8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2022

ONTO INNOVATION INC.
(Exact name of registrant as specified in its charter)
Delaware	001-39110	94-2276314
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
16 Jonspin Road, Wilmington, Massachusetts 01887
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (978) 253-6200

(Former name or former address, if changed since last report): Not applicable

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 Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share	ONTO	New York Stock Exchange (NYSE)

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Retirement of a Named Executive Officer

Steven R. Roth, Senior Vice President and Chief Financial Officer of Onto Innovation Inc. (the “Company”), has retired from his position effective May 17, 2022.  Mr. Roth, age 62, has served as Senior Vice President and Chief Financial Officer over his 26 years of dedicated service to the Company.  Mr. Roth will remain with the Company on an advisory basis through the end of the year to support his successor with historical perspective, as needed.

(c) Appointment of Chief Financial Officer

The Board of Directors of the Company has appointed Mark Slicer as the Company’s Chief Financial Officer effective on May 17, 2022 (the “Effective Date”). Mr. Slicer will perform the functions of principal financial officer and principal accounting officer of the Company. Mr. Slicer’s appointment is the culmination of the previously announced search by the Company for a new chief financial officer. As previously disclosed, on July 14, 2021, Mr. Roth notified the Company of his intent to retire as the Chief Financial Officer of the Company.

Mr. Slicer, age 51, has nearly 29 years of experience as a financial executive and has managed cross functional teams around the world. Mr. Slicer has served for the last fourteen years in senior financial management roles, at Boston Scientific Corporation, a global medical technology manufacturer (“Boston Scientific”).  While at Boston Scientific, Mr. Slicer most recently served as Senior Vice President and Global Operations Controller from September 2019 to May 2022, as Senior Vice President and Corporate Controller from February 2014 to September 2019, and other executive roles in finance and internal audit of increasing responsibility at Boston Scientific from February 2008 to February 2014. Preceding Mr. Slicer’s tenure at Boston Scientific, he served in various finance and audit roles at GE and PricewaterhouseCoopers.  Mr. Slicer earned a Bachelor of Science in Accounting from Providence College and is licensed as a Certified Public Accountant in the Commonwealth of Massachusetts.

The selection of Mr. Slicer to perform the functions of principal financial officer and principal accounting officer and Chief Financial Officer was not pursuant to any arrangement or understanding between Mr. Slicer and any other person. There are no family relationships between Mr. Slicer and any director or executive officer of the Company, and there are no transactions between Mr. Slicer and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Slicer accepted the Company’s offer of employment, effective as of the Effective Date, which provides that Mr. Slicer will be eligible to receive: (a) an annualized base salary of $450,000; (b) a cash bonus target incentive of 70% of his base salary to be pro-rated for 2021 under the Company’s Tier I Incentive Compensation Plan; (c) an annual equity grant in 2023 with a grant date value of approximately $750,000 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 under the Company’s Tier I Incentive Compensation Plan; (d) a one-time equity grant of time-based restricted stock units with a value of $1,000,000 at the time of grant (vesting ratably over a three year period on the anniversary date of the grant); and (e) a one-time cash signing bonus of $150,000.  He is also eligible to participate under the Company’s other benefits plans.

Item 7.01. Regulation FD Disclosure

A copy of the press release announcing Mr. Slicer’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 hereto furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing made pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Offer Letter to Mark Slicer, dated April 1, 2022, by and between Mark Slicer and Onto Innovation Inc.
99.1	News Release issued by Onto Innovation on May 17, 2022
104	The cover page from the Company’s Current Report on Form 8-K, formatted in Inline XBRL

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.

Onto Innovation Inc.

Date: May 17, 2022	By: /s/ Yoon Ah E. Oh
	Yoon Ah E. Oh VP, General Counsel & Secretary

EX-10.1

EXHIBIT 10.1

 

April 1, 2022

Mark Slicer [Address Redacted]

Dear Mark,

I am pleased to offer you the position of Chief Financial Officer on a Regular, Full-time basis, reporting to me (Mike Plisinski) in our Wilmington, MA location. Your start date is projected to be May 17th, 2022; however, it may be later as it is subject to the conditions set forth herein.

Your compensation package includes the following:

• Your starting salary will be $17,307.69 per pay period subject to required withholding and deductions, which when annualized is$450,000.00.

• You will be eligible to participate in the Company’s Key Executive Incentive Compensation Plan with a cash bonus target of 70% of your base salary, the terms of which will be approved by the Compensation Committee of the Board of Directors. Your 2022 bonus will be pro-rated based on your startdate.

• Subject to the terms and conditions of the Onto Innovation 2020 Stock Plan and the approval of the Compensation Committee of the Board of Directors, you will receive a one-time, sign-on Restricted Stock Unit (“RSU”)grantwithavalueof$1,000,000.00,whichwillvestinequalinstallmentsover3years.

