qualified in its entirety by reference to such exhibit.
On July 26, 2016, the Company issued a press release announcing Mr. Hussain’s appointment. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No |
Exhibit | |
| 10.1 | Letter Agreement, dated July 22, 2016, between the Company and Brad Buss | |
| 10.2 | Letter Agreement, dated July 22, 2016, between the Company and Dr. Edward Frank | |
| 10.3 | Indemnity Agreement (1) | |
| 10.4 | Employment Agreement, dated July 22, 2016, between the Company and Muhammad Raghib Hussain | |
| 99.1 | Press release, dated July 26, 2016, relating to the appointment of Brad Buss and Dr. Edward Frank to the Board of Directors | |
| 99.2 | Press release, dated July 26, 2016, relating to the appointment of Raghib Hussain as the Company’s Chief Operating Officer | |
| (1) | Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (No. 001-33435), filed with the SEC on April 29, 2016, and incorporated herein by reference. |
SIGNATURE
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.
| Dated: July 26 , 2016 | CAVIUM, INC. | |||||
| By: | /s/ Vincent P. Pangrazio | |||||
| Vincent P. Pangrazio | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit No |
Exhibit | |
| 10.1 | Letter Agreement, dated July 22, 2016, between the Company and Brad Buss | |
| 10.2 | Letter Agreement, dated July 22, 2016, between the Company and Dr. Edward Frank | |
| 10.3 | Indemnity Agreement (1) | |
| 10.4 | Employment Agreement, dated July 22, 2016, between the Company and Muhammad Raghib Hussain | |
| 99.1 | Press release, dated July 26, 2016, relating to the appointment of Brad Buss and Dr. Edward Frank to the Board of Directors | |
| 99.2 | Press release, dated July 26, 2016, relating to the appointment of Raghib Hussain as the Company’s Chief Operating Officer | |
| (1) | Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (No. 001-33435), filed with the SEC on April 29, 2016, and incorporated herein by reference. |
EXHIBIT 10.1
July 22, 2016
Brad W. Buss
Re: Position on the Board of Directors of Cavium, Inc.
Dear Brad,
It is my sincere pleasure to welcome you as a Director on the CAVIUM, INC. (“Cavium”) Board of Directors (the “Board”). We anticipate many exciting opportunities at the company and believe that your experience and background will greatly assist us in meeting those opportunities.
Upon your appointment as a Director, pursuant to the terms of Cavium’s Non-Employee Director Compensation Policy, as may be amended from time to time (the “Policy”) and Cavium’s 2016 Equity Incentive Plan, as may be amended from time to time (the “Plan”) you have been granted a restricted stock unit award (RSU). Your RSU will vest in full on April 30, 2017, so long as you continue to serve as a Director at that time. All terms and conditions of the RSU will be set forth in the Policy, the Plan and Cavium’s form of grant notice, exercise notice and other documents relating to the Plan.
You will receive annual compensation for your service as a Director pursuant to the terms of the Policy. In addition, we will reimburse reasonable out-of-pocket expenses incurred in connection with your service as a Director in accordance with Cavium’s established reimbursement policies, including reasonable travel expenses associated with attending Cavium Board meetings. As you know, as a Director, you will not be entitled to any of the other benefits that Cavium makes available to its employees.
In your capacity as a Director of Cavium, you will be expected not to use or disclose any confidential information, including, but not limited to, trade secrets of any former employer or other person or entity to whom you have an obligation of confidentiality. Rather, you will be expected to use only information that is generally known and used by persons with training and experience comparable to your own, that is common knowledge in the industry or otherwise legally in the public domain, or that is otherwise provided or developed by Cavium.
In addition, during the term of your services as a Director and after termination of such services, you will not disclose any of Cavium confidential proprietary information, or any information of a third party provided to you by Cavium, which includes but is not limited to, all non-public tangible and intangible manifestations regarding patents, copyrights, trademarks, trade secrets, technology, inventions, works of authorship, business plans, data or any other confidential knowledge without the prior written consent of Cavium.
