Form 4: Onto Innovation Director May Su Awarded 761 RSUs

Director May Su received a grant of 761 restricted stock units as part of her compensation, increasing her total beneficial ownership to 7,984 shares.

Summary

• Director May Su was granted 761 restricted stock units (RSUs) on May 20, 2026.
• Each RSU represents a contingent right to receive one share of ONTO common stock.
• The grant was issued at a price of $0.00 as part of director compensation.
• Following this transaction, May Su beneficially owns a total of 7,984 shares of common stock.
• The RSUs are scheduled to vest 100% on May 20, 2027, exactly one year from the grant date.
• The reporting person has elected to defer the settlement of these RSUs under the Onto Innovation Nonqualified Deferred Compensation Plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it confirms ongoing insider alignment with shareholders through routine equity compensation, though it is not a signal of an opportunistic market purchase.

Positives

• The grant aligns director interests with those of shareholders through equity-based compensation.
• The director has increased her total stake in the company to 7,984 shares.
• The one-year vesting period encourages long-term commitment to the board.

Negatives

• The filing represents a routine compensation event and does not indicate an open-market purchase using personal funds.

Risks

• The ultimate value of the compensation is subject to market volatility and the future performance of ONTO stock.
• The shares are subject to a one-year vesting cliff, meaning no value is realized if the director leaves the board before May 20, 2027.

Future Outlook

The restricted stock units will vest in full on May 20, 2027, at which point they will be settled in accordance with the director's deferral election under the company's nonqualified deferred compensation plan.

Management Comments

• The reporting person has elected to defer settlement of these RSUs pursuant to the Onto Innovation Nonqualified Deferred Compensation Plan.

Industry Context

StockSavvy.ai notes that equity-based compensation for board members is a standard practice among semiconductor and technology firms to ensure that leadership is incentivized to drive long-term share price appreciation, mirroring structures seen at peers like KLA Corporation and Teradyne.

Comparison to Industry Standards

• The grant size is consistent with mid-to-large cap technology company director compensation packages.
• The one-year vesting cliff is a standard duration for annual director equity awards in the S&P 500 and Russell 1000 indices.
• The use of a Nonqualified Deferred Compensation Plan for settlement is a common tax-planning strategy for high-net-worth corporate directors.

Corporate Governance

Stakeholder Impact

• Shareholders benefit from directors having a vested interest in the company's long-term stock performance.

Next Steps

• Vesting of 761 RSUs on May 20, 2027.
• Issuance of shares following the vesting date based on the director's deferral election.

Key Dates

Recommendation

This is a routine administrative filing regarding director compensation and does not provide new material information regarding the company's operational performance or financial health that would warrant a change in investment thesis.

Keywords

Onto Innovation Inc., ONTO, SEC Form 4, Insider Trading, Restricted Stock Units, Director Compensation, May Su, Semiconductor Equipment