envx-20250424

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. )


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

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Dear Fellow Shareholders,

In 2024, we achieved key milestones in manufacturing, technology and sales, setting the stage for a breakout year in in 2025. We are focused on launching our first smartphone battery and converting our IoT pipeline into contracted backlog. Customers across multiple industries are acknowledging the readiness of our manufacturing capabilities, which are coming online at the perfect time to meet strong demand for our high energy-density solutions and diversified supply chain.

In manufacturing, Fab2 in Malaysia completed Site Acceptance Testing (SAT) for the High-Volume Manufacturing (HVM) line, a key milestone in our journey to scale production. Additionally, we were honored to host several customers at our factory in Malaysia, conducting detailed line tours. And multiple OEMs initiated formal factory audits to support their qualification processes.

In products, we successfully completed safety testing of EX-1M and performance results indicate that we are on track to meet targets for energy density, cycle life, and fast charging. And the first EX-2M samples from Fab2 were shipped to customers on schedule. Our battery technology continues to advance across multiple generations, with significant progress in safety and performance validation, customer sampling, and next-generation design. We are now refining our electrochemistry to further enhance performance metrics. Looking ahead, we have officially kicked off the design phase for EX-3M.

Regarding commercialization, we are focused on smartphone mass production as the primary commercialization goal. In October of 2024, we signed a strategic partnership that outlined key milestones leading up to our entry into the smartphone market by late 2025. In addition to focusing on the smartphone industry, we are also targeting the emerging AI-enabled smart eyewear market and are in the process of developing custom cells for customers.

In smartphones, we are seeing strong tailwinds that we expect to continue in 2025. OEMs are increasingly requesting batteries with higher capacity to support the growing power demands of next-generation AI applications. Additionally, with smartphone penetration already at saturation levels, market leaders are intensifying their focus on product differentiation – particularly in regions outside the US, where competition is fierce. We believe that our EX-2M and upcoming EX-3M battery solutions align with evolving demands, reinforcing our role as a strategic partner to leading OEMs.

In the EV space, we continue advancing development agreements with two of the world’s largest automotive OEMs. Consistent with our capital-efficient strategy, we remain focused on targeted collaborations that allow us to scale in this vertical while optimizing investment.

A new industry trend that has recently emerged is supply chain-driven demand, particularly in the defense sector. Soon after the US elections in November, we observed an increase in inbound interest from drone manufacturers and defense suppliers seeking battery solutions that comply with allied country supply chain requirements. As a reminder, a significant portion of our 2024 revenue came from sales of conventional graphite battery products to defense customers. While these developments are still evolving, we are optimistic about the potential upside.

2025 is off to a fast start, fueled by accelerating AI innovation and a shifting landscape that is driving OEMs to diversify their supply chains. As a leader in high-energy-density battery technology with manufacturing facilities in Korea and Malaysia, Enovix is well positioned to capitalize on these industry trends.

Thank you for your continued support and investment in Enovix Corporation.

Sincerely,

Raj Talluri

Chief Executive Officer

Notice of 2025 Annual Meeting of Stockholders

Dear Stockholder of Enovix Corporation:

The 2025 Annual Meeting of Stockholders (“Annual Meeting”) of Enovix Corporation (the “Company”) will be held on Thursday, June 12, 2025 at 1:30 p.m. Pacific Daylight Time.

The Annual Meeting will be held for the following purposes:

DATE & TIME

Thursday, June 12, 2025

1:30 p.m. Pacific Daylight Time

WHERE

Virtual Meeting via webcast at www.virtualshareholdermeeting.com/ENVX2025

RECORD DATE

The close of business on April 15, 2025

PROXY MATERIALS Our proxy statement and annual report are available at www.proxyvote.com

To elect seven director nominees to serve until the 2026 Annual Meeting of Stockholders;

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

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025; and

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 15, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

AVAILABILITY OF PROXY MATERIALS

On or about April 24, 2025, we expect to mail the Notice of Internet Availability (“Notice”) to stockholders, with instructions on how to access our proxy materials at proxyvote.com. Our proxy materials include the attached Proxy Statement, our Annual Report, and form of voting instruction card.

PARTICIPATING IN THE ANNUAL MEETING

To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/ENVX2025, and log in using the 16-digit control number printed in the box marked by an arrow on your Notice, proxy card or voter instruction form.

PLEASE VOTE AS SOON AS POSSIBLE

Your vote is important. Whether or not you are able to attend the virtual Annual Meeting, it is important that your shares be represented. Please follow the voting instructions in the Notice to vote online, or complete, date, sign and return the proxy card by mail. On behalf of our Board of Directors, thank you for your participation in this important annual process.

By Order of the Board of Directors,

Arthi Chakravarthy

Chief Legal Officer and Corporate Secretary
April 24, 2025

Table of Contents


Information Regarding the Board of Directors and Corporate Governance			1
Director Nominees			1
Director Independence			6
Committees of the Board of Directors			7
M eetings of the Board and Committees			9
Corporate Governance Guidelines			9
Board Leadership			10
Board Role in Risk Oversight			10
Code of Ethics			10
Insider Trading Policy			10
Sustainability			11
Communications with the Board			11
Director Compensation			12
Company Profile			16
Enovix Mission			16
Our People			16
Executive Officers			17
Compensation Discussion and Analysis			20
Executive Compensation Program			20
How We Designed Incentives for 202 4			21
2024 Compensation Design and Decisions			23
Other Aspects of Executive Compensation			27
Compensation Committee Report			30
Executive Compensation Tables			32
2024 Summary Compensation Table			32
2024 Grants of Plan-Based Awards Table			34
Outstanding Equity Awards as of December 29, 2024			36
Option Exercises and Stock Vested			37
Potential Payments Upon Termination or Change of Control			37


Pay Ratio Disclosure			39
Pay Versus Performance			40
Items to Be Voted On			45
Proposal No. 1 - Election of Directors			45
Proposal No. 2 - Advisory Vote to Approve the Compensation of Named Executive Officers			46
Proposal No. 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm			47
S ecurity Ownership			50
R eport of the Audit Committee			52
C ertain Relationships and Related Party Transactions			53
General Information - Annual Meeting and Voting			56
O ther Information			63
Equity Compensation Plan Information			63
Delinquent Section 16(a) Reports			63
2024 Annual Report			64
Other Matters			64

This Proxy Statement may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, are forward-looking statements. Examples of forward-looking statements include statements regarding our business strategy, governance strategy, executive compensation program objectives and philosophy, sustainability strategies and goals, and plans and objectives of management for future operations. Forward-looking statements are based on current expectations, beliefs and assumptions that are difficult to predict and are subject to risks and uncertainties, which could cause actual results or performance to be different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the caption “Risk Factors” in our Annual Report, subsequent quarterly reports and other documents filed with the Securities and Exchange Commission from time to time. We undertake no obligation to revise or update any forward-looking statements.


