envx-20230428

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant			☒
Filed by a Party other than the Registrant			☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to § 240.14a-12


ENOVIX CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

ENOVIX CORPORATION

3501 W. Warren Avenue

Fremont, California 94538

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 15, 2023

Dear Stockholder of Enovix Corporation:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of ENOVIX CORPORATION, a Delaware corporation (the “Company”). The Annual Meeting will be held in virtual format only, via live webcast at www.virtualshareholdermeeting.com/ENVX2023 originating from Fremont, California, on Thursday, June 15, 2023 at 1:30 p.m. Pacific Daylight Time. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. We encourage you to attend online and participate. We recommend that you log in a few minutes before 1:30 p.m., Pacific Daylight Time, on June 15, 2023 to ensure you are logged in when the Annual Meeting starts. The webcast will open at 1:15 p.m., Pacific Daylight Time, on June 15, 2023. The Annual Meeting will be held for the following purposes:

1.To elect each of the Board of Directors’ six nominees for director to serve until the 2024 Annual Meeting of Stockholders;

2.To approve, on an advisory basis, the compensation of our named executive officers;

3.To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers;

4.To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

5.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this notice of Annual Meeting.

The record date for the Annual Meeting is April 18, 2023. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

We are pleased to provide access to our proxy materials over the internet instead of mailing printed documents. We believe that this process allows us to provide information regarding the Annual Meeting in a timelier manner, while reducing the environmental impact and the cost of our Annual Meeting. On or about April 28, 2023, we expect to mail to stockholders the Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including the attached proxy statement, our Annual Report on Form 10-K for the fiscal year ended January 1, 2023, and a form of proxy card or voting instruction card, over the internet. Your vote is important. Whether or not you are able to attend the Annual Meeting online, it is important that your shares be represented. Please vote as soon as possible.

On behalf of our Board of Directors, thank you for your participation in this important annual process.


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 15, 2023, at 1:30 p.m., Pacific Daylight Time. The proxy statement and our Annual Report on Form 10-K are available at www.proxyvote.com.


By Order of the Board of Directors

Dr. Raj Talluri
President and Chief Executive Officer

Fremont, California

April 28, 2023


You are cordially invited to attend the Annual Meeting online. Your vote is important. Whether or not you expect to attend the Annual Meeting online, please complete, date, sign and return the proxy mailed to you, or vote over the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account.


GENERAL INFORMATION.			1
PROPOSAL NO. 1 – ELECTION OF DIRECTORS			8
NOMINEES FOR ELECTION FOR A TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS			8
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			11













ENVIRONMENTAL, SOCIAL AND GOVERNANCE			17
INFORMATION REGARDING EXECUTIVE OFFICERS			18
EXECUTIVE COMPENSATION			19












DIRECTOR COMPENSATION			40
PROPOSAL NO. 2 - VOTE TO AP PROV E , ON AN ADVISORY B ASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			41
PROPOSAL NO. 3 - VOTE TO APPROVE , ON AN ADVISORY B ASIS, THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTE S ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			43
PROPOSAL NO. 4 – VOTE TO RATIFY THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			44
PRINCIPAL ACCOUNTANT FEES AND SERVICES			45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			46
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			48
EQUITY COMPENSATION PLAN INFORMATION			49
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			50
HOUSEHOLDING OF PROXY MATERIALS			52
OTHER MATTERS			53


Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.


Board of Directors Diversity Matrix
	As of April 28, 2023				As of April 29, 2022
Total Number of Directors	6				7
	Female	Male	Non- Binary	Did Not Disclose Gender	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	3	—	1	2	4	—	1
Part II: Demographic Background
African American or Black	—	—	—	—	—	—	—	—
Alaskan Native or Native American	—	—	—	—	—	—	—	—
Asian	1	2	—	—	1	1	—	—
Hispanic or Latinx	—	—	—	—	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—	—	—	—	—
White	1	1	—	—	1	3	—	—
Two or More Races or Ethnicities	—	—	—	—	—	—	—	—
LGBTQ+	—				—
Did Not Disclose Demographic Background	1				1


Name						Position
Dr. Raj Talluri						President and Chief Executive Officer
Steffen Pietzke						Chief Financial Officer
Arthi Chakravarthy(1)						Chief Legal Officer, General Counsel and Secretary
Ajay Marathe						Chief Operating Officer
Ralph Schmitt						Chief Commercial Officer


Name						Title
Harrold Rust(1)						Former President and Chief Executive Officer
Steffen Pietzke						Chief Financial Officer
Ajay Marathe						Chief Operating Officer
Ashok Lahiri(2)						Former Chief Technical Officer
Edward Hejlek(3)						Former Chief Legal Officer, General Counsel and Secretary


Name	2021 Annualized Base Salary ($)(1)	2022 Annualized Base Salary ($)
Harrold Rust	480,000	480,000
Steffen Pietzke(2)	350,000	400,000
Ajay Marathe(3)	—	450,000
Ashok Lahiri	325,000	325,000
Edward Hejlek(4)	325,000	325,000


Name	Annual Target Bonus (% of Annual Base Salary)		2021 Target Bonus Opportunities ($)(1)	2022 Target Bonus Opportunities ($)(1)
Harrold Rust	100	%	240,000	480,000
Steffen Pietzke	60	%	105,000	240,000
Ajay Marathe(2)	80	%	—	48,600
Ashok Lahiri	60	%	97,500	195,000
Edward Hejlek	60	%	97,500	195,000