This letter, the Indemnity Agreement and the stock equity documentation referred to herein, constitutes the entire agreement between you and Cavium. This agreement supersedes any other agreements or promises made to you by anyone, whether oral or written, and it may only be modified in writing signed by a duly authorized officer of Cavium.
If the terms of this letter are acceptable to you, and to indicate your willingness to serve on Cavium’s Board, please sign and date this letter below. We look forward to your favorable reply and to a productive and enjoyable future relationship.
Very truly yours,
Cavium, Inc.
/s/ Syed Ali
Syed Ali
President and Chief Executive Officer
| Accepted: |
| /s/ Brad W. Buss |
| Brad W. Buss
July 22, 2016 |
EXHIBIT 10.2
July 22, 2016
Dr. Edward H. Frank
Re: Position on the Board of Directors of Cavium, Inc.
Dear Ed,
It is my sincere pleasure to welcome you as a Director on the CAVIUM, INC. (“Cavium”) Board of Directors (the “Board”). We anticipate many exciting opportunities at the company and believe that your experience and background will greatly assist us in meeting those opportunities.
Upon your appointment as a Director, pursuant to the terms of Cavium’s Non-Employee Director Compensation Policy, as may be amended from time to time (the “Policy”) and Cavium’s 2016 Equity Incentive Plan, as may be amended from time to time (the “Plan”) you have been granted a restricted stock unit award (RSU). Your RSU will vest in full on April 30, 2017, so long as you continue to serve as a Director at that time. All terms and conditions of the RSU will be set forth in the Policy, the Plan and Cavium’s form of grant notice, exercise notice and other documents relating to the Plan.
You will receive annual compensation for your service as a Director pursuant to the terms of the Policy. In addition, we will reimburse reasonable out-of-pocket expenses incurred in connection with your service as a Director in accordance with Cavium’s established reimbursement policies, including reasonable travel expenses associated with attending Cavium Board meetings. As you know, as a Director, you will not be entitled to any of the other benefits that Cavium makes available to its employees.
In your capacity as a Director of Cavium, you will be expected not to use or disclose any confidential information, including, but not limited to, trade secrets of any former employer or other person or entity to whom you have an obligation of confidentiality. Rather, you will be expected to use only information that is generally known and used by persons with training and experience comparable to your own, that is common knowledge in the industry or otherwise legally in the public domain, or that is otherwise provided or developed by Cavium.
In addition, during the term of your services as a Director and after termination of such services, you will not disclose any of Cavium confidential proprietary information, or any information of a third party provided to you by Cavium, which includes but is not limited to, all non-public tangible and intangible manifestations regarding patents, copyrights, trademarks, trade secrets, technology, inventions, works of authorship, business plans, data or any other confidential knowledge without the prior written consent of Cavium.
This letter, the Indemnity Agreement and the stock equity documentation referred to herein, constitutes the entire agreement between you and Cavium. This agreement supersedes any other agreements or promises made to you by anyone, whether oral or written, and it may only be modified in writing signed by a duly authorized officer of Cavium.
If the terms of this letter are acceptable to you, and to indicate your willingness to serve on Cavium’s Board, please sign and date this letter below. We look forward to your favorable reply and to a productive and enjoyable future relationship.
Very truly yours,
Cavium, Inc.
/s/ Syed Ali
Syed Ali
President and Chief Executive Officer
| Accepted: |
| /s/ Edward H. Frank, Ph.D. |
| Edward H. Frank, Ph.D.
July 22, 2016 |
EXHIBIT 10.4
July 22, 2016
Muhammad Raghib Hussain
RE: Amended and Restated Offer Letter
Dear Raghib:
As you know, you are currently employed by Cavium, Inc. (“Cavium” or the “Company”) pursuant to the terms of the Executive Employment Agreement you entered into with the Company on January 2, 2001 (the “Employment Agreement”). As discussed, you and the Company hereby agree to amend and restate the Employment Agreement. The terms and conditions set forth in this offer letter (the “Offer Letter”) shall become effective as of July 22, 2016 (the “Effective Date”), and shall supersede and replace the terms and conditions set forth in the Employment Agreement.
