FORMFACTOR INC
For the period ended May 16, 2025. Filed Apr 2, 2025.
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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 16, 2025 · Filed Apr 2, 2025
Contents
Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our PEO and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
| Value of Initial Fixed $100Investment based on:(4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for PEO(1)($) | CompensationActually Paid toPEO(1),(2),(3)($) | Average SummaryCompensationTable Total for Non-PEO NEOs(1)($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3)($) | TSR($) | Peer GroupTSR($) | Net Income ($ Millions) | TSR Percentile Rank(5) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2024 | 5,303,605 | 8,147,045 | 1,964,562 | 2,944,343 | 176.3 | 242.1 | 69.6 | 55.0 |
| 2023 | 6,727,849 | 13,476,551 | 2,727,617 | 5,101,521 | 160.6 | 217.8 | 82.4 | 85.0 |
| 2022 | 5,111,932 | (2,441,277) | 1,987,354 | (897,158) | 85.6 | 160.9 | 50.7 | 30.8 |
| 2021 | 5,231,873 | 2,791,024 | 2,082,660 | 1,146,973 | 171.4 | 232.3 | 83.9 | 5.4 |
| 2020 | 4,588,247 | 13,461,558 | 2,064,727 | 5,424,209 | 164.0 | 162.3 | 78.5 | 72.2 |
| (1) | Michael D. Slessor, our President and CEO, was our PEO for each year presented. The only Non-PEO NEO for each year presented was Shai Shahar, our CFO. |
| (2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEO or non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
| (3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for Dr. Slessor and Mr. Shahar as set forth in the table below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |
| (4) | The Peer Group TSR set forth in this table utilizes the S&P Semiconductors Select Industry Index, which we also utilize in the stock price performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended December 28, 2024. The comparison assumes $100 was invested for the period starting December 27, 2019 through the end of the applicable year reflected in the table, in the Company and in the S&P Semiconductors Select Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
| (5) | We determined TSR Percentile Rank relative to the constituents of the S&P Semiconductors Select Industry Index to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and non-PEO NEO in 2024. This column presents the TSR Percentile Rank (or the relative ranking of the Company’s TSR as compared to the TSRs of the companies included in the S&P Semiconductors Select Industry Index) for each covered year. |
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards ($) | Inclusion of Equity Values(1) ($) | Compensation Actually Paid to PEO ($) |
|---|---|---|---|---|
| 2024 | 5,303,605 | 3,960,445 | 6,803,885 | 8,147,045 |
| 2023 | 6,727,849 | 5,980,078 | 12,728,781 | 13,476,551 |
| 2022 | 5,111,932 | 4,258,926 | (3,294,284) | (2,441,277) |
| 2021 | 5,231,873 | 4,189,734 | 1,748,885 | 2,791,024 |
| 2020 | 4,588,247 | 3,311,000 | 12,184,311 | 13,461,558 |
| Year | Summary CompensationTable Total for Non-PEONEOs($) | Exclusion of Stock Awards and Option Awards ($) | Inclusion of Equity Values(1) ($) | Compensation ActuallyPaid to Non-PEO NEOs($) |
|---|---|---|---|---|
| 2024 | 1,964,562 | 1,212,913 | 2,192,694 | 2,944,343 |
| 2023 | 2,727,617 | 2,286,957 | 4,660,861 | 5,101,521 |
| 2022 | 1,987,354 | 1,490,639 | (1,393,873) | (897,158) |
| 2021 | 2,082,660 | 1,512,966 | 577,280 | 1,146,973 |
| 2020 | 2,064,727 | 1,430,352 | 4,789,834 | 5,424,209 |
| (1) | The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. |
| 2025 Proxy Statement | 49 |
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Principal Executive Officer
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 4,247,075 | 1,737,266 | 142,954 | 676,590 | — | — | 6,803,885 |
| 2023 | 7,413,921 | 5,029,766 | 214,342 | 70,752 | — | — | 12,728,781 |
| 2022 | 2,055,593 | (5,015,629) | — | (334,248) | — | — | (3,294,284) |
| 2021 | 4,833,797 | (1,385,403) | — | (1,699,509) | — | — | 1,748,885 |
| 2020 | 5,815,370 | 5,933,234 | — | 435,707 | — | — | 12,184,311 |
Other Named Executive Officers
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Inclusion of Equity Values for Non-PEO NEOs ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 1,300,696 | 594,253 | 43,781 | 253,964 | — | — | 2,192,694 |
| 2023 | 2,767,243 | 1,786,740 | 107,207 | (329) | — | — | 4,660,861 |
| 2022 | 719,464 | (1,980,401) | — | (132,936) | — | — | (1,393,873) |
| 2021 | 1,745,546 | (579,687) | — | (588,579) | — | — | 577,280 |
| 2020 | 2,512,240 | 2,367,636 | — | (90,042) | — | — | 4,789,834 |
| 50 | 2025 Proxy Statement |
Relationship Between Compensation Actually Paid, Company TSR and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and the cumulative TSR over the four most recently completed fiscal years of the Company and the S&P Semiconductors Select Industry.
Relationship Between Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and the Company’s net income during the four most recently completed fiscal years.
| 2025 Proxy Statement | 51 |
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Relationship Between Compensation Actually Paid and TSR Percentile Rank
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and non-PEO NEOs and the Company’s TSR Percentile Rank during the four most recently completed fiscal years.
Tabular List of Most Important Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.
Performance Measures
Total Shareholder Return
Adjusted Operating Income
Total Shareholder Percentile Rank
| 52 | 2025 Proxy Statement |
PROPOSAL NO. 3 — APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2012 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE 2012 EQUITY INCENTIVE PLAN BY 2,200,000 SHARES
The Board believes that participation in our 2012 Equity Incentive Plan (the “Equity Incentive Plan”) by our employees, consultants, and non-employee directors promotes the long-term success of the Company’s business and the creation of stockholder value, by providing them with an incentive to exert their maximum effort toward achieving that success and value. We have long recognized that having an ownership interest in the Company is critical to aligning the financial interests of our employees with the interests of our stockholders. We also actively compete for highly qualified employees, including employees with particularly sought-after technical expertise and management experience. Our equity compensation program is a vital component of our strategy to attract and retain key individuals.
The Compensation Committee of our Board has recommended, and our Board has approved, the amendment to our Equity Incentive Plan that is the subject of this Proposal No. 3, subject to approval by our stockholders at this year’s Annual Meeting. As proposed for approval, the amended Equity Incentive Plan (the “Revised Equity Incentive Plan”) will increase the number of shares of common stock authorized for issuance under the Equity Incentive Plan by 2,200,000 shares. The Revised Equity Incentive Plan will become effective and will modify the current Equity Incentive Plan upon approval by stockholders.
Our named executive officers and non-employee directors have an interest in this proposal as they are eligible to receive equity awards under the Equity Incentive Plan.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.