DEF 14A of Enovix Corp, Apr 24, 2026

DEF 14A of Enovix Corp

Filed Apr 24, 2026 · FY20250001828318-26-000018

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | Committee Memberships | | | | | Name | Age | Director Since | Independent (Y/N) | AC | CC | Cyber | NCGC | | Thurman John Rodgers | 78 | 2020 | N | | | | | | Betsy Atkins | 72 | 2021 | Y | | ● | ● | C | | Pegah Ebrahimi | 46 | 2021 | Y | ● | | | ● | | Bernard Gutmann | 66 | 2023 | Y | C | | | | | Joseph Malchow | 40 | 2023 | Y | ● | ● | C | ● | | J. Daniel McCranie | 82 | 2025 | Y | ● | C | | | | Gregory Reichow | 56 | 2021 | Y | | | ● | | | Dr. Raj Talluri | 63 | 2023 | N | | | | |

  3. Director Nominees

    | ● | Member | AC | Audit Committee | Cyber | Cybersecurity Committee | | C | Chair | CC | Compensation Committee | NCGC | Nominating and Corporate Governance Committee |

  4. Director Nominees

    | AVERAGE TENURE * | AVERAGE AGE | INDEPENDENCE |

  5. Director Nominees

    *Tenure calculated since Enovix became a public company in July 2021.

  6. Director Nominees

    | Enovix Corporation | 2 | 2026 Proxy Statement |

  7. Director Nominees

    Executive Compensation Highlights Our executive compensation program is designed to align executive pay with the successful execution of those strategic priorities that will lead to the creation of long‑term stockholder value. The Compensation Committee believes that target pay opportunities should be structured to attract and retain highly qualified leaders and incentivize successful execution of our business objectives, while realized compensation should directly align with the value that execution creates for stockholders. We established rigorous, multi-dimensional performance objectives designed to drive growth, with 92% of our CEO’s 2025 target total direct compensation “at risk.”

  8. Information Regarding the Board of Directors and Corporate Governance

    Information Regarding the Board of Directors and Corporate Governance

  9. Election of Directors

    Election of Directors Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors, our Board has nominated the eight director nominees listed below for election at the Annual Meeting. Each of the director nominees currently serves on our Board. If elected at the Annual Meeting, each nominee will serve a one-year term that will expire at the 2027 Annual Meeting of Stockholders when their successors are elected. Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve if elected.

  10. Election of Directors

    | ✓ | The Board of Directors Unanimously Recommends a Vote “FOR” the Election of Each of the Nominees Listed Below. |

  11. Election of Directors

    Director Nominees’ Skills, Experience and Background This table and the biographies below provide information regarding our eight director nominees. The Board of Directors has concluded that each of these incumbent directors should be nominated for re-election based on their extensive senior leadership experiences, competencies and other key qualifications summarized in the director biographies below. We believe the directors’ combined strengths are vital to the Board’s ability to provide independent oversight, effective risk management and guidance toward long-term sustainable stockholder value.

  12. Election of Directors

    | Name | Position | Age | Independent (Y/N) | Director Since | | Thurman John Rodgers | Chairman | 78 | N | 2020 | | Betsy Atkins | Director | 72 | Y | 2021 | | Pegah Ebrahimi | Director | 46 | Y | 2021 | | Bernard Gutmann | Director | 66 | Y | 2023 | | Joseph Malchow | Director | 40 | Y | 2023 | | J. Daniel McCranie | Director | 82 | Y | 2025 | | Gregory Reichow | Director | 56 | Y | 2021 | | Dr. Raj Talluri | President, CEO and Director | 63 | N | 2023 |

  13. Election of Directors

    | Enovix Corporation | 6 | 2026 Proxy Statement |

  14. Director Biographies

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

  15. Director Biographies

    | | | | | | | | EXPERIENCE: Mr. 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 our predecessor entity, Rodgers Silicon Valley Acquisition Corporation (RSVAC). 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 2016. Mr. Rodgers currently serves as the CEO of SunPower Inc. (f/k/a Complete Solaria) since April 2024. From January 2017 until January 2023, Mr. Rodgers served as Chairman of the Board of Directors of FTC Solar, Inc., a solar technology company. 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. REASONS FOR NOMINATION: Mr. Rodgers brings more than 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. OTHER PUBLIC COMPANY DIRECTORSHIPS: Mr. Rodgers currently serves on the board of directors of SunPower Inc. since November 2022 and Enphase Energy, Inc. since January 2017, both of which are public companies in the energy industry. | | | | Thurman John Rodgers Chairman Age: 78 Director Since: 2020 | | | | | | SKILLSET: | | | | | •Engineering and Technical •Manufacturing / Supply Chain •Semiconductor / Battery Design •Intellectual Property and Patent •International Business - Asia Pacific •CEO / Executive Management | •Financial Management and Accounting •Sales and Business Development •Public Board / Governance •Entrepreneurship •Human Capital Management |

  16. Director Biographies

    | Enovix Corporation | 7 | 2026 Proxy Statement |

  17. Director Biographies

    | | | | | | | | EXPERIENCE: Betsy Atkins has served as a member of our Board of Directors since July 2021 and previously served as a member of the Board of Directors of Enovix’s predecessor entity 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. REASONS FOR NOMINATION: 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. OTHER PUBLIC COMPANY DIRECTORSHIPS: 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. PRIOR PUBLIC COMPANY DIRECTORSHIPS (past five years): Ms. Atkins previously served on the boards of SL Green Realty Corp., a real estate investment trust, Cognizant Technology Solutions, an information technology services company, Schneider Electric, an energy company, Covetrus, Inc. and its predecessor, Vets First Choice, a pharmaceutical company, HD Supply, Inc., an industrial distributor, and SunPower Corporation, a publicly-traded energy company. | | | | Betsy Atkins Director Age: 72 Director Since: 2021 | | | | | | COMMITTEES: | | | | | •Compensation •Cybersecurity | •Nominating and Corporate Governance | | | | SKILLSET: | | | | | •CEO / Executive Management •Public Board / Governance •Entrepreneurship | •Human Capital Management •IT / Cybersecurity |

  18. Director Biographies

    | Enovix Corporation | 8 | 2026 Proxy Statement |

  19. Director Biographies

    | | | | | | | | EXPERIENCE: Pegah Ebrahimi has served as a member of our Board of Directors since November 2021. 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. REASONS FOR NOMINATION: Ms. Ebrahimi brings financial and capital markets expertise, as well as strategic executive leadership experience to the Board. | | | | Pegah Ebrahimi Director Age: 46 Director Since: 2021 | | | | | | COMMITTEES: | | | | | •Audit | •Nominating and Corporate Governance | | | | SKILLSET: | | | | | •Engineering and Technical •Financial Management and Accounting | •Sales and Business Development •Entrepreneurship •IT / Cybersecurity |

  20. Director Biographies

    | Enovix Corporation | 9 | 2026 Proxy Statement |

  21. Director Biographies

    | | | | | | | | EXPERIENCE: 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. REASONS FOR NOMINATION: Mr. Gutmann brings financial expertise, as well as both executive and leadership experience to the Board. | | | | Bernard Gutmann Director Age: 66 Director Since: 2023 | | | | | | COMMITTEES: | | | | | •Audit | | | | | SKILLSET: | | | | | •Semiconductor / Battery Design •International Business - Asia Pacific •CEO / Executive Management | •Financial Management and Accounting •IT / Cybersecurity |

