Silvaco (SVCO) CEO Change: $975K Severance, New CEO Equity Up to $6.25M

Silvaco Group, Inc. reported a CEO transition and related compensation arrangements.

Rhea-AI Filing Summary

Silvaco Group, Inc. reported a CEO transition and related compensation arrangements. Dr. Babak A. Taheri stepped down as CEO and director, effective August 19, 2025, and entered a Separation Agreement providing severance and other benefits. Under that agreement he will receive aggregate cash severance of $975,484 (equal to 18 months' base salary plus pro‑rata target bonus), COBRA health benefit payments for 15 months, accelerated vesting of 126,161 unvested time‑based restricted stock units, 12 months of car lease payments totaling $12,000, and payment of a $20,000 life insurance premium. The agreement also preserves confidentiality, non‑disparagement and non‑solicit covenants and includes a release of claims.

The Board appointed Dr. Walden C. Rhines as CEO, effective August 19, 2025, and the company entered an employment agreement through March 31, 2027. Dr. Rhines will receive an annual base salary of $160,000 and may receive performance‑based restricted stock unit grants with grant‑date fair values ranging from $100,000 up to an aggregate of $6,252,636, vesting upon achievement of specified VWAP trading thresholds and continued employment through the Term. If terminated under certain conditions before or at the end of the Term, Dr. Rhines may be eligible for a lump sum severance ranging from $500,000 to $1,000,000 and accelerated vesting of PRSUs, subject to a release and covenant compliance.

Positive

• Orderly leadership succession: Board appointed an experienced industry veteran, Dr. Walden C. Rhines, as CEO, preserving continuity.
• Performance‑linked compensation: New CEO’s equity grants (up to $6,252,636) vest only upon achievement of specified VWAP thresholds, aligning pay with shareholder value.

Negative

• Material separation cost: Former CEO’s cash severance and benefits total at least $975,484 plus COBRA and other payments, and accelerated vesting of 126,161 RSUs increases potential dilution.
• Significant potential dilution/expense: Performance‑based awards with grant‑date fair value up to $6,252,636 and severance provisions ($500,000–$1,000,000) could materially increase compensation expense if milestones are met or termination triggers occur.

Insights

Corporate Governance Expert

TL;DR: Leadership change with sizeable exit package and performance‑linked CEO replacement that shifts compensation toward equity tied to stock performance.

The filing documents a voluntary, non‑dispute departure of the prior CEO with a separation package combining cash, benefits continuation and accelerated equity vesting, totaling concrete cash and benefit amounts plus material equity acceleration (126,161 RSUs). The new CEO agreement emphasizes performance‑based equity of up to $6.25M and modest base salary ($160k), aligning pay with market performance thresholds. Standard restrictive covenants and releases are in place. For governance, the accelerated vesting on departure and the thresholded PRSUs for the incoming CEO are material items investors should note for potential dilution and incentive alignment, respectively.

M&A / Compensation Specialist

TL;DR: Substantial cash severance and significant equity awards could materially affect compensation expense and potential dilution; incentives are performance‑contingent.

The separation payment of $975,484 plus benefit payments and accelerated vesting of 126,161 RSUs constitute a meaningful one‑time compensation charge. The incoming CEO’s award structure (grant‑date fair values up to $6,252,636 tied to VWAP milestones) transfers upside to long‑term, performance‑contingent equity that vests only with sustained tenure through the Term. The contractual severance floor and cap ($500k–$1M) provide predictable termination costs. These arrangements are customary but materially sized relative to typical executive packages and should be monitored for accounting impact and potential dilution upon vesting.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happened to Silvaco Group’s CEO (SVCO)?

Dr. Babak A. Taheri stepped down as CEO and director effective August 19, 2025, pursuant to a Separation Agreement.

How much will the departing CEO receive?

Under the Separation Agreement the departing CEO will receive $975,484 in aggregate cash severance, COBRA payments for 15 months, accelerated vesting of 126,161 RSUs, $12,000 in car lease payments, and a $20,000 life insurance premium payment.

Who is the new CEO and what is his pay package?

The Board appointed Dr. Walden C. Rhines as CEO effective August 19, 2025; his base salary is $160,000 and he is eligible for PRSUs with grant‑date fair values from $100,000 up to $6,252,636, subject to VWAP thresholds and continued employment through March 31, 2027.

What severance protections does the new CEO have?

If terminated under specified conditions before or at March 31, 2027, Dr. Rhines may receive a lump‑sum severance payment ranging from $500,000 to $1,000,000 and accelerated vesting of outstanding PRSUs, subject to a release and covenant compliance.

Are there restrictive covenants for the departing CEO?

Yes, the Separation Agreement and the departing CEO’s Proprietary Information and Inventions Agreement include confidentiality, non‑disparagement, and employee non‑solicit covenants that remain binding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/26/2025 - 04:03 PM Learn about SEC filing dates

FALSE000194328900019432892025-03-052025-03-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2025

Silvaco Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42043

27-1503712

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

Silvaco Group Inc.