Starting on the Effective Date, you will serve as Chief Operating Officer of Cavium, reporting to the Chief Executive Officer and you will work out of our San Jose, California office. Your semi-monthly base salary will be $12,500, equivalent to an annualized amount of $300,000, less all applicable deductions and withholdings. This position is classified as exempt. Cavium may, of course, change your duties, work location, or compensation terms, in its sole discretion.
As a regular full-time employee of Cavium, you will continue to be eligible to participate in Cavium’s standard benefit plans, which include medical, dental, vision, disability insurance, 401(k) and life insurance, pursuant to the terms of these plans. Details about these benefits are provided in the Summary Plan Descriptions, which are available for your review. You will receive paid time off under Cavium’s paid time off policy and annual paid holidays.
In connection with this Agreement you must also execute Cavium’s Employee Confidential Information and Inventions Assignment Agreement (the “ECIIA”). You will be expected to continue complying with all Cavium policies and procedures.
Cavium is an “at-will” employer. That means that both you and Cavium have the right to terminate your employment at any time, with or without advance notice, and with or without cause. No one other than the Chief Executive Officer of Cavium has the authority to alter this arrangement, to enter into an agreement for employment for a specified period of time, or to make any agreement contrary to this policy. Any such agreement must be in writing and must be signed by the Chief Executive Officer of Cavium and by the affected employee.
In the event Cavium (or any successor-in-interest) terminates your employment without Cause (as defined in the attached appendix) or you resign for Good Reason (as defined in the attached appendix), you will receive the following Severance Benefits: (a) one lump sum severance payment equivalent to twelve (12) months of your then-current base salary, less all applicable withholdings and deductions; and (b) provided that you timely elect continued coverage under COBRA, Cavium will pay directly to the COBRA administrator payment to continue your coverage under COBRA through the period ending on the earlier of the following: (i) twelve (12) months following your employment termination date; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason. To receive the Severance Benefits, you must: (i) have returned all Cavium property in your possession immediately upon employment termination; (ii) have resigned as a member of the Board of Directors
of Cavium and all of its subsidiaries, to the extent applicable; and (iii) have executed a general release of all claims that you may have against Cavium or persons affiliated with Cavium. The release must be in the form prescribed by Cavium. You must execute and return the release on or before the date specified by Cavium in the prescribed form (the “Release Deadline”). The Release Deadline will in no event be later than 53 days after the last day of your employment. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the Severance Benefits.
To ensure the timely and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, or your employment, or the termination of your employment, including but not limited to all statutory claims, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in San Jose, California, by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules, which can be found at the following web address: http://www.jamsadr.com/rulesclauses). A hard copy of the rules will be provided to you upon request. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding.
In addition, all claims, disputes, or causes of action under this section, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This paragraph shall not apply to an action or claim brought in court pursuant to the California Private Attorneys General Act of 2004, as amended. The Company acknowledges that you will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator.
The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of you if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.
This Offer Letter, together with your ECIIA, forms the complete and exclusive statement of your employment agreement with Cavium. It supersedes any other agreements or promises made to you by anyone, whether oral or written, including, but not limited to, your Employment Agreement dated January 2, 2001. Changes in your employment terms, other than those changes expressly reserved to Cavium’s discretion in this Offer Letter, require a written modification signed by an officer of Cavium.
We are extremely excited about your continued employment with Cavium.
Please indicate your acceptance of this Offer Letter and confirmation that it contains our complete agreement regarding the terms and conditions of your employment, by signing the bottom portion of this Offer Letter and returning a copy to me.