  22. Director Biographies

    | Enovix Corporation | 10 | 2026 Proxy Statement |

  23. Director Biographies

    | | | | | | | | EXPERIENCE: 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 December 2020 through July 2021, he served on the Board of Enovix’s predecessor entity. 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. REASONS FOR NOMINATION: Mr. Malchow brings entrepreneurial, investment and leadership experience to the Board, as well as his technical and financial expertise. OTHER PUBLIC COMPANY DIRECTORSHIPS: Enphase Technologies, Inc. PRIOR PUBLIC COMPANY DIRECTORSHIPS (past five years): 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. | | | | Joseph Malchow Director Age: 40 Director Since: 2023 | | | | | | COMMITTEES: | | | | | •Audit •Compensation | •Cybersecurity | | | | SKILLSET: | | | | | •Engineering and Technical •CEO / Executive Management • •Financial Management and Accounting •Sales and Business Development | •Public Board / Governance •Entrepreneurship •Human Capital Management •IT / Cybersecurity |

  24. Director Biographies

    | Enovix Corporation | 11 | 2026 Proxy Statement |

  25. Director Biographies

    | | | | | | | | J. Daniel McCranie has served as a member of our Board since August 12, 2025. Mr. McCranie currently serves as the EVP of Sales of SunPower Inc., as well as member of its Board of Directors, including serving as Chair of its Compensation Committee. Previously, Mr. McCranie served on the Board of Enovix Corporation and its predecessor entity, from December 2020 to January 2023, including serving as Chair of the Compensation Committee. Mr. McCranie has served in executive leadership roles within the semiconductor industry including EVP of Sales for Cypress Semiconductor, CEO for SEEQ Technology, SVP at Harris Semiconductor and Area Director for AMD. Mr. McCranie holds a B.S. in Electrical and Electronics Engineering from Virginia Tech. REASONS FOR NOMINATION: Mr. McCranie brings to our Board more than three decades of public-company board governance and operating leadership experience across the semiconductor and technology sectors. OTHER PUBLIC COMPANY DIRECTORSHIPS: SunPower Inc. PRIOR PUBLIC COMPANY DIRECTORSHIPS: Mr. McCranie also previously served as a Chairman and Director on the Boards of several other companies in the semiconductor and technology industries, including Cypress Semiconductor (2017-2019), Nexgen Power Systems (2018-2022), ON Semiconductor (2001-2017), Freescale Semiconductors (2010-2013), Microchip, f.k.a. Microsemi Corporation (2006-2010), Virage Logic (2004-2010), and Xicor Corporation (2001-2006). | | | | J. Daniel McCranie Director Age: 82 Director Since: 2025 | | | | | | COMMITTEES: | | | | | •Audit | •Compensation | | | | SKILLSET: | | | | | •Engineering and Technical •Manufacturing / Supply Chain •Semiconductor / Battery Design •International Business - Asia Pacific •CEO / Executive Management | •Financial Management and Accounting •Sales and Business Development •Public Board / Governance •Human Capital Management |

  26. Director Biographies

    | Enovix Corporation | 12 | 2026 Proxy Statement |

  27. Director Biographies

    | | | | | | | | EXPERIENCE: Gregory Reichow has served as a member of our Board of Directors since July 2021 and as a member of the Board of Directors of Enovix’s predecessor entity. Since July 2016, he has served as a Partner at Eclipse Capital, 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. REASONS FOR NOMINATION: Mr. Reichow brings valuable manufacturing expertise, as well as executive and leadership experience to the Board. | | | | Gregory Reichow Director Age: 56 Director Since: 2021 | | | | | | COMMITTEES: | | | | | •Cybersecurity | | | | | SKILLSET: | | | | | •Engineering and Technical •Manufacturing / Supply Chain •Semiconductor / Battery Design •International Business - Asia Pacific | •Financial Management and Accounting •Entrepreneurship •Human Capital Management |

  28. Director Biographies

    | Enovix Corporation | 13 | 2026 Proxy Statement |

  29. Director Biographies

    | | | | | | | | EXPERIENCE: 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. REASONS FOR NOMINATION: 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: 63 Director Since: 2023 | | | | | | SKILLSET: | | | | | •Engineering and Technical •Manufacturing / Supply Chain •Semiconductor / Battery Design •Intellectual Property and Patent | •International Business - Asia Pacific •CEO / Executive Management •Sales and Business Development |

  30. Director Biographies

    | Enovix Corporation | 14 | 2026 Proxy Statement |

  31. Director Biographies

    Board Composition The Board and the Nominating and Corporate Governance Committee value a variety of backgrounds, age, education, experience, perspectives and leadership in different fields when identifying nominees. The Board believes that the representation of a multitude of perspectives expands the Board’s understanding of our customers, partners, employees, investors and other stakeholders and enhances its ability to oversee Enovix’s strategy and risk profile.

  32. 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 (as amended from time to time, the “Director Compensation Policy”). Pursuant to this policy, each non-employee director receives an annual cash retainer of $50,000, and the chairperson of the Board receives an additional $47,000, for serving on our Board of Directors. The chairpersons and members of the committees of the Board of Directors are also entitled to the following additional annual cash retainers under our Director Compensation Policy:

  33. 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 | | Cybersecurity Committee | 10,000 | 5,000 |

  34. 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.

  35. Director Compensation Table

    Director Compensation Table The following table sets forth the compensation paid to non-employee directors during fiscal year 2025. 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 and therefore, he has not been included in this table and his compensation is set forth in “Executive Compensation Tables - 2025 Summary Compensation Table.”

  36. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Thurman John Rodgers | 97,000 | 194,997 | 291,997 | | Betsy Atkins | 70,833 | 194,997 | 265,830 | | Pegah Ebrahimi | 65,000 | 194,997 | 259,997 | | Bernard Gutmann | 72,000 | 194,997 | 266,997 | | Joseph Malchow | 79,167 | 194,997 | 274,164 | | J. Daniel McCranie | 21,491 | 437,395 | 458,886 | | Gregory Reichow | 73,333 | 194,997 | 268,330 |

  37. Director Compensation Table

    1.The amounts reported in this column represent the annual cash retainer fees paid during fiscal year 2025 in accordance with our Director Compensation Policy. 2.The amounts shown reflect the aggregate grant-date fair value of the RSU awards granted to each non-employee director in 2025, computed in accordance with the ASC Topic 718, Stock-based Compensation. Assumptions used in calculating the grant-date fair value of the RSUs 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 28, 2025. On June 12, 2025, each continuing non-employee director received an Annual RSU award of 26,325 RSUs in accordance with our Director Compensation Policy, except for Mr. McCranie, who received his Initial RSU award of 25,700 RSUs, as well as a pro-rated Annual RSU award of 15,178 RSUs when he joined the Board in August 2025. The following table indicates the number of outstanding stock options and unvested RSU awards held by each non-employee director as of December 28, 2025:

  38. Director Compensation Table

    | Name | RSUs(1) | Number of Shares Underlying Stock Options | | Thurman John Rodgers | 11,272 | — | | Betsy Atkins | 11,272 | 51,691 | | Pegah Ebrahimi | 11,272 | — | | Bernard Gutmann | 14,595 | — | | Joseph Malchow | 14,595 | — | | J. Daniel McCranie | 34,942 | — | | Gregory Reichow | 11,272 | 1,846 |

  39. 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.