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Information Regarding the Board of Directors and Corporate Governance

Director Nominees

This table and the biographies below provide information regarding our seven director nominees. Each nominee is up for re-election for a one-year term expiring at the 2026 Annual Meeting of Stockholders. The Board of Directors has concluded that each of these seven incumbent directors should be nominated for re-election based on their extensive senior leadership experiences, competencies and other key qualifications summarized in the director biographies below. We believe the directors’ combined strengths are vital to the Board’s ability to provide independent oversight, effective risk management and guidance toward long-term sustainable stockholder value.

Name

Position

Age

Independent (Y/N)

Director Since

Thurman John Rodgers

Chairman

2020

Betsy Atkins

Director

2021

Pegah Ebrahimi

Director

2021

Bernard Gutmann

Director

2023

Joseph Malchow

Director

2023

Gregory Reichow

Director

2021

Dr. Raj Talluri

President, CEO and Director

2023


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Director Biographies

Biographical and other information for our directors is provided below.

THURMAN JOHN RODGERS has served as Chairman of our Board of Directors since July 2021 and previously served as Chief Executive Officer and Chairman of the Board of Rodgers Silicon Valley Acquisition Corp. (RSVAC), our predecessor entity, from September 2020 to July 2021, as Chairman of Legacy Enovix’s Board from July 2021 to January 2023, and as a member of Legacy Enovix’s Board of Directors from February 2012 to July 2021 (with Legacy Enovix referring to Enovix Operations, Inc. as of July 2021, and Enovix Corporation prior to that).

Mr. Rodgers founded Cypress Semiconductor Corporation in 1982 and served as the President, Chief Executive Officer and as a member of its Board of Directors until April 2017. Mr. Rodgers currently serves as the Chief Executive Officer of Complete Solaria, Inc., since April 2024, and on the Board of Directors of Enphase Energy, Inc., since January 2017. From January 2017 until January 2023, Mr. Rodgers served as Chairman of the Board of Directors of FTC Solar, Inc., a solar technology company. Since June 2023, Mr. Rodgers has served as Executive Chairman of Complete Solaria, a solar technology company, and as a member of its Board of Directors since November 2022. From May 2002 to May 2011, Mr. Rodgers served as a member of the Board of Directors of SunPower Corporation, an energy company. Mr. Rodgers is presently a member of the Board of Directors of several privately-held companies.

From June 2004 through December 2012, Mr. Rodgers was a member of the board of trustees of Dartmouth College. He holds a B.S. in Physics and Chemistry from Dartmouth and a M.S. and Ph.D. in Electrical Engineering from Stanford University. At Stanford, Mr. Rodgers invented, developed and patented VMOS technology.

Mr. Rodgers brings 35 years of public company CEO experience to the Board, as well as his skills in strategic leadership and management, and as a director of both private and public companies.

Thurman John Rodgers

Chairman

Age: 77

Director Since: 2020


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BETSY ATKINS has served as a member of our Board of Directors since July 2021 and previously served as a member of Legacy Enovix’s Board of Directors from January 2021 to January 2023 (with Legacy Enovix referring to Enovix Operations, Inc. as of July 2021, and Enovix Corporation prior to that). Since 1994, Ms. Atkins has served as the Chief Executive Officer of Baja Corp, an independent venture capital firm focused on technology, renewable energy and life sciences. Ms. Atkins is a highly acclaimed public company director and author and currently serves on the public company boards of Rackspace Technology, a technology solutions company, SolarEdge, a clean energy solutions company and Wynn Resorts Ltd., a hospitality company, as well as other private companies.

Ms. Atkins previously served on the boards of SL Green Realty Corp., a real estate investment trust, from 2015 to 2024, Cognizant Technology Solutions, an information technology services company, from 2017 to 2018, Schneider Electric, an energy company, from 2011 to 2019, Covetrus, Inc. and its predecessor, Vets First Choice, a pharmaceutical company, from 2016 to 2019, HD Supply, Inc., an industrial distributor, from 2013 to 2018, and SunPower Corporation, a publicly-traded energy company, from 2005 to 2012.

Ms. Atkins received a B.A. from the University of Massachusetts.

Ms. Atkins brings decades of public company CEO experience to the Board, as well as her skills as a director of public and private companies, and corporate governance expertise.

Betsy Atkins

Director

Age: 71

Director Since: 2021

PEGAH EBRAHIMI has served as a member of our Board of Directors since November 2021 and previously served as a member of Legacy Enovix’s Board of Directors from November 2021 to January 2023. Since February 2022, Ms. Ebrahimi has served as Co-Founder and Managing Partner of FPV Ventures, an investment fund focused on investing in mission driven founders. From October 2019 to January 2021, Ms. Ebrahimi served as a board advisor of Gainsight Inc., a technology company, focused on software optimizing the customer experience and improving product analytics. From January 2019 to October 2020, she served as the Chief Operating Officer of Cisco Collaboration at Cisco Systems Inc., a publicly-traded, multinational company, focused on designing and developing networking equipment and technology.

From November 2013 to January 2019, she served as chief operating officer of Global Technology Banking at Morgan Stanley & Co. LLC, a multinational investment bank and financial services company, where she previously served as chief information officer of global investment banking from December 2009 to November 2013 and vice president investment banking from July 2008 to November 2009. From 2015 to May 2018, she served as an advisory board member of Accompany, Inc., a technology company, focused on designing and developing a relationship intelligence platform.

Ms. Ebrahimi received a B.S. in Economics and Mathematics from the Massachusetts Institute of Technology.

Ms. Ebrahimi brings financial and capital markets expertise, as well as strategic executive leadership experience to the Board.

Pegah Ebrahimi

Director

Age: 45

Director Since: 2021


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BERNARD GUTMANN has served as a member of our Board of Directors since June 2023. Mr. Gutmann brings close to forty years of experience in the semiconductor space. Most recently he served as the Executive Vice President and Chief Financial Officer & Treasurer of ON Semiconductor, a semiconductor manufacturing company, a position he held from September 2012 to February 2021. Prior to that, from 2006 to 2012, he served in the role of Vice President, Corporate Analysis & Strategy of SCI LLC, a wholly owned subsidiary of ON Semiconductor. From 1999 to 2002, he held the position of Director, Financial Planning & Analysis of SCI LLC.

In these roles, his responsibilities have included finance integration, financial reporting, restructuring, tax, treasury and financial planning and analysis. Prior to joining ON Semiconductor, Mr. Gutmann served in various financial positions with Motorola, a consumer electronics company, from 1982 to 1999, including controller of various divisions and an off-shore wafer and backend factory, finance and accounting manager, financial planning manager and financial analyst.

Mr. Gutmann holds a Bachelor of Science in Management Engineering from Worcester Polytechnic Institute in Massachusetts.

Mr. Gutmann brings financial expertise, as well as both executive and leadership experience to the Board.

