DEF 14A of Enovix Corp, Apr 29, 2024

DEF 14A of Enovix Corp

Filed Apr 29, 2024 · FY20230001828318-24-000057

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS Our business and affairs are managed under the direction of the Board of Directors. The Board of Directors presently has seven members, five of whom are deemed “independent” under the SEC rules and listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors, our Board of Directors has nominated the seven director nominees listed below for election at the Annual Meeting. Each of the director nominees currently serves on the Board of Directors. The current term of all directors will expire at the Annual Meeting when their successors are elected, and the Board of Directors has nominated each of these individuals for a new one-year term that will expire at the 2025 Annual Meeting of Stockholders when their successors are elected.

  2. Director Nominees

    Director Nominees This table and the biographies below provide additional information regarding our seven director nominees. Each nominee is up for election for a one-year term expiring at the 2025 Annual Meeting of Stockholders.

  3. Director Nominees

    | Name | Position | Age | Independent (Y/N) | Director Since | | Thurman John Rodgers | Chairman | 76 | N | 2020 | | Betsy Atkins | Director | 70 | Y | 2021 | | Pegah Ebrahimi | Director | 44 | Y | 2021 | | Bernard Gutmann(1) | Director | 64 | Y | 2023 | | Joseph Malchow(1) | Director | 38 | Y | 2023 | | Gregory Reichow | Director | 54 | Y | 2021 | | Dr. Raj Talluri(2) | President, CEO and Director | 61 | N | 2023 |

  4. Director Nominees

    (1)Effective June 22, 2023, our Board of Directors appointed Bernard Gutmann and Joseph Malchow as members of our Board of Directors. (2)Effective January 18, 2023, our Board of Directors appointed Raj Talluri as President and Chief Executive Officer and a member of our Board of Directors. Thurman John Rodgers, age 76, has served as Chairman of our Board of Directors since April 2023, and previously served as our Executive Chairman from November 2022 to April 2023, as Chief Executive Officer of Rodgers Silicon Valley Acquisition Corp ("RSVAC"), a special purpose acquisition company that completed its business combination with Enovix Corporation, a Delaware corporation (“Legacy Enovix”) in July 2021, following which RSVAC changed its name to Enovix Corporation, as Chairman of the Board of Directors of Legacy Enovix from September 2020 until its merger with and into Enovix Corporation in January 2023, and as a member of Legacy Enovix’s Board of Directors from February 2012 to January 2023. Mr. Rodgers founded Cypress Semiconductor Corporation, a semiconductor company, in 1982 and served as the president, chief executive officer and as a member of its Board of Directors until April 2016. Since January 2017, Mr. Rodgers has served on the Board of Directors of Enphase Energy, Inc., and from January 2017 until January 2023, served as Chairman of the Board of Directors of FTC Solar, Inc., both of which are public companies in the energy industry. Since June 2023, Mr. Rodgers has served as Executive Chairman of Complete Solaria, a publicly-traded solar technology company, and as a member of its Board of Directors since November 2022. From May 2002 to May 2011, Mr. Rodgers served as a member of the Board of Directors of SunPower Corporation, an energy company. Mr. Rodgers is presently a member of the Board of Directors of several privately-held companies. From June 2004 through December 2012, Mr. Rodgers was a member of the board of trustees of Dartmouth College, his alma mater. He holds a B.S. in Physics and Chemistry from Dartmouth and a M.S. and Ph.D. in Electrical Engineering from Stanford University. At Stanford, Mr. Rodgers invented, developed and patented VMOS technology. We believe that Mr. Rodgers is qualified to serve on our Board of Directors based on his public company board experience, industry knowledge and expertise and skills in strategy and management. Betsy Atkins, age 70, has served as a member of our Board of Directors since July 2021 and previously served as a member of Legacy Enovix’s Board of Directors from January 2021 to January 2023. Since 1994, Ms. Atkins has served as the chief executive officer of Baja Corp, an independent venture capital firm focused on technology, renewable energy and life sciences. Ms. Atkins currently serves on the public company boards of SL Green Realty Corp., a real estate investment trust, since April 2015, Wynn Resorts Ltd., a hospitality company, since April 2018, and SolarEdge, a solar technology company, since May 2021, as well as other private companies. Ms. Atkins previously served on the boards of Cognizant Technology Solutions, an information technology services company, from 2017 to 2018, Schneider Electric, an energy company, from April 2011 to April 2019, Covetrus, Inc. and its predecessor, Vets First Choice, a pharmaceutical company, from February 2016 until September 2019, HD Supply, Inc., an industrial distributor, from September 2013 to April 2018, and SunPower Corporation, a publicly-traded energy company, from August 2005 to August 2012. Ms. Atkins received a B.A. from the University of Massachusetts. We believe that Ms. Atkins is qualified to serve on our Board of Directors based on her public company board experience and corporate governance expertise. Pegah Ebrahimi, age 44, has served as a member of our Board of Directors since November 2021 and previously served as a member of Legacy Enovix’s Board of Directors from November 2021 to January 2023. Since February 2022, Ms. Ebrahimi has served as co-founder and managing director of FPV Ventures, an investment fund focused on investing in mission driven founders. From October 2019 to January 2021, Ms. Ebrahimi served as a board advisor of Gainsight Inc., a technology company, focused on software optimizing the customer experience and improving product analytics. From January 2019 to October 2020, she served as the chief operating officer of Cisco Collaboration at Cisco Systems Inc., a publicly-traded, multinational company, focused on designing and developing networking equipment and technology. From November 2013 to January 2019, she served as chief operating officer of Global Technology Banking at Morgan Stanley & Co. LLC, a multinational investment bank and financial services company, where she previously served as chief information officer of global investment banking from December 2009 to November 2013 and vice president investment banking from July 2008 to November 2009. From 2015 to May 2018, she served as an advisory board member of Accompany, Inc., a technology company, focused on designing and developing a relationship intelligence platform. Ms. Ebrahimi received a B.S. in Economics and Mathematics from the Massachusetts Institute of Technology. We believe that Ms. Ebrahimi is qualified to serve on our Board of Directors based on her go-to-market strategic expertise and leadership experience. Bernard Gutmann, age 64, has served as a member of our Board of Directors since June 2023. Mr. Gutmann brings close to forty years of experience in the semiconductor space. Most recently he served as the Executive Vice President and Chief Financial Officer & Treasurer of ON Semiconductor, a semiconductor manufacturing company, a position he held from September 2012 to February 2021. Prior to that, from 2006 to 2012, he served in the role of Vice President, Corporate Analysis & Strategy of SCI LLC, a wholly owned subsidiary of ON Semiconductor. From 1999 to 2002, he held the position of Director, Financial Planning & Analysis of SCI LLC. In these roles, his responsibilities have included finance integration, financial reporting, restructuring, tax, treasury and financial planning and analysis. Prior to joining ON Semiconductor, Mr. Gutmann served in various financial positions with Motorola, a consumer electronics company, from 1982 to 1999, including controller of various divisions and an off-shore wafer and backend factory, finance and accounting manager, financial planning manager and financial analyst. He holds a Bachelor of Science in Management Engineering from Worcester Polytechnic Institute in Massachusetts. We believe Mr. Gutmann is qualified to serve on our Board of Directors based on his executive and leadership experience and financial expertise. Joseph Malchow, age 38, has served as a member of our Board of Directors since June 2023. Since 2013, Mr. Malchow has served as the founding partner at HNVR Technology Investment Management, a venture capital firm based in Portola Valley, California. Mr. Malchow also serves on the board of Enphase Energy, Inc., a global energy technology company, where he has helped to architect a digital transformation to advance software-defined distributed clean energy systems. From January 2021 to January 2023, Mr. Malchow served on the board of Archaea Energy Inc., a leading producer of renewable gas. From December 2020 through July 2021, he served on the board of RSVAC. Mr. Malchow also serves as a member of the board of the National Civic Arts Society in Washington, D.C. and has a wide range of technical expertise, including scaled infrastructure, software-driven businesses, data security and machine learning. Mr. Malchow holds an A.B. from Dartmouth College and a J.D. from Stanford University. We believe that Mr. Malchow is qualified to serve on our Board of Directors based on his entrepreneurial, investment and leadership experience, and technical expertise.

