Kelley Steven-Waiss
FORMFACTORAbout Kelley Steven-Waiss
Kelley Steven-Waiss, age 55, has served on FormFactor’s Board since August 2015. She is currently Chief Transformation Officer at ServiceNow and previously founded and led Hitch Works (acquired by ServiceNow), with earlier executive HR leadership at HERE Technologies, Extreme Networks, Integrated Device Technology, and PMC‑Sierra. She holds an MSOD in human resources and organization development (University of San Francisco) and a B.A. in journalism (University of Arizona), and is identified by FormFactor’s Board skills assessment for Human Capital Management, Sales & Marketing, and M&A expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ServiceNow | Chief Transformation Officer | Current | Executive leadership; digital workflow transformation |
| ServiceNow | Head of Workforce Innovation Products | Jun 2022 – Mar 2023 | Post‑acquisition integration of Hitch Works |
| Hitch Works, Inc. | Founder, CEO; Executive Chairman | Jul 2020 – Jun 2022 | Built SaaS talent mobility platform; led to acquisition by ServiceNow |
| HERE Technologies Global B.V. | EVP, Chief Innovation Officer | Feb 2020 – Jul 2020 | Innovation leadership at location intelligence firm |
| HERE Technologies Global B.V. | EVP, Chief Human Resources Officer | Apr 2016 – Feb 2020 | Global HR leadership |
| Extreme Networks, Inc. | EVP & Chief Human Resources Officer | Mar 2014 – Mar 2016 | HR leadership at networking company |
| Integrated Device Technology, Inc. | VP, Worldwide Human Resources | 2009 – 2012 | Semiconductor HR leadership |
| PMC‑Sierra, Inc. | VP, Worldwide Human Resources | Prior to 2009 | Fabless semiconductor HR leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silicon Valley Education Foundation | Advisory Board Chair | Current | Education-focused nonprofit leadership |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Governance & Nominating Committee; not on Audit Committee .
- Independence: Board determined all directors except the CEO are independent under SEC and Nasdaq rules; compensation and governance committees are fully independent .
- Board/committee activity: Board met 5 times in FY2024; each director attended at least 75% of Board and committee meetings. Compensation, Governance & Nominating, and Audit Committees each met 4 times in FY2024 .
- Governance practices: Independent Chairperson; stock ownership guidelines; strict prohibition on pledging/hedging; clawback policy for incentive compensation; majority voting/resignation policy; oversight of ESG, cybersecurity, and human capital management .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Director annual cash retainer | $52,500 | FY2024 policy |
| Compensation Committee Chair fee | $15,000 | FY2024 policy |
| Governance & Nominating Committee member fee | $5,000 | FY2024 policy |
| Fees earned or paid in cash (FY2024) | $72,500 | Reported for Steven‑Waiss |
Additional policy elements for reference: Board Chair $50,000; Audit Chair $22,000; other chairs $10,000; Audit member $11,000; Compensation member $7,500; other committee members $5,000 . Directors can elect to receive equity in lieu of retainer, but none did for 2024 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Settlement | Valuation Inputs |
|---|---|---|---|---|---|---|
| RSU (annual director grant) | May 17, 2024 | 3,828 RSUs | $213,258 | Vests monthly over 1 year | Vested portion settles in shares at earlier of 1-year anniversary or Board departure | 20-day Avg Price $49.63; stock price at grant $55.71 |
- FY2024 equity policy targeted approximately $190,000 RSU value for continuing directors; effective upon re‑election at the 2025 Annual Meeting, current non‑employee directors will receive ~$190,000 RSUs with the same vesting/settlement structure .
- No stock options or PSUs are reported for non‑employee directors; equity is time‑based RSUs under the company’s equity plan .
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No named executive officer served on a board/compensation committee of an entity whose executive officer served on FormFactor’s Board or Compensation Committee during FY2024 .
- Director independence and related party transactions are overseen by the Governance & Nominating Committee .
Expertise & Qualifications
- Board skills assessment: Human Capital Management (expert), Sales & Marketing, Mergers & Acquisitions .
- Education: MSOD (University of San Francisco), B.A. Journalism (University of Arizona) .
- Technology and HR leadership across software, networking, and semiconductors; complex global organizations and human capital management experience .
Equity Ownership
| Holder | Beneficially Owned Shares | Ownership % of Outstanding | RSUs Outstanding | Stock Options Outstanding |
|---|---|---|---|---|
| Kelley Steven‑Waiss | 32,232 | * less than 1% (77,075,636 shares outstanding as of Mar 17, 2025) | 3,828 | — |
- Stock ownership guidelines: Non‑employee directors must hold at least the greater of 5,000 shares or shares equal in value to 3x the annual cash retainer; all non‑employee directors and executive officers were in compliance as of April 2, 2025 .
- Strict prohibition on pledging or hedging FormFactor shares, enhancing alignment and reducing risk .
Governance Assessment
- Strengths: Independent director since 2015; chairs Compensation Committee with clear oversight of executive/director pay and human capital risk; strong attendance across Board/committee activities; complies with stock ownership guidelines; equity grants structured as time‑based RSUs, promoting ongoing alignment; company maintains robust governance controls (clawback, anti‑pledging/hedging, majority voting, independent Chair) .
- Potential conflicts/monitoring: Steven‑Waiss holds a senior executive role at ServiceNow; while the Board affirms independence and Governance & Nominating oversees related‑party transactions, investors should monitor any commercial relationships between FormFactor and entities where she has executive responsibilities. No related‑party transactions or compensation committee interlocks were disclosed in FY2024 excerpts reviewed .
- Compensation alignment: FY2024 director pay comprised $72,500 cash and $213,258 fair‑value RSUs, consistent with targeting approximately median peer group levels; no options or performance share units for directors; equity awards vest monthly over one year with deferred settlement, a structure that supports retention and sustained alignment .
RED FLAGS: None identified in the proxy excerpts reviewed. Policies prohibit pledging/hedging; Board confirms independence; no compensation committee interlocks; all directors met attendance thresholds .