Identiv, Inc. appointed new CEO

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


Appointment of President, IoT Solutions 

On April 1, 2024, the Board appointed Kristen F. Newquist as President, IoT Solutions, effective April 15, 2024. 

Ms. Newquist, age 57, joins Identiv from Avery Dennison Corporation (NYSE: AVY), a global materials science and digital identification solutions company, where she held various roles, including as Global Vice President, Global Healthcare and Product Line Management at Avery Dennison Smartrac from October 2022 to September 2023, Global Vice President/General Manager at Avery Dennison Medical from June 2016 to October 2022, Vice President, Global Business Development at Avery Dennison Medical from June 2011 to June 2016, and Director of New Growth Platforms at Avery Dennison Corporation from May 2007 to June 2011. Prior to Avery Dennison, Ms. Newquist served as a Director at Copia Associates LLC, a private investment firm, from March 2005 to May 2007. From August 2001 to January 2005, Ms. Newquist served as Vice President, Corporate Development at Ancora Management Group, a mail services company that was acquired by Pitney Bowes Inc. (NYSE: BPI), a global shipping and mailing company, in November 2004. She also served as Director of Project Management at Iwerks Entertainment, a designer and manufacturer of software-based entertainment attractions, from January 1990 to August 1996. Ms. Newquist holds a B.S. in Mechanical Engineering from Stanford University and an M.B.A. from the Anderson School at University of California, Los Angeles. 


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Pursuant to an offer letter (the "Letter Agreement"), Ms. Newquist will receive an annual base salary of $400,000 and, subject to the Board's approval, Ms. Newquist will receive 200,000 restricted stock units ("RSUs") under Identiv's 2011 Incentive Compensation Plan, which will vest over four years with 25% vesting on the first anniversary of her appointment and the remaining 75% vesting quarterly over 12 quarters, subject to Ms. Newquist's continued employment with Identiv through the applicable vesting dates. In addition, Ms. Newquist will be eligible to earn up to $300,000 in annual variable compensation and 200,000 RSUs, each based on the level of achievement of performance metrics to be established by the Compensation Committee of the Board. Ms. Newquist is eligible to participate in Identiv's employee benefits programs. 

Pursuant to the Letter Agreement, Ms. Newquist is also entitled to severance benefits. If she is terminated without Cause (as defined in such Letter Agreement), she is entitled to a payment equal to 12 months of her base salary and benefits, and an additional 12 months of accelerated vesting of her RSUs. Ms. Newquist also entered into Identiv's standard form of indemnification agreement. 

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. 

There is no arrangement or understanding between Ms. Newquist and any other person pursuant to which she was selected as an officer of Identiv. Additionally, there are no family relationships between Ms. Newquist any of Identiv's directors or executive officers, and Ms. Newquist has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 

Anticipated Departure of Chief Executive Officer 

Pursuant to the terms of the Purchase Agreement, Steven Humphreys is expected to resign from his position as Identiv's Chief Executive Officer and join an affiliate of Vitaprotech Group SAS, effective upon the Closing. Ms. Newquist is expected to assume the role of Identiv's Chief Executive Officer upon Mr. Humphreys' departure.