Infinera Corp appointed new CEO

Item 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On March 5, 2024, Regan MacPherson joined the Company as the Senior Vice President of Legal and will transition into the role of the Company's Chief Legal Officer ("CLO") and Corporate Secretary, effective on the date immediately following the filing of the Form 10-K for the fiscal year 2023.

Ms. MacPherson served as Executive Vice President and Chief Legal Officer of SunPower Corporation, a residential solar technology and energy services provider from April 2021 until June 2022. Prior to that, she was Chief Legal and Compliance Officer of Quantum Corporation, a company specializing in the storage and management of digital video and other forms of unstructured data, from October 2019 to April 2021. Prior to joining Quantum, she was the Vice President and Chief Compliance Officer at Marvell Semiconductor, Inc. from June 2017 to October 2019. Ms. MacPherson served as Senior Vice President and General Counsel of Seagate Technology, PLC from March 2016 to June 2017. Ms. MacPherson also served as Vice President and Interim General Counsel from August 2015 to March 2016, Deputy General Counsel from September 2013 to August 2015, in addition to varying roles of increasing responsibility from July 2005 to September 2013, at Seagate Technology plc. Ms. MacPherson holds a J.D. from Southwestern Law School and a B.A. in political science from San Francisco State University.

In connection with her hire, Ms. MacPherson entered into an offer letter with the Company (the "Offer Letter"). Pursuant to her Offer Letter, Ms. MacPherson will receive an annual base salary of $415,000 and will be eligible for a target annual bonus opportunity equal to 75% of her annual base salary, with any 2024 annual bonus opportunity prorated to reflect the portion of the year that she is employed with the Company. In addition, Ms. MacPherson will be eligible to receive an award of restricted stock units covering 115,000 shares of common stock of the Company ("RSUs") and an award of performance shares covering 115,000 shares of common stock of the Company ("PSUs"), pursuant to the Company's 2016 Equity Incentive Plan and standard form of applicable award agreement thereunder. The RSUs will be scheduled to vest as to 25% of the RSUs on each of the one-, two-, three- and four-year anniversaries of the vesting commencement date, in each case subject to continued service through the applicable vesting date. The vesting of the PSUs will be subject to the achievement of one or more performance objectives to be determined by the Compensation Committee of the Company's Board of Directors, in its discretion, and continued service through the applicable vesting date or dates. Ms. MacPherson will be eligible to enter into a change of control severance agreement with the Company in the form previously filed with the Securities and Exchange Commission (the "SEC"). Ms. MacPherson also will be eligible for certain severance benefits in the event of a qualification termination under the Company's Executive Severance Policy, which policy previously has been filed with the SEC.

Simultaneously with the appointment of Ms. MacPherson as CLO, David Teichmann, the Company's current CLO, will transition to an Advisor role reporting to the Company's Chief Executive Officer ("CEO"). Mr. Teichmann will assist with the transition of his duties along with initiatives assigned by the CEO. Mr. Teichmann will no longer serve as an executive officer of the Company once he is no longer CLO. During the transition period, Mr. Teichmann will continue to receive his compensation currently in effect, remain a party to his change of control severance agreement with the Company and otherwise continue with his existing level of benefits.