Thomas St. Dennis
FORMFACTORAbout Thomas St. Dennis
Thomas St. Dennis, 71, is an independent director and the Chairperson of FormFactor’s Board (independent Chair acts as the lead independent director). He has served on the Board since September 2010, was CEO from September 2010 to December 2014, Executive Chair from October 2013 to February 2016, and Chairperson since February 2016. He holds an M.S. and B.S. in Physics from UCLA and brings deep semiconductor leadership and public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FormFactor, Inc. | Director | Since Sep 2010 | Independent; Chair since Feb 2016 |
| FormFactor, Inc. | Chief Executive Officer | Sep 2010 – Dec 2014 | Led company; prior Executive Chair Oct 2013 – Feb 2016 |
| FormFactor, Inc. | Executive Chairperson | Oct 2013 – Feb 2016 | Oversight of strategy and leadership transition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axcelis Technologies, Inc. | Director | Since May 2015 | Semiconductor equipment board service |
| Veeco Instruments Inc. | Director | Since May 2016 | Compensation Committee since May 2016; Audit Committee since May 2023 |
| Mattson Technology, Inc. | Director | Sep 2013 – May 2016 | Semiconductor manufacturing board service |
Board Governance
- Independence: The Board determined St. Dennis is independent under Nasdaq/SEC rules .
- Board leadership: Policy separates Chair and CEO; the independent Chair serves as lead independent director .
- Committee assignments: Current committee memberships are Audit (White Chair, Brewer, Rhodes), Compensation (Steven‑Waiss Chair, Obregon Jimenez, Titinger), Governance & Nominating (Titinger Chair, Brewer, Steven‑Waiss, White). St. Dennis serves as Board Chair and is not listed on committees .
- Attendance: In FY2024 the Board held 5 meetings; each director attended at least 75% of Board and committee meetings on which they served .
- Majority voting and resignation policy for directors in uncontested elections; robust governance highlights include stock ownership guidelines, strict anti‑hedging/pledging, clawback policy, and no poison pill .
Fixed Compensation
| Component | FY2024 Amount/Policy | Notes |
|---|---|---|
| Fees Earned (Cash) – St. Dennis | $100,625 | FY2024 director fees earned |
| Director Annual Retainer (policy) | $52,500 | Cash retainer for non‑executive directors |
| Board Chair Annual Retainer (policy) | $50,000 | Additional cash retainer for Board Chair |
| Committee Chair Retainers (policy) | $22,000 Audit; $15,000 Compensation; $10,000 other | Not applicable to St. Dennis in 2024 (not listed on committees) |
| Committee Member Retainers (policy) | $11,000 Audit; $7,500 Compensation; $5,000 other | Not applicable to St. Dennis in 2024 |
Performance Compensation
| Award | Grant Details | Vesting | Accounting/Fair Value |
|---|---|---|---|
| Annual RSU – Directors (policy) | ~$190,000 grant value; 20‑day average price used for sizing | Vests monthly over one year; settles at 1‑year anniversary or upon Board departure | |
| St. Dennis 2024 RSU | 3,828 RSUs granted on May 17, 2024 | Monthly vest over 12 months; settlement timing per policy | |
| Grant Sizing Inputs | 20‑day avg price $49.63; grant date price $55.71 | Used to size director awards | |
| FY2024 Stock Awards recognized – St. Dennis | $213,258 | ASC 718 grant‑date fair value |
Directors do not receive option grants or performance‑metric‑based equity; the annual RSU grant is time‑based under the director compensation policy .
Other Directorships & Interlocks
| Company | Shared Connections | Potential Interlock Notes |
|---|---|---|
| Axcelis Technologies, Inc. | FormFactor director Jorge Titinger also serves on Axcelis’s board | Shared board service may enhance industry information flow; no related‑party transactions disclosed |
| Veeco Instruments Inc. | None noted among current FormFactor directors | St. Dennis serves on Compensation and Audit Committees at Veeco |
Expertise & Qualifications
- Board skills: Sales & Marketing; Board Practices of Public Companies; Engineering & Product Development .
- Semiconductor leadership: Former SVP/GM, Applied Materials Silicon Systems Group; CEO of Wind River Systems; deep network across customers and industry .
Equity Ownership
| Metric | Detail |
|---|---|
| Total Beneficial Ownership | 37,110 shares; less than 1% of outstanding |
| Breakdown | 33,601 shares held directly; 3,509 units convertible to common stock (319 vest within 60 days of Mar 17, 2025) |
| Director RSUs Outstanding (12/28/2024) | 3,828 RSUs outstanding for St. Dennis |
| Ownership Guidelines | Directors must hold ≥ the greater of 5,000 shares or shares equal in value to 3x the annual cash retainer; all directors/executives in compliance as of Apr 2, 2025 |
| Hedging/Pledging | Strictly prohibited for directors and officers under insider trading policy and governance highlights |
Board Governance Signals
| 2024 Annual Meeting Voting (Election of Directors) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Thomas St. Dennis | 66,482,175 | 3,342,570 | 178,675 | 4,142,849 |
- Say‑on‑pay support: 2024 advisory vote received over 97% support; 68,160,393 For, 1,657,711 Against, 185,316 Abstain, indicating strong investor confidence in compensation governance under the Board’s oversight .
- Attendance and structure: Board met 5 times in FY2024, with each director ≥75% meeting attendance; independent Chair, majority‑independent Board, clawback, anti‑hedging/pledging, and stock ownership guidelines strengthen governance quality .
Governance Assessment
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Strengths
- Independent Chair with long industry tenure; separation of Chair/CEO roles and lead independent director function enhances oversight .
- Robust governance framework (majority voting, clawback, anti‑hedging/pledging, ownership guidelines); directors and executives reported in compliance with guidelines .
- Transparent director pay structure with clear cash retainer and standardized annual RSU grant; St. Dennis’s FY2024 total director compensation was $313,883 (cash $100,625; stock $213,258) .
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Watch items / RED FLAGS to monitor
- Relative shareholder opposition: St. Dennis received 3.34M “Against” votes in 2024—higher than several peers—which may reflect investor views on tenure or leadership; continued engagement advisable .
- External board load/interlocks: Concurrent directorships at Axcelis and Veeco, plus shared Axcelis board service with another FormFactor director (Titinger), merit monitoring for potential perceived conflicts, though FormFactor discloses no related‑party transactions in 2024–2025 .
- Committee roles: As Board Chair, St. Dennis is not currently listed on Board committees; effectiveness relies on committee Chairs and independent oversight across Audit, Compensation, and Governance .
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Additional signals
- Board attendance thresholds met; board refreshment noted; stockholder engagement program active, which helps maintain investor confidence .
No related‑party transactions involving St. Dennis were disclosed for 2024–2025 . Anti‑hedging/pledging and stock ownership compliance reduce alignment risks .