🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Onto Innovation Inc. Think of it as the company's official "shareholder meeting invitation and information packet." It's required by the SEC when a company asks its owners (shareholders) to vote on important issues.

The big vote is happening at the Annual Meeting on May 20, 2026. This document tells you what you're voting on and gives you all the background info you need to make an informed decision.

👉 Why it matters: If you own ONTO stock, this is your chance to have a say in how the company is run—from electing its leaders to approving its pay practices.

🏢 What The Company Does

In simple terms, Onto Innovation makes the high-tech machines and software that other companies use to build semiconductors (chips). They are a key supplier to the semiconductor manufacturing industry.

Their tools help chipmakers inspect wafers, measure tiny features, and pattern circuits—all critical steps in making the advanced chips that power everything from smartphones to AI servers. They were formed in 2019 by merging two companies: Rudolph Technologies and Nanometrics.

🗳️ The Main Voting Proposals

You're being asked to vote on four items. Here’s the quick breakdown:

Elect Directors: Vote to approve the 7 people nominated to the Board of Directors (like voting for a school board). These individuals oversee the company's big-picture strategy.
Approve Executive Pay (Advisory Vote): This is the "Say-on-Pay" vote. It's your chance to show approval (or disapproval) of how the top executives are being compensated. It's non-binding, but the board pays close attention.
Ratify the Auditor: Vote to approve Ernst & Young LLP as the company's independent accounting firm for 2026. This is a routine but important check on the company's financial health.
Other Business: A catch-all for any other business that might come up at the meeting.

👉 Key takeaway: The director election and the "Say-on-Pay" vote are the most significant items for shareholders to consider.

👥 Meet the Leadership & Board

The document provides detailed bios for the 7 director nominees. Here’s the quick snapshot:

The CEO: Michael Plisinski (age 56) has led the company since 2015 and is the only non-independent director on the board.
The Independent Chair: Christopher Seams (age 63) is the Board Chairperson and leads the M&A Committee.
Other Experts: The board includes former CEOs and executives from companies like Azenta, DuPont, and V2X, bringing expertise in semiconductors, finance, and management. The average board tenure is quite long, showing stability.

The board has four key committees: Audit, Compensation, Nominating & Governance, and M&A. All committees are made up solely of independent directors.

💰 Executive Compensation (The "Say-on-Pay" Vote)

This is a major section. The company's philosophy is "pay-for-performance"—meaning a big chunk of executive pay should be tied to hitting company goals.

How Executives Are Paid (The Mix):

Base Salary: Fixed annual cash.
Annual Cash Bonus: Tied to hitting specific yearly financial and individual goals.
Long-Term Equity: This is the biggest part. Executives get stock awards (Restricted Stock Units - RSUs) that vest over years. This aligns their wealth with the long-term success of the stock price.

2025 Performance Highlights:

Total Revenue: $1 Billion (up ~2% from 2024)
Operating Cash Flow: $328 Million (up 34% from 2024)
Shareholder Return: The stock performance is graphically compared to peers.

In 2025, shareholders approved the previous year's pay with 96.4% support, so the Compensation Committee kept the program largely the same.

Named Executive Officer (NEO) Compensation Table: The filing details exactly how much the top 5 executives were paid in 2025. For example, CEO Michael Plisinski's total compensation was $4.59 million, the vast majority of which was in stock awards and incentive bonuses, not just salary.

👉 Key takeaway: The company emphasizes linking pay to long-term company performance, mostly through stock grants that executives only get if they stay and the company does well.

🏛️ Corporate Governance & Ethics

Onto Innovation highlights its strong governance practices:

Separate CEO & Chair: The CEO (Plisinski) runs the company, while an independent director (Seams) leads the board. This provides a check and balance.
Committee Oversight: Key risks (financial, cybersecurity, executive pay) are overseen by specific board committees. The Audit Committee specifically monitors cybersecurity risks.
Codes of Ethics: They have a Code of Conduct for all employees and a separate Financial Integrity Policy for senior financial officers.
ESG Commitment: They have a cross-functional team focused on sustainability and report annually on Environmental, Social, and Governance (ESG) progress.

💸 Director Compensation

Non-employee directors are paid for their service with a mix of cash and stock:

Annual Retainer: $70,000 cash
Annual Stock Grant: $200,000 in RSUs
Extra Stipends: For committee chairs/members and a larger stipend for the independent Board Chair ($60,000).

Directors must own stock worth at least three times their annual cash retainer within five years of joining the board to ensure their interests are aligned with shareholders.

📅 Key Dates & Logistics

Record Date: March 24, 2026 (You must own the stock by this date to vote).
Annual Meeting: Wednesday, May 20, 2026, at 8:00 a.m. ET.
Meeting Location: Company offices at 16 Jonspin Road, Wilmington, MA 01887.
How to Vote: You can vote online, by phone, or by mail before the meeting.
Proxy Materials: Available online at: https://www.ontoinnovation.com/ar-proxy

🧠 The Analogy

Think of this proxy statement like the annual report card and parent-teacher conference for a company. The "parents" (shareholders) get:

A report card on the students' (executives') performance and grades (pay).
A chance to vote on who should be on the PTA board (the directors).
An update on the school's rules and plans (governance and strategy).

🧩 Final Takeaway

This document is your window into how Onto Innovation is governed and how it incentivizes its leaders. The key is the link between performance and pay, demonstrated through a compensation plan heavy on stock awards. The board appears stable and experienced, with strong independent oversight. Your vote on the "Say-on-Pay" proposal is a direct way to signal your view on whether the executives' performance merits their compensation.

ONTO INNOVATION INC. — DEF 14A Filing