Business Context and Reporting Period
Company: Onto Innovation Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 19, 2025
Reporting Period: Event-specific (Adoption of new compensation plan)
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and compensation plan adoption.
Material Changes
On November 19, 2025, the Company adopted the Onto Innovation Nonqualified Deferred Compensation Plan, effective January 1, 2026. Key features include:
- Eligibility: Limited to designated employees and non-employee directors; all executive officers are initially eligible.
- Deferral Limits: Employees may defer up to 75% of annual base salary and 100% of annual bonus, performance share units, and restricted stock units. Non-employee directors may defer up to 100% of retainers, meeting fees, and restricted stock units.
- Vesting: Participant contributions are fully vested at all times. Company contributions, if made at the Company's discretion, also vest immediately.
- Distributions: Made in lump sums or annual installments over 2 to 5 years upon election, or 2 to 10 years following separation from service.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future performance. The Plan is intended to comply with Section 409A of the Internal Revenue Code. The description of the Plan is qualified by reference to the full text of the Plan and Adoption Agreement included as Exhibits 10.1 and 10.2.
Investor Verification Checklist
- Review Exhibit 10.1 (Onto Innovation Nonqualified Deferred Compensation Plan) for complete terms and conditions.
- Review Exhibit 10.2 (Adoption Agreement) for specific governance details.
- Verify the effective date of January 1, 2026, for the commencement of the Plan.
- Confirm the specific investment options designated by the Company for hypothetical earnings calculations.