Jorge Titinger
FORMFACTORAbout Jorge Titinger
Independent director at FormFactor, Inc. since June 2021; age 64. He holds an M.S. in Engineering Management and Business, and M.S. and B.S. in Electrical Engineering, all from Stanford University . Core credentials span >30 years in high-tech with CEO roles at Silicon Graphics and Verigy, senior positions at FormFactor, KLA-Tencor, and Applied Materials; identified board skills: Manufacturing Operations, Sales & Marketing, and Related Industry . He is independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silicon Graphics, Inc. | President, CEO, Director | Feb 2012 – Nov 2016 | Led corporate transformation |
| Verigy Ltd. | President, CEO, Director | 2011 | CEO leadership through transition |
| FormFactor, KLA-Tencor, Applied Materials | Senior executive positions | 2008 – 2011 (Verigy period noted); prior roles not dated | Semiconductor equipment leadership |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| Ichor Systems, Inc. | Director | Since Jun 2022 | Semicon capital equipment |
| CalAmp Corp. | Director | Since Jun 2015 | Connectivity/telematics |
| Axcelis Technologies, Inc. | Director | Since Aug 2019 | Semicon equipment; interlock with FORM Chair Thomas St. Dennis (also Axcelis director) |
| Xcerra Corporation/Cohu, Inc. | Director | Xcerra Oct 2012–2018; Cohu through May 2021 | Post-acquisition board service |
| Hercules Capital, Inc. | Director | Oct 2017 – Jun 2020 | Specialty finance |
Board Governance
- Committees: Chair, Governance & Nominating; Member, Compensation .
- Independence: Board determined Titinger and six others are independent; CEO not independent .
- Attendance: Board met five times; each director attended ≥75% of Board and applicable committee meetings in FY2024 . Committee activity: Audit (4), Compensation (4), Governance & Nominating (4) meetings in FY2024 .
- Responsibilities: Governance & Nominating oversees board composition, ESG/cybersecurity, director independence, related party transactions; Compensation oversees officer pay, plans, and consultant oversight .
- Governance safeguards: Independent Chair, majority independent board, stock ownership guidelines, clawback, anti-hedging/pledging, majority voting/resignation policy, no poison pill .
Fixed Compensation
| FY2024 Director Cash Schedule | Amount |
|---|---|
| Annual Director Retainer | $52,500 |
| Board Chair Retainer | $50,000 |
| Audit Chair Retainer | $22,000 |
| Compensation Chair Retainer | $15,000 |
| Other Committee Chair Retainer (e.g., Governance) | $10,000 |
| Audit Committee Member Retainer | $11,000 |
| Compensation Committee Member Retainer | $7,500 |
| Other Committee Member Retainer | $5,000 |
| Jorge Titinger – FY2024 Actual | Amount |
|---|---|
| Fees Earned/Paid in Cash | $63,599 |
| Stock Awards (grant-date fair value) | $213,258 |
| Total | $276,857 |
Notes:
- Equity for continuing directors: ~$190,000 RSU grant following 2024 annual meeting; vests monthly over 1 year; settles at earlier of 1-year anniversary or director departure .
- 2024 RSU count for non-employee directors: 3,828 units granted May 17, 2024 (20-day average price $49.63; grant-date price $55.71) .
Performance Compensation
| Equity Award Type | Grant Date | Units/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (Director annual grant) | May 17, 2024 | 3,828 RSUs (typical for non-employee directors); Jorge’s stock award fair value $213,258 | Monthly vesting over one year; settles at earlier of one-year anniversary or departure | None disclosed for director awards; director equity is time-based RSUs (no PSUs) |
No performance-based (TSR/financial) metrics apply to director compensation; performance-based RSUs are used for executives, not directors .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Consideration |
|---|---|
| Axcelis Technologies, Inc. | Interlock: FORM Chair Thomas St. Dennis also serves on Axcelis board; monitor information flow; no related-party transactions disclosed at FORM |
| Ichor Systems, CalAmp, Hercules Capital (prior), Cohu (prior) | No FORM-related transactions disclosed; Governance & Nominating Committee reviews related-party matters |
Expertise & Qualifications
- Education: Stanford M.S. Engineering Management & Business; M.S./B.S. Electrical Engineering .
- Board skills matrix: Manufacturing Operations (expert), Sales & Marketing, Related Industry .
- Published author on inclusion/diversity: “Differences That Make A Difference” .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Composition Details |
|---|---|---|---|
| Jorge Titinger | 12,651 | <1% | 9,142 shares held directly; 3,509 units convertible to common; 319 of those units vest within 60 days of Mar 17, 2025 |
| Ownership Alignment Policies | Status |
|---|---|
| Director Stock Ownership Guidelines | Minimum: greater of 5,000 shares or value = 3x annual cash retainer; compliance required within 5 years |
| Compliance as of Apr 2, 2025 | All non-employee directors (including Jorge) in compliance |
| Hedging/Pledging | Strict prohibition on hedging/pledging for directors/officers |
Governance Assessment
- Committee leadership and independence: As Governance & Nominating Chair and Compensation member, Titinger is positioned to influence board refreshment, ESG/cyber risk oversight, director independence, and pay governance; the board affirms committee independence and use of an independent compensation consultant (Aon) .
- Engagement and attendance: Board/committee cadence (5/4/4 meetings) and ≥75% attendance threshold met by all directors in 2024; signals baseline engagement .
- Pay structure and alignment: Director compensation uses market-median cash fees and significant equity via time-based RSUs; stock ownership guidelines and anti-hedging/pledging enhance alignment .
- Other boards/interlocks: Axcelis interlock with FORM Chair could create information advantages; no related-party transactions reported for 2024–2025, mitigating conflict risk .
- Shareholder sentiment signal: 2024 say-on-pay approval >97% indicates strong investor support for compensation governance framework; not director-specific but reflects pay governance credibility .
RED FLAGS to monitor
- Board interlock: Dual Axcelis board service (Titinger, St. Dennis) — monitor for any competitive or supplier/customer overlaps; FORM discloses no related party transactions .
- Filing timeliness: Company disclosed minor delays in Aug 2024 Forms 4 for CEO/CFO; no director filing issues noted .