  5. Director Nominees

    Gregory Reichow, age 54, has served as a member of our Board of Directors since July 2021 and as a member of Legacy Enovix’s Board of Directors from November 2020 to January 2023. Since July 2016, he has served as a partner at Eclipse Ventures, LLC, a venture capital firm. From June 2013 to July 2016, Mr. Reichow served as vice president, production (manufacturing, supply chain and automation engineering), at Tesla, Inc., an electric automobile manufacturer. From April 2011 to June 2013, he served as vice president of operations, powertrain, at Tesla. From November 2003 to April 2011, Mr. Reichow served as senior vice president of operations of SunPower Corporation, an energy company. From 1993 to 2003, he served various manufacturing and quality roles at Cypress Semiconductor Corporation, a semiconductor company. Mr. Reichow received a B.S. in Mechanical & Industrial Engineering from the University of Minnesota. We believe that Mr. Reichow is qualified to serve on our Board of Directors based on his executive and leadership experience and technical expertise. Dr. Raj Talluri, age 61, has served as our President and Chief Executive Officer and as a member of our Board of Directors since January 2023. Prior to joining Enovix, Dr. Talluri was Senior Vice President and General Manager of the Mobile Business Unit at Micron Technology Inc., a publicly-traded global company, focused on creating data memory and storage solutions, from March 2018 through December 2022. Prior to Micron, from 2009 through March 2018, Dr. Talluri was at Qualcomm Inc., a publicly-traded multinational company, focused on designing and manufacturing semiconductors and wireless telecommunications products, where he served as Senior Vice President and General Manager of the Internet of Things business unit from 2015 through March 2018. Dr. Talluri began his career at Texas Instruments, a publicly-traded global company, focused on designing, manufacturing and embedding semiconductor chips, from 1993 through January 2009, first as a member of the technical staff and then successively leading product groups and business units over a 16-year tenure culminating with becoming general manager of the OMAP wireless terminals business unit. Dr. Talluri holds a Ph.D. in Electrical Engineering from the University of Texas at Austin, a Master of Engineering degree from Anna University in Madras, India, and a Bachelor of Engineering from Andhra University in Waltair, India. We believe that Dr. Talluri is qualified to serve on our Board of Directors based on his executive and leadership experience and technical expertise.

  6. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  7. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives The compensation paid or awarded to our Named Executive Officers is generally based on the assessment of each individual’s performance compared against the business objectives established for the fiscal year as well as our compensation philosophy. In the case of new hire Named Executive Officers, their compensation is primarily determined based on the negotiations of the parties as well as our compensation philosophy. In setting compensation, the Compensation Committee also considers the competitive market, as discussed further below, and seeks to recognize and reward high performers through meaningful merit adjustments and bonus and equity incentive opportunities. As in prior years, for fiscal year 2023, the material elements of our executive compensation program were base salary, a short-term cash incentive opportunity and long-term equity-based compensation in the form of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”). Consistent with our philosophy of aligning executive pay with the short-term and long-term performance of the Company, and to align the interests of management and stockholders, we structure a significant portion of our executive compensation to be variable (at risk) based on achievement of our performance measures and targets. Our Compensation Committee thoughtfully employs the primary compensation elements described below to achieve these objectives. In fiscal year 2023, our reliance on variable, at risk compensation, including annual cash incentive awards, PRSUs and RSUs, accounted for the majority of total target compensation for our Named Executive Officers. Our compensation program is designed to: •attract, incentivize, and retain employees at the executive level who contribute to our long-term success; •provide compensation packages to our executives that are fair and competitive, and that reward the achievement of our business objectives; and •effectively align our executives’ interests with those of our stockholders by focusing on long-term equity incentives that correlate with the creation of long-term value for our stockholders. Under its charter, our Compensation Committee has the right to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers. During fiscal year 2023, our Compensation Committee retained Compensia to provide it with market information, analysis, and other advice relating to executive compensation on an ongoing basis. For example, Compensia was engaged to assist with, among other things, refining our compensation peer group of companies to help us determine the appropriate level of overall compensation for our executive officers and non-employee directors, as well as to assess each separate element of executive officer and non-employee director compensation, with a goal of ensuring that the compensation we offer to our executive officers and non-employee directors is competitive, fair, and appropriately structured. Compensia does not provide any non-compensation related services to us.

  8. Guidance from Independent Compensation Consultant

    Guidance from Independent Compensation Consultant Compensia is engaged at the sole discretion of the Compensation Committee to provide executive compensation consulting services. With respect to fiscal year 2023, services Compensia provided include: •reviewing peer group compensation data, awards under our equity incentive program and the authority delegated to the CEO with respect to such awards for non-executive officers; •making recommendations to the Compensation Committee in determining performance goals in our annual incentive plan; •analyzing the relationship between our pay and performance relative to peers; •summarizing trends and tax and regulatory developments with respect to executive compensation, our compensation peer group, and our non-employee director compensation program; and •assisting with preparing this Compensation Discussion and Analysis. Compensia is retained by and reports to the Compensation Committee and, at the request of the Compensation Committee, participates in Compensation Committee meetings. Compensia did not provide any services to the Company with respect to fiscal year 2023 other than those provided to the Compensation Committee. The Compensation Committee reviewed the independence of Compensia under Nasdaq and SEC rules and concluded that the work of Compensia has not raised any conflict of interest.

  9. Factors Used in Determining Executive Compensation

    Factors Used in Determining Executive Compensation Our Compensation Committee sets the compensation of our executive officers at levels they determine to be competitive and appropriate for each Named Executive Officer, using their professional experience and judgment, input from our Chief Executive Officer (other than for himself) and the Board of Directors, and information provided by our compensation consultant. Pay decisions are not made solely by use of a formulaic approach or benchmark; the Compensation Committee believes that executive pay decisions require consideration of a multitude of relevant factors that may vary from year to year and by individual circumstance. In making executive compensation decisions, the Compensation Committee generally takes into consideration the factors listed below: •corporate performance, business needs and business impact; •each Named Executive Officer’s individual performance, experience, job function, change in position or responsibilities and expected future contributions to our Company; •internal pay equity among Named Executive Officers; •the need to attract new talent to our executive team and retain existing talent in a highly competitive industry and geographic region; •a range of market data reference points, see “Comparison to Relevant Peer Group” below for additional information; •the total compensation cost and stockholder dilution from executive compensation actions; •trends and compensation paid to similarly situated officers within our market; •recommendations of our compensation consultant; •a review of a Named Executive Officer’s total targeted and historical compensation and equity ownership; •our CEO’s recommendations (with respect to executive officers other than himself), based on his direct knowledge of the performance by each Named Executive Officer; and •evolving best practices in compensation and governance.

  10. Comparison to Relevant Peer Group

    Comparison to Relevant Peer Group To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee reviews market data for peer group companies. The Compensation Committee believes that our executive compensation peer group should reflect the markets in which the Company competes for business, executive talent and capital and selects companies based on the following peer selection criteria: •Industry: Hardware Companies with a focus on Battery Manufacturers, Automotive Manufacturers (including Automotive Retail and Parts and Equipment), Electrical Components and Equipment, Semiconductors, and Specialty Chemicals •Market Capitalization: $0.5 billion to $8.2 billion (approximately 0.25x to 4.0x the Company’s market capitalization) •Revenue: <$250.0 million for fiscal year 2022 •Business Model: battery / energy storage, research and development-intensity, in-house manufacturing •IPO Date: before 1/1/21 (to ensure available disclosure of public company pay program) •Ownership and HQ: US-Headquartered and traded on a major US exchange In selecting companies for our peer group, the Compensation Committee considers recommendations from Compensia. The Compensation Committee approved the following peer group of companies to evaluate 2023 executive compensation decisions:

  11. Comparison to Relevant Peer Group

    | Ambarella | Fisker | Rambus | | Amprius Technologies* | FuelCell Energy | SES AI | | Blink Charging Co. | Impinj | Shoals Technologies Group | | ChargePoint Holdings | Livent | SiTime | | Energy Recovery | Luminar Technologies | Solid Power | | Eos Energy Enterprises* | Navitas Semiconductor* | Wolfspeed* | | EVgo Inc. | QuantumScape | |

  12. Comparison to Relevant Peer Group

    This is the same peer group that was used for evaluating 2022 compensation decisions, except three companies were removed due to low market capitalization and four companies were added that met the peer selection criteria described above. The four peer group members that were added are marked above with an asterisk (*). We believe that the compensation practices of our 2023 peer group provided us with appropriate comparison points for evaluating the compensation of our Named Executive Officers for fiscal year 2023 because of the developmental, market and organizational characteristics we shared with the companies in our peer group. In comparing our executive compensation program to the peer group, the Compensation Committee evaluated the cash compensation of the 50th percentile of the peer group and the equity compensation of the 75th percentile of the peer group.

