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FORMFACTOR INC

For the period ended May 15, 2026. Filed Apr 2, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2026 · Filed Apr 2, 2026

FORM$81.12+13.0%Stored close · as of Nov 6, 2026
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Contents

Compensation Framework

Executive Compensation Philosophy.

The market in which we compete requires innovation and agility to remain competitive. Ensuring that we have strong and experienced leadership team focusing on our long-term strategic goals is critical to our ability to be successful and drive long-term stockholder value. The Compensation Committee of our Board oversees the Company’s executive

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compensation program and is responsible for ensuring that our NEOs are compensated in a manner consistent with our business strategy, competitive market practice, sound corporate governance principles and stockholder interests, while avoiding incentives that promote excessive risk taking. The core of our executive compensation philosophy is to pay for performance.

Compensation Objectives.

We are committed to a compensation philosophy that is market-competitive, enables us to attract and retain the high caliber talent critical to our success, and that provides the opportunity for our NEOs and other employees to share in our Company’s success. Our executive compensation plans, policies and programs are designed to achieve these three primary objectives:

Attract, retain and motivate highly skilled individuals based upon their contribution to the success of our Company and that of our stockholders;

Drive outstanding achievement of business objectives and reinforce our Company’s strong pay-for-performance culture; and

Align our NEOs’ interests with the long-term interests of our stockholders with a focus on Company performance that drives value creation for our stockholders.

Target Pay Position/Mix of Pay.

Our executive compensation program is comprised of a combination of base salary, short-term cash incentives, and long-term equity incentives. Each of these components is discussed in greater detail below under “Compensation Components”.

Our emphasis on variable, or at-risk, compensation provides that our NEOs, subject to retention needs, will generally only receive target or above-target compensation to the extent that our performance goals have been achieved or exceeded, respectively.

As in prior years, our compensation philosophy in 2025 was focused on pay-for-performance. We aimed to closely align the compensation paid to our NEOs with the achievement of both near-term and long-term financial goals. To accomplish this objective, we structured our compensation mix such that 90% and 80% of the total target direct compensation awarded to our CEO and our CFO, respectively, was in the form of variable cash incentives and equity awards. This structure supports our pay-for-performance culture and places the emphasis on long-term performance and retention incentives for alignment with stockholders. The graphic below shows the allocation of the core elements of target compensation for fiscal year 2025. At-Risk Pay in the graphic below includes awards granted to our CEO and CFO pursuant to our short-term incentive plan (shown below as “STI”), assuming such awards were earned at target, and our long-term equity incentive awards (time-based RSUs, shown below as “RSUs” and performance-based RSUs, shown below as “PRSUs”) utilizing the targeted economic value for executives as approved by the Compensation Committee.

Compensation Benchmarking.

The Compensation Committee, assisted by its independent compensation consultant, Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), conducts an annual review of the compensation practices of a defined peer group that forms the basis for this assessment. Additionally, Aon provides broader research on compensation practices of

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companies outside of FormFactor’s peer group to understand market trends and plan design best practices to understand trends and governance best practices. All this information is reviewed by the Compensation Committee in connection with its evaluation of the level of pay, mix of pay, and competitiveness of the Company’s executive compensation to inform policy development and pay decisions. The Compensation Committee completed its annual review of our peer group for 2025 and made minor adjustments to our executive compensation program, which were deemed to be closely aligned with peers and best practices recommended by governance experts and leading proxy advisory firms. The Compensation Committee considers the policies of outside investors and several other governance advisory groups as well as comparability to FormFactor when establishing the compensation peer group. For fiscal year 2025, based on the advice of Aon, we updated the financial selection criteria (Trailing 12-Months Revenue Range and Market Capitalization Range) to fit the Company’s current business profile and market capitalization. As a result, our peer group for 2025 for the purpose of evaluating the competitiveness of our NEO compensation consisted of the 17 companies listed below. As a result of this change, the following companies were removed from our compensation peer group: National Instruments which was acquired by Emerson Electric and XPeri which, among other criteria, fell below the updated market capitalization range. For the 2025 peer group, our revenue was at the 44th percentile against the peer group with a market capitalization at the 63rd percentile at the time that the group was approved. The Compensation Committee viewed this group as a balanced group reflective of the compensation policies for companies at a similar business stage that are also competing for executive talent in a similar labor market.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.