ONTO Onto Innovation Inc

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.