WOLF 8-K
Wolfspeed, Inc. (WOLF)
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 Lowe has resigned as a member of the Company’s Board of Directors and has withdrawn his nomination for election as a director at the Company’s 2024 Annual Meeting of Shareholders.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
Exhibit 99.1
Wolfspeed Announces Leadership Transition
| • | Gregg Lowe to Depart as President & CEO and as a Member of the Board of Directors |
| • | Current Chairman Thomas Werner Appointed Executive Chairman |
| • | Search Process Underway to Identify Permanent CEO |
Durham, N.C., November 18, 2024 – Wolfspeed (NYSE: WOLF) today announced that its Board of Directors (the “Board”) has determined and agreed with Gregg Lowe that he will depart this month from his roles as Wolfspeed’s President and Chief Executive Officer and as a member of the Board. The Board is conducting a search to identify a permanent CEO with the support of a leading global executive search firm.
The Board has appointed Thomas Werner, Chairman of the Board, as Executive Chairman while the Board works to identify Wolfspeed’s next CEO. Mr. Werner will oversee the continued execution of Wolfspeed’s strategy in close alignment with Wolfspeed’s senior leadership team, the Board and the Board’s operations and finance committees. Following Mr. Werner’s appointment as Executive Chairman, Board member Stacy Smith was appointed as Lead Independent Director.
“On behalf of the full Board, I would like to thank Gregg for his service and dedication to Wolfspeed,” Mr. Werner said. “Since joining the Company as CEO in 2017, Gregg has spearheaded our transition into a leading, pure-play silicon carbide company well-positioned to capture the long-term opportunities ahead. The Board has always been focused on driving long-term value, and at this inflection point in Wolfspeed’s journey, the Board agreed that this is the right time for a leadership transition.”
Mr. Werner added, “I have started in the role of Executive Chairman to keep Wolfspeed focused on completing key priorities while the Board conducts a search for our next CEO. I look forward to working closely with our highly engaged Board and senior leadership team to oversee day-to-day operations and ensure we continue to provide our customers with high-quality products. As we look ahead, we are firmly committed to our key strategic initiatives, which includes executing against the milestones outlined in our recent CHIPS PMT agreement, completing our restructuring initiatives to lower our break-even point and accelerate our path towards profitability, and delivering sales growth on a consistent basis. Wolfspeed is materially undervalued relative to its strategic value and I will focus on driving the Company’s priorities and working with the Finance Committee of the Board to explore options to unlock value.”
Mr. Lowe said, “I am honored to have had the opportunity to lead Wolfspeed and work alongside such talented and dedicated colleagues. Over the past seven years, we have transformed Wolfspeed into the only pure-play and vertically integrated silicon carbide operator in the country to capitalize on the structural and long-term demand for next generation semiconductor technology. While there is work still to be done, I have every confidence that Wolfspeed will execute on its strategic priorities and extend its silicon carbide leadership in the years to come.”
About Thomas Werner
Mr. Werner has been a member of the Board of Directors since March 2006, and has served as Chairman 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.
About Wolfspeed, Inc.:
Wolfspeed (NYSE: WOLF) leads the market in the worldwide adoption of silicon carbide technologies that power the world’s most disruptive innovations. As the pioneers of silicon carbide, and creators of the most advanced semiconductor technology on earth, we are committed to powering a better world for everyone. Through silicon carbide material, Power Modules, Discrete Power Devices and Power Die Products targeted for various applications, we will bring you The Power to Make It Real.TM Learn more at www.wolfspeed.com.
X (formerly Twitter): @Wolfspeed
LinkedIn: @Wolfspeed
Wolfspeed® is a registered trademark and The Power to Make It Real™ is a trademark of Wolfspeed, Inc.
Forward Looking Statements:
This press release contains forward-looking statements by Wolfspeed involving risks and uncertainties, both known and unknown, that may cause Wolfspeed’s actual results to differ materially from those indicated. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about Wolfspeed’s ability to capture long-term opportunities and execute on its strategy, as well as its ability to achieve milestones necessary to access funding. Actual results may differ materially due to a number of factors, including the timing of the CEO search; risks associated with Wolfspeed’s expansion plans; changes in customer demand; Wolfspeed’s ability to obtain additional funding or take other actions required under the terms outlined in the PMT; Wolfspeed’s ability to lower costs; and other factors discussed in Wolfspeed’s filings with the Securities and Exchange Commission, including its report on Form 10-K for the year ended June 30, 2024, and subsequent filings.
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