Christopher A. Seams - Chairperson of the Board | ONTO INNOVATION (ONTO) Executive Profile & Compensation

About Christopher A. Seams

Christopher A. Seams (age 62) is Onto Innovation’s independent Chair of the Board (serving as Chair since the 2019 merger) and a director since August 2015, with 9.7 years of board tenure. He has 30+ years in semiconductors, including CEO of Deca Technologies and senior leadership at Cypress Semiconductor; education includes B.S. EE (Texas A&M), M.S. Electrical and Computer Engineering (UT Austin), and a Professional Certificate in Advanced Computer Security (Stanford). He is a senior member of IEEE and a Certified Director with NACD, reflecting deep governance credentials .

Past Roles

Organization	Role	Tenure	Committees/Impact
Deca Technologies Inc.	Chief Executive Officer	Jun 2013 – Aug 2016	Led wafer-level interconnect solutions; executive leadership relevance to M&A oversight .
Cypress Semiconductor Corporation	EVP Sales & Marketing; technical/operational management roles	1990–2013 (various)	Commercial leadership and operations experience relevant to Compensation and strategy oversight .
Advanced Micro Devices (AMD)	Process development	Prior to 1990	Technical process development experience .
Philips Research Laboratories	Process development	Prior to 1990	Technical R&D experience .

External Roles

Organization	Role	Tenure	Committees/Impact
Xperi Inc.	Director	Since Oct 2013	Public-company board experience; potential information flow interlock monitoring; no related-party transactions disclosed at ONTO .
Professional affiliations	IEEE Senior Member; ACCD member; NACD Certified Director	Ongoing	Governance and technical credentials .

Board Governance

Roles: Independent Chair of the Board; Chair presides over meetings and executive sessions, sets agendas, and liaises with management .
Committees: M&A Committee Chair (effective May 2024); Nominating & Governance Committee member .
Independence: Board determined Seams is independent under NYSE/SEC rules .
Attendance: In 2024, each incumbent director attended at least 93% of Board and applicable committee meetings; Board held six meetings with four executive sessions of independent directors .
Committee activity: 2024 meetings—Nominating & Governance (5), M&A (5) .
Related parties: Company reports no related-person transactions involving directors or officer groups during the period .
Anti-hedging/pledging: Company policy prohibits hedging, short sales, margining, and pledging of company stock .

Fixed Compensation

Element	Amount/Value	Notes
Annual cash retainer	$70,000	Directors paid quarterly beginning May 2024 .
Non-executive Chair stipend	$55,000	Additional cash for Chair role .
Committee chair/member stipends	M&A Chair $5,000; N&G member $5,000	Stipend schedule per committee .
2024 cash fees (actual)	$101,250	Reflects three quarterly payments in 2024 due to schedule change .

Performance Compensation

Equity Award	Grant Value	Instrument	Vesting	2024 Stock Award (reported)
Annual director equity grant	$185,000	RSUs	Typically vest on first anniversary of grant date	$185,156 grant date fair value (Seams) .
Outstanding RSUs (as of 12/28/2024)	—	RSUs	Unvested until scheduled vest	809 RSUs outstanding (Seams) .

Directors do not receive options, PSUs, or non-equity incentive plan compensation; equity is time-based RSUs only .

Other Directorships & Interlocks

Company	Sector/Notes	Interlock Risk
Xperi Inc. (Director since Oct 2013)	Public company; technology/IP licensing	No ONTO-related party transactions disclosed; monitor for customer/supplier ties but none reported .

Expertise & Qualifications

Education: B.S. Electrical Engineering (Texas A&M), M.S. Electrical and Computer Engineering (UT Austin), Professional Certificate in Advanced Computer Security (Stanford) .
Technical/industry: Senior IEEE member; 30+ years in semiconductor manufacturing, development, operations, sales/marketing—aligned to ONTO’s metrology/inspection markets and M&A evaluation .
Governance: NACD Certified Director; ACCD member; independent Chair experience since 2019 merger .

Equity Ownership

Holder	Shares Beneficially Owned	% of Shares Outstanding	RSUs Outstanding	Ownership Guidelines Compliance
Christopher A. Seams	35,638	0.073% (35,638 ÷ 48,836,509)	809 RSUs	Directors must hold ≥3x annual retainer; all directors in compliance as of Feb 2025 .

Anti-pledging/hedging: Prohibited for directors; supports alignment and reduces risk of misaligned incentives .

Governance Assessment

Strengths and investor-confidence signals:
- Independent Board Chair with long tenure and deep semiconductor operating experience; clear separation of Chair and CEO roles .
- Active committee leadership (M&A Chair; N&G member), with defined mandates and regular meetings; supports strategic transaction oversight and board refreshment .
- Strong attendance (≥93%) and regular executive sessions enhance board effectiveness and oversight .
- Director compensation structure balanced in cash and time-based equity; no options or tax gross-ups; clawback and anti-hedging policies enhance governance quality .
- Ownership alignment via stock ownership requirement (≥3x retainer) with documented compliance; meaningful personal shareholdings .
- No related-party transactions disclosed; audit committee pre-approval and oversight of any future related-party dealings .
Potential risk indicators and monitoring items:
- External interlock at Xperi: no conflicts disclosed, but monitor for any ONTO customer/supplier relationships or competitive overlaps over time; continue to review related party disclosures annually .
- As M&A Chair, ensure rigorous independent evaluation and post-merger integration oversight; committee charter and board processes are in place .
RED FLAGS: None identified in disclosures—no related-party transactions, no hedging/pledging, no tax gross-ups, and strong attendance .
Broader pay governance context: Company’s 2024 say-on-pay approval was 96.8%, indicating strong shareholder support for compensation practices and oversight frameworks .