  40. Director Compensation Table

    | Enovix Corporation | 24 | 2026 Proxy Statement |

  41. Compensation Discussion and Analysis

    | Executive Summary | 33 | Base Salary | 42 | | Aligning Strategy, Performance and Rewards | 33 | Annual Incentive Program | 42 | | 2025 Business Highlights | 34 | Long Term Incentive Program | 46 | | Highlights of 2025 Compensation Decisions | 35 | Other Aspects of Executive Compensation | 51 | | Executive Compensation Components | 36 | Compensation Consultant | 51 | | CEO Target and Realized Compensation | 37 | Peer Group | 51 | | Stockholder Engagement and Say-on-Pay | 38 | Clawback Policy | 52 | | Compensation Governance Practices | 40 | Equity Grant Practices | 52 | | Executive Compensation Principles | 41 | Employment Arrangements With NEOs | 52 | | 2025 Compensation Design and Decisions | 42 | Compensation Committee Report | 54 |

  42. Aligning Strategy, Performance and Rewards

    | Align the compensation and interests of our executives with the long-term interests of our stockholders | Provide a significant portion of total compensation that is performance-based and at-risk | Attract, retain, and motivate highly skilled talent to execute on our strategic priorities and objectives |

  43. Highlights of 2025 Compensation Decisions

    Highlights of 2025 Compensation Decisions In 2025, we continued to reinforce market-aligned and rigorous pay-for-performance elements of our compensation programs, including: •Approved incremental NEO base salary increases for 2025, to align with the market in which we compete for talent. •Maintained a significant weighting toward long-term equity-based incentives, particularly for our CEO, constituting 84% of his target direct compensation. •Approved rigorous short-term annual incentive goals in the form of Critical Success Factors (“CSFs”), resulting in a payout of 60% of target for our CEO and paid in the form of RSUs. •The fiscal year 2025 performance period tranches of our Long-Term Incentive (“LTI”) Performance Restricted Stock Units (“PRSUs”) were earned at 44% of target for the 2024-2025 PRSUs and at 72% of target for the 2025-2026 LTI PRSUs. Consistent with our long-term performance incentive philosophy, the shares of common stock underlying the earned PRSUs are subject to a subsequent vesting period, and will vest equally in 2027 and 2028, subject to continued service through each vesting date. •Granted a new hire equity award to Ryan Benton, our CFO, in connection with his hiring in April 2025 and a one-time special service-based equity award to Ajay Marathe in January 2025 to support his continued service and leadership in executing on our strategic priorities.

  44. Executive Compensation Components

    | | | | | | | % of Total Annual Target Compensation | | | | | Element | | | Purpose | Form of Payout | CEO | Other NEOs | Material Terms | | Fixed | Base Salary | | | Provide a competitive level of fixed compensation | Cash | 8% | 17% | •Represents internal pay equity considerations and may be increased periodically based on factors such as market competitiveness, changes in roles or expansion of duties | | Variable (“At-Risk”) | Annual Incentive Plan (AIP) | | Corporate CSFs | Motivate and reward achievement of critical goals and objectives that contribute to our long-term growth | Cash or RSUs | 8% | 12% | •Quantitative scoring system, requiring a threshold score of 65 points up to a maximum of 120 points •Earned based on level of achievement of measurable strategic objectives and priorities •Payouts range from 50% at threshold and capped at 120% maximum for each component •No payouts under Individual CSFs unless Threshold level of Corporate CSFs performance is met | | | | | Individual CSFs | Emphasize individual performance and reward achievements consistent with our business objectives | | | | | | | Long-Term | Annual Long-Term Incentive (LTI) Program | PRSU | Incentivize executives to sustain long-term performance over a 4-year time horizon | Equity | 42% | 35% | •Represents 50% of annual LTI award •Earned based on achievement of specified goals over two one-year fiscal periods •Payouts range from 50% at threshold and capped at 200% maximum •Any earned RSUs are thereafter subject to service-based vesting, with 50% delivered one year and 50% delivered two years after the applicable performance period | | | | | RSU | Provide a retention incentive that promotes alignment with stock price performance | Equity | 42% | 35% | •Represents 50% of annual LTI award •Vest ratably on a quarterly basis over 4 years |

  45. CEO TARGET & REALIZED COMPENSATION

    CEO TARGET & REALIZED COMPENSATION 1.Target value reflects: (i) base salary rate each year, (ii) target AIP bonus award, and (iii) intended grant date value of LTI equity awards (50% PRSUs and 50% service-based RSUs). 2.Realized value reflects: (i) the actual base salary paid during the calendar year, (ii) the actual AIP award earned for that performance year, and (iii) the actual value of the LTI equity on the vesting date during the relevant fiscal year (based on the closing price of Enovix’s common stock on the vesting date (or if on a weekend or holiday, the trading day immediately prior to the vesting date (“Closing Stock Price”)) calculated as follows: •For LTI PRSUs: the number of earned PRSUs (regardless of performance year) delivered to Dr. Talluri during the relevant fiscal year, multiplied by the applicable Closing Stock Price. This reflects the impact of the continued service-based vesting requirement after the end of the applicable performance period. •For LTI Service-based RSUs: the number of RSUs that vested during the relevant fiscal year, multiplied by the applicable Closing Stock Price. Realized value excludes the one-time new hire equity award of 2,000,000 RSUs granted in connection with Dr. Talluri’s hiring in 2023, which vest over a five-year period subject to continued service. These RSUs were awarded in part as a make-whole grant to replace forfeited prior compensation and to induce Dr. Talluri to join Enovix, and do not represent regular, ongoing pay.

  46. Stockholder Engagement and Say-on-Pay

    | What We Heard | Our Response and Perspective | | Most stockholders requested greater transparency regarding our AIP structure, goals and resulting payouts to better understand the objective, formulaic structure of the program and rigorous nature of the goals. | This CD&A provides additional information with respect to our compensation program and performance goals for completed performance periods, including additional insight into the Compensation Committee’s analysis with respect to their decisions on awards. Specifically, we have explained the performance metrics under our AIP and also highlighted the major components for any payouts. | | Most stockholders requested additional disclosures regarding our LTI program structure and goals, including the multi-year performance periods to enable a better understanding of the long-term performance nature of the program. | This CD&A includes additional information about our LTI program, the goals that underpin the program, the payouts associated with the program and an illustration of its multi-year performance and holding periods, vesting over a three or four-year time period, if achieved. | | Some stockholders inquired about the feasibility of incorporating a relative performance metric, such as relative total shareholder return (“TSR”), as a component of our LTI PRSUs. | Our Compensation Committee has carefully considered the appropriateness of relative metrics including TSR and does not believe they would effectively motivate or reward executives’ performance or serve stockholders’ best interests due to the pre-commercial nature of our business and limited number of direct competitors. As a pre-commercial company, we do not have material revenue or profits against which to judge our execution, negating the possibility of relative financial performance comparisons. As a result, market-based measures of our performance are inherently more subjective and influenced by evolving views of our commercialization progress and risks, which can contribute to greater stock price volatility than more-established companies. Our unique status as a publicly-traded, development stage advanced battery technology company also means that there are very few directly comparable public peers against which it would be appropriate to measure our relative returns. Because our success is measured by achievement of research and development milestones and other key strategic and operational goals, the Compensation Committee believes our current milestone-based PRSU structure is effective and strongly aligns pay outcomes with performance execution that will ultimately translate to stockholder value creation. As we mature, the Compensation Committee intends to continue to assess the feasibility of incorporating relative metrics into our long-term incentive structure. |