• As a senior executive your participation in the Key Executive Incentive Compensation Plan includes an annual equity grant. These grants are typically made in the February timeframe and though not guaranteed, we’d expect a grant with a value of approximately $750,000 will be extended to you, subject to the annual approval of the Compensation Committee. These grants are awarded as follows: 50% are time-based, vesting in equal installments over 3 years, and 50% are performance based, contingent on Onto Innovation’s stock performance as compared with the SOXX index as of the 2- and 3-year anniversaries of the grant date. All annual grants are subject to the terms of the Onto Innovation 2020 Stock Plan. You will be eligible for your first equity grant in FY 2023

• You will receive a one-time sign-on bonus in the amount of $150,000.00. This amount will be paid within 30 days of your start. If you voluntarily leave the employ of the company or are terminated for cause within the time frame below the related payback will beenforced:

• Departure within the first twelve (12) months of your hire date you agree to pay back the sign-on bonus in itsentirety.

• Departure between twelve (12) and twenty-four (24) months of your hire date you agree to pay back 50% of the sign-onbonus

• Executivebenefitstoincludereimbursementfortaxpreparationandanannualairlineclubmembership

Onto Innovation, Inc. has an excellent benefits program including Health, Dental, Vision, Life and Short and Long-Term Disability insurance coverage. Onto Innovation, Inc. will pay a portion of the cost of your insurance coverage and a portion of your dependents’ coverage in accordance with the terms of the applicable benefit plans. Onto Innovation, Inc. may modify compensation and benefits from time to time at its sole discretion.

This offer is a result of your individual skills and talent and not for any trade secrets or proprietary information, you may have gained elsewhere. Please do not bring any confidential materials belonging to third parties to Onto Innovation, Inc. Just as Onto Innovation, Inc. protects its own confidential information, we respect the confidential information of others.

All full-time employees are reviewed on or about the completion of their initial 90-day period to ensure alignment with position priorities and onboarding needs.

This offer of employment is conditioned upon satisfactory results of a criminal and/or educational background check. This offer of employment is further contingent upon:

• Satisfactory results of a criminal/educational background check and professionalreferences.

• Execution of the Confidentiality, Non-Solicitation. Non-Compete and Proprietary Rights Agreement Providing verification of your eligibility for employment in the United States. Your continued employment is conditioned upon your continued authorization to work in the UnitedStates.

Onto Innovation is an at-will employer, which means that either you or Onto Innovation has the right to terminate employment at any time, with or without advance notice, and with or without cause, for any reason.

This offer is subject to final Board approval, to occur on or around May 11, 2022

As this offer pertains to a role in a public company, we would remind you that your acceptance of this role is considered material non-public information. Do not share this information with your former employer, colleagues, friends and/or family members, except to the extent that they are aware of the confidential nature of this information and have agreed to keep it in strict confidence, until the information is no longer considered material non-public information.

This offer, together with the Onto Innovation Confidentiality, Non-Solicitation. Non-Compete and Proprietary Rights Agreement, is the full and complete statement of the parties’ understanding, and supersedes any other communication, whether verbal or written, regarding your employment. At-will employment status can only be modified by a written statement signed by you and an Officer of Onto Innovation (or authorized delegate). The offer is valid until April 4th, 2021.

Please acknowledge your acceptance of this offer by signing below.

Mark - we look forward to you joining and becoming a key member of our growing team. Sincerely,

Michael Plisinski CEO

Onto Innovation

Signature: /s/ Mark R. Slicer

Mark R. Slicer

EX-99.1

EXHIBIT 99.1

Onto Innovation Appoints Boston Scientific Senior Financial Executiveas Chief Financial Officer

Company thanks retiring CFO Steven Roth for 26 years of outstanding service

Wilmington, Mass., May 17, 2022 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced the appointment of Mark Slicer to succeed Steve Roth as Onto Innovation’s chief financial officer.  

Mr. Slicer will oversee the company’s global finance organization, including finance, accounting and reporting, tax, treasury and informational technology and will report to Mike Plisinski, chief executive officer. He joins Onto Innovation with nearly 29 years of extensive financial leadership experience with global public companies, spanning corporate finance, accounting and reporting, strategic planning, global supply chain and mergers and acquisitions (M&A).

“I am excited and honored to join the Onto team and to leverage my experience to help drive Onto’s financial growth in the coming years, continuing on the great foundation built by Steve. I look forward to working with Mike and the Onto Innovation leadership team as we continue to develop and execute on our strategic objectives and deliver value for our stockholders,” commented Mr. Slicer.

