- Proxy Statement (definitive) (DEF 14A)
April 08 2010 - 9:02AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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FORMFACTOR, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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FORMFACTOR, INC.
7005 Southfront Road
Livermore, California 94551
April 8, 2010
2010 ANNUAL MEETING OF STOCKHOLDERS
To
Our Stockholders:
You
are cordially invited to attend the 2010 Annual Meeting of Stockholders of FormFactor, Inc., which will be held at our principal executive offices located at 7005 Southfront
Road, Livermore, California 94551, on Thursday, May 20, 2010, at 3:00 p.m., Pacific Daylight Time.
The
agenda for the Annual Meeting is described in detail in the attached Notice of Annual Meeting of Stockholders and the attached Proxy Statement. We urge you to carefully review the
attached proxy materials.
Your vote is important. Whether or not you are able to attend the Annual Meeting in person, we urge you to vote your shares through the Internet in accordance
with the instructions in the Notice of Internet Availability of Proxy Materials that you received in the mail, or by signing, dating, and returning a proxy card at your earliest
convenience.
We
thank you for your continued support. We look forward to seeing you at our 2010 Annual Meeting of Stockholders.
With
best regards,
Dr. Mario
Ruscev
Chief Executive Officer
Livermore,
California
April 8, 2010
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FORMFACTOR, INC.
7005 Southfront Road
Livermore, California 94551
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 20, 2010
At 3:00 p.m., Pacific Daylight Time
To
Our Stockholders:
NOTICE
IS HEREBY GIVEN that the 2010 Annual Meeting of Stockholders of FormFactor, Inc. will be held at our principal executive offices located at 7005 Southfront Road, Livermore,
California 94551, on Thursday, May 20, 2010, at 3:00 p.m., Pacific Daylight Time, for the following purposes:
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1.
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To
elect two Class I directors to our Board of Directors, each to serve on our Board of Directors until his successor has been elected and qualified
or until his earlier death, resignation or removal. The director nominees are:
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2.
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To
ratify the selection of PricewaterhouseCoopers LLP as FormFactor's independent registered public accounting firm for fiscal year 2010.
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3.
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To
act upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The
foregoing items of business are more fully described in the Proxy Statement for the 2010 Annual Meeting of Stockholders accompanying this Notice.
The
record date for determining those stockholders of our company who will be entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof is
March 31, 2010. A list of those stockholders entitled to vote at the Annual Meeting will be available for inspection by any of our stockholders for any purpose germane to the Annual Meeting
during regular business hours at FormFactor's principal executive offices for ten days prior to the Annual Meeting.
Your vote is important. Whether or not you are able to attend the Annual Meeting in person, we urge you to vote your shares through the Internet in accordance
with the instructions in the Notice of Internet Availability of Proxy Materials that you received in the mail, or by signing, dating, and returning a proxy card at your earliest
convenience.
On
behalf of our Board of Directors, thank you for your participation in our 2010 Annual Meeting of Stockholders.
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BY ORDER OF THE BOARD OF DIRECTORS
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Stuart L. Merkadeau
Secretary
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Livermore,
California
April 8, 2010
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The
information in the Report of the Audit Committee and the Report of the Compensation Committee contained in this Proxy Statement shall not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by
reference into such filings. In addition, this information shall not otherwise be deemed to be "soliciting material" or to be filed under those Acts.
Please
note that information on FormFactor's website is not incorporated by reference in this Proxy Statement.
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FORMFACTOR, INC.
7005 Southfront Road
Livermore, California 94551
PROXY STATEMENT
FOR
2010 ANNUAL MEETING OF STOCKHOLDERS
April 8, 2010
GENERAL INFORMATION
Why am I receiving FormFactor's proxy materials?
This proxy statement is being furnished to our stockholders of record and beneficial owners of our common stock in connection with the
solicitation of proxies by our Board of Directors for use at our 2010 Annual Meeting of Stockholders.
Our
Board of Directors has made FormFactor's proxy materials available to you on the Internet on or about April 8, 2010 or, upon your request, has delivered a printed set of the
proxy materials to you by mail in connection with the solicitation of proxies by our Board for our 2010 Annual Meeting of Stockholders. We also mailed a Notice of Internet Availability of Proxy
Materials to our stockholders of record and beneficial owners of our common stock on or about April 8, 2010 to notify you that you can access the proxy materials over the Internet. Instructions
for accessing the proxy materials through the Internet are set forth in the Notice of Internet Availability of Proxy Materials.
We
will hold the Annual Meeting at our principal executive offices located at 7005 Southfront Road, Livermore, California 94551, on Thursday, May 20, 2010, at 3:00 p.m.,
Pacific Daylight Time.
What is included in the proxy materials?
The proxy materials include our company's Notice of Annual Meeting of Stockholders, Proxy Statement and 2009 Annual Report, which
includes our audited consolidated financial statements. If you requested a printed set of the proxy materials by mail, the proxy materials also included a proxy card for the Annual Meeting.
What specific proposals will be considered and acted upon at FormFactor's 2010 Annual Meeting?
The specific proposals to be considered and acted upon at the Annual Meeting are:
Proposal No. 1
Election of two Class I directors to our Board of Directors, each to serve on our Board until his
successor has been elected and qualified or until his earlier death, resignation or removal. The director nominees are: Dr. Chenming Hu and Lothar Maier; and
Proposal No. 2
Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for fiscal year 2010.
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We
will also consider any other matters that are properly presented for a vote at the Annual Meeting.
What are the voting recommendations of our Board of Directors?
Our Board of Directors recommends a vote FOR each of Proposal No. 1 and 2. Specifically, our Board recommends a vote FOR:
Election
of Dr. Chenming Hu and Lothar Maier to our Board of Directors as Class I directors; and
Ratification
of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2010.
Why did I receive a notice in the mail regarding the Internet availability of the proxy materials?
We mailed a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners of our common stock
on or about April 8, 2010 to notify you that you can access the proxy materials over the Internet. Instructions for accessing the proxy materials through the Internet are set forth in the
Notice of Internet Availability of Proxy Materials. As we did last year for our 2009 Annual Meeting of Stockholders, we sent the Notice instead of mailing a printed set of the proxy materials in
accordance with the "Notice and Access" rules adopted by the U.S. Securities and Exchange Commission. If you wish to receive a printed set of the proxy materials, please follow the instructions set
forth on the Notice of Internet Availability of Proxy Materials.
How can I get electronic access to the proxy materials?
The Notice of Internet Availability of Proxy Materials contains instructions for how to review our company's proxy materials on the
Internet and to instruct us to send future proxy materials to you by e-mail. Your election to receive future proxy materials by e-mail will remain in effect until you terminate
it in writing.
Who can vote at the Annual Meeting?
Only stockholders of record of our common stock at the close of business on March 31, 2010, which is the record date, are
entitled to notice of, and to vote at, the Annual Meeting. If you own shares of FormFactor common stock as of the record date, then you can vote at the Annual Meeting. At the close of business on the
record date, we had 49,996,082 shares of our common stock outstanding and entitled to vote, which were held by 67 stockholders of record.
How many votes am I entitled per share of common stock?
Holders of our common stock are entitled to one vote for each share held as of the record date.
What is the difference between holding FormFactor shares as a stockholder of record and a beneficial owner?
Most of our stockholders hold their shares of our common stock as a beneficial owner through a broker, bank or other nominee in "street
name" rather than directly in their own name. As summarized below, there are some important distinctions between shares held of record and those owned beneficially in "street name."
Stockholder of Record:
If your shares of our common stock are registered directly in your name with our transfer agent, Computershare
Trust Company,
N.A., you are considered the stockholder of record with respect to those shares, and we delivered the Notice of Internet Availability of Proxy
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Materials
directly to you. As the stockholder of record, you have the right to vote your shares in person or by proxy at the Annual Meeting.
Beneficial Owner:
If your shares of our common stock are held in an account with a broker, bank or other nominee, you are considered
the beneficial
owner of those shares held in "street name," and the nominee holding your shares on your behalf delivered the Notice of Internet Availability of Proxy Materials to you. The nominee holding your shares
is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares
being held by them.
What do I need to bring with me to attend the Annual Meeting?
If you are a stockholder of record of shares of our common stock, please bring photo identification with you. If you are a beneficial
owner of shares of our common stock held in "street name," please bring photo identification and the "legal proxy," which is described below under the question "If I am a beneficial owner of shares
held in 'street name,' how do I vote?", or other evidence of stock ownership (e.g., most recent account statement) with you. If you do not provide photo identification or if applicable,
evidence of stock ownership, you will not be admitted to the Annual Meeting.
If I am a stockholder of record of FormFactor shares, how do I vote?
Voting by Internet.
You can vote through the Internet by following the instructions provided in the Notice of Internet Availability of
Proxy
Materials that you received. Go to
www.envisionreports.com/FORM
, follow the instructions on the screen to log in, make your selections as instructed and
vote.
Voting by Mail.
You can vote by mail by requesting a printed set of the proxy materials, which will contain a proxy card, and by then
completing,
dating, signing and returning the proxy card in the postage-paid envelope (to which no postage need be affixed if mailed in the United States) accompanying the proxy card.
Voting in Person.
If you plan to attend the Annual Meeting and vote in person, we will give you a proxy card at the Annual Meeting.
Even if you plan
to attend the Annual Meeting, we encourage you also to vote by Internet or mail as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
If I am a beneficial owner of shares held in "street name," how do I vote?
Voting by Internet.
