UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
| (d) | Election of Director |
On September 17, 2019, the Board of Directors (the “Board”) of FormFactor, Inc. (the “Company”) appointed Rebeca Obregon-Jimenez to serve as a director. Ms. Obregon-Jimenez will be a Class III member of the Board and will also serve on the Board’s Compensation Committee.
Ms. Obregon-Jimenez joins the Company’s Board of Directors with over 25 years of experience in the semiconductor industry. Ms. Obregon-Jimenez currently serves as a Corporate Vice President of Sales for Amkor Technology, Inc. one of the world’s largest providers of outsourced semiconductor packaging and test services. From 2014 to 2018, Ms. Obregon-Jimenez served as a Senior Vice President at Amkor Technology in Sales, Strategic Program Management, and in Operations Finance. From 1999 to 2014, Ms. Obregon-Jimenez held executive and senior management positions at Integrated Device Technology, Inc., and Integrated Circuit Systems, Inc., in test operations, test engineering and product engineering. From 1990 to 1999, she served in the Semiconductor Products Sector of Motorola, where she held roles of increasing responsibility in a variety of engineering positions.
As a member of the Board, Ms. Obregon-Jimenez will receive an annual retainer of $52,500, including a committee membership retainer for her service on the Compensation Committee, which will be prorated for 2019. Ms. Obregon-Jimenez will also receive a grant under the Company’s Equity Incentive Plan of 5,992 restricted stock units vesting in full on May 17, 2020. This grant is in accordance with the Company’s new policy for new director equity compensation, which provides for initial grants of 9,000 restricted stock units to new directors prorated based on the number of days of service from the new director’s start date through the vesting date of the regular annual grants to existing directors. Additional information regarding non-employee director compensation is set forth in the Company’s 2018 Proxy Statement filed with the Securities and Exchange Commission on April 3, 2019.
The Board has determined that Ms. Obregon-Jimenez is an independent director in accordance with applicable NASDAQ Global Market rules and the Company’s independence guidelines, as set forth in its Corporate Governance Guidelines.
Ms. Obregon-Jimenez has entered into an indemnity agreement, the terms of which are identical in all material respects to the Company’s form of indemnity agreement, which the company filed as Exhibit 10.01 to its Form S-1 Registration Statement with the Securities and Exchange Commission on May 28, 2002.
There have been no transactions, nor are there any currently proposed transactions, to which the Company was or is to be a party in which Ms. Obregon-Jimenez or any member of her immediate family had, or will have, a direct or indirect material interest.
Item 8.01 Other Events
Following the appointment of Rebeca Obregon-Jimenez to the Board, the committees of the Board are composed of the following directors:
| · | Audit Committee: Michael W. Zellner (Chair), Raymond A. Link and Lothar Maier; |
| · | Compensation Committee: Edward Rogas, Jr. (Chair), Kelley Steven-Waiss and Rebeca Obregon-Jimenez; and |
| · | Governance and Nominating Committee: Raymond Link (Chair), Lothar Maier, Kelley Steven-Waiss and Michael W. Zellner. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORMFACTOR, INC. | |||||
| Date: | September 20, 2019 | By: | /s/ Jason Cohen | ||
| Name: | Jason Cohen | ||||
| Title: | Vice President and General Counsel | ||||