  47. 2025 SAY-ON-PAY RESULTS

    •Actual payouts reflect rigor of goals: The Compensation Committee remains committed to a philosophy that ensures executive compensation is directly responsive to Company results and the stockholder experience. While the target value of our CEO’s compensation may appear elevated relative to the peer group against which third parties may assess us, the Compensation Committee believes his target opportunity is well-situated within an appropriately competitive range of our peer group, which is a better reflection of companies against whom we compete for talent. Further, the realized compensation actually received by our CEO demonstrates the high degree of 'at-risk' alignment in our program as shown in the bar graph above under “CEO Target and Realized Compensation.” •Use of strategic and financial goals tailored to the Company’s business stage: The Compensation Committee believes that our current stage of development requires a bespoke incentive structure to drive the specific, high-stakes behaviors necessary for a successful long-term growth strategy and commercial execution. Our PRSU structure uses key performance milestones to incentivize and, if achieved, reward the complex and multi-faceted decision-making and operational execution required to navigate the pivotal shift in our business from technological development to scalable commercialization. This approach ensures that executives’ pay opportunities and outcomes are strictly contingent upon the delivery of the strategic, operational and financial objectives that will define our long-term success. 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.

  48. Compensation Governance Practices

    | WHAT WE DO | | | ✓ | Significant portion of executive officer pay is variable and linked to Company and individual performance | | ✓ | Emphasis on long-term stock-based compensation, driving focus on strategic long-term priorities | | ✓ | Pay levels are market aligned with peer group | | ✓ | PRSUs with enhanced post-vesting stock holding requirements | | ✓ | Robust clawback policy covering various types of misconduct or negligent conduct | | ✓ | Active engagement with stockholders | | ✓ | Independent compensation consultant reports directly to Compensation Committee |

  49. Compensation Governance Practices

    | WHAT WE DON’T DO | | | ✗ | No guaranteed annual bonuses or performance-based equity incentive payouts if performance levels are not achieved | | ✗ | No uncapped incentive award payouts | | ✗ | No single-trigger change in control provisions | | ✗ | No tax gross-ups | | ✗ | No excessive perquisites | | ✗ | No pledging, hedging or short sales of our stock | | ✗ | No supplemental executive retirement plans |

  50. Annual Incentives

    Annual Incentives Our annual incentive program (AIP) is a rigorous incentive program designed to drive execution of near-term strategic and operational priorities through a comprehensive set of Critical Success Factors (CSFs) set at the corporate level, with quarterly objectives focused on strategic priorities for the Company. The 2025 CSFs were designed to directly link annual incentive outcomes to the Company’s highest-priority strategic initiatives, including commercialization, manufacturing scale-up and product innovation. In 2025, the Compensation Committee: •Established rigorous, multi-dimensional performance objectives through our CSFs, which centered on four key organizational areas: sales, manufacturing, technology development and financial metrics as described in greater detail below; and •Elected to deliver earned AIP bonus compensation in the form of equity, reinforcing alignment with long-term stockholder value and conserving cash during the Company’s scale-up phase.

  51. Long-term Incentives

    Long-term Incentives Our long-term incentive (LTI) program is designed to align executive compensation with sustained performance and long-term stockholder value creation through a multi-year time horizon. Our LTI program consists of: •50% time-based restricted stock units (RSUs) that vest quarterly over four years, supporting retention and long-term alignment with stockholders; and •50% performance-based restricted stock units (PRSUs) that are earned based on achievement of performance objectives over two separate one-year performance periods, reinforcing accountability for execution against key operational and financial goals. To ensure long-term alignment with the stockholder experience, any earned PRSUs thereafter remain subject to continued service-based vesting requirements and are delivered in two equal installments one and two years after the end of performance period. This extended holding period ensures that our executives remain focused on enduring value creation well beyond the initial performance window. This structure provides a balanced approach that emphasizes both sustained service and the achievement of critical performance milestones over time. The Compensation Committee believes this structure appropriately balances near-term execution with sustained long-term value creation.

  52. Long-term Incentives

    | Enovix Corporation | 41 | 2026 Proxy Statement |

  53. Long-term Incentives

    2025 Compensation Design and Decisions

  54. Annual Incentive Program

    Annual Incentive Program For 2025, the AIP target opportunity for our NEOs was as follows:

  55. Annual Incentive Program

    | | Fiscal Year 2025 | | | | Name | Salary(1) ($) | AIP Target $ Opportunity ($) | AIP Target % of Salary (%) | | Dr. Raj Talluri | 625,006 | 625,006 | 100 | | Ryan Benton (2) | 425,000 | 255,000 | 60 | | Ajay Marathe | 477,405 | 381,924 | 80 | | Arthi Chakravarthy | 367,987 | 220,792 | 60 |

  56. Annual Incentive Program

    1.Using annualized salary for fiscal year 2025. 2.Since Mr. Benton joined Enovix in April 2025, he was not eligible to participate in the AIP for the first quarter of fiscal year 2025.

  57. 2025 AIP PROGRAM

    2025 AIP PROGRAM Based on feedback from engagement with our stockholders, as well as data from our Compensation Consultant regarding the peer practices for companies in similar stages of development, our Compensation Committee determined that it would slightly modify the AIP in 2025 to move from five eligibility periods (four quarterly and one annual) to four quarterly eligibility periods. This meant that beginning with the first quarter of 2025, our executives would be eligible for a quarterly target bonus equal to 25% of their AIP target amount. The Compensation Committee retained final discretion over and approved all quarterly bonus payments under the 2025 AIP and as in prior years, the payout under the AIP was payable in the form of cash or equity at the option of the Compensation Committee. For 2025, the Compensation Committee again elected to ultimately pay all amounts earned under the AIP for each quarter in equity, in the form of fully vested RSUs.

