Sheri Rhodes
FORMFACTORAbout Sheri Rhodes
Sheri Rhodes (age 56) is an independent director of FormFactor, Inc., serving on the Board since December 2019. She is Chief Customer Officer at Workday (since Feb 2022) and previously served as Workday CIO (2019–2022); earlier roles include CTO of Western Union (2017–2019) and CIO of Electronics for Imaging (2015–2017). She holds an MBA and a B.S. in Business Administration from San Diego State University, and the Board has determined she meets Nasdaq’s financial sophistication requirements with top Board skills in Information Technology & Cybersecurity, Engineering & Product Development, and M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | Chief Customer Officer | Feb 2022 – Present | Executive leadership in enterprise cloud applications; customer outcomes focus |
| Workday, Inc. | Chief Information Officer | Apr 2019 – Feb 2022 | Led enterprise IT and transformation |
| Western Union Company | Chief Technology Officer | May 2017 – Apr 2019 | Technology leadership at global financial services firm |
| Electronics for Imaging (EFI) | Chief Information Officer | Dec 2015 – May 2017 | Enterprise IT leadership |
| Symantec; Visa; Washington Mutual; KPMG | Various leadership roles | Not disclosed | Broad enterprise technology and governance experience |
External Roles
- No other public company directorships disclosed in the proxy for Ms. Rhodes .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (Board determined Rhodes is independent under SEC/Nasdaq rules) |
| Committee assignments | Audit Committee member |
| Committee chair roles | None disclosed |
| Board attendance | In 2024, each director attended at least 75% of Board and applicable committee meetings |
| Meetings held (2024) | Board: 5 meetings; Audit Committee: 4 meetings |
| Tenure on Board | Director since December 2019 |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 63,500 | 213,258 | 276,758 |
Compensation structure for non-executive directors (2024):
- Cash retainers: Board annual $52,500; committee chair fees ($22,000 Audit; $15,000 Compensation; $10,000 others); committee member retainers ($11,000 Audit; $7,500 Compensation; $5,000 others) .
- Equity: Annual RSU grant of approximately $190,000 to continuing directors, vests monthly over one year (settles at 1-year anniversary or upon Board departure); pro-rated RSU for newly appointed directors .
Performance Compensation (Director Equity Mechanics)
| Element | Detail |
|---|---|
| Annual RSU value (continuing directors, 2024) | ~$190,000; 20-trading-day average price methodology |
| Grant sizing reference (May 17, 2024) | 3,828 RSUs per non-executive director; 20-day average price $49.63; grant-date price $55.71 |
| Vesting | Monthly over one year; settlement at 1-year or upon Board departure |
Note: Director equity is time-based RSUs; no performance metrics apply to director equity awards (performance metrics apply to executives, not to non-employee directors) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Ms. Rhodes in the proxy .
- Related-party or interlocking relationships: Governance & Nominating Committee oversees director independence and related-party transactions; none requiring disclosure from the start of FY2024 to proxy date .
Expertise & Qualifications
- Board skills: Information Technology & Cybersecurity (expert), Engineering & Product Development, Mergers & Acquisitions .
- Financial sophistication: Board determined Ms. Rhodes meets Nasdaq financial sophistication requirements .
- Education: MBA and B.S. in Business Administration, San Diego State University .
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Shares held directly | 7,634 | As of record date Mar 17, 2025 |
| RSUs/Units convertible | 3,509 | 319 units vest within 60 days of record date |
| Total beneficial ownership | 11,143 | Less than 1% of outstanding shares |
| Outstanding director RSUs (12/28/2024) | 3,828 | For each non-employee director at year-end |
Ownership alignment and safeguards:
- Director stock ownership guidelines: greater of 5,000 shares or shares equal in value to 3x annual cash retainer; all non-employee directors in compliance as of Apr 2, 2025 .
- Strict prohibitions on hedging and pledging of company stock .
- Clawback policy applies to incentive compensation (executive-focused), aligned with SEC/Nasdaq rules .
Governance Assessment
- Strengths and signals supporting investor confidence:
- Independent Audit Committee member with IT/cybersecurity depth—a relevant skill set for financial reporting and controls oversight in a semiconductor equipment company .
- Documented independence, no related-party transactions disclosed, and strict anti-hedging/pledging policy reduce conflict risk .
- Ownership alignment via equity-driven director pay and stock ownership guidelines; directors reported in compliance .
- Engagement/attendance: directors attended at least 75% of meetings in 2024; Board and Audit Committee maintained regular cadence (5 and 4 meetings, respectively) .
- Broader shareholder alignment: Say-on-Pay received over 97% support at the 2024 annual meeting, signaling positive investor sentiment toward compensation governance (executive-focused but a Board accountability signal) .
- Watch items:
- As a full-time Workday executive, time commitments should continue to be monitored; FormFactor’s Corporate Governance Guidelines include limits on the number of other public company boards directors may serve on to mitigate overboarding risk . No additional public boards are disclosed for Ms. Rhodes in the proxy .