Item 5.02, Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Election of Director
Effective September 7, 2021, Onto Innovation Inc.'s Board of Directors ("the
Board") appointed Karen Rogge to the Board to hold office until the 2022 Annual
Meeting of Stockholders. This appointment will increase the size of the Board
from the current seven members to eight members. Ms. Rogge was identified
through a search process which was commenced earlier this year in connection
with the Board's desire for increased diversity as well as to meet several other
Board identified requirements. The search process was led by the Nominating &
Governance Committee. Onto Innovation Inc. ("the Company") issued a news release
regarding Ms. Rogge's appointment to the Board, which is filed as Exhibit 99.1.
Ms. Rogge is president of the RYN Group LLC, a management consulting business,
which she founded in 2010. She served as the interim vice president and chief
financial officer of Applied Micro Circuits Corporation, a semiconductor
company, from 2015 to 2016. Previously, Ms. Rogge served as the senior vice
president and chief financial officer of Extreme Networks, a computer network
company, from 2007 to 2009. Earlier in her career, she held executive financial
and operations management positions at Hewlett Packard Company and Seagate
Technology. Ms. Rogge currently serves on the board of directors for Rambus
Inc., a semiconductor company. Previously, she was a board director at Kemet
Corporation, an electronic components company which was acquired by Yageo, from
2018 to 2020. In addition, she served on the board of AeroCentury, an aircraft
leasing company, from 2017 to 2018. Ms. Rogge holds an MBA degree from Santa
Clara University, and a B.S. degree in business administration from California
State University, Fresno. She maintains an NACD Board Leadership Fellow
credential and has attended the Stanford Directors College.
Ms. Rogge has been appointed to the Audit Committee of the Board. As
compensation for her services on the Board, Ms. Rogge will receive compensation
consistent with the Company's current compensatory arrangement for non-employee
directors, as described under the heading "Compensation of Directors" in the
Company's Proxy Statement filed with the Securities and Exchange Commission on
April 1, 2021. Ms. Rogge will also enter into a director Indemnification
Agreement discussed below.
The Board has determined that Ms. Rogge qualifies as an "independent director,"
as that term is defined in Item 407(a) of Regulation S-K, and also determined,
after a review of her qualifications, that Ms. Rogge is an "audit committee
financial expert" serving on the Audit Committee within the meaning of the
Securities and Exchange Commission rules and regulations.
Indemnification Agreements
Following approval of the amended form of agreement by the Board on September 7,
2021, the Company has entered into indemnification agreements (each, an
"Indemnification Agreement") with each of its directors and Steven Roth, its
Chief Financial Officer, and Robert Koch, its Vice President and General
Counsel. The form of Indemnification Agreement is attached hereto as Exhibit
10.1.
Each Indemnification Agreement provides that, subject to certain exclusions, the
Company shall indemnify the applicable executive officer or director to the
fullest extent permitted by law, including any greater indemnification that is
afforded by a subsequent change in applicable law. The Indemnification Agreement
also provides, among other things, for advancement of expenses and independent
or disinterested determinations as to whether the standard for indemnification
under the Indemnification Agreement has been met, and governs other procedural
matters related to indemnification. The rights afforded to the indemnified
persons under the Indemnification Agreements are not exclusive of other rights
of indemnification such persons may enjoy under the Company's bylaws. The
amendment to the form of agreement is the inclusion of a Primary Indemnitor
Clause which clarifies that, even if a director or officer is entitled to
overlapping indemnification rights from third-party sources, the Company is the
primary indemnitor. The foregoing description of the Indemnification Agreements
does not purport to be complete and is qualified in its entirety by reference to
the copy of the form of such agreements, which is filed as Exhibit 10.1 hereto
and is incorporated herein by this reference.
The information in this Current Report on Form 8-K and the Exhibit attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
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