Alan Chan

About Alan Chan

Alan Chan serves as Senior Vice President, Chief Legal Officer and Corporate Secretary of FormFactor, Inc., and is the signatory for numerous SEC filings and corporate governance materials . The latest proxy does not disclose his age, education, or a detailed biography. Company performance in 2024 included revenue of $764 million (+15.2% YoY) and a 2024 total shareholder return (TSR) of 10.1% . The company’s adjusted operating income rose sharply in 2024, and the compensation framework emphasizes pay-for-performance with relative TSR-based equity for named executives .

Past Roles

(Company filings do not provide Alan Chan’s prior roles beyond current title) .

External Roles

(No external directorships or board roles for Alan Chan are disclosed in the latest filings) .

Fixed Compensation

• FormFactor’s named executive officers (NEOs) in 2024–2025 are the CEO and CFO; compensation detail is provided for them but not for Alan Chan, who is not an NEO in these filings .
• The compensation framework uses base salary, short-term cash incentives (aligned to adjusted operating income), and long-term equity incentives (time-based RSUs and performance-based RSUs linked to relative TSR) .

Performance Compensation

• 2024 cash incentive plan key metric: adjusted operating income (non-GAAP), measured quarterly; minimum 40% achievement for any payout, 200% cap .
• 2025 plan introduces 70% Financial Performance (quarterly, adjusted operating income) and 30% Corporate Goals (annual, factored by Financial component) .
• Long-term equity for executives: 50% time-based RSUs (quarterly vest over 3 years), 50% performance-based RSUs earned on relative TSR vs S&P Semiconductors Select Industry Index over 3 years (0–200% payout; linear interpolation) .

(Alan Chan’s individual awards, weightings, and payouts are not disclosed; table reflects the company’s executive plan design and results) .

Equity Ownership & Alignment

• Stock ownership guidelines apply to executive officers: CEO ≥ greater of 10,000 shares or 3x base salary; other executive officers ≥ greater of 10,000 shares or 2x base salary; compliance period 5 years; vested, unreleased RSUs count .
• As of April 2, 2025 and April 1, 2024, all executive officers were in compliance with these guidelines .
• Strict prohibition on hedging and pledging company stock for directors and officers (including purchasing options, exchange funds, equity swaps, collars, forward sale contracts; pledging in margin accounts), per insider trading policy and governance highlights .

(Individual beneficial ownership for Alan Chan is not broken out in the proxy; executives are covered by policy-level alignment) .

Employment Terms

• Severance Plan for U.S. Executives (adopted Aug 2, 2024) provides: (i) outside change-of-control (CoC): 12 months base salary plus target annual bonus paid over 12 months; up to 12 months COBRA; (ii) within 12 months after or 90 days before CoC: lump sum 12 months base salary plus greater of target bonus or average of prior two years’ actual bonus; 12 months COBRA; full acceleration of equity awards (or substituted awards); double-trigger required .
• CEO has a separate severance agreement with similar constructs and specific 12-month equity vesting acceleration outside CoC, and double-trigger CoC terms updated Nov 15, 2024 to align definitions .
• Clawback policy (Oct 2, 2023) mandates recovery of incentive compensation for three years preceding a required accounting restatement due to material noncompliance .
• Anti-hedging/pledging policy detailed in insider trading and governance policies .

(Note: The plan lists participants generally and does not specifically name Alan Chan; applicability to him is not disclosed. Terms above reflect the Company’s executive severance framework) .

Performance & Track Record

(Company-level data contextualizes management’s environment during Alan Chan’s tenure; TSR 2024 stated; 2023 TSR not disclosed directly in proxy narrative, though broader pay-versus-performance TSR data is provided) .

Say-on-Pay & Shareholder Feedback

• 2024 Say-on-Pay approval: over 97% support .
• 2023 Say-on-Pay approval: greater than 98% support .
• 2024 annual meeting vote results disclosed in 8-K (directors elected; management proposals approved) .

Compensation Structure Analysis

• Shift in 2024: Compensation Committee rebalanced pay mix for CEO/CFO (e.g., increased base salary, reduced target bonus for CEO; increased total target cash for CFO), keeping total direct compensation aligned with market while emphasizing variable pay (90% CEO, 80% CFO at-risk) .
• Continued emphasis on performance-based RSUs tied to relative TSR; 2021 grants paid at 146% of target based on TSR percentile rank; 2020 cycle earned 0% reflecting under-threshold performance—evidencing the plan’s symmetry with outcomes .
• 2025 adds a corporate goals component (30%) to senior leaders’ bonuses to broaden value-creation alignment .
• Policies prohibit repricing options/SARs without shareholder approval and ban hedging/pledging, reducing red-flag risks .

Investment Implications

• Alignment: Executive ownership guidelines and strict anti-hedging/pledging policies reduce misalignment/pledging risk, while clawback provisions mitigate restatement-related compensation risk .
• Retention and CoC: Double-trigger severance design and equity acceleration terms balance retention during strategic events with shareholder protections; absence of excise tax gross-ups is shareholder-friendly .
• Performance linkage: Cash incentives tied to adjusted operating income and equity tied to relative TSR have delivered symmetrical outcomes (e.g., sub-target payouts in 2023; above-target in 2024), supporting pay-for-performance credibility .
• Disclosure gap: Alan Chan’s specific compensation, award schedules, and beneficial ownership are not disclosed as he is not an NEO; this limits precision in assessing his personal pay-for-performance alignment. Investors should monitor future Item 5.02 8-Ks or proxy updates for any changes in executive officer status or compensation disclosure .