FORMFACTOR,INC. (NASDAQ:FORM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of New Chief Financial Officer
On February 15, 2018, Shai Shahar, was appointed to serve as the Chief Financial Officer of FormFactor, Inc. (the “Company”), with a start date of March 5, 2018. As previously announced, the Company’s current Chief Financial Officer, Michael Ludwig, will retire from his position on March 2, 2018.
Mr. Shahar, age 46, is currently serving as the Vice President Finance & Operations of Nova Measuring Instruments (Nasdaq: NVMI), a leading provider of metrology solutions used in semiconductor manufacturing. From 2014 to 2016, Mr. Shahar served as Vice President Finance and Corporate Controller of PMC-Sierra, Inc. (Nasdaq: PMCS), a global fabless semiconductor company, and served as its Vice President Finance, FP&A, from 2010 to 2014, following its acquisition of Wintegra, Inc. Mr. Shahar was Chief Financial Officer of Wintegra, Inc., a fabless semiconductor company, from 2006 to 2010. From 1997 to 2006, Mr. Shahar worked in progressive roles through senior manager at Ernst & Young, where he was responsible for private and public company accounts, including Nasdaq-listed technology companies. Mr. Shahar is a certified public accountant in Israel, and received his bachelor's degree in Accounting and Economics in 1998 from the Recanati School of Business, Tel Aviv University, Israel.
to the terms of a letter agreement entered into by and between the Company and Mr. Shahar on February15, 2018, Mr. Shahar will be paid an annual base salary of $275,000 and a one-time sign on bonus of $30,000 and is eligible to receive a cash bonus under the Company’s employee incentive plan at a target rate of 67% of base salary. Mr. Shahar will also receive a grant of 46,500 restricted stock units to the Company’s Equity Incentive Plan, which will vest in three equal annual installments beginning on the grant date, and a grant of performance restricted stock units, with an aggregate value of $500,000 at the time of grant and vesting based on the Company’s total shareholder return performance compared to a group of peers over a three-year period. A copy of this letter agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the first fiscal quarter of 2018.
In connection with his appointment, Mr. Shahar will also enter into an indemnity agreement and a change of control severance agreement, the terms of which will be identical in all material respects to the forms of these agreements that the Company has previously entered into with its executive officers. The forms of indemnity agreement and change of control severance agreement, and the Company's employee incentive plan (filed as the Key Employee Bonus Plan) and Equity Incentive Plan, are each filed as exhibits to the Company's previous filings with the Securities and Exchange Commission and described in the Company's Proxy Statement for its 2017 Annual Meeting of Stockholders (including Annex A thereto).
There are no family relationships between Mr. Shahar and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. 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 Mr. Shahar or any member of his immediate family had, or will have, a direct or indirect material interest.
On February 21, 2018, the Company issued a press release regarding Mr. Shahar’s appointment, which is filed herewith as Exhibit99.01 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
FORMFACTOR INC ExhibitEX-99.01 2 dp87027_ex9901.htm EXHIBIT 99.01 Exhibit 99.01 News Release Investor Contact: Stan Finkelstein Investor Relations (925) 290-4321 [email protected] FormFactor,…To view the full exhibit click here
About FORMFACTOR,INC. (NASDAQ:FORM)
FormFactor, Inc. designs, develops, manufactures, sells and supports semiconductor probe card products. The Company is a supplier of probe cards to the manufacturers of dynamic random-access memory (DRAM), flash memory devices, microprocessor, chipset and other system on chip (SoC) devices. Semiconductor manufacturers use its probe cards to perform wafer test, which is the testing of the semiconductor die, or chips. The Company’s products utilize a range of technologies, including micro-electromechanical systems (MEMS) technologies, automation systems, various product architectures and design tools. Its MEMS technologies enable manufacturing of multi-material composite spring-like electrically-conductive contact elements. These contact elements, such as its MicroSpring contacts, optimize the relative amounts of force on, and across, a chip’s bond pad, solder bump or copper pillar during the test process, and maintain their shape and position over a range of compression.