Bernard Gutmann

Director

Age: 65

Director Since: 2023

JOSEPH MALCHOW has served as a member of our Board of Directors since June 2023. Since 2013, Mr. Malchow has served as the Founding Partner at HNVR Technology Investment Management, a venture capital firm based in Portola Valley, California. Mr. Malchow also serves on the Board of Enphase Energy, Inc., a global energy technology company, where he has helped to architect a digital transformation to advance software-defined distributed clean energy systems. From January 2021 to January 2023, Mr. Malchow served on the Board of Archaea Energy Inc., a leading producer of renewable energy, until its acquisition by BP. From December 2020 through July 2021, he served on the Board of RSVAC.

Mr. Malchow also serves as a member of the Board of the National Civic Arts Society in Washington, D.C. and has a wide range of technical expertise, including scaled infrastructure, software-driven businesses, data and computer security and artificial intelligence.

Mr. Malchow holds an A.B. from Dartmouth College and a J.D. from Stanford University.

Mr. Malchow brings entrepreneurial, investment and leadership experience to the Board, as well as his technical and financial expertise.

Joseph Malchow

Director

Age: 39

Director Since: 2023


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GREGORY REICHOW has served as a member of our Board of Directors since July 2021 and as a member of Legacy Enovix’s Board of Directors from November 2020 to January 2023 (with Legacy Enovix referring to Enovix Operations, Inc. as of July 2021, and Enovix Corporation prior to that). Since July 2016, he has served as a Partner at Eclipse Ventures, LLC, a venture capital firm. From June 2013 to July 2016, Mr. Reichow served as Vice President, Production (manufacturing, supply chain and automation engineering), at Tesla, Inc., an electric automobile manufacturer. From April 2011 to June 2013, he served as Vice President of Operations, powertrain, at Tesla.

From November 2003 to April 2011, Mr. Reichow served as Senior Vice President of Operations of SunPower Corporation, an energy company. From 1993 to 2003, he served various manufacturing and quality roles at Cypress Semiconductor Corporation, a semiconductor company.

Mr. Reichow received a B.S. in Mechanical & Industrial Engineering from the University of Minnesota.

Mr. Reichow brings manufacturing expertise, as well as executive and leadership experience to the Board.

Gregory Reichow

Director

Age: 55

Director Since: 2021

DR. RAJ TALLURI has served as our President and Chief Executive Officer and as a member of our Board of Directors since January 2023. Prior to joining Enovix, Dr. Talluri was Senior Vice President and General Manager of the Mobile Business Unit at Micron Technology Inc., a publicly-traded global company, focused on creating data memory and storage solutions, from March 2018 through December 2022. Prior to Micron, from 2009 through March 2018, Dr. Talluri was at Qualcomm Inc., a publicly-traded multinational company, focused on designing and manufacturing semiconductors and wireless telecommunications products, where he served as Senior Vice President and General Manager of the Internet of Things business unit from 2015 through March 2018.

Dr. Talluri began his career at Texas Instruments, a publicly-traded global company, focused on designing, manufacturing and embedding semiconductor chips, from 1993 through January 2009, first as a member of the technical staff and then successively leading product groups and business units over a 16-year tenure culminating with becoming General Manager of the OMAP wireless terminals business unit.

Dr. Talluri holds a Ph.D. in Electrical Engineering from the University of Texas at Austin, a Master of Engineering degree from Anna University in Madras, India, and a Bachelor of Engineering from Andhra University in Waltair, India.

Dr. Talluri brings executive and leadership experience to the Board, as well as his technical expertise.

Dr. Raj Talluri

President and Chief Executive Officer

Age: 62

Director Since: 2023


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Board of Directors - Skills and Experience

The table below highlights some of the key skills and experiences that our directors have developed through education, direct experience and oversight responsibilities. The skills matrix below does not encompass all types of experience or skills of our Board of Directors.

Expertise Area

Thurman John Rodgers

Betsy Atkins

Pegah Ebrahimi

Bernard Gutmann

Joseph Malchow

Gregory Reichow

Dr. Raj Talluri

Engineering and Technical

Manufacturing / Supply Chain

Semiconductor or Battery Design

Intellectual Property and Patent

International Business - Asia Pacific

CEO / Executive Management

Financial Management and Accounting

Sales and Business Development

Public Board / Governance

Entrepreneurship

Human Capital Management

IT / Cybersecurity

Director Independence

Our common stock is listed on the Nasdaq Global Select Market. As required under Nasdaq listing standards, a majority of the members of our Board of Directors must qualify as independent. All directors who served in 2024 are considered independent under Nasdaq’s listing standards, except our President and Chief Executive Officer, and Mr. Rodgers.

In addition, the Board has determined that Bernard Gutmann, Pegah Ebrahimi and Joseph Malchow met the heightened independence requirements for Audit Committee membership as set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable listing standards of Nasdaq, and that Gregory Reichow, Betsy Atkins and Joseph Malchow met the heightened independence requirements for Compensation Committee members set forth in Rule 10C-1 under the Exchange Act and the applicable Nasdaq listing standards.

In making these determinations, the Board considered the current and prior relationships that each non-employee director has with Enovix and all other facts and circumstances the Board of Directors deems relevant, including the beneficial ownership of our common stock by each non-employee director and the transactions described in the section titled “Certain Relationships and Related Party Transactions.” There are no family relationships among any of our directors or executive officers.


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Committees of the Board of Directors

The Board of Directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Pursuant to our Bylaws, the Board of Directors may establish such other committees as may be permitted by law. The following table provides current membership information for each of these Board of Directors committees.

Name

Audit Committee

Compensation Committee

Nominating and Corporate
Governance Committee

Thurman John Rodgers

Betsy Atkins

Pegah Ebrahimi

Bernard Gutmann

Joseph Malchow

Gregory Reichow

Dr. Raj Talluri

C - Chair

Below is a description of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board of Directors. Each of the committees operates pursuant to a written charter and each committee reviews and assesses the adequacy of its charter on an annual basis. The committee charters can be found in the Governance section of our website at https://ir.enovix.com/.

Audit Committee

The primary purpose of the Audit Committee is to oversee our corporate accounting and financial reporting processes, systems of internal control, and financial statement audits. The Audit Committee also reviews and assesses the adequacy of its charter and the committee’s performance on an annual basis. As a result of such annual assessment, the Audit Committee Charter was amended in February 2025.

The Board of Directors has determined that Mr. Gutmann, chair of the Audit Committee, qualifies as an audit committee financial expert, as defined by SEC rules, based on a qualitative assessment of his knowledge, education and experience.

Key responsibilities of the Audit Committee include:

•helping the Board of Directors oversee corporate accounting and financial reporting processes;

•managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit the financial statements;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the interim and year-end operating results;

•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•reviewing related person transactions;

•obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and

•approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.


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Compensation Committee

The primary purpose of the Compensation Committee is to oversee the Company’s compensation policies, plans and programs, and to review and determine, in coordination with outside consultants as applicable, the compensation to be paid to executive officers, directors and other senior management.