You can vote through the Internet by following the instructions provided in the Notice of Internet Availability of
Proxy
Materials that you received. Go to
www.proxyvote.com
, follow the instructions on the screen to log in, make your selections as instructed and vote.
Voting by Mail.
You can vote by mail by requesting a printed set of the proxy materials, which will contain a voting instruction form,
and by
completing, dating, signing and returning the voting instruction form in the postage-paid envelope (to which no postage need be affixed if mailed in the United States) accompanying the
voting instruction form.
Voting in Person.
If you plan to attend the Annual Meeting and vote in person, you must obtain a "legal proxy" giving you the right to
vote the
shares at the Annual Meeting from the broker, bank or other nominee that holds your shares. Even if you plan to attend the Annual Meeting, we recommend that you also vote by Internet or mail as
described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
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Where will the Annual Meeting be held?
We will hold the Annual Meeting at our principal executive offices located at 7005 Southfront Road, Livermore, California 94551, on
Thursday, May 20, 2010, at 3:00 p.m., Pacific Daylight Time. From San Francisco, CA, take I-80 East, merge onto I-580 East, take N. Greenville Road/Altamont Pass
Road exit, turn right on the ramp onto Southfront Road and turn left into the Company's headquarters. From San Jose, CA, take I-880 North, merge onto Mission Boulevard/CA-262
East, merge onto I-680 North, merge onto I-580 East, take N. Greenville Road/Altamont Pass Road exit, turn right on the ramp onto Southfront Road and turn left into the
Company's headquarters.
What if I submit a proxy but I do not give specific voting instructions?
Stockholder of Record:
If you are a stockholder of record of shares of our common stock and if you indicate when voting through the
Internet that you
wish to vote as recommended by our Board of Directors, or if you sign and return a proxy without giving specific voting instructions, then the proxy holders designated by our Board, who are officers
of our company, will vote your shares for the Class I nominees for director and for the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for
fiscal year 2010, both as recommended by our Board of Directors and as presented in this Proxy Statement.
Beneficial Owner:
If you are a beneficial owner of shares of our common stock held in "street name" and do not present the broker, bank
or other
nominee that holds your shares with specific voting instructions, then the nominee may generally vote your shares on "routine" proposals but cannot vote on your behalf for "non-routine"
proposals under the rules of various securities exchanges. If you do not provide specific voting instructions to the nominee that holds your shares with respect to a non-routine proposal,
the nominee will not have the authority to vote your shares on that proposal. When a broker indicates on a proxy that it does not have authority to vote shares on a particular proposal, the missing
votes are referred to as "broker non-votes." We understand that Proposal No. 1 involves a matter that is considered "non-routine" and Proposal No. 2 involves a
matter that is considered "routine" under applicable rules.
What is the quorum requirement for the Annual Meeting?
A quorum is required for our stockholders to conduct business at the Annual Meeting. A majority of the outstanding shares of our common
stock entitled to vote on the record date must be present in person or represented by proxy at the Annual Meeting in order to hold the meeting and conduct business. We will count your shares for
purposes of determining whether there is a quorum if you are present in person at the Annual Meeting, if you have voted through the Internet, if you have voted by properly submitting a proxy card or
if the nominee holding your shares submits a proxy card. We will also consider broker non-votes for the purpose of determining if there is a quorum.
What is the voting requirement to approve each of the proposals?
For Proposal No. 1, the Class I directors will be elected by a plurality of the votes cast by the holders of shares of
our common stock entitled to vote who are present in person or represented by proxy at the Annual Meeting. You may not cumulate votes in the election of directors. Under our company's Corporate
Governance Guidelines, any director nominee who receives a greater number of votes "withheld" from his election than votes "for" his election in an uncontested election shall promptly tender his
resignation to the chairperson of our Governance Committee following certification of the stockholder vote. The Governance Committee will promptly consider the resignation offer and make a
recommendation to our Board of Directors. The Board will act on the Governance Committee's recommendation within 90 days following certification of the stockholder vote.
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Approval
of Proposal No. 2 requires the affirmative vote of a majority of the votes cast by the holders of shares of our common stock entitled to vote that are present in person
or represented by proxy at the Annual Meeting.
The
effectiveness of any of the proposals is not conditioned upon the approval by our stockholders of any other proposal by our stockholders.
How are abstentions treated?
Abstentions are counted for the purposes of determining whether a quorum is present at the Annual Meeting. Abstentions will not be
counted either in favor of or against the election of the Class I director nominees or the ratification of the selection of our independent registered public accounting firm for fiscal year
2010.
Can I change my vote or revoke my proxy after I have voted?
You may change your vote or revoke your proxy at any time before the final vote at the Annual Meeting. You may vote again on a later
date (a) through the Internet (only your latest Internet proxy submitted prior to the Annual Meeting will be counted), (b) by signing and returning a new proxy card with a later date if
you are a stockholder of record, or (c) by attending the Annual Meeting and voting in person if you are a stockholder of record or if you are a beneficial owner and have obtained a proxy from
the nominee holding your shares giving you the right to vote your shares. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual
Meeting or specifically request in writing that your prior proxy be revoked.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your
voting privacy. Your vote will not be disclosed either within our company or to third parties, except (a) as necessary to meet applicable legal requirements, (b) to allow for the
tabulation and certification of votes, and (c) to facilitate a successful proxy solicitation. Occasionally, stockholders provide written comments on their proxy cards, which we may forward to
our company's Corporate Secretary.
What happens if additional matters are presented at the Annual Meeting?
Other than Proposals No. 1 and 2, we are not aware of any other matters to be presented for a vote at the Annual Meeting. If you
grant a proxy, the proxy holders, who are officers of our company, will have the authority in their discretion to vote your shares on any other matters that are properly presented for a vote at the
Annual Meeting. If for any reason any of the Class I nominees is not available as a candidate for director, the proxy holders will vote your proxy for such other candidate or candidates as may
be recommended by our Board of Directors.
What happens if there are insufficient votes in favor of the proposals?
In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the proxy holders, who
are officers of our company, may propose one or more adjournments of the Annual Meeting to permit further solicitations of proxies. Any such adjournment would require the affirmative vote of holders
of the majority of the shares of common stock present in person or represented by proxy at the Annual Meeting.
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Where can I find the voting results of the Annual Meeting?
We intend to announce the voting results at the Annual Meeting and to report the results on a Form 8-K that we will
file with the U.S. Securities and Exchange Commission.
Who is paying for the cost of this proxy solicitation?
We will pay the entire cost for soliciting proxies to be voted at the Annual Meeting. We will pay brokers, banks and other nominees
representing beneficial owners of shares of our common stock held in "street name" certain fees associated with delivering the Notice of Internet Availability of Proxy Materials, delivering printed
proxy materials by mail to beneficial owners who request them and obtaining beneficial owners' voting instructions. In addition, our directors, officers
and employees may also solicit proxies on our behalf by mail, telephone or in person. We will not pay any compensation to our directors, officers and employees for their proxy solicitation efforts,
but we may reimburse them for reasonable out-of-pocket expenses in connection with any solicitation.
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PROPOSAL NO. 1
ELECTION OF CLASS I DIRECTORS
The first proposal is to elect two Class I directors to our Board of Directors. The Class I nominees are
Dr. Chenming Hu and Lothar Maier, who are current directors of FormFactor. These nominees have been duly recommended by our Governance Committee and duly nominated by our Board of Directors,
and have agreed to stand for re-election. The proxy holders intend to vote all proxies received for Dr. Hu and Mr. Maier, unless otherwise instructed. Proxies may not be
voted for more than two directors. Stockholders may not cumulate votes in the election of directors. In the event any nominee is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies may be voted for a nominee designated by our Board of Directors to fill the vacancy. As of the date of this Proxy Statement, our Board of Directors is not aware that any nominee
is unable or will decline to serve as a director of our company.
Our Board of Directors recommends a vote FOR the election of Dr. Chenming Hu and Lothar Maier to our Board of Directors as Class I
directors.
Board of Directors
Our Board of Directors consists of seven members and is divided into three classes, which we have designated as Classes I, II
and III. Each director is elected for a three-year term of office, with one class of directors being elected at each annual meeting of stockholders. The Class I directors will be
elected at the Annual Meeting, the Class II directors will be elected at our 2011 Annual Meeting of Stockholders and the Class III directors will be elected at our 2012 Annual Meeting of
Stockholders. Each director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.
Information
regarding our Class I and other directors, including their names and positions with our company, is set forth in the table below.
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Name of Director
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Age
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Class
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Position with FormFactor
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Director Since
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Dr. Homa Bahrami(2)(3)
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55
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II
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Director
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December 2004
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G. Carl Everett, Jr.(1)(2)(4)
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II
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Director
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June 2001
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Dr. Chenming Hu(3)
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I
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Director
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December 2009
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Lothar Maier(2)(4)
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I
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Director
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November 2006
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James A. Prestridge(1)(2)(4)
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78
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III
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Chairman
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April 2002
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Dr. Mario Ruscev
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52
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II
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Director and Chief Executive Officer
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January 2008
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Harvey A. Wagner(1)(3)
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69
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III
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Director
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February 2005
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(1)
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Current
member of the Audit Committee.
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(2)
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Current
member of the Compensation Committee.
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(3)
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Current
member of the Governance Committee.
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(4)
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Current
member of the M&A Committee.
