Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(a) Election of Director
On June 7, 2021, the Board appointed Jorge Titinger to serve as a director. Mr.
Titinger will be a Class III member of the Board and will also serve on the
Board's Compensation Committee.
Mr. Titinger was President, Chief Executive Officer and director of Silicon
Graphics, Inc. from February 2012 to November 2016. After Silicon Graphics, Inc.
was acquired by Hewlett Packard Enterprise, he founded Titinger Consulting, a
firm focused on providing strategy, corporate transformation, and culture advice
to its clients. Mr. Titinger also served as President, Chief Executive Officer
and director of Verigy Ltd. in 2011 and held other senior executive roles from
2008 to 2011. Prior to Verigy, he held senior executive positions with
FormFactor, Inc., KLA-Tencor Corporation and Applied Materials. Mr. Titinger
served as a director of Xcerra Corporation from 2012 until it was acquired by
Cohu in 2018 where he served as a director until May 2021. He also currently
serves as a director of CalAmp Corp., a position he has held since June 2015;
and as a director of Axcelis Technologies, Inc., a position he has held since
August of 2019.
As a member of the Board, Mr. Titinger will receive an annual retainer of
$52,500, including a committee membership retainer for his service on the
Compensation Committee, which will be prorated for 2021. Mr. Titinger will also
receive a grant under the Company's Equity Incentive Plan of 4,309 restricted
stock units vesting in as of the Company's next annual meeting of stockholders.
Mr. Titinger's grant is representative of the Company's policy for new director
equity compensation, providing for initial grants based on $160,000 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 vesting date
of the Company's next annual meeting of stockholders. Additional information
regarding non-employee director compensation currently in effect is set forth in
FormFactor's 2021 Proxy Statement filed with the Securities and Exchange
Commission on March 31, 2021.
The Board has determined that Mr. Titinger 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. Titinger 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 have been no transactions, nor are there any currently proposed
transactions, to which the Company was or is to be a party in which Mr. Titinger
or any member of his immediate family had, or will have, a direct or indirect
material interest.
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Item 8.01. Other Events
Following the appointment of Jorge Titinger to the Board, the committees of the
Board are composed of the following directors:
•Audit Committee: Raymond Link (Chair), Lothar Maier, and Sheri Rhodes;
•Compensation Committee: Kelley Steven-Waiss (Chair), Rebeca Obregon-Jimenez,
and Jorge Titinger; and
•Governance and Nominating Committee: Lothar Maier (Chair), Raymond Link, Kelley
Steven-Waiss.
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