Sincerely,
/s/ Syed Ali
Syed Ali
President and Chief Executive Officer
| Accepted and Agreed: | ||
| Signature: | /s/ Muhammad Raghib Hussain | |
| Date: | July 22, 2016 | |
Appendix A
“Cause” means one or more of the following: (i) the employee’s refusal to follow a reasonable and lawful direction of Cavium’s Board or Chief Executive Officer after 30 days written notice from Cavium specifying the nature of the employee’s refusal and demanding that such refusal be remedied, provided that such notice shall not be required if the refusal cannot be remedied and provided further that if the employee remedies the refusal, Cause shall not exist under this subsection; (ii) the employee’s conviction of a felony or any crime involving moral turpitude; or (iii) the employee’s material breach of such employee’s fiduciary or contractual obligations to Cavium after 30 days written notice from Cavium specifying the nature of the employee’s breach and demanding that such breach be remedied, provided such notice shall not be required if the breach cannot be remedied and provided further that if the employee remedies the breach, Cause shall not exist under this subsection.
“Good Reason” means the occurrence of one of the following events without the employee’s written consent: (i) a material reduction in the employee’s base salary, excluding the substitution of substantially equivalent compensation; (ii) a material reduction of the employee’s duties, authority or responsibilities as in effect immediately prior to such reduction; (iii) relocation of the employee’s principal place of employment to a place that increases the employee’s one-way commute by more than thirty (30) miles as compared to the employee’s then-current principal place of employment immediately prior to such relocation; (iv) failure of a successor-in-interest to Cavium to assume and perform all of the obligations of Cavium’s other agreements with the employee; and (v) any other action that constitutes a material breach by Cavium (or any successor thereto) of the employee’s employment agreement; provided, however, that to resign for Good Reason, the employee must (1) provide written notice to Cavium within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for the employee’s resignation, (2) allow Cavium at least 30 days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured within such period, the employee’s resignation from all positions the employee then holds with Cavium is effective not later than 90 days after the expiration of the cure period.
EXHIBIT 99.1
Cavium Adds Industry Veterans Brad W. Buss and Dr. Edward H. Frank to Board of Directors
SAN JOSE, California – July 26, 2016 – Cavium, Inc. (NASDAQ: CAVM), a leading provider of semiconductor products that enable intelligent processing for enterprise, data center, cloud, wired and wireless networking, today announced that Brad W. Buss and Dr. Edward H. Frank have been elected to Cavium’s Board of Directors. Their appointments are effective July 22, 2016.
“We are extremely pleased to welcome Brad and Ed to our Board of Directors. They each have decades of semiconductor industry experience. In addition, their individual experiences will prove extremely valuable to Cavium as we grow and expand our infrastructure product footprint in multiple markets,” said Syed Ali, President and Chief Executive Officer of Cavium.
Mr. Buss is a veteran of the high technology and semiconductor space with almost 30 years of experience with public and private companies including initial public offerings, mergers and acquisitions and substantial shareholder value creation activities. Mr. Buss retired as the Chief Financial Officer of SolarCity Corporation in February 2016 and is currently focused on board service and advising. In addition, Mr. Buss served as the Executive Vice President and Chief Financial Officer of Cypress Semiconductor Corporation from 2005 to 2014. Mr. Buss also held prior financial leadership roles with Altera Corporation, Cisco Systems, Inc., Veba Electronics LLC and Wyle Electronics, Inc. Mr. Buss has served on the board of directors for Tesla Motors Inc. since 2009, Advance Auto Parts, Inc. since 2016 and CaféPress, Inc. from 2007 until July 2016.
Dr. Frank co-founded Cloud Parity Inc., a voice-of-the-customer startup in the SF Bay Area, in late 2013 and serves as its Chief Executive Officer. From 2009 through 2013, Dr. Frank was Vice President of Macintosh Hardware Systems Engineering at Apple, Inc. where he led the development of four generations of Macintosh laptop and desktop computers. Before joining Apple, Dr. Frank was Corporate Vice President of Research and Development at Broadcom Corporation. Prior to becoming Corporate Vice President of Research and Development, Dr. Frank co-founded and led the engineering group for Broadcom’s Wireless LAN business, which is now one of Broadcom’s largest business units. Dr. Frank was the founding Chief Executive Officer of Epigram, Inc., a developer of integrated circuits and software for home networking, which Broadcom acquired in 1999. Dr. Frank holds over 50 issued patents. He serves on the board of directors of Analog Devices, Inc., eASIC Corporation, and Quanatenna, and is an advisor to several Bay Area venture capital firms and startups. Dr. Frank is also Vice Chairman of Carnegie Mellon University’s Board of Trustees.