Dr. Homa Bahrami
has served as a Director since December 2004. Dr. Bahrami is a Senior Lecturer at the Haas School of
Business, University of California, Berkeley. Dr. Bahrami is also a Faculty Director of the Center for Executive Education and a Board Member of the Center for Teaching Excellence, both at the
Haas School of Business, University of California, Berkeley. Dr. Bahrami has been on the
Haas School faculty since 1986 and is widely published on organizational design and organizational development challenges and trends in the high technology sector. Dr. Bahrami currently serves
on the board of directors of one privately held company. Dr. Bahrami holds a Ph.D. in organizational behavior from Aston University, United Kingdom.
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G. Carl Everett, Jr.
has served as a Director since June 2001. Mr. Everett founded GCE Ventures, a venture advisement firm, in
April 2001. Mr. Everett has served as a venture partner at Accel LLP, a venture capital firm, since 2002. From February 1998 to April 2001, Mr. Everett served as Senior Vice
President, Personal Systems Group of Dell Inc. During 1997, Mr. Everett was on a personal sabbatical. From 1978 to December 1996, Mr. Everett held several management positions
with Intel Corporation, including Senior Vice President and General Manager of the Microprocessor Products Group, and Senior Vice President and General Manager of the Desktop Products Group.
Mr. Everett currently serves on the board of directors of three privately held companies. Mr. Everett holds a B.A. in business administration and an honorary Doctorate of Laws from New
Mexico State University.
Dr. Chenming Hu
has served as a Director since December 2009. Dr. Hu is the TSMC Distinguished Chair Professor of
Microelectronics in Electrical Engineering and Computer Sciences at the University of California, Berkeley, and has been a Professor of Electrical Engineering and Computer Sciences at the University
of California, Berkeley since 1976. From 2001 through 2004, Dr. Hu was the Chief Technology Officer at Taiwan Semiconductor Manufacturing Company Limited, a dedicated semiconductor foundry.
From 1995 through 2003, Dr. Hu served as the Chairman of the board of directors of Celestry Design Technologies, Inc., a complete,
full-chip"system-on-chip" silicon accurate sign-off solution provider, which Cadence Design Systems, Inc. acquired in 2003. Dr. Hu was
also the co-founder of Celestry Design Technologies. From 1973 through 1976 Dr. Hu was an assistant professor at the Massachusetts Institute of Technology. Dr. Hu has served
as a member of the Board of Directors of MoSys, Inc., a publicly traded company, since January 2005, and of SanDisk Corporation, a publicly traded company, since September 2009, where he is a
member of the Compensation Committee. Dr. Hu currently serves on the board of directors of one privately held company, where he is a member of the Audit Committee. Dr. Hu holds a B.S. in
Electrical Engineering from National Taiwan University, Taiwan and an M.S. and a Ph.D. in Electrical Engineering from the University of California, Berkeley.
Lothar Maier
has served as a Director since November 2006. Mr. Maier has served as the Chief Executive Officer and a member of the
board of directors of Linear Technology Corporation, a supplier of high performance analog integrated circuits, which is a publicly traded company, since January 2005. Prior to that, Mr. Maier
served as Linear Technology's Chief Operating Officer from April 1999 to December 2004. Before joining Linear Technology, Mr. Maier held various management positions at Cypress Semiconductor
Corporation, a provider of high-performance, mixed-signal, programmable solutions, from 1983 to 1999, most recently as Senior Vice President and Executive Vice
President of Worldwide Operations. Mr. Maier holds a B.S. in chemical engineering from the University of California at Berkeley.
James A. Prestridge
has served as a Director since April 2002, and has served as Chairman of our Board of Directors from August 2005 to
June 2008, and since May 2009. Mr. Prestridge served as our Lead Independent Director from June 2008 to May 2009. Mr. Prestridge served as a consultant for Empirix Inc., a
provider of test and monitoring solutions for communications applications, from October 2001 until October 2003. From June 1997 to January 2001, Mr. Prestridge served as a Director of five
private companies that were amalgamated into Empirix. Mr. Prestridge served as a member of the board of directors of Teradyne, Inc., a manufacturer of automated test equipment, which is
a publicly traded company, from 1992 until 2000. Mr. Prestridge was Vice-Chairman of Teradyne from January 1996 until May 2000 and served as Executive Vice President of Teradyne
from 1992 until May 1997. Mr. Prestridge holds a B.S. in general engineering from the U.S. Naval Academy and an M.B.A. from Harvard University. Mr. Prestridge served as a Captain in the
U.S. Marine Corps.
Dr. Mario Ruscev
has served as our Chief Executive Officer since June 2008 and a member of our board of directors since January
2008, when he joined our company. Dr. Ruscev previously served as our President from January 2008 to June 2008. Prior to FormFactor, Dr. Ruscev served as President of Testing
Schlumberger Oilfield Services of Schlumberger Limited, a services company supplying
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technology,
project management and information solutions for optimizing performance in the oil and gas industry, from April 2006 to December 2007. He also held several executive positions at
Schlumberger during his 23 year career with that company, including President of Schlumberger Water and Carbon Services from April 2002 to March 2006, President of Wireline, Schlumberger
Oilfield Services from January 2001 to March 2002 and President of Geco-Prakla Schlumberger Oilfield Services from April 1999 to December 2000. Dr. Ruscev received a Doctorate in
Nuclear Physics from Université, Pierre et Marie Curie in Paris, France and a Ph.D. in Nuclear Physics from Yale University.
Harvey A. Wagner
has served as a Director since February 2005. Mr. Wagner joined Caregiver Services, Inc., a provider of
in-home care services, as the President and Chief Executive Officer and a member of the board of directors in April 2008. Mr. Wagner founded the H.A. Wagner Group, LLC, a
consulting firm, where he has served as managing principal since July 2007. Mr. Wagner previously served as President and Chief Executive Officer of Quovadx, Inc. (now
Healthvision, Inc.), a software and services company, from October 2004 to July 2007, and as a member of the board of directors of Quovadx from April 2004 to July 2007. From May 2004 through
October 2004, Mr. Wagner served as acting President and Chief Executive Officer of Quovadx. Prior to joining Quovadx, he served as Executive Vice President and Chief Financial Officer of Mirant
Corporation, an independent energy company, from January 2003 through April 2004. Prior to joining Mirant, Mr. Wagner was Executive Vice President of Finance, Secretary, Treasurer, and Chief
Financial Officer at Optio Software, Inc., a provider of business process improvement solutions, from February 2002 to December 2002. From May 2001 to January 2002, he performed independent
consulting services for various corporations. He was Chief Financial Officer and Chief Operating Officer for PaySys International, Inc. from December 1999 to April 2001. Mr. Wagner also
serves on the board of directors of Cree, Inc., a publicly traded company,
since February 2004 where he is Chairman of the Audit Committee and a member of the Nominating and Governance Committee. Mr. Wagner also serves on the Board of Startek, Inc., a publicly
traded company, since May 2008 where he is Chairman of the Audit Committee, a member of the Governance Committee and a member of the Compensation Committee. Mr. Wagner holds a B.B.A. in
accounting from the University of Miami.
Qualification to Serve as Director
The Governance Committee has determined that each of the directors and nominees are qualified to serve as a director of our company.
The reasons for these determinations are as follows:
Dr. Bahrami
provides the board with expertise in organizational design, issues and trends in the high technology sector, as well as insight into best governance practices.
Dr. Bahrami's expertise also includes strategic planning and overall business development strategy.
Mr. Everett
has extensive experience in the technology sector, gained through executive and management positions at companies such as Dell Inc. and Intel Corporation, with
particular expertise in the areas of sales and marketing, the semiconductor industry, and in financial accounting and reporting.
Dr. Hu
has significant expertise in the field of electrical engineering, having served as a professor of electrical engineering and computer sciences at the University of
California, Berkeley and currently as the TSMC Distinguished Chair Professor of Microelectronics in electrical engineering and computer sciences at the University of California, Berkeley.
Dr. Hu also brings first-hand experience in and understanding of the semiconductor industry across a wide-range of areas from the customers' point of view gained through
his service as the chief technology officer at Taiwan Semiconductor Manufacturing Company Limited, a dedicated semiconductor foundry.
Mr. Maier
provides significant semiconductor industry and leadership experience as the chief executive officer and a member of the board of directors of Linear Technology
Corporation, a supplier
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of
high performance analog integrated circuits, which is a publicly traded company. Mr. Maier also has considerable experience in semiconductor chip manufacturing.
Mr. Prestridge
provides extensive leadership experience, in addition to serving as a director of our company since April 2002 and as chairman of our board of directors from August
2005 to June 2008, and since May 2009. Mr. Prestridge has served as a director of five private companies, as well as a director of Teradyne, Inc. Mr. Prestridge has significant
expertise in the semiconductor test equipment industry, which is the focus of the company's business and in public company financial accounting and reporting.
Dr. Ruscev
has held significant leadership positions in his 23-year tenure at Schlumberger Limited, including as president of several divisions of the company and has
considerable experience in growing, turning around, and stating new businesses. While at various Schlumberger divisions, Dr. Ruscev also was responsible for product development and R&D programs
and groups, directing the development of highly sophisticated, technical products.
Mr. Wagner
brings extensive executive and financial management experience across a number of companies including companies within the semiconductor industry. Mr. Wagner has
served as Chief Financial Officer of four companies listed on The New York Stock Exchange and two companies listed on the Nasdaq Stock Market. Mr. Wagner, who is currently chairman of the Audit
Committees at Cree, Inc. and Startek, Inc., also brings significant board leadership experience and expertise in financial accounting and reporting for publicly held companies.
