Gregory Reichow
About Gregory Reichow
Gregory Reichow, age 55, has served as an independent director of Enovix since 2021, bringing deep manufacturing and operations leadership from Tesla (VP Production and VP Powertrain Operations), SunPower (SVP Operations), and Cypress Semiconductor (manufacturing/quality roles). He holds a B.S. in Mechanical & Industrial Engineering from the University of Minnesota and is a Partner at Eclipse Ventures since 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tesla, Inc. | VP, Production (manufacturing, supply chain, automation engineering) | Jun 2013–Jul 2016 | Led scale-up of manufacturing operations |
| Tesla, Inc. | VP, Operations (powertrain) | Apr 2011–Jun 2013 | Oversaw powertrain operations |
| SunPower Corporation | SVP, Operations | Nov 2003–Apr 2011 | Senior operations leadership |
| Cypress Semiconductor | Manufacturing & Quality roles | 1993–2003 | Early ops/quality experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eclipse Ventures, LLC | Partner | Since Jul 2016 | Venture investor; no related-party transactions disclosed for FY2024 |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Determined independent under Nasdaq; meets heightened independence requirements for Compensation Committee under Exchange Act Rule 10C-1 .
- Attendance and engagement: Board held 5 meetings; Audit 5; Compensation and Nominating each held 4; each director attended at least 75% of Board and committee meetings in FY2024 .
- Executive sessions: Compensation Committee meets regularly in executive session; charter grants full access to books/records/personnel; may engage independent advisers after independence assessment .
| Committee | Role |
|---|---|
| Compensation | Chair |
| Nominating & Corporate Governance | Member |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 50,000 | Policy amended Aug 2023 |
| Compensation Committee Chair fee | 15,000 | Annual cash retainer |
| Nominating & Corporate Governance Committee member fee | 5,000 | Annual cash retainer |
| Total cash fees earned | 70,000 | Per director compensation table |
Performance Compensation
| Equity Award (FY2024) | Grant Date | Units | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU award | Jun 13, 2024 | 15,128 | 195,000 | Vests at the earlier of next annual meeting or one-year anniversary, subject to service |
| Outstanding RSUs at FY-end | As of Dec 29, 2024 | 7,564 | — | Unvested RSUs outstanding |
- Change-of-control treatment: Any unvested portion of director equity fully vests immediately prior to closing of a Change of Control (subject to continuous service) .
Director equity is service-based RSUs; no performance metrics are tied to director awards. FY2024 award structure reflects time-based vesting, not TSR/financial metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in director biography |
| Compensation committee interlocks | None; no ENVX executive served on another entity’s comp committee/board with ENVX executives in FY2024 |
| Related-party transactions | None requiring disclosure in FY2024; policy assigns Audit Committee oversight and approves only if fair/in best interests |
Expertise & Qualifications
- Manufacturing/supply chain; semiconductor/battery design; engineering/technical; APAC international business; entrepreneurship; human capital management; financial management/accounting (as reflected in Board skills matrix) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial shares | 15,628 | Held directly |
| Ownership % of outstanding | <1% | 191,715,117 shares outstanding as of Mar 30, 2025 |
| RSUs outstanding (unvested) | 7,564 | As of Dec 29, 2024 |
| Stock options | — | None outstanding |
| Warrants | — | None disclosed for Reichow |
| Hedging/pledging | Prohibited by policy; pledging allowed only via Board/Audit waiver; no waiver disclosed for Reichow (Rodgers has a waiver) |
Governance Assessment
- Board effectiveness: As Compensation Committee Chair with heightened independence, Reichow oversees CEO and senior exec pay, equity plans, and compensation policies, meeting regularly in executive session and using independent advisers as needed—supportive of investor confidence in pay governance .
- Alignment: Director pay is balanced—$70K cash plus $195K RSUs—with time-based equity that ties value to stock performance over tenure; FY2024 RSU grant of 15,128 units supports alignment .
- Engagement: Meets attendance expectations (≥75% of meetings); committee workload consistent with active governance (Board 5; Audit 5; Comp 4; Nominating 4) .
- Conflicts: No FY2024 related-party transactions and no compensation committee interlocks; strict insider trading policy restricts hedging/pledging (no waiver disclosed for Reichow), mitigating conflict risk .
- Ownership signal: Personal beneficial ownership is less than 1% (15,628 shares); while low “skin-in-the-game,” annual RSUs provide continuing equity exposure; investors may monitor future accumulation versus award vesting .
- Pay structure changes: Director compensation policy was increased in Aug 2023 (cash and equity) to be more competitive; while market-aligned, investors should monitor for pay inflation without commensurate performance outcomes .
RED FLAGS
- None disclosed: No related-party transactions; no interlocks; no hedging/pledging waiver for Reichow; attendance satisfactory .
- Monitoring points: Low personal share position (<1%); continue tracking equity accumulation and any future waivers or outside affiliations via Eclipse Ventures that could create perceived conflicts (none disclosed for FY2024) .
Compensation Committee Analysis
- Composition: Reichow (Chair), Atkins, Malchow—each independent; committee oversees exec/director compensation, equity/bonus plans, severance/CoC protections, and general compensation policies .
- Process: Quarterly meetings; regular executive sessions; authority to engage independent advisers after independence assessment; executive compensation CD&A recommended by committee for inclusion in Proxy/10-K .
- Consultant: Compensia engaged in 2023 to review/update director compensation policy; resulted in increased cash/equity retainers effective Aug 2023 .
Director Compensation (FY2024 snapshot)
| Metric | Value |
|---|---|
| Fees Earned or Paid in Cash ($) | 70,000 |
| Stock Awards ($) | 195,000 |
| Total ($) | 265,000 |
| Annual RSU grant (units) | 15,128; granted June 13, 2024 |
Board Governance (Attendance & Meetings)
| Body | FY2024 Meetings | Attendance |
|---|---|---|
| Board of Directors | 5 | Each director ≥75% |
| Audit Committee | 5 | Each director ≥75% |
| Compensation Committee | 4 | Each director ≥75% |
| Nominating & Corporate Governance Committee | 4 | Each director ≥75% |
Other Notes
- Director nominees: Reichow is slated for re-election at the 2025 annual meeting; independent status affirmed; Board views skills mix as essential to oversight and long-term value .
- Corporate governance: Board leadership separated (Chair vs. CEO); guidelines emphasize independence, oversight, and alignment with stockholders .
All citations reference Enovix’s 2025 and 2024 DEF 14A proxy statements as indicated.