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 |
Departure of Gregg A. Lowe
On November 18, 2024, Wolfspeed, Inc. (the “Company”) announced the departure of its President and Chief Executive Officer, Gregg A. Lowe. Mr. Lowe is stepping down from his roles of President and Chief Executive Officer and director on such date and will depart the Company as an employee by the end of the month. Mr. Lowe’s departure results from the determination by the Company’s Board of Directors on November 12, 2024 to terminate Mr. Lowe’s employment without cause. Mr. Lowe has resigned as a member of the Company’s Board of Directors and has withdrawn his nomination for election as a director at the Company’s 2024 Annual Meeting of Shareholders. Following his termination, Mr. Lowe will receive the severance payments applicable to a termination without cause as described in the Change in Control Agreement between the Company and Mr. Lowe, dated September 17, 2017, as amended May 4, 2018, which are filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2017 and Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on May 4, 2018, respectively (the “Change in Control Agreement”), except that he has decided to forego receipt of the lump sum payment equal to 1.5 times his target bonus for fiscal 2025 that would have otherwise been payable under the Change in Control Agreement.
A copy of the Company’s press release announcing Mr. Lowe’s departure is attached hereto as Exhibit 99.1.
Appointment of Thomas H. Werner as Executive Chairman
On November 15, 2024, the Company’s Board of Directors appointed Thomas H. Werner, current Chair of the Board, as Executive Chair effective as of November 18, 2024, in which role he will serve as the Company’s principal executive officer on an interim basis and will oversee the continued execution of the Company’s strategy while the Board conducts a search for a new Chief Executive Officer.
Mr. Werner, 64, has been a member of the Board of Directors since March 2006, and has served as Chair of the Board of the Company since October 2023. He has served as the Executive Chairman of SunPower Corporation (Nasdaq: SPWR), a publicly traded marketer of high-efficiency solar cells and solar panels, since February 2024, and served as Principal Executive Officer of SunPower from February 2024 until August 2024. Mr. Werner previously served as Sunpower’s Chairman of the Board of Directors from June 2010 to November 2021 and as its Chief Executive Officer from June 2003 to April 2021. Prior to SunPower, he served as Chief Executive Officer of Silicon Light Machines Corporation, an optical solutions subsidiary of Cypress Semiconductor Corporation, from July 2001 to June 2003. Earlier, Mr. Werner was Vice President and General Manager of the Business Connectivity Group of 3Com Corporation, a network solutions company.
In connection with this appointment, Mr. Werner has stepped down from the Compensation Committee of the Board of Directors and Stacy J. Smith has been appointed as Lead Independent Director.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description of Exhibit | |
| 99.1 | Press release dated November 18, 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.
| WOLFSPEED, INC. | ||
| By: | /s/ Bradley D. Kohn | |
| Bradley D. Kohn | ||
| Senior Vice President and General Counsel | ||
Date: November 18, 2024