  58. 2025 AIP PROGRAM

    | Enovix Corporation | 42 | 2026 Proxy Statement |

  59. CSF SELECTION AND SCORING

    CSF SELECTION AND SCORING The Compensation Committee uses a structured scoring framework consisting of annual corporate performance objectives (“Corporate CSFs”) and individual performance objectives (“Individual CSFs”) designed to ensure rigor, transparency, and consistency in evaluating corporate and individual performance outcomes. CSFs are evaluated on a quarterly basis against clearly defined, pre-established criteria. On average, 18 to 20 Corporate CSFs are selected for each quarter based on the Company’s annual operating plan and long-term strategic initiatives, totaling a maximum of 120 points available to be earned for that quarter. Each CSF ranges in value between 2 and 5 points at the low end, and up to 10 or 15 points at the high end. No individual goal is material in determining the AIP bonus payout. The CSFs at the high end of the range are considered the most critical goals for the Company for that performance period and typically require substantial effort to achieve. Similar to the Corporate CSFs, Individual CSFs have a maximum of 120 points available to be earned for each quarter, although the number of Individual CSFs for an executive is typically less than Corporate CSFs and therefore, each is worth a greater amount of points. A minimum final score of at least 65 points is required for any payout in respect of CSFs for a quarter. Thereafter, the payout percentage is determined based on the points earned as follows (with linear interpolation applied for points achieved that fall between each level below):

  60. CSF SELECTION AND SCORING

    | | Points Achieved (#) | Payout (%) | | Threshold | 65 | 50% | | Target | 80-100 | 100% | | Maximum | 120 | 120% |

  61. CSF SELECTION AND SCORING

    | Target AIP Bonus (25% of Total $ Value)X | Corporate CSF Payout % (0% to 120%)X | Individual CSF Payout % (0% to 120%) | = | Final AIP Bonus ($) |

  62. CSF SELECTION AND SCORING

    | | | < 65 Corporate CSF Points | | No AIP Bonus Payout |

  63. 2025 Individual CSFs

    2025 Individual CSFs The Compensation Committee next considered each NEO’s performance against their respective Individual CSFs for each quarter of fiscal year 2025. As described above, in the event the Corporate CSF threshold level of performance is not achieved, there is no payout in respect of Individual CSFs. Accordingly, since the Corporate CSF threshold level was not achieved for the fourth quarter of 2025 as reflected in the table above, the NEOs were not scored nor did they earn a payout in respect of their Individual CSF performance for that quarter. In accordance with the terms of AIP approved by the Compensation Committee, our CEO’s Individual CSF payout factor for each quarter is in all cases equal to the Corporate CSF payout factor for the respective quarter. As a result, Dr. Talluri’s Individual CSF payout factor for each quarter of fiscal year 2025 was equal to the Corporate CSF payout factor set forth in the table above. Mr. Benton joined Enovix in April 2025 and therefore was not eligible for the AIP in the first quarter of 2025. Pursuant to Company policy, Mr. Benton’s Individual CSF payout factor was set at 100% for the second quarter of 2025 and pro-rated for the number of days from his start date until the end of the second quarter. Thereafter, the Compensation Committee reviewed his performance against his Individual CSFs, a defined set of operational and financial priorities, with input from our CEO, and determined that for the third quarter, his Individual CSF payout factor was 100%. For our other two NEOs, Mr. Marathe and Ms. Chakravarthy, the Compensation Committee considered their individual performance for each quarter of fiscal year 2025 versus their respective Individual CSFs, in each case with input from our CEO. After consideration of each NEO’s performance against their respective quantitative and qualitative CSFs, the Compensation Committee ultimately determined that the Individual CSF payout factor for the first three quarters of fiscal year 2025 for each was as follows: Mr. Marathe – 100%, 82% and 70% respectively; and Ms. Chakravarthy – 100% for each quarter.

  64. Final 2025 AIP Bonus Payouts

    Final 2025 AIP Bonus Payouts As described above, the quarterly AIP bonus payout for each NEO was determined by taking the NEO’s eligible salary multiplied by his or her target opportunity amount on a quarterly basis (i.e. 25% of the Target AIP Bonus opportunity) and multiplying that amount by the product of the Company CSF and the Individual CSF payout percentages. After applying the respective scoring for the Corporate CSFs and Individual CSFs for each quarter, the Compensation Committee approved the following payouts under the AIP bonus, which the Compensation Committee elected to pay in fully-vested RSUs for each quarter of fiscal year 2025:

  65. Final 2025 AIP Bonus Payouts

    | Name | 2025 Target Annual Bonus(1) ($) | Q1 Actual Bonus(2) ($) | Q2 Actual Bonus ($) | Q3 Actual Bonus ($) | Q4 Actual Bonus ($) | Aggregate 2025 Actual Bonus ($) | Aggregate Bonus as % of Target (%) | Shares of Common Stock Received (#) | | Dr. Raj Talluri | 625,006 | 148,750 | 156,252 | 70,421 | — | 375,422 | 60% | 42,257 | | Ryan Benton(3) | 255,000 | — | 53,942 | 42,798 | — | 96,740 | 38% | 10,861 | | Ajay Marathe | 381,924 | 92,700 | 78,294 | 45,083 | — | 216,078 | 57% | 24,679 | | Arthi Chakravarthy | 220,792 | 53,590 | 55,198 | 37,056 | — | 145,845 | 66% | 16,683 |

  66. Final 2025 AIP Bonus Payouts

    1.Using annualized salary for fiscal year 2025. 2.All salary increases in 2025 were effective as of April 1, 2025 for all pay periods thereafter. Accordingly, the Q1 Actual Bonus was calculated using the Target AIP Bonus amount for the respective NEO’s applicable base salary prior to the increase. In addition, Mr. Benton was not eligible to earn a Q1 bonus since he joined Enovix in April 2025. 3.As described above, Mr. Benton was not eligible to earn a Q1 bonus since he joined Enovix on April 14, 2025, and his bonus for the second quarter was pro-rated based on his start date. The resulting payouts reflect below-target performance overall, consistent with the Company’s pay-for-performance philosophy.

  67. Final 2025 AIP Bonus Payouts

    | Enovix Corporation | 45 | 2026 Proxy Statement |

  68. Long-Term Equity Incentive Program

    Long-Term Equity Incentive Program We use long-term incentive stock awards consistent with our compensation philosophy to attract, retain and motivate our executive officers, reward sustained performance over multiple years, align the interests of our executives with those of our stockholders, enhance the personal stake of executive officers in the growth and success of the Company and support the retention of key leadership talent. Our long-term incentive (LTI) program is comprised of performance-based RSUs (PRSUs) and time-based RSUs. Our practice is to review and approve annual equity awards for executives at the regularly scheduled meetings of our Compensation Committee and Board in February. 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 1st. We may occasionally grant off-cycle equity awards to executives in connection with a new hire or promotion, or for recognition, retention, or other strategic purposes. During 2025, we issued Mr. Benton a new hire equity grant of 748,752 service-based RSUs with a grant date value of $4,500,000 upon commencement of his employment as our Chief Financial Officer in April 2025. The Compensation Committee determined Mr. Benton’s award value taking into consideration his experience and the need to offer a sufficiently competitive opportunity to induce him to leave his former employer, including the forfeiture of any outstanding incentive awards. As with other similar new hire grants, the RSUs vest over five years, with 1/5 vesting on the first anniversary of the grant date and then quarterly thereafter over the following four years. In addition, consistent with our compensation policies, Mr. Benton was not eligible to participate in the 2025 LTI Program. For 2026, he is participating in our annual LTI program on the same basis as our other NEOs, pursuant to which he is being awarded a grant with a target value of approximately $2,500,000 comprised of the same equal mix of RSUs and PRSUs as our other NEOs. In addition, the Compensation Committee decided to grant a one-time special award designed specifically to retain Mr. Marathe given the near-term criticality of maintaining his operational leadership to continue to progress our business objectives amid ongoing organizational restructuring within the Company. This equity incentive was issued to Mr. Marathe in January 2025 in the form of 160,513 service-based RSUs with a grant date value of $2,000,000. In establishing the value of this award, the Compensation Committee also took into consideration his deep experience and the need to strengthen the value of his near-term unvested equity opportunity to deter him from competing opportunities in a thin competitive market for executives of his caliber, background and experience. The RSUs vest 50% on the one-year anniversary of the grant date and the remaining 50% was to vest on the second anniversary of the grant date. However, Mr. Marathe retired from the Company in February 2026, and therefore the remaining 50% of the RSUs were ultimately forfeited.

