Arthi Chakravarthy
About Arthi Chakravarthy
Arthi Chakravarthy is Chief Legal Officer and Head of Corporate Development at Enovix, serving as an executive officer since 2023. She is 46 years old, holds a J.D. from Stanford Law School (Editor, Stanford Law Review) and a B.A. in Human Biology with Honors from Stanford University . Company performance during her tenure featured revenue of $23,074,000 in 2024 versus $7,644,000 in 2023, alongside a 2024 net loss of $222,534,000; Enovix’s pay-versus-performance table shows a cumulative value of an initial $100 investment in ENVX at $55 in 2024 (company-level metrics) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lighting eMotors | General Counsel | Not disclosed | Led legal function for zero-emissions commercial vehicle manufacturer |
| Micron Technology | Deputy General Counsel | Mar 2019 – Jul 2021 | Supported legal oversight at a global semiconductor leader |
| TiVo, Inc. | Vice President, Commercial Legal Affairs | Not disclosed | Commercial legal leadership in consumer hardware |
| Wilson Sonsini Goodrich & Rosati; Morrison & Foerster LLP | Attorney | Not disclosed | Foundational training at leading tech-focused law firms |
External Roles
| Organization | Role | Years |
|---|---|---|
| Hospital for Hope India (non-profit) | Board Member, Co-founder | Since 2009 |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 242,308 | 357,269; +2% vs 2023 |
| Target Bonus % of Salary | 60% (per employment agreement) | 60% (per employment agreement) |
| AIP (Annual Incentive) Paid ($, settled in fully vested RSUs) | 84,291 | 184,974 |
| Stock Awards ($, grant-date fair value) | 2,749,999 | 2,439,986 |
Performance Compensation
Annual Incentive Program (AIP) – 2024 structure and outcomes
| Period | Corporate CSF Outcome (%) | Individual CSF Outcome Range (%) | AIP Form |
|---|---|---|---|
| Q1 2024 | 80 | 63 – 100 | Equity (fully vested RSUs) |
| Q2 2024 | 99 | 79 – 100 | Equity (fully vested RSUs) |
| Q3 2024 | 55 | 55 – 100 | Equity (fully vested RSUs) |
| Q4 2024 | 100 | 100 | Equity (fully vested RSUs) |
| Annual 2024 | 83 | 83 – 120 | Equity (fully vested RSUs) |
| Arthi AIP payout (aggregate) | — | — | $184,974 (RSUs) |
AIP goals spanned >130 corporate CSFs (financial, manufacturing, R&D, product, sales, safety/quality, compliance, HCM) with no single CSF >15% weight; all NEO quarterly and annual incentives were paid in equity to strengthen alignment .
Long-Term Incentive Programs (LTIP) – PRSUs and RSUs
| Grant | Metric | Weight | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2023 LTIP PRSU (granted FY2024) | Product revenue | 50% (2023, 2024) | Not disclosed | 65.4% achieved in 2024; overall 32.68% for 2024 component | Earned PRSUs release 50% on Mar 2, 2026; 50% on Mar 1, 2027 |
| 2023 LTIP PRSU (granted FY2024) | Units sold | 50% (2023, 2024) | Not disclosed | Not met in 2024 | Earned PRSUs release as above |
| 2024 LTIP PRSU | Manufacturing operations (FY2024) | 50% | Not disclosed | 0% payout for 2024 (non-attainment) | 2025 component: vest 25% in Q2’26, 50% in 2027, 25% in 2028 if goals met and continued service |
| 2024 LTIP PRSU | Research & development (FY2024) | 50% | Not disclosed | 0% payout for 2024 (non-attainment) | As above |
| 2024 LTIP PRSU | Manufacturing operations (FY2025) | 50% | Not disclosed | Pending (review in 2026) | As above |
| 2024 LTIP PRSU | Product revenue (FY2025) | 50% | Not disclosed | Pending (review in 2026) | As above |
2024 RSU and PRSU grant detail (Arthi)
| Award Type | Grant Date | Shares (#) | Grant-date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU (2023 LTIP) | 4/8/2024 | 63,599 | 469,997 | 36 equal monthly installments from Apr 8, 2024 |
| PRSU (2023 LTIP) | 4/8/2024 | 63,599 | 469,997 | Earn % based on 2023/2024 goals; 32.68% earned on Feb 12, 2025; release Mar 2, 2026 and Mar 1, 2027 |
| RSU (2024 LTIP) | 4/8/2024 | 101,488 | 749,996 | 16 equal quarterly installments from Apr 8, 2024 |
| PRSU (2024 LTIP) | 4/8/2024 | 101,488; 50,744 forfeited (FY2024) | 749,996 | 50% tied to 2025 goals; vest 25% in Q2’26, 50% in 2027, 25% in 2028 on goal achievement and continued service |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/30/2025) | 84,383 shares; <1% of outstanding |
| Composition of beneficial ownership | 66,121 shares held directly; 18,262 RSUs vesting within 60 days [3/30/2025] |
| Outstanding unvested RSUs (12/29/2024) | 167,734 (5/1/2023 grant); 49,466 (4/8/2024 monthly RSUs); 88,802 (4/8/2024 quarterly RSUs) |
| PRSUs – earned but delayed release | 20,786 (2023 PRSUs earned on 2/12/2025; release in 2026/2027) |
| PRSUs – contingent on FY2025 goals | 50,744 (2024 PRSUs tied to FY2025 metrics) |
| Market value basis for table | $11.28 closing price on 12/27/2024 |
| Hedging/pledging policy | Employees prohibited from hedging or pledging ENVX securities; waivers require Board/Audit approval; only Chairman T.J. Rodgers disclosed exception |
Stock ownership guidelines for executives are not disclosed; director ownership and director compensation policies are provided separately in the proxy .
Employment Terms
| Term | Key Economics / Provisions |
|---|---|
| Employment start | April 2023; executive officer since 2023 |
| Initial base salary | $350,000 |
| Initial equity grant | 251,601 RSUs; five-year vesting |
| Annual bonus eligibility | Up to 60% of base salary; performance-based |
| Severance (qualifying termination, no CoC) | 9 months base salary; 9 months health coverage; pro-rated target bonus; vesting acceleration equal to 18 months of continued service |
| Severance (qualifying termination within 3 months before / 12 months after CoC) | Above benefits plus 75% acceleration of then-unvested equity (after the 18-month acceleration) |
| Clawback policy | Nasdaq Rule 5608 and SEC Section 10D compliant; recovery of excess incentive compensation upon accounting restatement (3-year lookback from restatement date) |
| Deferred comp / pension | None disclosed; NEOs did not participate in non-qualified deferred comp or pension plans |
| Tax gross-ups | None provided in 2024 |
| Perquisites | Standard employee benefits (health, dental, vision, life, disability; 401(k) plan per company policies) |
| Insider trading policy | Prohibits short sales, options, hedging, pledging; waivers rare and Board/Audit-approved |
Compensation Structure Analysis
- Mix skewed to equity and performance: In 2024, Arthi’s compensation comprised $357,269 salary, $184,974 AIP in fully vested RSUs, and $2,439,986 stock awards, consistent with Enovix’s emphasis on equity and at-risk pay .
- Increased cash, reduced equity vs 2023: Salary rose with inflation adjustments; stock awards declined year-over-year, while AIP payout increased, reflecting a higher achievement of corporate CSFs versus 2023 .
- PRSU performance gating: 2024 PRSU payout was 0% for FY2024 goals (manufacturing ops/R&D), demonstrating rigorous targets; 2023 PRSU revenue achieved at 65.4% with overall 32.68% vesting for 2024 component; releases are delayed to 2026/2027 to reinforce long-term alignment .
Risk Indicators & Red Flags
- Execution risk: Non-attainment of 2024 PRSU goals (0% payout) suggests operational execution gaps against manufacturing/R&D milestones for the year .
- Insider selling pressure: Ongoing RSU vesting (monthly and quarterly) plus large PRSU releases scheduled in March 2026 and March 2027 may create supply overhang; additional PRSUs could vest in 2026–2028 contingent on FY2025 goals .
- Governance policies: Robust clawback policy; prohibition on hedging/pledging mitigates alignment risks; no tax gross-ups and standard severance/change-of-control multiples .
Compensation Peer Group & Shareholder Feedback
- Peer group: Mix of semiconductor, battery-adjacent and electronics firms; cash targeted below 50th percentile and equity targeted at 50th percentile to balance market competitiveness with retention .
- Say-on-pay: 79% support at 2024 meeting; committee reduced CEO pay and increased PRSU weighting across NEOs in 2024 to strengthen pay-for-performance .
Performance & Track Record
| Metric (Company-level) | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($ thousands) | 7,644 | 23,074 |
| Net Loss ($ thousands) | (214,132) | (222,534) |
| Value of $100 initial investment (TSR) | 61 | 55 |
2024 strategic highlights included Fab2 site acceptance in Malaysia, smartphone sampling and safety validation, and advancing automotive collaborations; these formed part of performance goals underlying AIP and PRSU structures .
Investment Implications
- Alignment and retention: Arthi’s compensation emphasizes multi-year equity with delayed PRSU releases (2026–2027), strong clawback, and double-trigger change-of-control protections, supporting retention and long-term alignment .
- Execution sensitivity: 2024 PRSU non-attainment highlights operational execution importance; watch FY2025 PRSU metrics tied to manufacturing ops and product revenue, as vesting in 2026–2028 could materially increase realized equity .
- Trading signals: Anticipate periodic RSU supply from monthly/quarterly schedules and larger PRSU releases in March 2026 and March 2027; monitor Form 4 activity near these dates for selling pressure risk. Beneficial ownership remains <1%, with no pledging, reducing leverage-related risks .
- Governance quality: No tax gross-ups, robust clawback, and performance-conditioned equity support shareholder-friendly design; continued focus on CSFs and long-term metrics should tighten pay-performance linkage as commercialization milestones are met .