4701 Patrick Henry Drive, Building #23

Santa Clara, CA 95054

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (408) 567-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.0001 par value per share

SVCO

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On August 21, 2025, Silvaco Group, Inc. (the “Company”) announced that its Board of Directors (the “Board”) and Dr. Babak A. Taheri had mutually agreed that Dr. Taheri would step down as the Company’s Chief Executive Officer. The decision of the Company and Dr. Taheri was not the result of any disagreement on any matter relating to the Company’s operations, policies or practices. On August 21, 2025, the Board appointed Dr. Walden C. Rhines, as the Company’s Chief Executive Officer.

In connection with his separation, on August 22, 2025, the Company and Dr. Taheri entered into a Separation Agreement and Release (the “Separation Agreement”), a copy of which is filed as Exhibit 10.1 hereto, pursuant to which Dr. Taheri resigned as Chief Executive Officer and member of the Board, effective as of August 19, 2025. Under the Separation Agreement Dr. Taheri will receive the severance payments and benefits otherwise payable to him under the Company’s Executive Severance Plan, dated February 20, 2024 (the “Plan”), and certain additional benefits as agreed between Dr. Taheri and the Company, which include (a) aggregate cash severance payments of $975,484, which is equal to 18 months’ annual base salary plus pro-rata target annual bonus; (b) payment of the Company’s portion of Dr. Taheri’s health and welfare benefit costs pursuant to COBRA for 15 months; (c) accelerated vesting of 126,161 unvested, time-based restricted stock units; (d) 12 months of car lease payments, totaling $12,000; and (e) payment of Dr. Taheri’s 2025 life insurance premium, totaling $20,000, to be paid directly to the insurance company. The Separation Agreement provides that Dr. Taheri will remain bound by the restrictive covenants (including those related to confidentiality, non-disparagement, and employee non-solicitation) contained therein and within his Proprietary Information and Inventions Agreement, dated July 13, 2021. The Separation Agreement contains other customary terms and conditions, including a release by Dr. Taheri of any claims against the Company.

Dr. Rhines, age 78, has served as a non-employee member of the Company’s Board since September 2022. He is the former President and Chief Executive Officer of Cornami, Inc., a fabless semiconductor company, where he served for over five years. He also previously served as President and Chief Executive Officer of Mentor Graphics Corporation, an electric design automation software and hardware solutions acquired by Siemens AG in 2017, for 23 years, and as Executive Vice President of the Semiconductor Group of Texas Instruments Incorporated for 21 years.

In connection with his appointment as the Company’s Chief Executive Officer, on August 25, 2025, the Company and Dr. Rhines entered into an employment agreement (the “Employment Agreement”), a copy of which is filed as Exhibit 10.2 hereto. The Employment Agreement includes a term beginning on August 19, 2025 until March 31, 2027 (the “Term”). Pursuant to the Employment Agreement, Dr. Rhines will receive an annual base salary of $160,000, and he will be eligible to receive grants of unvested performance-based restricted stock units (“PRSUs”) under the Company’s 2024 Stock Incentive Plan upon the achievement of trading price levels of the Company’s common stock based on specified volume-weighted average price thresholds, with grant-date fair values ranging from $100,000 to an aggregate value of $6,252,636, which will vest following Dr. Rhines’ employment through the end of the Term. In the event of (x) Dr. Rhines’ termination by the Company or Dr. Rhines’ voluntary resignation following a material breach of the Employment Agreement by the Company which is not cured within 30 days after Dr. Rhines provides written notice of such breach, in each case, prior to March 31, 2027, or (y) the termination of Dr. Rhines’ employment as of March 31, 2027 following the non-extension of Dr. Rhines’ services as Chief Executive Officer of the Company, Dr. Rhines will be entitled to receive a lump-sum severance payment based on the length of his employment as Chief Executive Officer with the Company, ranging from $500,000 for six (6) months to $1,000,000 for 12 months or more, and accelerated vesting of all outstanding grants of his PRSUs, subject to Dr. Rhines’ execution and nonrevocation of a release of claims in favor of the Company and continued compliance with restrictive covenants.

Dr. Rhines does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any persons pursuant to which Dr. Rhines has been appointed to his position. In addition, there have been no transactions directly or indirectly involving Dr. Rhines that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The foregoing descriptions of the Separation Agreement and Employment Agreement are qualified in their entirety by reference to the full text of the agreements included as exhibits hereto.

Item 7.01 Regulation FD Disclosure.

On August 21, 2025, the Company issued a press release announcing the matters described in Item 5.02 above. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Separation Agreement and Release, by and between Dr. Babak A. Taheri and Silvaco Group, Inc. dated August 22, 2025
10.2						Employment Agreement, by and between Dr. Walden C. Rhines and Silvaco Group, Inc. dated August 25, 2025
99.1						Press release issued by Silvaco Group, Inc., dated August 21, 2021.
*						Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SILVACO GROUP, INC.

Date: August 26, 2025

By:

/s/ Candace Jackson

Candace Jackson

SVP, General Counsel and Corporate Secretary