  13. Bonuses

    Bonuses Our management team is eligible for short-term incentive compensation through our bonus plan, the Enovix Corporation Annual Incentive Program (the “AIP”). The AIP is intended to help attract and retain our management team members, reward them based on actual business results and help create a “pay for performance” culture. Our AIP provides bonus opportunities for the achievement of performance goals, which, for our Named Executive Officers, were established by the Compensation Committee at the beginning of the fiscal year. Payouts to participants vary based on performance as compared to the target performance goals established by the Compensation Committee. The Compensation Committee also retains discretion to adjust payouts for additional factors it deems appropriate. The payouts under the AIP can be in the form of cash or equity at the Compensation Committee’s discretion. Our Named Executive Officers did not receive an increase in their target bonus opportunities for fiscal year 2023, except for Mr. Schmitt, who received an increase adjustment of 10% in the first quarter of 2023, and Dr. Talluri, who received an increase adjustment of 20%, in the second quarter of 2023. The table below sets forth the 2022 and 2023 target bonus opportunities for each of our Named Executive Officers, as applicable and adjusted for each fiscal year in accordance with their employment tenure, under the AIP:

  14. Bonuses

    | Name | Annual Target Bonus (% of Annual Base Salary) | 2022 Target Bonus Opportunities ($) | 2023 Target Bonus Opportunities ($) | | Dr. Raj Talluri(1) | 100% | $— | $519,846 | | Farhan Ahmad | 60% | — | 109,615 | | Ajay Marathe | 80% | 48,600 | 360,000 | | Arthi Chakravarthy | 60% | — | 145,385 | | Harrold Rust | 100% | 480,000 | N/A(2) | | Steffen Pietzke | 60% | 240,000 | 240,000 | | Ashok Lahiri | 60% | 195,000 | N/A(2) | | Ralph Schmitt(3) | 60% | — | 210,000 |

  15. Bonuses

    (1)Dr. Talluri’s annual target bonus percentage was adjusted from 80% to 100% in the second quarter of 2023. His target bonus opportunity was prorated in accordance with his employment tenure. (2)Messrs. Rust and Lahiri separated from the Company on February 1, 2023. Therefore, they were not eligible for any 2023 AIP bonus payout in fiscal year 2023. (3)Mr. Schmitt’s annual target bonus opportunity increased from 50% to 60% in the first quarter of 2023.

  16. 2023 AIP Pay-for-Performance Alignment

    2023 AIP Pay-for-Performance Alignment The Compensation Committee undertakes a rigorous review and analysis to establish annual corporate performance goals under the AIP, and oversees the process by which our management team members establish individual performance goals under the AIP. We refer to these corporate and individual performance goals as critical success factors (“CSFs”). Incentive compensation under the AIP is split into five eligibility periods: four quarterly and one annual. Bonus eligibility is based upon a combination of the level of achievement toward both the corporate and individual CSF goals for the applicable period. Bonus amounts under the AIP are payable in the form of cash or fully vested RSUs at the Compensation Committee’s discretion. The quarterly and annual corporate CSFs in 2023 included over 35 measures of performance, including financial, manufacturing, research and development, products, sales, operational and other metrics. Examples of annual CSF goals include revenue targets, operational efficiency, customer growth, FAT and SAT completion at our manufacturing facilities and the shipment of samples to customers. No single corporate or individual CSF carries more than 15% of the overall performance weighting. Individual CSFs are specifically tailored to the individual’s area of responsibility and oversight. Individual CSFs in 2023 included for example, budgetary and operational goals and objectives relating to sales, safety, quality, compliance and human capital management. The Corporate CSF achievement level is based on the Company’s CSF score with a minimum threshold level of achievement of 0% to a maximum of 120%. Similarly, the individual CSF achievement level is based on the individual’s CSF score, with a minimum threshold level of 0% to a maximum of 120%. The Compensation Committee assessed performance based on our achievements of the corporate CSFs and each individual’s achievement of their individual CSFs, as applicable, on a quarterly and annual basis. Considering all of these factors, the Compensation Committee determined the individual payouts to the Named Executive Officers under the AIP based on the achievement level percentages set forth in the table below. In the third quarter of 2023, because the Corporate CSF achievement percentage was zero as the minimum payout threshold was not met, no bonus payouts were considered on an individual basis. The final payout determination is at the discretion of the Compensation Committee.

  17. 2023 AIP Pay-for-Performance Alignment

    | Performance Goals | Corporate CSFs | Individual CSFs | | Q1 2023 | 115% | 79% - 115% | | Q2 2023 | 69% | 60% - 100% | | Q3 2023 | —% | —% | | Q4 2023 | 99% | 0% - 100% | | Annual 2023 | 71% | 0% - 100% |

  18. 2023 AIP Pay-for-Performance Alignment

    The table below sets forth the AIP bonus targets (as adjusted to reflect each executive’s employment tenure) and payouts to each of our Named Executive Officers based upon 2023 performance:

  19. 2023 AIP Pay-for-Performance Alignment

    | | | 2023 AIP Payout | | | | Name | 2023 AIP Target ($) | Cash ($) | RSUs ($) | Total ($) | | Dr. Raj Talluri | 519,846 | 158,280 | 170,440 | 328,719 | | Farhan Ahmad | 109,615 | 60,544 | — | 60,544 | | Ajay Marathe | 360,000 | — | 121,259 | 121,259 | | Arthi Chakravarthy | 145,385 | 62,042 | 22,249 | 84,291 | | Steffen Pietzke(1) | 240,000 | — | 43,689 | 43,689 | | Ralph Schmitt(1) | 210,000 | — | 65,642 | 65,642 |

  20. 2023 AIP Pay-for-Performance Alignment

    (1)Messrs. Pietzke and Schmitt separated from the Company on July 9 and August 11, 2023, respectively. Each officer’s AIP payout was prorated accordingly.

  21. Equity Compensation

    Equity Compensation We generally grant equity compensation to executive officers in connection with their initial employment, as well as annually to incentivize employees on a continuing basis. For retention purposes among others, additional equity compensation may be granted separately. In determining the amount of the equity compensation grants, we consider our compensation philosophy, the market data around equity packages offered to employees in comparable roles by our peer companies, the value of the outstanding equity compensation held by the executive officers, and for determination of the annual refresh equity grants only, individual performance is also considered. New Hire Grants In connection with the commencement of Dr. Talluri’s employment with the Company, in January 2023 we granted him an award of 2,000,000 RSUs with a five year vesting schedule. The award vests as to 1/5th of the total RSUs on the first anniversary of January 18, 2023, and as to 1/48th of the remaining RSUs each month thereafter, subject to his continued service with the Company at each vesting date. In connection with the commencement of Mr. Ahmad’s employment with the Company, in July 2023 we granted him an award of 202,020 RSUs with a five year vesting schedule. The award vests as to 1/5th of the total RSUs on the first anniversary of July 10, 2023, and as to 1/48th of the remaining RSUs each month thereafter, subject to his continued service with the Company at each vesting date. In connection with the commencement of Ms. Chakravarthy’s employment with the Company, in May 2023 we granted her an award of 251,601 RSUs with a five year vesting schedule. The award vests as to 1/5th of the total RSUs on the first anniversary of April 24, 2023, and as to 1/48th of the remaining RSUs each month thereafter, subject to her continued service with the Company at each vesting date. Consulting Grants In connection with Mr. Lahiri’s consulting services to the Company following his separation as our Chief Technical Officer, in March 2023 we granted him an award of 20,293 RSUs. Half of the award vested on April 30, 2023 and the remainder vested on July 31, 2023, subject to his continued service with the Company at each vesting date. In connection with Mr. Pietzke’s consulting services to the Company following his separation as our Chief Financial Officer, in June 2023 we granted him an award of 23,269 RSUs. The award vests as 1/6th of the total RSUs each month following the grant date, subject to his continued service with the Company at each vesting date. Additional Equity Grants In 2023, we also issued 65,000 and 28,652 shares to each of Messrs. Rust and Lahiri, respectively, for their cooperation in returning erroneously issued shares.

  22. Long Term Equity Incentive Program

    Long Term Equity Incentive Program In 2022, we established our Long Term Equity Incentive Program (the “LTIP”). The program is designed to align the interests of our executive officers and certain other employees with our mission and the interests of our stockholders. The 2023 equity grant amounts under the LTIP were determined based on the Compensation Committee’s assessment of individual performance as well as the compensation data from peer companies, and each award was comprised of 50% PRSUs and 50% RSUs. 2023 LTIP Grant One third (1/3) of the PRSUs are earned based upon our achievement of milestones in fiscal year 2023 and the remaining two thirds (2/3) are earned based on our achievement of milestones in fiscal year 2024. The milestones are annual product revenue goals (reported in accordance with generally accepted accounting standards in the United States in our Form 10-K for fiscal year 2023 and the upcoming fiscal year 2024) weighted at 50% in each fiscal year, and units sold goals in 2023 and in 2024 weighted at 50% in each fiscal year. The possible payout of PRSUs ranges from 0% to 200% for the product revenue milestones and 0% to 150% for the units sold milestones. For any PRSUs earned based on the achievement of fiscal year 2023 milestones, 50% of the PRSUs will be settled in shares in March 2025, and the remaining 50% of the PRSUs will be settled in shares in the first quarter of 2026. For any PRSUs earned based on the achievement of fiscal year 2024 milestones, 50% of the PRSUs will be settled in shares in March 2026, and the remaining 50% of the PRSUs will be settled in shares in the first quarter of 2027. The 2023 RSUs have a four-year vesting period with 1/48th vesting monthly. The following table discloses the total grant shares and fair value of the grants awarded under the LTIP for fiscal year 2023.

  23. Long Term Equity Incentive Program

    | | 2023 LTIP Grant | | | Name | PRSU Grant Shares (#) | RSU Grant Shares (#) | | Dr. Raj Talluri(1) | 292,343 | 292,343 | | Farhan Ahmad(1) | 101,488 | 101,488 | | Ajay Marathe(1) | 101,488 | 101,488 | | Arthi Chakravarthy(1) | 63,599 | 63,599 | | Harrold Rust | — | — | | Steffen Pietzke | 76,161 | 76,161 | | Ashok Lahiri | — | — | | Ralph Schmitt | 95,201 | 95,201 |

  24. Long Term Equity Incentive Program

    (1)The 2023 LTIP awards were granted in April 2024.

  25. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Each Named Executive Officer’s employment agreement provides for certain severance benefits if the executive’s employment is involuntarily terminated by us without "cause” or the executive resigns for “good reason,” and also provides for enhanced equity acceleration benefits if the qualifying termination of employment occurs in connection with a change of control of the Company. All such severance benefits are subject to execution and effectiveness of a release of claims and compliance with the applicable Named Executive Officer’s employment agreement, confidentiality agreements, and non-competition and non-solicitation agreements, as well as returning all Company property to us. We believe that these severance benefits are an important element of our executive compensation and retention program, which has particular importance in the context of a corporate transaction because providing change of control related severance benefits also should eliminate, or at least reduce, the reluctance of our Named Executive Officers to diligently consider and pursue potential transactions that may be in the best interests of our stockholders. We also believe that our severance benefit arrangements with our Named Executive Officers are consistent with compensation arrangements provided in a competitive market for executive talent and the events triggering payment represent appropriate hurdles for the severance benefits. We further believe that the benefits of such severance arrangements, including generally requiring a release of claims against us as a condition to receiving the severance benefits, are in our best interests. Upon a Named Executive Officer’s termination of employment, on a case-by-case basis we will also enter into a separation agreement with the Named Executive Officer providing for severance benefits in exchange for a release of claims against the Company, and we entered into separation agreements with each of Messrs. Rust, Pietzke and Lahiri in connection with the terminations of their employment in fiscal year 2023. A description of the terms and conditions of the foregoing severance benefits and separation agreements, as well as information about the estimated payments that our Named Executive Officers would have been eligible to receive as of December 31, 2023 (or for our Named Executive Officers who terminated employment in 2023, a summary of the payments they actually received), are set forth in “Potential Payments upon Termination or Change of Control” below.

  26. Summary Compensation Table

    Summary Compensation Table The following table shows information regarding the compensation earned by or paid to our Named Executive Officers during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022 (referred to as fiscal year 2023, 2022 and 2021, respectively).

  27. Summary Compensation Table

    | Name and Principal Position | Fiscal Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Dr. Raj Talluri | 2023 | 519,846 | — | 16,140,000 | — | 328,719 | 13,992 | 17,002,557 | | President and Chief Executive Officer | | | | | | | | | | Farhan Ahmad | 2023 | 182,692 | — | 3,999,996 | — | 60,544 | 5,886 | 4,249,118 | | Chief Financial Officer | | | | | | | | | | Ajay Marathe | 2023 | 450,000 | — | — | — | 121,259 | 13,949 | 585,208 | | Chief Operating Officer | 2022 | 60,577 | — | 11,628,680 | — | 38,880 | 1,650 | 11,729,787 | | Arthi Chakravarthy | 2023 | 242,308 | — | 2,749,999 | — | 84,291 | 7,830 | 3,084,428 | | Chief Legal Officer and Secretary | | | | | | | | | | Harrold Rust | 2023 | 107,377 | — | 733,777 | 9,966,500 | — | 1,258,266 | 12,065,920 | | Former President and Chief Executive Officer | 2022 | 480,000 | — | 1,664,933 | 95,217 | 188,917 | 18,011 | 2,447,077 | | | 2021 | 338,536 | 180,000 | — | 5,560,515 | — | 14,605 | 6,093,656 | | Steffen Pietzke | 2023 | 254,375 | — | 4,765,790 | 1,000,244 | 43,689 | 403,567 | 6,467,665 | | Former Chief Financial Officer | 2022 | 388,462 | — | 7,147,441 | 38,087 | 63,778 | 12,408 | 7,650,175 | | | 2021 | 224,423 | 78,750 | — | 2,871,175 | — | 8,308 | 3,182,656 | | Ashok Lahiri | 2023 | 81,250 | — | 669,178 | 2,950,513 | — | 633,434 | 4,334,375 | | Former Chief Technical Officer | 2022 | 325,000 | — | 1,109,942 | 76,003 | 81,547 | 12,665 | 1,605,157 | | | 2021 | 308,369 | 73,125 | — | 586,564 | — | 11,563 | 979,621 | | Ralph Schmitt | 2023 | 245,867 | — | 2,499,978 | — | 65,642 | 9,569 | 2,821,056 | | Former Chief Commercial Officer | | | | | | | | |

  28. Summary Compensation Table

    (1)The Company’s fiscal year generally ends on the Sunday that is closest to December 31 and contains 52 weeks, except for the years with 53 weeks. (2)The amounts reported in this column do not reflect dollar amounts actually received by the Named Executive Officers. Instead, these amounts represent the grant-date fair value of RSUs and PRSUs granted in the applicable fiscal year and the incremental fair value of RSUs and PRSUs modified in the applicable fiscal year, in each case calculated in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Stock-based Compensation (“ASC 718”). For the PRSUs, the reported amounts presented above were calculated with the estimated probable outcome of the performance vesting condition in accordance with ASC 718 at the grant date. See Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of the relevant assumption used in calculating these amounts. The following table presents the target and maximum amounts of the grant date fair value of PRSUs granted under the LTIP in fiscal year 2023.

  29. Summary Compensation Table

    | | | Grant Date Fair Value of PRSUs | | | Name | Grant Date | Target ($) | Maximum ($) | | Steffen Pietzke(i) | 4/10/2023 | 999,994 | 1,666,650 | | Ralph Schmitt(i) | 4/10/2023 | 1,249,989 | 2,083,317 |

  30. Summary Compensation Table

    (i) The PRSUs granted to Messrs. Pietzke and Schmitt were forfeited in their entirety pursuant to the terms of the PRSU grant agreement, which provide that the grantee remain employed through the award determination date (as defined in the LTIP) in order to be eligible for the award. (3)The amounts reported in this column do not reflect dollar amounts actually received by the Named Executive Officers. Instead, for fiscal year 2023, these amounts represent the incremental stock compensation expense recognized in connection with the equity award modification in accordance with the ASC 718. Our Named Executive Officers will only realize compensation to the extent trading price of our common stock is greater than the exercise price of the shares of our common stock underlying the option awards. (4)The amounts reported in this column represent the amount earned under the AIP for each fiscal year, which included the actual payout in cash or fully vested RSUs in the following year. For the 2023 AIP payments in the form of fully vested RSUs, please refer to 2023 AIP payout table in the “2023 AIP Pay-for-Performance Alignment” section of this Proxy Statement. (5)The following table summarizes the components of fiscal year 2023 total other compensation for our Named Executive Officers, including 401(k) contributions, life insurance premiums, severance, including accrued COBRA continuation coverage, pursuant to separation agreements, and fully vested RSU awards.

  31. Summary Compensation Table

    | Name | 401(k) Employer Contribution ($) | Group Term Life Insurance ($) | Severance and Other ($)(i) | 2023 Total Other Compensation ($) | | Dr. Raj Talluri | 10,565 | 3,427 | — | 13,992 | | Farhan Ahmad | 5,481 | 405 | — | 5,886 | | Ajay Marathe | 10,385 | 3,564 | — | 13,949 | | Arthi Chakravarthy | 7,269 | 561 | — | 7,830 | | Harrold Rust | 6,101 | 411 | 1,251,754 | 1,258,266 | | Steffen Pietzke | 7,742 | 669 | 395,156 | 403,567 | | Ashok Lahiri | 2,438 | 411 | 630,585 | 633,434 | | Ralph Schmitt | 7,376 | 2,193 | — | 9,569 |

  32. Summary Compensation Table

    (i) The amounts reported in this column represent the severance, bonus and COBRA continuation benefits earned pursuant to Messrs. Rust, Pietzke and Lahiri’s separation agreements of $573,154, $395,156 and $331,458, respectively. In addition, the amounts include $678,600 and $299,127, representing the value of 65,000 and 28,652 shares to each of Messrs. Rust and Lahiri, respectively, for their cooperation in returning erroneously issued shares. As previously disclosed, in the third quarter of 2023 the Company erroneously issued approximately 1.3 million shares of common stock to former executives as a result of an administrative issue that has since been corrected and all shares have been recovered.

  33. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table provides information regarding the possible payouts to our Named Executive Officers in fiscal year 2023 under the 2023 AIP, the LTIP and the equity awards received by our Named Executive Officers in fiscal year 2023 under the Enovix Corporation Equity Incentive Plan (the “2021 Plan”).

  34. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Dr. Raj Talluri | RSU(5) | 1/18/2023 | — | — | — | — | — | — | 2,000,000 | — | — | 16,140,000 | | | AIP - Cash/RSU | — | — | 519,846 | 748,578 | — | — | — | — | — | — | — | | Farhan Ahmad | RSU(5) | 7/10/2023 | — | — | — | — | — | — | 202,020 | — | — | 3,999,996 | | | AIP - Cash/RSU | — | — | 109,615 | 157,846 | — | — | — | — | — | — | — | | Ajay Marathe | AIP - Cash/RSU | — | — | 360,000 | 518,400 | — | — | — | — | — | — | — | | Arthi Chakravarthy | RSU(5) | 5/01/2023 | — | — | — | — | — | — | 251,601 | — | — | 2,749,999 | | | AIP - Cash/RSU | — | — | 145,385 | 209,354 | — | — | — | — | — | — | — | | Harrold Rust | Modified options(6) | 2/1/2023 | — | — | — | — | — | — | — | — | — | 9,966,500 | | | Modified RSU(6) | 2/1/2023 | — | — | — | — | — | — | — | — | — | 733,777 | | Steffen Pietzke | RSU(7) | 4/10/2023 | — | — | — | — | — | — | 76,161 | — | — | 999,994 | | | PRSU(7) | 4/10/2023 | — | — | — | — | 76,161 | 152,322 | 76,161 | — | — | 999,994 | | | RSU(8) | 6/28/2023 | — | — | — | — | — | — | 23,269 | — | — | 399,994 | | | Modified options(9) | 7/9/2023 | — | — | — | — | — | — | — | — | — | 925,883 | | | Modified RSU(9) | 7/9/2023 | — | — | — | — | — | — | — | — | — | 2,547,080 | | | Modified PRSU(9) | 7/9/2023 | — | — | — | — | — | — | — | — | — | 193,721 | | | Modified options(10) | 12/15/2023 | — | — | — | — | — | — | — | — | — | 74,361 |

  35. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | AIP - Cash/RSU | — | — | 240,000 | 345,600 | — | — | — | — | — | — | — | | Ashok Lahiri | Modified options(6) | 2/1/2023 | — | — | — | — | — | — | — | — | — | 2,950,513 | | | Modified RSU(6) | 2/1/2023 | — | — | — | — | — | — | — | — | — | 489,179 | | | RSU(11) | 3/1/2023 | — | — | — | — | — | — | 20,293 | — | — | 179,999 | | Ralph Schmitt | RSU(7) | 4/10/2023 | — | — | — | — | — | — | 95,201 | — | — | 1,249,989 | | | PRSU(7) | 4/10/2023 | — | — | — | — | 95,201 | 190,402 | 95,201 | — | — | 1,249,989 | | | AIP - Cash/RSU | — | — | 210,000 | 302,400 | — | — | — | — | — | — | — |

  36. 2023 Grants of Plan-Based Awards Table

    (1)Amounts reported in these columns represent the target and maximum amount of possible cash incentive opportunities, which are at the discretion of our Board of Directors or the Compensation Committee, be paid in the form of fully vested RSUs, provided to our Named Executive Officers in fiscal year 2023 under the AIP, the terms of which are summarized under “Executive Compensation—Compensation Discussion and Analysis—Principal Elements of Compensation—Bonuses” and which do not represent actual compensation earned by our Named Executive Officers for fiscal year 2023. There is no threshold amount disclosed in the table because earned amounts can go as low as zero. Target and maximum amounts were set as a percentage of each Named Executive Officer’s base salary for fiscal year 2023 and adjusted for fiscal year 2023 in accordance with their employment tenure. For the actual amounts paid to each of the Named Executive Officers, see the “Summary Compensation Table” above and the applicable footnotes. (2)Amounts reported in these columns represent PRSUs granted under the LTIP in fiscal year 2023 that will vest based on our product revenue and units sold goals with target (100%) and maximum (200%) payout, as further described under “Executive Compensation—Compensation Discussion and Analysis—Principal Elements of Compensation—Equity Compensation—Long Term Equity Incentive Program.” There is no threshold amount disclosed in the table because earned amounts can go as low as zero. (3)Represents RSUs granted. (4)Amounts reported in this column do not reflect dollar amounts actually received by the Named Executive Officers. Instead, these amounts represent the grant-date fair value of RSUs, PRSUs and stock options calculated in accordance with ASC 718. For the PRSUs, the reported amounts presented above were calculated with the estimated probable outcome of the performance vesting condition in accordance with ASC 718. See Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating these amounts. (5)These are new-hire grants. 1/5th of these RSU shares shall vest on the one-year anniversary of the vesting commencement date and the remaining shares of the RSUs shall vest in 48 equal monthly installments thereafter, subject to each individual’s continued service at each vesting date. The vesting commencement date is the same day as the grant date, except for Ms. Chakravarthy’s new hire grant, which the vesting commencement date is April 24, 2023. (6)Amounts represent incremental stock based compensation expenses related to the accelerated vesting of their equity awards and an extension of the exercise period for their options pursuant to Messrs. Rust and Lahiri’s separation agreements. (7)These RSUs and PRSUs were forfeited during fiscal year 2023 when Messrs. Pietzke and Schmitt separated from the Company. (8)These RSUs vest in six equal monthly installments on each monthly anniversary of the vesting commencement date of July 10, 2023, subject to Mr. Pietzke’s consulting service at each vesting date. (9)Amounts represent incremental stock based compensation expenses related to the accelerated vesting of equity awards pursuant to Mr. Pietzke’s separation agreement. (10)Amount represent incremental stock based compensation expenses related to an extension of the exercise period for the options pursuant to Mr. Pietzke’s consulting agreement. (11)One-half of the RSUs vested on April 30, 2023 and the remaining RSUs vested on July 31, 2023, subject to Mr. Lahiri’s continued consulting services at each vesting date.

  37. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table shows certain information regarding outstanding equity awards held by each of our Named Executive Officers as of December 31, 2023.

  38. Outstanding Equity Awards as of December 31, 2023

    | | | Option Awards(1) | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Vested | Number of Securities Underlying Unexercised Options (#) Unvested | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Dr. Raj Talluri(3) | 1/18/2023(3) | — | — | — | — | 2,000,000 | 25,040,000 | — | — | | Farhan Ahmad | 7/10/2023(3) | — | — | — | — | 202,020 | 2,529,290 | — | — | | Ajay Marathe | 11/14/2022(3) | — | — | — | — | 652,517 | 8,169,513 | — | — | | Arthi Chakravarthy | 5/1/2023(4) | — | — | — | — | 251,601 | 3,150,045 | — | — | | Harrold Rust | 12/13/2018 | 24,230 | — | 0.05 | 12/13/2027 | — | — | — | — | | | 4/20/2021 | 278,929 | — | 9.26 | 4/19/2031 | — | — | — | — | | | 4/20/2021 | 266,156 | — | 9.26 | 4/19/2031 | — | — | — | — | | | 3/18/2022 | 10,605 | — | 15.47 | 3/17/2032 | — | — | — | — | | Steffen Pietzke | 4/20/2021 | 377,154 | — | 9.26 | 4/19/2031 | — | — | — | — | | | 3/18/2022 | 4,242 | — | 15.47 | 3/17/2032 | — | — | — | — | | | 6/28/2023(5) | — | — | — | — | 3,878 | 48,553 | — | — | | Ashok Lahiri | 12/13/2018 | 21,538 | — | 0.05 | 12/13/2027 | — | — | — | — | | | 4/20/2021 | 141,376 | — | 9.26 | 4/19/2031 | — | — | — | — | | | 3/18/2022 | 8,465 | — | 15.47 | 3/17/2032 | — | — | — | — | | Ralph Schmitt | — | — | — | — | — | — | — | — | — |

  39. Outstanding Equity Awards as of December 31, 2023

    (1)Option awards granted before May 2021 were granted pursuant to our 2016 Equity Incentive Plan, as amended (the “2016 Plan”) and all other option awards were granted pursuant to the 2021 Plan. (2)The amount reported in this column represents the values of unvested RSUs as of December 31, 2023, which are based on the closing price of our common stock of $12.52 on December 29, 2023, the last trading day of fiscal year 2023. (3)1/5th of the shares of our common stock underling the RSUs shall vest on the one-year anniversary of the vesting commencement date, which is the grant date, and the remaining shares of our common stock underlying the RSUs shall vest in 48 equal monthly installments thereafter, subject to each individual’s continued service at each vesting date. (4)1/5th of the shares of our common stock underling the RSUs shall vest on the one-year anniversary of the vesting commencement date, April 24, 2023, and the remaining shares of our common stock underlying the RSUs shall vest in 48 equal monthly installments thereafter, subject to Ms. Chakravarthy’s continued service at each vesting date. (5)Shares of our common stock underlying the RSUs shall vest in six equal monthly installments, subject to Mr. Pietzke’s consulting service at each vesting date.

  40. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information on stock option exercises, RSUs and PRSUs vested for our Named Executive Officers during fiscal year 2023.

  41. Option Exercises and Stock Vested

    | | Option Awards | | RSUs/PRSUs | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Dr. Raj Talluri | — | — | — | — | | Farhan Ahmad | — | — | — | — | | Ajay Marathe | — | — | 180,483 | 2,063,892 | | Arthi Chakravarthy | — | — | — | — | | Harrold Rust | 828,748 | 9,968,415 | 154,485 | 1,412,377 | | Steffen Pietzke | 198,114 | 905,373 | 334,105 | 5,448,595 | | Ashok Lahiri | — | — | 120,157 | 1,214,097 | | Ralph Schmitt | 5,713 | 7,355 | 28,201 | 368,403 |

  42. Option Exercises and Stock Vested

    (1)The number of shares vested reported in this column excludes the AIP payout, which was granted as fully vested RSUs instead of cash. (2)The values realized upon vesting for RSUs and PRSUs are based on the closing price of our common stock on the vesting dates. If the vesting date falls on a date the stock market is closed, the realized values are based on the latest available closing price of our common stock prior to the vesting date.

  43. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Upon the termination of a named executive officer’s employment, the named executive officer is entitled to receive their base salary accrued through their last day of employment, as well as any unused vacation accrued through their last day of employment.

  44. Potential Payments Upon a Qualifying Termination of Employment

    Potential Payments Upon a Qualifying Termination of Employment

  45. Potential Payments Upon a Qualifying Termination of Employment

    | Name | Cash Severance ($)(1) | Bonus ($)(2) | Value of Accelerated Equity Awards ($)(3) | COBRA Severance($)(4) | Total ($) | | Dr. Raj Talluri | 545,000 | 545,000 | 10,015,900 | 25,161 | 11,131,061 | | Farhan Ahmad | 285,000 | 228,000 | 758,787 | — | 1,271,787 | | Ajay Marathe | 337,500 | 360,000 | 3,128,673 | 27,427 | 3,853,600 | | Arthi Chakravarthy | 262,500 | 210,000 | 944,934 | 18,871 | 1,436,305 |

  46. Potential Payments Upon a Qualifying Termination of Employment

    (1)The amounts reported in this column represent an amount equal to the number of months of the base salary as of the separation date from the Company. (2)The amounts reported in this column represent an estimate of 2023 bonus target opportunities under the AIP for our Named Executive Officers with an assumption of a full year of employment and the amounts reported in this column are before any tax withholding and standard payroll deductions. (3)The amounts reported in this column represent the estimated fair value of the accelerated vesting of the unvested RSUs pursuant to the employment agreements of our Named Executive Officers. These amounts were estimated as of December 31, 2023 based on the closing price of our common stock as of December 29, 2023 and the actual realized amount would be different from the estimate reported in this column. (4)The amounts reported in this column represent the estimated cost of the health care coverage from the separation date pursuant to the employment agreements.

  47. Potential Payments Upon a Qualifying Termination of Employment Following a Change of Control

    Potential Payments Upon a Qualifying Termination of Employment Following a Change of Control

  48. Potential Payments Upon a Qualifying Termination of Employment Following a Change of Control

    | Name | Cash Severance ($)(1) | Bonus ($)(2) | Value of Accelerated Equity Awards ($)(3) | COBRA Severance($)(4) | Total ($) | | Dr. Raj Talluri | 545,000 | 545,000 | 25,040,000 | 25,161 | 26,155,161 | | Farhan Ahmad | 285,000 | 228,000 | 1,896,968 | — | 2,409,968 | | Ajay Marathe | 337,500 | 360,000 | 6,127,135 | 27,427 | 6,852,062 | | Arthi Chakravarthy | 262,500 | 210,000 | 2,362,533 | 18,871 | 2,853,904 |

  49. Potential Payments Upon a Qualifying Termination of Employment Following a Change of Control

    (1)The amounts reported in this column represent an amount equal to the number of months of the base salary as of the separation date from the Company. Pursuant to the employment agreements of the Named Executive Officers, Mr. Rust shall receive 12 months of the base salary and the other Named Executive Officers shall receive nine months of their respective base salary. These amounts shall be paid in installments in the form of continuation of the base salary payments on the Company’s regular payroll dates, which are subject to any tax withholding and standard payroll deductions. (2)The amounts reported in this column represent an estimate of 2023 bonus target opportunities under the AIP for our Named Executive Officers with an assumption of a full year of employment and the amounts reported in this column are before any tax withholding and standard payroll deductions. (3)The amounts reported in this column represent the estimated fair value of the accelerated vesting of the unvested RSUs pursuant to the employment agreements of our Named Executive Officers. These amounts were estimated as of December 31, 2023 based on the closing price of common stock as of December 29, 2023 and the actual realized amount would be different from the estimate reported in this column. (4)The amounts reported in this column represent the estimated cost of the health care coverage from the separation date pursuant to the employment agreements.

  50. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation Our Named Executive Officers did not participate in, or earn any benefits under, any non-qualified deferred compensation plan sponsored by Enovix during fiscal year 2023. Our Board of Directors may elect to provide officers and other employees with non-qualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  51. Pension Benefits

    Pension Benefits Our Named Executive Officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by Enovix during fiscal year 2023.

  52. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the relationship of the annual total compensation of our coworkers to the annual total compensation of Dr. Talluri, our Chief Executive Officer and President during fiscal year 2023. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Given the leverage of our executive compensation program towards performance-based elements, we expect that our pay ratio disclosure will fluctuate year-to-year based on our performance against the pre-established performance goals.

  53. Pay Versus Performance

    Pay Versus Performance

  54. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the table below includes information to demonstrate the relationship between NEO compensation and certain financial performance measures for fiscal years 2021, 2022 and 2023. For additional information about our performance-based pay philosophy and how we align executive compensation with our performance, refer to the “Executive Compensation - Compensation Discussion and Analysis” section beginning on page 19.

  55. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | SCT Total for Dr. Talluri - PEO ($)(1) | Compensation Actually Paid to Dr. Talluri ($)(2) | SCT Total for Mr. Rust -Former PEO ($)(1) | Compensation Actually Paid to Mr. Rust ($)(2)(9) | Average SCT Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4)(9) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net Loss ($ in Thousands)(7) | Revenue ($ in Thousands)(8) | | 2023 | 17,002,557 | 25,902,557 | 12,065,920 | 6,141,312 | 3,590,308 | 1,541,128 | 61 | 49 | (214,132) | 7,644 | | 2022 | — | — | 2,447,077 | (18,985,675) | 5,880,518 | 743,504 | 61 | 59 | (51,622) | 6,202 | | 2021 | — | — | 6,093,656 | 42,373,070 | 2,081,139 | 16,282,851 | 134 | 113 | (125,874) | — |

  56. Pay Versus Performance Table

    (1) The amounts reported in this column are the total compensation amounts reported for each individual who served as our CEO (our principal executive officer or “PEO”), for each fiscal year in the “Total” column of the Summary Compensation Table (“SCT”). Dr. Talluri served as our PEO during a part of fiscal year 2023 and Mr. Rust served as our PEO during a part of fiscal year 2023 and all of fiscal years 2022 and 2021. Please refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” (2) The amounts reported in this column represent the “compensation actually paid” (“CAP”) to Dr. Talluri and Mr. Rust for each fiscal year when they served as our PEO, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to each PEO during such fiscal years and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). In accordance with the requirements of Item 402(v) of Regulation S-K, the following table shows the adjustments to the reported “Total” in the SCT to derive the “compensation actually paid” amount for the years presented below.

  57. Pay Versus Performance Table

    | | | 2023 | | SCT Total for Dr. Talluri - PEO | | $17,002,557 | | Less: | Reported value in SCT “Stock Awards” column | (16,140,000) | | Plus: | Year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | 25,040,000 | | Total Adjustments | | 8,900,000 | | CAP to Dr. Talluri - PEO | | $25,902,557 |

  58. Pay Versus Performance Table

    | | | 2023 | | SCT Total for Mr. Rust - Former PEO | | $12,065,920 | | Less: | Reported value in SCT “Stock Awards” column | (733,777) | | Less: | Reported value in SCT “Options Awards” column | (9,966,500) | | Plus: | Change in fair value of equity awards granted in prior fiscal years that vested in the covered year based on change from prior year-end to vesting date | (3,820,798) | | Less: | Fair value as of the prior fiscal year end of equity awards granted in prior fiscal years that failed to meet vesting conditions in the covered year | (431,308) | | Plus: | Excess fair value for equity award modifications | 9,027,775 | | Total Adjustments | | (5,924,608) | | CAP to Mr. Rust - Former PEO | | $6,141,312 |

  59. Pay Versus Performance Table

    (3) The amounts reported in this column are the average amounts reported for our NEOs as a group (excluding our PEO) in the “Total” column of the SCT for each fiscal year. For fiscal year 2023, our non-PEO NEOs included Mr. Ahmad, Mr. Marathe, Ms. Chakravarthy, Mr. Pietzke, Mr. Lahiri and Mr. Schmitt. For fiscal year 2022, our non-PEO NEOs included Mr. Pietzke, Mr. Marathe, Mr. Hejlek and Mr. Lahiri. For fiscal year 2021, our non-PEO NEOs included Mr. Pietzke and Mr. Lahiri. (4) The amounts reported in this column represent the average amount of the CAP to our non-PEO NEOs for fiscal years 2021, 2022 and 2023, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to our non-PEO NEOs during such fiscal years and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). In accordance with the requirements of Item 402(v) of Regulation S-K, the following table shows the adjustments to the average reported “Total” in the SCT to derive the average amount of CAP for the years presented below.

  60. Pay Versus Performance Table

    | | | 2023 | | SCT Average Total for Non-PEO NEOs | | $3,590,308 | | Less: | Reported value in SCT “Stock Awards” column | (2,447,490) | | Less: | Reported value in SCT “Options Awards” column | (658,460) | | Plus: | Year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | 954,648 | | Plus: | Year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | 9,534 | | Plus: | Vesting date fair value of equity awards granted and vested in the covered year | 213,366 | | Plus: | Change in fair value of equity awards granted in prior fiscal years that vested in the covered year based on change from prior year-end to vesting date | 38,699 | | Less: | Fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | (686,453) | | Plus: | Excess fair value for equity award modifications | 526,976 | | Total Adjustments | | (2,049,180) | | Average CAP to Non-PEO NEOs | | $1,541,128 |

  61. Pay Versus Performance Table

    (5) Our total shareholder return (“TSR”) represents the cumulative value of $100 as of end of each fiscal year presented if such amount were invested in our common stock at the market close on July 14, 2021 (the date of our common stock began trading on the Nasdaq Global Select Market under the symbol “ENVX”). (6) The amounts reported in this column represent the weighted cumulative value of the peer group’s TSR for each period reported. The peer group used for this purpose is the same peer group used in the review of our executive compensation, as disclosed under Executive Compensation Discussion and Analysis. Please refer to “Compensation Discussion and Analysis—How We Make Executive Compensation Decisions” for the names of the peer companies. In our proxy statement last year, the peer group used was the Russell 2000 Index. (7) The amounts reported in this column represent the net loss reported in our Annual Report on the Form 10-K for the applicable fiscal year. (8) While we use a number of financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we determined that revenue is the key financial performance measure used by us to link compensation actually paid to our NEOs to our performance. The amounts reported in this column represent the revenue reported in our Annual Report on the Form 10-K for the applicable fiscal year. (9) The fair values of RSUs, PRSUs, and stock options included in the CAP to our PEOs and the average CAP to our Non-PEO NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for the year ended December 31, 2023. Any changes to the RSU and PRSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates and updated performance metric projections (for PRSUs). There were no PRSUs outstanding as of December 31, 2023. Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, implied volatility of our stock over the updated expected option term, and risk-free rate assumptions. For all years presented, the meaningful increases or decreases in the year-end stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price.

  62. Most Important Financial Performance Measures to Determine 2023 Compensation Actually Paid

    Most Important Financial Performance Measures to Determine 2023 Compensation Actually Paid The table below lists our most important financial performance measures used to link "Compensation Actually Paid" for our NEOs for fiscal year 2023 to our performance. These measures are used to determine the AIP payouts and the vesting criteria for PRSUs for the NEOs. The financial performance measures included in the following table are not ranked by relative importance.

  63. Most Important Financial Performance Measures to Determine 2023 Compensation Actually Paid

    | Performance Matrix | | Revenue | | Operating expenses | | Capital expenditures |

  64. Pay Versus Performance Relationship

    Pay Versus Performance Relationship The graphs below reflect the relationship between the CAP to PEO and average CAP to non-PEO NEOs to our revenue, our net loss and our TSR for fiscal years 2021, 2022 and 2023.

  65. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  66. Director Compensation Policy

    Director Compensation Policy Each non-employee director is eligible to receive compensation for their service consisting of annual cash retainers and equity awards pursuant to our non-employee director compensation policy. Our initial non-employee director compensation policy (the “Initial Director Compensation Policy”) was adopted in 2021 and was in effect for the first half of fiscal year 2023. Under our Initial Director Compensation Policy, each non-employee director was eligible to receive an annual cash retainer of $45,000 for serving on our Board of Directors. The chairperson of the Board of Directors was eligible to receive an additional annual cash retainer of $25,000, and any Lead Independent Director received an additional $15,000 annual cash retainer. The chairpersons and members of the three committees of our Board of Directors were entitled to the following additional annual cash retainers under our Initial Director Compensation Policy in the first and second quarters of 2023:

  67. Director Compensation Policy

    | Board of Directors Committee | Chairperson Fee ($) | Member Fee ($) | | Audit Committee | 15,000 | 7,500 | | Compensation Committee | 10,000 | 5,000 | | Nominating and Corporate Governance Committee | 10,000 | 5,000 |

  68. Director Compensation Policy

    In May 2023, our Compensation Committee engaged Compensia, an independent compensation consultant, to review the Initial Director Compensation Policy and provide guidance to the Compensation Committee. Based on that review the Compensation Committee determined that in order to attract and retain highly qualified directors, the compensation of the non-employee directors should be updated to be more competitive. As a result, the Compensation Committee and Board of Directors approved an amended and restated non-employee director compensation policy (the “Amended Director Compensation Policy”) on August 4, 2023, which was in effect for the third and fourth quarters of 2023. Under our Amended Director Compensation Policy, each non-employee director receives an annual cash retainer of $50,000, The chairperson and lead independent director receive an additional $47,000 and $25,000, respectively, for serving in such roles on our Board of Directors. The chairpersons and members of the three committees of the Board of Directors are also entitled to the following additional annual cash retainers under the Amended Director Compensation Policy:

  69. Director Compensation Policy

    | Board of Directors Committee | Chairperson Fee ($) | Member Fee ($) | | Audit Committee | 22,000 | 10,000 | | Compensation Committee | 15,000 | 7,500 | | Nominating and Corporate Governance Committee | 10,000 | 5,000 |

  70. Director Compensation Policy

    All annual cash compensation amounts are payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, prorated based on the days served in the applicable fiscal quarter. Initial Equity Awards Each non-employee director upon appointment to our Board of Directors will automatically receive an initial equity award in the form of RSUs with a grant-date value equal to $275,000, which is calculated based on the Fair Market Value (as defined in our 2021 Plan) of the underlying common stock on the date of grant (the “Initial RSU awards”). The Initial RSU awards vest quarterly over three years, subject to continuous service through the applicable vesting date. No changes were made to the terms or amount of the Initial RSU awards under the Amended Director Compensation Policy. Annual Equity Awards Under the Initial Director Compensation Policy, on the date of the 2023 annual meeting of stockholders, each continuing non-employee director received an annual equity award in the form of RSUs with a grant-date value equal to $100,000, which is calculated based on the Fair Market Value (as defined in our 2021 Plan) of the underlying common stock on the date of grant (the “Annual RSU awards”). For a non-employee director who is appointed after the date of the annual meeting, the Annual RSU award shall be prorated based on the number of days from the date of appointment until the next annual meeting of stockholders. Accordingly, two of our directors appointed after the 2023 annual meeting received a prorated Annual RSU award. The Annual RSU awards vest on the earlier of (i) the date of the following annual meeting of stockholders (or the date immediately prior to the next annual meeting of stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) or (ii) the one-year anniversary of the date of grant, subject to continuous service through the applicable vesting date. Under the Amended Director Compensation Policy, each continuing non-employee director receives an Annual RSU award with a grant-date value equal to $195,000, on terms otherwise identical to the Annual RSU award under the Initial Policy. Vesting Acceleration In the event of a Change of Control (as defined in our 2021 Plan), any unvested portion of an outstanding equity award granted under the Initial Director Compensation Policy or Amended Director Compensation Policy will fully vest immediately prior to the closing of such Change of Control, subject to the non-employee director’s continuous service with us on the effective date of the Change of Control. Expenses We reimburse our non-employee directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in meetings of the Board of Directors and its committees. We also reimburse our non-employee directors for other reasonable expenses related to Board of Directors service, such as director education.

  71. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding the compensation earned by or paid to non-employee directors during fiscal year 2023. As an executive officer and director, neither Dr. Talluri (our current President and CEO) nor Mr. Rust (our former President and CEO until his retirement in January 2023), received any additional compensation for their service as a member of our Board of Directors and therefore have not been included in this table. The compensation of Dr. Talluri and Mr. Rust is set forth above under “Executive Compensation - Summary Compensation Table.”

  72. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Thurman John Rodgers | $83,500 | $99,990 | $183,490 | | Betsy Atkins | 63,750 | 99,990 | 163,740 | | Pegah Ebrahimi | 61,250 | 99,990 | 161,240 | | Bernard Gutmann(3) | 33,000 | 374,978 | 407,978 | | Joseph Malchow(4) | 33,750 | 374,978 | 408,728 | | Gregory Reichow(5) | 67,882 | 99,990 | 167,872 | | Emmanuel Hernandez(6) | 48,000 | 99,990 | 147,990 | | John D. McCranie(7) | 3,425 | — | 3,425 |

  73. Director Compensation Table

    (1)The amounts reported in this column represent the annual cash retainer fees paid during fiscal year 2023, prorated as indicated in the footnotes below, and in accordance with the Initial Director Compensation Policy for the first and second quarters of fiscal year 2023, and pursuant to the Amended Director Compensation Policy for the third and fourth quarters of fiscal year 2023. (2)The amounts reported in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant-date fair value of equity awards granted to each non-employee director during fiscal year 2023, computed in accordance with the ASC Topic 718, Stock-based Compensation. For fiscal year 2023, the assumptions used in calculating the grant-date fair value of the equity awards reported in this column are set forth in Note 2 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. On June 15, 2023, each non-employee director serving at that time was granted an Annual RSU award of 7,336 RSUs and on June 22, 2023, with the exception of Messrs. Gutmann and Malchow, who each received a prorated Annual RSU award of 7,251 RSUs. Messrs. Gutmann and Malchow were also each granted an Initial RSU award of 19,941 RSUs upon their appointment to the Board of Directors. Each of the Annual RSU awards and Initial RSU awards were granted in accordance with our Initial Director Compensation Policy. (3)Mr. Gutmann was appointed to the Board of Directors as of June 22, 2023 and as a member of the Audit Committee. Mr. Gutmann was appointed Chairperson of the Audit Committee, effective October 1, 2023. Mr. Gutmann’s fees were prorated under the applicable policy for his dates of service as a member of the Board of Directors and Audit Committee, and as Chairperson of the Audit Committee. (4)Mr. Malchow was appointed to the Board of Directors as of June 22, 2023 and as a member of the Compensation Committee and Nominating and Corporate Governance Committee, and was appointed to the Audit Committee as of October 1, 2023. Mr. Malchow’s fees for service on the Board of Directors and the aforementioned committees were prorated accordingly under the applicable policy. (5)Mr. Reichow was appointed as Chairperson of the Compensation Committee upon Mr. McCranie’s resignation from the Board of Directors, effective January 23, 2023, and his compensation was prorated accordingly in the first quarter of fiscal year 2023. (6)Mr. Hernandez resigned from the Board of Directors effective October 1, 2023 and his fees for service on the Board of Directors and as Chairperson of the Audit Committee were prorated accordingly in the third quarter of fiscal year 2023. (7)Mr. McCranie resigned as a member of the Board of Directors, effective January 23, 2023, and his fees for service on the Board of Directors, as a member of the Audit Committee and as Chairperson of the Compensation Committee were prorated accordingly. The following table indicates the number of outstanding stock options and unvested RSU awards held by each non-employee director as of December 31, 2023:

  74. Director Compensation Table

    | Name | RSUs(1) | Number of Shares Underlying Stock Options | | Thurman John Rodgers | 3,668 | — | | Betsy Atkins | 3,668 | 51,691 | | Pegah Ebrahimi | 6,619 | — | | Bernard Gutmann | 20,243 | — | | Joseph Malchow | 20,243 | — | | Gregory Reichow | 3,668 | — | | Emmanuel Hernandez | — | — | | John D. McCranie | — | — |

  75. Director Compensation Table

    (1) Each unit granted pursuant to an RSU award represents a contingent right to receive one share of our common stock for each unit that vests.

  76. Equity Awards to Directors and Executive Officers

    Equity Awards to Directors and Executive Officers We have granted equity awards to certain of our directors and executive officers pursuant to the applicable Employment Agreement and/or Separation Agreement with each such current and former executive officers and under our Initial and Amended Director Compensation Policies. For more information regarding the stock options and stock awards granted to our non-employee directors and Named Executive Officers, see the sections titled “Director Compensation” and “Executive Compensation.”