FORMFACTOR INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

FormFactor, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Fellow Stockholders,

It is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders of FormFactor, Inc. on Friday May 16, 2025 at 3:00 p.m., Pacific Daylight Time. Our Annual Meeting will again be conducted online via a live webcast, as we have found a virtual meeting provides greater accessibility and inclusivity for all stockholders; you will be able to attend the Annual Meeting and vote online during the meeting by visiting www.virtualshareholdermeeting.com/FORM2025.

We encourage you to read this Proxy Statement as it contains important information for voting your shares and explains how our Board of Directors oversaw your investment during the past year. It also provides information about our engaged and effective Board of Directors, corporate governance and executive compensation practices, commitment to sustainability and corporate responsibility, and regular dialogue with and responsiveness to our stockholders.

Financial Performance and Business Strategy. FormFactor is a global semiconductor test and measurement market leader, with a breadth of market opportunities serving customers’ applications from research to high-volume production, which we describe as supporting them “from the Lab to the Fab.” In 2024, we generated $764 million in revenue, representing a 15.2% increase from 2023, while delivering strong profitability, despite industry headwinds in important end markets like PCs and mobile handsets. Our diversification strategy sets us apart from our direct competitors, pairing our unique multi-market Probe Cards Segment portfolio, together with our Systems Segment products, enabling us to compete for business across diverse demand pools at all major semiconductor manufacturers.

Despite the continuing cyclical industry trough, the broad spread of our business produced relatively stable aggregate demand across our combined served markets and generated consistent top-line results during last year’s downturn, and overall top-line growth in 2024. Customer investment in growing areas driven by generative AI, like high-bandwidth memory (HBM) and co-packaged silicon photonics, is helping offset the impact of areas that are presently at cyclically low levels, like mobile handsets, PCs, and automotive.

This demand stability, in turn, enabled FormFactor to continue investing in R&D for new-product innovation and competitive differentiation, especially in our product roadmap for advanced packaging applications. We believe this strategy will position us to deliver market-share gains, drive above-industry revenue and profit growth when the industry returns to growth. At the same time, our short-term goal is to expand and diversify FormFactor’s market position in Foundry & Logic probe cards, both through new customer qualifications in client PC and server applications, and through new products that improve our competitive position in high-performance-compute GPU applications.

Connecting with Stockholders. In 2024, we attended more than a dozen virtual and in-person conferences. We believe active stockholder engagement contributes to the accountability of our Board of Directors and management, and we remain committed to maintaining this active dialogue with our investor community.

Human Capital. We continue to be focused on maintaining a highly qualified and engaged workforce and providing opportunities for growth and advancement, while building a strong inclusive culture that supports our diversity of backgrounds, experiences, and perspectives. Our goal is to create a work environment that is solidly aligned with the interests of our stockholders where everyone feels welcome, valued, and supported to contribute to their highest potential.

Maintaining a Highly Qualified and Diverse Board. We believe our Board of Directors is well-functioning and highly engaged. It has long recognized the importance of varied perspectives, industry knowledge, thought leadership, and functional experience in overseeing the company’s governance, operations, leadership, structure, and strategy. The Board’s annual self-assessment process continues to assure we maintain the right mix of skills, experiences, and perspectives to guide FormFactor’s future growth.

Sustainability and Corporate Responsibility. In collaboration with our Board of Directors, we made progress in achieving our human resources, sourcing, manufacturing and other objectives, as detailed in the “Corporate Citizenship” and “Diversity and Inclusion” portions of our website.

Your vote is important. The agenda for our Annual Meeting of Stockholders is described in detail in the attached Notice of 2025 Annual Meeting of Stockholders and in the attached Proxy Statement. I strongly encourage you to attend the virtual meeting and participate. Whether or not you are able to attend the Annual Meeting, we urge you to vote your shares at your earliest convenience. Thank you for your continued support and your participation in this year’s Annual Meeting of Stockholders.

Sincerely,

Michael D. Slessor

President and Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Whether or not you are able to attend the Annual Meeting online, we urge you to vote your shares through the Internet in accordance with the instructions in the Notice of Internet Availability of Proxy Materials that you received in the mail, or by signing, dating and returning a proxy card or voting instruction form at your earliest convenience.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 3:30 p.m. Pacific Daylight Time on the date specified above and at the company’s principal business address solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investor Relations page of the Company’s website at investors.formfactor.com.

By order of the Board of Directors,

Alan Chan

Senior Vice President, Chief Legal Officer and Corporate Secretary

INTERNET AVAILABILITY

We are taking advantage of the Securities and Exchange Commission (the “SEC”) rules that allow companies to furnish proxy materials to their stockholders through the Internet. This Proxy Statement and our 2024 Annual Report on Form 10-K are available at http://proxyvote.com. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. On or about April 2, 2025, we mailed to stockholders as of the record date a Notice of Internet Availability of Proxy Materials (the “Notice”). If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice instructs you on how to access and review all the important information contained in this Proxy Statement and in our 2024 Annual Report on Form 10-K (which we posted on the Internet on the same date), as well as how to submit your proxy over the Internet. If you received the Notice and would still like to receive a printed copy of our proxy materials, you may request a printed copy of the proxy materials by following the instructions on the Notice. We will also provide, without charge, a copy of the 2024 Annual Report on Form 10-K, including the financial statements and the financial statement schedules, to any stockholder who submits a written request to us at our principal executive offices at FormFactor, Inc., Attn: Corporate Secretary, 7005 Southfront Road, Livermore, CA 94551.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this Proxy Statement and accompanying materials constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts are forward-looking statements. These forward-looking statements include statements concerning, among other things, the company’s expectations or objectives regarding future financial and operational results, including the effect of those results on the compensation discussed in this Proxy Statement, the company’s successful development and execution of strategic and operational plans and growth objectives, and the company’s achievement and execution of its corporate social responsibility objectives and standards, the estimated share usage under our 2012 Equity Incentive Plan, the expected or potential benefits of the proposed amendment to the 2012 Equity Incentive Plan as described in Proposal No. 3, and other statements regarding the company’s business. Forward-looking statements also include statements regarding the company’s management, compensation or governance practices or policies that may indicate an intent or expectation to continue such practices in the future. Where forward-looking statements are expressions of an intent or expectation to continue any management or governance practices, such continuation is subject to future change or cessation except as may be otherwise required by applicable law. In some cases, you can identify these statements by our use of forward-looking words, such as “may,” “might,” “will,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “designed to”, “opportunity”, “future”, and “continue,” the negative or plural of these words and other comparable terminology. The forward-looking statements included in this Proxy Statement and accompanying materials are based on information available to us as of the date hereof and our current expectations about future events, which are inherently subject to change and involve known and unknown risks and uncertainties. Statements regarding our corporate social responsibility efforts may also be based on standards for measuring progress that are still developing, internal controls that are evolving, and on assumptions that are subject to change in the future; in the context of this disclosure, they also may not be considered material for SEC reporting purposes. These statements are also aspirational and are not guarantees or indicators of future actions, targets, or results. You should not place undue reliance on these forward-looking statements. We have no obligation to update any of these statements, and we assume no obligation to do so. Actual events or results may differ materially from those expressed or implied by these statements due to various factors, including but not limited to the matters discussed in the section entitled “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024.