Board Leadership Structure
The company separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two
roles and in order to facilitate the advisory and oversight roles of the Board. The Chief Executive Officer is responsible for setting the strategic direction of the company and the
day-to-day leadership and performance of the company, while the Chairman of the Board provides guidance to the Chief Executive Officer and senior management and presides over
meetings of the full Board. In addition, the Chairman of the Board presides over meetings of the independent directors of the Board. The Board and the Governance Committee believe that the separation
of the offices of Chairman and Chief Executive Officer at this time serves to fulfill its duties effectively and efficiently.
From
June 2008 to May 2009, Dr. Igor Khandros, founder and former Chief Executive Officer of our company, served as Executive Chairman of the Board and Mr. Prestridge
served as lead independent director. In his capacity as Executive Chairman, Dr. Khandros presided at meetings of the Board. In his capacity as lead independent director, Mr. Prestridge
presided at executive sessions of the Board and acted as liaison between the Executive Chairman of the Board and the Chief Executive Officer. After Dr. Khandros' resignation in May 2009, the
Board appointed Mr. Prestridge Chairman of the Board and discontinued the position of lead independent director.
Board's Role in Risk Oversight
The Board exercises its risk oversight function both directly and indirectly through its various committees. The Board reviews and
approves the company's annual strategic plan. At its meetings, it receives reports of the chairpersons of each of its committees, the Chief Executive Officer and the Chief Financial Officer.
As
prescribed in its charter, the Audit Committee oversees the company's accounting and financial reporting processes and audits of the company's financial statements, including
oversight of the company's systems of internal controls and disclosure controls and procedures, compliance with legal and regulatory requirement, internal audit function and the appointment,
compensation and evaluation
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of
the company's independent auditors. The Audit Committee reports regularly, either orally or in writing, to the Board or the independent directors regarding matters for which the committee has
responsibility and any other issues that the committee believes should be brought to the attention of the Board.
In
addition to overseeing the company's compensation and benefit plans, policies and programs, determining the compensation of our executive officers, and administering our equity plans,
the Compensation Committee confers with the Audit Committee regarding the risks arising from our company's employee compensation program.
Emeritus Program
Our Board of Directors established an Emeritus program in May 2005 under which our Board may appoint former directors to the position
of Director Emeritus or Chairperson Emeritus in recognition of their service to our company and to assist in continuity of membership on our Board. Persons who accept appointment to the position of
Director Emeritus or Chairperson Emeritus, as the case may be, provide advisory and consulting services on such business matters as our Board may determine and may participate in all meetings of our
Board in a non-voting capacity. A Director Emeritus or Chairperson Emeritus serves for a one-year term that expires at the following annual meeting of our stockholders, which
term is renewable. Dr. William H. Davidow, who served as a Director of FormFactor from April 1995 to August 2005, and as Chairman of the Board of Directors from June 1996 to August 2005, has
served as Chairperson Emeritus since August 2005.
Independence of Directors
Our Board of Directors has determined that each of our directors, other than Dr. Ruscev, our Chief Executive Officer, is
independent. Accordingly, more than a majority of the members of our Board are independent. Our Board appointed Mr. Prestridge to serve as Chairman of the Board in June 2009. We define
"independent directors" pursuant to the rules of the U.S. Securities and Exchange Commission and the Nasdaq Global Market. To be considered independent, a director cannot be an officer or employee of
our company or its subsidiaries, and cannot have a relationship with our company or its subsidiaries that, in the opinion of our Board, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. Our Board consults with our company's legal counsel and independent counsel to ensure that its determinations are consistent with all relevant laws,
rules and regulations regarding the definition of "independent director," including applicable securities laws and the rules of the U.S. Securities and Exchange Commission and Nasdaq Global Market.
Board Meetings
We set the dates and times of our Board of Directors and Board committee meetings in advance of each fiscal year. During our fiscal
year 2009, our Board of Directors held five meetings, and also conducted regularly scheduled telephonic updates. During fiscal year 2009, all of the directors attended all of the meetings of the Board
of Directors during the period that such director served.
The
independent members of our Board of Directors meet regularly in executive sessions outside of the presence of management. The independent members met four times prior to regularly
scheduled meetings of the Board of Directors during fiscal year 2009 in which all independent members attended.
Committees of the Board of Directors
Our Board of Directors has established four standing committees: the Audit Committee, the Compensation Committee, the Governance
Committee and the M&A Committee. Members of each of the standing committees are set forth in the table above under "Board of Directors." Each committee
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has
adopted a charter, which it reviews and assesses annually. Our Board of Directors has approved the charters of its committees. A copy of the charter of each committee is posted in the Investors'
section on our company's website at
www.formfactor.com
.
Audit Committee.
The Audit Committee oversees our company's accounting and financial reporting processes and the audits of our
financial statements,
including oversight of our systems of internal controls and disclosure controls and procedures, compliance with legal and regulatory requirements, our internal audit function and the selection,
compensation and evaluation of our independent registered public accounting firm. The members of our Audit Committee are currently and were in fiscal year 2009 Messrs. Everett, Prestridge and
Wagner. Mr. Wagner is the chairperson of this committee and served as chairperson during fiscal year 2009. Our Board of Directors has determined that each member of the Audit Committee is
independent within the meaning of the rules of the Securities and Exchange Commission and the Nasdaq Global Market, and is able to read and understand fundamental financial statements as contemplated
by such rules. Our Board of Directors has also determined that Mr. Wagner is an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission and is
financially sophisticated within the meaning of the rules of the Nasdaq Global Market. The Audit Committee met eleven times, including seven telephone conference meetings, during fiscal year 2009.
During fiscal year 2009, all of the committee members attended all of the meetings of the Audit Committee during the period that such committee members served, other than Mr. Everett, who
attended all meetings but one, or 91% of the meetings.
Compensation Committee.
The Compensation Committee oversees our company's compensation and benefit plans, policies and programs,
determines the
compensation of our executive officers and administers our equity plans. In addition, our Compensation Committee makes recommendations to the Board regarding appropriate compensation of our
non-employee directors. The members of our Compensation Committee are currently and were in fiscal year 2009 Dr. Bahrami and Messrs. Everett, Maier and Prestridge.
Mr. Prestridge is the chairperson of this committee and served as chairperson during fiscal year 2009. Our Board of Directors has determined that each member of the Compensation Committee is
independent within the meaning of the rules of the Nasdaq Global
Market, a non-employee director within the meaning of Section 16 of the Securities Exchange Act of 1934, and an outside director within the meaning of Section 162(m) of the
Internal Revenue Code. The Compensation Committee met six times, including one telephone conference meeting, during fiscal year 2009. During fiscal year 2009, all of the committee members attended all
of the meetings of the Compensation Committee during the period that such committee members served, other than Mr. Everett who attended all meetings but one, or 83% of such meetings.
Governance Committee.
The Governance Committee oversees our company's corporate governance practices and our process for identifying,
evaluating and
recommending for nomination by our Board of Directors individuals for service on the Board and its committees. In addition, our Governance Committee assesses the composition and performance of our
Board and our Board committees. The members of the Governance Committee were in fiscal year 2009 Dr. Bahrami and Dr. Campbell and Mr. Wagner. Dr. Campbell resigned from our
Board of Directors and the Governance Committee in December 2009. Dr. Hu joined the Governance Committee in January 2010. The current members of the Governance Committee are Dr. Bahrami,
Dr. Hu and Mr. Wagner. Dr. Bahrami is the chairperson of this committee and served as chairperson during fiscal year 2009. Our Board of Directors has determined that each member
of the Governance Committee is independent within the meaning of the rules of the Nasdaq Global Market and a non-employee director within the meaning of Section 16 of the Securities
Exchange Act of 1934. The Governance Committee met four times during fiscal year 2009. During fiscal year 2009, all of the committee members attended all of the meetings of the Governance Committee
during the period that such committee members served, other than Dr. Campbell who attended all meetings but one, or 75% of such meetings.
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M&A Committee.
The M&A Committee oversees the review and assessment of potential acquisitions, strategic investments,
divestitures and joint ventures
by our company. The members of the M&A Committee are currently and were in fiscal 2009 Messrs. Everett, Maier and Prestridge. Mr. Everett is the chairperson of this committee. The
members of the M&A Committee do, but are not required to, meet the independence requirements set forth in the Nasdaq Global Market rules. Our Board of Directors established the M&A Committee in
February 2009. The M&A Committee met twice telephonically during fiscal year 2009. During fiscal year 2009, all of the committee members attended all of the meetings of the M&A Committee during the
period that such committee members served, other than Mr. Everett, who was unable to attend one of the meetings, or 50% of such meetings, due to a known pre-existing commitment, but
who was actively engaged in substantive preparation for the meeting and in post-meeting matters.
Director Compensation
The form and amount of compensation paid to our independent directors for serving on our Board and its committees is designed to be
competitive in light of industry practices and the obligations imposed by such service. In order to align the long-term interests of our directors with those of our stockholders, a portion
of director compensation is provided in equity-based compensation. The value of total annualized compensation of our independent directors is targeted to be at approximately the median of our peer
group of companies, which is described below under the "Compensation Discussion and Analysis" section in this Proxy Statement. The compensation practices of this peer group of companies were the
benchmark used when considering the competitiveness of our independent director compensation in 2009. Our independent outside compensation consultants, Frederic W. Cook & Co., Inc., or
FWC, and Radford, an Aon Consulting Company, or Radford, and our company's Human Resources department collected and developed the competitive data and analyses for benchmarking independent director
compensation. In December 2009, the Compensation Committee recommended and our Board approved changes to the initial and annual equity awards for new and re-elected independent directors.
In March 2010, the Compensation Committee recommended and our Board approved an increase in the retainer for independent directors, changes to Board and Board committee chairperson and member
retainers and the elimination of meeting fees to comply with current best practice.
