NOVT Novanta Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2020, Novanta Inc. (the “Company”) announced changes to the compensation of Matthijs Glastra, the Company’s Chief Executive Officer, Robert J. Buckley, the Company’s Chief Financial Officer, Brian S. Young, the Company’s Chief Human Resources Officer, and Peter L. Chang, the Company’s Chief Accounting Officer and Corporate Controller (collectively, the “Officers”) in light of the uncertain business environment resulting from the COVID-19 pandemic. Effective May 8, 2020, each of the Officers entered into a waiver to his Employment Agreement or Severance Agreement with the Company, as applicable (collectively, the “Waivers”) pursuant to which each Officer has agreed to (i) be furloughed without pay for two (2) weeks, consisting of one week in the second quarter of 2020 and one week in the third quarter of 2020, (ii) waive his previously approved merit salary increase for 2020, and (iii) waive 100% of his Annual Bonus (as defined in each Officer’s Employment or Severance Agreement with the Company, as applicable) for 2020. These waivers will result in an aggregate amount of $1.6 million (or approximately 50%) reduction in the 2020 cash compensation, assuming bonuses were paid at target, for these Officers previously approved by the Compensation Committee of the Board of Directors in February 2020.  

Each of the Officers also declined to receive a special restricted stock unit grant awarded to substantially all of the employees of the Company in April 2020.

The foregoing description of the Waivers is qualified in its entirety by reference to the Waivers, applicable to the Company’s executive officers (not including Mr. Chang), which are filed as Exhibits 10.1, 10.2, and 10.3 hereto and are incorporated herein by reference.