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



(b) On April 20, 2023, Mr. James Harlow notified Onto Innovation Inc. (the
"Company") that he will be resigning from his position as the Company's Chief
Operating Officer, as of May 5, 2023. Mr. Harlow's decision to resign was not
the result of any disagreement with the Company on any matter relating to its
operations, policies or practices.
(c) On April 26, 2023, the Company appointed Mr. Ramil Yaldaei as the Company's
new Chief Operating Officer, effective on or about May 5, 2023 ("Effective
Date"). Mr. Yaldaei has over 20 years of experience in semiconductor operations,
procurement and global supply chain management. Biographical information for Mr.
Yaldaei is set forth below:
Mr. Ramil Yaldaei, 59, joined the Company in October 2022 as Vice President of
Global Operations, Metrology and Inspection and currently serves in such
capacity. Prior to joining the Company, Mr. Yaldaei was Senior Vice President,
Global Supply Chain and Transformation at Visby Medical, a molecular diagnostics
company, from November 2020 until January 2022. Prior to his employment with
Visby Medical, Mr. Yaldaei was with RYCC LLC, a consulting company, as its
President from November 2017 until November 2020. From October 2005 to November
2017, Mr. Yaldaei was with Applied Materials, a U.S. semiconductor capital
equipment manufacturer, holding various positions of increasing responsibility,
most recently having served as Vice President & General Manager, Global Party
Sourcing and Technology. Prior to joining Applied Materials, Mr. Yaldaei served
as Managing Director, Global Sourcing and Operations at Lam Research
Corporation, a U.S. semiconductor capital equipment manufacturer, from September
2003 to October 2005. Mr. Yaldaei holds M.S. and B.S. degrees in Physics from
San Jose State University.
In connection with his appointment, the Company entered into an offer letter
with Mr. Yaldaei, which provides that Mr. Yaldaei will receive an annualized
base salary of $315,000 and a one-time equity grant of time-based restricted
stock units with a value of $350,000 at the time of grant (vesting ratably over
a three-year period on each anniversary date of the grant). The offer letter
also provides that Mr. Yaldaei will be eligible, under the Company's Tier I
Incentive Compensation Plan, to receive (a) a cash bonus target incentive of 65%
of his base salary and (b) an annual equity grant in 2024 in an amount to be
determined by the Compensation Committee of the Company's Board of Directors,
with 50% of the grant in the form of time-based restricted stock units and 50%
of the grant in the form of market-based performance stock units. Mr. Yaldaei
will also be eligible to participate in the Company's benefits plans.
There are no family relationships between Mr. Yaldaei and any director,
executive officer or person nominated or chosen by the Company to become a
director or executive officer of the Company. There are no transactions in which
Mr. Yaldaei has an interest requiring disclosure under Item 404(a) of Regulation
S-K.

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