Brian White
FORMFACTORAbout Brian White
Independent director (age 60), serving since September 2022; Audit Committee Chair and Governance & Nominating Committee member. Designated Audit Committee Financial Expert; MBA (University of Notre Dame), BA (Seattle University); licensed CPA and CFP. Brings 30+ years in semiconductor/high tech finance across Ambarella, Maxim Integrated, IDT, Nvidia, Hitachi GST, IBM, and Deloitte .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ambarella, Inc. | Chief Financial Officer | Mar 2022 – Feb 2024 | Finance leadership at AI vision SoC company |
| Maxim Integrated | Chief Financial Officer | Aug 2019 – Aug 2021 | Public company CFO in analog/mixed-signal semis |
| Integrated Device Technology (IDT) | Chief Financial Officer; VP Finance & Treasurer | CFO: Sep 2013 – Mar 2019; VP/Treasurer: 2007–2013 | Led finance and treasury; semiconductor operations |
| Nvidia; Hitachi GST; IBM; Deloitte | Various financial/operational roles | Prior years | Broad financial reporting and operational experience |
External Roles
| Company | Role | Public Company Board? | Notes |
|---|---|---|---|
| None disclosed | — | No | Proxy does not list any current public company directorships for Mr. White |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Mr. White is independent under SEC and Nasdaq rules; also independent for audit/comp committee service |
| Committee Assignments | Audit Committee (Chair); Governance & Nominating Committee (Member); not on Compensation Committee |
| Audit Committee Financial Expert | Yes (SEC definition); financially sophisticated under Nasdaq rules |
| Meetings & Attendance | Board met 5 times in FY2024; each director attended at least 75% of Board and committee meetings on which they served |
| Committee Activity (FY2024) | Audit: met 4 times; Governance & Nominating: met 4 times; Compensation: met 4 times |
| Board Structure | Independent Chair separate from CEO; majority independent (7 of 8); majority voting with resignation policy; no poison pill |
| Stock Ownership Guidelines | Non-employee directors: ≥5,000 shares or ≥3x annual cash retainer; all non-employee directors in compliance as of Apr 2, 2025 |
| Hedging/Pledging Policy | Strict prohibition on hedging/pledging company stock; insider trading policy filed with 2024 10-K |
Fixed Compensation
| Component | Policy/Amount | Brian White – FY2024 Cash Earned |
|---|---|---|
| Director Annual Retainer | $52,500 | $52,500 |
| Audit Committee Chair Fee | $22,000 | $22,000 |
| Governance & Nominating Committee Member Fee | $5,000 | $5,000 |
| Total Cash Fees | — | $79,500 |
Performance Compensation
| Element | Grant Details | Vesting | FY2024 Value |
|---|---|---|---|
| Annual Director RSU Grant | 3,828 RSUs granted May 17, 2024; 20-day Avg Price $49.63; stock price at grant $55.71 | Monthly over one year; vested portion settles at 1-year anniversary or upon Board departure | $213,258 grant-date fair value |
| Director Equity Policy | Continuing directors receive ~$190,000 RSU value post-ASM; new directors pro-rated to anniversary date | Monthly over grant year; settlement timing as above | — |
No performance-based equity metrics are used for director compensation; director RSUs are time-based and intended to align with shareholders through ownership and retention .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee Interlocks | None; no FormFactor NEOs served on boards/comp committees of other companies with reciprocal executive service |
| Related-Party Transactions | None for FY2024 to present requiring disclosure, other than standard director/executive compensation |
Expertise & Qualifications
- Financial and Risk Management (expert), Human Capital Management, Mergers & Acquisitions; designated Audit Committee Financial Expert .
- Deep semiconductor/high-tech finance background across multiple public companies; strong SEC reporting and internal controls oversight experience .
Equity Ownership
| Holder | Shares Held Directly | RSUs/Units Convertible | Vested within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Brian White | 8,000 | 3,509 | 319 | 11,509 | <1% (asterisk in proxy table) |
- All non-employee directors are in compliance with ownership guidelines as of April 2, 2025 .
- Company prohibits hedging and pledging of company stock by directors and officers .
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” status; robust governance (independent Chair, majority voting, ownership guidelines, clawback, anti-hedging/pledging) supports investor alignment and control environment .
- Engagement: Board and committees active (five Board meetings; four meetings per committee); directors met attendance thresholds; stockholder say-on-pay support >97% in 2024 indicates broad investor confidence in compensation governance .
- Conflicts/Red Flags: No related-party transactions disclosed; no Section 16 filing issues for directors (minor delay noted only for CEO/CFO in Aug 2024); strict anti-pledging policy reduces alignment risk .
- Compensation Mix: Director pay balanced with modest cash retainer and time-based RSUs; no performance-linked director equity, reducing short-term risk incentives while maintaining ownership alignment .