Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
Effective January 24, 2023, the Board of Directors ("the Board") of Onto
Innovation Inc. (the "Company") appointed Stephen D. Kelley to the Board for a
term continuing until the 2023 Annual Meeting of Stockholders, when all
directors will be subject to election by stockholders. With this appointment the
Board increased the size of the Board from the current seven members to eight
members. The Company issued a news release regarding Mr. Kelley's appointment to
the Board, which is filed as Exhibit 99.1.
Mr. Kelley currently serves as President & Chief Executive Officer of Advanced
Energy Industries, Inc., and as a member of its Board of Directors. He has held
those positions since March 2021. Previously, Mr. Kelley served as President &
CEO and a board member of Amkor Technology, Inc., a publicly traded, leading
semiconductor package and test company, from May 2013 to June 2020. Prior to
joining Amkor, Mr. Kelley served as Senior Advisor to Advanced Technology
Investment Company, the Abu Dhabi-sponsored investment company that owned
GlobalFoundries Inc. at the time, from June through November 2012. Mr. Kelley
served as Executive Vice President and Chief Operating Officer of Cree, Inc.
from 2008 to 2011. Prior to joining Cree, Mr. Kelley held executive leadership
roles at Texas Instruments Inc. and Philips Semiconductors. Mr. Kelley holds an
SB ChE from the Massachusetts Institute of Technology and a JD from Santa Clara
University.
Mr. Kelley has been appointed to the Audit Committee of the Board. As
compensation for his services on the Board, Mr. Kelley 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
March 31, 2022. Mr. Kelley will also enter into a director Indemnification
Agreement in the form filed as Exhibit 10.1 to the Form 8-K filed on September
13, 2021.
There are no arrangements or understandings pursuant to which Mr. Kelley was
selected as a director of the Company. Mr. Kelley does not have any relationship
or related transactions with the Company that would require disclosure pursuant
to Item 404(a) of Securities and Exchange Commission Regulation S-K.
The Board has determined that Mr. Kelley 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 his qualifications, that Mr. Kelley meets the additional New
York Stock Exchange independence requirements for serving on the Audit
Committee.
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