Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 4, 2014, Nanometrics Incorporated, announced that Jeffrey Andreson
would be joining the company as Chief Financial Officer of the company,
effective September 22, 2014. Mr. Andreson will serve as Nanometrics' principal
financial and accounting officer.
Mr. Andreson, age 53, was the Executive Vice President, Finance and
Administration, Chief Financial Officer, Treasurer and Secretary of Intevac,
Inc. from August 2007 to September 2014, and in that role he was responsible for
finance, information services and legal. From June to August 2007, Mr. Andreson
held the position of Executive Vice President, Finance at Intevac. Prior to
joining Intevac, Mr. Andreson spent 12 years with Applied Materials in various
controllership positions within the company, most recently as Managing Director,
Controller of the $2B Applied Global Services product group. From 1989 through
1995, Mr. Andreson held various financial management roles at Measurex
Corporation. Mr. Andreson holds an M.B.A. from Santa Clara University and a B.S.
in Finance from San Jose State University.
Mr. Andreson will have a starting annual salary of $330,000. Mr. Andreson is
eligible to earn a bonus of up to $75,000, subject to meeting certain objectives
approved by the Compensation Committee. Beginning in 2015, he will be eligible
to participate in the Executive Performance Bonus Plan with a target bonus
opportunity set at 55% of base salary.
Subject to Compensation Committee approval, Mr. Andreson will receive 40,000
restricted stock units which will vest annually in three equal installments. Mr.
Andreson will be eligible to participate in the Supplemental Executive Health
Care program which provides reimbursement of out-of-pocket health expenses on a
taxable basis. In addition, Nanometrics and Mr. Andreson will enter into
Nanometrics' standard form of indemnification agreement.
Nanometrics has also entered in to a severance and change of control agreement
with Mr. Andreson that provides in the event Mr. Andreson's employment is
terminated by Nanometrics without cause within his first year of employment, the
company will pay him one year salary. In the event that within twelve months of
a change of control of Nanometrics, Mr. Andreson's employment is terminated
without Cause or For Good Reason (as defined in the severance and change of
control agreement), Nanometrics will pay Mr. Andreson one year's pay, one year's
COBRA premiums and accelerate the vesting of all unvested equity awards.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 4, 2014NANOMETRICS INCORPORATED
/S/ Nancy E. EganNancy E. Egan General Counsel and Secretary
Duly Authorized Officer