  69. Long-Term Equity Incentive Program

    | Enovix Corporation | 46 | 2026 Proxy Statement |

  70. 2025 EQUITY AWARDS

    2025 EQUITY AWARDS The equity grant amounts under the LTI program 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, Inc. (“Compensia”), its independent compensation consultant. As in prior years, the Compensation Committee carefully reviewed a competitive market analysis prepared by Compensia to ensure alignment with market practices and the industries in which we compete for talent. Consistent with prior years, the fiscal 2025 LTI awards for our NEOs consisted of two forms of equity vehicles: 50% PRSUs and 50% time-based RSUs. Both forms of equity are earned over an extended time horizon. For fiscal year 2025, the Compensation Committee approved the following target award values, which were converted to the corresponding number of PRSUs and RSUs listed below for our NEOs.

  71. 2025 EQUITY AWARDS

    | | | Equivalent number of (2) | | | Name | Target Value of Awards(1) ($) | Target PRSUs (50%) (#) | RSUs (50%) (#) | | Dr. Raj Talluri | 7,000,000 | 470,430 | 470,430 | | Ryan Benton(3) | — | — | — | | Ajay Marathe(4) | 2,000,000 | 134,408 | 134,408 | | Arthi Chakravarthy | 1,500,000 | 100,806 | 100,806 |

  72. 2025 EQUITY AWARDS

    1.Reflects target values of awards on the date of grant. These target values differ from the amounts shown in the “Stock Awards” column of the Summary Compensation Table, which represent grant date fair values determined pursuant to ASC 718. 2.Number of RSUs calculated by dividing allocated portion of target value of awards by $7.44, the closing price of Enovix common stock on the grant date, April 1, 2025. 3.Since Mr. Benton joined Enovix in April 2025, he was not eligible to participate in the 2025 LTI program. 4.Mr. Marathe retired on February 17, 2026, prior to the determination date of the PRSUs. Therefore, all of his unearned PRSUs were forfeited, in addition to the balance of his unvested RSUs as of the retirement date.

  73. RSU AWARDS

    RSU AWARDS Fifty percent (50%) of the LTI equity award for each NEO for fiscal year 2025 was issued in the form of time-based RSUs. These service-based RSUs vest ratably over four years in equal quarterly installments, subject to continued service. Payouts are made in the form of shares of our common stock, so the value of an RSU award increases or decreases based on stock price performance from the grant date, further aligning the interests of the executive with long-term stockholder value creation. Before an RSU vests, the holder has no ownership rights in the shares and is not entitled to dividends or dividend equivalents.

  74. PRSU AWARDS

    | | PRSU Payout (%) | | Threshold | 50% | | Target | 100% | | Maximum | 200% |

  75. 2025-2026 LTI PRSU Awards

    2025-2026 LTI PRSU Awards For the 2025-2026 LTI PRSU awards, the Compensation Committee approved an aggressive set of strategic goals for the NEOs, including financial targets that required continued sustained strong performance in an uncertain economic environment, equally challenging commercial, technology development and operational targets, and a focus on continued progress toward positioning the Company to achieve its long-term commercial objectives. Whereas the goals for the previous 2024-2025 LTI program were comprised of two performance metrics weighted equally for each performance period (FY 2024 and FY 2025), the Compensation Committee determined that for 2025 it would utilize four performance metrics weighted equally (25% each) for each of the performance periods (FY 2025 and FY 2026).

  76. 2025-2026 LTI PRSU Awards

    | Enovix Corporation | 48 | 2026 Proxy Statement |

  77. 2025-2026 LTI PRSU Awards

    The performance metric and the relative results for fiscal year 2025 for the 2025-2026 LTI PRSUs are as set forth below:

  78. 2025-2026 LTI PRSU Awards

    | | Performance Metric | Weighting (%) | Achievements | Payout (%) | | | Sales: Achieve between 2 to 6 "design wins," defined as customer commitments to use an Enovix product for an end market application as evidenced by meeting at least 3 out of 6 objective criteria. | 25% | 6 different customers across the mobile, defense and internet of things (IoT) markets met at least 4 of the 6 criteria for a design win. | 200% | | | Manufacturing: Meet specified manufacturing production and performance targets. | 25% | Met some but not the threshold level of key metrics required. | 0% | | | Technology Development: Achieve key milestones for commercial launch of Enovix silicon batteries by specified dates. | 25% | Met some but not the threshold level of key metrics required. | 0% | | | Financial Performance: 2025 Product Revenue growth. | 25% | Delivered record full-year 2025 revenue of $31.8 million, compared to $23.1 million in 2024, representing 38% year-over-year growth, primarily reflecting defense and industrial shipments. | 87% | | Final Payout for FY25 Performance: 72% of Target | | | | |

  79. 2025-2026 LTI PRSU Awards

    The results reflect the differentiated nature of the performance metrics, with strong commercial execution offset by underperformance in certain technology and operational objectives. As a result of the foregoing performance, the NEOs earned the following 2025-2026 LTI PRSUs for the fiscal year 2025 performance period, which will vest 50% on each of the second and third anniversaries of the grant date:

  80. 2025-2026 LTI PRSU Awards

    | | | Earned PRSUs | | | Name | Target PRSUs for FY 2025 (#) | Delivered in 2027 (#) | Delivered in 2028 (#) | | Dr. Raj Talluri | 235,215 | 84,406 | 84,407 | | Ajay Marathe(1) | 67,204 | — | — | | Arthi Chakravarthy | 50,403 | 18,086 | 18,088 |

  81. 2025-2026 LTI PRSU Awards

    1.The PRSUs were forfeited due to Mr. Marathe's retirement prior to the determination date for the PRSUs.

  82. 2025-2026 LTI PRSU Awards

    | Enovix Corporation | 49 | 2026 Proxy Statement |

  83. 2024-2025 LTI PRSU Awards

    2024-2025 LTI PRSU Awards For the fiscal year 2025 performance period of the 2024-2025 LTI PRSUs, the performance metric and relative results are as set forth below:

  84. 2024-2025 LTI PRSU Awards

    | | Performance Metric | Weighting (%) | Achievements | Payout (%) | | | Manufacturing: Meet specified level of design cost for new manufacturing line | 50% | New line design cost reduced as a result of anticipated decrease in capital expenditures for a second high volume manufacturing line due to design simplifications, repeat-order efficiencies, architectural enhancements, and supplier alignment. | 88% | | | Financial Performance: 2025 Product Revenue growth | 50% | Did not meet the specified level of revenue growth targets. | 0% | | Final Payout for FY25: 44% of Target | | | | |

  85. 2024-2025 LTI PRSU Awards

    As a result of the foregoing performance, the NEOs earned the following 2024-2025 LTI PRSUs for the fiscal year 2025 performance period, which will vest 50% on each of the third and fourth anniversaries of the grant date:

  86. 2024-2025 LTI PRSU Awards

    | | | Earned PRSUs | | | Name | Target PRSUs for FY 2025 (#) | Delivered in 2027 (#) | Delivered in 2028 (#) | | Dr. Raj Talluri | 206,360 | 45,399 | 45,399 | | Ajay Marathe(1) | 67,659 | — | — | | Arthi Chakravarthy | 50,744 | 11,163 | 11,163 |

  87. 2024-2025 LTI PRSU Awards

    1.The PRSUs were forfeited due to Mr. Marathe's retirement prior to the determination date for the PRSUs.

