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    SEC Form DEFA14A filed by Enovix Corporation

    6/9/25 8:00:19 AM ET
    $ENVX
    Industrial Machinery/Components
    Miscellaneous
    Get the next $ENVX alert in real time by email
    DEFA14A 1 d47410ddefa14a.htm DEFA14A DEFA14A
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 14A

     

     

    Proxy Statement Pursuant to Section 14(a) of the

    Securities Exchange Act of 1934

    Filed by the Registrant ☒

    Filed by a Party other than the Registrant ☐

    Check the appropriate box:

     

    ☐

    Preliminary Proxy Statement

     

    ☐

    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

     

    ☐

    Definitive Proxy Statement

     

    ☒

    Definitive Additional Materials

     

    ☐

    Soliciting Material Pursuant to § 240.14a-12

     

    LOGO

    ENOVIX CORPORATION

    (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    Payment of Filing Fee (Check all boxes that apply):

     

    ☒

    No fee required

     

    ☐

    Fee paid previously with preliminary materials

     

    ☐

    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

     

     
     


    Enovix Shareholder Presentation Enovix Compensation Committee June 10, 2025 Confidential │ ©2025 ENOVIX


    Safe Harbor Statement Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding our ability to build and scale our advanced silicon-anode lithium-ion battery; our production and commercialization plans, strategy and product development roadmap, including the readiness, performance, timing and customer qualification of EX-1M, EX-2M, EX-3M, EX-4M and other battery nodes; our ability to meet milestones and deliver on our objectives and expectations; our ability to maintain a competitive advantage over other participants in the lithium-ion battery industry; estimates relating to various addressable markets; projected advantages and capabilities of our batteries, including our architecture- first approach, patented manufacturing processes and BrakeFlow Technology , the suitability of our cell architecture for electric vehicles (“EVs”); our strategy and ability to scale our manufacturing; our ability to leverage our expanded global footprint to support our manufacturing and R&D activities; our projected scale-up timeline for battery production, sampling and smartphone launches, including target smartphone production line unit economics; market opportunities and the expansion of our customer base in the smartphone, IoT, EV and defense markets; our estimated demand for greater energy density by smartphone OEMs and the smart eyewear market, the suitability of our batteries to address this demand, and the impact of artificial intelligence (“AI”) on the foregoing, including AI’s impact on the development of augmented reality (“AR”); and our ability to meet the expectations of potential and existing customers. For additional information on these risks and uncertainties and other potential factors that could affect our business and financial results or cause actual results to differ from the results predicted, please refer to our filings with the Securities and Exchange Commission (the “SEC”), including in the Risk Factors sections of our annual report on Form 10-K and quarterly reports on Form 10-Q and other documents that we have filed, or will file, with the SEC. The financial results presented are preliminary and based on information known by management as of the date of this presentation; final financial results will be included in the Company's Form 10-Q for the fiscal quarter ended March 30, 2025. Any forward-looking statements made in this presentation speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Confidential │ ©2025 ENOVIX 2


    A t a G la n c e 1 4 2 3 Fremont, CA, USA Hyderabad, India 1 2 • C orpora te H Q /C en ter for • R &D Innovation • A I/M L M od e lin g to S u pport • P roc e s s E ng ine e ring M ate rials R es ea rc h • M ate rials R es ea rc h • A u tom otive R &D Penang, Malaysia Nonsan City, South Korea 3 4 • H ig h -V olu m e M anu fac tu ring • E le c trod e C oa tin g a nd B a tte ry • S pa c e for F ou r Gen 2 P rodu c tion P rodu c tion $ 23.1 m illio n Lin es • T h re e F a c torie s • A g ility L in e for C u s tom e r Q u al • M u ltip le b a tte ry produ c tion • R &D a nd P roc e s s E ng ine e ring a nd c oa tin g lin e s In R even u e in 20 24 Confidential │ ©2025 ENOVIX 3 3


    An Advanced Silicon Battery Company Customers in Mobile, IoT, Innovative Product Established Manufacturing EV and Defense Markets Architecture Capability Contracts with OEM leaders in the Patented design and manufacturing Patented Laser Patterning and Electrode smartphone, IoT and EV sectors. Mass process for 100% Active Silicon Anode Stacking Processes developed at Fab1 in production with multiple Silicon Valley launches targeted in late 2025. Step-Change Increase in Battery Capacity while meeting Cycle Life and Fab2 in Malaysia opened in 2024 with the Majority of 2024 revenue from strategic Charge Rate Requirements Agility line, first high-volume (HVM) line, acquisition of electrode coating and and capacity for 3 additional HVM lines. battery manufacturer Routejade. Confidential │ ©2025 ENOVIX 4


    Board of Directors T.J. Rodgers | Chairman Pegah Ebrahimi Joined Board 2012 Joined Board 2021 Founder & 34-year tenure as CEO of Cypress Co-Founder and Managing Partner of FPV Ventures Semiconductor Investor and Advisor to Canva, Guild, Snyk & PsiQuantum CEO and Chairman of SunPower (f/k/a Complete Solaria); Board Member, Enphase Energy Former COO of Cisco Collaboration at Cisco Systems Inc.; former COO of Morgan Stanley’s Global Technology Banking Dartmouth: Physics & Chemistry Stanford: MS EE, PhD EE MIT: BS Economics & Mathematics Greg Reichow Joseph Malchow Joined Board 2021 Joined Board 2023 General Partner of Eclipse Ventures. Founding Partner, HNVR Technology Investment Management VP, Production at Tesla; Sr. VP of Operations at SunPower; Fab Quality Board Member, Enphase Energy; former Archaea Energy Director at Cypress Semiconductor board member (until acquisition by BP) University of Minnesota: BS Mechanical Dartmouth: AB and Industrial Engineering Stanford: JD Betsy Atkins Bernard Gutmann Joined Board 2021 Joined Board 2023 CEO and Founder of Baja Corporation Former CFO of ON Semiconductor Board Member, Wynn Resorts, SolarEdge and 37-year career at ON and predecessor Rackspace Technology; former SL Green companies (Motorola, SCI) Realty, Schneider Electric and SunPower board member Worchester Polytechnic Institute: BS Management Engineering University of Massachusetts: BA Confidential │ ©2025 ENOVIX 5


    Compensation Program is Rigorous and Emphasizes Performance CEO Compensation is ~95% at risk; average of ~90% compensation at risk for other NEOs Strategic alignment for long- term shareholder value Short-term incentives Long-term incentives § Short-term incentives drive § Short Term incentive plan § Weighted equally between 2024 achievement of near-term R&D, payout based on achievement of and 2025 performance periods manufacturing, operational, over 130 quarterly and annual § 2024 goals tied to manufacturing, financial, and sales goals corporate metrics R&D and revenue § Long-term incentives drive § Paid ONLY in equity to further § 2025 goals tied to manufacturing, multi-year achievement of key align executive and shareholder R&D and revenue manufacturing, R&D and sales interests goals Performance metrics are commercially sensitive goals, and disclosure could cause competitive harm impacting shareholder value. Performance metrics are highly challenging, as evidenced by achievement: § STI overall achievement of 83.3% for FY24 § LTI 2024 performance period achievements: § 2024 LTI: 0% for FY24 tranche § 2023 LTI: 32.7% Confidential │ ©2025 ENOVIX 6


    Competitive Compensation Strategy Performance-driven pay that attracts and retains top talent Strategic Context 2024 Target Compensation Structure Competing with established companies requires competitive compensation to attract talent while maintaining fiscal responsibility and ensuring long-term shareholder value <50% 50% CEO Compensation Reduced between 2023-2025 Cash Equity 57% 33% 35% Total Reduction 2025 vs 2024 2024 vs 2023 Since 2023 Reduction Reduction Peer Group Alignment Note: Dr. Talluri's 2023 equity grant included make whole buyout CEO compensation positioned near compensation for leaving previous F100 semiconductor company median of peer group position. Confidential │ ©2025 ENOVIX 7


    Strategic Governance Structure Since July 2021 Supermajority voting Industry Benchmark The Board regularly reviews protects shareholder our governance practices to Majority of recently IPOed interests at recently public ensure continued alignment companies have companies with shareholder interests supermajority requirements Our Commitment Proactive governance that balances takeover risks with long-term shareholder value Confidential │ ©2025 ENOVIX 8


    Enovix Sustainability Report Sustainability Highlights Ø We received multiple safety certifications across global subsidiaries Ø Began tracking both energy and water use data at each of our operational locations in Company needs to remove Fremont, India, Korea and Malaysia supermajority voting Ø Published an updated Task Force on Climate-related Financial Disclosures (TCFD) Index, an initial Global Reporting Initiatives (GRI) Index, and prepared our second annual climate disclosure project (CDP) submission Ø We updated and published to the Governance section of our website the Enovix Supplier Code of Conduct, and Conflict Minerals, Environmental Health and Safety and Human Rights policies Confidential │ ©2025 ENOVIX 9 COMPANY CONFIDENTIAL 9

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