UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Fiscal Year 2025 Performance-Based Restricted Stock Awards and Performance Criteria
On May 14, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of Qorvo, Inc. (the “Company”) approved awards of performance-based restricted stock units (“PBRSUs”) for fiscal year 2025 in accordance with the Qorvo, Inc. 2022 Stock Incentive Plan (the “2022 Plan”) to each of the Company’s current named executive officers. Each PBRSU, in addition to being subject to customary terms and conditions as set forth in the 2022 Plan and PBRSU award agreement, is subject to specified performance and service conditions and represents a performance-based award to receive an amount of the Company’s common stock at a future date. The fair market value for each share of the Company’s common stock underlying the PBRSUs was established by the Committee in accordance with the 2022 Plan at $99.05 per share, which was the closing price of the Company’s common stock as reported on the Nasdaq Global Select Market on May 14, 2024.
Consistent with prior fiscal years, the Committee approved the grant of PBRSUs that will be earned based upon the Company’s achievement of certain key Company initiatives that the Committee believes have a strong potential to impact longer-term stockholder value creation (the “Performance Objective PBRSUs”). Approximately 75% of the target grant date value of the fiscal year 2025 PBRSUs consist of Performance Objective PBRSUs. In addition, the Committee included an additional component to the PBRSU program for fiscal year 2025. Pursuant to this change, approximately 25% of the target grant date value of the fiscal year 2025 PBRSUs consist of awards that will be earned based upon the Company’s achievement of certain gross margin objectives for fiscal years 2025, 2026 and 2027 (the “Gross Margin PBRSUs”).
Performance Objective PBRSUs
Performance Objective PBRSUs will be earned by each officer to the extent the Company achieves at least one of the performance objectives (the “Performance Objectives”) established by the Committee as set forth below. Several of the Performance Objectives contain separate sub-objectives which can be separately met. Each of the Performance Objectives must be satisfied by a specific date (each a “Measurement Date”), ranging from the second quarter of the Company’s current 2025 fiscal year to the first quarter of the Company’s 2026 fiscal year, depending upon the objective.
Each Performance Objective and sub-objective is separately weighted and expressed as a percentage of a target number of shares of the Company’s common stock. An officer may earn up to 200% of the target number of Performance Objective PBRSUs if all Performance Objectives are met in full. The Performance Objectives include goals in the following categories: securing specific customer design wins across multiple product segments; reaching specific design and R&D-related goals; deploying certain tools to enhance productivity; utilizing machine learning to improve performance; meeting designated content goals at key customers; meeting specified target production release dates; completing certain productivity and efficiency initiatives; and meeting designated environmental goals.
The shares subject to the Performance Objective PBRSUs will not be earned unless and until the Committee determines the extent, if any, to which the Performance Objectives have been satisfied as of the applicable Measurement Date, and, except as otherwise provided in the relevant PBRSU award agreement, the officer satisfies the applicable service requirement set forth in such agreement. The PBRSUs earned by the officer with respect to a Performance Objective, if any, will vest over a three-year period, with 50% vesting upon certification of the level of achievement by the Committee after the applicable Measurement Date for the applicable Performance Objective and the remaining 50% vesting in equal annual installments over each of the following two years.
Gross Margin PBRSUs
Gross Margin PBRSUs will be earned by each officer to the extent the Company achieves objectives established by the Committee tied to the Company’s non-GAAP gross margin each fiscal year pursuant to three one-year performance period consisting of fiscal years 2025, 2026 and 2027 (the “Gross Margin Objectives”). The officer may earn up to 200% of the target number of Gross Margin PBRSUs if the Gross Margin Objectives are met in full.
The shares subject to the Gross Margin PBRSUs will not be earned unless and until the Committee determines and certifies the extent, if any, to which the Gross Margin Objectives have been satisfied following completion of each fiscal year (unless the Committee determines otherwise) and, except as otherwise provided in the relevant PBRSU award agreement, the officer satisfies the applicable service requirement set forth in such agreement. The Gross Margin PBRSUs earned by the officer with respect to a fiscal year, if any, will vest on the date of the Committee’s certification.
The target number of shares of the Company’s common stock subject to the Performance Objective PBRSUs and Gross Margin PBRSUs is as follows:
| Name | Performance Objective PBRSUs | Gross Margin PBRSUs |
| (assuming target performance) | (assuming target performance) | |
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Robert A. Bruggeworth President and Chief Executive Officer |
49,066
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16,355
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Grant A. Brown Senior Vice President and Chief Financial Officer |
13,175 | 4,392 |
| Philip J. Chesley | 9,086 | 3,029 |
| Senior Vice President and President of High Performance Analog | ||
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Steven E. Creviston Senior Vice President and President of Connectivity & Sensors |
10,449
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3,483 |
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Paul J. Fego Senior Vice President of Global Operations |
11,812 | 3,937 |
Item 8.01. Other Events.
On May 20, 2024, the Company issued a press release announcing that a federal jury in the U.S. District Court for the District of Delaware returned a verdict on Friday, May 17, 2024, in favor of the Company in an action against Akoustis Technologies, Inc. and Akoustis Inc.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| 99.1 | Press release dated May 20, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Qorvo, Inc. | ||
By: |
/s/ Grant A. Brown | |
Grant A. Brown | ||
Senior Vice President and Chief Financial Officer | ||
| Date: May 20, 2024 |