DEF 14A of Photronics Inc
Filed Feb 14, 2025 · FY20240001213900-25-014346
PROPOSAL 1 ELECTION OF DIRECTORS
PROPOSAL 1 ELECTION OF DIRECTORS The Board has nominated eight directors to be elected at the 2025 Annual Meeting to serve for a one-year term. Each of the eight directors of the Company that is elected at the Annual Meeting will serve until the 2026 Annual Meeting of Shareholders (unless such director resigns or otherwise leaves the Board beforehand). Each nominee is currently a director of the Company and has agreed to serve if elected. The names of, and certain information with respect to, the nominees for election as directors are set forth below. If, for any reason, any of the nominees shall become unable to stand for election, the individuals named in the enclosed proxy may exercise their discretion to vote for any substitutes chosen by the Board of Directors, unless the Board of Directors should decide to reduce the number of directors to be elected at the Annual Meeting. The Company has no reason to believe that any nominee will be unable to serve as a director. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE FOLLOWING NOMINEES:
PROPOSAL 1 ELECTION OF DIRECTORS
| Name and (Age) | Director Since | Position(s) with the Company | | David A. Garcia (57 years) | 2024 | Director | | Dr. Frank Lee (72 years old) | 2022 | Director/Chief Executive Officer | | Adam Lewis (46 years) | 2022 | Director | | Daniel Liao (71 years) | 2020 | Director | | Constantine S. Macricostas (89 years) | 1974 | Director | | George C. Macricostas (55 years) | 2002 | Director/Executive Chairman | | Mary Paladino (63 years) | 2019 | Director | | Mitchell G. Tyson (70 years) | 2004 | Director |
PROPOSAL 1 ELECTION OF DIRECTORS
Messrs. Garcia, Lewis, Liao, and Tyson and Ms. Paladino qualify as independent under applicable NASDAQ rules. In addition to the information set forth in the table above, the following provides certain information about each nominee for election as director, including his or her principal occupation for at least the past five years. Also set forth below is a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each nominee and director should serve as a director as of the date of this proxy statement. Mr. David Garcia was appointed by the Board in 2024 and brings approximately 30 years of legal expertise, counseling both publicly and privately held companies on corporate governance and strategic transactions. Mr. Garcia has played a key role in structuring corporate partnerships, technology development agreements and distributing and licensing agreements. After beginning his legal career in Silicon Valley, he practiced with Hale Lane in Reno, Nevada until its combination with Holland & Hart in July 2008, and with Holland & Hart for the remainder of his time in private practice before becoming a strategic advisor in March 2023. Mr. Garcia holds an A.B. in Sociology with a concentration in organizational behavior from Stanford University and a Juris Doctor from Harvard Law School. Mr. Garcia serves as Chairman of the Compensation Committee and a member of the Nominating Committee. Dr. Frank Lee was promoted to Chief Executive Officer and elected to the Board of Directors in May 2022 due to his long and successful record of accomplishment. Prior to assuming the CEO position, he was appointed President in March 2022. Before joining Photronics in 2006, Dr. Lee was CEO of NSMC. His career also included roles at Fairchild Semiconductor, Intel and Soliconix. As Vice President of Operations at Texas Instruments-Acer (a TI/Acer joint venture) in Taiwan, Dr. Lee has also held leadership positions at TSMC-Acer and UMC — both in Taiwan. His ability to lead the organization through its next phase of growth is based on his proven track record in all the positions he has successfully held. Dr. Lee holds a BS in Nuclear Engineering from Tsinghua University and a M.S. and Ph.D. in Materials Science from the University of Cincinnati. Mr. Adam Lewis has over 20 years of experience in investment banking, executive financial management and private equity. Mr. Lewis joined DH Capital, a division of Citizens Bank, in 2007 and has advised digital infrastructure companies and investors on over 100 transactions, representing over $40 billion in aggregate transaction value. Prior to joining DH Capital, Mr. Lewis was Vice President of Finance at InfoHighway Communications where he was involved in the structuring and execution of highly strategic transactions that culminated in the successful exit to Broadview Networks in 2007. Mr. Lewis is a graduate of the University of Vermont and currently serves on the boards of SilverSky, Verge, Stackpath, Drive Sally, Kasi Cloud and Lokker. Mr. Lewis serves