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Fairchild Semiconductor International announced on April 6, 2005, that Mark S. Thompson would become president and CEO, succeeding Kirk P. Pond. The appointment was to take effect after the company’s annual stockholders’ meeting on May 4—not on the announcement date. Pond was to remain chairman. Fairchild’s SEC filing records the terms of the transition; EE Times reported it on April 7, 2005.
What Fairchild announced
The company named Thompson to both the president and chief executive officer roles and planned to add him to its board of directors. Fairchild described the move as part of a succession plan. The SEC filing dates the announcement and employment agreement to April 6, 2005, and sets the leadership change for after the May 4 annual meeting. Read the Form 8-K.
The dates can be easy to mix up: EE Times’ story is dated April 7, the day after the company announced the decision, while May 4 was the scheduled effective date of Thompson’s appointment. EE Times’ report describes the announcement; the filing supplies the formal transition terms.
Who was Mark S. Thompson?
Thompson was already a Fairchild executive, not a new hire brought in for the CEO role. He had joined the company in December 2004 as executive vice president of its Manufacturing and Technology Group. Before Fairchild, he had been CEO of Big Bear Networks since August 2001 and held executive positions at Tyco Electronics and Raychem. Fairchild’s filing and contemporary EE Times coverage provide those biographical details.
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What happened to Kirk P. Pond?
Pond did not leave immediately when Thompson took over. The succession plan kept Pond as chairman of the board, and the filing said he would remain an executive officer until his planned retirement on June 26, 2005. After retirement, he was to serve as a nonemployee consultant through June 2007. The Form 8-K sets out that timetable.
Rank #2
Contemporary coverage called Pond Fairchild’s founding president and CEO. That description refers to the company’s post-National Semiconductor return as an independent business, not to the founding of the original Fairchild Semiconductor in 1957. Fairchild’s earlier annual filing says Pond became president in June 1996. EE Times’ account and the earlier SEC filing provide that context.
Why the transition mattered
This was a planned handover at a major power-semiconductor company, with Thompson bringing manufacturing and technology responsibilities into the top job. Fairchild’s announcement framed his appointment as the next stage of the company’s growth; it did not set out a different public reason for the change. EEPower’s contemporary report reproduces the company’s growth-oriented framing.
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Rank #3
EE Times reported Pond’s statement that Fairchild had grown from about $600 million in sales to $1.6 billion in revenue in the prior year. Those figures are attributed to Pond as reported at the time, rather than presented here as a new financial comparison. See the contemporary report.
What the SEC filing disclosed
Alongside the appointment, Fairchild’s April 6 Form 8-K disclosed an employment agreement and equity-related promotion grants for Thompson. The grants were subject to stockholder approval:
| Grant | Amount | Condition |
|---|---|---|
| Deferred stock units | 45,000 | Subject to stockholder approval |
| Performance shares | 46,000 | Subject to stockholder approval |
| Stock options | 275,000 | Subject to stockholder approval |
The amounts and condition are stated in Fairchild’s Form 8-K; they describe the promotion grants disclosed in 2005, not current compensation.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.At a glance: the 2005 succession
| Date | Event |
|---|---|
| December 2004 | Thompson joined Fairchild as executive vice president of Manufacturing and Technology. |
| April 6, 2005 | Fairchild announced the appointment and entered into Thompson’s employment agreement. |
| April 7, 2005 | EE Times published its report on the announcement. |
| May 4, 2005 | Thompson was scheduled to succeed Pond after the annual stockholders’ meeting. |
| June 26, 2005 | Pond was scheduled to retire as an executive officer. |
| June 2007 | Pond’s planned consulting period was to end. |
The appointment is a historical leadership change from 2005, not a current executive announcement. A later Fairchild filing confirms Thompson became president and CEO in May 2005. See the later filing.
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