Mr. Slicer joins Onto from Boston Scientific Corporation, a global medical technology manufacturer, where he spent 14 years in various senior financial roles, most recently as senior vice president and global operations controller. In this role, he was responsible for the financial performance of the global manufacturing and distribution network having a production value of approximately $3 billion, with a focus on global supply chain improvements and gross margin expansion. Prior to that, Mr. Slicer served as the corporate controller from 2014 to 2019, overseeing a team of over 500 finance employees across the globe managing approximately $10 billion in revenue. From 2010 to 2014, he held multiple divisional CFO roles, where he consistently drove double digit revenue and profit margin growth. Prior to his tenure at Boston Scientific, Mr. Slicer held various financial leadership roles at GE and GE Healthcare. Earlier in his career, Mr. Slicer served as a senior manager at PricewaterhouseCoopers in their audit and assurance practice, where his experience included support for IBM’s global services and software divisions. Mr. Slicer is a licensed CPA and holds a Bachelor of Science in accounting from Providence College.

Mike Plisinski, chief executive officer, commented, “Mark is another strong addition to the Onto Innovation team bringing the scale and experience necessary for Onto Innovation’s next phase of growth. His extensive experience in building high-performance financial organizations, assessing and integrating M&A opportunities, and identifying and driving the strategic programs necessary for world class financial performance is exactly what Onto Innovation requires.”

“Throughout Mark’s career he has demonstrated performance that reflects Onto’s core values of passion, integrity, collaboration, and results. I am personally excited about working with Mark as we set out to take Onto Innovation to new levels of performance and growth.”      

“Finally, I cannot thank Steve enough for his contributions to the Company over the last 26 years—from bringing Rudolph Technologies through an IPO to the formation of Onto Innovation, the fourth largest semiconductor capital equipment supplier in the U.S. Steve leaves us with a strong financial foundation and an outstanding team. I wish him all the best in his retirement.”

Steve Roth commented, “Being a part of the Onto Innovation team and seeing the growth and success we have experienced over the past two decades has been one of the most satisfying parts of my career as a CFO. I couldn’t be prouder of the management team and all of the employees for what we’ve accomplished. As a shareholder, I have confidence in Mike and Mark to propel Onto Innovation to new heights.”

Mr. Roth will remain with the Company on an advisory basis through the end of the year to support Mark with historical perspective as needed.

About Onto Innovations Inc.

Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies that include un-patterned wafer quality; 3D metrology spanning chip features from nanometer scale transistors to large die interconnects; macro defect inspection of wafers and packages; elemental layer composition; overlay metrology; factory analytics; and lithography for advanced semiconductor packaging. Our breadth of offerings across the entire semiconductor value chain helps our customers solve their most difficult yield, device performance, quality, and reliability issues. Onto Innovation strives to optimize customers’ critical path of progress by making them smarter, faster and more efficient. Headquartered in Wilmington, Massachusetts, Onto Innovation supports customers with a worldwide sales and service organization. Additional information can be found at www.ontoinnovation.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), including, but not limited to, the statements by Messrs. Plisinski, Slicer and Roth and other statements regarding leadership changes, implementation of related plans and their impact on the Company’s performance and future growth as well as other matters that are not purely historical data. Onto Innovation wishes to take advantage of the “safe harbor” provided for by the Act and cautions that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond Onto Innovation’s control. Such factors include, but are not limited to, the length, severity and potential business impact of the COVID-19 pandemic, the Company’s ability to leverage its resources to improve its position in its core markets; its ability to weather difficult economic environments; its ability to open new market opportunities and target high-margin markets; the strength/weakness of the back-end and/or front-end semiconductor market segments; fluctuations in customer capital spending; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; its ability to adequately protect its intellectual property rights and

maintain data security; its ability to effectively maneuver global trade issues and changes in trade and export license policies; the Company’s ability to maintain relationships with its customers and manage appropriate levels of inventory to meet customer demands; and the Company’s ability to successfully integrate acquired businesses and technologies. Additional information and considerations regarding the risks faced by Onto Innovation are available in Onto Innovation’s Form 10-K report for the year ended January 1, 2022, and other filings with the Securities and Exchange Commission. As the forward-looking statements are based on Onto Innovation’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance or achievements. Onto Innovation does not assume any obligation to update the forward-looking information contained in this press release.

Source: Onto Innovation Inc.

ONTO-I

Contact:

Michael Sheaffer, +1 978.253.6273

mike.sheaffer@ontoInnovation.com

XML

Document and Entity Information	May 17, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 17, 2022
Entity Registrant Name	ONTO INNOVATION INC.
Entity Central Index Key	0000704532
Entity Emerging Growth Company	false
Entity File Number	001-39110
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-2276314
Entity Address, Address Line One	16 Jonspin Road
Entity Address, City or Town	Wilmington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01887
City Area Code	978
Local Phone Number	253-6200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	ONTO
Security Exchange Name	NYSE