Kevin Brewer
FORMFACTORAbout Kevin Brewer
Kevin Brewer, age 67, has served as an independent director of FormFactor, Inc. since March 2024. He is a former Chief Financial Officer and Executive Vice President of Global Operations at Axcelis Technologies (2013–Oct 2023), with earlier senior roles at Axcelis (since 1999) and prior senior management positions at Raytheon Company. He holds an MBA from Southern New Hampshire University and a BS in Mechanical Engineering Technology from the University of Massachusetts Dartmouth. The Board determined he meets Nasdaq’s financial sophistication requirements; his top skills in the Board’s annual assessment are Financial & Risk Management, Manufacturing Operations, and Related Industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axcelis Technologies, Inc. | Chief Financial Officer; Executive Vice President, Global Operations | Jul 2013 – Oct 2023 | Senior executive over finance and operations at semiconductor capital equipment provider |
| Axcelis Technologies, Inc. | Executive Vice President, Global Operations; Senior Vice President, Manufacturing Operations | 1999 – 2013 | Led manufacturing and operations (design/build of complex products) |
| Raytheon Company | Senior management positions | prior to 1999 | Aerospace/defense management roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed in the proxy biography . |
Board Governance
- Director since March 2024; currently an independent director .
- Committees: Audit Committee member; Governance & Nominating Committee member .
- Chair roles: None (Audit Chair is Brian White; Governance & Nominating Chair is Jorge Titinger) .
- Attendance: Board held 5 meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings . Audit Committee met 4 times; Governance & Nominating met 4 times .
- Stock ownership guidelines for directors: greater of 5,000 shares or value equal to 3x annual cash retainer; five years to meet; as of Apr 2, 2025, all non‑employee directors and executive officers were in compliance .
- Anti-hedging/pledging policy: strict prohibition on pledging or hedging company stock .
Fixed Compensation
| Compensation Element | FY2024 Amount/Policy | Notes |
|---|---|---|
| Director Annual Cash Retainer | $52,500 | Standard annual retainer for non-executive directors |
| Committee Chair Retainers | $22,000 (Audit Chair); $15,000 (Comp Chair); $10,000 (other chairs) | Chair stipends |
| Committee Member Retainers | $11,000 (Audit member); $7,500 (Comp member); $5,000 (other committees) | Member stipends |
| Kevin Brewer – Fees Earned (Cash) | $36,508 | FY2024 director cash fees earned |
| Kevin Brewer – Stock Awards (Grant-date fair value) | $244,117 | Aggregate FY2024 RSU grant-date fair value |
| Kevin Brewer – Total | $280,625 | FY2024 total director compensation |
Performance Compensation
- Director equity policy: Annual RSU grant sized at ~$190,000 post annual meeting, vesting monthly over one year; vested portions settle in shares at the earlier of one-year anniversary or departure. New directors receive pro‑rated RSU grants on the same vesting/settlement schedule .
- FY2024 RSU sizing for continuing directors: 3,828 RSUs granted on May 17, 2024; 20‑day average price $49.63; grant-date price $55.71 .
- Kevin Brewer pro-rated new director grant: 749 RSUs on March 19, 2024; 20‑day average price $42.99; grant-date price $41.20 .
| Grant | Type | RSUs (#) | Sizing Price | Vesting | Settlement | Fair Value |
|---|---|---|---|---|---|---|
| Mar 19, 2024 (new director grant) | RSU (pro-rated) | 749 | $42.99 20-day avg; $41.20 grant-date | Monthly to Anniversary Date | Earlier of Anniversary or departure | Included in $244,117 total FY2024 stock awards |
| May 17, 2024 (continuing director grant) | RSU (annual) | 3,828 | $49.63 20-day avg; $55.71 grant-date | Monthly over one year | Earlier of one-year anniversary or departure | Included in $244,117 total FY2024 stock awards |
Performance metrics: Director compensation is time-based RSUs; no performance-conditioned (TSR/financial) equity or cash metrics apply to non-executive directors .
Other Directorships & Interlocks
- None disclosed for Kevin Brewer in the proxy. Notably, another FormFactor director, Thomas St. Dennis, serves on Axcelis’s board, and Brewer previously served as Axcelis CFO, indicating network familiarity but no current dual directorship for Brewer at Axcelis .
Expertise & Qualifications
- Financial sophistication per Nasdaq listing standards; Audit Committee financial expert designation alongside Brian White .
- Top Board skills: Financial & Risk Management; Manufacturing Operations; Related Industry .
Equity Ownership
| Holder | Composition | Amount | % of Shares Outstanding |
|---|---|---|---|
| Kevin Brewer | Common shares held directly | 749 | 0.0010% (computed from 749 / 77,075,636; outstanding shares base cited) |
| Stock units convertible to common stock | 3,509 (319 vest within 60 days of 3/17/2025) | 0.0046% (computed from 3,509 / 77,075,636; outstanding shares base cited) | |
| Total beneficial ownership | 4,258 | 0.0055% (computed; 4,258 / 77,075,636) |
- RSUs outstanding per director equity summary: 3,828 RSUs for each non-employee director as of 12/28/2024 (Brewer included) .
- Anti-pledging/hedging: Company policy prohibits pledging/hedging; no pledging disclosed for Brewer .
Governance Assessment
- Independence and committee positioning: Brewer strengthens financial oversight as an Audit Committee member and contributes to governance practices on the Governance & Nominating Committee; Board confirms independence, committee independence, and financial sophistication .
- Engagement and attendance: Board and committees met regularly in FY2024; all directors met at least 75% attendance thresholds—supporting engagement and effectiveness .
- Compensation mix: Balanced director pay with modest cash fees and predominantly equity via time-vested RSUs; no performance-linked director pay, reducing misalignment or short-termism risk .
- Ownership alignment: Beneficial ownership indicates “skin-in-the-game,” with compliance to stock ownership guidelines affirmed by the Board; policy allows five years for new directors to meet thresholds .
- Say-on-pay signal: Shareholders supported executive compensation with over 97% approval in 2024, signaling confidence in compensation governance (contextual governance indicator) .
- Conflicts/related-party: Governance & Nominating Committee oversees related-party transactions; Company reports no related person transactions since the beginning of FY2024 beyond standard compensation—no conflicts flagged for Brewer .
Red Flags
- None disclosed: No related-party transactions, hedging/pledging, or attendance shortfalls reported for Brewer. Note: Prior executive role at Axcelis and the presence of another FormFactor director on Axcelis’s board (St. Dennis) represents a network link but not a disclosed conflict or interlock for Brewer himself .
Shareholder/Policy Context
- Anti-hedging/pledging and clawback policies are in place; clawback policy updated per SEC/Nasdaq rules (company-wide governance strength) .