Key responsibilities of the Compensation Committee include:

•reviewing and approving the compensation of the chief executive officer, other executive officers and senior management;

•administering the equity incentive plans and other benefit programs;

•reviewing, adopting, amending and terminating incentive compensation and equity plans, employment agreements, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the executive officers and other senior management; and

•reviewing and establishing general policies relating to compensation and benefits of the employees, including the overall compensation philosophy.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

None of Ms. Atkins and Messrs. Malchow and Reichow are an officer or employee of the Company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

COMPENSATION COMMITTEE PROCESSES AND PROCEDURES

The Compensation Committee typically meets quarterly, and also meets regularly in executive session. The Compensation Committee charter grants the committee full access to all the Company’s books, records, facilities and personnel.

The Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser, other than in-house legal counsel and certain other types of advisers, only after assessing the independence of such individual in accordance with SEC and Nasdaq requirements. The Compensation Committee’s process comprises two elements: determining compensation levels and establishing performance objectives. For executives other than the Chief Executive Officer, our Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the CEO. In the case of the CEO, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. The CEO may not participate in deliberations or determinations regarding their compensation or individual performance objectives. The Compensation Committee does not delegate authority to approve executive officer compensation.

We have designed our executive compensation program to attract, motivate and retain a team of highly qualified executives who will drive innovation and business success.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Ms. Atkins, Ms. Ebrahimi, Mr. Malchow and Mr. Reichow. Specific responsibilities of the Nominating and Corporate Governance Committee include:

•identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board of Directors;

•considering and making recommendations to the Board regarding the composition and chairperson designation of the Board committees;

•reviewing and recommending to the Board the compensation paid to the directors;

•instituting plans or programs for the continuing education of the Board and orientation of new directors;

•reviewing, evaluating and recommending to the Board of Directors succession plans for executive officers;


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•overseeing and managing our cybersecurity risk assessment and management processes;

•overseeing our sustainability activities;

•developing and making recommendations to the Board of Directors regarding corporate governance guidelines and matters, including in relation to corporate social responsibility; and

•overseeing periodic evaluations of the performance of the Board of Directors, including our individual directors and committees.

The Nominating and Corporate Governance Committee believes that a director nominee should demonstrate, through significant accomplishments in their field or otherwise, an ability to make a meaningful contribution to the Board’s oversight of the business and operations of the Company, and a reputation for the highest personal integrity and ethics in both their professional and personal endeavors. The Nominating and Corporate Governance Committee will also consider such factors as relevant expertise, sufficient bandwidth to devote to our affairs, and potential to rigorously represent the long-term interests of our stockholders. The Nominating and Corporate Governance Committee will review director candidates in the broader context, including the current composition of the Board, our current strategic focus and the long-term interests of stockholders.

The Nominating and Corporate Governance Committee also takes into account the results of the Board of Directors’ self-evaluation, conducted annually on a group and individual basis. In addition, every three years, this evaluation is conducted with an outside consultant. The Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, and, if it deems appropriate, a professional search firm. The Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board of Directors, and selects nominees to recommend to the Board by a majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders, if in compliance with our Amended and Restated Certificate of Incorporation and Bylaws and all applicable laws, rules and regulations. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board of Directors may do so by providing timely notice in writing to our Secretary at c/o Enovix Corporation, 3501 W. Warren Avenue, Fremont, California 94538. To be timely for our 2026 Annual Meeting of Stockholders, our Secretary must receive the notice not earlier than the close of business on February 12, 2026 and not later than the close of business on March 14, 2026. Submissions must include the specific information required in Section 5 of our Bylaws. For additional information about our director nomination requirements, please see our Bylaws.

Meetings of the Board and Committees

The Board of Directors held five meetings, the Audit Committee held five meetings, and the Compensation Committee and Nominating and Corporate Governance Committee each held four meetings during fiscal year 2024. Each director attended at least 75% of the Board meetings, and of the committees on which they served, held during fiscal year 2024. Four of our seven Board members attended our 2024 annual meeting. Directors are encouraged to attend the annual meeting of stockholders and are expected to regularly attend the Board meetings and meetings of the committees on which they serve.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines to ensure that it will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. Our Corporate Governance Guidelines set forth the practices of the Board of Directors with respect to, among other things, board composition and selection, director compensation, board meetings, executive sessions with management, board committee composition, Chief Executive Officer performance evaluation, succession planning, and board assessments. The Corporate Governance Guidelines are available in the investors section of our website at https://ir.enovix.com/.


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Board Leadership

The positions of Chairman of the Board of Directors and Chief Executive Officer are presently separated, with Mr. Rodgers serving as our Chairman and Dr. Talluri serving as our Chief Executive Officer. We believe this arrangement, at this time, allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our Bylaws and Corporate Governance Guidelines, which do not require that our Chairman of the Board of Directors and Chief Executive Officer positions be separate, allow our Board of Directors to determine the leadership structure that is appropriate for us at any given point in time, taking into account the dynamic demands of our business and other factors.

Board Role in Risk Oversight

One of the key functions of the Board of Directors is the informed oversight of our risk management process. The Board administers this oversight function directly through the Board of Directors as a whole, as well as through each of the three standing committees of the Board of Directors that address risks inherent to their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure. The Audit Committee is responsible for considering and discussing our major financial risk exposures, including steps management can take to monitor and control such exposures, such as guidelines and policies governing the risk assessment and management process. The Audit Committee also monitors compliance with legal and regulatory requirements. The Compensation Committee of the Board is responsible for assessing and monitoring our compensation plans, policies and programs for compliance with applicable legal and regulatory requirements, including from time to time in consultation with outside counsel and Compensia, our independent compensation consultant.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics, applicable to all of our employees, executive officers and directors. Our Code of Business Conduct and Ethics is available at the investors section of our website at https://ir.enovix.com/. We are committed to maintaining high standards of financial integrity, open communication and a workplace environment free of harassment, discrimination or retaliation of any kind. We maintain a formal whistleblower policy under the oversight of our Chief Compliance Officer as well an ethics reporting hotline through a third party vendor. Reports of suspected violations of our Code of Conduct can be made directly to Human Resources, the Chief Compliance Officer or by phone, internet or mobile application through our ethics reporting hotline, which also allows for anonymous reporting. Retaliation is strictly prohibited under both our Code of Business Conduct and Ethics and whistleblower policy. Any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website to the extent required by applicable law including the rules of Nasdaq and SEC regulations.

Insider Trading Policy

Our Board of Directors has adopted an insider trading policy governing the purchase, sale and/or other disposition of Company securities by our employees, directors and consultants. We believe this policy and the procedures that the Company follows are reasonably designed to promote compliance with the insider trading laws, rules and regulations, as well as Nasdaq listing standards. A copy of the Insider Trading Policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

As part of our insider trading policy, all employees, directors and consultants are prohibited from engaging in short sales, transactions in put or call options, hedging transactions, pledges or other inherently speculative transactions with respect to our securities or derivative securities. The insider trading policy also prohibits pledging our securities as collateral for loans or holding our securities in margin accounts, unless a waiver to such restriction is approved by the Board of Directors or Audit Committee. Consistent with this policy, Mr. Rodgers received permission to use our securities, registered in his name and that of his living trusts, as security collateral for his investment account.


