Raj Talluri
About Raj Talluri
Raj Talluri, 62, is President and Chief Executive Officer of Enovix and has served on the Board since January 2023. He holds a Ph.D. in Electrical Engineering from the University of Texas at Austin, a Master of Engineering from Anna University, and a Bachelor of Engineering from Andhra University, and previously held senior leadership roles at Micron, Qualcomm, and Texas Instruments, culminating as GM of TI’s OMAP wireless terminals business unit . During 2024, Enovix revenue rose to $23.1 million from $7.6 million in 2023 while net loss widened modestly to $222.5 million, and Enovix’s cumulative TSR “fixed $100” index stood at 55 versus 88 for its peer group, contextualizing pay versus performance under his tenure . He is a non-independent director (also CEO), with board leadership separated—Thurman John Rodgers is Chairman—mitigating combined CEO/Chair risk .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Micron Technology | SVP & GM, Mobile Business Unit | 2018–2022 | Senior executive leadership in mobile memory/storage solutions |
| Qualcomm | SVP & GM, Internet of Things BU | 2015–2018 | Led IoT business unit at a multinational semiconductor firm |
| Texas Instruments | Technical staff → GM, OMAP wireless terminals BU | 1993–2009 | Product group and BU leadership across semiconductors/wireless terminals |
External Roles
No current public company directorships disclosed for Dr. Talluri beyond Enovix Board service .
Board Service
- Director since 2023; not independent under Nasdaq standards; not a member of audit, compensation, or nominating committees .
- Board leadership separated: Rodgers as Chairman, Talluri as CEO .
- Meeting attendance: each director attended at least 75% of Board and committee meetings in FY2024 .
- CEO receives no additional director compensation .
Fixed Compensation
Multi-year CEO compensation (SCT-reported):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 519,846 | 595,000 |
| Stock Awards ($) | 16,140,000 | 10,420,816 |
| Non-Equity Incentive (AIP) ($) | 328,719 | 422,518 |
| All Other Compensation ($) | 13,992 | 13,914 |
| Total ($) | 17,002,557 | 11,452,248 |
| Target Annual Bonus (% of base) | 100% | 100% |
2024 base salary increase was 9% YoY; CEO’s 2024 equity value reduced 35% vs 2023; 2025 equity awards ($7.0m) reduced ~33% vs 2024 to address investor feedback .
Performance Compensation
Annual Incentive Program (AIP) outcomes (equity-settled in fully vested RSUs):
| Period | Corporate CSFs Outcome (%) | Individual CSFs Outcome (%) | AIP payout ($) |
|---|---|---|---|
| Q1 2024 | 80 | 63–100 | — |
| Q2 2024 | 99 | 79–100 | — |
| Q3 2024 | 55 | 55–100 | — |
| Q4 2024 | 100 | 100 | — |
| Annual 2024 | 83 | 83–120 | 422,518 (RSUs) |
Long-Term Incentive Program (LTIP) structure and outcomes:
-
2024 LTIP (50% PRSUs, 50% RSUs):
- PRSUs metrics: 2024 (Manufacturing Ops 50%; R&D 50%); 2025 (Manufacturing Ops 50%; Product Revenue 50%) .
- 2024 PRSU payout: 0% (non-attainment); 50% of PRSUs tied to 2025 remain eligible; vest 25%/50%/25% in Q2’26/’27/’28 subject to goal attainment and continued service .
- CEO grants: PRSUs awarded 412,719; 206,359 forfeited (2024 half); RSUs awarded 412,719 (16 equal quarterly vests); additional RSUs 292,343 (36 equal monthly vests) .
-
2023 LTIP PRSUs:
- Metrics: Product Revenue (50%) and Units Sold (50%) for 2023 and 2024 performance tranches .
- 2024 outcomes: Product revenue achieved at 65.4%; units sold not met; overall 32.68% earned; release of earned PRSUs delayed—50% in March 2026 and 50% in Q1 2027 .
Equity vesting flow-through:
| Measure | FY 2024 |
|---|---|
| Shares acquired on vesting (RSUs/PRSUs) (#) | 904,887 |
| Value realized on vesting ($) | 8,964,565 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 471,446 (362,743 held + 108,703 RSUs vesting within 60 days of 3/30/2025; <1% of outstanding) |
| Unvested RSUs as of 12/29/2024 (#) | 1,233,334 (1/18/2023 grant) |
| Unvested RSUs as of 12/29/2024 (#) | 227,378 (4/8/2024 monthly vest grant) |
| Unvested RSUs as of 12/29/2024 (#) | 361,129 (4/8/2024 quarterly vest grant) |
| Outstanding PRSUs (earned but delayed release) (#) | 95,551 (2023 PRSUs earned; release in Mar 2026/Mar 2027) |
| Outstanding PRSUs (2025 performance eligibility) (#) | 206,360 (subject to 2025 goals; vest Q2’26/’27/’28) |
| Options | None disclosed for CEO |
| Pledging/Hedging | Company policy prohibits hedging and pledging, with waivers only via Board/Audit Committee; no pledging waiver disclosed for CEO |
Director compensation: CEO receives no additional compensation for Board service .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | January 2023; initial base salary $545,000; initial grant 2,000,000 RSUs (5-year vest); target annual bonus up to 100% of base; future equity at Board discretion |
| Severance (non-CoC) | 12 months base salary; Company-paid healthcare up to 12 months; prorated target bonus; accelerated vesting of equity equal to 24 months of service |
| Severance (CoC double-trigger) | If qualifying termination 3 months before to 12 months after CoC: 100% acceleration of unvested equity (after 24-month acceleration above), plus the non-CoC cash/benefits |
| Estimated severance values (as of 12/29/2024) | Non-CoC total $14,754,515 (incl. $13,549,807 accelerated equity); CoC total $24,082,815 (incl. $22,878,107 accelerated equity) |
| Clawback | Incentive Compensation Recoupment Policy compliant with SEC/Nasdaq (Section 10D; Nasdaq 5608) |
| Tax gross-ups | None in FY2024 |
| Deferred comp/pension | None |
Compensation Framework, Peer Group, and Say-on-Pay
- Compensation philosophy: majority at-risk; AIP based on >130 corporate/individual CSFs; LTIP split evenly between PRSUs and RSUs; no new stock options in 2024 .
- Peer group and targets: cash below 50th percentile; equity at 50th percentile; peer group includes Ambarella, QuantumScape, Navitas, Power Integrations, Semtech, Credo, IonQ, indie Semiconductor, SES AI, Rambus, Shoals, SiTime, MaxLinear, Power Integrations, Wolfspeed, Arcadium Lithium, etc. .
- Say-on-Pay: ~79% support in 2024; CEO equity reduced in 2024 and 2025 in response .
Performance & Track Record
Selected 2024 operational highlights relevant to incentive metrics:
- Manufacturing: Fab2 (Penang) HVM/Agility lines completed Site Acceptance Testing; OEM factory audits initiated .
- Products: EX-1M safety testing success; EX-2M sampled to smartphone customers; EX-3M development begun .
- Commercial: Expanded engagements to 7 of top 8 smartphone OEMs; aiming 2025 smartphone battery launches pending qualifications .
- Capitalization: 2024 restructuring and OpEx discipline to enable future HVM funding optionality .
Company outcomes used in pay-versus-performance:
| Metric ($ in thousands) | FY 2023 | FY 2024 |
|---|---|---|
| Revenue | 7,644 | 23,074 |
| Net Loss | (214,132) | (222,534) |
| TSR value of fixed $100 | 61 | 55 |
| Peer group TSR | 74 | 88 |
Related Party Transactions
- A family member (Suraj Talluri) employed in sales since January 2024; target total compensation $192,000; eligibility for equity consistent with comparable roles; reviewed for market alignment .
Risk Indicators & Red Flags
- PRSU non-attainment in 2024 (0% payout) underscores ambitious targets and execution risk .
- Hedging/pledging prohibited; one pledging waiver disclosed for Chairman Rodgers, none for CEO .
- No tax gross-ups; clawback policy in place .
- Family employment relationship requires continued governance oversight to mitigate perceived conflicts .
Compensation Committee Oversight
- Compensation Committee members: Reichow (Chair), Atkins, Malchow; independent; process includes independent consultant (Compensia), quarterly meetings, executive sessions, and CEO excluded from decisions about his own pay .
Investment Implications
- Pay-for-performance tilt is genuine: CEO compensation heavily equity-based with significant PRSU contingencies; 2024 PRSUs paid 0% on performance, and 2023 PRSUs earned only 32.68% on 2024 goals (product revenue 65.4%; units sold miss), aligning realized pay with outcomes .
- Vesting cadence suggests potential insider supply overhang: 16 quarterly and 36 monthly RSU schedules plus delayed PRSU releases in 2026–2027; CEO vested 904,887 shares in 2024 with $8.96m value, indicating recurring windows for share settlement .
- Alignment and retention: CEO ownership is <1% with large unvested RSUs/PRSUs (multi-year vest), and severance economics include sizable double-trigger CoC accelerations; retention is supported, but CoC payouts could be material in change-of-control scenarios .
- Governance: Separated Chair/CEO reduces dual-role concerns; CEO not on Board committees; insider policies ban hedging/pledging (no CEO exception), mitigating misalignment risks; say-on-pay support at ~79% and equity award reductions reflect responsiveness to investor feedback .
- Execution risk remains: 2024 PRSU non-attainment and CST outcomes reflect manufacturing and commercialization milestones still in progress; 2025 PRSU tranche hinges on manufacturing and product revenue, making upcoming performance pivotal to realized pay and equity unlocks .