The
following table presents the compensation paid to our independent directors for fiscal year 2009. Dr. Ruscev is not considered an independent director of our company because
he is an employee of our company. Dr. Khandros is not considered an independent director of our company because he was an employee of our company. Compensation of Dr. Ruscev and
Dr. Khandros is described under "Compensation Discussion and Analysis" and "Executive Compensation and Related Information" in this Proxy Statement. Effective December 10, 2009,
Dr. Campbell resigned as a member of our Board of Directors and Dr. Hu was elected to our Board or Directors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Option Awards ($)(1)(3)
|
|
Stock Awards ($)(1)(3)
|
|
Total ($)
|
|
Dr. Homa Bahrami
|
|
|
45,000
|
|
|
0
|
|
|
102,660
|
|
|
147,660
|
|
Dr. Thomas J. Campbell
|
|
|
33,000
|
|
|
0
|
|
|
102,660
|
(2)
|
|
135,660
|
|
G. Carl Everett, Jr.
|
|
|
40,000
|
|
|
0
|
|
|
102,660
|
|
|
142,660
|
|
Dr. Chenming Hu
|
|
|
0
|
|
|
52,464
|
|
|
123,180
|
|
|
175,644
|
|
Lothar Maier
|
|
|
33,000
|
|
|
0
|
|
|
102,660
|
|
|
135,660
|
|
James A. Prestridge
|
|
|
79,000
|
|
|
0
|
|
|
102,660
|
|
|
181,660
|
|
Harvey A. Wagner
|
|
|
55,000
|
|
|
0
|
|
|
102,660
|
|
|
157,660
|
|
-
(1)
-
The
stock awards are restricted stock units that we awarded to our independent directors under our 2002 Equity Incentive Plan. The restricted stock units
will settle in shares of our common
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stock
on the earlier of: (i) the date on which the units are fully vested, or (ii) the date that the director's engagement with our company is terminated (or the first market trading day
during an open trading window under our company's Statement of Policy regarding Insider Trading thereafter if the applicable date is not on a market trading day during an open trading window, but no
later than March 15th of the year following the scheduled settlement date). The price at which we will settle the restricted stock units is the closing price of our company's common
stock on the Nasdaq Global Market on the trading date immediately prior to the settlement date.
The
amounts shown reflect the dollar amount based on the fair value of the award on the date of grant. The fair value of stock options is measured using the Black-Scholes option-pricing model while
the fair value for restricted stock units is based on the quoted price of our common stock on the date of grant. No restricted stock units were forfeited by any of our independent directors during
fiscal year 2009. Assumptions used in the calculation of these amounts are described in Note 10Stock-Based Compensation to our company's consolidated financial statements in our
Annual Report on Form 10-K for the fiscal year ended December 26, 2009.
-
(2)
-
As
noted above, Dr. Campbell resigned as a member of the Board of Directors effective as of December 10, 2009. In connection with
Dr. Campbell's resignation, our company agreed to accelerate the vesting of his restricted stock units representing 3,000 shares. The incremental fair value of the accelerated restricted stock
units is $61,590, calculated in accordance with FASB ASC Topic 18, which is not included in the table above.
-
(3)
-
A
summary of options and restricted stock units outstanding as of December 26, 2009 for each of our independent directors is as follows:
|
|
|
|
|
|
|
|
Name
|
|
Stock
Options
Outstanding(#)
|
|
Restricted
Stock Units
Outstanding(#)
|
|
Dr. Homa Bahrami
|
|
|
48,013
|
|
|
6,000
|
|
Dr. Thomas J. Campbell
|
|
|
15,000
|
|
|
6,000
|
|
G. Carl Everett, Jr.
|
|
|
55,000
|
|
|
12,000
|
|
Dr. Chenming Hu
|
|
|
6,000
|
|
|
6,000
|
|
Lothar Maier
|
|
|
22,726
|
|
|
6,000
|
|
James A. Prestridge
|
|
|
55,000
|
|
|
12,000
|
|
Harvey A. Wagner
|
|
|
40,410
|
|
|
6,000
|
|
Cash Compensation.
The fiscal year 2009 cash compensation for our independent directors is set forth in the following table.
|
|
|
Compensation Element
|
|
Fiscal Year 2009 Cash Compensation
|
Director Annual Retainer
|
|
$20,000
|
Chairperson Annual Retainer
|
|
$25,000 for Board chairperson
|
|
|
$25,000 for Lead Independent Director
|
|
|
$10,000 for Audit Committee chairperson
|
|
|
$5,000 for other committee chairperson
|
Board Meeting Fee
|
|
$2,000 per meeting, whether attended in person or telephonically
|
Committee Meeting Fee
|
|
$1,000 per meeting, whether attended in person or telephonically
|
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Effective
January 1, 2010, cash compensation for our independent directors is set forth in the following table:
|
|
|
Compensation Element
|
|
Fiscal Year 2010 Cash Compensation
|
Director Annual Retainer
|
|
$40,000
|
Chairperson Annual Retainer
|
|
$25,000 for Board chairperson
|
|
|
$22,000 for Audit Committee chairperson
|
|
|
$12,000 for Compensation Committee chairperson
|
|
|
$10,000 for all other committee chairpersons
|
Committee Member Retainer
|
|
$11,000 for Audit Committee member
|
|
|
$6,000 for Compensation Committee member
|
|
|
$5,000 for all other committee members
|
Effective
January 1, 2010, all Board and committee meeting fees have been eliminated.
Equity Compensation.
Each of our independent directors is eligible to receive equity awards under our 2002 Equity Incentive Plan. In
fiscal year
2009, each new independent director was eligible to receive an initial award of 6,000 restricted stock units under the 2002 Equity Incentive Plan on the date the director joins our Board.
Additionally, each re-elected independent director will receive an annual award of 6,000 restricted stock units under the 2002 Equity Incentive Plan immediately following the annual
meeting of stockholders, which is subject to pro-ration if such director has not served as a director for the full 12 months since the preceding equity award to such director. The
initial equity awards generally vest over a one-year period at a rate of 1/12th of the total shares granted at the end of each full succeeding month from the date of grant, subject
to the director's continued service on our Board. All annual equity awards generally vest over a one-year period at a rate of 1/12th of the total shares granted at the end of each
full succeeding month from the later of (i) the date of grant or (ii) the date when all outstanding equity awards and all outstanding shares issued upon exercise or conversion of any
equity awards granted to
the independent director prior to the grant of such succeeding award have fully vested, subject to the director's continued service on our Board.
Effective
December 9, 2009, each new independent director is eligible to receive an initial equity award consisting of (i) a stock option award to purchase up to 6,000
shares of our company stock and (ii) an award of 6,000 restricted stock units under the 2002 Equity Incentive Plan on the date the director joins our Board. This initial equity award generally
vests over a three-year period in 36 equal monthly installments beginning with the first monthly award date anniversary, subject to the director's continued service on our Board.
Additionally, each re-elected independent director will continue to be eligible to receive an annual award of 6,000 restricted stock units under the 2002 Equity Incentive Plan immediately
following the annual meeting of stockholders with no pro-ration for less than twelve months of board service. The annual equity awards generally vest over a one-year period in
12 equal monthly installments beginning with the first monthly award date anniversary, subject to the director's continued service on our Board.
Restricted
stock units will be settled in shares of our common stock upon the earlier of: (i) the date on which the restricted stock units are fully vested, or (ii) the
director's termination date. If either the date on which the restricted stock units are fully vested or the director's termination date is not a NASDAQ Global Market trading day during an open trading
window under our company's Statement of Policy Regarding Insider Trading as then in effect, then the restricted stock units will be settled on the first NASDAQ Global Market trading day falling within
an open trading window thereafter, but no later than March 15th of the year following the scheduled settlement date. In the event of our dissolution or liquidation or a change in control
transaction, all equity awards granted to our
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independent
directors will become fully vested prior to the consummation of the transaction at such times and on such conditions as the Compensation Committee will determine, and any equity awards
that are stock options will expire if the directors do not exercise the awards, as applicable, within three months of the consummation of the transaction. Additionally, effective December 9,
2009, all stock options granted to our independent directors will vest an additional twelve months upon the independent director's death or disability.
Our
independent directors may elect to receive a restricted stock award or restricted stock unit under our 2002 Equity Incentive Plan in lieu of payment of a portion of his or her annual
retainer based on the fair market value of our common stock on the date any annual retainer would otherwise be paid. The annual retainer consists of the director or chairperson annual retainer plus
any additional retainer paid in connection with service on any committee of our Board or paid for any other reason. A director may make an election for any dollar or percentage amount equal to at
least 25% of his or her annual retainer up to a maximum of 100%. A director must make the election in accordance with Section 409A of the Internal Revenue Code of 1986, as amended. Any amount
of the director's annual retainer that is not elected to be received as a restricted stock award or restricted stock unit is payable in cash. As of the date of this Proxy Statement, none of our
independent directors have elected to receive a restricted stock award or restricted stock unit under our 2002 Equity Incentive Plan in lieu of payment of a portion of his or her annual retainer.
Other.
We reimburse all of our directors for travel, director continuing education programs and other business expenses incurred in
connection with
their services as a member of our company's Board and Board committees, and extend coverage to them under our company's travel accident and directors' and officers' indemnity insurance policies.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee has at any time since our incorporation been one of our officers or employees. None
of our executive officers serves or in the past has served as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving on our
Board of Directors or our Compensation Committee.
