8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 21, 2022

Registrant's telephone number, including area code: (978) 253-6200

(Former name or former address, if changed since last report): Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Election of Director

Effective March 21, 2022, the Board of Directors (“the Board”) of Onto Innovation Inc. (the “Company”) appointed May Su to the Board to hold office until the 2022 Annual Meeting of Stockholders (the “Annual Meeting”). With this appointment the Board increased the size of the Board from the current eight members to nine members. Ms. Su was identified through a search process that was commenced in anticipation of Edward J. Brown, Jr.’s and Bruce C. Rhine’s previously announced retirement from the Board effective as of the Company’s Annual Meeting, which is expected to be held in May 2022.  The search process was led by the Nominating & Governance Committee. The Company issued a news release regarding Ms. Su’s appointment to the Board, which is filed as Exhibit 99.1.

Ms. Su is Chief Executive Officer of Kateeva, Inc., a company that builds inkjet deposition equipment solutions. Prior to becoming CEO, she served as Chief Marketing Officer of Kateeva from January 2018 until March 2020.  From May 2019 to March 2020, she also served as Kateeva’s Senior Vice President of sales. Prior to Kateeva, Ms. Su was an independent consultant from 2016 to 2018.  From 2012 to 2016, Ms. Su served as Vice President, Strategic Marketing and then Vice President, Strategic OEM Sales for Brooks Automation, Inc., a provider of automation, vacuum and instrumentation equipment for multiple markets, including semiconductor manufacturing, technology device manufacturing and life sciences.  From 2009 to 2012, Ms. Su was Vice President & General Manager for Crossing Automation Inc., a manufacturer of fab and tool automation products, which was acquired by Brooks Automation in 2012.  Prior to joining Crossing Automation, Ms. Su was President of U.S. & European Field Operations for Nova Measuring Instruments, Ltd., a provider of metrology devices for advanced process control used in semiconductor manufacturing, and before that held senior management roles with Aviza Technology, Inc., New-Wave Research, Inc., KLA-Tencor Corporation and Lam Research Corporation.  Ms. Su has served on the board of directors of Kateeva, Inc. since 2020.  She received her B.S. in Mechanical Engineering from Cornell University, her M.S. in Mechanical Engineering from University of California, Berkeley and her M.B.A. from the Santa Clara University-Leavey School of Business.

Ms. Su has been appointed to the Compensation Committee of the Board. As compensation for her services on the Board, Ms. Su will receive compensation consistent with the Company’s current compensatory arrangement for non-employee directors, as described under the heading “Compensation of Directors” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 1, 2021. Ms. Rogge will also enter into a director Indemnification Agreement in the form filed as Exhibit 10.1 to the Form 8-K filed on September 13, 2021.

The Board has determined that Ms. Su qualifies as an “independent director,” as that term is defined in Item 407(a) of Regulation S-K, and also determined, after a review of her qualifications, that Ms. Su meets the additional New York Stock Exchange independence requirements for serving on the Compensation Committee.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Onto Innovation Inc.

onto-ex991_6.htm

EXHIBIT 99.1

Onto Innovation Welcomes May Su

to its Board of Directors

Wilmington, Mass., March 21, 2022 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation”, “Onto”, or the “Company”) today announced May Su has joined its board of directors.

With over 35 years of leadership experience within the semiconductor capital equipment industry, May Su brings a strong background in strategy and strategic marketing to Onto Innovation’s board of directors. Additionally, she has significant experience in senior management and sales roles from companies such as Lam Research, KLA, Aviza, and Brooks Automation. Ms. Su spent seven years at Brooks Automation in various roles including vice president and general manager for Crossing Automation and vice president of strategic OEM sales. In her final role as vice president of strategic marketing, she was responsible for defining new revenue streams, driving the discussions on trends, customer insights, and early phases of development. Since 2018, Ms. Su was chief marketing officer and currently serves as the CEO of Kateeva, Inc., a privately held display capital equipment company.

“May will bring significant international experience to the Onto Innovation board of directors. Born in Taiwan, May has a long history of business experience in Asia dating back to 1990 when she was serving as strategic sales manager of Asia operations at Lam Research. We believe her broad technology experience and knowledge of our global customer base will bring applicable knowledge and insights to our board,” said Christopher Seams, chairman of Onto Innovation’s board of directors.

“May’s strengths and her background complement our board extremely well. Her very relevant international perspectives, her proven track record in business development, and her history of developing winning corporate strategies across several companies will be valuable as the Onto Innovation team seeks to maximize its growth potential across several exciting markets,” said Mike Plisinski, chief executive officer of Onto Innovation.

Ms. Su concluded, “Onto Innovation has become a strategic supplier of process control software and hardware to the semiconductor industry over the past two years. I am looking forward to contributing to this talented team, especially when the company has a continued strong growth outlook for the years ahead.”

About Onto Innovation Inc.

Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies, which include: Un-patterned wafer quality; 3D metrology spanning chip features from nanometer scale transistors to large die interconnects; macro defect inspection of wafers and packages; metal interconnect composition; factory analytics; and lithography for advanced semiconductor packaging.

Our breadth of offerings across the entire semiconductor value chain helps our customers solve their most difficult yield, device performance, quality, and reliability issues. Onto Innovation strives to optimize their customers’ critical path of progress by making them smarter, faster and more efficient.

Headquartered in Wilmington, Massachusetts, Onto Innovation supports customers with a worldwide sales and service organization.

Additional information can be found at www.ontoinnovation.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) which include statements regarding changes to the Board of

Directors, anticipated benefits from such changes as well as other matters that are not purely historical data. Onto Innovation wishes to take advantage of the “safe harbor” provided for by the Act and cautions that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond Onto Innovation’s control. Such factors include, but are not limited to, the length, severity and potential business impact of the COVID-19 pandemic, the Company’s ability to leverage its resources to improve its position in its core markets; its ability to weather difficult economic environments; its ability to open new market opportunities and target high-margin markets; the strength/weakness of the back-end and/or front-end semiconductor market segments; fluctuations in customer capital spending; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; its ability to adequately protect its intellectual property rights and maintain data security; its ability to effectively maneuver global trade issues and changes in trade and export license policies; the Company’s ability to maintain relationships with its customers and manage appropriate levels of inventory to meet customer demands; and the Company’s ability to successfully integrate acquired businesses and technologies. Additional information and considerations regarding the risks faced by Onto Innovation are available in Onto Innovation’s Form 10-K report for the year ended January 1, 2021 and other filings with the Securities and Exchange Commission. As the forward-looking statements are based on Onto Innovation’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance or achievements. Onto Innovation does not assume any obligation to update the forward-looking information contained in this press release.

Source: Onto Innovation Inc.

ONTO-I

Contacts:

Investor Relations:

Michael Sheaffer, +1 978.253.6273

mike.sheaffer@ontoInnovation.com

Trade Press:

Amy Shay, +1 952.259.1794

amy.shay@ontoinnovation.com