8-K
DATA I/O CORP (DAIO)
| UNITED STATES<br><br> <br>SECURITIES AND EXCHANGE COMMISSION | ||
|---|---|---|
| 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): August 20, 2024 | ||
| Data I/O Corporation | ||
| (Exact name of registrant<br> as specified in its charter) | ||
| Washington | 0-10394 | 91-0864123 |
| --- | --- | --- |
| (State or other<br> jurisdiction of incorporation) | (Commission File Number) | (IRS Employer<br> Identification No.) |
| 6645 185th Ave. N.E., Suite 100, Redmond, WA 98052 | ||
| --- | ||
| (Address of principal<br> executive offices, including zip code) | ||
| (425) 881-6444 | ||
| (Registrant’s telephone<br> number, including area code) | ||
| Not Applicable | ||
| (Former name or former<br> 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act □
Items reported in this filing:
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 9.01 Financial Statements and Exhibits
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Retirement of Anthony Ambrose:
Anthony Ambrose will no longer be serving as President of Data I/O Corporation (the “Company”) effective September 1, 2024. Effective October 1, 2024, Mr. Ambrose will no longer serve as Chief Executive Officer of the Company. During the period of October 1, 2024 through October 15, 2024, Mr. Ambrose will continue to transition his duties and responsibilities to the new President and Chief Executive Officer. Mr. Ambrose will retire as an employee of the Company effective October 15, 2024 and from the Board of Directors of the Company effective October 31, 2024. Mr. Ambrose’s decision to retire as a member of the Board of Directors was not the result of any disagreement with the Company or its management.
Mr. Ambrose and the Company entered into a Transition Agreement pertaining to the termination of Mr. Ambrose’s employment in order to effect an orderly transition wherein Mr. Ambrose agrees to provide reasonable telephonic transition assistance at mutually agreeable times to the new President and CEO and the Board of Directors for up to one year from October 15, 2024. Mr. Ambrose will be paid his usual and customary compensation and benefits due him for services provided through October 15, 2024. Additionally, Mr. Ambrose will receive payments for one year totaling $347,000 to be paid as salary continuation in exchange for Mr. Ambrose’s covenants and waiver and releases set forth in the Transition Agreement.
Appointment of William Wentworth:
The Company has appointed William “Bill” Wentworth, age 58, as its President effective September 1, 2024, and Chief Executive Officer effective October 1, 2024 to replace Anthony Ambrose. Mr. Wentworth, who currently serves on the Board of Directors of the Company, will remain on the Board of Directors.
Bill Wentworth and the Company entered into an Executive Employment Agreement outlining the employment arrangements which include: base salary of $347,000; participation in the Company’s Management Incentive Compensation Plan (“MICP”) with an incentive compensation target of 60% of base salary; and inducement grants of 200,000 shares of non-qualified options with a four-year quarterly vesting period and six year life term. In addition to the Executive Employment Agreement, Bill has previously entered into the Company’s standard Indemnification Agreement.
Mr. Wentworth was appointed a director of the Company effective May 18, 2023. He comes to Data I/O with a wealth of industry experience spanning over 35 years, including private equity and M&A exposure. As the CEO of Source Electronics, the global market share leader in programming and test services, he was a Data I/O customer and led the sale of controlling interest of Source Electronics to HIG Capital in 2001 and the company’s subsequent sale to Avnet in 2008 with significant investor return. Under Mr. Wentworth’s leadership, Source developed compelling programming solutions for the automotive and consumer industries, expanding the business and limiting its industry and customer concentration. More
recently, as President and owner of Wentworth Advisors, he has consulted in the programming, IT, and private equity markets, focusing on expanding deal flow, performing due diligence and Board service.
There were no arrangements or understandings pursuant to which Mr. Wentworth was selected as an officer. There were no related party transactions to report between Mr. Wentworth and the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.0 | Press Release: Data I/O Announces CEO Transition Plan: Industry Veteran Bill Wentworth to Lead Company |
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.
| Data I/O Corporation | |
|---|---|
| August 20, 2024 | By: /s/ Gerald Y. Ng<br><br><br> <br>Gerald Y. Ng<br>Vice President & Chief Financial Officer |
exhibit99-pr_wentworth.htm - Generated by SEC Publisher for SEC Filing
Exhibit 99.0
Data I/O Announces CEO Transition Plan:
Industry Veteran Bill Wentworth to Lead Company
Redmond, WA – August 20, 2024 – Data I/O Corporation (NASDAQ: DAIO) today announced a Chief Executive Officer (“CEO”) transition plan, with industry veteran and current Data I/O Board member William “Bill” Wentworth to become President and CEO. Bill will replace Anthony Ambrose through a managed transition plan.
“We are very pleased to announce a leadership transition plan today with Bill Wentworth coming on board to lead Data I/O,” said Sally Washlow, Independent Chair of the Board of Directors of Data I/O. “Already a highly respected Board member of the Company, Bill will take on an executive role as he becomes President effective September 1, 2024 and CEO effective October 1, 2024.”