as Chairman of the Nominating Committee and a member of the Audit Committee. Mr. Daniel Liao is a Co-Founder of Eunodata Co., Ltd in Taiwan, an integrated data service provider for the semiconductor manufacturing industry. Mr. Liao served as Senior Advisor of Asia Pacific Regions for Lam Research Corporation (“Lam”), a leading semiconductor process equipment company, from March 2020 to February 2022, after his retirement from Lam in 2020. Mr. Liao joined Lam in 1993 and had served in a range of senior executive roles, including Chairman of Lam Asia Pacific Operations (Taiwan, China and Southeast Asia) from May 2017 to Feb 2020, President and General Manager of Lam Asia Pacific Operations from August 1993 to April 2017. During his career at Lam, he was a major contributor to the global product development, strategic planning, and growth of Lam’s Asia Pacific business. Prior to joining Lam, Mr. Liao held Engineering Management and Technology leadership positions at Integrated Device Technology in Santa Clara from 1988 to 1993, and Intel Corporation in Livermore and Santa Clara, CA from 1983 to 1988. Mr. Liao holds a Bachelor’s degree in Electrical Engineering from National Cheng Kung University in Taiwan and a Masters degree in Electrical Engineering and Applied Physics from Case Western Reserve University in Cleveland, Ohio. Mr. Liao became a member of Photronics Board of Directors in September 2020; and is currently a member of the board of directors of Amkor Technology. He is also a member of the International Corporate Board of WU Vienna University of Economics and Business. Mr. Liao serves as a member of the Compensation Committee and the Nominating Committee. Mr. Constantine S. Macricostas is a member of the Board. Mr. Macricostas is also founder of the Company. Mr. Macricostas was Executive Chairman of the Company until January 20, 2018, and Chairman of the Board until January 6, 2025 upon the appointment of his son, Mr. George C. Macricostas, as Executive Chairman. Mr. Macricostas previously served as Chief Executive Officer of the Company on three different occasions from 1974 until August 1997, from February 2004 to June 2005, and from April 2009 until May 2015. Mr. Macricostas is also a former director of RagingWire Data Centers, Inc. As founder of the Company, Mr. Macricostas’ knowledge of the Company and its operations, as well as the industry, is invaluable to the Board of Directors in evaluating and directing the Company’s future. Through his long service to the Company and his vast experience in the photomask industry, he has developed extensive knowledge in the areas of leadership, safety, risk oversight, management, and corporate governance, each of which provides great value to the Board of Directors. Mr. Macricostas is the founder and director of The Macricostas Family Foundation, Inc., formed 2001, as a 501(c)(3) charitable organization. The foundation, administered by Mr. Constantine S. Macricostas, Ms. Marie C. Macricostas, Mr. George C. Macricostas, and Mr. Stephen Macricostas, provides grants and funding to educational, literary, and international institutions. Mr. Macricostas holds a Foundation board seat at Western Connecticut State University and is associated with the American School of Classical Studies at Athens. As an Overseer at the ASCSA’s Gennadius Library, Mr. Macricostas made possible the library’s Makriyiannis Wing. Mr. Macricostas is a member of the Company’s Cyber Security Committee. Mr. George C. Macricostas has been a member of the Photronics Board since 2002, serving on the Nominating and Cybersecurity Committees, and most recently as Chairman of the Compensation Committee. He was appointed as Executive Chairman of the Company in January 2025. Previously, he was a senior vice president at Photronics, Inc., where he was responsible for all aspects of the company’s IT infrastructure. Mr. Macricostas is an investor and entrepreneur, and was a Founder, Chairman and CEO of RagingWire Data Centers, Inc., a provider of mission critical data center colocation facilities. Mr. Macricostas guided the company through an 80% sale to NTT of Japan in 2014 and completed the sale in 2018. Mr. Macricostas has over 30 years of technical and business management experience in business operations and information technology. From 2006, Mr. Macricostas has served as a director of the Jane Goodall Institute, a non-profit organization. Mr. Macricostas also serves as a Board Member of the Macricostas Family Foundation, a non-profit organization that funds philanthropic, educational and environmental causes. Mr. Macricostas brings industry, risk management, leadership and business experience to the Board. Mr. Macricostas is the son of Constantine S. Macricostas.
