Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Retirement of a Named Executive Officer
On October 1, 2021, Robert A. Koch, the Company's Vice President and General
Counsel, notified the Company that he intends to retire sometime in 2022. The
Company expects Mr. Koch to continue in his current role until the Company
appoints his successor to facilitate an orderly transition of responsibilities.
The effective date of Mr. Koch's retirement will be disclosed once finally
determined.
(c) Appointment of Chief Operating Officer
The Board of Directors of Onto Innovation Inc. (the "Company") has appointed
James Harlow ("Mr. Harlow") as the Company's Chief Operating Officer effective
on October 1, 2021 (the "Effective Date"). Mr. Harlow, age 49, has over 20 years
of experience in semiconductor operations and has managed operations teams
around the world. Mr. Harlow has served for the last eight years in senior
operations management roles, at Applied Materials, Inc. (NASDAQ:AMAT), a U.S.
semiconductor capital equipment manufacturer ("Applied"). While at Applied, Mr.
Harlow served from December 2019 to September 2021 as Managing Director, Applied
Global Services - Operations and Supply Chain, from December 2017 to December
2019 as Senior Director, Applied Global Services - Operations and Supply Chain,
and from September 2013 to December 2017 as Director Worldwide Operations. Mr.
Harlow holds a M.S. degree from Abilene Christian University, an M.B.A. from
University of Phoenix, and a B.S. degree from Thomas Edison State College.
Mr. Harlow accepted the Company's offer of employment, effective as of the
Effective Date, which provides that Mr. Harlow will be eligible: (a) to receive
an annualized base salary of $300,000; (b) under the Company's Tier I Incentive
Compensation Plan with a cash bonus target incentive of 60% of his base salary
to be pro-rated for 2021; (c) under the Company's Tier I Incentive Compensation
Plan to receive an annual equity grant in 2022 with a grant date value of
approximately $250,000 with 50% of the grant in the form of time-based
restricted stock units and 50% of the grant in the form of market-based
performance stock units; (d) to receive a one-time equity grant of time-based
restricted stock units with a value of $300,000 at the time of grant (vesting
ratably over a three year period on the anniversary date of the grant); (e) to
receive a one-time cash signing bonus of $200,000; (f) to receive relocation
support with a maximum value of $85,000; and (g) to participate under the
Company's benefits plans.
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ONTO INNOVATION INC. 
