Business Context and Reporting Period
This Form 8-K Current Report was filed by Onto Innovation Inc. on June 11, 2025. The filing discloses the appointment of a new Chief Financial Officer (CFO) and details the terms of the associated employment agreement.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
Material Changes
The primary material change reported is the appointment of Brian Roberts as Chief Financial Officer, effective June 16, 2025. Mr. Roberts will serve as the Company's principal financial officer and principal accounting officer.
Management Commentary, Risks, and Unusual Items
Employment Agreement Terms:
- Base Salary: $525,000 annualized.
- Cash Bonus: Target of 80% of base salary. Eligible for a full-year bonus for the fiscal year ending January 3, 2026, without proration.
- Equity Grant: One-time grant of time-based restricted stock units (RSUs) valued at $2,200,000 at grant, vesting ratably over three years.
- Signing Bonus: $250,000 cash, subject to clawback (100% if leaving within 12 months; 50% if leaving between 12 and 24 months).
- Future Equity: Eligibility for annual equity grants starting in 2026 (50% time-based RSUs, 50% performance-based RSUs).
- Term: Initial term through September 2, 2026, with automatic one-year renewals unless notice is provided 90 days prior.
Severance Provisions:
- Termination without Cause/Good Reason (Standard): 1x base salary paid over 12 months, pro-rated bonus, and accelerated vesting of equity that would have vested in the following 12 months.
- Termination without Cause/Good Reason (Change in Control): 1x base salary + 1x target bonus (both paid over 12 months), accelerated vesting of all outstanding equity awards (performance-based at target), and pro-rated bonus.
- Benefits: COBRA coverage for up to 12 months upon termination.
Covenants: Mr. Roberts is subject to non-competition and non-solicitation covenants during employment and for 12 months thereafter (extended to 24 months for non-competition in cases of fiduciary breach or misappropriation of information).
Investor Verification Checklist
- Verify the exact vesting schedule and performance metrics for the 2026 annual equity grant.
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "Cause," "Good Reason," and "Change in Control Event."
- Confirm the impact of the $250,000 signing bonus and $2.2 million equity grant on the company's immediate and future compensation expense.
- Assess the potential cash outflow implications of the severance provisions, particularly the "Change in Control" scenario which includes full acceleration of equity.