Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective on January 4, 2021, Steve Mollenkopf, the Chief Executive Officer
("CEO") of QUALCOMM Incorporated (the "Company"), informed the Chair of the
Board of Directors of the Company of his intention to retire as CEO effective
June 30, 2021. Following 26 years of service at Qualcomm, including seven years
as CEO, Mr. Mollenkopf believes that Qualcomm's strong position makes this an
appropriate time for an orderly transition in leadership. The Board of Directors
requested that Mr. Mollenkopf continue his employment with the Company as a
Special Advisor following the conclusion of his service as CEO. As discussed
below, Mr. Mollenkopf, drawing on his deep experience and relationships, will
report to the Board of Directors through its Chair to assist the Company in
several key areas. Upon completion of Mr. Mollenkopf's service as CEO on June
30, 2021, he plans to resign from the Board of Directors.
(c) Effective on January 4, 2021, the Board of Directors appointed Cristiano
Amon as CEO-elect, to serve as the Company's CEO beginning on July 1, 2021. Mr.
Amon, age 50, has served as President of the Company since January 2018. He
served as Executive Vice President, Qualcomm Technologies, Inc. ("QTI"), a
subsidiary of the Company, and President, Qualcomm CDMA Technologies ("QCT")
from November 2015 to January 2018. He served as Executive Vice President, QTI
and Co-President, QCT from October 2012 to November 2015, Senior Vice President
of the Company and Co-President, QCT from June 2012 to October 2012, and as
Senior Vice President, QCT Product Management of the Company from October 2007
to June 2012, with responsibility for QTI's product roadmap, including the
Qualcomm Snapdragon platforms. He joined Qualcomm in 1995 as an engineer and
throughout his tenure at Qualcomm has held several other technical and
leadership positions. He holds a B.S. in Electrical Engineering and an honorary
doctorate from UNICAMP, the State University of Campinas, Brazil.
Effective July 1, 2021, in connection with his appointment as CEO, Mr. Amon will
receive a base salary of $1,150,000 per year and will be eligible to receive a
bonus under the Company's 2021 Annual Cash Incentive Plan ("2021 ACIP") of 200%
of his base salary at target.
Mr. Amon is the brother of Rogerio Amon, who currently serves as a Vice
President, Program Management, QTI. Rogerio Amon is compensated according to the
Company's standard practices, including participation in its employee benefit
plans generally made available to employees of a similar responsibility level.
His current base salary is $280,530 per year, and he is eligible to participate
in the Company's cash bonus plan and to receive equity awards in amounts
reflecting his relative position and performance. We do not view Mr. Amon as
having an interest in the compensation of Rogerio Amon that is material to him
or the Company.
(e) Among other matters, as Special Advisor Mr. Mollenkopf (with Mr. Amon or
individually, as appropriate) will focus on assisting the Company in
governmental affairs matters (including interaction and engagement with high
level domestic and foreign agencies and personnel), advising on current and any
future regulatory and legal proceedings, advising on commercialization of
existing and new intellectual properties (including negotiation of significant
license agreements), advising on potential strategic acquisitions and other
transactions, and advising on strategies designed to maintain the Company's
leadership in 5G technology development, as well as assisting with continuing
CEO transition activities. As a Special Advisor to the Company, Mr. Mollenkopf
will: (i) receive an annual salary of $150,000, (ii) to the extent he is
eligible under existing plans and agreements, remain eligible to participate in
the Company's employee benefit plans and receive credit for service under
previously outstanding equity awards, and (iii) participate in the 2021 ACIP.
Mr. Mollenkopf will not receive any additional equity awards or participate in
future cash bonus plans, nor will he receive any benefits under the Company's
Executive Officer Severance Plan or Executive Officer Change-in-Control
Severance Plan, following his conclusion of service as CEO, although certain
definitions in the severance plans will continue to apply to outstanding equity
awards.
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