Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 26, 2022, the Company's Board of Directors (the "Board") approved
an increase in the size of the Board from eight to nine members and appointed
Brian White as a director to fill the vacancy resulting from that increase. The
initial term as director for Mr. White will expire at the Company's 2023 annual
meeting of stockholders. Mr. White will also serve on the Board's Audit
Committee. The Board has determined that Mr. White is an independent director in
accordance with applicable NASDAQ Global Market rules and FormFactor's
independence guidelines, as set forth in its Corporate Governance Guidelines.
Mr. White currently serves as the Chief Financial Officer for Ambarella, Inc., a
system-on-chip (SoC) semiconductor company providing low-power AI vision
processors for edge applications. Mr. White served as the Chief Financial
Officer for Maxim Integrated, a diversified analog/mixed-signal semiconductor
chip company, from August 2019 to August 2021 when Maxim Integrated was acquired
by Analog Devices, Inc. From September 2013 to March 2019, Mr. White served as
the Chief Financial Officer for Integrated Device Technology, Inc (IDT). Mr.
White also served as the Vice President of Finance & Treasurer at IDT, from 2007
to 2013. Prior to that, Mr. White held a variety of financial and operational
management positions at companies such as Nvidia, Hitachi GST, IBM, and
Deloitte.
As a director of the Company, Mr. White will receive an annual retainer of
$63,500, including a committee membership retainer for his service on the Audit
Committee, which will be prorated for 2022. Mr. White will also receive a grant
under the Company's Equity Incentive Plan of 4,520 restricted stock units
vesting monthly from the date of grant through May 27, 2023. Mr. White's grant
is representative of the Company's policy for new director equity compensation,
providing for initial grants based on $190,000 worth of shares of common stock
as of the date of the grant prorated based on the number of days of service from
the new director's start date through the anniversary of the most recent annual
restricted stock unit grants made to continuing directors. Additional
information regarding non-employee director compensation currently in effect is
set forth in FormFactor's 2022 Proxy Statement filed with the Securities and
Exchange Commission on April 13, 2022.
Mr. White has entered into an indemnity agreement, the terms of which are
identical in all material respects to FormFactor's form of indemnity agreement,
which the company filed as Exhibit 10.01 to its Form S-1 Registration Statement
with the Securities and Exchange Commission on May 28, 2002.
There are no arrangements or understandings between Mr. White and any other
person pursuant to which Mr. White was appointed to serve as a director, nor
have been any transactions, or are there any currently proposed transactions, to
which the Company was or is to be a party in which Mr. White or any member of
his immediate family had, or will have, a direct or indirect material interest
requiring disclosure pursuant to Item 404 of Regulation S-K under the Securities
Exchange Act of 1934, as amended.
--------------------------------------------------------------------------------
Item 8.01. Other Events
Following the appointment of Brian White to the Board, the committees of the
Board are composed of the following directors:
•Audit Committee: Raymond Link (Chair), Lothar Maier, Sheri Rhodes, and Brian
White;
•Compensation Committee: Kelley Steven-Waiss (Chair), Rebeca Obregon-Jimenez,
and Jorge Titinger; and
•Governance and Nominating Committee: Lothar Maier (Chair), Raymond Link, and
Kelley Steven-Waiss.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses