DEF 14A

DEF 14A 1 d719495ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14 (a)

OF THE SECURITIES EXCHANGE ACT OF 1934

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 Under Section 240.14a-12

INTEVAC, INC.

(Exact Name of Registrant as Specified in its Charter)

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.

LOGO

April 10, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Intevac, Inc., a Delaware corporation, which will be held Wednesday, May 15, 2024 at 3:30 p.m., Pacific Daylight Time, at our principal executive offices located at 3560 Bassett Street, Santa Clara, California 95054. The accompanying notice of Annual Meeting, proxy statement and form of proxy card are being distributed to you on or about April 10, 2024.

Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our 2023 Annual Report. We encourage you to read this information carefully.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Please review the instructions on the proxy card regarding each of these voting options.

Thank you for your ongoing support of Intevac. We look forward to seeing you at the Annual Meeting. Please notify Elizabeth De La Torre at (408) 986-9888 if you plan to attend.

Sincerely yours,

LOGO

Nigel Hunton

President and Chief Executive Officer

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INTEVAC, INC.

3560 Bassett Street

Santa Clara, California 95054

NOTICE OF ANNUAL MEETING

FOR 2024 ANNUAL MEETING OF STOCKHOLDERS


Date and Time:		Wednesday, May 15, 2024 at 3:30 p.m., Pacific Daylight Time.

Location:		Intevac’s principal executive offices, located at: 3560 Bassett Street, Santa Clara, California 95054.

Items of Business:		(1) To elect five directors to serve until Intevac’s next annual meeting of stockholders or until their respective successors are duly elected and qualified.

		(2) To approve the amended Intevac 2003 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 300,000 shares.

		(3) To approve the amended Intevac 2020 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 900,000 shares.

		(4) To ratify the appointment of BPM LLP as Intevac’s independent public accountants for the fiscal year ending December 28, 2024.

		(5) To approve, on a non-binding, advisory basis, compensation paid to Intevac’s named executive officers.

		(6) To transact such other business as may properly come before the Annual Meeting or any postponement, adjournment or other delay thereof.

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

Adjournments and Postponements:		Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date:		You are entitled to vote if you were a stockholder of record as of the close of business on March 26, 2024.

Voting:		Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and submit your proxy card or vote on the Internet or by telephone as soon as possible. For specific instructions on how to vote your shares, please refer to the section of the proxy statement entitled “Questions and Answers About Procedural Matters” and the instructions on the enclosed proxy card.

By Order of the Board of Directors,

LOGO

KEVIN SOULSBY

Interim Chief Financial Officer, Secretary and Treasurer

This notice of Annual Meeting, proxy statement and accompanying form of proxy card are first being distributed on or about April 10, 2024.

TABLE OF CONTENTS


	Page
Questions and Answers About Procedural Matters		1
Annual Meeting		1
Stock Ownership		1
Quorum and Voting		2
Stockholder Proposals and Director Nominations		5
Additional Information about the Proxy Materials		6
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON MAY 15, 2024		7
Proposal One – Election of Directors		8
Majority Voting Standard		8
Nominees		8
Business Experience and Qualifications of Nominees for Election as Directors		8
Proposal Two – Approval of the Amended Intevac 2003 Employee Stock Purchase Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 300,000 Shares		11
Summary of the 2003 Employee Stock Purchase Plan		11
Federal Income Tax Aspects		13
Amendment and Termination of the 2003 ESPP		13
2003 ESPP Transactions for Certain Individuals and Groups		14
Required Vote		14
Summary		14
Proposal Three – Approval of the Amended Intevac 2020 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 900,000 Shares		15
Proposed Amendment		15
Summary of the 2020 Equity Incentive Plan		16
Federal Tax Aspects		21
Number of Awards Granted to Employees, Consultants, and Directors		23
Required Vote		23
Summary		23
Proposal Four – Ratification of Independent Public Accountants		24
Principal Accountant Fees and Services		24
Pre-Approval of Audit and Permissible Non-Audit Services		24
Required Vote		24
Proposal Five – Advisory Vote to Approve Executive Compensation		25
Required Vote		25
Corporate Governance Matters		26
Code of Business Conduct and Ethics		26
Corporate Governance Guidelines		26
Environment, Social and Governance		26
Community Involvement		27
Human Capital Management		27
Cybersecurity		27
Independence of the Board		27
Board Meetings and Committees		27
Attendance at Annual Stockholder Meetings by the Board		29
Board Leadership Structure		30
Lead Independent Director		30
Policy Regarding Board Nominees		30
Director Qualifications and Review of Director Nominees		31
Contacting the Board		31
Risk Assessment		32
Compensation Consultant		32
Executive Compensation and Related Information		33
Named Executive Officer Compensation Overview		33
2023 Summary Compensation Table		51


	Page
Outstanding Equity Awards at 2023 Fiscal Year-End		52
Executive Employment Agreements and Arrangements		53
Potential Payments upon Termination of Employment or Change of Control		53
2023 Pay Versus Performance Table		56
Compensation of Directors		61
Equity Compensation Plan Information		62
Security Ownership of Certain Beneficial Owners and Management		64
Certain Relationships and Related Party Transactions		65
Audit Committee Report		66
Other Business		67

INTEVAC, INC.

3560 Bassett Street

Santa Clara, California 95054

PROXY STATEMENT

FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS

Annual Meeting

Q:	Why am I receiving these proxy materials?

The Board of Directors (the “Board”) of Intevac, Inc. (“we,” “us,” “Intevac” or the “Company”) is providing these proxy materials to you in connection with the solicitation by the Board of proxies for use at Intevac’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held Wednesday, May 15, 2024 at 3:30 p.m., Pacific Daylight Time, or at any adjournment or postponement thereof for the purpose of considering and acting upon the matters set forth herein. The notice of Annual Meeting, this proxy statement and accompanying form of proxy card are being distributed to you on or about April 10, 2024.

Q:	Where will the Annual Meeting be held?

A:	The Annual Meeting will be held at Intevac’s principal executive offices, located at 3560 Bassett Street, Santa Clara, California 95054.

Q:	Can I attend the Annual Meeting?

You are invited to attend the Annual Meeting if you were a stockholder of record or a beneficial owner as of March 26, 2024 (the “Record Date”). You should bring photo identification for entrance to the Annual Meeting and proof of your holdings. The meeting will begin promptly at 3:30 p.m., Pacific Daylight Time.

Stock Ownership

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:	Stockholders of record – If your shares are registered directly in your name with Intevac’s transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the “stockholder of record.” These proxy materials have been sent directly to you by Intevac.

Beneficial owners – Many Intevac stockholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or another nominee, you are considered the “beneficial owner” of shares held in “street name.” In this case the proxy materials will have been forwarded to you by your broker, trustee or nominee, who is considered, with respect to those shares, the stockholder of record.

As the beneficial owner, you have the right to direct your broker, trustee or other nominee on how to vote your shares, and if you do not do so then most of the proposals will not receive the benefit of your vote. For directions on how to vote shares beneficially held in street name, please refer to the voting instruction card provided by your broker, trustee or nominee. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote those shares at the Annual Meeting.

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Quorum and Voting

Q:	What is the quorum requirement for the Annual Meeting?

A quorum is the minimum number of shares required to be present or represented at the Annual Meeting for the meeting to be properly held. The presence of the holders of a majority of the shares of Intevac’s common stock, par value $0.001 per share (the “Common Stock”) issued and outstanding and entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Such stockholders are counted as present at the meeting if they (1) are present in person at the Annual Meeting or (2) have properly submitted a proxy.

Under the General Corporation Law of the State of Delaware, abstentions and broker “non-votes” are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting.

Q:	What is a broker non-vote?

A:	A broker non-vote on a proposal occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Q:	Who is entitled to vote at the Annual Meeting?

A:	Holders of record of Intevac’s Common Stock at the close of business on the Record Date are entitled to receive notice of and to vote their shares at the Annual Meeting. Such stockholders are entitled to cast one vote for each share of Common Stock held as of the Record Date.

On the Record Date, there were 26,584,057 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, held by 69 stockholders of record. We believe that approximately 3,750 beneficial owners hold shares through brokers, fiduciaries and nominees. No shares of Intevac’s preferred stock were outstanding.

Q:	What shares may I vote?

You may vote all of the shares of Common Stock owned by you as of the close of business on the Record Date. Each stockholder is entitled to one vote for each share held as of the Record Date on all matters presented at the Annual Meeting. Stockholders are not entitled to cumulate their votes in the election of directors.

Q:	How many directors may I vote for?

A:	Stockholders may vote for up to five nominees for director. The Board recommends that you vote “FOR” all five of the Board’s nominees for director.

Q:	How can I vote my shares in person during the Annual Meeting?

Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or voting instructions as described below, so that your vote will be counted if you later decide not to attend the meeting.

Q:	How can I vote my shares without attending the Annual Meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. If you are a stockholder of record, you may vote by submitting a proxy by mail, Internet or telephone. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee. For instructions on how to vote, please refer to the instructions below and those included on your proxy card or, for shares held beneficially in street name, the voting instructions provided to you by your broker, trustee or nominee.

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By mail – Stockholders of record may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelopes. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted. Intevac stockholders who hold shares beneficially in street name may vote by mail by following the voting instructions provided by their brokers, trustees or nominees and mailing them in the accompanying pre-addressed envelopes.

By Internet – Stockholders of record with Internet access may submit proxies by following the “Vote by Internet” instructions on their proxy cards until 11:59 p.m., Eastern Daylight Time, on Tuesday, May 14, 2024. Most Intevac stockholders who hold shares beneficially in street name may vote by accessing the website specified in the voting instructions provided by their brokers, trustees or nominees. Beneficial owners should check their voting instructions for Internet voting availability.

By telephone – Stockholders of record who live in the United States, Puerto Rico or Canada may submit proxies by following the “Vote by Phone” instructions on their proxy cards until 11:59 p.m., Eastern Daylight Time, on Tuesday, May 14, 2024. Most Intevac stockholders who hold shares beneficially in street name may vote by phone by calling the number specified in the voting instructions provided by their brokers, trustees or nominees. Beneficial owners should check their voting instructions for telephone voting availability.

Q:	What proposals will be voted on at the Annual Meeting?

A:	At the Annual Meeting, stockholders will be asked to vote on:

(1)

The election of five directors to serve until Intevac’s next annual meeting of stockholders or until their respective successors are duly elected and qualified;

(2)

The approval of the amended Intevac 2003 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 300,000 shares;

(3)

The approval of the amended Intevac 2020 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 900,000 shares;

(4)

The ratification of the appointment of BPM LLP as independent public accountants of Intevac for the fiscal year ending December 28, 2024; and

(5)

The approval, on a non-binding, advisory basis, of the compensation paid to Intevac’s named executive officers (“NEOs”).

Q:	What is the voting requirement to approve each of the proposals?

Election of Directors (Proposal One): Under our Bylaws, in an uncontested election (i.e., one in which the number of candidates for election does not exceed the number of directors to be elected) a nominee for director will be elected to the Board if the votes cast “FOR” such nominee’s election by the holders of the shares present in person or represented by proxy and entitled to vote on the election of directors exceed the votes cast “AGAINST” such nominee’s election by such holders. You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of the five nominees for election as director. The Board has nominated only those candidates who have tendered an irrevocable resignation effective upon (i) such candidate’s failure to receive the required vote in an uncontested election and (ii) acceptance of such resignation by the Board. If an incumbent director does not receive more votes cast “FOR” than “AGAINST” his or her election in an uncontested election, the Nominating and Governance Committee is required to make a recommendation to the Board as to whether it should accept or reject such resignation. Thereafter, the Board is required to decide whether to accept or reject such resignation. In a contested election, the required vote would be a plurality of votes cast. Nominees elected as directors of Intevac shall serve for a term of one year or until their respective successors have been duly elected and qualified.

Equity Plan Proposals (Proposals Two and Three): Approval of (1) the amended Intevac 2003 Employee Stock Purchase Plan (Proposal Two) and (2) the amended Intevac 2020 Equity Incentive Plan (Proposal Three) each requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote on the proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” for each of these proposals.

Ratification of BPM LLP (Proposal Four): Ratification of the selection of BPM LLP requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote on the proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. Although stockholder ratification of the selection of BPM LLP as Intevac’s independent public accountants is not required by our Bylaws or other applicable legal

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requirements, the Board is submitting the selection of BPM LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year, if it determines that such a change would be in the best interests of Intevac and its stockholders.

Advisory Vote on Executive Compensation (Proposal Five): The affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote on the proposal is required to approve, on a non-binding, advisory basis, the compensation of Intevac’s NEOs. You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. Because your vote is advisory, it will not be binding on Intevac or the Board. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Q:	What effect do abstentions and broker non-votes have on the proposals?

A:	Shares voted “ABSTAIN” and shares not represented at the meeting will have no effect on the election of directors. For each of the other proposals, abstentions have the same effect as “AGAINST” votes.

If you are a beneficial holder and do not provide specific voting instructions to your broker or other nominee, the broker or other nominee that holds your shares will not be able to vote your shares, which will result in “broker non-votes” on proposals other than the ratification of the appointment of BPM LLP as Intevac’s independent auditor for the current fiscal year. Consequently, if you do not submit any voting instructions to your broker or other nominee, your broker or other nominee may exercise its discretion to vote your shares on Proposal Four to ratify the appointment of BPM LLP. Broker non-votes will not be counted in the tabulation of the voting results on any of the proposals.

Q:	How does the Board recommend that I vote?

A:	The Board unanimously recommends that you vote your shares:

•

“FOR” the election of all of the nominees as director listed in Proposal One;

•

“FOR” the adoption of the amendment to add an additional 300,000 shares to the Intevac 2003 Employee Stock Purchase Plan;

•

“FOR” the adoption of the amendment to add an additional 900,000 shares to the Intevac 2020 Equity Incentive Plan;

•

“FOR” the ratification of the selection of BPM LLP as Intevac’s independent public accountants for the fiscal year ending December 28, 2024; and

•

“FOR” the approval, on a non-binding, advisory basis, of the compensation of Intevac’s NEOs.

Q:	If I sign a proxy, how will it be voted?

All shares entitled to vote and represented by properly executed proxy cards received prior to the applicable deadlines described above (and not revoked) will be voted at the Annual Meeting in accordance with the instructions indicated on those proxy cards. If no instructions are indicated on a properly executed proxy card, the shares represented by that proxy card will be voted as recommended by the Board.

Q:	What happens if additional matters are presented at the Annual Meeting?

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the enclosed proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. Intevac does not currently anticipate that any other matters will be raised at the Annual Meeting.

Q:	Can I change or revoke my vote?

A:	Subject to any rules and deadlines your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting.

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If you are a stockholder of record, you may change your vote by (1) filing with Intevac’s Secretary, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares, or (2) attending the Annual Meeting in person and voting your shares during the meeting. Attending the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request at the meeting. A stockholder of record that has voted on the Internet or by telephone may also change his or her vote by making a timely and valid later Internet or telephone vote.

If you are a beneficial owner of shares held in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or other nominee or (2) if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares in accordance with the instructions set forth above, by attending the Annual Meeting and voting your shares during the meeting.

Any written notice of revocation or subsequent proxy card must be received by Intevac’s Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be sent so as to be delivered to Intevac’s principal executive offices, Attention: Secretary, by May 14, 2024.

Q:	Who will bear the cost of soliciting votes for the Annual Meeting?

Intevac will bear all expenses of this solicitation, including the cost of preparing and mailing these proxy materials. Intevac may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of Intevac may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. Intevac may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. Our costs for such services, if retained, will not be significant.

Q:	How do I attend the Annual Meeting?

Attendance at the Annual Meeting will be limited to stockholders and the Company’s invited guests. Each stockholder may be asked to present a valid picture identification, such as a driver’s license or passport. Stockholders holding shares of Common Stock in brokerage accounts or through a bank or other nominee may be required to show a brokerage statement or account statement reflecting stock ownership as of the Record Date. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. You may contact the Company at 1-408-986-9888 for directions to the Annual Meeting.

If you are a stockholder of record as of the Record Date, you may vote your shares in person by ballot at the Annual Meeting. If you hold your shares through a bank, broker or other nominee, you will not be able to vote in person by ballot at the Annual Meeting unless you have obtained a “legal proxy” from your bank, broker or nominee giving you the right to vote the shares at the Annual Meeting and present it at the meeting.

Q:	Where can I find the voting results of the Annual Meeting?

A:	We intend to announce preliminary voting results at the Annual Meeting and will publish final results in a Form 8-K within four business days after the Annual Meeting.

Stockholder Proposals and Director Nominations

Q:	What is the deadline to nominate individuals to serve as directors or propose actions for consideration at next year’s annual meeting of stockholders?

A:	You may submit proposals, including director nominations, for consideration at future stockholder meetings.

Requirements for stockholder proposals to be considered for inclusion in Intevac’s proxy materials – Stockholders may present proper proposals for inclusion in Intevac’s proxy statement and for consideration at the next annual meeting of its stockholders by submitting their proposals in writing to Intevac’s Secretary in a timely manner. Assuming a mailing date of April 10, 2024 for this proxy statement, in order to be included in the proxy statement for Intevac’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), stockholder proposals must be received by Intevac’s Secretary no later than December 11, 2024, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2025 Annual Meeting, notice must be submitted by the same

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deadline as disclosed below under the advance notice provisions of Intevac’s Bylaws and must include the information in the notice required by our Bylaws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act.

Requirements for stockholder proposals to be brought before an annual meeting – In addition, Intevac’s Bylaws establish an advance notice procedure for stockholders who wish to present certain matters before an annual meeting of stockholders. In general, nominations for the election of directors may be made by or at the direction of the Board or by any stockholder entitled to vote in the election of directors at the meeting who has delivered written notice to Intevac’s Secretary that is received no later than the Notice Deadline (as defined below), which notice must contain specified information concerning the nominees and concerning the stockholder proposing such nominations.

Intevac’s Bylaws also provide that the only business that may be conducted at an annual meeting is business that is (1) specified in the notice of meeting given by or at the direction of the Board, (2) properly brought before the meeting by or at the direction of the Board or (3) properly brought before the meeting by a stockholder who has delivered written notice to the Secretary of Intevac that is received no later than the Notice Deadline (as defined below), which notice must contain specified information about the matters to be brought before such meeting and about the stockholder proposing such matters.

The “Notice Deadline” is defined as that date which is 120 days prior to the one-year anniversary of the date on which Intevac first mailed its proxy materials to stockholders for the previous year’s annual meeting of stockholders; provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date of the prior year’s meeting, notice must be received not later than the close of business on the later of 120 days prior to such annual meeting and ten calendar days following the date on which public announcement of the date of the meeting is first made. As a result, assuming a mailing date of April 10, 2024 for this proxy statement, the Notice Deadline for the 2025 annual meeting of stockholders is December 11, 2024.

If a stockholder who has notified Intevac of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such meeting, Intevac is not required to present the proposal for a vote at such meeting.

Q:	How may I obtain a copy of the bylaw provisions regarding stockholder proposals and director nominations?

A copy of the full text of the bylaw provisions discussed above may be obtained by writing to the Secretary of Intevac. A copy of our bylaws may also be obtained by accessing our filings on the SEC’s website at www.sec.gov. All notices of proposals by stockholders, whether or not to be included in Intevac’s proxy materials, should be sent to Intevac’s principal executive offices, Attention: Secretary.

Additional Information about the Proxy Materials

Q:	What should I do if I receive more than one set of proxy materials?

You may receive more than one set of proxy materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card or voting instruction card that you receive to ensure that all your shares are voted.

Q:	How may I obtain a separate set of proxy materials or the 2023 Annual Report?

A:	If you share an address with another stockholder, it is possible that each stockholder may not receive a separate copy of the proxy materials and 2023 Annual Report.

Stockholders who do not receive a separate copy of the proxy materials and 2023 Annual Report may request to receive a separate copy of the proxy materials and 2023 Annual Report by calling 1-408-986-9888 or by writing to Investor Relations at Intevac’s principal executive offices. Upon such an oral or written request, we will promptly deliver the requested materials. Alternatively, stockholders who share an address and receive multiple copies of our proxy materials and 2023 Annual Report can request to receive a single copy by following the instructions above, although each stockholder of record or beneficial owner must still submit a separate proxy card.

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Q:	What is the mailing address for Intevac’s principal executive offices?

A:	Intevac’s principal executive offices are located at 3560 Bassett Street, Santa Clara, California 95054.

Any written requests for additional information, additional copies of the proxy materials and 2023 Annual Report, notices of stockholder nominations or proposals, recommendations of candidates to the Board, communications to the Board or any other communications should be sent to this address.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON MAY 15, 2024.

The proxy statement and the 2023 Annual Report are available at www.intevac.com.

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PROPOSAL ONE

ELECTION OF DIRECTORS

Our business affairs are managed under the direction of the Board, which is currently composed of five members. At the Annual Meeting, five directors are to be elected to serve until Intevac’s next annual meeting of stockholders and until a successor for any such director is elected and qualified, or until the earlier death, resignation or removal of such director. If you return a proxy but do not give instructions with respect to the election of directors, your shares will be voted for the five nominees named below unless authority to vote for any such nominee is withheld. Each of the nominees are standing for reelection. Each person nominated for election has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unavailable or will decline to serve. In the event, however, that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any other person who is designated by the current Board to fill the vacancy. The proxies solicited by this proxy statement may not be voted for more than five nominees.

Majority Voting Standard

Under Intevac’s Bylaws, in an uncontested election such as this one, a nominee must receive more votes cast “for” such nominee than votes cast “against” such nominee in order to be elected. Abstentions are not counted as votes cast and, therefore, have no effect on the election of directors.

In accordance with our corporate governance guidelines, the Board has nominated only those candidates who have tendered an irrevocable resignation effective upon (i) such candidate’s failure to receive the required vote in an uncontested election and (ii) acceptance of such resignation by the Board. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender the same form of resignation promptly following their election to the Board.

If an incumbent director fails to receive the required vote for reelection, then the Nominating and Governance Committee will consider the offer of resignation and recommend to the Board the action to be taken, and the Board will publicly disclose its decision as to whether to accept or reject the offered resignation. Any director whose resignation is under consideration shall abstain from participating in any decision of the Nominating and Governance Committee or the Board itself regarding that resignation.

Nominees

Set forth below is information regarding the nominees to the Board.


Name of Nominee	Position(s) with Intevac	Age		Director Since	Committees	Other Reporting Company Boards
David S. Dury	Chairman of the Board		75	2002	NGC (Chair), AC		—
Nigel D. Hunton	President and Chief Executive Officer		63	2022			—
Kevin D. Barber	Director		63	2018	HCC (Chair), AC		—
Dorothy D. Hayes	Director		73	2019	AC (Chair), HCC		1
Michele F. Klein	Director		74	2019	HCC, NGC		1

AC — Audit Committee, HCC — Human Capital Committee, NGC — Nominating and Governance Committee

The Board unanimously recommends a vote “FOR” all the nominees listed above.

Business Experience and Qualifications of Nominees for Election as Directors

Each nominee brings a strong and unique background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance and board service, executive management, financial management and operations. Set forth below are the conclusions reached by the Board with regard to each of its directors.

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As described elsewhere in this proxy statement under the heading “Policy Regarding Board Nominees,” the Board believes that its members should possess a balance of knowledge, experience and capability. In identifying and evaluating director candidates, the Nominating and Governance Committee considers the current size and composition of the Board, the needs of the Board and the respective committees of the Board, a candidate’s character, judgment, diversity, age, expertise, business experience, length of service, independence, other commitments and the like, the relevance of the candidate’s skills and experience to the business, and such other factors as the Nominating and Governance Committee may consider appropriate. In addition to fulfilling the above criteria, the Board has determined that all of our current directors, other than Mr. Hunton, is independent under applicable Nasdaq rules.

Mr. Dury has served as Chairman of the Board since August 2017 and as a director of Intevac since July 2002 and previously served as the Lead Independent Director from 2007 to 2017. Mr. Dury has served as the Chair of the Nominating and Governance Committee since February 2018 and as member of the Audit Committee since May 2022. Mr. Dury has previously served on the Audit Committee both as a member and as the Chair from 2002 to 2017 and on the Human Capital Committee both as a member and as the Chair from 2013 to 2017. Mr. Dury served as a co-founder of Mentor Capital Group, a venture capital firm from July 2000 until his retirement in May 2009. From 1996 to 2000, Mr. Dury served as Senior Vice President and Chief Financial Officer (“CFO”) of Aspect Development, a software development firm. Mr. Dury holds a BA in psychology from Duke University and an MBA from Cornell University. The Board believes Mr. Dury’s qualifications to sit on our Board include his executive experience as a partner in a venture capital firm, his experience with financial accounting matters as a previous CFO, as well as his operational, management and corporate governance expertise working on other companies’ boards of directors.

Mr. Hunton joined Intevac in January 2022 as President and Chief Executive Officer (“CEO”) and has served as a director of Intevac since January 2022. Prior to joining Intevac, Mr. Hunton served as President and Chief Executive Officer at Photon Control Inc., a provider of optical sensors and systems to the semiconductor equipment industry, from May 2019 to July 2021. From July 2017 to May 2019, he was the President and Chief Executive Officer at Ferrotec (USA) Corporation, an electronics component manufacturing company. From April 2017 to July 2017, Mr. Hunton served as Special Projects Manager at Ferrotec GmbH. Mr. Hunton served as Managing Director at Hunton Associates Ltd, a management consulting company, from January 2016 to July 2017. From 2012 to 2015, Mr. Hunton served as Chief Executive Officer of MBA Polymers, Inc., a recycling company. From 1985 to 2012, Mr. Hunton served in various management roles at the Edwards Group, a global vacuum technology company. Mr. Hunton holds a BS in mechanical engineering from University of Manchester Institute of Science and Technology. The Board believes Mr. Hunton’s qualifications to sit on our Board include his years of executive experience, including as chief executive officer of several companies, his strong leadership abilities, management skills and technical expertise.

Mr. Barber was appointed as a director of Intevac in February 2018. Mr. Barber has served as the Chair of the Human Capital Committee since February 2019 and as member of the Audit Committee since August 2018. Mr. Barber previously served as a member of the Human Capital Committee from February 2018 to February 2019. From 2018 to February 2023, Mr. Barber served as Chief Executive Officer of Ensurge Micropower ASA, a publicly traded Norwegian company and a manufacturer of solid state lithium batteries. Prior to joining Ensurge Mircropower ASA, Mr. Barber served from 2011 until 2018 as the Senior Vice President and General Manager of the Mobile Division of Synaptics, a provider of human interface technologies. From 2008 until 2010, Mr. Barber served as Chief Executive Officer and president of ACCO Semiconductor, Inc., a fabless semiconductor company serving the mobile communications market. From 2006 to 2008, Mr. Barber served as a consultant for PRTM Management Consultants Inc. From 2003 until 2006, Mr. Barber served in various roles at Skyworks Solutions, a provider of analog semiconductors, including senior vice president and general manager, mobile platforms, and earlier, RF solutions, and senior vice president, operations. From 1997 to 2002, Mr. Barber served as senior vice president of operations for Conexant Systems. Mr. Barber holds a BS in Electrical Engineering from San Diego State University and an MBA from Pepperdine University. The Board believes Mr. Barber’s qualifications to sit on our Board include his experience as chief executive officer of a solid state lithium battery company and his years of operational and management experience in the mobile display and handset, tablet, and semiconductor device industries.

Ms. Hayes was appointed as a director of Intevac in June 2019. Ms. Hayes has served as the Chair of the Audit Committee since August 2019 and as member of the Human Capital Committee since May 2022. Ms. Hayes served from 2003 until her retirement in 2008 as Corporate Controller and Chief Accounting Officer and later as Chief Audit Executive at Intuit, a business and financial software company. From 1999 until 2003, Ms. Hayes served as Vice President, Corporate Controller and Chief Accounting Officer of Agilent Technologies, a public research, development and manufacturing company. From 1989 until 1999, Ms. Hayes served as Assistant Corporate Controller, financial executive of the Measurement Systems Organization and Chief Audit Executive of Hewlett Packard, a multinational information technology company. From 1980 until 1989, Ms. Hayes served in various management functions including Vice President, Corporate Controller of Apollo Computer, a computer hardware and software company. Ms. Hayes currently serves on the board of directors at First Tech Federal Credit

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Union, a cooperative financial institution and served as the nonexecutive Chairman from 2016 to April 2022. Ms. Hayes currently serves on the board of directors and as chair of the audit committee of BigBear.ai Holdings, Inc., a software products and technology company that operationalizes artificial intelligence and machine learning at scale through its end-to-end data analytics platform. She has served as a Strategic Advisor to GigCapital Global, Inc., a serial SPAC issuer, since December 2020, and formerly served as chair of the audit committee for the SPAC GigCapital5, Inc. from February 2021 to February 2024, and formerly as chair of the audit committee for GigInternational1, Inc. from March 2021 to December 2022. She previously chaired the audit committee of the Vantagepoint Funds, a captive mutual fund series of ICMA Retirement Corporation, and the audit committee for Range Fuels, a privately-held biofuels company. Ms. Hayes has served as a board member or trustee of various non-profit and philanthropic organizations and is currently a board member and finance committee chair for CoGenerate (formerly Encore.org). Ms. Hayes previously served as a board member of Center for Excellence in Nonprofits and the Computer History Museum. Ms. Hayes holds an MS in Finance from Bentley University, and received both a MS in Business Administration and a BA in Elementary Education from the University of Massachusetts, Amherst. The Board believes Ms. Hayes’s qualifications to sit on our Board include her expertise in internal audit and controllership with large global technology companies and corporate governance expertise working on other companies’ boards of directors.

Ms. Klein was appointed as a director of Intevac in June 2019. Ms. Klein has served as a member of the Human Capital Committee and the Nominating and Governance Committee since August 2019. She also serves on the board of directors of Aviat Networks, Inc., a provider of wireless transport solutions, chairing the Nominating and Governance Committee and serving as a member of the Compensation Committee. Ms. Klein currently heads Jasper Ridge Inc., a consulting company developing technology to improve vision and is a director of Gridtential Energy, a private energy storage company. From 2021 to 2023, Ms. Klein was a director of Rockley Photonics Holdings Limited, a photonics technology company, where she chaired the Nominating and Governance Committee and served as a member of the Compensation Committee. From 2017 to 2021, she served as a director of Photon Control Inc., a publicly-listed Canadian company providing sensors and systems to the semiconductor equipment industry, chairing the Mergers & Acquisitions Committee and serving on the Audit Committee. From 2005 until 2010, Ms. Klein served as Senior Director of Applied Ventures LLC, the venture capital arm of Applied Materials, where she recommended and managed venture capital investments in energy storage and solar energy, and represented Applied Materials on the boards of energy technology companies. Prior to that Ms. Klein co-founded Boxer Cross Inc., a semiconductor equipment manufacturer, and served as Chief Executive Officer and on the board of directors from 1997 until its acquisition by Applied Materials in 2003. She previously co-founded and led High Yield Technology Inc., a semiconductor metrology company, from 1986 until its acquisition by Pacific Scientific in 1996. Prior to that, Ms. Klein held management positions at Knoll International, a manufacturer of office furniture systems and Hewlett-Packard, a multinational information technology company. Ms. Klein earned an MBA from the Stanford Graduate School of Business and a BS from the University of Illinois. The Board believes Ms. Klein’s qualifications to sit on our Board include her experience as a chief executive officer of a semiconductor equipment manufacturing company and years of operational, management and corporate governance expertise working on other companies’ boards of directors in the semiconductor equipment and solar energy industries.

The table below summarizes key qualifications, skills and attributes of the director nominees. A mark indicates a specific area of focus or experience; the lack of a mark does not mean the director nominee does not possess that qualification or skill.

Leadership

Technology

Financial
Experience

Global
Business

Sales and
Marketing

Additional
U.S. Public
Company
Board

David S. Dury

✓

Nigel D. Hunton

✓

Kevin D. Barber

✓

Dorothy D. Hayes

✓

Michele F. Klein

✓

Board Diversity Matrix as of April 10, 2024

Total Number of Directors

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

Part II: Demographic Background

White

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PROPOSAL TWO

APPROVAL OF THE AMENDED INTEVAC 2003 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED THEREUNDER BY 300,000 SHARES

The Intevac 2003 Employee Stock Purchase Plan (the “2003 ESPP”) was originally adopted by our Board and approved by our stockholders in 2003, and was last approved by our stockholders in 2023. Employees have participated in the 2003 ESPP or its predecessor plan, the 1995 Employee Stock Purchase Plan, since 1995. We are asking our stockholders to approve an amended 2003 ESPP to increase the number of shares of our Common Stock that may be issued under the 2003 ESPP by 300,000 shares. We expect that this increase to the number of shares available for issuance under the 2003 ESPP to be sufficient to meet the plan’s needs for at least another year.

The 2003 ESPP provides us an important incentive tool for our employees and helps us to attract, retain and motivate our employees whose skills and performance are critical to our success. We strongly believe that the 2003 ESPP is essential for us to compete for talent in the labor markets in which we operate and our Board, including the Human Capital Committee of the Board has determined that it is in our best interests and the best interests of our stockholders to make an additional 300,000 shares of our Common Stock available for purchase under the 2003 ESPP. As such, the Human Capital Committee recommended and the Board approved and has put forth for approval of our stockholders an amended 2003 ESPP to increase the number of shares reserved thereunder by 300,000 shares of our Common Stock, which increase will be subject to the adjustment provisions of the ESPP. If our stockholders approve this Proposal Two, the aggregate number of shares available for issuance under the 2003 ESPP since its inception will be 6,658,000, and the total number of shares of Common Stock that remain available to be issued in the future under such plan will be approximately 592,000 shares, subject to the adjustment provisions of the ESPP. The requested increase represents approximately 1.13% of the outstanding shares of our Common Stock as of March 29, 2024, and the total number of shares available for issuance under the 2003 ESPP would be approximately 2.23% of the outstanding shares of our Common Stock as of March 29, 2024.

The Board of Directors unanimously recommends a vote “FOR” the amended 2003 Employee Stock Purchase Plan to increase the number of shares of Common Stock reserved for issuance thereunder by 300,000 shares.

Summary of the 2003 Employee Stock Purchase Plan

The following paragraphs provide a summary of the principal features of the 2003 ESPP and its operation. The following summary is qualified in its entirety by reference to the 2003 ESPP as set forth in Appendix A. No amendments other than the proposed amendment to increase the number of shares reserved under the 2003 ESPP by 300,000 shares of our Common Stock have been made to the 2003 ESPP since the 2003 ESPP was last approved by our stockholders in 2023.

General

The 2003 ESPP was originally adopted by our Board in January 2003 and approved by our stockholders in May 2003. The purpose of the 2003 ESPP is to provide employees with an opportunity to purchase our Common Stock through payroll deductions.

Administration

Our Board or a committee appointed by the Board administers the 2003 ESPP. All questions of construction, interpretation or application of the 2003 ESPP are determined by the Board or the committee, and its findings, decisions and determinations are final and binding upon all participants.

Eligibility

Each of our employees, or the employees of our designated subsidiaries, whose customary employment is for at least twenty (20) hours per week and more than five (5) months per calendar year is eligible to participate in the 2003 ESPP; except that no employee may be granted a purchase right under the 2003 ESPP (i) to the extent that, immediately after the grant, such employee (or any person whose stock would be attributable to such employee) would own our stock or the stock of our parent corporation or any of our subsidiaries and/or hold outstanding options to purchase stock possessing 5% or more of the total voting power or total value of all classes of our stock or our parent corporation or any of our subsidiaries, or (ii) to the extent

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that his or her rights to purchase stock under all of our employee stock purchase plans or those of our parent corporation or any of our subsidiaries accrues at a rate which exceeds $25,000 worth of stock (determined at the fair market value of the shares at the time such purchase right is granted) for each calendar year in which such purchase right is outstanding. As of March 29, 2024, approximately 126 employees were eligible to participate in the 2003 ESPP. As of the same date, the closing price of a share of our Common Stock as reported on The Nasdaq Stock Market (NASDAQ Global Select) was $3.84. Eligible employees have the opportunity to elect to participate in the 2003 ESPP approximately twice per year.

Offering Period

Shares of our Common Stock are offered for purchase under the 2003 ESPP through a series of successive offering periods, each with a maximum duration of approximately twenty-four (24) months, with each new offering period starting on a date determined by the plan administrator. The plan administrator has the authority to change the duration of the offering periods, including the commencement dates thereof, with respect to future offerings without stockholder approval if such change is announced prior to the start of the first offering period affected, except with respect to automatic transfers to lower price offering periods, as described below. Each offering period is comprised of a series of one or more successive purchase intervals. Purchase intervals within each offering period last approximately six (6) months and run from the first trading day in February to the last trading day in July each year and from the first trading day in August each year to the last trading day in January of the following year. Should the fair market value of our Common Stock on any semi-annual purchase date within an offering period be less than the fair market value per share on the start date of that offering period, then that offering period automatically terminates immediately after the purchase of shares on such purchase date, and such participants are automatically re-enrolled in a new offering period that commences on the next trading day following the purchase date. The plan administrator may shorten the duration of such new offering period within five (5) business days following the start date of such new offering period.

Purchase Price

The purchase price of our Common Stock acquired under the 2003 ESPP is equal to 85% of the lower of (i) the fair market value per share of our Common Stock on the first day of the offering period or, if different, on the participant’s entry date into the offering period or (ii) the fair market value on the semi-annual purchase date. The fair market value of our Common Stock on any relevant date will be the closing sales price per share as reported on The Nasdaq Stock Market (NASDAQ Global Select) (or the closing bid, if no sales were reported), or the mean of the closing bid and asked prices if our Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, as quoted on such exchange or reported in the Wall Street Journal or such other source as the plan administrator deems reliable.

Payment of Purchase Price; Payroll Deductions

Each participant’s purchase price of the shares is accumulated by payroll deductions throughout each purchase interval. A participant may elect to have up to 50% of his or her eligible compensation deducted each payroll period. The number of shares of our Common Stock a participant may purchase in each purchase interval during an offering period is determined by dividing the total amount of payroll deductions withheld from the participant’s compensation during that purchase interval by the purchase price; provided, however, that a participant may not purchase more than 2,500 shares each purchase interval.

Withdrawal

Generally, a participant may withdraw from an offering period at any time by written notice or following an electronic or other withdrawal procedure without affecting his or her eligibility to participate in future offering periods. However, once a participant withdraws from a particular offering period, that participant may not participate again unless he or she re-enters the 2003 ESPP at an entry date or semi-annual entry date in accordance with the terms of the 2003 ESPP. To participate again in the 2003 ESPP, the participant must deliver to us a new subscription agreement in accordance with the terms of the 2003 ESPP. Once a participant withdraws from the 2003 ESPP, the payroll deductions credited to the participant’s account, but not used to make a purchase will be returned to him or her as provided pursuant to the 2003 ESPP.

Termination of Employment

Upon termination of a participant’s employment for any reason, including disability or death, his or her participation in the 2003 ESPP will immediately cease. The payroll deductions credited to the participant’s account, but not used to make a purchase will be returned to him or her or, in the case of death, to the person or persons entitled thereto as provided pursuant to the 2003 ESPP.

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Adjustments; Merger or Change in Control

In the event of any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company or other change in our capital structure, such that an adjustment is determined by the plan administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2003 ESPP, adjustments will be made, in the manner the plan administrator deems equitable, in the number and class of shares available for purchase under the 2003 ESPP (including per person purchase interval limitations) and the purchase price and number of shares covered by each purchase right under the 2003 ESPP .

In the event of the Company’s proposed dissolution or liquidation, the offering period then in progress shall be shortened by setting a new purchase date before the dissolution or liquidation, and such offering period shall terminate immediately prior to the consummation of such proposed liquidation or dissolution, unless provided otherwise by the Board. The Board shall notify each participant of the new purchase date at least ten (10) business days prior to such date, and the participant’s purchase right shall be exercised on such new purchase date, unless the participant withdraws prior to such date. In the event of any merger of the Company with or into another corporation or “change of control,” as defined in the 2003 ESPP, the successor corporation or a parent or subsidiary of such successor corporation shall assume or substitute an equivalent purchase right for each outstanding purchase right. In the event the successor corporation refuses to do so, the purchase interval then in progress shall be shortened by setting a new purchase date before the merger or change of control, and the current purchase interval and offering period shall end on the new purchase date. The plan administrator shall notify each participant of the new purchase date at least ten (10) business days prior to such date, and the participant’s purchase right shall be exercised on such new purchase date, unless the participant withdraws prior to such date.

Federal Income Tax Aspects

The following brief summary of the effect of U.S. federal income taxation upon the participant and Intevac with respect to the shares purchased under the 2003 ESPP does not purport to be complete, and does not discuss the tax consequences of a participant’s death or the income tax laws of any state or non-U.S. country in which the participant may reside.

The 2003 ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Internal Revenue Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the 2003 ESPP are sold or otherwise disposed of. Upon the sale or other disposition of the shares, the participant will generally be subject to tax in an amount that depends upon the holding period. If the shares are sold or otherwise disposed of more than (i) two (2) years from the first day of the applicable offering period (or, if later, from the first day the participant entered the offering period) and (ii) one (1) year from the applicable date of purchase, the participant will recognize ordinary income measured as the lesser of (a) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, or (b) an amount equal to 15% of the fair market value of the shares as of the first day the participant entered the applicable offering period. Any additional gain will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of these holding periods, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares were purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares have been held from the date of purchase. In addition, a participant’s annual “net investment income”, as defined in Section 1411 of the Internal Revenue Code, may be subject to a 3.8% federal surtax. Net investment income may include capital gain and/or loss arising from the disposition of shares purchased under the 2003 ESPP. Whether a participant’s net investment income will be subject to this surtax will depend on the participant’s level of annual income and other factors.

Intevac generally is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant, except to the extent of ordinary income recognized by participants upon a sale or disposition of shares prior to the expiration of the holding periods described above.

Amendment and Termination of the 2003 ESPP

The 2003 ESPP will continue in effect until terminated in accordance with the terms of the 2003 ESPP. Our Board or the committee administering the 2003 ESPP may at any time terminate or amend the 2003 ESPP. The termination of the 2003 ESPP cannot affect purchase rights previously granted under the plan except as provided by the 2003 ESPP, provided that an offering

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period may be terminated by the plan administrator on any purchase date if the plan administrator determines that the termination of the 2003 ESPP is in the best interests of the Company and its stockholders. To the extent necessary to comply with Section 423 of the Internal Revenue Code or other applicable law or stock exchange rule, the Company will obtain stockholder approval of an amendment or termination in a manner and to the degree required. Without stockholder approval, and without regard to whether any participant rights may be considered to have been adversely affected, the plan administrator is entitled to change the offering periods, limit the frequency and/or number of changes in the amount withheld during an offering period, establish the exchange ratio applicable to the amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant’s compensation, and establish such other limitations or procedures as the plan administrator determines in its sole discretion advisable which are consistent with the 2003 ESPP. In addition, in the event the plan administrator determines the ongoing operation of the 2003 ESPP may result in unfavorable financial accounting consequences, the Board may, in its discretion, modify or amend the 2003 ESPP to reduce or eliminate such accounting consequences.

2003 ESPP Transactions for Certain Individuals and Groups

Given that the number of shares that may be purchased under the 2003 ESPP is determined, in part, by our Common Stock’s value on the enrollment date of each participant and the last day of the purchase interval and given that participation in the 2003 ESPP is voluntary on the part of employees, the actual number of shares that may be purchased by an individual under the 2003 ESPP is not determinable.

The table below shows, as to each of Intevac’s NEOs included in the 2023 Summary Compensation Table and the various indicated groups, the number of shares of Common Stock purchased under the 2003 ESPP during the last fiscal year, together with the weighted average purchase price paid per share.


Name and Position or Group	Number of Purchased Shares		Weighted Average Purchase Price
Nigel Hunton, President and CEO		5,000	$	3.55
Kevin Soulsby, Interim Chief Financial Officer		2,969	$	3.43
John Dickinson, Vice President of Operations		534	$	3.58
James Moniz, Former Executive Vice President and Chief Financial Officer		5,000	$	3.55
All executive officers, as a group		13,503	$	3.50
All directors who are not executive officers, as a group		—		N/A
All employees who are not executive officers, as a group		291,035	$	3.47

Required Vote

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal (provided that such vote also constitutes the affirmative vote of a majority of the required quorum) will be required for approval of the amended ESPP to add an additional 300,000 shares of Common Stock to the 2003 ESPP.

Summary

We believe strongly that approval of the amended 2003 ESPP is essential to our continued success and ability to compete for talent in the labor markets in which we operate. Our employees are one of our most valuable assets. Awards such as those provided under the 2003 ESPP constitute an important incentive for our employees and help us to attract, retain and motivate people whose skills and performance are critical to our success.

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PROPOSAL THREE

APPROVAL OF THE AMENDED INTEVAC 2020 EQUITY INCENTIVE PLAN TO INCREASE THE

NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY 900,000 SHARES

The 2020 Equity Incentive Plan (the “2020 Plan”) was originally adopted by our Board and approved by our stockholders in 2020. We are asking our stockholders to approve the amended 2020 Plan to increase the number of shares of our Common Stock that may be issued under the 2020 Plan by 900,000 shares so that we can continue to use it to achieve our goals.

We have historically provided stock options, restricted stock units and other types of equity awards as an incentive to our employees, directors and consultants to promote increased stockholder value. The Board, including the Human Capital Committee of the Board, and management believe that stock options, restricted stock units and other types of equity awards are one of the primary ways to attract and retain key personnel responsible for the continued development and growth of our business, and to motivate all employees to increase stockholder value. In addition, stock options, restricted stock units and other types of equity awards are considered a competitive necessity in the high technology sector in which we compete.

If stockholders approve the amended 2020 Plan, the amended 2020 Plan will replace the current version of the 2020 Plan. The 2020 Plan will continue in effect until it terminates at the end of its term in 2030, unless terminated earlier by the 2020 Plan administrator.

The Board believes that the Company must offer a competitive equity incentive program if it is to continue to successfully attract and retain the best possible candidates for positions of substantial responsibility within the Company. The Board expects that the amended 2020 Plan will be an important factor in attracting, retaining and rewarding high caliber employees who are essential to our success and in providing incentive to these individuals to promote the success of the Company.

The Board of Directors unanimously recommends that stockholders vote “FOR” the amended 2020 Equity Incentive Plan to increase the number of shares of Common Stock reserved for issuance thereunder by 900,000 shares.

Proposed Amendment

At the Annual Meeting, we are asking our stockholders to approve the amended 2020 Plan to increase the number of shares of our Common Stock reserved for issuance under the 2020 Plan by 900,000 shares, which increase will be subject to the adjustment provisions of the 2020 Plan. No amendments other than the proposed amendment to increase the number of shares reserved under the 2020 Plan by 900,000 shares of our Common Stock have been made to the 2020 Plan since the 2020 Plan was last approved by our stockholders in 2023. The Human Capital Committee recommended and the Board approved the proposed amended 2020 Plan in February 2024, subject to stockholder approval at the Annual Meeting. The increase to the number of shares reserved under the 2020 Plan is proposed in order to give the Board and the Human Capital Committee of the Board continued flexibility to grant stock options, restricted stock units and other types of equity awards.

The Board, including the Human Capital Committee of the Board, and management believe that granting equity awards motivates higher levels of performance, aligns the interests of employees and stockholders by giving employees the perspective of owners with equity stakes in Intevac, and provides an effective means of recognizing employee contributions to our success. The Board, including the Human Capital Committee of the Board and management also believe that equity awards are of great value in recruiting and retaining highly qualified technical and other key personnel who are in great demand, as well as rewarding and encouraging current employees and other service providers. Finally, the Board, including the Human Capital Committee of the Board and management believe that the ability to grant equity awards will be important to our future success by helping us to accomplish these objectives.

If the stockholders approve this proposed amended 2020 Plan, we currently anticipate that the shares available under the 2020 Plan will be sufficient to meet our expected needs through at least the second fiscal quarter of 2025, inclusive of the annual equity awards typically granted in the second quarter of each fiscal year. We anticipate that we will be requesting additional shares under the 2020 Plan at our 2025 annual meeting of stockholders. However, future circumstances and business needs may dictate a different result. In determining the number of shares to be added to the total number of shares reserved for issuance under the 2020 Plan, the Human Capital Committee and the Board also considered the following:

•

Remaining Competitive by Attracting/Retaining Talent. As discussed above, the Human Capital Committee and the Board considered the importance of an adequate pool of shares to attract, retain and reward our high-performing employees, especially since we compete with many technology companies for a limited pool of talent.

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•

Historical Grant Practices. The Human Capital Committee and the Board considered the historical amounts of equity awards that we have granted in the past three years. In fiscal years 2021, 2022 and 2023 we granted equity awards representing a total of 3,896,854 shares, including 2,698,154 shares from the 2020 Plan and 1,198,700 shares from the Company’s 2022 Inducement Equity Incentive Plan (the “Inducement Plan”).

•

Forecasted Grants. As discussed above, the Human Capital Committee and the Board anticipates that the proposed 900,000 share increase, based on projected share utilization will be sufficient for our equity award usage through at least the second fiscal quarter of 2025. In determining the projected share utilization, the Human Capital Committee and the Board considered a forecast that included the following factors: (i) 2,188,514 unissued shares remaining under the Plan; (ii) the additional 900,000 shares that would be available for grant under the 2020 Plan, if the stockholders approve the proposed amended 2020 Plan; (iii) estimated cancellations returned back to the 2020 Plan; and (iv) the full value awards to be granted subject to stockholder approval of the proposed amended 2020 Plan. Based on these projections, we expect to request additional shares under the 2020 Plan at our 2025 annual meeting of stockholders.

•

Proxy Advisory Firm Guidelines. Because of our significant institutional stockholder base, the Human Capital Committee and the Board also considered the relevant guidelines from a proxy advisory firm. Our three-year average burn rate and the dilution relating to the proposed 900,000 share increase are within such guidelines.

Summary of the 2020 Equity Incentive Plan

The following is a summary of the principal features of the 2020 Plan and its operation. The summary is qualified in its entirety by reference to the 2020 Plan as set forth in Appendix B. No amendments other than the proposed amendment to increase the number of shares reserved under the 2020 Plan by 900,000 shares of our Common Stock have been made to the 2020 Plan since the 2020 Plan was last approved by our stockholders in 2023.

General

The purposes of the 2020 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants who perform services to the Company, and to promote the success of the Company’s business. These incentives are provided through the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares.

Authorized Shares

We are asking our stockholders to approve an increase of 900,000 shares of our Common Stock to the number of shares of our Common Stock available for issuance under the 2020 Plan. If our stockholders approve this Proposal Three, and subject to the adjustment provisions contained in the 2020 Plan, the maximum aggregate of number of shares that may be issued under the 2020 Plan is 2,750,000 shares, plus (i) 1,700,000 shares, which represents the approximate number of shares that, as of the date of the initial Board action to adopt the 2020 Plan in 2020, were reserved but not issued pursuant to any awards granted under the 2012 Equity Incentive Plan (the “2012 Plan”) and were not subject to any awards granted thereunder, plus (ii) any shares subject to stock options, restricted stock units or other awards granted under the 2012 Plan and/or the 2004 Equity Incentive Plan (the “2004 Plan”) that, on or after the date our stockholders initially approved the 2020 Plan in 2020, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares that may be added pursuant to clause (ii) equal to 2,649,965 shares. In addition, shares may become available for issuance under the 2020 Plan pursuant to the next paragraph. The shares may be authorized, but unissued, or reacquired Common Stock. As of March 29, 2024, the number of shares subject to awards outstanding under the 2012 Plan was 135,092 shares and the number of shares that were available for future issuance under the 2020 Plan was 2,188,514 shares.

If any award granted under the 2020 Plan expires or becomes unexercisable without having been exercised in full, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited to or repurchased by the Company due to failure to vest, then the unpurchased or forfeited or repurchased shares subject to such award will become available for future grant or sale under the 2020 Plan (unless the 2020 Plan has terminated). With respect to the exercise of stock appreciation rights settled in shares, the gross number of shares covered by the portion of the exercised award, whether or not actually issued pursuant to such exercise, will cease to be available under the 2020 Plan. If shares issued pursuant to restricted stock, restricted stock units, performance shares or performance units are repurchased by or forfeited to the Company due to failure to vest, such shares will become available for future grant under the 2020 Plan. Shares used to pay the exercise price or purchase price of an award or to satisfy the tax withholding obligations of an award will not become available for future grant or

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sale under the 2020 Plan. Shares issued pursuant to awards transferred under any award transfer program will not be again available for grant under the 2020 Plan. Payment of cash rather than shares pursuant to an award will not result in reducing the number of shares available for issuance under the 2020 Plan.

Adjustments to Shares Subject to the 2020 Plan

In the event of any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of shares or other securities of the Company, or other change in the corporate structure affecting the Company’s Common Stock occurs (other than any ordinary dividends or other ordinary distributions), the Administrator (as defined below), in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2020 Plan, will adjust the number and class of shares of stock that may be delivered under the 2020 Plan, and/or the number, class and price of shares of stock subject to outstanding awards, and the numerical share limits in the 2020 Plan.

Administration

The 2020 Plan will be administered by the Board, any committee of the Board, or a committee of individuals satisfying applicable laws appointed by the Board in accordance with the terms of the 2020 Plan (the “Administrator”). In the case of transactions, including grants to certain officers and key employees of the Company, intended to qualify, as exempt under Rule 16b-3 of the Securities Exchange Act of 1934, the members of the committee must qualify as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934. (For purposes of this summary of the 2020 Plan, the term “Administrator” will refer to the Board or any committee designated by the Board to administer the 2020 Plan.)

Subject to the terms of the 2020 Plan, the Administrator has the authority to interpret and administer the 2020 Plan, including but not limited to, the authority, in its discretion to select the employees, consultants, and directors who will receive awards, to determine the terms and conditions of awards, to modify or amend each award (subject to the restrictions of the 2020 Plan), including to accelerate vesting or waive forfeiture restrictions, to extend the post-termination exercise period applicable to an award, and to interpret the provisions of the 2020 Plan and outstanding awards. The Administrator may allow a participant to defer the receipt of payment of cash or delivery of shares that otherwise would be due to such participant. The Administrator may make rules and regulations relating to sub-plans established for the purpose of satisfying applicable non-U.S. laws or for qualifying for favorable tax treatment under applicable non-U.S. laws and may make all other determinations deemed necessary or advisable for administering the 2020 Plan. The Administrator may temporarily suspend the exercisability of an award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes or to comply with applicable laws, provided that such suspension must be lifted prior to the expiration of the maximum term and post-termination exercisability period of an award, unless doing so would not comply with applicable laws. The Administrator may not institute an award exchange program and/or award transfer program.

Eligibility

Awards may be granted to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary corporation of the Company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company. As of March 29, 2024, approximately 126 employees, 4 non-employee directors and 6 consultants were eligible to participate in the 2020 Plan. As of the same date, the closing price of a share of our Common Stock as reported on The Nasdaq Stock Market (NASDAQ Global Select) was $3.84.

Stock Options

Each option granted under the 2020 Plan will be evidenced by a written or electronic agreement between the Company and a participant specifying the number of shares subject to the option and the other terms and conditions of the option, consistent with the requirements of the 2020 Plan.

The exercise price per share of each option may not be less than the fair market value of a share of the Company’s Common Stock on the date of grant. However, an exception may be made for any options that are granted in substitution for options held by employees of companies that the Company acquires in a manner consistent with Section 424(a) of the Code. In

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addition any incentive stock option granted to an employee who, at the time of grant, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company (a “Ten Percent Stockholder”) must have an exercise price per share equal to at least 110% of the fair market value of a share on the date of grant. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year also may not exceed $100,000. Generally, the fair market value of the Common Stock is the closing price of our stock on any established stock exchange or national market system on the applicable date.

The 2020 Plan provides that the Administrator will determine the acceptable form(s) of consideration for exercising an option. An option will be deemed exercised when the Company receives the notice of exercise and full payment for the shares to be exercised, together with any applicable tax withholdings.

Options will be exercisable at such times or under such conditions as determined by the Administrator and set forth in the award agreement. The maximum term of an option will be specified in the award agreement, provided that incentive stock options will have a maximum term of no more than ten (10) years, and provided further that an incentive stock option granted to a Ten Percent Stockholder must have a term not exceeding five (5) years.

The Administrator will determine and specify in each award agreement, and solely in its discretion, the period of exercise applicable to each option following a service provider’s cessation of service. In the absence of such a determination by the Administrator, the participant generally will be able to exercise his or her option for (i) three (3) months following his or her cessation of service for reasons other than death or disability, and (ii) twelve (12) months following his or her cessation of service due to disability or following his or her death while holding the option. An award agreement may provide for an extension of a post-service exercise period upon a cessation of service for reasons other than death or disability if the exercise of the option following such cessation of service would result in liability under Section 16(b) of the Exchange Act or would violate the registration requirements under the Securities Act.

Restricted Stock Awards

Awards of restricted stock are rights to acquire or purchase shares, which vest in accordance with the terms and conditions established by the Administrator in its sole discretion. Each restricted stock award granted will be evidenced by a written or electronic agreement between the Company and the participant specifying the number of shares subject to the award and the other terms and conditions of the award, consistent with the requirements of the 2020 Plan. Restricted stock awards may be subject to vesting conditions as the Administrator specifies, and the shares acquired may not be transferred by the participant until vested. The Administrator may set restrictions based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit or individual), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.

Unless otherwise provided by the Administrator, a participant will forfeit any shares of restricted stock as to which the restrictions have not lapsed prior to the participant’s cessation of service. Unless the Administrator provides otherwise, and subject to the general rules in the 2020 Plan related to dividends (described below), participants holding restricted stock will have the right to vote the shares and to receive any dividends paid, except that dividends or other distributions paid in shares will be subject to the same restrictions on transferability and forfeitability as the underlying shares and dividends or other distributions payable with respect to shares will not be paid before and unless the underlying shares vest. The Administrator may, in its sole discretion, reduce or waive any restrictions and may accelerate the time at which any restrictions will lapse or be removed.

Restricted Stock Units

The Administrator may grant restricted stock units which represent a right to receive shares at a future date as set forth in the participant’s award agreement. Each restricted stock unit granted under the 2020 Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the number of shares subject to the award and other terms and conditions of the award, consistent with the requirements of the 2020 Plan. Restricted stock units may be settled, in the sole discretion of the Administrator, in shares, cash or a combination of both.

Restricted stock units will result in a payment to a participant only if the performance goals or other vesting criteria the Administrator may establish are achieved or the awards otherwise vest. The Administrator may set vesting criteria based upon

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continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion, which, depending on the extent to which they are met, will determine the number of restricted stock units to be paid out to participants.

After the grant of a restricted stock unit award, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. A participant will forfeit any unearned restricted stock units as of the date set forth in the award agreement. The Administrator in its sole discretion may pay earned restricted stock units in cash, shares of the Company’s Common Stock, or a combination of cash and shares.

Stock Appreciation Rights

A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of Company Common Stock between the date of grant of the award and the date of its exercise. Each stock appreciation right granted under the 2020 Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the exercise price and the other terms and conditions of the award, consistent with the requirements of the 2020 Plan.

The exercise price per share of each stock appreciation right may not be less than the fair market value of a share on the date of grant. Upon exercise of a stock appreciation right, the holder of the award will be entitled to receive an amount determined by multiplying (i) the difference between the fair market value of a share on the date of exercise over the exercise price by (ii) the number of exercised shares. The Company may pay the appreciation in cash, in shares, or in some combination thereof. The term of a stock appreciation right will be set forth in the award agreement. The terms and conditions relating to the period of exercise following a cessation of service with respect to options described above also apply to stock appreciation rights.

Performance Units and Performance Shares

Performance units and performance shares may also be granted under the 2020 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if the performance goals or other vesting criteria the Administrator may establish are achieved or the awards otherwise vest. Each award of performance units or shares granted under the 2020 Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the performance period and other terms and conditions of the award, consistent with the requirements of the 2020 Plan. Earned performance units and performance shares will be paid, in the sole discretion of the Administrator, in the form of cash, shares (which will have an aggregate fair market value equal to the earned performance units or shares at the close of the applicable performance period), or in a combination thereof. The Administrator may set vesting criteria based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit or individuals goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion, and which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants.

After the grant of a performance unit or performance share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or shares. Performance units will have an initial value established by the Administrator on or before the date of grant. Each performance share will have an initial value equal to the fair market value of a share on the grant date. A participant will forfeit any performance shares or units that are unearned or unvested as of the date set forth in the award agreement.

Non-Employee Director Limitations

The 2020 Plan provides that, subject to the adjustment provisions in the 2020 Plan, in any fiscal year of the Company, a non-employee director may not be granted equity awards covering more than 25,000 shares, increased to 40,000 shares in the fiscal year of his or her initial service as a non-employee director (excluding awards granted to him or her as a consultant or employee).

Dividends

Dividends or other distributions payable with respect to shares subject to equity awards will not be paid before and unless the underlying shares vest, and will be subject to the same forfeitability provisions as the underlying shares. No dividends or

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other distributions will be paid with respect to shares that are subject to unexercised options or stock appreciation rights, although this rule will not preclude the Administrator from exercising its powers and authority under the adjustment, liquidation and merger and change in control provisions of the 2020 Plan.

Transferability of Awards

Unless determined otherwise by the Administrator and subject to the terms of the 2020 Plan, awards granted under the 2020 Plan generally are not transferable other than by will or by the laws of descent and distribution, and all rights with respect to an award granted to a participant generally will be available during a participant’s lifetime only to the participant.

Dissolution or Liquidation

In the event of the Company’s proposed dissolution or liquidation, the Administrator will notify each participant as soon as practicable prior to the effective date of such proposed transaction. An award will terminate immediately prior to consummation of such proposed action to the extent the award has not been previously exercised (with respect to an option or stock appreciation right) or vested (with respect to an award other than an option or stock appreciation right).

Change in Control

The 2020 Plan provides that, in the event of a merger of the Company with or into another corporation or entity or a “change in control” (as defined in the 2020 Plan), each award will be treated as the Administrator determines without a participant’s consent, including, without limitation, that (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation or its affiliate with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a participant, that the participant’s awards will terminate upon or immediately prior to the consummation of such merger or change in control; (iii) outstanding awards will vest and become exercisable, realizable or payable or restrictions applicable to an award will lapse, in whole or in part, prior to or upon consummation of such merger or change in control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or change in control; (iv) (A) the termination of an award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such award or realization of the participant’s rights, then such award may be terminated by the Company without payment), or (B) the replacement of such award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted by the 2020 Plan, the Administrator will not be obligated to treat all awards, all awards held by a participant, all awards of the same type, or all portions of awards, similarly in the transaction.

If the successor corporation does not assume or substitute for the award (or portion thereof), the participant will fully vest in and have the right to exercise the participant’s outstanding options and stock appreciation rights (or portion thereof) that is not assumed or substituted for, all restrictions on restricted stock, restricted stock units, performance shares and performance units (or portions thereof) not assumed or substituted for will lapse, and, with respect to such awards with performance-based vesting (or portions thereof), all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise under the applicable award agreement or other written agreement between the participant and the Company (or its subsidiaries or parent, as applicable). In addition, unless specifically provided otherwise under the applicable award agreement or other written agreement between the participant and the Company (or its subsidiaries or parent, as applicable), if an option or stock appreciation right (or portion thereof) is not assumed or substituted for, the Administrator will notify the participant in writing or electronically that the option or stock appreciation right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the option or stock appreciation right (or its applicable portion) will terminate upon the expiration of such period.

In the event of a change in control, all outstanding awards granted to non-employee members of our Board will fully vest as of immediately prior to such change in control and the participant will have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock and restricted stock units will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable award agreement or other written agreement between the participant and the Company.

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Termination or Amendment

The 2020 Plan will automatically terminate ten (10) years from the date of its initial adoption by the Board in 2020, unless terminated at an earlier time by the Administrator. The Administrator may amend, alter, suspend or terminate the 2020 Plan at any time, provided that the Company will obtain stockholder approval of any amendment to the extent approval is necessary and desirable to comply with any applicable laws. No amendment, alteration, suspension or termination will materially impair the rights of any participant unless mutually agreed otherwise between the participant and the Administrator.

Federal Tax Aspects

The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the 2020 Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or non-U.S. country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

Incentive Stock Options

An optionee recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Optionees who neither dispose of their shares within two (2) years following the date the option was granted nor within one (1) year following the exercise of the option normally will recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two (2) years after the date of grant or within one (1) year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

The difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.

Nonstatutory Stock Options

Options not designated or qualifying as incentive stock options will be nonstatutory stock options having no special U.S. tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a nonstatutory stock option, the optionee normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. No tax deduction is available to the Company with respect to the grant of a nonstatutory stock option or the sale of the stock acquired pursuant to such grant.

Stock Appreciation Rights

In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares of our Common Stock received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

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Restricted Stock Awards

A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than thirty (30) days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Restricted Stock Unit Awards

There generally are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the Administrator or a participant. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.

Performance Shares and Performance Unit Awards

A participant generally will recognize no income upon the grant of a performance share or a performance unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or nonrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Section 409A

Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2020 Plan with a deferral feature will be subject to the requirements of Section 409A of the Code. If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. Certain states have enacted laws similar to Section 409A which impose additional taxes, interest and penalties on non-qualified deferred compensation arrangements. The Company will also have withholding and reporting requirements with respect to such amounts.

Medicare Surtax

A participant’s annual “net investment income”, as defined in Section 1411 of the Internal Revenue Code, may be subject to a 3.8% federal surtax (generally referred to as the “Medicare Surtax”). Net investment income may include capital gain and/or loss arising from the disposition of shares subject to a participant’s awards under the 2020 Plan. Whether a participant’s net investment income will be subject to the Medicare Surtax will depend on the participant’s level of annual income and other factors.

Tax Effect for the Company

The Company generally will be entitled to a tax deduction in connection with an award under the 2020 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of compensation paid to our chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives generally will be deductible only to the extent that it does not exceed $1,000,000, except with respect to certain grandfathered compensation, which will not include compensation arising from awards granted under the 2020 Plan.

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Number of Awards Granted to Employees, Consultants, and Directors

The number of awards that an employee, director or consultant may receive under the 2020 Plan is in the discretion of the Administrator and therefore cannot be determined in advance. The following table sets forth (i) the aggregate number of shares of Common Stock subject to restricted stock units (including performance-based restricted stock units) granted under the 2020 Plan to our NEOs during the last fiscal year.


Name of Individual or Group	Number of Shares of Time-Based Restricted Stock Units Granted		Number of Shares of Performance- Based Restricted Stock Units Granted (at Maximum Performance Achievement Levels
Nigel Hunton, President and CEO		74,000		232,000
Kevin Soulsby, Interim Chief Financial Officer		30,000		—
John Dickinson, Vice President of Operations		28,455		95,365
James Moniz, Former Chief Financial Officer		—		—
All executive officers, as a group		132,455		327,365
All directors who are not executive officers, as a group		53,000		—
All employees who are not executive officers, as a group		266,989		198,291

Required Vote

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal (provided that that vote also constitutes the affirmative vote of a majority of the required quorum) will be required for approval of the amended 2020 Plan to add an additional 900,000 shares of Common Stock to the 2020 Plan.

Summary

We believe strongly that approval of the amended 2020 Plan is essential to our continued success and ability to compete for talent in the labor markets in which we operate. Our employees are one of our most valuable assets. Stock options and other awards such as those provided under the 2020 Plan are vital to our ability to attract and retain outstanding and highly skilled individuals. Such awards also are crucial to our ability to motivate employees to achieve the Company’s goals. For the reasons stated above, the stockholders are being asked to approve the amended 2020 Plan.

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PROPOSAL FOUR

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the Board has selected BPM LLP as our independent public accountants for the fiscal year ending December 28, 2024. BPM LLP began auditing our financial statements in 2015. Its representatives are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

The Board unanimously recommends a vote “FOR” ratification of the selection of BPM LLP as Intevac’s independent registered public accounting firm for the fiscal year ending December 28, 2024.

Principal Accountant Fees and Services

The following table presents fees billed for professional audit services and other services rendered to us by BPM LLP for the fiscal years ended December 30, 2023 and December 31, 2022.


	BPM LLP
	Fiscal 2023		Fiscal 2022
Audit Fees (1)	$	530,367	$	483,941
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—

Total Fees	$	530,367	$	483,941

(1)

Audit fees consist of fees billed for professional services rendered for the audit of our annual consolidated financial statements and review of the interim consolidated financial statements included in our Quarterly Reports on Form 10-Q and fees for services that are normally provided in connection with statutory and regulatory filings or engagements. This category also includes advice on accounting matters that arose during, or as a result of, the audit or the review of the interim consolidated financial statements. The 2023 and 2022 audit fees do not include $55,375 and $54,410, respectively, paid to firms other than our independent registered public accounting firm, BPM LLP, for statutory engagements.

In making its recommendation to ratify the appointment of BPM LLP as our independent auditor for the fiscal year ending December 28, 2024, the Audit Committee has considered whether services other than audit and audit-related services provided by BPM LLP are compatible with maintaining the independence of BPM LLP and noted that no such services were provided by BPM LLP during the fiscal years ended December 30, 2023 and December 31, 2022.

Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee approves in advance all engagements with BPM LLP, including the audit of our annual financial statements, the review of the financial statements included in our Quarterly Reports on Form 10-Q and any non-audit services. Fees billed by BPM LLP are reviewed and approved by the Audit Committee on a quarterly basis.

Required Vote

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal will be required to ratify the selection of BPM LLP as Intevac’s independent registered public accounting firm for the fiscal year ending December 28, 2024.

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PROPOSAL FIVE

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As described in detail under the heading “Executive Compensation and Related Information,” our NEO compensation program is designed to attract, retain, motivate and reward high-caliber executives who are critical to our success while maintaining strong and direct links between executive pay, individual performance, the Company’s financial performance and performance for our stockholders.

The Company asks that you indicate your support for its executive compensation policies and practices as described in the section of this proxy statement titled “Executive Compensation and Related Information.” This proposal is required by Section 14A of the Exchange Act and is commonly known as a “say-on-pay” proposal. We currently hold “say-on-pay” votes annually.

The vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. The vote is advisory and not binding on Intevac or the Board. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Executive Compensation and Related Information, the tabular disclosure regarding such compensation and the accompanying narrative disclosure.”

The Board unanimously recommends a vote “FOR” the approval, on a non-binding, advisory basis, of the compensation of the Company’s NEOs.

Required Vote

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal will be required to approve, on a non-binding, advisory basis, the compensation of the Company’s NEOs.

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CORPORATE GOVERNANCE MATTERS

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We have also adopted a Director Code of Ethics that applies to all of our directors. You can find both our Code of Business Conduct and Ethics and our Director Code of Ethics on our website at www.intevac.com. We post on our website any amendments to the Code of Business Conduct and Ethics and the Director Code of Ethics, as well as any waivers, that are required to be disclosed by the rules of either the Securities and Exchange Commission or Nasdaq.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines and periodically update them. The guidelines address, among other things, director qualifications, the structure and composition of the Board and its committees, director responsibilities, and director continuing education. The guidelines are posted on our website at www.intevac.com.

Environment, Social and Governance

We are committed to being a responsible corporate citizen in advancing environmental, social and governance initiatives. We endeavor to protect the environment by conserving energy and material resources. Our social commitment is reflected through our employees, talent acquisition programs and our corporate culture. We endeavor to create a culture of innovation and inspiration where employees feel a strong sense of community and collective pride in the Company’s success. With respect to governance, our strong corporate governance policies are noted throughout this proxy statement. Our Audit Committee oversees our environmental, social and governance activities and programs.

Environment

We are committed to operating our business sustainably, recognizing our environmental responsibility to our customers, stockholders, suppliers, employees and society at large. We strive to act in an environmentally responsible manner by promoting and managing recycling programs to reduce waste in our offices, retrofitting our office spaces for energy efficiency, using energy efficient lighting, enabling our employees to work from home, as well as promoting video conferencing to reduce work-related travel. We recognize that this is a constant commitment, and we endeavor to improve the environmental sustainability of our operations continually.

Social

We recognize that our employees and other key stakeholders are vital to our success. Our organizational culture is open, interactive and team-oriented. We strive to advance diversity and inclusion through various talent acquisition programs to attract, retain and develop a diverse, highly-skilled work force. Particularly, we are committed to equal opportunity employment and strive to reflect the diversity of the communities where we do business. We invest in building diverse talent pools and providing training to improve skill levels, where appropriate.

We are committed to fair and decent workplace values and treating our employee and non-employee workers with dignity, fairness and respect. Elements of this philosophy are:

•

Fair and Transparent Business Ethics: Pursuant to our Code of Business Conduct and Ethics, we strive to ensure that all of our employees and those acting on our behalf are aware of the standards of ethical behavior and integrity that are expected of them in their business dealings with us to ensure, among other things, the ethical handling of actual or apparent conflicts of interest, compliance with applicable governmental laws, rules and regulations, and accountability for adherence to the code.

•

Non-Discrimination: We uphold a strict policy of non-discrimination in the workplace, including ensuring a workplace that is free of harassment. We do not engage in any forms of discrimination based on race, color, age, gender, sexual orientation, gender identity and expression, ethnicity or national origin, disability, pregnancy, religion, political affiliation, veteran status, protected genetic information or marital status in our hiring and employment practices, including wages, promotions, rewards and access to training. All of our employees are provided with reasonable accommodations for exercising their religious practices.

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•

Compliance with Labor Laws: We are committed to upholding for our employees and suppliers all relevant labor laws in our countries of operation.

•

Human Rights: We are committed to protecting human rights and conducting business in an ethical and responsible manner. Our commitment to human rights is detailed in our Human Rights Statement of Principles and various other company policies and statements, including our Code of Business Conduct and Ethics, Director Code of Ethics and Corporate Sustainability Statement, all of which are available in the corporate governance section of our website. These policies and statements formalize our policies for training and accountability encompassing our global workforce, along with the enforcement mechanisms for any non-compliance.

•

Employee Safety: We are also committed to a respectful work environment free of physical and verbal harassment. We work to minimize the risks associated with the tasks our employees perform, and we take our responsibility for our employees’ health and safety very seriously. We work to identify, assess and prepare for any emergency situation in order to minimize impact to our employees and improve response times.

Community Involvement

We recognize and welcome our obligation to be a responsible member of our community. We strive to align with employees on initiatives that matter most. Initiatives have included fund-raising for cancer research, military outreach, food drives, family giving trees, and school back packs for local children’s charities. Our employees are committed to making a difference in the community by actively volunteering and fundraising for many charities.

Human Capital Management

Company culture is critical to our business and long-term success. Our engagement with our employees, as well as the reward principles we apply to compensation and promotion decisions and our various talent development initiatives, reinforce our commitment to a positive company culture. We conduct employee surveys to provide on-going feedback on how we are doing against our commitment to treat all employees fairly and provide equal opportunity in an environment free of discrimination. Our Board periodically reviews management succession. More broadly, the Board is regularly updated and consulted on key talent hires, as well as the Company’s human capital strategy. This strategy is continuously refined based on business initiatives and the overall environment for talent in the United States, Singapore and China.

Cybersecurity

We take various measures to ensure the integrity of our systems, including implementation of security controls and regular training of our employees with respect to measures we can take to thwart cybersecurity attacks. While the full Board has the ultimate oversight responsibility for risk management, our Audit Committee reviews our risk management processes relating to cybersecurity on a regular basis. Further, all of our employees are trained at least annually on our information security procedures.

Independence of the Board

The Board has determined that, with the exception of Mr. Hunton, all of its members are “independent directors” as that term is defined in the listing standards of Nasdaq.

Board Meetings and Committees

During 2023, the Board held a total of 6 meetings (including regularly scheduled and special meetings) and also took certain actions by written consent. All members of the Board during fiscal 2023 attended at least seventy-five percent of the aggregate of the total number of meetings of the Board held during the fiscal year and the total number of meetings held by all committees of the Board on which each such director served (based on the time that each member served on the Board and the committees). The Board has an Audit Committee, a Human Capital Committee and a Nominating and Governance Committee.

Audit Committee

The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, currently consists of Ms. Hayes (chair), Mr. Barber, and Mr. Dury, each of whom is “independent” as such term is defined for audit

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committee members by the rules of the SEC and Nasdaq listing standards. The Board has determined that Ms. Hayes, Mr. Barber and Mr. Dury are each “audit committee financial experts” as defined under the rules of the SEC and are “financially sophisticated” for purposes of the Nasdaq listing standards. The Audit Committee met 8 times during 2023.

The Audit Committee is responsible for:

•

Appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•

Overseeing our accounting and financial reporting processes and audits of our financial statements;

•

Overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

•

Reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•

Monitoring our internal controls over financial reporting, disclosure controls and procedures, and Code of Business Conduct and Ethics;

•

Reviewing our risk-management policies, data security programs and procedures as well as monitoring cybersecurity risks and the Company’s compliance with its data privacy obligations;

•

Establishing policies and procedures for the receipt and resolution of accounting-related complaints and concerns;

•

Meeting independently with our independent registered public accounting firm and management;

•

Reviewing and approving or ratifying any related-person transactions;

•

Preparing the report that the rules of the SEC require be included in this proxy statement;

•

Periodically providing the Board with the results of its monitoring and recommendations derived therefrom;

•

Oversight of our environmental, social and governance, or “ESG,” programs; and

•

Providing to the Board additional information and materials as it deems necessary to make the Board aware of significant financial matters that require the attention of the Board.

The Audit Committee has adopted a written charter approved by the Board, which is available on Intevac’s website at www.intevac.com under “Investors — Corporate Governance.”

The Audit Committee Report is included in this proxy statement on page 66.

Human Capital Committee

The Human Capital Committee (formerly the Compensation Committee) currently consists of Mr. Barber (chair), Ms. Hayes, and Ms. Klein, each of whom is (i) “independent” as such term is defined by the Nasdaq listing standards and the rules of the SEC and (ii) is a “non-employee director,” as defined in Rule 16b-3 promulgated under the Exchange Act. The Human Capital Committee met 4 times during 2023.

The Human Capital Committee is responsible for:

•

Overseeing the entirety of our compensation and benefit policies, plans and programs;

•

Overseeing the annual report on executive compensation for inclusion in our proxy statement;

•

Annually reviewing and approving corporate goals and objectives used to set Chief Executive Officer compensation, and reviewing the performance of the Chief Executive Officer relative to such goals and objectives;

•

Making recommendations to our Board with respect to our Chief Executive Officer’s compensation;

•

Reviewing and approving, or making recommendations to our Board with respect to, the compensation of our other executive officers;

•

Overseeing the evaluation of the competitiveness of the compensation of our senior executives;

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•

Administering our equity incentive plans, including approving equity awards granted to employees, overseeing the Company’s annual equity budget and monitoring equity metrics and performance relative to that of our peer group and the market;

•

Overseeing and administering our short and long-term incentive programs;

•

Reviewing and making recommendations to our Board with respect to director compensation;

•

Reviewing, approving and recommending our “Compensation Discussion and Analysis” disclosure for inclusion in our annual report on Form 10-K or annual proxy statement, to the extent required by SEC rules;

•

Overseeing executive succession planning; and

•

Reviewing employee engagement and how diversity, equity, and inclusion are a part of the workplace and culture at the Company.

See “Executive Compensation — Compensation Discussion and Analysis” and “Executive Compensation — Compensation of Directors” below for a description of Intevac’s processes and procedures for the consideration and determination of executive and director compensation.

The Human Capital Committee has adopted a written charter approved by the Board, a copy of which is available on Intevac’s website at www.intevac.com under “Investors — Corporate Governance.”

Nominating and Governance Committee

The Nominating and Governance Committee currently consists of Mr. Dury (chair) and Ms. Klein, each of whom is “independent” as such term is defined by the Nasdaq listing standards. The Nominating and Governance Committee met 2 times during 2023.

The primary focus of the Nominating and Governance Committee is on the broad range of issues surrounding the composition and operation of the Board. The Nominating and Governance Committee provides assistance to the Board, the Chairman and the CEO in the areas of membership selection, committee selection and rotation practices, evaluation of the overall effectiveness of the Board, and review and consideration of developments in corporate governance practices. The Nominating and Governance Committee’s goal is to ensure that the composition, practices, and operation of the Board contribute to value creation and effective representation of Intevac stockholders.

The Nominating and Governance Committee will consider recommendations of candidates for the Board submitted by the stockholders of Intevac; for more information, see “Policy Regarding Board Nominees” below.

The Nominating and Governance Committee is responsible for:

•

Identifying individuals qualified to become members of our Board;

•

Recommending to our Board of Directors the persons to be nominated for election as directors and to each Board committee;

•

Reviewing and making recommendations to our Board with respect to management succession planning;

•

Developing and recommending corporate governance principles to our Board; and

•

Overseeing an annual evaluation of our Board.

The Nominating and Governance Committee has adopted a written charter approved by the Board, a copy of which is available on Intevac’s website at www.intevac.com under “Investors — Corporate Governance.”

Attendance at Annual Stockholder Meetings by the Board

We encourage members of the Board to attend the annual meeting of stockholders, but do not have a policy requiring attendance. All of our then current directors attended our 2023 annual meeting of stockholders.

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Board Leadership Structure

Our Company is led by Mr. Hunton, our CEO. Mr. Dury, who was formerly our lead independent director, currently serves as the Chairman of our Board. The Company believes the stockholders are best served by this structure, which provides us with a dynamic leader and a strong independent voice.

As further discussed above under “Board Meetings and Committees”, the Board has three standing committees — Audit Committee, Human Capital Committee, and Nominating and Governance Committee. Each of the Board committees is comprised solely of independent directors, with each of the three committees having a separate chair. In accordance with our corporate governance guidelines, our non-employee directors meet regularly in an executive session without members of management present. We also have a mechanism for stockholders to communicate directly with independent directors as a group or with any individual director. See “Contacting the Board” below.

Our directors bring a broad range of leadership experience to the Board and regularly contribute to the oversight of the Company’s business and affairs. We believe that all Board members are well engaged in their responsibilities and that all Board members express their views and consider the opinions expressed by other directors. On an annual basis as part of our governance review, the Board (led by the Nominating and Governance Committee) evaluates our leadership structure to ensure that it remains the optimal structure for the Company and its stockholders.

We believe that our leadership structure has been effective for the Company. We believe that having an independent chairman and independent chairs for each of our Board committees provides the right amount of independence for the Company. We have a strong leader and independent chairman, and oversight of Company operations by experienced independent directors who have appointed committee chairs.

Lead Independent Director

If we have a chairman of the board that is not an independent director in the future, the Board will appoint a lead independent director to schedule and chair meetings of the independent directors and execute any other duties that the independent directors designate.

Policy Regarding Board Nominees

The Nominating and Governance Committee will consider recommendations for candidates to the Board from stockholders. Stockholder recommendations of candidates for election to the Board should be directed in writing to: Intevac, Inc., 3560 Bassett Street, Santa Clara, California, 95054, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years, and evidence of the nominating person’s ownership of Company stock. Stockholder nominations to the Board must also meet the requirements set forth in the Company’s Bylaws. The Nominating and Governance Committee also reviews materials provided by professional search firms and other parties in connection with a nominee who is not proposed by a stockholder. In evaluating such nominations, the Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

The Nominating and Governance Committee’s criteria and process for identifying and evaluating the candidates that it selects, or recommends to the full Board for selection, as director nominees are as follows:

•

The Nominating and Governance Committee regularly reviews the composition, size and effectiveness of the Board.

•

In its evaluation of director candidates, including the members of the Board eligible for reelection, the Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and considers (1) the current size and composition of the Board and the needs of the Board and the respective committees of the Board, (2) such factors as issues of character, judgment, diversity, age, expertise, business experience, length of service, independence, other commitments and the like, (3) the relevance of the candidate’s skills and experience to our business and (4) such other factors as the Nominating and Governance Committee may consider appropriate.

•

While the Nominating and Governance Committee has not established specific minimum qualifications for director candidates, the Nominating and Governance Committee believes that candidates and nominees must reflect a Board that is comprised of directors who (1) are predominantly independent, (2) are of high integrity, (3) have broad, business-related knowledge and experience at the policy-making level in business, government or technology, including an

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understanding of our industry and our business in particular, (4) have qualifications that will increase overall Board effectiveness and (5) meet other requirements that may be required by applicable rules, such as financial literacy or financial expertise with respect to Audit Committee members.

•

The Board will nominate for election or reelection only those candidates who agree to tender, promptly following such candidate’s election or reelection, an irrevocable resignation effective upon (1) such candidate’s failure to receive the required vote for election at the next meeting at which they would stand for election and (2) acceptance of such resignation by the Board. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender the same form of resignation promptly following their election to the Board.

•

With regard to candidates who are properly recommended by stockholders or by other means, the Nominating and Governance Committee will review the qualifications of any such candidate, which review may, in the Nominating and Governance Committee’s discretion, include interviewing references for the candidate, direct interviews with the candidate, or other actions that the committee deems necessary or proper.

•

In evaluating and identifying candidates, the Nominating and Governance Committee has the authority to retain or terminate any third party search firm used to identify director candidates, and has the authority to approve the fees and retention terms of any search firm.

•

The Nominating and Governance Committee will apply these same principles when evaluating Board candidates who may be elected initially by the full Board to fill vacancies or to expand the Board prior to the annual meeting of stockholders at which directors are elected.

•

After completing its review and evaluation of director candidates, the Nominating and Governance Committee selects, or recommends to the full Board for selection, the director nominees.

•

The Nominating and Governance Committee, after considering all factors, will decide whether or not to nominate and recommend a nominee to the full Board.

Director Qualifications and Review of Director Nominees

The Nominating and Governance Committee makes recommendations to the Board regarding the size and composition of the Board. The Committee reviews annually with the Board the composition of the Board as a whole. The Committee is responsible for ensuring that the composition of the Board accurately reflects the needs of the Company’s business and, in furtherance of this goal, proposing the addition of members and the necessary resignation of members for purposes of obtaining the appropriate members and skills. The specific qualifications of each director are set forth along with their biographical information under “Business Experience and Qualifications of Nominees for Election as Directors” starting on page 9 of this proxy statement.

Intevac does not maintain a formal diversity policy with respect to its Board. As noted above, however, Intevac does consider diversity to be a relevant consideration, among others, in the process of evaluating and identifying director candidates. Intevac believes each director brings a strong and unique background and set of skills to the Board that contributes to the Board’s competence and experience in a wide variety of areas. When identifying director candidates, we take into account the present and future needs of the Board and the committees of the Board. For instance, depending on the composition of the Board at a given time, a candidate capable of meeting the requirements of an audit committee financial expert might be a more attractive candidate than a candidate with significantly more technology industry expertise, or vice versa. We also consider the character, judgment and integrity of director candidates, which we evaluate through reference checks, background verification and reputation in the business community. We believe all of our directors to be of high character, good judgment and integrity. Our principal goal with respect to director qualifications is to seat directors who are able to increase the overall effectiveness of the Board and increase stockholder value. The Nominating and Governance Committee and the Board are currently examining ways to enhance the representation of individuals from underrepresented communities on the Board.

Contacting the Board

Any stockholder who desires to contact our Chairman of the Board or the other members of our Board may do so by writing to: Board of Directors, c/o the Nominating and Governance Committee Chair, Intevac, Inc., 3560 Bassett Street, Santa Clara, California, 95054. Communications received by the Nominating and Governance Committee Chair will be communicated to the Chairman of the Board or the other members of the Board as appropriate depending on the facts and circumstances outlined in the communication received.

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Risk Assessment

Our Board is responsible for overseeing enterprise risk in general, while our Audit Committee is responsible for overseeing risk management of financial matters and the adequacy of our risk-related internal controls and our Human Capital Committee oversees risk related to compensation policies. Both the Audit and Human Capital Committees report their findings to the full Board. In addition, at each of its regularly scheduled meetings, the Board discusses the risks that we are currently facing. We believe that our directors provide effective oversight of the risk management function.

The full Board oversees assessment of major risks facing Intevac, determining the extent to which such risks are applicable and, to the extent the Board deems it appropriate, evaluating mitigation measures. The risks that the Board routinely considers relate to financial, strategic, regulatory, competitive, reputational, and operational risks.

The full Board oversees risk management by the CEO and our senior management team, by reviewing major financial objectives, critical strategies, and long-term plans, including allocation of capital, significant proposed business acquisitions and divestitures, operating performance, and stockholder returns.

Our senior management team has developed a comprehensive strategic planning and enterprise risk management process for identifying, assessing, and managing risk. Through this process, we identify key risks through an annual corporate-level risk mapping exercise, which involves the CEO and other members of Intevac senior management. From time to time, the process also includes facilitated workshops with Intevac executives.

Our executive leadership team oversees this risk identification process and monitors the implementation of mitigation processes. Our executive leadership team updates the Board at least annually as risks that could impact the implementation of the Company’s strategy are identified or evolve.

Compensation Consultant

The Human Capital Committee has engaged Aon’s Human Capital Solutions practice, a division of Aon plc to provide independent advice and recommendations on the amount and form of executive and director compensation. In 2023, the cost of Aon’s consulting services directly related to Human Capital Committee support was approximately $218,000. In addition, in 2023, our human resources department participated in various human resources and compensation surveys and obtained general benchmarking survey data from Aon at a cost of approximately $17,000 and engaged Aon to provide valuation services for our PRSU awards and provide advisory services regarding the Pay Versus Performance disclosure included in this proxy statement at a cost of $38,000. The decision to engage the compensation consultant or its affiliates for these other services was made by management.

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

Named Executive Officer Compensation Overview

The following Named Executive Officer Compensation Overview (“NEO Compensation Overview”) describes the philosophy, objectives and structure of our executive compensation program for fiscal year 2023 (the year ended December 30, 2023). This NEO Compensation Overview is intended to be read in conjunction with the tables following this section, which provide further historical compensation information for our named executive officers (“NEOs”) as identified below. The Company is a smaller reporting company (“SRC”) under the rules promulgated by the SEC and, as a result, the Company has fewer NEOs than a non-SRC. Under the SEC rules and regulations related to SRCs, Messrs. Hunton, Soulsby, and Dickinson, each of whom was an executive officer at the end of the fiscal year, and Mr. Moniz, who was no longer serving as an executive officer at the end of the fiscal year, were the Company’s NEOs for fiscal year 2023.


NAME OF NEO		POSITION
NIGEL HUNTON		President and Chief Executive Officer
KEVIN SOULSBY		Interim Chief Financial Officer
JOHN DICKINSON		Vice President of Operations
JAMES MONIZ *		Former Executive Vice President and Chief Financial Officer

*	Mr. Moniz retired from Intevac on August 4, 2023.

This NEO Compensation Overview is not required to be included in this proxy statement under the scaled disclosure requirements applicable to SRCs. However, we have chosen to include this section to provide our stockholders with robust information regarding the NEO compensation decisions made for fiscal year 2023 and to outline the reasoning behind these decisions. The tables following this NEO Compensation Overview reflect the scaled disclosure available to SRCs.

Executive Summary

We reported strong financial performance for fiscal year 2023 despite broad market challenges and an unprecedented order cancelation in the middle of the year. Fiscal 2023 financial results included $53 million in revenues representing very strong growth of 47% year-over-year and all-time record sales of our hard disk drive (HDD) tool upgrades on our industry-leading 200 Lean^® flagship system, 38% gross margins, and $72 million in total cash, cash equivalents, restricted cash, and investments at year end. The 2023 revenue ramp demonstrates our operational agility, and our ability to execute to meet customer timelines for Heat-assisted magnetic recording (HAMR) upgrades. Even more importantly, Intevac has emerged as the enabling technology partner for the adoption of HAMR, and our revenue results in 2023 demonstrate that we are a direct beneficiary of the HDD media technology upgrade initiatives currently underway. In fiscal 2023, we successfully completed our TRIO™ development program and achieved qualification of our initial TRIO system under a joint development agreement with a leading provider of glass and glass ceramic materials, adding a significant new revenue opportunity in the consumer electronics display industry. We see TRIO as having enormous potential, with an estimated $1 billion dollar served market, and we believe that the achievements in 2023 are key steps forward in our plan to diversify and grow our product portfolio and customer base and to be a technology innovator and leader in this market segment. We continue to maintain a strong balance sheet as we make the necessary investments for transformational growth ahead.

We must continue to be focused strategically, as our business will continue to face rapidly changing technology, improved customer requirements and intense competition for products and talent which will influence our strategic priorities, areas of investments, revenue growth and cash flow.

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How Our Recent Performance Has Affected Pay

LOGO

•

Years 2019-2021 represent our former chief executive officer’s compensation. Years 2022 and 2023 represent Mr. Hunton’s compensation. Mr. Hunton’s 2022 compensation includes his new hire package which included specific provisions to recruit him to the Company and does not reflect ongoing annual compensation levels.

•

The 2023 PRSU awards for Mr. Hunton are presented at target.

Our plans, and our pay levels, reflect our performance. Our stock price performance and other recent operational challenges have underscored the fact that our pay program has properly aligned executive pay and performance, in both the short-term and the longer-term.

2023 Pay Decisions and Outcomes

In 2023, the Human Capital Committee worked diligently with management to make prudent decisions with regards to our executive compensation throughout the year. The key decisions and outcomes included:

•

Strong Ties of Pay to Performance: In 2023, performance-based restricted stock units (“PRSUs”) made up approximately 60% of the long-term equity awards granted to our CEO, demonstrating our continued commitment to a pay-for-performance compensation model. In addition, for both our CEO and Mr. Dickinson, there were no salary increases for 2023. The overall at risk 2023 compensation was approximately 73% for our CEO and approximately 50% (on average) for our other NEOs.

•

Enhanced Performance-based Equity Program: In 2023, Messrs. Hunton and Dickinson received awards of PRSUs that are eligible to be earned based on achievement of five strategic goals during a three-year performance period. The PRSUs will vest, if at all, in five possible tranches and only if the applicable strategic goal is achieved within the performance period. Each tranche is only eligible to be achieved once during the performance period.

•

Mid-Year Decrease to CEO Target Equity Values: In February 2023, the Human Capital Committee recommended to the Board, and the Board approved, that the CEO would receive in May 2023 grants of PRSUs and restricted stock units (“RSUs”) with an aggregate grant date value at target performance of approximately $1.3 million. In light of business conditions and the decline of Company stock value, in May 2023, before the effective date of the award grants, the Human Capital Committee recommended, and the Board approved, that the lower stock price not be utilized in redenominating the awards, which resulted in a decrease in the aggregate grant date value at target (and resulting maximum payout) of the pending awards by approximately 30%, to an aggregate grant date value at target performance of $905,000.

•

Focus on Shared Goals: For 2023, the Human Capital Committee determined that the metrics applicable to Messrs. Dickinson, Moniz, and Soulsby and certain other non-NEO executives’ annual incentive plan (“AIP”) bonuses would best serve stockholder interests and further the Company’s overarching business goals for the year if those goals were shared, rather than having functional or individual goals as are present for others within the AIP. As a result, each of these NEOs (and certain non-NEO executives) had 50% of their AIP metrics weighted toward Company financial goals, and the other 50% based on strategic goals. Payouts were based on performance outcomes and paid out below target, ranging from 12.8% to 32.7%.

•

Impact on 2023 Compensation: Overall compensation levels for 2023 reflect these actions and declined from the prior year for the CEO and other NEOs serving in the roles during this time, based on the lack of salary increases, below-target payout for our annual incentive plan and the reduction in target equity values.

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Say-on-Pay Vote

The Board and the Human Capital Committee continually evaluate our compensation policies and practices. As part of that process, the Board and the Human Capital Committee consider the results of our annual advisory vote on executive compensation, commonly known as the “say-on-pay” vote. At our 2023 Annual Meeting, we were disappointed that only approximately 58% of the votes (including abstentions) were cast in support of the say-on-pay proposal. While the “say-on-pay” vote is non-binding, the Human Capital Committee pays close attention to these results, and strongly considered them when assessing whether there was a need for modification or enhancement of our 2024 executive compensation program. While the Board and the Human Capital Committee generally believe that our existing executive compensation program properly encourages and rewards the achievement of financial results that promote long-term stockholder value creation and is appropriate for a company of our size and in our industry, they have nevertheless taken several meaningful steps toward addressing the most common concerns expressed by our stockholders and the proxy advisory firms. The Company continues to strongly believe that the compensation decisions on which the 2023 say-on-pay vote was based were necessary to retain our talented executive team and reward them for their outstanding efforts.

Stockholder Engagement

Following the results of our say-on-pay vote at the 2023 Annual Meeting, in the fall of 2023 we conducted a more extensive outreach initiative directed at our top 18 institutional investors, representing approximately 63% of our outstanding shares. We ultimately spoke with four investors (a fifth call was scheduled but ultimately did not occur) representing approximately 12% of our outstanding shares. Our stockholder outreach efforts were led by the Chairman of the Human Capital Committee, the Chairman of the Board and the Director of Human Resources and Information Technology.

Despite the limited number of discussions we held, the feedback was valuable to the Human Capital Committee. The profile of the investors we spoke with varied and so did the feedback we received during these discussions. The most common topic was the alignment of pay with Company performance. Key elements of feedback received, and actions taken for 2024 are summarized as follows:


Topic	Feedback Received	Actions Taken by Intevac

Incentives	Increase the depth of alignment of goals and objectives from the CEO downward into the organization. Focus on incentivizing long-term financial performance growth and strategic objectives achievements. Align Long Term Incentive (“LTI”) design to facilitate appropriate outcomes over time aligned with strategic changes.	• The 2024 Annual Incentive Plan (“AIP”) further unifies consistent metrics for our CEO and NEOs. • The 2024 PRSU program rewards achievement of three year growth targets for key financial metrics. • The cash and PRSU plans contain capped payouts to control overall compensation delivered and have either a threshold of minimum performance in order to receive any payout or a binary manner in which vesting is considered achieved. • Performance equity represents approximately 60% of the overall grant for the CEO.

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Topic	Feedback Received	Actions Taken by Intevac

One-time awards	Belief that one-time awards should be infrequent, and when used, have a clear and transparent rationale disclosed.	• We typically do not provide one-time awards to our NEOs. The Human Capital Committee believes that one-time awards should be used infrequently and in exceptional circumstances to achieve business objectives beyond what could be achieved through annual performance year compensation.

Clawback policy	Maintain a clawback policy.	• In November 2023, the Human Capital Committee approved the Company’s Compensation Recovery Policy, in accordance with SEC and Nasdaq requirements.

Disclosure enhancements	Provide greater context and rationale in the proxy.	• We continue to look for ways to improve our disclosure including outlining the goals, performance against goals, and the design of the PRSUs to align key metrics with our strategy.

We also had numerous conversations with stockholders and investment analysts as part of our normal investor relations activities. For the investors we spoke to as part of our annual outreach, they understood and supported our overall executive compensation program design. Our compensation policies and decisions continue to be focused on financial performance and aligning the interests of executives with the interests of stockholders. However, we have strongly considered last year’s say-on-pay voting result and the feedback received through our stockholder engagement in compensation decisions surrounding our 2024 compensation program.

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Compensation Program Highlights

The Human Capital Committee has structured our executive compensation program to ensure that our NEOs are compensated in a manner consistent with stockholder interests, competitive pay practices and applicable requirements of regulatory bodies. The following are important features of the design and operation of our executive compensation program:


Element	Performance Period	Objective	Performance Measured/Rewarded
Base Salary	Annual	Recognizes an individual’s role and responsibilities and serves as an important retention vehicle.	• Reviewed annually and set based on market competitiveness, individual performance and internal equity considerations.

Annual Bonus	Annual	Rewards achievement of annual financial objectives and individual performance goals.	• Corporate financial performance • Individual performance goals for our CEO and a set of shared strategic goals for our other NEOs

Time-based Restricted Stock Units (“RSUs”)	Long-Term	Aligns the interests of management and stockholders and serves as an important retention vehicle.	• Typically vest 1/3 at first anniversary and then equal quarterly thereafter over the following 2 years based on continued service.

Performance-based RSUs (“PRSUs”)	Long-Term	Aligns the interests of management and stockholders, rewarding key contributors for significant stock price appreciation and the creation of stockholder value.	• Granted in 2023 to Messrs. Hunton and Dickinson, the PRSUs were issued with five tranches, each with a three-year performance period. • The PRSUs are eligible to be earned based on achievement of certain strategic performance goals surrounding our TRIO product. • PRSUs represent approximately 60% of the overall target value of Mr. Hunton’s and Mr. Dickinson’s 2023 equity grants.

2023 Target Pay Mix

Our executive compensation program is predominantly performance-based including short-term cash incentives that are tied to specific business goals and the performance-based equity grants tied to company-wide performance goals that are preset and cover a three-year performance period. We also consider RSUs as at risk such that their value is specifically tied to stock price performance. While, when compared to 2022, the amount of at risk compensation decreased for both the CEO and other NEOs, this was due to a slight increase to base salaries of all individuals coupled with a normalization of CEO compensation (considering the 2022 CEO New Hire Compensation Package) and lower equity grant date values due to the decline in price in 2023 at the time of the May 2023 grant. The decision to not resize the CEO’s grant based on the decline in price was done with an overall commitment to balancing the grant amounts with the dilution that our shareholders can experience. As an executive’s ability to impact operational performance increases, so does the proportion of his or her at risk compensation. Target long-term incentive compensation grows proportionately as job responsibilities increase, which encourages our officers to focus on the Company’s long-term success and aligns with the long-term interests of our stockholders. The graphics below illustrate the mix of fixed, annual and long-term target incentive compensation we provided to our CEO and other NEOs for 2023. At risk

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compensation for the CEO was approximately 73% in 2023 and the average at risk compensation for the other NEOs was approximately 50% in 2023:

LOGO

(a)	PRSUs based upon target value

(b)	In the year of his retirement Mr. Moniz did not receive a stock grant

Compensation Governance

The Human Capital Committee regularly reviews and incorporates best practices in executive compensation to competitively pay our executives while ensuring alignment of management and stockholder interests. Some highlights include:

•

Pay-for-performance philosophy and culture

•

Compensation mix of base salary, short-term and long-term incentives provides a variety of time horizons to balance our near-term and long-term strategic goals

•

Anti-hedging policies (contained within the Insider Trading Policy) which, among other things, prohibits insiders from short sales of Intevac common stock

•

Responsible use of shares under our long-term incentive program, balancing the attraction, retention and motivation of key Intevac talent with the interests of the shareholders

•

No supplemental executive retirement plans

•

No perquisites

•

Adoption of an expanded compensation clawback policy (contained within the Compensation Recovery Policy)

•

Addition of share ownership guidelines for the CEO

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Elements of Fiscal 2024 Compensation

The table below lays out the fiscal 2024 compensation elements for all NEOs, which reflects decisions made by the Human Capital Committee after consideration of the 2023 say-on-pay vote results and information gathered through our stockholder outreach efforts in 2023:


	Element	Description	Performance Measured/Rewarded
Cash Policy	Salary	Values correspond to experience and job scope	• Provides competitive fixed pay to attract, motivate and retain employees.

	Annual Incentive Plan (AIP)	Annual payout tied to performance against pre-determined metrics and goals across a one-year performance period For fiscal 2024, the metrics for Messrs. Hunton, Soulsby and Dickinson include: • 50% financial objectives ^¡ 25% Net Revenue ^¡ 25% Operating Income ^¡ 50% Cash and Investments Balance • 50% Strategic Operating Performance Objectives ^¡ 50% - TRIO product cost reduction ^¡ 25% Diversification – Number of new TRIO customers that purchase TRIO tools. ^¡ 25% Growth – Number of TRIO tool orders Payouts range from 0%-200% of a pre-determined target value	• Incentivizes achievement of key annual objectives on a company-wide basis, driving progress towards achievement of long-term initiatives

Equity Policy	PRSUs	60% of all annual equity awards (for Messrs. Hunton and Dickinson) For the fiscal 2024-2027 performance period, payouts are tied to performance against pre-determined rigorous and meaningful goals across a three-year performance period Payouts range from 0%-200% of a pre-determined target value	• Rewards for achievement of three year growth targets for key financial metrics • Aligns NEOs’ interest with long-term shareholder value creation
Equity Policy	RSUs	40% of all annual equity awards (for Messrs. Hunton and Dickinson) Restricted stock units vest over three years (1/3 at first anniversary and then quarterly thereafter over the following 2 years based on continued service)	• Aligns NEOs’ interest with long-term shareholder value creation Encourages executive retention

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Executive Compensation Philosophy and Objectives

Our compensation structure is designed to attract, retain, motivate, and reward high-performing executives. The guiding principles of our executive compensation plan are as follows:

•

Provide a total compensation opportunity that is competitive with our peer group, but that also considers the need to compete for talent with much larger equipment and imaging companies.

•

Align compensation with the Company’s performance by:

•

Providing a significant portion of total compensation in the form of a performance-based annual bonus dependent on each executive’s performance relative to predetermined financial and other strategic objectives set at the beginning of each fiscal year. Providing performance-based annual cash incentives remain an important part of our executive compensation approach.

•

Providing long-term, significant equity incentives. In 2023, these incentives were in the form of a combination of PRSUs and time-based RSUs, in order to retain those individuals with the leadership abilities necessary for increasing long-term stockholder value while aligning the interests of our NEOs with those of our long-term stockholders.

•

Our 2023 PRSUs contain a three-year performance period and vest based on achievement of certain strategic goals related to our TRIO product which is core to the company’s strategic transformation and growth.

•

Set challenging performance goals for our NEOs and provide a short-term incentive through an incentive compensation plan that is based upon achievement of these goals.

•

Hold executives accountable for company performance by delivering the majority of compensation in the form of incentive pay - both cash and equity.

•

Align each executive’s goals with those of other executives to encourage a team approach to problem solving.

•

Provide clear guidelines for each compensation element relative to market practices (base salary, performance-based annual incentives and annual equity grants), while allowing the Human Capital Committee flexibility to make final decisions based on management recommendations (other than decisions for the CEO, which are made by the independent members of the Board), and other factors such as performance, experience, contribution to business success and retention needs.

Compensation Determination Process

Role of the Human Capital Committee

The Human Capital Committee oversees, reviews and approves the compensation and benefit policies, plans and programs for the entire Company, including our NEOs. The Human Capital Committee develops goals and objectives for the CEO and reviews his performance relative to his established goals and objectives. The Human Capital Committee reviewed with Mr. Hunton and approved the principal elements of compensation for the NEOs (other than Mr. Hunton). The Human Capital Committee also reviewed with Mr. Hunton and approved merit increases, as well as discretionary bonuses and equity grants for, non-NEO employees. The Human Capital Committee also annually reviews the compensation of the members of the Board and recommends any changes to the Board. Final approval of compensation for Mr. Hunton and the members of the Board was given by the independent members of the Board in executive session.

The Human Capital Committee also reviews and approves executive succession planning, incentive compensation plans, and equity compensation plans. The Human Capital Committee also reviews and approves, or with respect to Mr. Hunton, recommends to the Board, change in control and severance arrangements, separation agreements and transition agreements for our NEOs, which in 2023 included approval of a transition agreement with Mr. Moniz and a change in control agreement with Mr. Dickinson. The Human Capital Committee considers change in control, transition and severance agreements when making determinations regarding the current pay mix and amounts. The Human Capital Committee also has oversight for and approved the Company’s Director stock ownership guidelines, clawback provisions and the Company’s general compensation policies to manage compensation related risk.

Role of the CEO

During 2023, Mr. Hunton provided recommendations to the Human Capital Committee with respect to base salary amounts, target bonus percentages, goals and objectives, bonus payments, and stock-based awards for each NEO (other than

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himself). For Messrs. Dickinson and Moniz, this compensation recommendation was based on market data reviewed by the Human Capital Committee and a review by Mr. Hunton of Mr. Dickinson’s and Mr. Moniz’s overall performance and contribution to the Company during the prior year. Mr. Hunton also recommended to the Human Capital Committee Mr. Soulsby’s compensation upon his promotion to Interim Chief Financial Officer, as well as transition arrangements for Mr. Moniz and change in control severance arrangements for Mr. Dickinson. While the Human Capital Committee considered the recommendations of Mr. Hunton with respect to these elements of compensation, the Human Capital Committee independently evaluated the recommendations and made all final compensation decisions. Mr. Hunton made recommendations as to certain elements of his own compensation, but was not present for the Human Capital Committee’s and the Board’s deliberations on these matters, and such decisions were made solely by the independent members of the Board (without Mr. Hunton present), after recommendations were made to the Board by the Human Capital Committee.

Role of Our Independent Advisor

The Human Capital Committee retained Aon’s Human Capital Solutions practice, a division of Aon plc (otherwise known as and referred to in this proxy statement as “Aon”) to assist it in evaluating 2023 executive compensation programs and to provide advice and recommendations on the amount and form of executive compensation, and the allocation of compensation across the compensation components described below. The instructions provided to Aon included assessing target compensation levels for our executives relative to market practices and evaluating the overall design of our executive compensation program. At least once annually, at the Human Capital Committee’s request, Aon attends Human Capital Committee meetings. Aon reported directly to the Human Capital Committee and not to management. The Human Capital Committee assessed the independence of Aon pursuant to SEC rules and concluded that the work of Aon has not raised any conflict of interest.

Use of a Peer Group

Executive compensation data was developed by Aon following the approval of an updated peer group. The Committee worked with Aon to develop the peer group by considering the following criteria:

Sector – semiconductor equipment, imaging, electronic equipment and instruments industries, focusing on companies that provide technology components of complex electronic or semiconductor device;

Revenue – generally between $25 million and $150 million; and

Market capitalization – generally between $50 million and $400 million.

Aon provides the Human Capital Committee with market information to understand pay practices, pay trends and the mix of pay based on their independent review of the market data based on publicly available proxy filings for the peer companies identified below (the “Peer Companies”) in addition to survey data in the Aon Global Database. In the case of the data from the proxy filings of the Peer Companies, only data for the CEO and CFO positions was obtained, as these are the only two positions reported with sufficient frequency among the Peer Companies to draw meaningful conclusions on competitive pay. The market compensation levels for comparable positions were examined by Aon and the Human Capital Committee as part of the process to determine overall program design, base salary, target incentives and annual stock-based awards, including the total equity pool for allocation to all employees.

The Peer Companies we used to evaluate market compensation positioning for executives in making 2023 compensation decisions were selected in November 2022 based on the selection criteria discussed above, which the Human Capital Committee deemed relevant at that time, and resulted in the removal of one company (CVD Equipment Corporation) and two additions (Everspin Technologies Inc. and QuickLogic Corporation). As a result, the 2023 Peer Companies include the following companies:


AmtechSystems, Inc. *		AstroNova, Inc. *

AXTInc. *		CyberOptics Corporation *

eMagin*		EMCORE Corporation *

EverspinTechnologies Inc.		GSI Technology *

ImmersionCorporation *		In TEST Corporation *

KopinCorporation *		Park Aerospace Corp. *

PixelworksInc.*		QuickLogic Corporation

Sono-Tek*

*	Included in the 2022 peer group

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At the time these peers were chosen, Intevac was at between the 25^th and 50^th percentiles for revenue and closer to the 60^th percentile for market capitalization

In late 2022, Aon issued their assessment report on market trends including information on base salary, total target cash compensation (base salary plus performance-based annual cash bonus) and total target compensation (including stock-based awards) for each of Intevac’s five most senior executives, including Messrs. Moniz and Dickinson, and how the company’s policies aligned with common market practices. This information, in addition to the Company’s 2023 business plan, strategies priorities, internal pay comparisons and retention objectives, were all considered in setting pay for 2023.

In determining executive pay for the executives of the Company, including our NEOs, the Human Capital Committee considers the competitive compensation data as provided by Aon but also considers other factors such as role criticality, competitiveness for talent, retention, future contribution and applies their best business judgment in establishing targeted pay.

For 2023, the Human Capital Committee concluded that Intevac’s executive compensation:

•

Was appropriate considering the available competitive data and the Company’s need to retain key employees;

•

Continued to provide strong incentives to management to optimize Intevac’s financial performance in each year and over time;

•

Provided a balanced view of external and internal pay comparisons;

•

Aligned with the company’s overall business strategy and cost structure; and

•

Provided a balance of short-term and long-term incentives to manage overall risk for investors.

The Human Capital Committee believes that the Company’s program to compensate NEOs and other employees is consistent with the intent and design of the Company’s variable pay programs, which link actual pay directly to improved operating results, and result in reduced compensation in years in which financial results do not meet expectations.

Elements of Executive Compensation

The primary components of executive compensation are:

•

Base salary;

•

Performance-based annual cash bonus; and

•

Annual grants of long-term, equity-based incentives, which in 2023, consisted of PRSUs and time-based RSUs.

We allocate total potential and target compensation among these components based on the goals of our compensation program, including the need to offer competitive compensation and our focus on paying for performance. We also provide our executives the same benefits that we offer our other U.S. employees. These standard employee benefits include participation in our 401(k) plan and employee stock purchase plan, and health and welfare and life insurance benefits, each with the same terms and conditions available to employees.

Base Salary

We provide our NEOs and other employees with base salary to compensate them for services rendered during the fiscal year. The purpose of base salary is to reward effective fulfillment of the assigned job responsibilities, and to reflect the position’s relative value to the Company and competitiveness of the executive job market.

The Human Capital Committee approves any changes to base salaries on an annual basis. To determine any annual changes to base salary, the committee utilizes the competitive market data provided by our independent compensation consultant in addition to an assessment of each executive’s responsibilities and performance against goals and objectives. These factors are evaluated at the Human Capital Committee’s discretion.

2023 Base Salaries

2023 base salaries for the NEOs were approved by the Human Capital Committee (with the exception of Mr. Hunton, whose base salary was approved by the independent members of the Board, upon recommendation of the Human Capital Committee).

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The annual base salaries for the NEOs in 2022 and 2023, were as follows:


Executive	2022		2023
Nigel Hunton	$	550,000	$	550,000
Kevin Soulsby (1)	$	263,000	$	312,000
John Dickinson	$	325,000	$	325,000
James Moniz (2)	$	360,000	$	360,000

(1)

Mr. Soulsby was appointed Interim Chief Financial Officer on July 14, 2023. Prior to that date and in 2022 Mr. Soulsby served as the Company’s Managing Director of Taxation and Risk Management on a part time basis. The change in Mr. Soulsby’s pay reflects the change in role and responsibility at the Company. Mr. Soulsby was initially paid at 80% (32 hours per week) of the full-time salary ($250,000) when he assumed the interim CFO role in July 2023. He was moved to full-time in October ($312,000).

(2)	Mr. Moniz retired from Intevac on August 4, 2023. Mr. Moniz did not receive a salary increase in the year of his retirement.

Performance-based Annual Incentives

We provide the opportunity to earn performance-based annual bonuses to our NEOs and other management employees under our annual incentive plan (“AIP”), which had been suspended during 2022 and was reinstated in 2023. The objective of the AIP is to align our executive compensation with actual short-term business performance and with our strategic business objectives.

The AIP consists of two performance measures, each weighted equally:

•

Corporate Financial Performance, which is based on Intevac’s financial performance (profitability); and

•

Strategic Metrics, which are based on each NEO’s performance against goals and objectives set at the beginning of the year.

Having an incentive program which is based half on strategic performance is important in order to provide our NEOs with incentives to achieve goals and objectives which are specific to the areas in which we want them to focus their time and energy and to maximize the Company’s value, as well as for retention considerations, while having half based on Company profitability focuses the NEOs on the common goal of continuing to drive overall Company performance. In the past, strategic metrics typically have been individualized to each NEO’s functional area, but for 2023, in light of the strategic importance of our TRIO product, we set identical strategic goals for Messrs. Dickinson, Soulsby and Moniz, as well as certain of our other non-NEO executives, to help drive performance in this critical area. Mr. Hunton’s strategic goals remained specific to areas of individual focus for him.

Target Bonus Opportunities

Each participating NEO is assigned an annual incentive opportunity, computed by multiplying each executive’s base salary times his or her Target Bonus Percentage.

Target Bonus Percentages are determined based on competitive market data, internal equity considerations, and the degree of difficulty associated with achieving performance levels. Each factor is evaluated by the Human Capital Committee based on data and input provided by management as well as our independent compensation consultant. Typically, the pay philosophy is to target annual cash compensation with reference to the 50th percentile of the peer group, with the opportunity to earn annual incentives in excess of that level based on achieving performance superior to the objectives the Human Capital Committee has determined to reward.

Mr. Hunton’s, Mr. Dickinson’s and Mr. Moniz’s Target Bonus Percentages for 2023 were not increased from the prior year opportunity (as a percentage of base salary). Mr. Soulsby’s Target Bonus Percentage was approved subsequent to his appointment as Interim Chief Financial Officer to reflect the increase in the role and responsibility:


Executive	Target AIP (as % of base salary)			Target AIP ($)
Nigel Hunton		100	%	$	550,000
Kevin Soulsby		60	%	$	187,200
John Dickinson		60	%	$	195,000
James Moniz		65	%	$	234,000

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Corporate Financial Performance Goals

The 2023 corporate financial performance goals were as follows (weighted 50% of the overall performance goals under the 2023 AIP):

Metric

Weighting

Corporate Financial Performance Goals

Actual

Threshold
(75% payout)

Target
(100% payout)

Stretch
(125% payout)

Revenue

50%

$60 million

$63 million to
$64 million

$70 million

$52.7 million

Gross Margin

50%

$24 million

$26 million to
$27 million

$30 million

$20.2 million

As the threshold revenue and gross margin objectives were not achieved in fiscal 2023, the corporate financial performance bonus was not paid. The corporate financial performance goals represented one-half of the opportunity of the 2023 AIP.

Strategic Performance Goals

Mr. Hunton received a comprehensive set of non-financial strategic performance goals for 2023. These goals were established at the beginning of the fiscal year and approved by the Human Capital Committee. The goals reflected the strategic priorities for the Company in advancing our technology, developing key strategic partnerships and expanding the customer base, in addition to broadening the investor base.

The following table shows the 2023 non-financial strategic performance goals and their relative weightings for Mr. Hunton (weighted 50% of the overall performance goals under the 2023 AIP for Mr. Hunton):

Nigel Hunton, CEO


Fiscal 2023 Goals	Weighting			Performance Factor			Achievement
• Achieve objectives related to organization and operation efficiency and to support growth strategy o Establish a fit-for-purpose organization o Hiring of key operations and engineering talent o Identify a key manufacturing partner o Process improvements in manufacturing engineering		50	%		55	%		27.5	%

• Achieve objectives related business development o Objectives related to obtaining new customers and expanding into new markets		25	%		100	%		25	%

• Achieve objectives related to stockholder relations o Objectives related to stockholder engagement, investor relations, branding and website		25	%		50	%		12.5	%

		*Final Score*						65	%

Intevac’s five most senior executives including Messrs. Dickinson and Moniz received a comprehensive set of strategic performance goals for 2023 related to our TRIO product. Upon his appointment to Interim Chief Financial Officer, Mr. Soulsby also received the same goals. The strategic performance goals were, at the time of implementation, considered aggressive and deemed difficult to achieve. The following table shows the 2023 non-financial strategic goals and their relative weightings for the non-CEO NEOs (weighted 50% of the overall performance goals under the 2023 AIP for the non-CEO NEOs):


Metric	Weighting			Actual Performance
Goal 1: Number of TRIO tools qualified (a), (d)		25	%		Achieved

Goal 2: Number of TRIO orders (b)		50	%		Not Achieved

Goal 3: Number of TRIO OEMs (c)		25	%		Not Achieved

(a)	Completion of qualification of a system by a customer in Intevac’s factory or at a customer facility.

(b)	Commercial purchase order received for a TRIO system from a customer.

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(c)	Original equipment manufacturer (OEM) production run qualified on a TRIO system at a customer facility.

(d)	In fiscal 2023, we successfully completed the development phase of our TRIO joint development agreement and achieved system qualification on the first TRIO system with our joint development agreement partner.

2023 Performance Against Strategic Performance Goals

In order to determine the payout associated with the non-financial strategic performance goals, the Human Capital Committee analyzed Mr. Hunton’s performance versus his non-financial strategic goals and Mr. Dickinson’s and Mr. Soulsby’s performance versus their non-financial strategic goals. As Mr. Moniz was no longer an employee his goals were not scored. The specific performance versus objectives for each of the goals are not disclosed as the disclosure of these goals would potentially reveal confidential information regarding our business strategy and operations, which could result in substantial competitive harm.

Mr. Dickinson’s and Mr. Soulsby’s performance against each of the 2023 goals was evaluated at the end of the year by the CEO. The performance and evaluation were then reviewed and approved by the Human Capital Committee. The Human Capital Committee evaluated the CEO’s performance which was then reviewed and approved by the independent members of the Board. For the strategic performance goals, achievement at threshold levels was scheduled to result in 75% of target levels of payout, achievement of target performance at 100% of target levels of payout, and achievement of stretch performance levels at 200% of target payout.

For Messrs. Dickinson and Soulsby, the strategic Goal 1 was achieved at threshold level of performance and therefore was scored at 75% payout levels. Goal 2 and Goal 3 were not achieved. The total non-financial strategic performance goals were scored at 18.75%.

The CEO recommended raising Mr. Dickinson’s final score from 18.75% to 25.6% associated with the strategic aspect of the goals based on Mr. Dickinson’s extraordinary contributions associated with:

•

Restructuring completed in U.S. and Singapore with no impact on operational performance

•

Key hires in U.S. operations and technology strengthening team

•

Intellectual property activity for TRIO (filing for patents)

•

Facility reconfigured for TRIO pilot, modular test and manufacturing support

•

TRIO manufacturing strategy developed and key suppliers identified

•

TRIO qualified on time with strong technical partnership with our joint development agreement partner

The CEO recommended raising Mr. Soulsby’s final score from 18.75% to 51.2 % based on the strategic aspect of the goals based on Mr. Soulsby’s extraordinary contributions to completing the following:

•

Seamless transition into new Interim CFO role

•

Support of strategic initiative with investment bankers

•

Restructuring completed in U.S. and Singapore with no impact on operational performance

While discretion was exercised by the Human Capital Committee in order to determine the overall earned incentives for 2023, the overall payout was significantly less than target and was altered in order to reflect and reward for contributions made throughout the year. The actual payouts being below target are aligned with our pay for performance philosophy to ensure alignment of our strategy and stockholder expectations.

2023 earned incentives were as follows:


	Opportunity						Actual
Executive	Target AIP (as % of base salary)			Target AIP ($)			2023 Earned Award		As a % of Target
Nigel Hunton		100	%	$	550,000		$	180,000		32.7	%
Kevin Soulsby		60	%	$	78,000	(a)	$	20,000		25.6	%
John Dickinson		60	%	$	195,000		$	25,000		12.8	%
James Moniz (b)		65	%	$	234,000		$	—		—

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(a)	Mr. Soulsby’s target incentive opportunity is pro-rated for 5 of 12 months based on the change in role.

(b)	As Mr. Moniz retired on August 4, 2023 and he was not eligible for a bonus payment.

Long-Term Incentives

We grant equity-based compensation to our NEOs to align their interests with the long-term interests of our stockholders and to provide our executives with incentives to manage Intevac from the perspective of an owner with an equity stake in the business.

In 2023, we utilized two incentive vehicles:

•

Performance-based RSUs (PRSUs) and

•

Time-based RSUs

For 2023 annual grants to five executives including two of our NEOs (Messrs. Hunton and Dickinson), the Company granted a combination of 60% PRSUs and 40% RSUs. The Human Capital Committee believes that favoring PRSU awards in the total direct compensation opportunities of those executives whose individual performances and decisions have a direct impact on our Company’s performance helps to strengthen our overall pay-for-performance alignment by ensuring that a substantial portion of their compensation is aligned with the creation of value for our stockholders. The Company also granted time-based RSUs to all equity plan participants. For 2023 annual grants, the number of PRSUs and time-based RSUs were determined with reference to market data, including the median of our peer group.

The Human Capital Committee believes that the time-based RSU awards provide a valuable retention component to our annual compensation program. Further, RSUs are potentially less dilutive to the Company’s earnings per share than options. The 2023 annual RSU grants are scheduled to vest as to 1/3^rd of the RSUs on May 15, 2024, the first anniversary of the grant date, and in eight equal quarterly installments thereafter, a design that was determined to be competitive from a market perspective in attracting and retaining talent.

Individual Grant Determinations

Annually, the Human Capital Committee approves the annual stock-based awards to be granted to all grant recipients taking into consideration the total dilutive impact of all shares to be granted, the burn rate (the total number of shares to be granted as a percentage of shares outstanding), and projected compensation expense related to employee stock-based awards. The Human Capital Committee determines the level of annual equity grants to be based on a target dollar value for the long-term incentive award, rather than as a fixed number of shares, which the Human Capital Committee believes better aligns with market expectations and market best practices. Each year, the Human Capital Committee sets guidelines for the size and mix of each grant to each NEO and other exempt employees. Actual stock-based award grants to the NEOs are generally made by the Human Capital Committee (and, with respect to Mr. Hunton, by the Board) within the ranges set forth in these guidelines, based on the factors discussed below. For the NEOs, the guidelines reflect each NEO’s position within the Company and are set at a level that the Human Capital Committee considers appropriate to create a meaningful opportunity for reward predicated on increasing stockholder value, and appropriate to meet our retention goals considering internal equity and the criticality for the company’s future success. In determining the appropriate grant levels, the Human Capital Committee reviews competitive market practices, taking into consideration both the potential value to individual participants compared to executives at other companies with similar responsibilities in addition to the Company’s retention objectives. The Human Capital Committee also evaluated the mix of equity awards to be granted seeking to be balanced between performance-based and service-based and to reinforce stockholder alignment and leadership accountability.

The number of time-based RSUs and PRSUs granted to the NEOs in 2023 is shown in the table below.


			Number of PRSUs
NEO	Number of RSUs (#)		Target (#)		Maximum Performance (200%) (#)
Nigel Hunton		74,000		116,000		232,000
Kevin Soulsby		30,000		—		—
John Dickinson		28,455		47,683		95,365
James Moniz		—		—		—

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Mr. Hunton’s annual grant of 74,000 RSUs and 111,000 PRSUs (222,000 shares at maximum performance) was proposed by the Human Capital Committee and reviewed and approved at a Board meeting in May 2023. However, in light of business conditions and the decline in stock value, in May 2023, prior to the effective date of the previously approved grants, the Human Capital Committee and the Board chose not to re-denominate the awards based on the lower stock price (which would have resulted in more awards being granted in order to retain the $1.3 million accounting value of the awards), resulting in a 30% reduction in target value, which was $905,000. In addition, the Board granted Mr. Hunton an additional 5,000 PRSUs at target (10,000 at maximum performance) in consideration of a lack of a salary increase and in continuation of providing performance-based at risk pay to Mr. Hunton.

Mr. Dickinson’s annual grant of 28,455 RSUs and 42,683 PRSUs (85,365 shares at maximum performance) was proposed by Mr. Hunton and reviewed and approved at a Human Capital Committee meeting. The annual grant represented equity value at approximately the 75th percentile of our peer group. In determining the number of time-based RSUs and PRSUs to grant to Mr. Dickinson, the Human Capital Committee and the Board took into account factors such as his recent performance, level of responsibility, job assignment, the competitive climate, internal equity considerations, market data, and retention considerations. Each of these factors was considered by the Human Capital Committee, in its judgment, and no formal weighting of these factors was used. In addition the Board granted Mr. Dickinson an additional 5,000 PRSUs at target (10,000 at maximum performance) in consideration for a lack of a salary increase and in continuation of providing performance-based at risk pay to the NEOs.

The Board granted a special retention award of 30,000 time-based RSUs to Mr. Soulsby in light of his appointment as Interim Chief Financial Officer, which will vest on the earlier of August 15, 2024 or the date a new, full-time Chief Financial Officer commences employment with the Company.

2023 PRSUs

In 2023, a portion of the annual renewal grants to Messrs. Hunton and Dickinson were PRSUs that are eligible to be earned based on achievement of five strategic goals during a three-year performance period commencing on May 18, 2023 and ending on May 31, 2026 (the “2023-2026 Performance Period”). The PRSUs will vest, if at all, in five possible tranches, with each tranche’s vesting subject to achievement of a TRIO-related strategic goal. Each of the five tranches will vest only if the applicable strategic goal is achieved within the 2023-2026 Performance Period and the executive remains employed through the date performance is certified, and each tranche may only be achieved once during the 2023-2026 Performance Period. If a strategic goal is not achieved within the 2023-2026 Performance Period, or is not achieved prior to an earlier change in control, the corresponding PRSUs will not vest, and all unvested PRSUs at the end of the 2023-2026 Performance Period or if, earlier, at a change in control of the Company, will immediately be forfeited. Achievement of the strategic goals related to tranches 1, 2, 4 and 5 is considered target performance and achievement of these tranches plus the strategic goal in tranche 3 which goal related to a particularly difficult to achieve TRIO-related strategic goal, is considered maximum performance due to the level of difficulty in achieving the tranche 3 goal. At the time these strategic goals were approved, the Human Capital Committee and the Board believed full achievement to be aggressive and very difficult to achieve, even with significant effort. We believe disclosing specific strategic goals while the 2023-2026 Performance Period is ongoing could cause competitive harm. However, such strategic goals will be disclosed in future proxy filings following the certification of results by the Human Capital Committee.


Tranche	Number of PRSU Awards Eligible to Vest at Target Performance – N. Hunton		Number of PRSU Awards Eligible to Vest at Maximum Performance – N. Hunton		Number of PRSU Awards Eligible to Vest at Target Performance – J. Dickinson		Number of PRSU Awards Eligible to Vest at Maximum Performance – J. Dickinson
1		29,000		29,000		11,921		11,921
2		29,000		29,000		11,921		11,921
3		—		116,000		—		47,683
4		29,000		29,000		11,921		11,920
5		29,000		29,000		11,920		11,920
Total		116,000		232,000		47,683		95,365

2022 PRSUs

In 2022, a portion of the annual renewal grants to our then-current NEOs were PRSUs that are eligible to be earned based on achievement of certain stock prices based on the average closing price of the Company’s stock over a 30-day period (the

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“Company Stock Price Hurdle”) during a performance period commencing on the grant date (May 18, 2022 for Messrs. Hunton and Moniz and September 15, 2022 for Mr. Dickinson) and ending on May 31, 2025 (ending earlier upon a change in control, as defined under the equity plan under which the award was granted) (the “2022-2025 Performance Period”). The PRSUs will vest, if at all, in five possible tranches. Each of the five tranches will vest only if the applicable Company Stock Price Hurdle is achieved within the 2022-2025 Performance Period, and each tranche may only be achieved once during the 2022-2025 Performance Period. If a Company Stock Price Hurdle is not achieved within the 2022-2025 Performance Period, the corresponding PRSUs will not vest, and all unvested PRSUs at the end of the 2022-2025 Performance Period will immediately be forfeited. The actual number of shares that may vest under each PRSU grant can range from zero to 200% of the number of shares eligible to vest at target performance levels.

Mr. Hunton’s and Mr. Dickinson’s 2022 PRSUs were negotiated and agreed to in connection with their employment agreements, and were subsequently granted, as a material inducement to them accepting employment with the Company. The unvested portions of Mr. Moniz’s 2022 PRSUs were cancelled upon his retirement. Mr. Soulsby did not participate in the 2022 PRSU program.


Tranche	Company Stock Price Hurdle	Required Share Price Improvement (as Measured from the May 18, 2022 Closing Price of $5.17 for Messrs. Hunton and Moniz / the September 15, 2022 Closing Price of $4.82 for Mr. Dickinson)		Number of PRSU Awards Eligible to Vest – N. Hunton		Number of PRSU Awards Eligible to Vest – J. Moniz		Number of PRSU Awards Eligible to Vest – J. Dickinson		Percentage of Target PRSU Awards Eligible to Vest
0	Below $6.00				0		0		0		0	%
1	$6.00 (goal achieved on December 28, 2022)		16.0% / 24.5%		66,700		18,600		8,260		20	%
2	$7.00 (goal achieved on February 23, 2023)		35.4% / 45.2%		100,050		27,900		12,390		30	%
3	$8.00		54.7% / 66.0%		166,750		46,500		20,650		50	%
4	$9.00		74.1% / 86.7%		166,750		46,500		20,650		50	%
5	$10.00 or greater		93.4% / 107.5%		166,750		46,500		20,650		50	%
Total					667,000		186,000		82,600		200	%

The amount of 2022 PRSUs eligible to vest will not be determined through linear interpolation between tranches, except in connection with a change in control where the consideration received for a share by the Company’s stockholders is greater than $8.00 but below $10.00. In the event of a change in control, the achievement of the Company Stock Price Hurdle will no longer be measured against the 30-day average described above and instead will be based on the consideration received for a share by the Company’s stockholders in connection with the change in control, and the number of 2022 PRSUs that will be eligible to vest will be based on such achievement, using linear interpolation between levels or, if greater, 50% of the 2022 PRSUs (at maximum performance). The first tranche of the awards vested on December 28, 2022, which was the first date in the performance period on which the average closing share price of Intevac stock for thirty consecutive trading days equaled or exceeded $6.00. The second tranche of the awards vested on February 23, 2023, which was the first date in the performance period on which the average closing share price of Intevac stock for thirty consecutive trading days equaled or exceeded $7.00. The remainder of the tranches remain outstanding and able to be vested in the future upon completion of the remaining stock price hurdles.

2021 PRSUs

In 2021, Mr. Moniz and our other then-current NEOs were granted PRSUs, with a two-year performance period that began in May 2021 and ended in May 2023. The number of PRSUs that vested was determined by our common stock achieving a certain Total Shareholder Return (“TSR”) for the Company, relative to the TSR of the specified peer group over a measurement period of two years from the time of grant. The peer group was comprised of the “Peer Companies” listed in the Company’s “Compensation Discussion and Analysis” section in our 2020 proxy statement. At the end of the performance measurement period, the Human Capital Committee determined the achievement against the performance objectives. Depending on the Company’s TSR relative to the peer group TSR, the actual number of shares that may vest under each PRSU grant could range

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from zero to 200% of the target number of shares subject to the grant. These awards were intended to align executive pay with long-term shareholder value creation and relative TSR performance. Relative TSR PRSUs generally vest at the end of the performance period, contingent on the NEO still being in service to Intevac through the end of the performance period, and, subject to accelerated vesting in certain circumstances as described below in “Potential Payments Upon Termination of Employment or Change in Control”.

The actual number of Achieved PRSUs was determined as follows:


Company’s Position in the TSR Ranking Group (the “Company’s Relative TSR Performance”)		Percentage of Target Number of RSUs that Become Achieved RSUs
75^th percentile or above		200%
50^th percentile		100%
25^th percentile		50%
Below 25^th percentile		0%

Intevac’s TSR performance ranked above the 50^th percentile of peer group and 100% of the PRSUs were achieved. Mr. Moniz, the remaining NEO participant in the 2021 PRSUs received 10,434 shares upon the vesting of the award.

2020 PRSUs

In 2020, Mr. Moniz and our other then-current NEOs were granted PRSUs, issued collectively in four separate tranches with individual one-year performance periods beginning in May 2020, 2021, 2022 and 2023, respectively. Vesting of the PRSUs was based on the performance of our common stock relative to the performance of a peer group. The peer group was comprised of the “Peer Companies” listed in the Company’s “Compensation Discussion and Analysis” section in the 2020 proxy statement. At the end of each performance period, the Human Capital Committee determined the achievement against the performance objectives.

On each performance assessment date, Intevac’s stock price growth for the applicable performance period was compared against the peer group stock price growth for the applicable performance period (each expressed as a growth rate percentage) to result in a growth rate (the “Growth Rate Delta”) for the performance period equal to Intevac’s stock price growth minus the peer group stock price growth, both for the applicable performance period. A new Growth Rate Delta was calculated for each performance period on the related performance assessment date. Any earned PRSU awards vested 100% after the end of the applicable performance period. On each performance assessment date, 25% of the total number of PRSUs originally subject to the award (and no more) vested upon achievement of a Growth Rate Delta greater than or equal to zero. If, on a performance assessment date, the Growth Rate Delta is less than 0%, no portion of the PRSUs vested on such performance assessment date and 25% of the total number of PRSUs originally subject to the award immediately terminated. In addition, in order to vest, the participant must remain in service to Intevac through the end of the applicable performance period.

Upon Mr. Moniz’s retirement in August 2023, the remaining outstanding awards under the fourth and final tranche were cancelled.

When the third performance measurement period ended in May 2023 the Growth Rate Delta was greater than 0% and the metric was achieved and 100% of the PRSUs in the third tranche of the award vested. Mr. Moniz, the remaining NEO participant in the 2020 PRSUs, received 2,959 shares upon the vesting of the third tranche of the award.


Intevac’s TSR			16%
Average Peer TSR (Excluding highest and lowest TSR)			12%
Growth Rate Delta			4%
Payout			100%

When the first performance measurement period ended in May 2021 the Growth Rate Delta is less than 0% and the metric was not achieved and no portion of the PRSUs in the first tranche of the award vested. When the second performance measurement period ended in May 2022 the Growth Rate Delta was 5% and the metric was achieved and 100% of the PRSUs in the second tranche of the award vested.

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Although these awards were not granted in 2023, until their expiration, the unvested portion of each PRSU continued to provide performance incentives due to the remaining challenging price hurdle, and retention benefits due to the continued service requirement.

Acceleration of Certain Time-Based RSUs Held by James Moniz

In connection with his transition and retirement, we entered into a transition agreement with Mr. Moniz. In consideration for a release of claims in favor of the Company, the vesting of a total of 31,301 of his time-based RSUs was accelerated, which represented the number of RSUs that would have vested under the applicable awards had Mr. Moniz remained employed by the Company through May 15, 2024.

Additional Policies and Practices

Ownership Guidelines

We do not currently have a stock ownership policy for our executive officers. However, all of our NEOs own shares of the Company’s common stock or vested, but unexercised, equity awards. As a member of the Company’s Board, Mr. Hunton is subject to the director stock ownership guidelines of the Company.

Anti-Hedging Policies

The Company has an insider trading policy which, among other things, prohibits insiders from short sales of Intevac common stock.

Compensation Recovery Policy

In November 2023, the Human Capital Committee approved the Company’s Compensation Recovery Policy, in accordance with SEC and Nasdaq requirements. Consistent with the requirements, this policy requires that if the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with financial reporting requirements under the securities laws, the Company must clawback from certain officers any incentive-based compensation received by them after October 2, 2023 and during the applicable covered period (which generally includes the three completed fiscal years prior to the restatement date) that was in excess of what they would have received had their incentive compensation been determined based on the restated amounts.

In addition, under the AIP, if it is determined after a bonus is paid under the plan that the individual and corporate performance upon which the bonus award was based was fraudulently represented, the Company has the right to require the return of the bonus.

The Company’s current equity incentive plans also provide that awards granted under those plans will be subject to any Intevac clawback policy that is established to comply with applicable laws, and that the administrator of the plans may require a participant to forfeit, return or reimburse all or a portion of an award granted under the plan (and related amounts paid) under any such policy or as appropriate to comply with applicable laws.

Severance and Change in Control Arrangements

On January 19, 2022, Nigel Hunton joined the Company as its new President and Chief Executive Officer. In connection with the negotiation of his employment, and in order to incentivize him to join the Company, the Company and Mr. Hunton entered into an employment agreement. Among other provisions, this employment agreement provides Mr. Hunton with certain severance benefits in connection with certain qualifying terminations of his employment, contingent upon Mr. Hunton signing and not revoking a release of claims in favor of the Company, and his continued compliance with the terms of his confidentiality agreement entered into with the Company. These severance benefits are described under “Potential Payments Upon Termination of Employment or Change in Control” beginning on page 53.

The Company entered into a change in control agreement with Mr. Dickinson. Benefits under the change in control agreement is described under “Potential Payments Upon Termination of Employment or Change in Control” beginning on page 53.

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In connection with his transition and retirement, the Company entered into a transition agreement with Mr. Moniz, in order to facilitate a smooth transition of his services. Prior to that transition, the Company had a change in control agreement with Mr. Moniz, which had been entered into with Mr. Moniz in connection with the negotiation of his employment agreement in order to attract him to the Company. Benefits under these agreements are described under “Potential Payments Upon Termination of Employment or Change in Control” beginning on page 53.

Impact of Accounting and Tax Treatment

The Human Capital Committee considers the deductibility of executive compensation under Section 162(m) of the Code in designing, establishing and implementing our executive compensation policies and practices. Section 162(m) generally prohibits us from deducting any compensation over $1 million per taxable year paid to certain of our named executive officers, although certain performance-based compensation awarded prior to changes in these rules may be “grandfathered” and not counted towards the $1 million deduction limit., although no assurance can be given that any previously granted compensation will in fact qualify for such grandfathering.

The Human Capital Committee balances the desirability of having compensation qualify for deductibility with our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. As a result, the Human Capital Committee has not adopted a policy that all compensation must be deductible.

In addition to considering the tax consequences, the Human Capital Committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.

2023 Summary Compensation Table

The following table presents information concerning the total compensation of Intevac’s named executive officers (the “NEOs”), which consist of (i) Intevac’s President and CEO, who was the Company’s principal executive officer (“PEO”), (ii) Messrs. Soulsby and Dickinson, the two most highly compensated executive officers other than the PEO, who were serving as executive officers at the end of the last fiscal year, and (iii) Mr. Moniz, Intevac’s former Chief Financial Officer, who was no longer serving as an executive officer at the end of fiscal year 2023.


Name and Principal Position	Year		Salary ($)		Stock Awards ($) (1)		Non-Equity Incentive Plan Compensation ($) (2)		All Other Compensation ($) (3)		Total ($)
Nigel Hunton, (4)		2023		549,994		649,440		180,000		2,000		1,381,434
President and CEO		2022		514,033		3,797,047		687,500		22,000		5,020,580

Kevin Soulsby,		2023		184,150		103,500		20,000		2,000		309,650
Interim CFO		2022		103,862		25,850		—		2,000		131,712

John Dickinson, (5)		2023		325,000		257,298		25,000		2,000		609,298
VP of Operations		2022		106,250		502,925		100,000		1,562		710,737

James Moniz, (6)		2023		259,092		—		—		6,801		265,893
Former CFO		2022		360,006		1,047,252		—		2,000		1,409,258

(1)

Amounts shown do not reflect compensation actually received by the NEO. Instead, the amounts shown are the grant date fair value of time-based RSUs and PRSUs granted in fiscal 2023 and fiscal 2022 for all NEOs as determined pursuant to ASC 718. The material assumptions used to calculate the value of stock awards in fiscal 2023 and fiscal 2022 are set forth under Note 4 of the notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2023 filed with the SEC on February 15, 2024. The value of the PRSU awards granted in 2023 to Mr. Hunton and Mr. Dickinson based upon the then-probable outcome of the performance conditions, as computed in accordance with ASC 718, was $285,360, and $117,299 for each award, respectively. Assuming that the maximum level of performance will be achieved, and based on the $4.92 closing price of our shares on the date of grant, the value of each such PRSU award is $1,141,440 and $469,196, respectively. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. With respect to the 2022 PRSUs the fair value of the awards are determined based on a Monte Carlo simulation, using the material valuation assumptions set forth under Note 4 of the notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2023 filed with the SEC on February 15 2024.

(2)	The amounts shown in this column represent the value of cash bonuses earned during the year indicated and paid in the first quarter of the subsequent year.

(3)	Amounts in 2023 and 2022 include matching contributions we made under our tax-qualified 401(k) plan, which provides for broad-based employee participation.

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(4)	Mr. Hunton joined the Company on January 19, 2022.

(5)	Mr. Dickinson joined the Company on August 29, 2022.

(6)

Mr. Moniz retired from the Company on August 4, 2023. In consideration for a release of claims in favor of the Company, the vesting of a total of 31,301 of his time-based RSUs was accelerated, which represented the number of RSUs that would have vested under the applicable awards had Mr. Moniz remained employed by the Company through May 15, 2024. The fair value of the modification of the awards, as computed in accordance with ASC 718, was $4,801.

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table shows all outstanding option and stock awards held by each of the NEOs at the end of fiscal 2023.


	Option Awards (1), (2)								Stock Awards (1), (3)
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(4)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(4)
Nigel Hunton		—		—		—		—		111,000	(5)		479,520		500,250	(6)		2,161,080
		—		—		—		—		74,000	(7)		319,680		232,000	(8)		1,002,240
Kevin Soulsby		2,500		—		12.75		05/18/2024		591	(9)		2,553		—			—
		2,500		—		5.68		05/16/2026		695	(10)		3,002		—			—
		—		—		—		—		3,333	(11)		14,399		—			—
		—		—		—		—		30,000	(12)		129,600		—			—
John Dickinson		—		—		—		—		33,333	(13)		143,999		61,950	(14)		267,624
		—		—		—		—		28,455	(15)		122,926		95,365	(16)		411,977

(1)	Reflects options, RSUs and PRSUs granted under the 2012 Plan, the 2020 Plan and the Inducement Plan.

(2)	Unless otherwise specified, stock options become vested and exercisable over a four-year period, 25% per year on each anniversary of the grant date, subject to the NEO’s continued service through each applicable vesting date.

(3)

Unless otherwise specified, time-based RSUs vest over a three-year period, 33% per year on each anniversary of the applicable vesting commencement date, subject to the NEO’s continued service through each applicable vesting date. The vesting commencement date is the first February 15, May 15, August 15 or November 15 on or after the grant date.

(4)	Reflects the fair value of outstanding stock awards as of December 30, 2023 at the market closing price on December 29, 2023, which was the last market trading day of the 2023 fiscal year, of IVAC’s common stock of $4.32 per share.

(5)	55,500 shares vested on January 19, 2024. Assuming continued employment with Intevac, 55,500 shares will vest on January 19, 2025.

(6)

Assuming continued employment with Intevac, 166,750 shares vest when the average market closing price of IVAC’s common stock is $8.00 or higher for thirty consecutive trading days, 166,750 shares vest when the average market closing price of IVAC’s common stock is $9.00 or higher for thirty consecutive trading days, and 166,750 shares vest when the average market closing price of IVAC’s common stock is $10.00 or higher for thirty consecutive trading days.

(7)

Assuming continued employment with Intevac, 24,421 shares will vest on May 15, 2024, 6,198 shares will vest on of each of August 15, 2024, November 15, 2024 and February 15, 2025 and 6,197 shares will vest on each of May 15, 2025, August 15, 2025, November 15, 2025, February 15, 2026 and May 15, 2026.

(8)

Assuming continued employment with Intevac, 29,000 shares will vest upon the satisfaction and certification of performance goal 1, 29,000 shares will vest upon the satisfaction and certification of performance goal 2, 116,000 shares will vest upon the satisfaction and certification of performance goal 3, 29,000 shares will vest upon the satisfaction and certification of performance goal 4 and 29,000 shares will vest upon the satisfaction and certification of performance goal 5.

(9)	Assuming continued employment with Intevac, 591 shares will vest on May 15, 2024.

(10)	Assuming continued employment with Intevac, 348 shares will vest on May 15, 2024 and 347 shares will vest on May 15, 2025.

(11)	Assuming continued employment with Intevac, 1,667 shares will vest on May 15, 2024 and 1,666 shares will vest on May 15, 2025.

(12)	Assuming continued employment with Intevac, 30,000 shares will vest on the earlier of August 15, 2024 or the date a new, full-time Chief Financial Officer commences employment with the Company.

(13)	Assuming continued employment with Intevac, 16,667 shares will vest on August 15, 2024 and 16,666 shares will vest on August 15, 2025.

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(14)

Assuming continued employment with Intevac, 20,650 shares vest when the average market closing price of IVAC’s common stock is $8.00 or higher for thirty consecutive trading days, 20,650 shares vest when the average IVAC stock market closing price is $9.00 or higher for thirty consecutive trading days, and 20,650 shares vest when the average market closing price of IVAC’s common stock is $10.00 or higher for thirty consecutive trading days.

(15)	Assuming continued employment with Intevac, 9,391 shares will vest on May 15, 2024, 2,383 shares will vest on of each of August 15, 2024, November 15, 2024, February 15, 2025, May 15, 2025, August 15, 2025, November 15, 2025, February 15, 2026 and May 15, 2026.

(16)

Assuming continued employment with Intevac, 11,921 shares will vest upon the satisfaction and certification of performance goal 1, 11,921 shares will vest upon the satisfaction and certification of performance goal 2, 47,683 shares will vest upon the satisfaction and certification of performance goal 3, 11,921 shares will vest upon the satisfaction and certification of performance goal 4 and 11,921 shares will vest upon the satisfaction and certification of performance goal 5.

Executive Employment Agreements and Arrangements

Nigel Hunton

We entered into an at-will employment agreement with Mr. Hunton on January 19, 2022 (the “Hunton Employment Agreement”), and he started employment as Intevac’s CEO on that same date. The Hunton Employment Agreement set his 2022 base salary at $550,000, which base salary remained the same for 2023 and which has been set at $577,500 for 2024. The employment agreement also provides for eligibility for an annual bonus targeted at 100% of his then-current base salary. The Hunton Employment Agreement also provides that Mr. Hunton is eligible to receive equity awards pursuant to any plans or arrangements we may have in effect from time to time and to participate in our employee benefit plans and programs on the same terms and conditions as other similarly-situated employees.

Pursuant to the terms of the Hunton Employment Agreement, Mr. Hunton was appointed to the Board and, at each annual meeting during his employment at which his term as a member of the Board has otherwise expired, he will be nominated by Intevac to serve on its Board, with his service as a Board member subject to any required stockholder approval. The Hunton Employment Agreement also provides for severance payments and benefits to Mr. Hunton if his employment with us ceases under certain circumstances. Please see “Potential Payments upon Termination of Employment or Change in Control” below for additional detail regarding these provisions.

John Dickinson

Mr. Dickinson’s 2022 offer letter provides for his at-will employment. He started employment as Intevac’s Vice President of Operations on August 29, 2022. Mr. Dickson’s offer letter provides for eligibility for an annual bonus targeted at 60% of his then-current base salary, which base salary was $325,000 in 2023 and currently is $341,000. The offer letter also provides that Mr. Dickinson is eligible to receive equity awards pursuant to any plans or arrangements we may have in effect from time to time and to participate in our employee benefit plans and programs on the same terms and conditions as other similarly-situated employees.

James Moniz

Mr. Moniz’s 2014 offer letter provided for his at-will employment. Mr. Moniz retired on August 4, 2023. Prior to his retirement, Mr. Moniz’s 2023 base salary and target annual bonus remained at the 2022 levels of $360,000 and 65% of his base salary, respectively.

Potential Payments upon Termination of Employment or Change in Control

Severance Agreements

The Company entered into the Hunton Employment Agreement with Mr. Hunton when he was hired in January 2022, which agreement provides for severance payments and benefits to Mr. Hunton if his employment with us ceases under certain circumstances. If the Company terminates Mr. Hunton’s employment with the Company for any reason other than cause (as such term is defined in the Hunton Employment Agreement) (and not by reason of Mr. Hunton’s death or disability (as such term is defined in the Hunton Employment Agreement)) or if Mr. Hunton resigns from employment with the Company for good reason (as such term is defined in the Hunton Employment Agreement), Mr. Hunton will receive as severance from the Company: (i) continuing payments of Mr. Hunton’s base salary in effect on the date of Mr. Hunton’s termination, payable in accordance with the Company’s standard payroll procedures for a period of twelve months; (ii) the immediate vesting of each of Mr. Hunton’s then-outstanding equity awards as to 50% of the unvested number of shares subject to each equity award (or, if such termination occurs within the twelve month period following a change in control (as defined in the 2020 Plan) (the

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“Change in Control Period”), the immediate vesting as of 100% of Mr. Hunton’s then-outstanding equity awards); provided, however, that any equity award that, at any time it was outstanding, was subject to performance-based vesting, will instead be treated as provided in the award agreement related to such equity award; (iii) payment or reimbursement for premiums for medical, vision and dental coverage under COBRA for Mr. Hunton and his eligible dependents for up to twelve months; (iv) a lump sum payment equal to a prorated portion of the average bonus paid to Mr. Hunton over the three most recently completed bonus periods or such lesser period of time that Mr. Hunton has been employed (or at target bonus if no bonus period has been completed), or, if the termination occurs within the Change in Control Period, payment of 100% of Mr. Hunton’s target bonus; and (v) if bonuses have not been paid for the calendar year preceding the year in which the termination occurs, a lump sum payment equal to the bonus that Mr. Hunton would have received had he remained employed through the bonus payment date based on actual performance (the payments in (iv) and (v), the “Bonus Payments”). Further, if Mr. Hunton’s termination is due to death or disability, then Mr. Hunton will receive the Bonus Payments. The receipt of severance under the Hunton Employment Agreement is contingent upon Mr. Hunton signing and not revoking a release of claims in favor of the Company, and his continued compliance with the terms of his confidentiality agreement entered into with the Company.

On August 4, 2023, James Moniz retired from his positions as the Executive Vice President, Finance and Administration, Chief Financial Officer, Secretary and Treasurer of Intevac, Inc. On August 2, 2023, the Company entered into a Transition Agreement and Release (the “Transition Agreement”) with Mr. Moniz. Under the terms of the Transition Agreement, Mr. Moniz received accelerated vesting with respect to: (a) 8,875 shares of restricted stock units granted to Mr. Moniz in May 2020, (b) 7,826 shares of restricted stock units granted to Mr. Moniz in May 2021 and (c) 14,600 shares of restricted stock units granted to Mr. Moniz in May 2022, which represents the number of shares that would have vested under each such restricted stock unit grant had Mr. Moniz remain employed with the Company through May 31, 2024. As part of the Transition Agreement, and as a condition to receiving the foregoing benefits, the parties agreed to provisions relating to a release of claims in favor of the Company, including a supplemental release of claims that was entered into following Mr. Moniz’s termination date, as well as provisions related to confidentiality, non-disparagement, tax consequences and post-separation cooperation with respect to certain Company efforts.

Change in Control Agreements

Pursuant to his hiring, the Company entered into a change in control agreement with Mr. Dickinson on June 20, 2023 and Mr. Moniz in October 2014. Mr. Moniz’s change in control agreement ceased to be in effect in connection with his retirement, but as his agreement was in effect for a portion of 2023, it is included in the description below.

As per the terms of the agreement, if within twelve months following a change of control (as such term is defined in the change in control agreement), the Company terminates the executive’s employment for a reason other than cause (as such term is defined in the change in control agreement) or if the executive resigns for good reason (as such term is defined in the change in control agreement) (each, a “qualifying termination”), the executive will receive severance from the Company in the amount of six months (12 months for Mr. Moniz) of the executive’s base salary in effect on the date of the executive’s termination, payable at equal intervals over a period of time not longer than six months for Mr. Dickinson and 12 months for Mr. Moniz, with the Company having had the discretion to pay Mr. Moniz in a lump sum instead. In addition, all then-outstanding Company equity awards held by the executive shall have their vesting fully accelerated; provided, however, that any Company equity award held by Mr. Dickinson that, at any time it was outstanding, was subject to performance-based vesting will instead be treated as provided in the award agreement related to such Company equity. The receipt of severance under the change in control agreement is contingent upon the executive signing and not revoking a release of claims in favor of the Company.

Excise Tax

Under each of the Company’s employment and change in control agreements in the event the severance payments and other benefits payable to an NEO constitute “parachute payments” under Section 280G of the U.S. Internal Revenue Code and would be subject to the applicable excise tax, then the executive’s severance benefits will be either (i) delivered in full or (ii) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by executive on an after-tax basis of the greatest amount of benefits.

Change in Control Acceleration

As described above, pursuant to the Hunton Employment Agreement, in the event of a qualifying termination within the Change in Control Period, then, subject to the execution and non-revocation of a release of claims in favor of the Company,

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Mr. Hunton’s then-outstanding Company equity awards will vest in full; provided, however, that any equity award that, at any time it was outstanding, was subject to performance-based vesting, will instead be treated as provided in the award agreement related to such equity award. The determination of the number of shares eligible to vest upon a change of control under the 2022 PRSUs is described under “2022 PRSUs” beginning on page 47.

As described above, pursuant to his change in control agreement, in the event of a qualifying termination within twelve months after a change of control (as defined in Mr. Dickinson’s change in control agreement), then, subject to the execution and non-revocation of a release of claims in favor of the Company, Mr. Dickinson’s then-outstanding Company equity awards will vest in full, provided, however, that any equity award that, at any time it was outstanding, was subject to performance-based vesting, will instead be treated as provided in the award agreement related to such equity award. The 2023 PRSUs granted to Messrs. Hunton and Dickinson forfeit to the extent that the applicable performance metrics have not been achieved prior to a change in control that occurs before the end of the performance period.

Estimated Payments Pursuant to Severance and Change in Control Agreements

The following table estimates potential payments upon termination as if Messrs. Hunton and Dickinson had terminated employment on December 30, 2023, in connection with a change in control or other termination covered by the severance and change in control agreements and potential payments relating to the changed vesting schedule of outstanding equity awards under our 2020 Equity Incentive Plan and the 2022 Inducement Equity Incentive Plan in connection with a change in control. The table reflects termination scenarios covered by the various agreements and the benefits receivable thereunder, as well as under our equity plans. The closing market price per share of our common stock on December 29, 2023, the last market trading day of our fiscal year 2023, was $4.32.


Name of Executive Officer	Termination Without Cause or Resignation for Good Reason ($)			Change in Control With Qualifying Termination ($)			Change in Control Without Termination ($)
Base Salary
Nigel Hunton		550,000			550,000			—
John Dickinson		—			325,000			—
Annual Cash Incentive
Nigel Hunton		433,750	⁽¹⁾		433,750	⁽¹⁾		—
John Dickinson		—			—			—
Health Coverage
Nigel Hunton		50,778			50,778			—
John Dickinson		—			—			—
Acceleration Of Equity Awards
Nigel Hunton		—			799,200			799,200
John Dickinson		—			266,924			—
Total
Nigel Hunton		1,034,528			1,833,728			799,200
John Dickinson		—			591,924			—

(1)

The amount shown includes a bonus of $433,750, which is the amount Mr. Hunton would be eligible to receive if his employment with Intevac had been terminated without cause, he resigned from the Company for good reason or terminated due to his death or disability, and meets the other terms and conditions of his severance agreement. This bonus would be pro-rated based on the average bonus paid to Mr. Hunton over the three most recently completed bonus periods or such lesser period of time that Mr. Hunton has been employed (or at target bonus if no bonus period has been completed). For purposes of this table, we have calculated this amount based on the average bonus paid to Mr. Hunton for the 2022 and 2023 performance periods.

Equity Incentive Plans

Under the 2020 Plan, the 2012 Plan and the Inducement Plan (which was adopted in January 2022) (together, the “Plans”), unless otherwise specified in an award agreement for a particular award, all unvested options, RSUs and other equity awards vest in full and, if applicable, become exercisable and performance-based awards would be deemed achieved at 100% of target upon a change in control (as defined in the applicable plan) of Intevac or a merger of Intevac with or into another corporation or entity, unless the option or award is assumed or substituted for by the acquiring entity, and to the extent exercisable, would terminate if not exercised within the applicable period.

The Board or its Human Capital Committee, as administrator of the Plans, has the authority to provide for the accelerated vesting of any or all outstanding equity awards under the Plans, including options held by our directors and executive officers, under such circumstances and at such times as the administrator deems appropriate, including in the event of termination of the executive or a change in control of Intevac.

2023 Pay Versus Performance Table

Under rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as a smaller reporting company, we are required to calculate and disclose the correlation between executive pay and company performance for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022. The following table sets forth additional compensation information for Mr. Hunton, who is our current principal executive officer (“PEO”); Mr. Blonigan, who is our former principal executive officer (“Former PEO”); and our other NEOs (“Non-PEO NEOs”), calculated in accordance with SEC regulations, for fiscal years 2023, 2022 and 2021.


Year	SCT Total for PEO ($) (1)		Compensation Actually Paid to PEO ($) (2)			SCT Total for Former PEO ($) (3)		Compensation Actually Paid to Former PEO ($) (4)			Average SCT Total for Non-PEO NEOs (5)		Average Compensation Actually Paid to Non-PEO NEOs ($) (6)			Value of Initial $100 Investment based on TSR ($)		Net Income (Loss) ($)			Non-GAAP Net (Loss) ($) (7)
2023		1,381,434		(545,539	)		—		—			394,947		(40,489	)		60		(12,190,000	)		(10,935,000	)
2022		5,020,580		6,338,773			716,623		(544,383	)		1,055,998		1,441,380			90		(17,075,000	)		(14,057,000	)
2021		—		—			1,654,115		769,293			790,784		536,586			65		26,620,000			(21,738,000	)

(1)	The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Hunton, for fiscal years 2023 and 2022 in the “Total” column of the Summary Compensation Table (“SCT”). Mr. Hunton joined Intevac in January 2022.

(2)

The dollar amounts reported represent the amount of “compensation actually paid” for our PEO for fiscal years 2023 and 2022, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to the PEO during fiscal years 2023 and 2022, but are dollar amounts derived from the starting point of the SCT total compensation under the methodology prescribed under SEC rules as shown in the adjustment table below.

(3)	The dollar amounts reported are the amounts of total compensation reported for our former CEO, Mr. Blonigan, for fiscal years 2022 and 2021 in the “Total” column of the SCT. Mr. Blonigan retired from Intevac on January 18, 2022.

(4)

The dollar amounts reported represent the amount of “compensation actually paid” for our Former PEO for the applicable year, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to the Former PEO during the applicable year, but are dollar amounts derived from the starting point of the SCT total compensation under the methodology prescribed under SEC rules as shown in the adjustment table below.

(5)

The dollar amounts reported represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group (this group excludes both Messrs. Hunton and Blonigan) in the “Total” column of the SCT in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Soulsby, Dickinson and Moniz; (ii) for 2022, Messrs. Moniz and Dickinson; and (iii) for 2021, Mr. Moniz, Mr. Cho, the former EVP and General Manager of our TFE Division, and Mr. Justyn, the former EVP and General Manager of our Photonics Division.

(6)

The dollar amounts reported represent the average amount of “compensation actually paid” for our Non-PEO NEOs as a group (this group excludes both Messrs. Hunton and Blonigan), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to the non-PEO NEOs during the applicable year, but are dollar amounts derived from the starting point of the SCT total compensation under the methodology prescribed under SEC rules as shown in the adjustment table below. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Soulsby, Dickinson and Moniz; (i) for 2022, Messrs. Moniz and Dickinson; and (iii) for 2021, Messrs. Moniz, Cho, and Justyn.

(7)	See the “Reconciliation of GAAP to Non-GAAP Results” below. We have voluntarily included information on our Non-GAAP net income (loss) to provide fuller context in light of the divestiture of the Photonics business.

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To calculate the amounts in the “Compensation Actually Paid to PEO” column in the table above, the following amounts were deducted from and added to (as applicable) the PEO’s “Total” compensation as reported in the SCT:


Year	SCT Total for PEO ($)		Less: Reported Value of Equity Awards for PEO in SCT ($) (1)		Add: Equity Award Adjustments for PEO ($) (2)			Compensation Actually Paid to PEO ($)
2023		1,381,434		649,440		(1,277,533	)		(545,539	)
2022		5,020,580		3,797,047		5,115,240			6,338,773
2021		—		—		—			—

(1)	Represents the grant date fair value of the equity awards to the PEO, as reported in the “Stock Awards” column in the SCT for each applicable year.

(2)	Represents the year-over-year change in the fair value of equity awards to the PEO, as itemized in the table below.

(3)	The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items.

Reconciliation of the SCT total compensation and “Compensation Actually Paid to PEO” is summarized in the following table:


Adjustments to Fair Value of Equity Awards for PEO	2023 ($)			2022 ($)
Add fair value as of year-end for awards granted during the year that are unvested and outstanding as of year-end		695,520			4,691,028
Add fair value of awards that granted and vested during the year		—			424,212
Add year-over-year increase (decrease) in fair value of unvested and outstanding awards granted in prior years		(2,192,977	)		—
Add increase (decrease) in fair value from prior fiscal year-end for awards granted in a prior fiscal year that vested during the year		219,924			—

Total Equity Award Adjustments		(1,277,533	)		5,115,240

To calculate the amounts in the “Compensation Actually Paid to Former PEO” column in the table above, the following amounts were deducted from and added to (as applicable) the Former PEO’s “Total” compensation as reported in the SCT:


Year	SCT Total for Former PEO ($)		Less: Reported Value of Equity Awards for Former PEO in SCT ($) (1)		Add: Equity Award Adjustments for Former PEO ($) (2)			Compensation Actually Paid to Former PEO ($)
2022		716,623		—		(1,261,006	)		(544,383	)
2021		1,654,115		941,346		56,524			769,293

(1)	Represents the grant date fair value of the equity awards to the Former PEO, as reported in the “Stock Awards” column in the SCT for each applicable year.

(2)	Represents the year-over-year change in the fair value of equity awards to Former PEO, as itemized in the table below.

(3)	The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items.

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Reconciliation of the SCT total compensation and “Compensation Actually Paid to Former PEO” is summarized in the following table:


Adjustments to Fair Value of Equity Awards for Former PEO	2022 ($)		2021 ($)
Add fair value as of year-end for awards granted during the year that are unvested and outstanding as of year-end		—		647,303
Add fair value of awards that granted and vested during the year		—

SEC Form DEF 14A filed by Intevac Inc.