Onto Innovation (ONTO) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Board recommends voting for all seven director nominees, approval of executive compensation, and ratification of Ernst & Young LLP as auditor.

• Proxy materials are available online, and shareholders are encouraged to vote early via internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors, (2) advisory approval of executive compensation, (3) ratification of Ernst & Young LLP as independent auditor, and (4) other business as may arise.

• Majority voting standard applies for uncontested director elections.

• Shareholders can submit director nominations and proposals per company policy and bylaws.

Board of directors and corporate governance

• Board consists of seven members, 86% independent, with an average age of 64.4 and average tenure of 6 years.

• Separate CEO and independent Chairperson roles; independent directors meet in executive session.

• Board committees: Audit, Compensation, Nominating & Governance, and M&A, all composed of independent directors.

• Recent board refreshment included reduction in board size and committee adjustments after 2025.

• Board and committee evaluations are conducted annually.