Our
Compensation Committee previously engaged FWC, an independent outside compensation consultant, to provide advice and recommendations on competitive market practices and specific
compensation decisions. In 2009, FWC did not provide our company's management with any services. In February 2009, our Compensation Committee concluded the engagement of FWC and in March 2009
retained Radford as its independent outside compensation consultant to provide advice and recommendations on competitive market practices and specific compensation decisions. To date, Radford has not
provided our company's management with any services.
Our
company has engaged independent consultants and other data collection services to assist our Human Resources department with collecting and analyzing information regarding the
compensation practices of companies, including companies within our "core" peer group as described in "Compensation Discussion and Analysis" in this Proxy Statement. Some of these service providers
have met with members of our company's management and the Compensation Committee. The service providers engaged by our company have not provided specific compensation recommendations or any other
related advice or consulting services to the Compensation Committee.
Consideration of Director Nominees
Our Governance Committee identifies, evaluates and recommends individuals for nomination by our Board of Directors for election as
directors of our Board. The committee generally identifies nominees based upon recommendations by our directors and management. In addition, our Governance Committee also considers recommendations
properly submitted by our stockholders. The
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committee
may retain recruiting professionals to assist in the identification and evaluation of candidates for director nominees. In the past year, we retained Egon Zehnder International to assist us
in the search process for director nominees. This executive search firm identified Dr. Chenming Hu as a potential candidate. After reviewing Dr. Hu's qualifications and interviews with
Dr. Hu, the Governance Committee recommended him to our Board of Directors as a nominee for director.
In
selecting nominees for our Board of Directors, the Governance Committee considers candidates based on the need to satisfy the applicable rules and regulations of the Securities and
Exchange Commission and the rules of the Nasdaq Global Market, including the requirements for independent directors and an audit committee financial expert. Our Governance Committee also evaluates
candidates in accordance with its charter, assessing a number of factors, including demonstrated outstanding achievement in the prospective board member's personal career, breadth of experience,
soundness of judgment, ability to make independent, analytical inquiries, diversity of viewpoints and experience, and willingness to devote adequate time. How the Governance Committee prioritizes
these factors may change from time to time to take into account our company's requirements and trends facing our company, as well as the diversity of skills, experience and background of current and
prospective directors. The Governance Committee assesses the relevance and priority of these factors for maintaining a board of directors that can effectively fulfill its management advisory and
oversight roles as part of the annual director assessment process and in connection with director searches. The Governance Committee uses the same standards to evaluate nominees proposed by our
directors, management and stockholders and has no formal policy with respect to consideration of candidates recommended by stockholders.
Stockholders
can recommend qualified candidates for our Board of Directors by writing to our Corporate Secretary at FormFactor, Inc., 7005 Southfront Road, Livermore, California
94551. When making recommendations, a stockholder must submit recommendations for individuals that meet at least the criteria outlined above. Such recommendations should be accompanied by the
information required by our bylaws and Regulation 14A under the Securities Exchange Act of 1934, as amended, which includes evidence of the nominating stockholder's ownership of FormFactor
common stock, biographical information regarding the candidate, and the candidate's written consent to serve as a director if elected. We require that any such recommendations for inclusion in our
proxy materials for our 2011 Annual Meeting of Stockholders be made no later than December 9, 2010 to ensure adequate
time for meaningful consideration by our Governance Committee. See "Proposals for the 2011 Annual Meeting of Stockholders" for additional information regarding deadlines for submitting proposals.
Properly submitted recommendations will be forwarded to our Governance Committee for review and consideration. The Governance Committee may consider in the future whether our company should adopt a
more formal policy regarding stockholder nominations.
After
evaluating Dr. Hu and Mr. Maier, our Governance Committee recommended to our Board of Directors in accordance with its charter, and our Board approved, the nomination
of these current directors for election as Class I members to our Board at our Annual Meeting.
Corporate Codes
We have adopted a Statement of Corporate Code of Business Conduct that applies to our directors, officers and employees, and a
Statement of Financial Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer and the employees in our finance department. Our directors, officers and employees are also
subject to our Statement of Policy Regarding Insider Trading and our Statement of Policy Regarding Related Person Transactions. We provide training to our employees regarding our codes and various
company policies, which all employees are required to complete. In addition, we have adopted a Statement of Policy Regarding Corporate Code Violations (Complaints and Concerns and Whistleblowers) that
is designed to ensure that all of our directors, officers and employees observe high standards of personal and business ethics consistent with the Code
17
Table of Contents
of
Business Conduct, the Code of Ethics and our other company policies, and to provide a forum to which our directors, officers and employees may report violations or suspected violations of our
company policies without fear of harassment, retaliation or adverse employment consequences. In addition, we have adopted Governance Guidelines, which identify various corporate policies and practices
we have implemented. Our policies and governance guidelines are posted in the Investors' section on our website at
www.formfactor.com
.
Stockholder Communications with our Board
Our stockholders may communicate with our Board of Directors or any of our individual directors by submitting correspondence by mail to
our Corporate Secretary at
FormFactor, Inc., 7005 Southfront Road, Livermore, California 94551, or by e-mail at corporatesecretary@formfactor.com. Our Corporate Secretary or his designee will review such
correspondence and provide such correspondence and/or summaries thereof, as appropriate, to our Board of Directors. Our company's acceptance and forwarding of communications to our Board does not
imply that the company's directors owe or assume any fiduciary duties to persons submitting the communications. Our Corporate Secretary or his designee will handle correspondence relating to
accounting, internal controls or auditing matters in accordance with our Statement of Policy Regarding Corporate Code Violations (Complaints and Concerns and Whistleblowers), which Statement is
available in the Investors' section on our company's website at
www.formfactor.com
. Our Governance Committee will periodically review our process for
stockholders to communicate with our Board of Directors to ensure effective communications.
Board Attendance at Annual Meetings
We encourage the members of our Board of Directors to attend our annual meeting of stockholders. We do not have a formal policy
regarding attendance of annual meetings by the members of our Board. We may consider in the future whether our company should adopt a more formal policy regarding director attendance at annual
meetings. All of our directors serving at the time of our 2009 Annual Meeting of Stockholders attended that annual meeting.
18
Table of Contents
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR 2010
The second proposal is to ratify the selection of PricewaterhouseCoopers LLP as FormFactor's independent registered public
accounting firm for fiscal year 2010. The Audit Committee of our Board of Directors has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm to perform the
audit of our financial statements for fiscal year 2010, and our stockholders are being asked to ratify such selection. Representatives of PricewaterhouseCoopers LLP are expected to be present
at the Annual Meeting, will have the opportunity to make a statement at the Annual Meeting if they desire to do so and are expected to be available to respond to appropriate questions.
Ratification
by our stockholders of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not required by applicable law, our
certificate of incorporation, our bylaws or otherwise. However, our Board of Directors is submitting the selection of PricewaterhouseCoopers LLP to our stockholders for ratification as a matter
of good corporate practice. If our stockholders fail to ratify this selection, our Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, our Audit Committee
in its discretion may direct the
selection of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our company and stockholders.
Our Board of Directors recommends a vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for fiscal year 2010.
Principal Auditor Fees and Services
The following is a summary of fees for professional services rendered to our company by PricewaterhouseCoopers LLP, our
independent registered public accounting firm, related to fiscal year 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
Audit Fees
|
|
$
|
1,296,522
|
|
$
|
1,167,792
|
|
Audit-Related Fees
|
|
|
368,155
|
|
|
|
|
Tax Fees
|
|
|
232,196
|
|
|
188,897
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,896,873
|
|
$
|
1,356,689
|
|
|
|
|
|
|
|
Audit Fees.
Consists of fees billed for professional services rendered for the audit of our annual consolidated financial statements
for fiscal 2009
and 2008, the audit of the effectiveness of our internal control over financial reporting, and the review of our consolidated financial statements included in our Form 10-Q
quarterly reports for fiscal years 2009 and 2008. Audit fees also include services that are normally provided by the independent registered public accounting firm in connection with statutory and
regulatory filings or engagements for those fiscal years.
Audit-Related Fees.
Consists of fees billed for assurance and related services that are traditionally performed by the independent
registered public
accountant and are not reported under "Audit Fees." For fiscal 2009, such fees included fees for services in connection with the financial diligence related to our purchase of certain assets of
Electroglas, Inc. out of bankruptcy.
19
Table of Contents
Tax Fees.
Consists of fees billed for professional services for tax compliance, tax preparation, tax advice and tax planning. These
services consist
of assistance regarding federal, state and international tax compliance, assistance with the preparation of various tax returns, research and design tax study and international compliance.
All Other Fees.
Consists of fees for products and services other than the services reported above. There were no other fees paid to
PricewaterhouseCoopers LLP in fiscal 2009 or fiscal 2008.
Pre-Approval of Audit and Non-Audit Services of Auditor
Our Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by our
independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up
to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public
accounting firm and management are required to periodically report to our Audit Committee regarding the extent of services provided by our independent registered public accounting firm in accordance
with this pre-approval, and the fees for the services performed to date. Our Audit Committee may also pre-approve particular services on a case-by-case
basis. All of the services described above with respect to audit fees, audited-related fees and tax fees were pre-approved by our Audit Committee pursuant to its pre-approval
policy.
20
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Beneficial Ownership of our Securities
The following table presents information regarding the beneficial ownership of our common stock as of February 28, 2010
for:
-
-
each person or entity known by us to own beneficially more than 5% of our common stock;
-
-
each of our directors;
-
-
our Chief Executive Officer and the other current and former executive officers named in the summary compensation table
under "Executive Compensation and Related Information;" and
-
-
all of our directors and such officers as a group.
