IVAC Intevac Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SD

Specialized Disclosure Report

INTEVAC, INC.

(Exact name of Registrant as specified in its charter)

3560 Bassett Street

Santa Clara, CA 95054

(Address of principal executive offices and zip code)

Kevin Soulsby

(408) 986-9888

(Name and telephone number, including area code, of the person to contact in connection with this report)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

With respect to the reporting period from January 1, 2023 to December 31, 2023, Intevac Inc. (the “Company”) (i) has determined that “conflict minerals” (as defined in Section 1, Item 1.01(d)(3) for Form SD) are necessary to the functionality or production of products that the Company has manufactured and contracted to manufacture, (ii) has performed, in good faith, a reasonable country of origin inquiry (“RCOI”) regarding the minerals that is designed to determine whether any of the conflict minerals originated in the Democratic Republic of the Congo or any adjoining country, as defined by paragraph (d)(1) of Item 1.01 of the Form SD, or are from recycled or scrap sources, as defined by paragraph (d)(6) of Item 1.01 of the Form SD and (iii) based on its RCOI, the Company has performed due diligence procedures as described further in the Conflict Minerals Report filed as Exhibit 1.01 hereto.

Conflict Minerals Disclosure

In accordance with Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”), and this Specialized Disclosure Report on Form SD (this “Form”), the Company has filed a Conflict Minerals Report, which is attached as Exhibit 1.01 to this Form. A copy of this Form and the Conflict Minerals Report are publicly available at www.intevac.com.

SIGNATURE

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.

Exhibit 1.01

Conflict Minerals Report

For the Year Ended December 31, 2023

This Conflict Minerals Report (this “Report” or “CMR”) for Intevac, Inc. (the “Company”) covers the reporting period from January 1, 2023 to December 31, 2023, and is presented in accordance with Rule 13p-1 promulgated under the Securities Exchange Act or 1934, as amended (“Rule 13p-1”).

This Report is filed as Exhibit 1.01 to the Company’s Specialized Disclosure Report on Form SD (the “Form”), and a copy of this Report and the Form are publicly available at www.intevac.com.

Introduction

In 2010, the United States enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 1502 of the Act is specifically related to conflict minerals and requires the United States Securities and Exchange Commission (“SEC”) to promulgate regulations requiring companies covered under the Act to annually file a Specialized Disclosure Report on Form SD with the SEC disclosing whether certain specified conflict minerals (as defined below) used in their products directly or indirectly benefitted armed groups in the Democratic Republic of the Congo and adjoining countries (collectively, the “Covered Countries”). This Report, which is an exhibit to the Form, describes the design of Intevac’s conflict minerals due diligence measures and provides an account of how these measures were implemented in 2023 to determine, to our knowledge, the source mines, the county of origin and the facilities used to process the conflict minerals used in our products. For purposes of this Report, “Conflict Minerals” are defined as cassiterite, columbite-tantalite (coltan), gold, wolframite, or their derivatives, which is limited to tin, tantalum, tungsten, and gold (“3TG”).

Our products covered by this Report are listed in the table below.

Reasonable Country of Origin Inquiry Process

In accordance with Rule 13p-1 and Form SD, Intevac determined that 3TG are necessary to the functionality or production of our products, and are incorporated into our products during the manufacturing process. Accordingly, Intevac was required to undertake a reasonable country of origin inquiry (“RCOI”) with respect to conflict minerals that is reasonably designed to determine whether any of the Conflict Minerals originated in the Covered Countries. In designing our RCOI, Intevac employed a combination of measures to determine whether the 3TG in Intevac’s products originated from the Covered Countries, and surveyed direct and certain sub-tier suppliers of raw materials and components that contain 3TG.

RCOI for the 2023 Reporting Year

For 2023, Intevac conducted a supply-chain survey with its direct suppliers and certain sub-tier suppliers, which are primarily related to the Company’s printed circuit board and cable assembly suppliers. The survey was conducted by using the Conflict Mineral Report Template or “CMRT,” developed by the Responsible Minerals Initiative (“RMI”). The CMRT requests suppliers to identify the smelter or refiners (“SORs”) and countries of origin of the 3TG in products they supply to Intevac. In 2023, Intevac contracted with a third party, Source Intelligence, to directly support the project team’s efforts to comply with the requirements of the Act. Source Intelligence is a global leader for supply chain compliance solutions and assists the project team by providing supplier data collection and analysis services. With the assistance of Source Intelligence, we summarized the country of origin information as provided on the CMRTs for the SORs identified by the supply-chain survey.

