Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2022, Brian King resigned as a director of Novanta Inc. (the
"Company"), effective immediately.
On June 28, 2022, the Board of Directors (the "Board") of the Company elected
Darlene J. S. Solomon, Ph.D., to the Board to fill an existing vacancy,
effective June 28, 2022. Ms. Solomon will also serve as a member of the
Compensation Committee of the Board. Ms. Solomon will be entitled to the
standard compensation paid to non-employee directors as stipulated in the
Company's Non-Employee Director Compensation Policy, including an annual cash
retainer of $62,500 and an annual equity award with an aggregate fair value on
the date of grant of $125,000, 50 percent of which will be granted in the form
of restricted stock units and 50 percent of which will be granted in the form of
deferred stock units. Such compensation will be prorated during 2022 to reflect
Ms. Solomon's actual period of service for the year.
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