PROPOSAL 1 ELECTION OF DIRECTORS
Ms. Mary Paladino is a certified public accountant with over thirty years of experience providing accounting, auditing, and advisory services to multi-national companies in a diverse range of industries. Ms. Paladino currently serves as the Executive Vice President and Chief Financial Officer for Quality Medical Management Services USA, LLC, a management service organization that provides non-clinical services to one of the largest specialty medical practices in the United States. Prior to her current position, Ms. Paladino was a partner and the audit and assurance practice leader for the White Plains, NY location of Citrin Cooperman, one of the nation’s largest professional services firms. Prior to joining this firm in 2008, Ms. Paladino held various leadership roles in the auditing group of Deloitte & Touche, LLP and BDO Seidman, LLP. Ms. Paladino’s broad experience in complex financial accounting and reporting matters, combined with her comprehensive understanding of effective corporate governance policies and internal control over financial reporting contribute to her service on the Board of Directors of the Company. Ms. Paladino is a member of the Audit Committee and the Compensation Committee. Mr. Mitchell G. Tyson is an independent business strategy and clean energy consultant and serves on multiple industry, government, non-profit and private corporate boards of directors. He is a managing partner at the Clean Energy Venture Group, Venture Partner in the Clean EnergyVenture Fund, and co-founder and former chair of the Northeast Clean Energy Council. He also serves on a number of corporate boards and mentors numerous start-ups. Previously, Mr. Tyson served as the Chief Executive Officer of PRI Automation, a publicly traded corporation that supplied automation systems including hardware, software and services to the semiconductor industry. From 1987 to 2002, he held positions of increasing management responsibility and helped transform PRI Automation from a small robotics manufacturer to the world’s leading supplier of semiconductor fab automation systems. Prior to joining PRI Automation, Mr. Tyson worked at GCA Corporation from 1985 to 1987 as Director of Product Management and served as science advisor and legislative assistant to the late U.S. Senator Paul Tsongas from 1979 to 1985. Mr. Tyson is Chairman of the Cyber Security Committee and a member of the Audit Committee of the Company. Mr. Tyson brings leadership and extensive business experience as well as finance expertise to the Board. In light of the decision by Mr. Walter M. Fiederowicz not to stand for re-election at this year’s Annual Meeting of Shareholders, the Board will elect a new Chairman of the Audit Committee at its regular meeting on April 2, 2025.
Compensation Philosophy
| What We Do | What We Don’t Do | | Maintain stock ownership guidelines to reinforce the alignment of executive officer and Shareholder interests | No guarantee of salary increases, bonuses, compensation or equity grants for our executive officers | | Generally require four year vesting periods on equity awards | No non-statutory pension plans or other post-employment benefit plans | | Evaluate the results from the most recent Shareholder advisory vote on executive compensation. | |
Annual Cash Incentives
Annual Cash Incentives Annual cash incentives are used to promote the achievement of specific goals of the Company and are evaluated on an annual basis subject to discretion of the Compensation Committee.
Determination of Total Compensation
Determination of Total Compensation When determining total compensation, the Compensation Committee assesses five primary factors: • the overall performance of the Company; • the Named Executive Officer’s role in that performance; • the compensation earned by the Named Executive Officer; • the compensation of similarly situated executive officers working for peer group companies; and • Shareholder feedback. When linking the Company’s performance and the total compensation of the Named Executive Officers in fiscal 2024, the Compensation Committee used the performance measures provided under the 2011 Equity Incentive Compensation Plan (“2011 EICP”), as well as its subjective assessment of the performance of the Company and individual Named Executive Officer’s contributions. The Compensation Committee meets with the Chief Executive Officer and formerly the Chief Administrative Officer, now the Executive Chairman, to obtain recommendations with respect to the Company’s compensation programs and practices for executives and other employees. The Compensation Committee takes management’s recommendations into consideration but is not bound by management’s recommendations with respect to executive compensation. When the Compensation Committee evaluates the role of each Named Executive Officer in the performance of the Company it considers both the recommendation and evaluation of such Named Executive Officer by the Chief Executive Officer and Executive Chairman (neither of which evaluate their own performance) and the Compensation Committee’s assessment of each Named Executive Officer’s leadership qualities, paying particular attention to the scope of his or her duties and the collaboration of such Named Executive Officer with other team members. The Compensation Committee periodically reviews the Company’s approach to executive compensation in light of the general economic conditions in the semiconductor industry and the Company’s performance. The Compensation Committee also reviews the compensation practices of its peers and periodically, when appropriate, consults with outside advisors and annually reviews the Company’s pay practices and salary ranges. This review includes looking at peer data, such as grant summaries, past grants, executive analysis (e.g. base salary, stock, bonus, etc.), long-term incentives, world-wide salary increase projections, paid for data, and other publicly available data. After the close of fiscal 2024 the Compensation Committee retained Meridian Compensation Partners (“MCP”) as compensation consultants to prepare a market analysis comparing director compensation and executive salary data to published survey data and market peer group data. This market analysis was also utilized by the Compensation Committee after fiscal 2024 to set bonus compensation for 2024 and to adjust base salaries for 2025. In making this retention, the Compensation Committee conducted its independence assessment in accordance with applicable law and did not believe such services performed by MCP presented a conflict of interest. MCP evaluated the competitiveness of Photronics’ Board of Directors pay program against a renewed benchmarking peer group of 19 companies, and made recommendations intended to align the structural aspects of the Company’s director compensation program within peer and market best practice and also re-align total compensation to be within the range of such peer group. In addition, the Compensation Committee engaged MCP to conduct a benchmarking analysis of pay opportunities for the Company’s CEO and other Named Executive Officers, in order to assess the competitiveness of Photronics’ current compensation structure and levels. MPC was retained subsequent to the conclusion of fiscal 2024 and was not paid for any of these services during the 2024 fiscal year. In establishing compensation levels for the Named Executive Officers for fiscal 2024, the Compensation Committee considered compensation at nineteen publicly traded companies in the semiconductor/electronics industries with similar levels of sales and market capitalization. These companies are shown on the chart below. Information regarding these companies and their compensation practices is drawn from their proxy statements. Generally, the Compensation Committee believes that the compensation of its executive officers should be set near the median compensation of this comparison group; however, it is also important to the Compensation Committee that compensation reflect individual performance and the Company’s results which may warrant compensation above or below median.