Mr. Wentworth, age 58, comes to Data I/O with a wealth of industry experience spanning over 35 years, including private equity and M&A exposure. As the CEO of Source Electronics, the global market share leader in programming and test services, he was a Data I/O customer and led the sale of controlling interest of Source Electronics to HIG Capital in 2001 and the company’s subsequent sale to Avnet in 2008 with significant investor return. Under Mr. Wentworth’s leadership, Source developed compelling programming solutions for the automotive and consumer industries, expanding the business and limiting its industry and customer concentration. More recently, as President and owner of Wentworth Advisors, he has consulted in the programming, IT, and private equity markets, focusing on expanding deal flow, performing due diligence and Board service. Mr. Wentworth has been a member of the Board of Directors of Data I/O since May 2023, serving as Chair of the Corporate Governance & Nominating Committee and member of the Audit and Compensation Committees.
“I am incredibly excited to become the next leader at Data I/O,” said Bill Wentworth. “Data I/O is the leading supplier to the global automotive industry and has developed industry-leading programming technology, automated solutions, and software. As a longtime customer of Data I/O over the past 40 years, I was a hands-on user of the industry’s first programming solution, the Data I/O 1. As a Board member for the past year, I’ve brought unique perspectives to the Company’s products and go-to-market strategies. Data I/O has the best balance sheet in the industry, an impressive global customer base, and critical programming technologies for automotive electronics market leadership, thanks to Anthony and his team. Our first objectives will be to capitalize on these attributes to generate growth, add new revenue streams, investigate new go-to-market models, and build the most robust, consistent, and reliable solutions for the markets we serve. The team and I will be evaluating from day one a comprehensive set of organic and inorganic opportunities for growth. Using our current strengths and industry-leading position, we will invest and innovate for the future with a goal of attaining sustainably greater profits and returns for shareholders.”
Data I/O Corporation
6645 185^th^ Avenue NE, Suite 100, Redmond, WA 98052
“I would like to thank Anthony Ambrose for his 12 years as CEO,” said Sally Washlow. “Anthony led our transition to Automotive First and introduced the PSV family of programming systems, the most successful family of programming systems in the industry with over 500 systems sold in the past decade. Anthony will assist Bill during his transition period and will be available to consult for the Company for the next 12 months. We all wish him well in his retirement from Data I/O.”
“It’s been my great pleasure to lead Data I/O for the past 12 years,” said Anthony Ambrose. “I recently discussed succession planning with the Board of Directors and I am pleased to hand off leadership of Data I/O to Bill Wentworth. He has the experience in our industry and financial markets to take Data I/O to the next level, and I look forward to fully supporting him during the transition period and beyond.”
Mr. Wentworth will continue to serve on Data I/O’s Board of Directors, although he will be reclassified from an Independent member to an Executive member, with Committee participation subject to change. After October 31, 2024, Mr. Ambrose will no longer be a member of Data I/O’s Board of Directors following his retirement as CEO of the Company, leaving 4 members of which 3 will be independent.
About Data I/O Corporation
Since 1972, Data I/O has developed innovative solutions to enable the design and manufacture of electronic products for automotive, Internet-of-Things, medical, wireless, consumer electronics, industrial controls and other electronics devices. Today, our customers use Data I/O’s data programming solutions and security deployment platform to secure the global electronics supply chain and protect IoT device intellectual property from point of inception to deployment in the field. OEMs of any size can program and securely provision devices from early samples all the way to high volume production prior to shipping semiconductor devices to a manufacturing line. Data I/O enables customers to reliably, securely, and cost-effectively bring innovative new products to life. These solutions are backed by a portfolio of patents and a global network of Data I/O support and service professionals, ensuring success for our customers. Learn more at dataio.com/Company/Patents.
Learn more at dataio.com
Forward Looking Statements Disclaimer
Statements in this news release concerning strategic business planning, executive management and Board of Director membership, economic outlook, expected revenue, expected margins, expected savings, expected results, expected expenses, orders, deliveries, backlog and financial positions, semiconductor chip shortages, supply chain expectations, as well as any other statement that may be construed as a prediction of future performance or events are forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by such statements.
Forward-looking statement disclaimers also apply to the demand for the Company’s products and the impact from geopolitical conditions including any related international trade restrictions. These factors include uncertainties as to the ability to record revenues based upon the timing of product deliveries, shipping availability, installations and acceptance, accrual of expenses, business interruptions, changes in economic
conditions, part shortages and other risks including those described in the Company’s filings on Forms 10-K and 10-Q with the Securities and Exchange Commission (SEC), press releases and other communications.
Data I/O Corporation
6645 185^th^ Avenue NE, Suite 100, Redmond, WA 98052
Contacts
Data I/O Corporation
Jennifer Higgins
Director Corporate Marketing
425-867-6922
higginj@dataio.com
Investor Relations
Darrow Associates, Inc.
Jordan Darrow
512-551-9296
jdarrow@darrowir.com
Data I/O Corporation
6645 185^th^ Avenue NE, Suite 100, Redmond, WA 98052