Ajay Marathe
About Ajay Marathe
Ajay Marathe is Chief Operating Officer of Enovix, serving since November 2022; he is 63 and holds a BE in production engineering (VJTI, University of Bombay) and an MS in industrial engineering/operations research (Texas Tech) . Under his operating tenure, Enovix reported revenue of $23.1 million in 2024 versus $7.6 million in 2023, while TSR measured at $55 (on a $100 initial investment basis) for 2024 versus $61 in 2023, reflecting a challenging equity backdrop amid scaling milestones . His remit spans manufacturing scale-up, smartphone battery commercialization, and execution of corporate CSFs tied to AIP and PRSU outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Western Digital | SVP, Operations | 2021–2022 | Led operations at a global storage OEM prior to joining Enovix |
| Lumileds | Chief Operating Officer | 2011–2021 | Oversaw global lighting operations; brings high-volume manufacturing discipline |
| Solaria | SVP, Operations | 2009–2011 | Managed solar module manufacturing operations |
| AMD | Various operations roles | 1984–2007 | Deep semiconductor operating experience |
External Roles
No public company directorships or external governance roles disclosed for Marathe .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $60,577 | $450,000 | $463,500 (3% increase vs. 2023) |
| Target Bonus (% of Salary) | 80% (per employment agreement) | 80% | 80% |
| AIP Target ($) | $38,880 (prorated) | $360,000 | $368,640 |
| AIP Actual Paid ($) | $38,880 | $121,259 (paid partly in RSUs) | $266,890 (paid in fully vested RSUs) |
| All Other Compensation ($) | $1,650 | $13,949 | $10,392 |
| Total Compensation ($) | $11,729,787 (includes 2022 initial RSU grant accounting) | $585,208 | $4,240,760 |
Notes:
- 2024 compensation mix emphasized equity; AIP payouts were delivered entirely in fully vested RSUs to align with shareholders .
- Base salary was reset to $463,500 in 2024; employment agreement sets bonus eligibility up to 80% of salary .
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting/Release |
|---|---|---|---|---|---|---|
| 2024 AIP (quarterly+annual) | Corporate CSFs (financial, manufacturing, R&D, sales, quality) | Diversified (no single >15%) | Specific targets not disclosed (competitive reasons) | Q1: 80%; Q2: 99%; Q3: 55%; Q4: 100%; Annual: 83% | Aggregate payout: $266,890 (fully vested RSUs) | Immediate (fully vested RSUs) |
| 2024 LTIP – PRSUs (FY24 tranche) | Manufacturing operations | 50% | Not disclosed | Not attained | 0% for FY24 tranche | N/A |
| 2024 LTIP – PRSUs (FY24 tranche) | R&D | 50% | Not disclosed | Not attained | 0% for FY24 tranche | N/A |
| 2024 LTIP – PRSUs (FY25 tranche) | Manufacturing operations | 50% | Not disclosed (assessed in 2026) | Pending | Up to 0–200% | 25% in Q2’26, 50% in Q2’27, 25% in Q2’28 (subject to attainment) |
| 2024 LTIP – PRSUs (FY25 tranche) | Product revenue | 50% | Not disclosed (assessed in 2026) | Pending | Up to 0–200% | 25% in Q2’26, 50% in Q2’27, 25% in Q2’28 (subject to attainment) |
| 2023 LTIP – PRSUs (earned on FY24 metrics) | Product revenue | 50% (FY23/24) | Not disclosed | Achieved at 65.4% in FY24 | Part of 32.68% overall FY24 PRSU achievement | 50% release Mar 2, 2026; 50% release Mar 1, 2027 |
| 2023 LTIP – PRSUs (earned on FY24 metrics) | Units sold | 50% (FY23/24) | Not disclosed | Not met | Reduces overall to 32.68% | 50% Mar 2, 2026; 50% Mar 1, 2027 |
| 2024 LTIP – RSUs | Time-based | 50% of LTIP | N/A | N/A | N/A | Vests in 16 equal quarterly installments starting Apr 8, 2024 |
| 2023 LTIP – RSUs | Time-based | 50% of LTIP | N/A | N/A | N/A | Vests in 36 equal monthly installments starting Apr 8, 2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 30, 2025) | 331,509 shares (<1% of outstanding); includes 289,647 directly and 41,862 RSUs vesting within 60 days |
| Shares Outstanding (for % context) | 191,715,117 shares outstanding as of Mar 30, 2025 |
| Vested vs Unvested (12/29/24 snapshot) | Unvested RSUs: 485,917 (11/14/22 grant), 78,936 (4/8/24 monthly RSUs), 118,402 (4/8/24 quarterly RSUs); PRSUs earned but unreleased: 33,170 (2023 PRSUs based on FY24); PRSUs eligible (FY25 goals): 67,659 |
| Market Value (12/29/24 close $11.28) | RSUs: $5,481,144 (11/14/22), $890,398 (4/8/24 monthly), $1,335,575 (4/8/24 quarterly); PRSUs earned (2023 tranche): $374,158; PRSUs eligible (2024 LTIP FY25): $763,194 |
| Initial Sign-on Equity | 833,000 RSUs (5-year vest: 1/5 on first anniversary, then 1/48 monthly) |
| Ownership Guidelines | No executive ownership multiple disclosed; insider trading policy prohibits hedging/pledging (waivers only granted by Board/Audit Committee; Rodgers has a waiver) |
| ESPP/Other | Company ESPP exists (unrecognized SBC related to ESPP disclosed at company level), but executive-specific participation not disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Start Date & Role | Chief Operating Officer since November 2022 |
| Base Salary & Bonus Eligibility | Initial base $450,000; eligible annual discretionary bonus up to 80% of base salary |
| Severance (qualifying termination w/o CoC) | 9 months base salary; company-paid healthcare up to 9 months; prorated target annual bonus; acceleration of 18 months of unvested equity |
| CoC Severance (double-trigger window) | Above benefits plus 75% acceleration of remaining unvested equity if termination occurs within 3 months pre- to 12 months post-CoC |
| Estimated Severance Values (as of 12/29/24) | Qualifying termination: $4,710,474 total (Cash $347,625; Bonus $368,640; Equity $3,963,544; COBRA $30,665) |
| Estimated CoC Values (as of 12/29/24) | CoC double-trigger: $7,290,447 total (Cash $347,625; Bonus $368,640; Equity $6,543,517; COBRA $30,665) |
| Non-compete/Non-solicit | Severance contingent on compliance with confidentiality, non-compete and non-solicitation agreements; durations not disclosed |
| Clawback | Nasdaq/Exchange Act-compliant clawback for excess incentive-based compensation after restatement (effective Oct 2, 2023) |
| Tax Gross-ups | None for NEOs in 2024 |
| Perquisites/Pension/Deferred Comp | Standard employee benefits; no executive-specific perks; no pension or non-qualified deferred comp |
Compensation Structure Analysis
- Equity-heavy mix and AIP paid in fully vested RSUs increases near-term tradable float and may contribute to periodic selling pressure, but strengthens alignment via multi-year RSU/PRSU vesting tied to manufacturing and revenue outcomes .
- PRSU rigor: FY24 PRSU tranche paid 0% (manufacturing/R&D goals not attained), while FY23 LTIP PRSUs earned only 32.68% on FY24 metrics (product revenue at 65.4%, units sold not met); this binds realized pay to operational execution .
- Peer benchmarking targets cash below 50th percentile and equity near 50th percentile; Board responded to shareholder feedback (79% Say-on-Pay support in 2024) by trimming CEO equity grants and maintaining performance emphasis across NEOs .
Company Performance Context (for alignment)
| Measure | 2023 | 2024 |
|---|---|---|
| Revenue ($000s) | $7,644 | $23,074 |
| Net Loss ($000s) | $(214,132) | $(222,534) |
| TSR (Value of $100) | $61 | $55 |
Investment Implications
- Retention risk appears contained: severance and double-trigger CoC protections plus significant unvested RSUs/PRSUs (with multi-year vesting and stringent PRSU goals) incentivize tenure through 2026–2028 vesting cycles .
- Pay-for-performance linkage is credible: zero payout on FY24 PRSU tranche and partial FY23 LTIP realization demonstrate willingness to tie realized pay to manufacturing and revenue outcomes; this reduces misalignment risk but may increase talent pressure if goals are overly aspirational .
- Insider selling pressure: 2024 AIP paid in fully vested RSUs, combined with ongoing monthly/quarterly RSU vesting, can add supply; monitoring Form 4s around quarterly vest dates is prudent, though pledging/hedging is prohibited for executives (reducing leverage-related sell triggers) .
- Execution risk remains: company-wide CSF outcomes varied by quarter (Q3 corporate CSF 55%), and FY24 PRSU non-attainment underlines operational ramp challenges; continued progress on Fab2 HVM audits, smartphone qualifications, and revenue conversion is key to PRSU realization and long-term alignment value .