Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On January 3, 2022, Elias Nader tendered his resignation as the Chief Financial
Officer of Pixelworks, Inc. (the "Company"). Mr. Nader will remain employed by
the Company as an adviser until January 31, 2022.
(c) and (e)
Appointment of Haley Aman as Chief Financial Officer
Effective January 7, 2022, Haley Aman was appointed to serve as the Chief
Financial Officer of the Company.
Ms. Aman, 40, has served as the Vice President of Finance for the Company since
April 2021, as Corporate Controller since January 2013, and as Assistant
Controller since January 2011 when she initially joined the Company. Prior to
that, Ms. Aman spent just over 5 years at Deloitte & Touche LLP in the Audit and
Enterprise Risk Services department. Ms. Aman holds a Bachelor of Science in
Accounting from the University of Oregon and a Bachelor of Science in Finance
from Portland State University. Ms. Aman is a Certified Public Accountant in the
State of Oregon.
As the Company's Chief Financial Officer, Ms. Aman will receive a base salary,
initially set at an annualized amount of $270,000, and will be eligible to
participate in the Company's cash bonus program with an annual target bonus
equal to 50% of her annual base salary. In addition, Ms. Aman will be awarded
150,000 restricted stock units (RSUs) which shall vest at a rate of 25% per year
over four years on February 15, 2023, February 15, 2024, February 14, 2025, and
February 13, 2026.
Ms. Aman will also enter into the Company's standard form of Indemnity Agreement
for directors and executive officers. Pursuant to the terms of the Indemnity
Agreement, the Company will indemnify Ms. Aman to the fullest extent permitted
under Oregon law against liabilities that may arise by reason of her service to
Company, and advance expenses incurred because of any proceeding against her as
to which she could be indemnified. A copy of the Indemnity Agreement is filed as
Exhibit 10.1 to the Company's Annual Report on Form 10-K filed on March 10, 2021
and is incorporated herein by reference.
There are no family relationships between Ms. Aman and any director, executive
officer or person nominated by the Company to become a director or executive
officer, and there are no transactions between Ms. Aman or any of her immediate
family members, on the one hand, and the Company or any of its subsidiaries, on
the other, that would be required to be reported under Item 404(a) of Regulation
S-K.
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