	Actual Goals Achievement %
Performance Goals	Q1 2022		Q2 2022		Q3 2022		Q4 2022		Annual 2022

CSFs	53	%	58	%	52	%	69	%	25	%


		2022 AIP Payout(1)
Name	2022 AIP Target ($)	Cash ($)	RSUs ($)	Total
Harrold Rust	480,000	138,162	50,755	188,917
Steffen Pietzke	240,000	—	63,778	63,778
Ajay Marathe(2)	48,600	—	38,880	38,880
Ashok Lahiri	195,000	21,928	59,619	81,547
Edward Hejlek	195,000	—	53,119	53,119


	2022 LTIP Grant
Name	PRSU Grant Shares (#)	RSU Grant Shares (#)	Fair Value at Grant Date ($)(1)
Harrold Rust	134,228	89,485	2,999,991
Steffen Pietzke	111,856	74,571	2,499,986
Ajay Marathe(2)	—	—	—
Ashok Lahiri	89,485	59,656	1,999,981
Edward Hejlek	89,485	59,656	1,999,981


Name and Principal Position	Fiscal Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(4)	Non-Equity Incentive Plan Compensation ($)(5)	All Other Compensation ($)(6)	Total ($)
Harrold J. Rust	2022	480,000	—	1,664,933	95,217	188,917	18,011	2,447,078
Former President and Chief Executive Officer	2021	338,536	180,000	—	5,560,515	—	14,605	6,093,656
	2020	292,868	—	—	1,670,636	—	9,756	1,973,260
Steffen Pietzke(7)	2022	388,462	—	7,147,441	38,087	63,778	12,408	7,650,176
Chief Financial Officer	2021	224,423	78,750	—	2,871,175	—	8,308	3,182,656

Ajay Marathe(8)	2022	60,577	—	11,628,680	—	38,880	1,650	11,729,787
Chief Operating Officer
Ashok Lahiri	2022	325,000	—	1,109,942	76,003	81,547	12,665	1,605,157
Former Chief Technology Officer	2021	308,369	73,125	—	586,564	—	11,563	979,621
	2020	291,896	—	—	1,670,636	—	9,611	1,972,143
Edward Hejlek(9)	2022	325,000	—	2,109,939	35,366	53,119	13,527	2,536,951
Senior Vice President, Intellectual Property


		Grant Date Fair Value of PRSUs
Name	Grant Date	Target ($)	Maximum ($)
Harrold J. Rust	6/6/2022	3,000,000	6,000,000
Steffen Pietzke	6/6/2022	2,500,000	5,000,000
Ajay Marathe	6/6/2022	—	—
Ashok Lahiri	6/6/2022	2,000,000	4,000,000
Edward Hejlek	6/6/2022	2,000,000	4,000,000


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Possible Payouts Under Equity Incentive Plan Awards(2)
Name	Award Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares or Units (#)(3)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise Price or Base Price of Option Awards ($)	Grant Date Fair Value of Stock and Option Awards ($)(4)
Harrold J. Rust	Stock Options	3/18/2022	—	—	—	—	—	—	—	10,605	15.47	95,217
	AIP - Cash/RSU	5/20/2022	—	480,000	625,920	—	—	—	—	—	—	—
	RSU	6/6/2022	—	—	—	—	—	—	89,485	—	—	1,199,994
	PRSU	6/6/2022	—	—	—	—	134,228	268,456	—	—	—	464,939
Steffen Pietzke	Stock Options	3/18/2022	—	—	—	—	—	—	—	4,242	15.47	38,087
	AIP - Cash/RSU	5/20/2022	—	240,000	312,960	—	—	—	—	—	—	—
	RSU	6/6/2022	—	—	—	—	—	—	149,142	—	—	1,999,994
	RSU	11/22/2022	—	—	—	—	—	—	400,000	—	—	4,760,000
	PRSU	6/6/2022	—	—	—	—	111,856	223,712	—	—	—	387,447
Ajay Marathe	RSU	11/14/2022	—	—	—	—	—	—	833,000	—	—	11,628,680
	AIP - Cash/RSU	2/14/2023(5)	—	48,600	69,984	—	—	—	—	—	—	—
Ashok Lahiri	Stock Options	3/18/2022	—	—	—	—	—	—	—	8,465	15.47	76,003
	AIP - Cash/RSU	5/20/2022	—	195,000	254,280	—	—	—	—	—	—	—
	RSU	6/6/2022	—	—	—	—	—	—	59,656	—	—	799,987
	PRSU	6/6/2022	—	—	—	—	89,485	178,970	—	—	—	309,955
Edward Hejlek	Stock Options	3/18/2022	—	—	—	—	—	—	—	3,939	15.47	35,366
	AIP - Cash/RSU	5/20/2022	—	195,000	254,280	—	—	—	—	—	—	—
	RSU	6/6/2022	—	—	—	—	—	—	134,227	—	—	1,799,984
	PRSU	6/6/2022	—	—	—	—	89,485	178,970	—	—	—	309,955

SEC Form DEF 14A filed by Enovix Corporation