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Sustainability

Enovix published its fourth Sustainability Report on April 22, 2025, which provides an overview of our sustainability initiatives in fiscal year 2024 and a roadmap of our sustainability program going forward. The following are a few highlights:

•We received multiple safety certifications at our global subsidiaries, including for wearable Li-ion battery cells, ISO 9001:2015 quality management certification for the manufacturing facility and cell characterization and safety lab at Fab2, and multiple safety certifications at Enovix Korea, reflecting a continued commitment to excellence in occupational health and safety practices.

•We tracked both energy and water use data at each of our operational locations in Fremont, India, Korea and Malaysia, and prepared our second climate disclosure project (CDP) Climate Change Report to disclose fiscal year 2024 energy use data metrics and greenhouse gas (GHG) emissions, which data was verified by a third-party.

•We updated and published to the Governance section of our website the Enovix Supplier Code of Conduct, which requires Enovix suppliers to adhere to rigorous ethical, health, safety and environmental standards, including compliance with all laws relating to human rights and conflict minerals management.

•Enovix published an updated Task Force on Climate-related Financial Disclosures (TCFD) Index, which covers governance, strategy, risk management, and metrics and targets topics, and appears in Appendix A of our 2024 Sustainability Report, as well as our first Global Reporting Initiative (GRI) Index, which appears in Appendix B.

•We adopted and published company-wide policies on Conflict Minerals, Environmental Health and Safety, and Human Rights, each of which is available on the Governance section of our website.

Communications with the Board

Stockholders wishing to communicate with the Board of Directors or an individual director may send a written communication to Enovix Corporation, 3501 W. Warren Avenue, Fremont, California 94538, Attention: Secretary. The Secretary will review each communication and forward such communication to the Board of Directors or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Secretary will discard the communication or inform the proper authorities, as may be appropriate. We value our investors’ perspectives and stakeholder feedback. Please refer to the section titled “Stockholder Engagement” later in this Proxy Statement.


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Director Compensation

Director Compensation Policy

Each non-employee director is eligible to receive compensation for their service consisting of annual cash retainers and equity awards pursuant to our non-employee director compensation policy.

Under our Director Compensation Policy, amended in August 2023, each non-employee director receives an annual cash retainer of $50,000, The chairperson and lead independent director receive an additional $47,000 and $25,000, respectively, for serving in such roles on our Board of Directors.

The chairpersons and members of the three committees of the Board of Directors are also entitled to the following additional annual cash retainers under our Director Compensation Policy:


Board of Directors Committee	Chairperson Fee ($)	Member Fee ($)

Audit Committee	22,000	10,000
Compensation Committee	15,000	7,500
Nominating and Corporate Governance Committee	10,000	5,000

All annual cash compensation amounts are payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, prorated based on the days served in the applicable fiscal quarter.

Initial Equity Awards

Each non-employee director upon appointment to our Board of Directors will automatically receive an initial equity award in the form of restricted stock units (“RSUs”) with a grant-date value equal to $275,000, which is calculated based on the Fair Market Value (as defined in our 2021 Plan) of the underlying common stock on the date of grant (the “Initial RSU awards”). The Initial RSU awards vest quarterly over three years, subject to continuous service through the applicable vesting date.

Annual Equity Awards

On the date of the 2024 annual meeting of stockholders, each continuing non-employee director received an annual equity award in the form of RSUs with a grant-date value equal to $195,000, which is calculated based on the Fair Market Value (as defined in our 2021 Plan) of the underlying common stock on the date of grant (the “Annual RSU awards”).

The Annual RSU awards vest on the earlier of (i) the date of the following annual meeting of stockholders (or the date immediately prior to the next annual meeting of stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) or (ii) the one-year anniversary of the date of grant, subject to continuous service through the applicable vesting date.

Vesting Acceleration

In the event of a Change of Control (as defined in our 2021 Plan), any unvested portion of an outstanding equity award granted under the Initial Director Compensation Policy or Amended Director Compensation Policy will fully vest immediately prior to the closing of such Change of Control, subject to the non-employee director’s continuous service with us on the effective date of the Change of Control.

Expenses

We reimburse our non-employee directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in meetings of the Board of Directors and its committees. We also reimburse our non-employee directors for other reasonable expenses related to Board of Directors service, such as director education.


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Director Compensation Table

The following table sets forth information regarding the compensation earned by or paid to non-employee directors during fiscal year 2024. As an executive officer and director, Dr. Talluri (our President and CEO) did not receive any additional compensation for his service as a member of our Board of Directors and therefore have not been included in this table. The compensation of Dr. Talluri is set forth above under “Executive Compensation Tables - 2024 Summary Compensation Table.”


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)

Thurman John Rodgers	97,000	195,000	292,000
Betsy Atkins	67,500	195,000	262,500
Pegah Ebrahimi	65,000	195,000	260,000
Bernard Gutmann	72,000	195,000	267,000
Joseph Malchow	72,500	195,000	267,500
Gregory Reichow	70,000	195,000	265,000

1.The amounts reported in this column represent the annual cash retainer fees paid during fiscal year 2024 in accordance with our Director Compensation Policy.

2.The reported amounts reflect the aggregate grant-date fair value of equity awards granted to each non-employee director during fiscal year 2024, computed in accordance with the ASC Topic 718, Stock-based Compensation. For fiscal year 2024, the assumptions used in calculating the grant-date fair value of the equity awards reported in this column are set forth in Note 2 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. On June 13, 2024, each non-employee director serving was granted an Annual RSU award of 15,128 RSUs in accordance with our Director Compensation Policy.

The following table indicates the number of outstanding stock options and unvested RSU awards held by each non-employee director as of December 29, 2024:


Name	RSUs(1)	Number of Shares Underlying Stock Options

Thurman John Rodgers	7,564	—
Betsy Atkins	7,564	51,691
Pegah Ebrahimi	7,564	—
Bernard Gutmann	17,535	—
Joseph Malchow	17,535	—
Gregory Reichow	7,564	—

1.Each unit granted pursuant to an RSU award represents a contingent right to receive one share of our common stock for each unit that vests.


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Company Profile

Enovix Mission

Enovix is on a mission to deliver high-performance batteries that unlock the full potential of technology products. We do this by designing, developing, manufacturing, and commercializing next generation Lithium-ion, or Li-ion, battery cells that significantly increase the amount of energy density and storage capacity relative to conventional battery cells. Our battery’s mechanical design, or “architecture,” allows us to use high performance chemistries while enabling safety and charge time advantages.

Enhanced batteries for the mobile, IoT and defense sectors enable the development of devices that can accommodate user preferences for more advanced features and a slimmer design. Electric Vehicles (“EVs”) that use advanced batteries charge faster with lower system costs, allowing consumers to drive longer without having to stop to charge.