###
About Cavium
Cavium is a leading provider of highly integrated semiconductor products that enable intelligent processing in enterprise, data center, cloud, wired and wireless service provider applications. Cavium offers a broad portfolio of integrated, software compatible processors ranging in performance from 100 Mbps to 100 Gbps that enable secure, intelligent functionality in enterprise, data center, broadband/consumer and access & service provider equipment. Cavium’s processors are supported by ecosystem partners that provide operating systems, tool support, reference designs and other services. Cavium’s principal offices are in San Jose, California with design team locations in California, Massachusetts, India, and China. For more information, please visit:
http://www.cavium.com
Cavium Contact
Angel Atondo
Sr. Marketing Communications Manager
Tel: (408) 943-7417
Email: angel.atondo@cavium.com
EXHIBIT 99.2
Cavium Names Raghib Hussain Chief Operating Officer
SAN JOSE, California – July 26, 2016 – Cavium, Inc. (NASDAQ: CAVM), a leading provider of semiconductor products that enable intelligent processing for enterprise, data center, cloud, wired and wireless networking, today announced that Raghib Hussain has been named Chief Operating Officer of Cavium. Mr. Hussain co-founded Cavium in 2000. He has served in various management and technology leadership roles since the inception of Cavium and has been the Corporate Vice President, Chief Technology Officer and General Manager since 2014.
Prior to co-founding Cavium, Mr. Hussain held various engineering roles at Cisco Systems, Inc. and Cadence Design Systems, Inc. Prior to that, Mr. Hussain served at VPNet, an enterprise security company, of which he was a founding team member. At VPNet, he was a key contributor to the design of the first commercial IPSec based VPN (Virtual Private Network) gateway.
Since its founding in 2000, Mr. Hussain has contributed significantly to Cavium’s growth and success as a member of the executive management team. In his previous role, Mr. Hussain has been leading Cavium’s product strategy, business operation and expansion into multiple markets with industry leading products. As Chief Operating Officer, Mr. Hussain will assume primary responsibility for Cavium’s product line business units and product business operations and will continue to report to Syed Ali, President and Chief Executive Officer of Cavium.
“Raghib has been an instrumental contributor to Cavium’s success since our founding. His deep experience in engineering and astute understanding of industry trends along with strong marketing and customer management experience uniquely position him for the COO role,” said Syed Ali, President and Chief Executive Officer of Cavium.
“Cavium is at an exciting point in its evolution. We have an extremely broad portfolio of products and IP that uniquely positions us to take advantage of the emerging infrastructure market trends. I look forward to continue to drive Cavium’s innovative culture, products and market success,” said Raghib Hussain, Chief Operating Officer of Cavium.
###
About Cavium
Cavium is a leading provider of highly integrated semiconductor products that enable intelligent processing in enterprise, data center, cloud, wired and wireless service provider applications. Cavium offers a broad portfolio of integrated, software compatible processors ranging in performance from 100 Mbps to 100 Gbps that enable secure, intelligent functionality in enterprise, data center, broadband/consumer and access & service provider equipment. Cavium’s processors are supported by ecosystem partners that provide operating systems, tool support, reference designs and other services. Cavium’s principal offices are in San Jose, California with design team locations in California, Massachusetts, India, and China. For more information, please visit: http://www.cavium.com
Cavium Contact
Angel Atondo
Sr. Marketing Communications Manager
Tel: (408) 943-7417
Email: angel.atondo@cavium.com