ENOVIX CORP: Change of directors or main management, financial statements and supporting documents (form 8-K)

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Item 5.02 Departure of Directors or Principal Officers; Election of directors; Appointment of key executives; Compensatory provisions of certain agents.

Compensation of senior management

At October 14, 2021, after consultation with compensation experts, the compensation committee of our board of directors (the “compensation committee”) approved the annual base salaries (in effect October 11, 2021) for our executive directors in the amounts indicated in the table below:


                                                                                     Annual Base
Name                                                  Title                             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

At October 14, 2021, after consultation with compensation experts, the compensation committee approved annual target bonuses for fiscal year 2021 for our executive officers, expressed as a percentage of the applicable annual base salary, in the amounts shown in the table below. 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%

At October 14, 2021, after consulting compensation experts, the Compensation Committee approved special bonuses (in force October 11, 2021) for our senior executives in the amounts indicated in the table below depending on the achievement of the pre-established performance objective 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

At 20 October 2021, after consulting compensation experts and on the recommendation of the compensation committee, our board of directors has adopted a compensation policy for non-employee directors (the “compensation policy for non-employee directors”). This policy is effective from July 14, 2021 upon closing of the transactions contemplated by this agreement and this merger plan, dated February 22, 2021, by and among Rodgers Silicon Valley Acquisition Corp., RSVAC Fusion Sub Inc. and Enovix Corporation. In accordance with the remuneration policy for non-employee directors, Enovix Corporation non-employee directors will be eligible for the compensation described below.



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Annual cash holdback

Under the compensation policy for non-employee directors, each of our non-employee directors is entitled to receive the following cash compensation for services rendered to our board of directors and its committees, 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 the mandate of eligible director):

                                            $               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


Annual cash benefits are payable in equal quarterly installments, in arrears after the end of each quarter in which the service was rendered, pro rata to any partial quarter. Board members will not receive any additional compensation for attending board or committee meetings.

Compensation in shares

As of the date hereof, each non-employee director currently on our board of directors has been granted a restricted share unit grant (“RSU grant”) covering the number of shares of our common shares. equal to (i) $ 100,000, divided by (ii) the closing selling price per share of our common shares on the grant date (each a “former director RSU”). 25% of each inherited Director RSU will vest on the grant date and the remainder will vest in three equal installments on each of the
December 31, 2021, March 31, 2022 and June 30, 2022, subject to the continuous service of the non-salaried director until each applicable vesting date.

Each non-employee director elected or appointed to our board of directors after the date hereof will automatically, on the date of his or her election or initial appointment as a non-employee director (or, if that date is not a working day , on the next business day), receive a PSU grant covering the number of shares of our common shares equal to (i) $ 275,000 divided by (ii) the closing price per share of our common shares on the applicable grant date, rounded 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 continued service of the Self-Employed Director until each applicable vesting date. .

At the close of business on the date of each annual meeting of shareholders held after the date hereof, each non-employee director will automatically be granted a PSU grant covering the number of shares of our common shares equal to ( i) $ 100,000, divided by (ii) the closing price per share of our common shares on the date of the applicable annual meeting. For a non-salaried director who was appointed to our board of directors less than 365 days before 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 period of one year from the applicable grant date, subject to the continued service of the non-employee director until each applicable vesting date. , so that each annual grant will be fully vested on the date no earlier than (i) the date of the next annual meeting of our shareholders (or the date immediately before the next annual meeting of our shareholders if the service of the director is not – employee as a director ends at this meeting due to the failure of the director to be re-elected or the director not standing for re-election) or (ii) the first anniversary measured from the date allocation, each being subject to the continuation of the duties of director until each applicable vesting date.

In the event of a change of control (as defined in our 2021 stock-based incentive plan), all the then outstanding share grants that have been granted in accordance with the compensation policy for non-employee directors will become fully vested immediately before the closing of this change of control, subject to the continuous service of the non-salaried director with us on the closing date of the change of control.

All PSU awards will be issued in accordance with the terms of our 2021 Stock Incentive Plan.

The foregoing description of the Remuneration Policy for Non-Employee Directors is not complete and is submitted and qualified in its entirety by reference to the Remuneration Policy for Non-Employee Directors, a copy of which is attached hereto as Exhibit 10.1. and is incorporated herein by reference. .



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Item 9.01 Financial statements and supporting documents.

(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).




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