The
percentage of beneficial ownership for the following table is based on 49,992,319 shares of our common stock outstanding as of February 28, 2010. Beneficial ownership is
determined under the rules and regulations of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to
acquire within 60 days of February 28, 2010 through the exercise of any option, unit or other right. The percentage ownership of
the outstanding common stock, however, is based on the assumption, expressly required by the rules and regulations of the Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has exercised options, units or other rights into shares of our common stock.
To
our knowledge, except under community property laws or as otherwise noted, the persons named in the table below have sole voting and sole investment power with respect to all equity
beneficially owned. Unless otherwise indicated, each director, officer and 5% stockholder listed below maintains a mailing address of c/o FormFactor, Inc., 7005 Southfront Road, Livermore,
California 94551.
|
|
|
|
|
|
|
|
Beneficial Owner
|
|
Number of Shares
Beneficially Owned
|
|
Percentage of Shares
Beneficially Owned
|
|
PRIMECAP Management Company(1)
|
|
|
7,170,600
|
|
|
14.3
|
%
|
Vanguard Horizon FundsVanguard Capital Opportunity Fund(2)
|
|
|
5,983,300
|
|
|
12.0
|
|
Goldman Sachs Asset Management, L.P. and affiliated persons(3)
|
|
|
3,578,510
|
|
|
7.2
|
|
Putnam, LLC(4)
|
|
|
2,995,307
|
|
|
6.0
|
|
FMR LLC(5)
|
|
|
2,894,981
|
|
|
5.8
|
|
BlackRock, Inc(6)
|
|
|
2,632,970
|
|
|
5.3
|
|
Dr. Igor Y. Khandros(7)
|
|
|
1,653,927
|
|
|
3.3
|
|
Stuart L. Merkadeau(8)
|
|
|
298,748
|
|
|
*
|
|
Dr. Mario Ruscev(9)
|
|
|
118,481
|
|
|
*
|
|
Jean B. Vernet(10)
|
|
|
29,245
|
|
|
*
|
|
James A. Prestridge (11)
|
|
|
104,748
|
|
|
*
|
|
G. Carl Everett, Jr.(12)
|
|
|
77,118
|
|
|
*
|
|
Dr. Homa Bahrami(13)
|
|
|
57,013
|
|
|
*
|
|
Harvey A. Wagner(14)
|
|
|
46,410
|
|
|
*
|
|
Lothar Maier(15)
|
|
|
28,726
|
|
|
*
|
|
Dr. Chenming Hu(16)
|
|
|
666
|
|
|
*
|
|
All directors and officers as a group (9 persons)
|
|
|
761,155
|
|
|
1.5
|
%
|
-
*
-
Represents
beneficial ownership of less than 1%.
21
Table of Contents
-
(1)
-
As
reported in the Schedule 13G/A of PRIMECAP Management Company for beneficial ownership as of December 31, 2009, which was filed on
February 11, 2010 with the Securities and Exchange Commission. The address of PRIMECAP Management Company is 225 South Lake Avenue, #400, Pasadena, California 91101.
-
(2)
-
As
reported in the Schedule 13G/A of Vanguard Horizon FundsVanguard Capital Opportunity Fund for beneficial ownership as of
December 31, 2009, which was filed on February 3, 2010 with the Securities and Exchange Commission. The address of Vanguard Horizon FundsVanguard Capital Opportunity Fund is
100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
-
(3)
-
As
reported in the Schedule 13G/A of Goldman Sachs Asset Management, L.P. and affiliated persons for beneficial ownership as of
December 31, 2009, which was filed on February 12, 2010 with the Securities and Exchange Commission. The address of Goldman Sachs Asset Management, L.P. is 32 Old Slip, New York,
New York 10005.
-
(4)
-
As
reported in the Schedule 13G of Putnam LLC and affiliated persons for beneficial ownership as of December 31, 2009, which was filed
on February 12, 2010 with the Securities and Exchange Commission. The address of Putnam LLC and affiliated persons is One Post Office Square, Boston, Massachusetts 02109.
-
(5)
-
As
reported in the Schedule 13G/A of FMR LLC and affiliated persons for beneficial ownership as of December 31, 2009, which was filed
on February 16, 2010 with the Securities and Exchange Commission. The address of FMR LLC and related persons is 82 Devonshire Street, Boston, Massachusetts 02109.
-
(6)
-
As
reported in the Schedule 13G of BlackRock, Inc. for beneficial ownership as of December 31, 2009, which was filed on
January 29, 2010 with the Securities and Exchange Commission. The address of BlackRock, Inc. is 40 East 52nd Street, New York, New York 10022 .
-
(7)
-
Represents
1,111,699 shares held by The KhandrosBloch Revocable Trust, 50,000 shares held by the Susan Bloch 2009 GRAT, and 492,228 issuable
upon exercise of options that are exercisable within 60 days of February 28, 2010, all of which shares will be vested.
-
(8)
-
Represents
10,221 shares held by the Stuart L. Merkadeau and Lisa A. Merkadeau Living Trust, 4,850 shares held directly by Mr. Merkadeau and 283,677
shares issuable upon exercise of options that are exercisable within 60 days of February 28, 2010, all of which shares will be vested.
-
(9)
-
Represents
12,231 shares held directly by Dr. Ruscev and 106,250 shares issuable upon exercise of options that are exercisable within 60 days
of February 28, 2010, all of which shares will be vested.
-
(10)
-
Represents
4,245 shares held directly by Mr. Vernet, 25,000 shares issuable upon exercise of options that are exercisable within 60 days of
February 28, 2010, all of which shares will be vested.
-
(11)
-
Represents
49,748 shares held by the Prestridge Family Trust, and 55,000 shares issuable upon exercise of options that are exercisable within
60 days of February 28, 2010, all of which shares will be vested.
-
(12)
-
Represents
22,118 shares held by the Everett Family Revocable Trust, and 55,000 shares issuable upon exercise of options that are exercisable within
60 days of February 28, 2010, all of which shares will be vested.
-
(13)
-
Represents
9,000 shares held directly by Dr. Bahrami and 48,013 shares issuable upon exercise of options that are exercisable within 60 days
of February 28, 2010, all of which shares will be vested.
-
(14)
-
Represents
6,000 shares held directly by Mr. Wagner and 40,410 shares issuable upon exercise of options that are exercisable within 60 days
of February 28, 2010, all of which shares will be vested.
22
Table of Contents
-
(15)
-
Represents
6,000 shares held directly by Mr. Maier and 22,726 shares issuable upon exercise of options that are exercisable within 60 days of
February 28, 2010, all of which shares will be vested.
-
(16)
-
Represents
666 shares issuable to Dr. Hu upon exercise of options that are exercisable within 60 days of February 28, 2010, all of
which shares will be vested.
Equity Compensation Plans
The following table sets forth certain information, as of December 26, 2009, concerning securities authorized for issuance under
all equity compensation plans of our company:
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category
|
|
Number of Securities
to be issued upon
exercise of outstanding
options, warrants
and rights
|
|
Weighted-average
exercise price of outstanding
options, warrants
and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column(a))
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity Compensation plans approved by our stockholders(1)(2)
|
|
|
7,351,498
|
(3)
|
$
|
26.17
|
(4)
|
|
10,984,796
|
(5)
|
Equity compensation plans not approved by our stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
7,351,498
|
|
$
|
26.17
|
|
|
10,984,796
|
|
|
|
|
|
|
|
|
|
-
(1)
-
Includes
our 2002 Equity Incentive Plan, 2002 Employee Stock Purchase Plan, Incentive Option Plan, Management Incentive Option Plan, and the 1996 Stock
Option Plan. Since the effectiveness of our 2002 Equity Incentive Plan in connection with our initial public offering, we only grant awards under our 2002 Equity Incentive Plan.
-
(2)
-
Our
2002 Equity Incentive Plan and our 2002 Employee Stock Purchase Plan provide that on each January 1, the number of shares available for issuance
under such plans shall increase by an amount equal to 5% of our total outstanding shares as of December 31 of the prior year for the Equity Incentive Plan and 1% of our total outstanding shares
as of December 31 of the prior year for the Employee Stock Purchase Plan.
-
(3)
-
Represents
5,859,820 shares subject to outstanding options and 1,491,678 shares subject to outstanding restricted stock units. Excludes securities that may
be issued under our 2002 Employee Stock Purchase Plan.
-
(4)
-
Excludes
outstanding restricted stock units, which do not have an exercise price.
-
(5)
-
Represents
2,513,271 shares of our common stock reserved for future issuance under our 2002 Employee Stock Purchase Plan and 8,471,525 shares of our common
stock reserved for future issuance under all other equity compensation plans as of December 26, 2009.
23
Table of Contents
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees FormFactor's accounting and financial reporting processes on behalf of our Board of Directors.
FormFactor's management has primary responsibility for the preparation and integrity of our company's consolidated financial statements, for implementing systems of internal control over financial
reporting and for other financial reporting-related functions. The company's independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for performing an
independent audit of FormFactor's consolidated financial statements, expressing an opinion, based upon its audit, as to the conformity of such financial statements with generally accepted accounting
principles in the United States and attesting to the effectiveness of FormFactor's internal control over financial reporting.
In
discharging its oversight responsibility, the Audit Committee has reviewed and discussed, with our management and PricewaterhouseCoopers LLP, the audited consolidated financial
statements of FormFactor as of and for the year ended December 26, 2009, including a discussion of the quality of FormFactor's financial reporting and internal control over financial reporting,
as well as the selection, application and disclosure of critical accounting policies. In addition, the Audit Committee has reviewed and discussed the reports of FormFactor's internal audit function
and the performance of the internal audit function during fiscal year 2009.
