SGH Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

SMART Global Holdings (SGH) has announced the grant of inducement awards to its new CFO, Nate Olmstead. These awards were approved by SGH's independent Compensation Committee in compliance with Nasdaq Listing Rule 5635(c)(4) and are part of the company's 2021 Inducement Plan. Nate Olmstead will receive time-based restricted share units (RSUs) and performance-based restricted share units (PSUs), each representing 61,331 ordinary shares. The RSUs will fully vest over four years, with 25% vesting after the first year and the rest in equal quarterly installments. The PSUs will vest based on SGH's total shareholder return relative to the median company in the Russell 2000 Index over a three-year period. The number of shares that may be earned under the PSUs ranges from 0% to 200% of the target, contingent upon continued employment.

Positive

• Granting of 61,331 RSUs and 61,331 PSUs to new CFO Nate Olmstead.
• RSUs vesting schedule over four years, encouraging long-term commitment.
• PSUs tied to SGH's TSR relative to the Russell 2000, incentivizing performance.

Negative

• Potential dilution of shares with the issuance of new RSUs and PSUs.

MILPITAS, Calif.--(BUSINESS WIRE)-- SMART Global Holdings, Inc. (“SGH”) (Nasdaq: SGH) today announced the grant of inducement awards to its new senior vice president and chief financial officer, Nate Olmstead, in connection with his commencement of employment with SGH on June 26, 2024. The independent Compensation Committee of the Board of Directors of SGH (the “Committee”) approved the grant to Mr. Olmstead, as of June 26, 2024, of time-based restricted share units with respect to 61,331 ordinary shares of SGH (the “RSUs”) and performance-based restricted share units with respect to 61,331 ordinary shares of SGH at the target level (the “PSUs”).

The awards have been granted to Mr. Olmstead as inducements material to his entering into employment with SGH in accordance with Rule 5635(c)(4) of the Nasdaq Marketplace Rules. The awards are granted under the SMART Global Holdings, Inc. 2021 Inducement Plan, which was adopted by SGH’s Board of Directors effective as of February 15, 2021, and which authorizes equity awards outside of the shareholder-approved SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan to provide inducements for certain individuals to enter into employment with SGH and its subsidiaries and affiliates.

The RSUs will vest over four years, with 25% vesting on July 20, 2025 and the remaining 75% vesting in equal quarterly installments thereafter, subject to Mr. Olmstead’s continued employment through each vesting date.

The PSUs will vest, if at all, based on SGH’s total shareholder return (“TSR”) relative to the performance of the median company in the Russell 2000 Index following the end of a three-year performance period, subject to Mr. Olmstead’s continued employment through the date of the Committee’s certification that SGH’s TSR equals or exceeds the applicable threshold level of performance. The number of shares that may be earned under the PSUs ranges from 0% of target to 200% of target.

Other terms of the awards are set forth in the 2021 Inducement Plan and the applicable award agreements covering such awards.

About SMART Global Holdings – SGH

At SGH, we design, build, deploy, and manage high-performance, high-availability enterprise solutions that help our customers solve for the future. Across our computing, memory, and LED lines of business, we focus on serving our customers by providing deep technical knowledge and expertise, custom design engineering, build-to-order flexibility, and a commitment to best-in-class quality.

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Investor Contact

Suzanne Schmidt

Investor Relations

+1-510-360-8596

ir@sghcorp.com

PR Contact

Maureen O’Leary

Director, Communications

+1-602-330-6846

pr@sghcorp.com

Source: SMART Global Holdings, Inc.

FAQ

What inducement awards did SGH grant to its new CFO Nate Olmstead?

SGH granted Nate Olmstead 61,331 time-based restricted share units (RSUs) and 61,331 performance-based restricted share units (PSUs).

When will Nate Olmstead's RSUs vest?

The RSUs will vest over four years, with 25% vesting on July 20, 2025, and the remaining 75% in equal quarterly installments.

What is the criteria for Nate Olmstead's PSUs to vest?

The PSUs will vest based on SGH's total shareholder return relative to the median company in the Russell 2000 Index over a three-year period.

What Nasdaq rule applies to the inducement grants given by SGH?

The inducement grants were made in accordance with Nasdaq Listing Rule 5635(c)(4).

How many shares are covered by the RSUs and PSUs granted to Nate Olmstead?

The RSUs and PSUs each cover 61,331 ordinary shares of SGH.