With the assistance of Source Intelligence, we also compared the SORs identified in the surveys against the lists of facilities which have received a “conflict free” designation by the Responsible Minerals Assurance Process (“RMAP”) or other independent third party audit programs such as the London Bullion Market Association’s (“LBMA”) Responsible Gold Programme and the Responsible Jewellery Council’s (“RJC”) Chain-of-Custody Certification program.

There is significant overlap between our RCOI efforts and our due diligence measures performed. Our due diligence measures performed are discussed further in this Report.

Below is a summary of the country of origin information collected as a result of our RCOI efforts.

Due Diligence Process

Design of Due Diligence

In accordance with Rule 13p-1 and the Form, Intevac undertook due diligence on the source and chain of custody of the necessary 3TG used in Intevac Thin-film Equipment (“TFE”) products. In conducting its due diligence, Intevac implemented the Organisation for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Guidance”), an internationally recognized due diligence framework.

Management Systems

Internal Team

The Company’s Conflict Minerals Program is overseen by the Company’s Vice President of Operations. We assembled a conflict minerals project team with representatives from engineering, procurement and finance from our TFE business unit to develop and execute our conflict minerals program. The results of due diligence and compliance processes were addressed by the conflict minerals project team as necessary.

Control Systems

As a manufacturer, Intevac is several levels removed from the actual mining of 3TG. Intevac does not make purchases of raw ore or unrefined 3TG and does not make any direct purchases in the Covered Countries. We used resources available from industry-wide initiatives to obtain sourcing information related to upstream actors in the supply chain, including the RMI.

To establish a system of controls and transparency over the 3TG supply chain, we incorporated into our supplier due diligence procedures a requirement for suppliers to provide information regarding the SORs in their supply chain utilizing the CMRT. We used this information to make the RCOI conclusion in this CMR.

As we typically do not have a direct relationship with 3TG SORs, we rely on our surveyed suppliers to provide us with up-to-date and accurate SOR sourcing information. Our adoption and utilization of the industry standard RMI templates, tools and auditing program aids us in establishing consistency and transparency throughout our supply chain.

Controls include, but are not limited to, our Code of Business Conduct and Ethics which outlines expected behaviors for all Intevac employees and our Conflict Minerals Policy which outlines our commitment to the goal of neither, directly or indirectly, financing or benefitting armed groups in the DRC by purchasing or selling products containing Conflict Minerals.

Supplier Engagement

Intevac includes requirements related to gathering 3TG information in our purchase order terms and conditions for suppliers to encourage greater cooperation by the companies in our supply chain.

We periodically communicate our expectations to our direct suppliers concerning performance, transparency, reporting requirements, and sourcing of materials and components containing 3TG and continue to engage with them to improve the completeness and accuracy of information provided to us.

Grievance Mechanism

Intevac has multiple grievance mechanisms whereby employees and suppliers can report violations of Intevac’s policies including contacting the Company’s Compliance Hotline at 1-855-289-1577.

Records Maintenance

Intevac maintains all relevant documentation from its RCOI survey and from the due diligence process. Supplier information was collected, stored and evaluated using an online platform provided by Source Intelligence.

Identify and Assess Risk in the Supply Chain

Intevac’s Engineering and Procurement groups reviewed Company inventory records for parts/components and active suppliers. Intevac identified 84 suppliers of components containing 3TG in our TFE business. These suppliers represent approximately 19% of Company’s total 2023 direct product-related sourcing expenditures. We rely on these suppliers to provide us with information through the CMRT surveys about the source of 3TG in the components supplied to us. These suppliers are similarly reliant upon information provided by their suppliers.

We obtained an 81% response rate for our CMRT surveys.