The
Audit Committee has discussed with PricewaterhouseCoopers LLP, with and without the company's management present, the matters required to be discussed by Statement on Auditing
Standards No. 114, "The Auditor's Communication With Those Charged With Governance," which supersedes Statement on Auditing Standards No. 61 as amended, "Communication with Audit
Committees," including the judgment of PricewaterhouseCoopers LLP as to the quality of our company's financial reporting, effectiveness of internal control over financial reporting and such
other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards.
The
Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the Public Company
Accounting Oversight Board regarding the independent accountant's communications with the audit committee concerning independence, and has discussed with PricewaterhouseCoopers LLP the
independent accountant's independence.
Based
on the above-mentioned reviews and discussions, the Audit Committee has recommended to our Board of Directors that FormFactor's consolidated financial statements as of and for the
year ended December 26, 2009 be included in the company's Annual Report on Form 10-K for the year ended December 26, 2009.
Submitted
by the Audit Committee
Harvey
A. Wagner, Chairperson
G. Carl Everett, Jr.
James A. Prestridge
24
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This compensation discussion and analysis describes and analyzes FormFactor's compensation program for its named executive officers.
FormFactor's named executive officers for fiscal year 2009 include our Chief Executive Officer, Chief Financial Officer and our two other executive officers (other than the Chief Executive Officer and
the Chief Financial Officer).
Executive Summary
-
-
Executive Compensation
Philosophy.
The Compensation Committee of our Board of Directors oversees our company's executive compensation program and ensures that
our executive officers are compensated in a manner consistent with our business strategy, competitive market practice, sound corporate governance principles and shareholder interests. The core of our
executive compensation philosophy is to pay for financial and non-financial performance.
-
-
Elements of Executive
Compensation.
The three major elements of our executive compensation program for fiscal year 2009 were:
-
-
base salary targeted at approximately the median of our peer companies;
-
-
variable semi-annual performance-based cash incentive award target levels are such that target total cash
compensation is at the 75th percentile of our peer companies; and
-
-
long-term, performance-based equity incentive awards targeted between the median and 75th percentile of
our peer companies.
-
-
Fiscal Year 2009 Performance and Executive
Compensation.
During fiscal year 2009, our company experienced a challenging environment due to the continued global economic and
semiconductor industry downturn. Revenue for fiscal year 2009 was $135.3 million, down 35.6% from $210.2 million in fiscal year 2008. Net loss for fiscal year 2009 was
$155.7 million compared to a net loss for fiscal year 2008 of $80.6 million. However, in addition to delivering new technologies for our existing products in 2009, which helped us expand
our share and customer reach, we also launched our next generation DRAM and Flash memory wafer probe cards incorporating our new product architectures which we believe will enable our growth and
expansion into markets we have not fully addressed.
During
fiscal year 2009, our named executive officers did not receive any base salary increases or cash incentive awards. Long-term incentive awards were granted between the
60th and 75th percentile of our peer companies. Total compensation received by our active named executive officers for fiscal year 2009 was on average approximately 35% less compared to
total compensation received for fiscal year 2008.
-
-
Stock Ownership Guidelines
have been adopted for our executive officers
and directors.
-
-
Risk
Analysis.
Executive compensation programs are structured to avoid inappropriate risk taking by our executives and the Compensation
Committee has concluded that the risks arising from our company's employee compensation program are reasonable, in the best interest of our stockholders, and not likely to have a material adverse
effect on our company.
-
-
Perquisites.
There were no special benefits, perquisites or tax gross-ups
for our executive officers, other than the Change of Control benefits discussed below under "Executive Compensation and Related InformationChange of Control, Severance, Separation and
Indemnification Agreements."
25
Table of Contents
-
-
Independence.
The Compensation Committee's independent compensation consultant is
retained directly by the Compensation Committee and performs no other services for our company's management.
Executive
compensation decisions and other details are discussed below in this compensation discussion and analysis.
Compensation Philosophy and Framework
We are committed to a compensation philosophy that is market-competitive and ensures that our executive officers and other employees
share in our company's success. Our executive compensation plans, policies and programs are designed to achieve three primary objectives:
-
-
Attract, retain and motivate highly skilled individuals based upon their contribution to the success of our company, and
that of our stockholders,
-
-
Drive outstanding achievement of business objectives and reinforce our company's strong
pay-for-performance culture, and
-
-
Align our executive officers' interests and value creation opportunities with the long-term interests and
value creation opportunities of our stockholders.
Our compensation program is comprised of a combination of base salary, semi-annual
pay-for-performance cash incentive payments, and long-term equity grants. Each of these components is discussed in greater detail below under "Compensation
Decisions." We target our pay, both for the individual components and in the aggregate, to be competitive with the practices of our peer companies. Our strategy has been to examine peer group
compensation practices, and with an understanding of those practices, create a highly leveraged, variable compensation opportunity for our executive officers. The Compensation Committee believes this
approach best supports the pay-for-performance culture, and in turn, the creation of stockholder value. Our emphasis on variable, or at-risk, compensation ensures
that our executive officers receive target or above-target compensation only to the extent that our company's performance goals have been achieved or exceeded.
The
Compensation Committee has historically approved actual compensation levels for executive officers above and below the target pay position, based on individual and company
performance, to ensure an appropriate pay-for-performance alignment.
The Compensation Committee examines annually the compensation practices of a peer group of companies, supplemented by various survey
data, to assess the competitiveness of all elements of our executive officer compensation programs. In December 2008, with the assistance of the Compensation Committee's then independent compensation
consultant, Frederic W. Cook & Co., Inc., or FWC, completed its annual review of our peer group. Based on the Compensation Committee's review and advice of FWC, our updated "core"
peer group consisted of 22 companies for purposes of determining the competitiveness of our executive officer compensation in 2009. Similar to the "core" peer group
26
Table of Contents
used
in 2008, the 2009 peer companies were selected using the Global Industry Classification Standard codes and the objective criteria shown in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Last Completed
Fiscal Year Revenue
|
|
|
|
|
|
Employee Size as
of Last Completed
Fiscal Year-End
|
|
|
|
Industry Sector
(Global Industry
Classification
Standard Code)
|
|
Market Capitalization
|
|
|
|
Range
|
|
Median
|
|
Range
|
|
Median
|
|
Range
|
|
Median
|
|
"Core" Peer Group
|
|
|
Semiconductor
|
|
$200 million-
|
|
$554 million
|
|
$100 million-
|
|
$675 million
|
|
381-9,691
|
|
1,650
|
|
|
|
|
(45301020)/
|
|
$1.9 billion
|
|
|
|
$2.7 billion
|
|
|
|
|
|
|
|
|
|
|
Semiconductor equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45301010)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FormFactor
|
|
|
Semiconductor equipment
|
|
|
|
$210 million
|
|
|
|
$716 million
|
|
|
|
940
|
|
|
|
|
(45301010)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The companies that were a part of our "core" peer group for 2009 included:
|
|
|
|
|
|
ATMI, Inc.
|
|
FEI Company
|
|
Semitool, Inc.*
|
Brooks Automation, Inc.
|
|
Integrated Device
|
|
Silicon Laboratories Inc.
|
Cabot Microelectronics
|
|
Technology, Inc.
|
|
Teradyne, Inc.
|
|
Corporation
|
|
Intersil Corporation
|
|
Tessera Technologies, Inc.
|
Cohu, Inc.*
|
|
Lam Research Corporation
|
|
Varian Semiconductor
|
Cree, Inc.
|
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MicroSemi Corporation
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Equipment Associates, Inc.
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Cymer, Inc.
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MKS Instruments, Inc.
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Verigy Ltd.
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Emcore Corporation*
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|
Novellus Systems, Inc.
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Fairchild Semiconductor
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OmniVision Technologies, Inc.
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International, Inc.
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|
-
*
-
New
additions for 2009.
In
January 2010, the Compensation Committee, with the assistance of its current independent compensation consultant, Radford, an Aon Consulting Company, or Radford, completed its annual
review of our peer group. Based on the Compensation Committee's review and advice of Radford, our updated "core" peer group consists of 14 companies for purposes of determining the competitiveness of
our executive officer compensation in 2010. The objective criteria used in selecting our peer group remained the same but the range of revenue, market capitalization and employee size was revised to
be more reflective of our business stage and to better align our company with the "core" peer group as shown in the table below. The following companies were removed from the 2009 "core" peer group
due to revenue and market cap size when compared to our company: Cree, Fairchild Semiconductor, Integrated Device Technology, Lam Research, Novellus and Teradyne. Semitool was acquired by Applied
Materials in 2009 and also was removed from the "core" peer group.
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Market Capitalization
as of December 31, 2009
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|
Employee Size as
of Last Completed
Fiscal Year-End
|
|
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|
Industry Sector
(Global Industry
Classification
Standard Code)
|
|
Trailing 12 Months Revenue
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Range
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Median
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Range
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Median
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Range
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Median
|
|
"Core" Peer Group
|
|
|
Semiconductor
|
|
$150 million-
|
|
$353 million
|
|
$300 million-
|
|
$826.5 million
|
|
400-3,000
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1316
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|
(45301020)/
|
|
$500 million
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$2 billion
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Semiconductor equipment
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(45301010)
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FormFactor
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Semiconductor equipment
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$151 million
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$1.1 billion
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940
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(45301010)
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27
Table of Contents