Enovix was established in 2006 based on the fundamental premise that improving battery performance would require a reinvention of the battery’s architecture. Our architecture allows us to use 100% active silicon and no graphite in the battery’s anode, which is the negative electrode that stores lithium ions when a battery is charged. The advantage of silicon over graphite is that a battery can theoretically store more than twice as much lithium as graphite, which increases a battery’s energy density and overall capacity. The battery industry has historically struggled to incorporate more than a small amount of silicon in the anode because silicon can swell and crack in conventional architectures, impacting safety and performance. By contrast, our architecture is designed to accommodate silicon’s swelling and apply stack pressure that alleviates the cracking problem.

Our corporate functions, and certain sales, operations and engineering activities, are located at our U.S. headquarters, while our manufacturing and research and development activities are conducted primarily in Malaysia, Korea and India.

Our People

Our people are our greatest asset. We employ approximately 570 full-time employees. Of that number, approximately 18% are located in the United States, and 82% in Asia Pacific, which includes South Korea, Malaysia, India and China.

Our team at Enovix is comprised of a diverse group of dedicated technicians, engineers, scientists, and business professionals who are all driven to create a better, low-carbon world through innovation in energy storage.

We could not be where we are today without the dedication of our workforce. We prioritize pathways for career development, employee feedback, and competitive compensation and benefits packages. Our benefits program includes an employee stock purchase plan, paid time off, team building events and talent development opportunities. The program is designed to ensure we continue to motivate, strengthen and empower our workforce.

Building a company where everyone feels that they belong is a priority at Enovix. We strive to live up to our Core Values every day: integrity, respect, innovation, resilience, excellence and customer focus. Employees carry these Core Values with them on their access badge. Our Core Values are reinforced in new hire training, employee engagement activities and everyday interactions.


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Executive Officers

Our executive officers as of April 24, 2025 are as follows:


Name	Age	Position

Dr. Raj Talluri	62	President and Chief Executive Officer
Ryan Benton (1)	54	Chief Financial Officer
Ajay Marathe	63	Chief Operating Officer
Arthi Chakravarthy	46	Chief Legal Officer and Head of Corporate Development

1.Mr. Benton’s employment with the Company commenced on April 14, 2025.

Biographical information for Dr. Talluri is included above under the section titled “Director Nominees.”

RYAN BENTON has served as our Chief Financial Officer since April 14, 2025.

Previous Experience

•Prior to Enovix, Mr. Benton served as Chief Financial Officer of Silvaco, Inc., a provider of software solutions for semiconductor and photonics design, from August 2023 to April 2025.

•From July 2020 to August 2023, he served as Chief Financial Officer and a member of the board of directors of Tempo Automation, an electronics manufacturer.

•From September 2018 to July 2020, Mr. Benton served as Chief Financial Officer of Revasum, a semiconductor capital equipment company.

•From December 2012 to May 2017, he held multiple positions at Exar Corporation, a fabless semiconductor chip manufacturer.

Mr. Benton received a Bachelor of Arts of Business Administration in Accounting from the University of Texas at Austin and passed the State of Texas Certified Public Accountancy exam. He has served on several public company boards, including as independent director and audit committee chair.

Ryan Benton

Chief Financial Officer

Age: 54

Executive Officer Since: 2025


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AJAY MARATHE has served as our Chief Operating Officer since November 2022.

Previous Experience

•From October 2021 to August 2022, he served as Senior Vice President, Operations, at Western Digital, a digital storage solutions company.

•From November 2011 to October 2021, he served as Chief Operating Officer at Lumileds, a global lighting company.

•From October 2009 to November 2011, he served as Senior Vice President, Operations at Solaria Corporation, a solar module manufacturer.

•From April 1984 to 2007, he held various roles at AMD, a multinational semiconductor company.

Mr. Marathe received a Bachelor of Engineering in production engineering from Veermata Jijabai Technological Institute, University of Bombay, India and an M.S. in industrial engineering/operations research from Texas Tech University.

Ajay Marathe

Chief Operating Officer

Age: 63

Executive Officer Since: 2022

ARTHI CHAKRAVARTHY has served as our Chief Legal Officer since April 2023. Since 2009, she has served as a Board Member of Hospital for Hope India, a non-profit hospital in rural India she co-founded.

Previous Experience

•Prior to Enovix, Ms. Chakravarthy was the General Counsel of Lighting eMotors, a zero emissions commercial vehicle manufacturing company.

•From March 2019 to July 2021, she served as Deputy General Counsel of Micron Technology, Inc., a semiconductor company.

•Before Micron, she was Vice President, Commercial Legal Affairs at TiVo, Inc., a consumer hardware company.

•Ms. Chakravarthy began her career at law firms including Wilson Sonsini Goodrich & Rosati and Morrison & Foerster LLP.

Ms. Chakravarthy received a J.D. from Stanford Law School where she served as Editor of the Stanford Law Review. She has her B.A. in Human Biology with Honors from Stanford University.

Arthi Chakravarthy

Chief Legal Officer

Age: 46

Executive Officer Since: 2023


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Compensation Discussion and Analysis

Executive Compensation Program

For fiscal year 2024, our named executive officers (NEOs) were:


			Name			Title

			Dr. Raj Talluri			President and Chief Executive Officer
			Farhan Ahmad			Former Chief Financial Officer (1)
			Ajay Marathe			Chief Operating Officer
			Arthi Chakravarthy			Chief Legal Officer and Head of Corporate Development

1.Mr. Ahmad’s last day of employment as an executive officer was December 16, 2024.

Executive Compensation Principles

We are on a mission to deliver high-performance batteries that unlock the full potential of technology products, such as mobile phones, IoT, and defense. We are headquartered in Fremont, California with strategic operational locations in South Korea, Malaysia, India and China. Our current executive compensation program is intended to align executive compensation with our business objectives and to enable us to attract, retain and reward executive officers who contribute to our long-term success.

The foundational pillar to our executive compensation program is to promote accountability for performance and formulate incentives that will create long-term stockholder value. Our strategy has been to design our compensation programs to drive alignment of all employees, including our named executive officers, with our stockholders.

We believe focusing on long-term stockholder value creates collective motivation and responsibility across our Company, consistent with our one team approach. Accordingly, we have a pay for performance emphasis and the majority of our named executive officers’ 2024 pay is contingent on achievement of long-term goals to meaningfully advance the Company.

In 2024, a majority of our NEOs’ target compensation was primarily performance-based compensation under our annual and long-term incentive programs, consistent with our pay for performance culture. We have designed our executive compensation program to attract, reward, and retain executive officers who create continual near- and long-term stockholder value by achieving the Company’s strategic goals and Corporate Success Factors (CSFs). There were over 130 quarterly and annual corporate CSFs in 2024. We also aim to ensure that our executive compensation program is market competitive, as finding, retaining and motivating exceptional talent is essential to our stability and ability to successfully execute our financial, operational and strategic objectives.

ANNUAL PERFORMANCE: Our short-term annual equity incentive program focuses on key metrics that are critical drivers for the Company’s short-term and long-term strategic objectives. These metrics are a constellation of Company strategic goals and more detailed CSFs that we encourage the Company to focus on.

LONG-TERM PERFORMANCE: The majority of our executives’ total compensation is tied to achieving key goals over multiple years that move the company towards long-term stockholder value and growth. In addition to long-term multi-year goals, we have equity grants that vest over multiple years, which encourages named executive officers to consider longer-term goals.


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Stockholder Engagement

The feedback we receive from shareholders plays a key role in Board and committee discussions and helps guide the decisions made by the Board. Each year, our executive management team proactively engages with our largest stockholders to understand their views and gather input on key issues. In 2024, the Company engaged with stockholders representing approximately 60% of our outstanding common stock and held substantive discussions with stockholders that expressed an interest. These conversations cover a range of corporate governance topics, including—but not limited to—Board composition, governance practices, and the continued alignment of executive compensation with Company performance. The stockholder feedback was shared with our Board and Compensation Committee, which informed our decision-making regarding compensation practices.

For our 2024 Annual Meeting of Stockholders, approximately 79% of votes cast supported our advisory “say-on-pay” proposal regarding executive compensation. While the Compensation Committee appreciated that a substantial majority of our stockholders supported our compensation practices, it carefully considered the say-on-pay voting results in the following context:

•50% of our CEO’s 2024 long-term incentives were granted in the form of performance-based equity: In fiscal year 2023, we hired several new executives, including the CEO. Dr. Talluri’s 2023 equity compensation was granted in RSUs to induce him to join Enovix and compensate him for a portion of the awards he forfeited in departing from his prior employer. Initial equity packages for our CEO and other NEOs are structured as a long-term investment in both leadership and company performance. For 2024, 50% of Dr. Talluri and the other NEOs’ equity awards were granted in PRSUs, which require achievement of certain aspirational metrics tied to Company performance and significant efforts to achieve such goals, and 50% were granted in RSUs that vest gradually over multiple years.

•Meaningful year-over-year reduction in CEO pay: For the CEO’s 2024 equity awards, the value of $10.4 million represents an approximate 35% reduction compared to his 2023 equity awards. For the CEO’s 2025 equity awards, the value of $7.0 million granted to Dr. Talluri represents an approximate 33% reduction compared to his 2024 equity awards.

The Compensation Committee will continue to monitor and evaluate our executive compensation program decisions going forward in light of stockholder engagement and investor feedback, including as expressed through the outcome of future say-on-pay votes.

How We Designed Incentives for 2024

In 2024, a majority of our NEO’s target compensation was performance-based compensation under both our annual and long-term incentive programs, consistent with our pay for performance and long-term value creation objectives. In designing incentives for NEOs, the Compensation Committee:

•Set over 100 quarterly and 30 annual rigorous and detailed near-term performance goals across the four quarterly and aggregate annual measurement periods that comprise our short-term incentives. These goals tied to financial, operations, research and development, sales, quality related metrics such as improving our sales outlook, cutting our manufacturing expenses, and milestones around units sold and product launch;

•Paid 100% of quarterly and annual incentive executive compensation in equity to further align executive and stockholder interests; and

•Awarded long-term equity incentives in an equal mix of time-based and performance-based equity that vests over multiple years and, in the case of performance-based awards, upon the achievement of key operations, revenue and research and development targets that are aligned with long-term stockholder value creation.

The charts below highlight the focus on equity and the portion of at-risk mix of the total compensation for our CEO and NEOs based on 2024 compensation. At-risk compensation refers to the portion of an executive’s or employee’s total pay package that is not guaranteed and depends on achievement of performance goals or other conditions being met, and its value varies relative to our stock price performance.


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Executive Compensation Components

Element

% of Total Annual Compensation for CEO

% of Total Annual Compensation for Other NEOs

At Risk

Key Features

Long-term Return

Base Salary

5.2%

10.2%

Attract and retain employees; recognize performance, job scope and experience

Not applicable

Quarterly and Annual Incentives

3.6%

4.6%

Based on over 100 rigorous financial, operational, research and sales goals

Not applicable

Long-Term Incentives- Performance Based

45.6%

42.6%

Multi-year vesting; aligned with the Company’s key strategic goals

Aligns with long-term returns

Long-Term Incentives- Time Based

45.6%

42.6%

Encourages focus on long-term stockholder value creation, fosters retention

Aligns with long-term returns

2024 Performance Highlights

Our strategic priorities in 2024 were to build out Fab2, achieve site acceptance testing for our manufacturing lines and deliver battery samples to smartphone customers. These and other highlights from fiscal year 2024 include that the Company:

MANUFACTURING:

•Celebrated the grand opening of our Fab2 manufacturing facility in Penang, Malaysia, welcomed customers for tours of the new facility, and had multiple OEMs initiate formal factor audits in support of their qualification processes;

•Completed Site Acceptance Testing (SAT) for its High-Volume Manufacturing (HVM) and Agility lines at Fab2.

PRODUCTS:

•Successfully completed safety testing of EX-1M, with performance results indicating we are on track to meet targets for energy density, cycle life and fast charging;

•Successfully sampled EX-2M to key smartphone customers;

•Began development on our next product category of EX-3M batteries.


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CUSTOMERS:

•Expanded active customer engagements to seven of the top eight smartphone OEMs;

•Remain on track for commercial smartphone battery launches in 2025, pending successful completion of customer qualifications;

•Advanced relationships with customers in the augmented reality / virtual reality (AR/VR) and smart eyewear markets;

•Entered into a development agreement with a leading automaker and non-binding MOU with a global automotive OEM.

CAPITALIZATION:

•Substantially completed our 2024 Restructuring Plan, including a reduction in force and continued operating expense discipline, providing optionality for funding additional HVM lines in 2025 and beyond.

2024 Compensation Design and Decisions

Base Salary

Base salaries are set at levels that the Compensation Committee, after review of the Peer Group and analysis of the overall market, deems to be necessary to attract and retain highly talented executive officers. Base salaries of our named executive officers are also set with the goal of rewarding executive officers on a day-to-day basis for their time and services and based on their job responsibilities and other applicable considerations. For 2024, the Compensation Committee determined to increase the base salaries of our named executive officers generally consistent with rates of inflation, with the exception of our CEO, which base salary increase reflected his performance.


Name	2024 Annualized Base Salary ($)	Percent Increase Over 2023 (%)

Dr. Raj Talluri	595,000	9%
Farhan Ahmad	385,481	1%
Ajay Marathe	463,500	3%
Arthi Chakravarthy	357,269	2%

Annual Incentive Program

Our management team is eligible for short-term incentive compensation through our bonus plan, the Annual Incentive Program (the “AIP”). The AIP is intended to help attract and retain our management team members, reward them based on actual business results and help create a “pay for performance” culture.

Every year the Compensation Committee undertakes a rigorous review and analysis to establish annual corporate performance goals under the AIP, and oversees the process by which our management team members establish individual performance goals under the AIP. We refer to these corporate and individual performance goals as critical success factors (CSFs). Incentive compensation under the AIP in 2024 was split into five eligibility periods: four quarterly and one annual.