Design and Implement a Strategy and Respond to Risks

The Conflict Minerals Project Team undertook the following due diligence measures in 2023:

Carry Out Independent Third Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain

As noted above, Intevac is several levels removed from the actual mining of 3TG, does not have a direct relationship with SORs, and does not perform direct audits of these entities within its supply chain. However, for SORs in our supply chain that did not participate in an audit process in 2023, Intevac performed a risk assessment on the likelihood that the facility was sourcing from the Covered Countries, and analyzed data that included the SOR’s proximity to the DRC and the source mine location obtained from either the CMRTs or reported by the facilities on their websites.

Reporting on Supply Chain Due Diligence

In 2023, Intevac filed this Form and this Report with the SEC and a copy of this Report and the Form are publicly available at https://ir.intevac.com/websites/intevac/English/3100/us-sec-filings.html.

Findings

The tables below list the SOR information provided by our suppliers:

For calendar year 2023, Intevac identified 224 SORs as potential sources of 3TG that were reported to be in its supply chain at some point during the year. Of those 224 SORs, 169 have been verified as conflict-free as determined through third party verification by the RMAP, LBMA or RJC, and an additional 2 have begun the audit process.

The number of known SORs in Intevac’s supply chain as of December 31, 2023, December 31, 2022 and December 31, 2021 is as follows.

See Appendix A for the list of names of the known SORs and the country where the facilities are located.

In addition, a total of 66 “unknown” SORs were identified. SORs are listed as unknown if they are not currently identified on the RMI and/or other lists available to Intevac as of April 30, 2024.

The number of known SORs in Intevac’s supply chain as of December 31, 2023 that are determined to source 3TG from the Covered Countries are as follows:

Conclusion

Based on the information obtained pursuant to the good faith RCOI and due diligence processes described above, for 2023, we do not have sufficient information with respect to the 3TG to determine the country of origin of all of the 3TG we use to manufacture our products and thus are unable to determine whether any of the 3TG originated in the Covered Countries and, if so, whether the 3TG were from recycled or scrap sources, financed conflict in the Covered Countries or did not finance conflict in the Covered Countries. Due to the complexity of our products and supply chain, it will take time for many of our suppliers to verify the origin of all of the minerals and at a product level specific to the materials and components used in our products. Using our supply chain due diligence processes, we hope to further develop transparency into our supply chain.

Despite our efforts to follow up with our suppliers, we did not receive responses from all surveyed suppliers. In addition, we encountered the following challenges in obtaining and analyzing the responses we received:

As a result, we have not been able to identify all of the SORs from which our suppliers sourced 3TG.

Efforts to Determine Mine Location

For 2023, our efforts to determine the mines of origin were limited to information obtained from the CMRTs or reported by the facilities on their websites. Source Intelligence attempts to contact the SOR to gain more information about their sourcing practices, including countries of origin and transfer, and whether there are any internal due diligence procedures in place or other processes the SOR takes to track the chain-of-custody on the source of its mineral ores. Relevant information to review includes: whether the SOR has a documented, effective and communicated conflict-free policy, an accounting system to support a mass balance of materials processed, and traceability documentation. Internet research is also performed to determine whether there are any outside sources of information regarding the SOR’s sourcing practices. Up to three contact attempts are made by Source Intelligence to SORs to gather information on mine country of origin and sourcing practices.

Conflict Minerals Policy

Our Conflict Minerals Policy is available at: www.intevac.com. We are committed to minimizing the use of conflict minerals that finance or benefit armed groups. We actively engage with our suppliers to promote responsible sourcing practices and encourage our suppliers to seek conflict-free sources for 3TG used in our products.

Steps to Improve Due Diligence and Mitigate Risk

We will continue to work to increase the response rate of our suppliers and encourage them to complete the CMRT. Our survey response rate was 81% in 2023, 92% in 2022, and 93% in 2021.

We recognize that we have ongoing obligations under the reporting requirements of Rule 13p-1 and our Conflict Minerals Policy, and will seek to take additional steps in 2024 to continue and improve our good faith RCOI and due diligence processes. We expect to take the following steps, among others, to improve our due diligence measures and to further mitigate the risk that the 3TG contained in our products are financing conflict in the Covered Countries:

Independent Private Sector Audit

An audit was not required for calendar year 2023.

Appendix A

Notes: