DEF 14A of Enovix Corp, Apr 24, 2025

DEF 14A of Enovix Corp

Filed Apr 24, 2025 · FY20240001828318-25-000131

Open on EDGAR

  1. Raj Talluri

    | Pay Ratio Disclosure | 39 | | Pay Versus Performance | 40 | | Items to Be Voted On | 45 | | Proposal No. 1 - Election of Directors | 45 | | Proposal No. 2 - Advisory Vote to Approve the Compensation of Named Executive Officers | 46 | | Proposal No. 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm | 47 | | Security Ownership | 50 | | Report of the Audit Committee | 52 | | Certain Relationships and Related Party Transactions | 53 | | General Information - Annual Meeting and Voting | 56 | | Other Information | 63 | | Equity Compensation Plan Information | 63 | | Delinquent Section 16(a) Reports | 63 | | 2024 Annual Report | 64 | | Other Matters | 64 |

  2. Director Biographies

    Director Biographies Biographical and other information for our directors is provided below.

  3. Director Biographies

    | | | THURMAN JOHN RODGERS has served as Chairman of our Board of Directors since July 2021 and previously served as Chief Executive Officer and Chairman of the Board of Rodgers Silicon Valley Acquisition Corp. (RSVAC), our predecessor entity, from September 2020 to July 2021, as Chairman of Legacy Enovix’s Board from July 2021 to January 2023, and as a member of Legacy Enovix’s Board of Directors from February 2012 to July 2021 (with Legacy Enovix referring to Enovix Operations, Inc. as of July 2021, and Enovix Corporation prior to that). Mr. Rodgers founded Cypress Semiconductor Corporation in 1982 and served as the President, Chief Executive Officer and as a member of its Board of Directors until April 2017. Mr. Rodgers currently serves as the Chief Executive Officer of Complete Solaria, Inc., since April 2024, and on the Board of Directors of Enphase Energy, Inc., since January 2017. From January 2017 until January 2023, Mr. Rodgers served as Chairman of the Board of Directors of FTC Solar, Inc., a solar technology company. Since June 2023, Mr. Rodgers has served as Executive Chairman of Complete Solaria, a 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. 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. Mr. Rodgers brings 35 years of public company CEO experience to the Board, as well as his skills in strategic leadership and management, and as a director of both private and public companies. | | | Thurman John Rodgers Chairman Age: 77 Director Since: 2020 | |

  4. Director Biographies

    | Enovix Corporation | 2 | 2025 Proxy Statement |

  5. Director Biographies

    | | | BETSY ATKINS 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 (with Legacy Enovix referring to Enovix Operations, Inc. as of July 2021, and Enovix Corporation prior to that). 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 is a highly acclaimed public company director and author and currently serves on the public company boards of Rackspace Technology, a technology solutions company, SolarEdge, a clean energy solutions company and Wynn Resorts Ltd., a hospitality company, as well as other private companies. Ms. Atkins previously served on the boards of SL Green Realty Corp., a real estate investment trust, from 2015 to 2024, Cognizant Technology Solutions, an information technology services company, from 2017 to 2018, Schneider Electric, an energy company, from 2011 to 2019, Covetrus, Inc. and its predecessor, Vets First Choice, a pharmaceutical company, from 2016 to 2019, HD Supply, Inc., an industrial distributor, from 2013 to 2018, and SunPower Corporation, a publicly-traded energy company, from 2005 to 2012. Ms. Atkins received a B.A. from the University of Massachusetts. Ms. Atkins brings decades of public company CEO experience to the Board, as well as her skills as a director of public and private companies, and corporate governance expertise. | | | Betsy Atkins Director Age: 71 Director Since: 2021 | |

  6. Director Biographies

    | | | PEGAH EBRAHIMI 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 Partner 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. Ms. Ebrahimi brings financial and capital markets expertise, as well as strategic executive leadership experience to the Board. | | | Pegah Ebrahimi Director Age: 45 Director Since: 2021 | |

  7. Director Biographies

    | Enovix Corporation | 3 | 2025 Proxy Statement |

  8. Director Biographies

    | | | BERNARD GUTMANN 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. Mr. Gutmann holds a Bachelor of Science in Management Engineering from Worcester Polytechnic Institute in Massachusetts. Mr. Gutmann brings financial expertise, as well as both executive and leadership experience to the Board. | | | Bernard Gutmann Director Age: 65 Director Since: 2023 | |

  9. Director Biographies

    | | | JOSEPH MALCHOW 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 energy, until its acquisition by BP. 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 and computer security and artificial intelligence. Mr. Malchow holds an A.B. from Dartmouth College and a J.D. from Stanford University. Mr. Malchow brings entrepreneurial, investment and leadership experience to the Board, as well as his technical and financial expertise. | | | Joseph Malchow Director Age: 39 Director Since: 2023 | |

  10. Director Biographies

    | Enovix Corporation | 4 | 2025 Proxy Statement |

  11. Director Biographies

    | | | GREGORY REICHOW 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 (with Legacy Enovix referring to Enovix Operations, Inc. as of July 2021, and Enovix Corporation prior to that). 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. Mr. Reichow brings manufacturing expertise, as well as executive and leadership experience to the Board. | | | Gregory Reichow Director Age: 55 Director Since: 2021 | |

  12. Director Biographies

    | | | DR. RAJ TALLURI 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. Dr. Talluri brings executive and leadership experience to the Board, as well as his technical expertise. | | | Dr. Raj Talluri President and Chief Executive Officer Age: 62 Director Since: 2023 | |

  13. Director Biographies

    | Enovix Corporation | 5 | 2025 Proxy Statement |

  14. 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. Under our Director Compensation Policy, amended in August 2023, 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 our Director Compensation Policy:

  15. 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 |

  16. 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.

  17. 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 2024. As an executive officer and director, Dr. Talluri (our President and CEO) did not receive any additional compensation for his service as a member of our Board of Directors and therefore have not been included in this table. The compensation of Dr. Talluri is set forth above under “Executive Compensation Tables - 2024 Summary Compensation Table.”

  18. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Thurman John Rodgers | 97,000 | 195,000 | 292,000 | | Betsy Atkins | 67,500 | 195,000 | 262,500 | | Pegah Ebrahimi | 65,000 | 195,000 | 260,000 | | Bernard Gutmann | 72,000 | 195,000 | 267,000 | | Joseph Malchow | 72,500 | 195,000 | 267,500 | | Gregory Reichow | 70,000 | 195,000 | 265,000 |

  19. Director Compensation Table

    1.The amounts reported in this column represent the annual cash retainer fees paid during fiscal year 2024 in accordance with our Director Compensation Policy. 2.The reported amounts reflect the aggregate grant-date fair value of equity awards granted to each non-employee director during fiscal year 2024, computed in accordance with the ASC Topic 718, Stock-based Compensation. For fiscal year 2024, 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 29, 2024. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. On June 13, 2024, each non-employee director serving was granted an Annual RSU award of 15,128 RSUs in accordance with our Director Compensation Policy. The following table indicates the number of outstanding stock options and unvested RSU awards held by each non-employee director as of December 29, 2024:

  20. Director Compensation Table

    | Name | RSUs(1) | Number of Shares Underlying Stock Options | | Thurman John Rodgers | 7,564 | — | | Betsy Atkins | 7,564 | 51,691 | | Pegah Ebrahimi | 7,564 | — | | Bernard Gutmann | 17,535 | — | | Joseph Malchow | 17,535 | — | | Gregory Reichow | 7,564 | — |

  21. 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.

  22. Director Compensation Table

    | Enovix Corporation | 13 | 2025 Proxy Statement |

  23. Director Compensation Table

    Company Profile Enovix Mission Enovix is on a mission to deliver high-performance batteries that unlock the full potential of technology products. We do this by designing, developing, manufacturing, and commercializing next generation Lithium-ion, or Li-ion, battery cells that significantly increase the amount of energy density and storage capacity relative to conventional battery cells. Our battery’s mechanical design, or “architecture,” allows us to use high performance chemistries while enabling safety and charge time advantages. Enhanced batteries for the mobile, IoT and defense sectors enable the development of devices that can accommodate user preferences for more advanced features and a slimmer design. Electric Vehicles (“EVs”) that use advanced batteries charge faster with lower system costs, allowing consumers to drive longer without having to stop to charge. Enovix was established in 2006 based on the fundamental premise that improving battery performance would require a reinvention of the battery’s architecture. Our architecture allows us to use 100% active silicon and no graphite in the battery’s anode, which is the negative electrode that stores lithium ions when a battery is charged. The advantage of silicon over graphite is that a battery can theoretically store more than twice as much lithium as graphite, which increases a battery’s energy density and overall capacity. The battery industry has historically struggled to incorporate more than a small amount of silicon in the anode because silicon can swell and crack in conventional architectures, impacting safety and performance. By contrast, our architecture is designed to accommodate silicon’s swelling and apply stack pressure that alleviates the cracking problem. Our corporate functions, and certain sales, operations and engineering activities, are located at our U.S. headquarters, while our manufacturing and research and development activities are conducted primarily in Malaysia, Korea and India. Our People Our people are our greatest asset. We employ approximately 570 full-time employees. Of that number, approximately 18% are located in the United States, and 82% in Asia Pacific, which includes South Korea, Malaysia, India and China. Our team at Enovix is comprised of a diverse group of dedicated technicians, engineers, scientists, and business professionals who are all driven to create a better, low-carbon world through innovation in energy storage. We could not be where we are today without the dedication of our workforce. We prioritize pathways for career development, employee feedback, and competitive compensation and benefits packages. Our benefits program includes an employee stock purchase plan, paid time off, team building events and talent development opportunities. The program is designed to ensure we continue to motivate, strengthen and empower our workforce. Building a company where everyone feels that they belong is a priority at Enovix. We strive to live up to our Core Values every day: integrity, respect, innovation, resilience, excellence and customer focus. Employees carry these Core Values with them on their access badge. Our Core Values are reinforced in new hire training, employee engagement activities and everyday interactions.

  24. Director Compensation Table

    | Enovix Corporation | 16 | 2025 Proxy Statement |

  25. Director Compensation Table

    Executive Officers Our executive officers as of April 24, 2025 are as follows:

  26. Director Compensation Table

    | Name | Age | Position | | Dr. Raj Talluri | 62 | President and Chief Executive Officer | | Ryan Benton (1) | 54 | Chief Financial Officer | | Ajay Marathe | 63 | Chief Operating Officer | | Arthi Chakravarthy | 46 | Chief Legal Officer and Head of Corporate Development |

  27. Director Compensation Table

    1.Mr. Benton’s employment with the Company commenced on April 14, 2025. Biographical information for Dr. Talluri is included above under the section titled “Director Nominees.”

  28. Director Compensation Table

    | | | RYAN BENTON has served as our Chief Financial Officer since April 14, 2025. Previous Experience •Prior to Enovix, Mr. Benton served as Chief Financial Officer of Silvaco, Inc., a provider of software solutions for semiconductor and photonics design, from August 2023 to April 2025. •From July 2020 to August 2023, he served as Chief Financial Officer and a member of the board of directors of Tempo Automation, an electronics manufacturer. •From September 2018 to July 2020, Mr. Benton served as Chief Financial Officer of Revasum, a semiconductor capital equipment company. •From December 2012 to May 2017, he held multiple positions at Exar Corporation, a fabless semiconductor chip manufacturer. Mr. Benton received a Bachelor of Arts of Business Administration in Accounting from the University of Texas at Austin and passed the State of Texas Certified Public Accountancy exam. He has served on several public company boards, including as independent director and audit committee chair. | | | Ryan Benton Chief Financial Officer Age: 54 Executive Officer Since: 2025 | |

  29. Director Compensation Table

    | Enovix Corporation | 17 | 2025 Proxy Statement |

  30. Director Compensation Table

    | | | AJAY MARATHE has served as our Chief Operating Officer since November 2022. Previous Experience •From October 2021 to August 2022, he served as Senior Vice President, Operations, at Western Digital, a digital storage solutions company. •From November 2011 to October 2021, he served as Chief Operating Officer at Lumileds, a global lighting company. •From October 2009 to November 2011, he served as Senior Vice President, Operations at Solaria Corporation, a solar module manufacturer. •From April 1984 to 2007, he held various roles at AMD, a multinational semiconductor company. Mr. Marathe received a Bachelor of Engineering in production engineering from Veermata Jijabai Technological Institute, University of Bombay, India and an M.S. in industrial engineering/operations research from Texas Tech University. | | | Ajay Marathe Chief Operating Officer Age: 63 Executive Officer Since: 2022 | |

  31. Director Compensation Table

    | | | ARTHI CHAKRAVARTHY has served as our Chief Legal Officer since April 2023. Since 2009, she has served as a Board Member of Hospital for Hope India, a non-profit hospital in rural India she co-founded. Previous Experience •Prior to Enovix, Ms. Chakravarthy was the General Counsel of Lighting eMotors, a zero emissions commercial vehicle manufacturing company. •From March 2019 to July 2021, she served as Deputy General Counsel of Micron Technology, Inc., a semiconductor company. •Before Micron, she was Vice President, Commercial Legal Affairs at TiVo, Inc., a consumer hardware company. •Ms. Chakravarthy began her career at law firms including Wilson Sonsini Goodrich & Rosati and Morrison & Foerster LLP. Ms. Chakravarthy received a J.D. from Stanford Law School where she served as Editor of the Stanford Law Review. She has her B.A. in Human Biology with Honors from Stanford University. | | | Arthi Chakravarthy Chief Legal Officer Age: 46 Executive Officer Since: 2023 | |

  32. Director Compensation Table

    | Enovix Corporation | 18 | 2025 Proxy Statement |

  33. Director Compensation Table

    Compensation Discussion and Analysis Executive Compensation Program For fiscal year 2024, our named executive officers (NEOs) were:

  34. Director Compensation Table

    | Name | Title | | Dr. Raj Talluri | President and Chief Executive Officer | | Farhan Ahmad | Former Chief Financial Officer (1) | | Ajay Marathe | Chief Operating Officer | | Arthi Chakravarthy | Chief Legal Officer and Head of Corporate Development |

  35. Director Compensation Table

    1.Mr. Ahmad’s last day of employment as an executive officer was December 16, 2024.

  36. Stockholder Engagement

    Stockholder Engagement The feedback we receive from shareholders plays a key role in Board and committee discussions and helps guide the decisions made by the Board. Each year, our executive management team proactively engages with our largest stockholders to understand their views and gather input on key issues. In 2024, the Company engaged with stockholders representing approximately 60% of our outstanding common stock and held substantive discussions with stockholders that expressed an interest. These conversations cover a range of corporate governance topics, including—but not limited to—Board composition, governance practices, and the continued alignment of executive compensation with Company performance. The stockholder feedback was shared with our Board and Compensation Committee, which informed our decision-making regarding compensation practices. For our 2024 Annual Meeting of Stockholders, approximately 79% of votes cast supported our advisory “say-on-pay” proposal regarding executive compensation. While the Compensation Committee appreciated that a substantial majority of our stockholders supported our compensation practices, it carefully considered the say-on-pay voting results in the following context: •50% of our CEO’s 2024 long-term incentives were granted in the form of performance-based equity: In fiscal year 2023, we hired several new executives, including the CEO. Dr. Talluri’s 2023 equity compensation was granted in RSUs to induce him to join Enovix and compensate him for a portion of the awards he forfeited in departing from his prior employer. Initial equity packages for our CEO and other NEOs are structured as a long-term investment in both leadership and company performance. For 2024, 50% of Dr. Talluri and the other NEOs’ equity awards were granted in PRSUs, which require achievement of certain aspirational metrics tied to Company performance and significant efforts to achieve such goals, and 50% were granted in RSUs that vest gradually over multiple years. •Meaningful year-over-year reduction in CEO pay: For the CEO’s 2024 equity awards, the value of $10.4 million represents an approximate 35% reduction compared to his 2023 equity awards. For the CEO’s 2025 equity awards, the value of $7.0 million granted to Dr. Talluri represents an approximate 33% reduction compared to his 2024 equity awards. The Compensation Committee will continue to monitor and evaluate our executive compensation program decisions going forward in light of stockholder engagement and investor feedback, including as expressed through the outcome of future say-on-pay votes. How We Designed Incentives for 2024 In 2024, a majority of our NEO’s target compensation was performance-based compensation under both our annual and long-term incentive programs, consistent with our pay for performance and long-term value creation objectives. In designing incentives for NEOs, the Compensation Committee: •Set over 100 quarterly and 30 annual rigorous and detailed near-term performance goals across the four quarterly and aggregate annual measurement periods that comprise our short-term incentives. These goals tied to financial, operations, research and development, sales, quality related metrics such as improving our sales outlook, cutting our manufacturing expenses, and milestones around units sold and product launch; •Paid 100% of quarterly and annual incentive executive compensation in equity to further align executive and stockholder interests; and •Awarded long-term equity incentives in an equal mix of time-based and performance-based equity that vests over multiple years and, in the case of performance-based awards, upon the achievement of key operations, revenue and research and development targets that are aligned with long-term stockholder value creation. The charts below highlight the focus on equity and the portion of at-risk mix of the total compensation for our CEO and NEOs based on 2024 compensation. At-risk compensation refers to the portion of an executive’s or employee’s total pay package that is not guaranteed and depends on achievement of performance goals or other conditions being met, and its value varies relative to our stock price performance.

  37. Executive Compensation Components

    | Element | % of Total Annual Compensation for CEO | % of Total Annual Compensation for Other NEOs | At Risk | Key Features | Long-term Return | | Base Salary | 5.2% | 10.2% | | Attract and retain employees; recognize performance, job scope and experience | Not applicable | | Quarterly and Annual Incentives | 3.6% | 4.6% | ✓ | Based on over 100 rigorous financial, operational, research and sales goals | Not applicable | | Long-Term Incentives- Performance Based | 45.6% | 42.6% | ✓ | Multi-year vesting; aligned with the Company’s key strategic goals | Aligns with long-term returns | | Long-Term Incentives- Time Based | 45.6% | 42.6% | ✓ | Encourages focus on long-term stockholder value creation, fosters retention | Aligns with long-term returns |

  38. Annual Incentive Program

    Annual Incentive Program Our management team is eligible for short-term incentive compensation through our bonus plan, the 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. Every year 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 in 2024 was split into five eligibility periods: four quarterly and one annual. There were over 130 quarterly and annual corporate CSFs in 2024 that related to measures of performance, covering financial, manufacturing, research and development, products, sales, operational and other metrics, budgetary and operational goals and objectives relating to manufacturing progress, product development, sales, safety, quality, compliance and human capital management, revenue targets, operational efficiency such as spend reduction, customer growth, technology roadmap execution 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. While we do not disclose the specifics of our actual goals due to competitive reasons, the goals were designed, for example, to enable the achievement of our public goals discussed in our quarterly shareholder letters for 2024.

  39. Annual Incentive Program

    | Enovix Corporation | 23 | 2025 Proxy Statement |

  40. Annual Incentive Program

    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. The average corporate CSF achievement across the bonus payments was 83.3% with the lowest achievement in a given quarter at 54.6%. The corporate CSFs and individual CSFs for the named executive officers for each quarter and the annual period in 2024 are set forth below:

  41. Annual Incentive Program

    | Performance Goals | Corporate CSFs Outcome (%) | Individual CSFs Outcome (%) | | Q1 2024 | 80 | 63 - 100 | | Q2 2024 | 99 | 79 - 100 | | Q3 2024 | 55 | 55 - 100 | | Q4 2024 | 100 | 100 | | Annual 2024 | 83 | 83 - 120 |

  42. Annual Incentive Program

    Considering all of these factors, the Compensation Committee determined the individual payouts to the NEOs under the AIP based on the achievement level percentages set forth in the table below. The final payout determination under the AIP can be in the form of cash or equity at the Compensation Committee’s discretion. For 2024, the Compensation Committee elected to use only equity, in the form of fully vested RSUs. In February 2025, based on Company performance against the 2024 CSFs over the four quarterly and annual performance periods, the Compensation Committee approved the following aggregate 2024 annual incentive award payouts:

  43. Annual Incentive Program

    | | | | 2024 AIP Payout | | | | Name | 2024 AIP Target ($) | 2024 AIP Maximum ($) | Cash ($) | RSUs (1) ($) | Total ($) | | Dr. Raj Talluri | $585,000 | 842,400 | — | 422,518 | 422,518 | | Farhan Ahmad (2) | $138,115 | 198,886 | — | 93,588 | 93,588 | | Ajay Marathe | $368,640 | 530,842 | — | 266,890 | 266,890 | | Arthi Chakravarthy | $213,489 | 307,424 | — | 184,974 | 184,974 |

  44. Annual Incentive Program

    1.The amounts set forth in this column reflect the aggregate grant date fair value of stock awards granted. 2.Mr. Ahmad’s last day of employment as an executive officer was December 16, 2024 and his AIP payout was prorated accordingly.

  45. Long-Term Equity Incentive Program (“LTIP”)

    Long-Term Equity Incentive Program (“LTIP”) We use long-term incentive stock awards consistent with our compensation philosophy to reward and retain our executive officers, align their incentives with the long-term corporate performance of the Company and help drive long-term stockholder value. Our long-term incentive program is comprised of 50% performance stock units (“PRSUs”) and 50% time-based RSUs. Options, stock appreciation rights and other option-like awards are not part of our core compensation, and we did not grant new awards of these equity instruments in 2024. Our practice is to approve annual equity awards for executives at the regularly scheduled meetings of our Compensation Committee and Board in February. Executives’ annual equity awards are granted in specified dollar amounts, with the number of shares for each PRSU grant, and time-based RSU grant, determined by the closing price of the Company’s common stock on the grant date, which is generally on or around April 1. We may occasionally grant off-cycle equity awards to executives in connection with a new hire or promotion, or for recognition, retention, or other purposes.

  46. Long-Term Equity Incentive Program (“LTIP”)

    | Enovix Corporation | 24 | 2025 Proxy Statement |

  47. Long-Term Equity Incentive Program (“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 2024 equity grant amounts under the 2023 and 2024 LTI Plans were determined based on the Compensation Committee’s assessment of individual performance as well as the compensation data from peer companies and input from Compensia, and each award was comprised of 50% PRSUs and 50% RSUs.

  48. 2024 LONG-TERM INCENTIVE AWARDS

    2024 LONG-TERM INCENTIVE AWARDS The annual equity awards granted to our named executive officers under the 2024 LTIP were determined by our Compensation Committee considering the factors noted above, including review of a competitive market analysis prepared by Compensia. For the PRSU component of the 2024 LTIP grant, 50% is earned upon our achievement of milestones in fiscal year 2024, and the remaining 50% is earned based on our achievement of milestones in fiscal year 2025. There are two key performance goals in each of fiscal years 2024 and 2025, weighted at 50% each: manufacturing operations and research and development in 2024, and manufacturing operations and product revenue in 2025. The possible payout of PRSUs is based on our achievement of the performance goals and ranges from 0% to 200%. The payout of PRSUs for fiscal year 2024 was 0% due to the non-attainment of the 2024 performance goals. The time-based RSU component of the 2024 LTIP grant vests in sixteen equal quarterly installments, subject to continued service. The target goal LTI payout is at 50% for the executive team. Under the 2024 LTIP, the Compensation Committee determined the following equity awards granted to each of our named executive officers:

  49. 2024 LONG-TERM INCENTIVE AWARDS

    | | 2024 LTIP Grant | | | | | Name | PRSU Grant Shares Vested Based on 2024 Performance (#)(1) | PRSU Grant Shares Awarded (#) | PRSU Grant Shares Forfeited (#)(1) | RSU Grant Shares Awarded (#)(2) | | Dr. Raj Talluri | — | 412,719 | 206,359 | 412,719 | | Farhan Ahmad (3) | — | 169,147 | 169,147 | 169,147 | | Ajay Marathe | — | 135,317 | 67,658 | 135,317 | | Arthi Chakravarthy | — | 101,488 | 50,744 | 101,488 |

  50. 2024 LONG-TERM INCENTIVE AWARDS

    1.Under the 2024 LTIP, 50% of the PRSUs were forfeited as the fiscal year 2024 performance goals for manufacturing operations and research and development were not met, based on an evaluation of the achievement of such goals on February 12, 2025. The achievement of the fiscal year 2025 performance goals for the 2024 LTIP will be reviewed and determined in 2026. 50% of the PRSUs earned in respect to the 2025 performance goals will vest, subject to attainment of the goals, on the third annual anniversary of the grant date and the remaining PRSUs earned in respect to the 2025 performance goals will vest, subject to the attainment of the goals, on the fourth anniversary of the grant date, subject to continued service. 2.The time-based RSUs under the 2024 LTIP vest in 16 equal quarterly installments, commencing on April 8, 2024, subject to the officers’ continued service as of each applicable vesting date. 3.Mr. Ahmad’s last day of employment as an executive officer was December 16, 2024, prior to the vesting date related to PRSUs tied to the achievement of 2024 performance criteria. As such, all PRSU grant shares were forfeited.

  51. ACHIEVEMENT OF 2023 LONG-TERM INCENTIVE AWARDS

    ACHIEVEMENT OF 2023 LONG-TERM INCENTIVE AWARDS For the PRSU component of the 2023 LTIP grant, one-third (1/3) were earned based upon our achievement of milestones in fiscal year 2023 and the remaining two-thirds (2/3) were earned based on our achievement of milestones in fiscal year 2024. The milestones were annual product revenue goals (reported in accordance with U.S. GAAP in our Form 10-K for both fiscal year 2023 and 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 milestone and 0% to 150% for the units sold milestone. Overall achievement of fiscal year 2024 goals was 32.7%, of which the annual product revenue goal was achieved at 65.4% and the units sold goal was not met. The PRSUs are subject to delayed release in accordance with our focus on long-term value creation. Accordingly, 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.

  52. ACHIEVEMENT OF 2023 LONG-TERM INCENTIVE AWARDS

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  53. ACHIEVEMENT OF 2023 LONG-TERM INCENTIVE AWARDS

    The RSU component of the 2023 LTIP grant has a three-year vesting period with 1/36th vesting monthly, subject to continued service. Under the 2023 LTIP, the Compensation Committee determined the following equity awards granted to each of our named executive officers:

  54. ACHIEVEMENT OF 2023 LONG-TERM INCENTIVE AWARDS

    | | 2023 LTIP Grant (1) | | | | | Name | PRSU Grant Shares Vested Based on 2024 Performance (#)(2) | PRSU Grant Shares Awarded (#) | PRSU Grant Shares Forfeited (#)(3) | RSU Grant Shares Awarded (#)(4) | | Dr. Raj Talluri | 95,551 | 292,343 | 196,792 | 292,343 | | Farhan Ahmad (5) | — | 101,488 | 101,488 | 101,488 | | Ajay Marathe | 33,170 | 101,488 | 68,318 | 101,488 | | Arthi Chakravarthy | 20,786 | 63,599 | 42,813 | 63,599 |

  55. ACHIEVEMENT OF 2023 LONG-TERM INCENTIVE AWARDS

    1.2023 LTIP Grants were issued in fiscal year 2024, which represented pro-rated awards as the named executive officers joined during 2023. 2.Under the 2023 LTIP, (a) no PRSUs vested based on the achievement of the 2023 performance criteria, as the product revenue and units sold goals were not attained, and (b) 32.68% of the target PRSUs vested on February 12, 2025, based on the overall achievement of the 2024 performance criteria, including partial achievement of the product revenue goal and non-attainment of the units sold goal. 50% of the earned shares will be released on March 2, 2026 and the remaining 50% will be released on March 1, 2027. No 2023 LTIP shares were released in fiscal year 2024. 3.Based on an evaluation of the achievement of certain performance criteria on February 12, 2025, the remaining portion of each named executive officers’ PRSU grant shares under the 2023 LTIP were forfeited. 4.The time-based RSUs under the 2023 LTIP vest in 36 equal monthly installments, commencing on April 8, 2024, subject to the officers’ continued service as of each applicable vesting date. 5.Mr. Ahmad’s last day of employment as an executive officer was December 16, 2024, prior to the vesting date related to PRSUs tied to the achievement of 2024 performance criteria. As such, all awarded PRSU shares were forfeited.

  56. ACHIEVEMENT OF 2023 LONG-TERM INCENTIVE AWARDS

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  57. ACHIEVEMENT OF 2023 LONG-TERM INCENTIVE AWARDS

    Other Aspects of Executive Compensation

  58. Compensation Consultant

    Compensation Consultant During fiscal year 2024, the Compensation Committee retained Compensia, Inc. as its independent compensation consultant. The Compensation Committee requested that Compensia: •provide market information, analysis, and other advice relating to executive compensation on an ongoing basis; •evaluate the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals; and •assist in refining our compensation strategy and in developing and implementing an executive compensation program to execute that strategy. Over the course of 2024, Compensia advised on appropriate compensation for attracting and retaining executives based on the peer group and discussions with the Compensation Committee and executives. The Compensation Committee considered Compensia’s input as part of its decision-making process. The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that Compensia provided, the quality of those services and other applicable factors. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq listing standards, and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

  59. Peer Group

    Peer Group On an annual basis, the Compensation Committee compares the NEOs’ total compensation to a peer group of companies in the industry to ensure that it is providing market competitive pay opportunities. The peer group consists of publicly traded companies of a similar market capitalization and focused on manufacturing and research and development in related industries including electrical components, semiconductors, technology hardware, chemicals and other industries adjacent to the broader battery technology space that may compete with Enovix for executive talent. The Compensation Committee targets less than the 50th percentile for the Company’s senior executive officers’ cash compensation and the 50th percentile for the equity compensation relative to the peer group. Actual equity compensation grants determined by the Compensation Committee are dependent on consideration of retention, performance, experience and other factors, in addition to peer group percentile targets. The Compensation Committee conducts an annual review of our peer group composition to make any necessary adjustments to remove companies that no longer share similar developmental, market and organizational characteristics, and refine the selection criteria to include companies more relevant to the battery industry. While the Compensation Committee generally aims for year-over-year consistency in the peer group, it determined a number of changes were necessary for the peer group used to assess 2024 compensation decisions to better align with our prioritization of companies within the battery industry and focused on manufacturing and research and development. Accordingly, the Compensation Committee added the seven companies marked below with an asterisk (*) to the peer group, and removed nine companies in adjacent automotive and chemical markets, that were outside the market cap range or revenue range, or otherwise did not have a significant technology component to their research and development or manufacturing activities similar to the Company (Blink Charging, ChargePoint, Energy Recovery, Eos Energy Enterprises, EVgo, Fisker, FuelCell Energy, Luminar Technologies, Solid Power).

  60. Peer Group

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  61. Peer Group

    For 2024, our peer group consists of the following publicly traded companies:

  62. Peer Group

    | Ambarella | indie Semiconductor* | Rambus | | Amprius Technologies | IonQ* | SES AI | | Arcadium Lithium1 | MaxLinear* | Shoals Technologies Group | | Cohu* | Navitas Semiconductor | Semtech* | | Credo Technology Group* | QuantumScape | SiTime | | Impinj | Power Integrations* | Wolfspeed |

  63. Peer Group

    1.Included in our 2023 peer group as Livent, prior to its January 2024 merger with Alkem to form Arcadium Lithium.

  64. Equity Grant Practices

    Equity Grant Practices We do not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal year 2024, we did not grant stock options, stock appreciation rights, or similar option-like instruments to our named executive officers.

  65. Employment Arrangements With Named Executive Officers

    Employment Arrangements With Named Executive Officers We believe that a strong, experienced management team is essential to the best interests of the Company and our stockholders. The employment agreements with our named executive officers provide for at-will employment and set forth the material initial terms of employment. Our named executive officers are also eligible for certain severance and change of control benefits, as described below under “Potential Payments Upon Termination or Change of Control.” In addition, each of our named executive officers has executed our standard confidential information and invention assignment agreement. The key terms of these agreements are described below.

  66. Dr. Raj Talluri

    Dr. Raj Talluri We entered into an employment agreement with Dr. Talluri in January 2023, which governs the current terms of Dr. Talluri’s employment with us. The agreement provides for an initial annual base salary of $545,000 and an initial grant of 2,000,000 RSUs with a five-year vesting period. In addition, Dr. Talluri is eligible to receive an annual discretionary bonus of up to 100% of his base salary based in part on individual and corporate performance metrics. He may be granted future additional equity awards at the discretion of the Board of Directors.

  67. Farhan Ahmad

    Farhan Ahmad We entered into an employment agreement with Mr. Ahmad in July 2023, which governed the terms of Mr. Ahmad’s employment with us until his last day of employment as an executive officer on December 16, 2024. The agreement provided for an initial annual base salary of $380,000 and an initial grant of 202,020 RSUs with a five-year vesting period, of which the unvested portion was cancelled upon the termination of his consulting arrangement with the Company in January 2025. In addition, Mr. Ahmad was eligible to receive an annual discretionary bonus of up to 60% of his base salary based in part on individual and corporate performance metrics.

  68. Ajay Marathe

    Ajay Marathe We entered into an employment agreement with Mr. Marathe in November 2022, which governs the current terms of Mr. Marathe’s employment with us. The agreement provides for an initial annual base salary of $450,000 and an initial grant of 833,000 RSUs with a 5-year vesting period. In addition, Mr. Marathe is eligible to receive an annual discretionary bonus of up to 80% of his base salary based in part on personal and corporate performance metrics. He may be granted future additional equity awards at the discretion of the Board of Directors.

  69. Arthi Chakravarthy

    Arthi Chakravarthy We entered into an employment agreement with Ms. Chakravarthy in April 2023, which governs the terms of her employment with us. The agreement provides for an initial annual base salary of $350,000 and an initial grant of 251,601 RSUs with a five-year vesting period. In addition, Ms. Chakravarthy is eligible to receive an annual discretionary bonus of up to 60% of her base salary, based in part on individual and corporate performance metrics. She may be granted future additional equity awards at the discretion of the Board of Directors.

  70. 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. 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.

  71. 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 2024.

  72. 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

  73. SEVERANCE AND CHANGE OF CONTROL BENEFITS

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  74. SEVERANCE AND CHANGE OF CONTROL BENEFITS

    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. 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 29, 2024 (or for our named executive officers who terminated employment in 2024, a summary of the payments they actually received), are set forth in “Potential Payments upon Termination or Change of Control” below.

  75. Joseph Malchow

    | Name and Principal Position | Fiscal Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Dr. Raj Talluri President and Chief Executive Officer | 2024 | 595,000 | — | 10,420,816 | 422,518 | 13,914 | 11,452,248 | | | 2023 | 519,846 | — | 16,140,000 | 328,719 | 13,992 | 17,002,557 | | Farhan Ahmad Former Chief Financial Officer | 2024 | 372,137 | — | 3,999,985 | 93,588 | 21,702 | 4,487,412 | | | 2023 | 182,692 | — | 3,999,996 | 60,544 | 5,886 | 4,249,118 | | Ajay Marathe Chief Operating Officer | 2024 | 463,500 | — | 3,499,978 | 266,890 | 10,392 | 4,240,760 | | | 2023 | 450,000 | — | — | 121,259 | 13,949 | 585,208 | | | 2022 | 60,577 | — | 11,628,680 | 38,880 | 1,650 | 11,729,787 | | Arthi Chakravarthy Chief Legal Officer | 2024 | 357,269 | — | 2,439,986 | 184,974 | 7,963 | 2,990,192 | | | 2023 | 242,308 | — | 2,749,999 | 84,291 | 7,830 | 3,084,428 |

  76. Potential Payments Upon a Qualifying Termination of Employment

    Potential Payments Upon a Qualifying Termination of Employment

  77. 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 | 595,000 | 585,000 | 13,549,807 | 24,708 | 14,754,515 | | Farhan Ahmad(5) | N/A | N/A | N/A | N/A | N/A | | Ajay Marathe | 347,625 | 368,640 | 3,963,544 | 30,665 | 4,710,474 | | Arthi Chakravarthy | 267,952 | 213,489 | 1,639,210 | 18,531 | 2,139,182 |

  78. 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 last date of Mr. Ahmad’s employment as an executive officer of the Company. 2.The amounts reported in this column represent an estimate of 2024 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. All of the unvested PRSUs are assumed to be forfeited for the purpose of this disclosure. These amounts were estimated as of December 29, 2024 based on the closing price of our common stock as of December 27, 2024 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. 5.Mr. Ahmad’s last day of employment as an executive officer of the Company was December 16, 2024.

  79. 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

  80. 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 | 595,000 | 585,000 | 22,878,107 | 24,708 | 24,082,815 | | Farhan Ahmad(5) | N/A | N/A | N/A | N/A | N/A | | Ajay Marathe | 347,625 | 368,640 | 6,543,517 | 30,665 | 7,290,447 | | Arthi Chakravarthy | 267,952 | 213,489 | 3,161,152 | 18,531 | 3,661,124 |

  81. 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 last date of Mr. Ahmad’s employment as an executive officer of the Company. 2.The amounts reported in this column represent an estimate of 2024 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.

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

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

    3.The amounts reported in this column represent the estimated fair value of the accelerated vesting of the unvested RSUs and PRSUs pursuant to the employment agreements of our named executive officers. For the unvested PRSUs, 50% of the 2024 LTIP grant tied to fiscal year 2025 performance goals are assumed to be achieved at 100% and included in the calculation for this disclosure. These amounts were estimated as of December 29, 2024 based on the closing price of our common stock as of December 27, 2024 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. 5.Mr. Ahmad’s last date of employment as an executive officer of the Company was December 16, 2024. Pay Ratio Disclosure As required by SEC rules, we are providing disclosure about the relationship of the median annual total compensation of our employees to the annual total compensation of Dr. Talluri, our Chief Executive Officer and President during fiscal year 2024. We identified the median employee for fiscal year 2024 by examining annual total compensation using our payroll records based on (i) base salary earned for 2024 and (ii) the grant date fair value of equity awards granted during fiscal year 2024. We annualized the total base salary for any permanent employee that works full-time but was hired after January 1, 2024. For the calculation of median annual total compensation, we included all full-time employees as of December 29, 2024, excluding our CEO and employees in India and China, as they represented less than 5% of our total headcount. This employee population consisted of 545 employees, with approximately 80% living outside the U.S. For any employee paid in currency other than U.S. Dollars (USD), we applied the applicable foreign currency exchange rate as of December 29, 2024 to convert such employee’s total compensation into USD. We elected to apply a cost-of-living adjustment to employees outside the U.S. using the most recent purchasing power parity conversion factor from the World Bank, which resulted in a cost-of-living factor (applied to USD converted pay) of 0.31 for employees in Malaysia and 0.64 for employees in Korea. The following presents the ratio of the annual total compensation of Dr. Talluri, our CEO, to the median of the annual total compensation of all our employees, other than Dr. Talluri, our CEO, and certain excluded employees noted above. We determined that our median employee, represented by an equipment engineer based in Malaysia, earned approximately $45,878 in total annual compensation. After application of the cost-of-living adjustment described above, our median employee earned approximately $146,823 in total annual compensation. Dr. Talluri received $11,452,248 in total annual compensation, calculated as set forth in the Summary Compensation Table. With the cost-of-living adjustment, the estimated pay ratio is 78:1 between our CEO’s compensation and that of our median employee. Without the cost-of-living adjustment, the estimated pay ratio is 250:1 between our CEO’s compensation and that of our median employee. The pay ratios reported above are a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described herein. SEC rules and guidance provide significant flexibility in how companies identify the median employee and calculate the pay ratio, which allows companies to use different methodologies, apply certain exclusions and make different assumptions particular to that company. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio disclosed above, as other companies may have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

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

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

    Pay Versus Performance

  86. 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, 2023 and 2024. For additional information about our performance-based pay philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section beginning on page 20.

  87. 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) | | 2024 | 11,452,248 | 7,609,913 | — | — | 3,906,121 | 3,126,574 | 55 | 88 | (222,534) | 23,074 | | 2023 | 17,002,557 | 25,902,557 | 12,065,920 | 6,141,312 | 3,590,308 | 1,541,128 | 61 | 74 | (214,132) | 7,644 | | 2022 | — | — | 2,447,077 | (18,985,675) | 5,880,518 | 743,504 | 61 | 73 | (51,622) | 6,202 | | 2021 | — | — | 6,093,656 | 42,373,070 | 2,081,139 | 16,282,851 | 134 | 113 | (125,874) | — |

  88. 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 fiscal year 2024 and a part of fiscal year 2023. Mr. Rust served as our PEO during a part of fiscal year 2023 and all of fiscal year 2022. Please refer to 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.

  89. Pay Versus Performance Table

    | | | 2024 | | SCT Total for Dr. Talluri - PEO | | $11,452,248 | | Less: | Reported value in SCT “Stock Awards” column | (10,420,816) | | Plus: | Fair value at fiscal year-end of outstanding and unvested of equity awards granted in the fiscal year | 8,520,785 | | Plus: | Change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (1,529,334) | | Plus: | Fair value at vesting of equity awards granted and vested in the fiscal year | 1,660,358 | | Plus: | Change in fair value as of the vesting date of equity awards granted in prior fiscal years that vested in the fiscal year | (2,073,328) | | Total Adjustments | | (3,842,335) | | CAP to Dr. Talluri - PEO | | $7,609,913 |

  90. 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 2024, our non-PEO NEOs included Mr. Ahmad, Mr. Marathe and Ms. Chakravarthy. 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.

  91. Pay Versus Performance Table

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  92. Pay Versus Performance Table

    4.The amounts reported in this column represent the average amount of the CAP to our non-PEO NEOs for fiscal years 2022, 2023 and 2024, 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.

  93. Pay Versus Performance Table

    | | | 2024 | | SCT Average Total for Non-PEO NEOs | | $3,906,121 | | Less: | Reported value in SCT “Stock Awards” column | (3,313,316) | | Plus: | Fair value at fiscal year-end of outstanding and unvested of equity awards granted in the fiscal year | 2,473,025 | | Plus: | Change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (330,018) | | Plus: | Fair value at vesting of equity awards granted and vested in the fiscal year | 566,046 | | Plus: | Change in fair value as of the vesting date of equity awards granted in prior fiscal years that vested in the fiscal year | (175,284) | | Total Adjustments | | (779,547) | | Average CAP to Non-PEO NEOs | | $3,126,574 |

  94. 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 peer group disclosed in our compensation discussion and analysis section of this proxy.. 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 29, 2024. 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). 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.

  95. 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 2024 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.

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

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

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

    | Enovix Corporation | 41 | 2025 Proxy Statement |

  98. 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, 2023 and 2024.

  99. 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.”