  88. 2024-2025 LTI PRSU Awards

    | Enovix Corporation | 50 | 2026 Proxy Statement |

  89. 2024-2025 LTI PRSU Awards

    Other Aspects of Executive Compensation

  90. Compensation Consultant

    Compensation Consultant During fiscal year 2025, the Compensation Committee retained Compensia 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 2025, 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 annually evaluates its relationship with Compensia, including factors to determine whether the firm is independent from management. This review process includes 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.

  91. Peer Group

    Peer Group On an annual basis, the Compensation Committee reviews our executive compensation program as compared to a select group of peer companies to ensure that it is providing market competitive opportunities for each of the NEOs. The peer group consists of publicly traded companies similar in size to Enovix, targeting market capitalizations of approximately 0.25x to 4.0x our market capitalization at the time of selection and trailing four quarters’ revenues of not more than $250 million, given the limited number of comparable companies in a pre-commercial stage like us. At the time of selection, Enovix was positioned at approximately the 60th percentile on the basis of market capitalization, and the 13th percentile on the basis of revenue, given our pre-commercial status. We also screen for companies focused on manufacturing and research and development in industries adjacent to our advanced battery technology business, including electrical components, semiconductors, technology hardware and chemicals that are likely to compete with Enovix for executive talent. The Compensation Committee uses the data derived from the peer group to inform its decisions about NEO compensation including amounts, design, mix of pay components, business performance and any other pertinent considerations. While the Compensation Committee considers peer group compensation data to be an important reference point, it uses such data in conjunction with a range of other factors, including individual performance, experience, retention, internal equity, and the Company’s short and long-term strategic objectives. Each year, the Compensation Committee conducts a review of our peer group composition to make any necessary adjustments such as removing companies that no longer share similar developmental, market and organizational characteristics, or further refining the selection criteria to include companies more relevant to the battery industry and Enovix’s stage of development. 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 2025 compensation decisions to better align with our prioritization of companies within the battery industry and focused on manufacturing and research and development. These changes included the removal of Blink Charging Co., ChargePoint Holdings, Energy Recovery, Eos Energy Enterprises, EVgo, Fisker, FuelCell Energy, Luminar Technologies and Solid Power, and the addition of the companies noted below.

  92. Peer Group

    | Enovix Corporation | 51 | 2026 Proxy Statement |

  93. Peer Group

    For 2025, our peer group consisted of the following publicly traded companies:

  94. Peer Group

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

  95. 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 2025, we did not grant stock options, stock appreciation rights, or similar option-like instruments to our NEOs.

  96. Employment Arrangements With NEOs

    Employment Arrangements With NEOs 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 NEOs provide for at-will employment and set forth the material initial terms of employment. Our NEOs 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 NEOs has executed our standard confidential information and invention assignment agreement. The key terms of these agreements are described below.

  97. 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 on corporate performance metrics. He may be granted future additional equity awards at the discretion of the Board of Directors.

  98. Ryan Benton

    Ryan Benton We entered into an employment agreement with Mr. Benton in April 2025, which governs the current terms of Mr. Benton’s employment with us. The agreement provides for an initial annual base salary of $425,000 and an initial grant of 748,752 RSUs with a five-year vesting period. In addition, Mr. Benton is eligible to receive an annual discretionary bonus of up to 60% of his base salary based on corporate and individual performance metrics. He may also be granted future additional equity awards at the discretion of the Board of Directors.

  99. Ajay Marathe

    Ajay Marathe We entered into an employment agreement with Mr. Marathe in November 2022, which governed the current terms of his employment with us. The agreement provided for an initial annual base salary of $450,000 and an initial grant of 833,000 RSUs with a five-year vesting period. In addition, Mr. Marathe was eligible to receive an annual discretionary bonus of up to 80% of his base salary based on corporate and individual performance metrics. Mr. Marathe retired from the Company on February 17, 2026 and therefore any unvested RSUs were forfeited, together with any unearned PRSUs.

  100. 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 on corporate and individual performance metrics. She may also be granted future additional equity awards at the discretion of the Board of Directors.

  101. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION Our NEOs 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.

  102. PENSION BENEFITS

    PENSION BENEFITS Our NEOs did not participate in, or otherwise receive any benefits under any pension plan sponsored by Enovix during fiscal year 2025.

  103. SEVERANCE AND CHANGE OF CONTROL BENEFITS

    SEVERANCE AND CHANGE OF CONTROL BENEFITS Each NEOs’ 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 NEO’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 should eliminate, or at least reduce, the reluctance of our NEOs 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 NEOs 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. 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 NEOs would have been eligible to receive as of December 28, 2025, are set forth in “Potential Payments upon Termination or Change of Control” below.

  104. Executive Compensation Tables

    | Name and Principal Position | Fiscal Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Dr. Raj Talluri President and Chief Executive Officer | 2025 | 617,505 | — | 6,999,998 | 375,422 | 3,564 | 7,996,489 | | | 2024 | 595,000 | — | 10,420,816 | 422,518 | 13,914 | 11,452,248 | | Ryan Benton Chief Financial Officer | 2025 | 301,042 | — | 4,500,000(3) | 96,740 | 1,518 | 4,899,299 | | Ajay Marathe Former Chief Operating Officer | 2025 | 473,929 | — | 3,999,983(4) | 216,078 | 3,977 | 4,693,967 | | | 2024 | 463,500 | — | 3,499,978 | 266,890 | 10,392 | 4,240,760 | | | 2023 | 450,000 | — | — | 121,259 | 13,949 | 585,208 | | Arthi Chakravarthy Chief Legal Officer | 2025 | 365,308 | | 1,499,993 | 145,845 | 810 | 2,011,955 | | | 2024 | 357,269 | — | 2,439,986 | 184,974 | 7,963 | 2,990,192 |

  105. Potential Payments Upon a Qualifying Termination of Employment

    Potential Payments Upon a Qualifying Termination of Employment

  106. 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 | 625,006 | 625,006 | 8,096,521 | 13,696 | 9,360,229 | | Ryan Benton | 318,750 | 180,625 | 1,714,003 | — | 2,213,378 | | Ajay Marathe | 358,054 | 381,924 | 3,941,643 | 33,129 | 4,714,750 | | Arthi Chakravarthy | 275,990 | 220,792 | 1,370,707 | 31,853 | 1,899,342 |

  107. Potential Payments Upon a Qualifying Termination of Employment

    1.Pursuant to the terms of their respective employment agreements, the NEOs are entitled to 9 months of their base salary then in effect other than Dr. Talluri, who is entitled to receive the equivalent of 12 months of his base salary, all payable in accordance with ordinary payroll practices. 2.The amounts reported in this column represent the 2025 bonus target opportunities under the AIP for our NEOs with an assumption of a full year of employment, other than for Mr. Benton, which is pro-rated from his hire date of April 14, 2025. The amounts reported in this column are before any tax withholding and standard payroll deductions. 3.Pursuant to the terms of their respective employment agreements, the NEOs are entitled to acceleration of a portion of any unvested RSUs that are subject to continued service and have not been assumed by the successor entity (the "Unvested Service RSUs"), calculated assuming their employment had continued for a specified number of months. For Dr. Talluri, that amount is calculated assuming 24 months and for the remaining NEOs, that amount is calculated assuming 18 months (such number of RSUs, referred to as the "Qualifying Termination RSUs"). All of the unvested PRSUs are assumed to be forfeited for the purpose of this disclosure. The value of the accelerated equity awards was calculated using the closing price of our common stock on December 26, 2025 (the last trading day of fiscal year 2025), and the actual realized amount would be different from the estimate reported in this column. 4.Pursuant to the terms of their respective employment agreements, the NEOs are entitled to payment of their COBRA premiums for 9 months after the separation date, other than Dr. Talluri, who is entitled to payment of such premiums for 12 months. Mr. Benton does not currently participate in the Company’s health insurance program.

