FORMFACTOR INC (FORM)

Sector: Information Technology

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2026 Annual Meeting Analysis

FORMFACTOR INC · Meeting: May 15, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

7

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

7 FOR
✓ FOR
Rebeca Obregon Jimenez

Director since September 2019 with strong semiconductor industry experience; FormFactor's 3-year stock return of +241.7% outperforms the disclosed peer group median of +65.1% by +176.6 percentage points, well above the 65pp threshold required to trigger an AGAINST vote, and no other policy flags apply.

✓ FOR
Sheri Rhodes

Director since December 2019 with relevant technology and finance expertise; FormFactor's exceptional stock performance versus peers clears all TSR thresholds by a wide margin, and no other policy concerns are present.

✓ FOR
Michael D. Slessor

CEO and director since October 2013 with deep semiconductor industry knowledge; as an executive director he is subject to the same TSR test as other directors, but FormFactor's +241.7% three-year stock return outperforms peer median by +176.6pp — far exceeding the 65pp trigger threshold — so no TSR concern applies, and his single outside board seat at Benchmark Electronics does not constitute overboarding.

✓ FOR
Thomas St. Dennis

Board Chairperson since 2016 with extensive semiconductor leadership experience; the strong TSR outperformance versus peers eliminates any performance-based concern, and his two outside board seats (Axcelis and Veeco) do not exceed the overboarding threshold.

✓ FOR
Kelley Steven-Waiss

Director since August 2015 with deep human capital management and technology executive experience; FormFactor's peer-beating stock performance raises no TSR concerns, and no other policy flags are triggered.

✓ FOR
Jorge Titinger

Director since June 2021 with over 30 years of semiconductor industry experience; his two current outside public board seats (Ichor and Axcelis) do not exceed the overboarding limit, and FormFactor's outstanding TSR versus peers eliminates any performance concern.

✓ FOR
Brian White

Director since September 2022 with deep financial and semiconductor expertise and CPA credentials satisfying audit committee financial expert requirements; the company's exceptional three-year TSR performance versus peers clears all policy thresholds by a wide margin.

All seven director nominees receive a FOR vote. FormFactor's three-year stock return of +241.7% outperforms its disclosed compensation peer group median of +65.1% by +176.6 percentage points, which is well above the 65pp threshold that would trigger an AGAINST vote for a company with strong positive absolute returns. No director is overboarded, no attendance concerns were disclosed, no familial relationships with management were identified, and the board includes a published skills matrix with clear expertise across relevant disciplines.

Say on Pay

✓ FOR

CEO

Michael D. Slessor

Total Comp

$5,481,644

Prior Support

98%%

CEO Michael Slessor's total compensation of $5,481,644 is reasonable for the leader of an $8 billion semiconductor test and measurement company, and the program is heavily weighted toward variable, performance-linked pay including time-based and performance-based equity awards. The pay-for-performance alignment is strong: FormFactor generated record revenues of $785 million in 2025, its stock returned +241.7% over three years versus a peer median of +65.1%, and the TSR percentile rank within the S&P Semiconductors Select Industry Index reached the 67th percentile in 2025. The company's shareholders gave over 98% approval at the 2025 annual meeting, and the compensation structure includes a clawback policy, double-trigger change-in-control provisions, and no guaranteed bonuses or tax gross-ups.

Auditor Ratification

✓ FOR

Auditor

KPMG LLP

Tenure

12 yrs

Audit Fees

$2,408,700

Non-Audit Fees

$0

KPMG has served as FormFactor's auditor since 2013 — approximately 12 years — well below the 25-year threshold that would raise tenure concerns. The company paid zero non-audit fees in fiscal year 2025, meaning the non-audit fee ratio is 0%, far below the 50% threshold that would signal independence concerns. KPMG is a Big 4 firm fully appropriate for a company of FormFactor's size and complexity.

Overall Assessment

FormFactor's 2026 annual meeting ballot is straightforward and shareholder-friendly: all seven director nominees receive a FOR vote supported by exceptional three-year stock performance that outperforms the company's own peer group by +176.6 percentage points, KPMG's audit engagement is clean with zero non-audit fees and a tenure of only 12 years, and the Say on Pay program is well-structured with performance-linked compensation aligned to record revenues and outstanding shareholder returns. There are no stockholder proposals on the ballot, and the two non-standard proposals — a Delaware officer exculpation charter amendment and an equity plan share increase — are routine governance and compensation matters requiring case-by-case shareholder judgment.

Filing date: April 2, 2026·Policy v1.2·high confidence

Compensation Peer Group

17 companies disclosed in 2026 proxy filing

AEISAdvanced Energy Industries
AOSLAlpha and Omega Semiconductor
ACLSAxcelis Technologies
COHUCohu
ICHRIchor
LSCCLattice Semiconductor
MTSIMACOM Technology Solutions
MXLMaxLinear
MKSIMKS Instruments
ONTOOnto Innovation
PLABPhotronics
POWIPower Integrations
SMTCSemtech
SLABSilicon Laboratories
UCTTUltra Clean Holdings
VECOVeeco Instruments
VIAVViavi Solutions