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

Executive Officer Compensation

On October 14, 2021, after consultation with compensation experts, the Compensation Committee of our board of directors (the "Compensation Committee") approved annual base salaries (effective October 11, 2021) for our executive officers in the amounts set forth in the table below:





                                                                                     Annual Base
Name                                                  Title                             Salary
Harrold Rust                    President and Chief Executive Officer and Director     $480,000
Ashok Lahiri                    Chief Technology Officer                               $325,000
Cameron Dales                   Chief Commercial Officer                               $325,000
Steffen Pietzke                 Chief Financial Officer                                $350,000
Edward J. Hejlek                Chief Legal Officer, General Counsel and Secretary     $325,000

On October 14, 2021, after consultation with compensation experts, the Compensation Committee approved target annual bonuses for fiscal year 2021 for our executive officers, expressed as a percentage of the applicable annual base salary, in the amounts set forth in the table below:





Name                                                  Title                          Target Bonus
Harrold Rust                    President and Chief Executive Officer and Director       100%
Ashok Lahiri                    Chief Technology Officer                                 60%
Cameron Dales                   Chief Commercial Officer                                 60%
Steffen Pietzke                 Chief Financial Officer                                  60%
Edward J. Hejlek                Chief Legal Officer, General Counsel and Secretary       60%

On October 14, 2021, after consultation with compensation experts, the Compensation Committee approved special bonuses (effective October 11, 2021) for our executive officers in the amounts set forth in the table below based on our achievement of the pre-established performance goal of producing the first battery cells on our automated production line:





Name                                                  Title                          Special Bonus
Harrold Rust                    President and Chief Executive Officer and Director     $120,000
Ashok Lahiri                    Chief Technology Officer                                $52,500
Cameron Dales                   Chief Commercial Officer                                $48,750
Steffen Pietzke                 Chief Financial Officer                                 $48,750
Edward J. Hejlek                Chief Legal Officer, General Counsel and Secretary      $48,750


Director Compensation

On October 20, 2021, after consultation with compensation experts and upon recommendation of the Compensation Committee, our board of directors adopted a non-employee director compensation policy (the "Non-Employee Director Compensation Policy"). This policy is effective as of July 14, 2021 upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated February 22, 2021, by and among Rodgers Silicon Valley Acquisition Corp., RSVAC Merger Sub Inc. and Enovix Corporation. Pursuant to the Non-Employee Director Compensation Policy, Enovix Corporation's non-employee directors will be eligible to receive the compensation described below.





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Annual Cash Retainer

Under the Non-Employee Director Compensation Policy, each of our non-employee directors is entitled to receive the following cash compensation for services on our board of directors and committees thereof, as follows:





Title                                                           Annual Cash Retainer
All Eligible Directors (the "Eligible Director
Retainer"):                                                    $               45,000
Chairperson of the Board (in addition to Eligible
Director Retainer):                                            $               25,000

Lead Independent Director (in addition to Eligible Director Retainer):

                                            $               15,000
Chairperson of the Audit Committee:                            $               15,000
Member of the Audit Committee:                                 $                7,500
Chairperson of the Compensation Committee:                     $               10,000
Member of the Compensation Committee:                          $                5,000
Chairperson of the Nominating and Corporate
Governance Committee:                                          $               10,000
Member of the Nominating and Corporate Governance
Committee:                                                     $                5,000

The annual cash compensation amounts are payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial quarters. The board members will not receive any additional compensation for attendance at board or committee meetings.

Equity Compensation

On the date hereof, each non-employee director currently serving on our board of directors was granted a restricted stock unit award ("RSU award") covering the number of shares of our Common Stock equal to (i) $100,000, divided by (ii) the closing sales price per share of our Common Stock on the date of grant (each a "Legacy Director RSU"). 25% of each Legacy Director RSU will be vested as of the date of grant and the remainder will vest in three equal installments on each of December 31, 2021, March 31, 2022 and June 30, 2022, subject to the non-employee director's continuous service through each applicable vesting date.

Each non-employee director elected or appointed to our board of directors after the date hereof will automatically, upon the date of his or her initial election or appointment as a non-employee director (or, if such date is not a business day, the first business day thereafter), be granted an RSU award covering the number of shares of our Common Stock equal to (i) $275,000 divided by (ii) the closing sales price per share of our Common Stock on the applicable grant date, rounded down to the nearest whole share. Each initial grant will vest in a series of successive equal quarterly installments over the three-year period measured from the applicable grant date, subject to the non-employee director's continuous service through each applicable vesting date.

At the close of business on the date of each annual meeting of stockholders that occurs following the date hereof, each non-employee director will automatically be granted an RSU award covering the number of shares of our Common Stock equal to (i) $100,000, divided by (ii) the closing sales price per share of our Common Stock on the date of the applicable annual meeting. For a non-employee director who was appointed to our board of directors less than 365 days prior to the applicable annual meeting, the $100,000 will be prorated based on the number of days from the date of appointment until such annual meeting. Each annual grant will vest in a series of successive quarterly installments over the one-year period measured from the applicable grant date, subject to the non-employee director's continuous service through each applicable vesting date such that each annual grant will be fully vested on the earlier of (i) the date of the following annual meeting of our stockholders (or the date immediately prior to the next annual meeting of our stockholders if the non-employee director's service as a director ends at such meeting due to the director's failure to be re-elected or the director not standing for re-election) or (ii) the one year anniversary measured from the date of grant, each subject to continued service as a director through each applicable vesting date.

In the event of a Change of Control (as defined in our 2021 Equity Incentive Plan), any then-outstanding equity awards that were granted pursuant to the Non-Employee Director Compensation Policy will become fully vested immediately prior to the closing of such Change of Control, subject to the non-employee director's continuous service with us on the closing date of the Change of Control.

All RSU awards shall be issued pursuant to the terms of our 2021 Equity Incentive Plan.

The foregoing description of the Non-Employee Director Compensation Policy is not complete and is subject to and qualified in its entirety by reference to the Non-Employee Director Compensation Policy, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.





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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.       Description

10.1                Enovix Corporation Non-Employee Director Compensation Policy

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).




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