  108. 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

  109. 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 | 625,006 | 625,006 | 18,351,531 | 13,696 | 19,615,239 | | Ryan Benton | 318,750 | 255,000 | 4,713,234 | — | 5,286,984 | | Ajay Marathe | 358,054 | 381,924 | 6,941,202 | 33,129 | 7,714,309 | | Arthi Chakravarthy | 275,990 | 220,792 | 3,359,001 | 31,853 | 3,887,636 |

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

    1.Pursuant to the terms of their respective employment agreements, the NEOs are entitled to 9 months of their base salary then in effect other than Dr. Talluri, who is entitled to receive the equivalent of 12 months of his base salary, all payable in accordance with ordinary payroll practices. 2.The amounts reported in this column represent the 2025 bonus target opportunities under the AIP for our NEOs with an assumption of a full year of employment, before any tax withholding and standard payroll deductions. 3.Pursuant to the terms of their respective employment agreements, the NEOs are entitled to receive the Qualifying Termination RSUs, as well as an acceleration of 75% of the remaining Unvested Service RSUs as of the termination date. In addition, pursuant to the terms of the 2021 Plan, the NEOs are entitled to acceleration of any outstanding PRSUs that have multiple levels of performance at 100% of the target level of performance if they are not otherwise assumed by the successor entity. The value of the accelerated equity awards was calculated using the closing price of our common stock on December 26, 2025 (the last trading day of fiscal year 2025), and the actual realized amount would be different from the estimate reported in this column. 4.Pursuant to the terms of their respective employment agreements, the NEOs are entitled to payment of their COBRA premiums for 9 months after the separation date, other than Dr. Talluri, who is entitled to payment of such premiums for 12 months. Mr. Benton does not currently participate in the Company’s health insurance program.

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

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  112. Pay Ratio Disclosure

    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 our CEO, Dr. Talluri, during fiscal year 2025. 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. For fiscal year 2025, we did not repeat the process conducted in 2024 to identify the median employee, as we believe there has been no change in our employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure. Accordingly, the median employee in 2025 is the same person as the median employee identified for fiscal year 2024, an equipment engineer based in Malaysia. Once we confirmed our 2025 median employee, we then calculated the 2025 annual total compensation for such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation in 2025 was approximately $52,000. After application of the cost-of-living adjustment described above, our median employee earned approximately $169,800 in total annual compensation. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table included in this Proxy Statement. With the cost-of-living adjustment, the estimated pay ratio is 47:1 between our CEO’s compensation and that of our median employee. Without the cost-of-living adjustment, the estimated pay ratio is 154:1 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.

  113. Pay Ratio Disclosure

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  114. Pay Versus Performance

    Pay Versus Performance

  115. 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 through 2025. 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” in this Proxy Statement.

  116. 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) | | 2025 | 7,996,489 | 1,395,681 | — | — | 3,868,407 | 2,857,183 | 37 | 126 | (156,607) | 31,821 | | 2024 | 11,452,248 | 7,430,266 | — | — | 3,906,121 | 3,092,758 | 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) | — |

  117. 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 has served as our PEO during fiscal years 2025, 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 years 2022 and 2021. Please refer to “Executive Compensation Tables - Summary Compensation Table” for additional information. 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 CAP amount for the years presented below. Amounts for fiscal year 2024 have been revised to correct an administrative error identified in the current year and are presented as restated.

  118. Pay Versus Performance Table

    | | | 2025 | 2024 | | SCT Total for Dr. Talluri - PEO | | $7,996,489 | $11,452,248 | | Less: | Reported value in SCT “Stock Awards” column | (6,999,998) | (10,420,816) | | Plus: | Fair value at fiscal year-end of outstanding and unvested of equity awards granted in the fiscal year | 5,532,586 | 8,341,139 | | Plus: | Change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (6,144,843) | (1,529,334) | | Plus: | Fair value at vesting of equity awards granted and vested in the fiscal year | 1,202,024 | 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 | (190,576) | (2,073,328) | | CAP to Dr. Talluri - PEO | | $1,395,681 | $7,430,266 |

  119. Pay Versus Performance Table

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  120. 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 each of the following fiscal years, our non-PEO NEOs consisted of: (a) 2025: Messrs. Benton, Marathe and Ms. Chakravarthy; (b) 2024: Messrs. Ahmad, Marathe and Ms. Chakravarthy; (c) 2023: Messrs. Ahmad, Marathe, Pietzke, Lahiri, Schmitt and Ms. Chakravarthy; (d) 2022: Messrs. Pietzke, Marathe, Hejlek and Lahiri; and (e) 2021: Messrs. Pietzke and Lahiri. 4.The amounts reported in this column represent the average amount of the CAP to our non-PEO NEOs for fiscal years 2021 through 2025, 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 reported “Total” in the SCT to derive the CAP amount for the years presented below. Amounts for fiscal year 2024 have been revised to correct an administrative error identified in the current year and are presented as restated.

  121. Pay Versus Performance Table

    | | | 2025 | 2024 | | SCT Average Total for Non-PEO NEOs | | $3,868,407 | $3,906,121 | | Less: | Reported value in SCT “Stock Awards” column | (3,333,325) | (3,313,316) | | Plus: | Fair value at fiscal year-end of outstanding and unvested of equity awards granted in the fiscal year | 3,137,670 | 2,439,209 | | Plus: | Change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (1,117,712) | (330,019) | | Plus: | Fair value at vesting of equity awards granted and vested in the fiscal year | 327,868 | 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 | (25,724) | (175,284) | | Average CAP to Non-PEO NEOs | | $2,857,183 | $3,092,758 |

  122. 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. Please refer to “Compensation Discussion and Analysis—Other Aspects of Executive Compensation—Peer Group” for the names of the peer companies and other information. In our proxy statement last year, the peer group used was the peer group disclosed in our “Compensation Discussion and Analysis” section of the proxy statement. 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 fiscal year ended December 28, 2025. 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.

  123. Pay Versus Performance Table

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  124. Most Important Financial Performance Measures to Determine 2025 Compensation Actually Paid

    Most Important Financial Performance Measures to Determine 2025 Compensation Actually Paid The table below lists our most important financial performance measures used to link CAP for our NEOs for fiscal year 2025 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.

  125. Most Important Financial Performance Measures to Determine 2025 Compensation Actually Paid

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

  126. 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 through 2025.