UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Compensation
On October 14, 2021, after consultation with compensation experts, the Compensation Committee of our board of directors (the “Compensation Committee”) approved annual base salaries (effective October 11, 2021) for our executive officers in the amounts set forth in the table below:
| Name |
Title |
Annual Base Salary | ||
| Harrold Rust |
President and Chief Executive Officer and Director | $480,000 | ||
| Ashok Lahiri |
Chief Technology Officer | $325,000 | ||
| Cameron Dales |
Chief Commercial Officer | $325,000 | ||
| Steffen Pietzke |
Chief Financial Officer | $350,000 | ||
| Edward J. Hejlek |
Chief Legal Officer, General Counsel and Secretary | $325,000 |
On October 14, 2021, after consultation with compensation experts, the Compensation Committee approved target annual bonuses for fiscal year 2021 for our executive officers, expressed as a percentage of the applicable annual base salary, in the amounts set forth in the table below:
| Name |
Title |
Target Bonus | ||
| Harrold Rust |
President and Chief Executive Officer and Director | 100% | ||
| Ashok Lahiri |
Chief Technology Officer | 60% | ||
| Cameron Dales |
Chief Commercial Officer | 60% | ||
| Steffen Pietzke |
Chief Financial Officer | 60% | ||
| Edward J. Hejlek |
Chief Legal Officer, General Counsel and Secretary | 60% |
On October 14, 2021, after consultation with compensation experts, the Compensation Committee approved special bonuses (effective October 11, 2021) for our executive officers in the amounts set forth in the table below based on our achievement of the pre-established performance goal of producing the first battery cells on our automated production line:
| Name |
Title |
Special Bonus | ||
| Harrold Rust |
President and Chief Executive Officer and Director | $120,000 | ||
| Ashok Lahiri |
Chief Technology Officer | $52,500 | ||
| Cameron Dales |
Chief Commercial Officer | $48,750 | ||
| Steffen Pietzke |
Chief Financial Officer | $48,750 | ||
| Edward J. Hejlek |
Chief Legal Officer, General Counsel and Secretary | $48,750 |
Director Compensation
On October 20, 2021, after consultation with compensation experts and upon recommendation of the Compensation Committee, our board of directors adopted a non-employee director compensation policy (the “Non-Employee Director Compensation Policy”). This policy is effective as of July 14, 2021 upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated February 22, 2021, by and among Rodgers Silicon Valley Acquisition Corp., RSVAC Merger Sub Inc. and Enovix Corporation. Pursuant to the Non-Employee Director Compensation Policy, Enovix Corporation’s non-employee directors will be eligible to receive the compensation described below.
1
Annual Cash Retainer
Under the Non-Employee Director Compensation Policy, each of our non-employee directors is entitled to receive the following cash compensation for services on our board of directors and committees thereof, as follows:
| Title |
Annual Cash Retainer | |||
| All Eligible Directors (the “Eligible Director Retainer”): |
$ | 45,000 | ||
| Chairperson of the Board (in addition to Eligible Director Retainer): |
$ | 25,000 | ||
| Lead Independent Director (in addition to Eligible Director Retainer): |
$ | 15,000 | ||
| Chairperson of the Audit Committee: |
$ | 15,000 | ||
| Member of the Audit Committee: |
$ | 7,500 | ||
| Chairperson of the Compensation Committee: |
$ | 10,000 | ||
| Member of the Compensation Committee: |
$ | 5,000 | ||
| Chairperson of the Nominating and Corporate Governance Committee: |
$ | 10,000 | ||
| Member of the Nominating and Corporate Governance Committee: |
$ | 5,000 | ||
The annual cash compensation amounts are payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial quarters. The board members will not receive any additional compensation for attendance at board or committee meetings.
Equity Compensation
On the date hereof, each non-employee director currently serving on our board of directors was granted a restricted stock unit award (“RSU award”) covering the number of shares of our Common Stock equal to (i) $100,000, divided by (ii) the closing sales price per share of our Common Stock on the date of grant (each a “Legacy Director RSU”). 25% of each Legacy Director RSU will be vested as of the date of grant and the remainder will vest in three equal installments on each of December 31, 2021, March 31, 2022 and June 30, 2022, subject to the non-employee director’s continuous service through each applicable vesting date.
Each non-employee director elected or appointed to our board of directors after the date hereof will automatically, upon the date of his or her initial election or appointment as a non-employee director (or, if such date is not a business day, the first business day thereafter), be granted an RSU award covering the number of shares of our Common Stock equal to (i) $275,000 divided by (ii) the closing sales price per share of our Common Stock on the applicable grant date, rounded down to the nearest whole share. Each initial grant will vest in a series of successive equal quarterly installments over the three-year period measured from the applicable grant date, subject to the non-employee director’s continuous service through each applicable vesting date.
At the close of business on the date of each annual meeting of stockholders that occurs following the date hereof, each non-employee director will automatically be granted an RSU award covering the number of shares of our Common Stock equal to (i) $100,000, divided by (ii) the closing sales price per share of our Common Stock on the date of the applicable annual meeting. For a non-employee director who was appointed to our board of directors less than 365 days prior to the applicable annual meeting, the $100,000 will be prorated based on the number of days from the date of appointment until such annual meeting. Each annual grant will vest in a series of successive quarterly installments over the one-year period measured from the applicable grant date, subject to the non-employee director’s continuous service through each applicable vesting date such that each annual grant will be fully vested on the earlier of (i) the date of the following annual meeting of our stockholders (or the date immediately prior to the next annual meeting of our stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) or (ii) the one year anniversary measured from the date of grant, each subject to continued service as a director through each applicable vesting date.
In the event of a Change of Control (as defined in our 2021 Equity Incentive Plan), any then-outstanding equity awards that were granted pursuant to the Non-Employee Director Compensation Policy will become fully vested immediately prior to the closing of such Change of Control, subject to the non-employee director’s continuous service with us on the closing date of the Change of Control.
All RSU awards shall be issued pursuant to the terms of our 2021 Equity Incentive Plan.
The foregoing description of the Non-Employee Director Compensation Policy is not complete and is subject to and qualified in its entirety by reference to the Non-Employee Director Compensation Policy, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Enovix Corporation Non-Employee Director Compensation Policy | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
3
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 thereunto duly authorized.
| Enovix Corporation | ||||||
| Date: October 20, 2021 | By: | /s/ Steffen Pietzke | ||||
| Steffen Pietzke | ||||||
| Chief Financial Officer | ||||||
4