There were over 130 quarterly and annual corporate CSFs in 2024 that related to measures of performance, covering financial, manufacturing, research and development, products, sales, operational and other metrics, budgetary and operational goals and objectives relating to manufacturing progress, product development, sales, safety, quality, compliance and human capital management, revenue targets, operational efficiency such as spend reduction, customer growth, technology roadmap execution and the shipment of samples to customers. No single corporate or individual CSF carries more than 15% of the overall performance weighting. Individual CSFs are specifically tailored to the individual’s area of responsibility and oversight. While we do not disclose the specifics of our actual goals due to competitive reasons, the goals were designed, for example, to enable the achievement of our public goals discussed in our quarterly shareholder letters for 2024.


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The corporate CSF achievement level is based on the Company’s CSF score with a minimum threshold level of achievement of 0% to a maximum of 120%. Similarly, the individual CSF achievement level is based on the individual’s CSF score, with a minimum threshold level of 0% to a maximum of 120%. The Compensation Committee assessed performance based on our achievements of the corporate CSFs and each individual’s achievement of their individual CSFs, as applicable, on a quarterly and annual basis. The average corporate CSF achievement across the bonus payments was 83.3% with the lowest achievement in a given quarter at 54.6%. The corporate CSFs and individual CSFs for the named executive officers for each quarter and the annual period in 2024 are set forth below:


Performance Goals	Corporate CSFs Outcome (%)	Individual CSFs Outcome (%)

Q1 2024	80	63 - 100
Q2 2024	99	79 - 100
Q3 2024	55	55 - 100
Q4 2024	100	100
Annual 2024	83	83 - 120

Considering all of these factors, the Compensation Committee determined the individual payouts to the NEOs under the AIP based on the achievement level percentages set forth in the table below. The final payout determination under the AIP can be in the form of cash or equity at the Compensation Committee’s discretion. For 2024, the Compensation Committee elected to use only equity, in the form of fully vested RSUs.

In February 2025, based on Company performance against the 2024 CSFs over the four quarterly and annual performance periods, the Compensation Committee approved the following aggregate 2024 annual incentive award payouts:


			2024 AIP Payout
Name	2024 AIP Target ($)	2024 AIP Maximum ($)	Cash ($)	RSUs (1) ($)	Total ($)

Dr. Raj Talluri	$585,000	842,400	—	422,518	422,518
Farhan Ahmad (2)	$138,115	198,886	—	93,588	93,588
Ajay Marathe	$368,640	530,842	—	266,890	266,890
Arthi Chakravarthy	$213,489	307,424	—	184,974	184,974

1.The amounts set forth in this column reflect the aggregate grant date fair value of stock awards granted.

2.Mr. Ahmad’s last day of employment as an executive officer was December 16, 2024 and his AIP payout was prorated accordingly.

Long-Term Equity Incentive Program (“LTIP”)

We use long-term incentive stock awards consistent with our compensation philosophy to reward and retain our executive officers, align their incentives with the long-term corporate performance of the Company and help drive long-term stockholder value.

Our long-term incentive program is comprised of 50% performance stock units (“PRSUs”) and 50% time-based RSUs. Options, stock appreciation rights and other option-like awards are not part of our core compensation, and we did not grant new awards of these equity instruments in 2024.

Our practice is to approve annual equity awards for executives at the regularly scheduled meetings of our Compensation Committee and Board in February. Executives’ annual equity awards are granted in specified dollar amounts, with the number of shares for each PRSU grant, and time-based RSU grant, determined by the closing price of the Company’s common stock on the grant date, which is generally on or around April 1. We may occasionally grant off-cycle equity awards to executives in connection with a new hire or promotion, or for recognition, retention, or other purposes.


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The program is designed to align the interests of our executive officers and certain other employees with our mission and the interests of our stockholders. The 2024 equity grant amounts under the 2023 and 2024 LTI Plans were determined based on the Compensation Committee’s assessment of individual performance as well as the compensation data from peer companies and input from Compensia, and each award was comprised of 50% PRSUs and 50% RSUs.

2024 LONG-TERM INCENTIVE AWARDS

The annual equity awards granted to our named executive officers under the 2024 LTIP were determined by our Compensation Committee considering the factors noted above, including review of a competitive market analysis prepared by Compensia.

For the PRSU component of the 2024 LTIP grant, 50% is earned upon our achievement of milestones in fiscal year 2024, and the remaining 50% is earned based on our achievement of milestones in fiscal year 2025. There are two key performance goals in each of fiscal years 2024 and 2025, weighted at 50% each: manufacturing operations and research and development in 2024, and manufacturing operations and product revenue in 2025. The possible payout of PRSUs is based on our achievement of the performance goals and ranges from 0% to 200%. The payout of PRSUs for fiscal year 2024 was 0% due to the non-attainment of the 2024 performance goals.

The time-based RSU component of the 2024 LTIP grant vests in sixteen equal quarterly installments, subject to continued service. The target goal LTI payout is at 50% for the executive team. Under the 2024 LTIP, the Compensation Committee determined the following equity awards granted to each of our named executive officers:


	2024 LTIP Grant
Name	PRSU Grant Shares Vested Based on 2024 Performance (#)(1)	PRSU Grant Shares Awarded (#)	PRSU Grant Shares Forfeited (#)(1)	RSU Grant Shares Awarded (#)(2)

Dr. Raj Talluri	—	412,719	206,359	412,719
Farhan Ahmad (3)	—	169,147	169,147	169,147
Ajay Marathe	—	135,317	67,658	135,317
Arthi Chakravarthy	—	101,488	50,744	101,488

1.Under the 2024 LTIP, 50% of the PRSUs were forfeited as the fiscal year 2024 performance goals for manufacturing operations and research and development were not met, based on an evaluation of the achievement of such goals on February 12, 2025. The achievement of the fiscal year 2025 performance goals for the 2024 LTIP will be reviewed and determined in 2026. 50% of the PRSUs earned in respect to the 2025 performance goals will vest, subject to attainment of the goals, on the third annual anniversary of the grant date and the remaining PRSUs earned in respect to the 2025 performance goals will vest, subject to the attainment of the goals, on the fourth anniversary of the grant date, subject to continued service.

2.The time-based RSUs under the 2024 LTIP vest in 16 equal quarterly installments, commencing on April 8, 2024, subject to the officers’ continued service as of each applicable vesting date.

3.Mr. Ahmad’s last day of employment as an executive officer was December 16, 2024, prior to the vesting date related to PRSUs tied to the achievement of 2024 performance criteria. As such, all PRSU grant shares were forfeited.

ACHIEVEMENT OF 2023 LONG-TERM INCENTIVE AWARDS

For the PRSU component of the 2023 LTIP grant, one-third (1/3) were earned based upon our achievement of milestones in fiscal year 2023 and the remaining two-thirds (2/3) were earned based on our achievement of milestone

SEC Form DEF 14A filed by Enovix Corporation