Determination of Total Compensation
| Compensation Peer Group | | | Advanced Energy Industries, Inc. | Allegro MicroSystems, Inc. | | Alpha and Omega Semiconductor Limited | Axcelis Technologies, Inc. | | Cirrus Logic, Inc. | Cohu, Inc. | | Entegris, Inc. | FormFactor, Inc. | | Ichor Holdings, Ltd. | Kulicke and Soffa Industries, Inc. | | MACOM Technology Solutions Holdings, Inc. | Onto Innovation Inc. | | OSI Systems, Inc. | Penguin Solutions, Inc. | | Power Integrations, Inc. | Semtech Corporation | | Silicon Laboratories Inc. | Ultra Clean Holdings, Inc. | | Veeco Instruments Inc. | |
Base Salary
Base Salary The Compensation Committee evaluates and establishes base salary levels in light of economic conditions (generally and in the regions where executives work) and in comparison to other similarly situated companies. Base salary is designed to recognize an executive’s knowledge, experience level, skill, ability, level of responsibility, and ongoing performance. The Compensation Committee targets base salary for all executives to be at a level consistent with our assessment of their value relative to their peers in the labor market, while also taking into account our need to manage costs. Any recommendations for salary changes to any of the Named Executive Officers (other than the Chief Executive Officer) are made by the Chief Executive Officer and presented to the Compensation Committee for approval. In fiscal 2024, Mr. Rivera received a 12.5% salary increase from $311,313 to $350,009 over fiscal 2023. For fiscal 2025, Mr. Rivera received a 36.6% salary increase from $350,009 to $425,261 over fiscal 2024. Eash increase was as a result of additional responsibility and alignment of salary to the role of Chief Financial Officer, and the fiscal 2025 increase was also based on the results of MCP’s benchmarking analysis. Dr. Lee and Dr. Progler received no salary increase for fiscal 2024 over fiscal 2023, and for fiscal 2025 over fiscal 2024, in order to maintain their respective salaries against the peer group baseline. In fiscal 2024 Mr. Park received a 2.2% salary increase from $319,800 to $327,117 over fiscal 2023. For fiscal 2025, Mr. Park received a 2.5% salary increase from $327,117 to $335,295 over fiscal 2024, consistent with the Company’s annual cost of living increase practices. In fiscal 2024 Mr. Wang received a 1.8% salary increase from $308,048 to $313,593 over fiscal 2023. For fiscal 2025, Mr. Wang received a 2.5% salary increase from $313,593 to $321,433 over fiscal 2024, consistent with the Company’s annual cost of living increase practices. Ms. Burr retired as Chief Administrative Officer, General Counsel and Secretary on September 30, 2024.
Annual Cash Incentives
Annual Cash Incentives Our Named Executive Officers participated in an annual cash incentive program in fiscal 2024. In January 2024, the Compensation Committee met and established criteria for bonus for the first quarter of fiscal 2024 as part of the annual cash incentive program. The Compensation Committee established that the Company would accrue bonus amounts on a percentage of operating income based on the performance of the Company after deduction of the bonus accrual. In February 2024, the Compensation Committee met and revised the objectives for the second, third and fourth quarter based on ranges of the operating income and gross margin. The Company exceeded the percentages for each quarter and accrued bonus amounts based on historical percentages that included the percentages established by the Compensation Committee with respect to operating income and gross margin but also allowed for discretionary bonuses as have been historically granted by the Compensation Committee. The criteria for gross margin and operating income are competitively sensitive and therefore in accordance with Instruction 4 to Item 402 of Regulations S-K are not disclosed, as disclosure would result in competitive harm to the company. The criteria chosen coordinates with our financial and strategic objectives and appropriately balances our short- and long-term goals. Our goals are designed to incentivize building a business with resilience and growth capability as well as long-term sustainable growth. We believe the goals are aggressive but achievable in the difficult and highly competitive industry in which we operate, and the criteria set are difficult to achieve. The Compensation Committee met several times after the conclusion of fiscal 2024 and decided to award the bonuses detailed below to the Named Executive Officers based on the gross margin and operating income achieved by the Company. Furthermore, based on the fact that the Company generated acceptable results in the face of industry headwinds and achieved $131 million in GAAP net income the Compensation Committee awarded the following bonuses to the Named Executive Officers in December 2024. Based on the Company’s financial discipline and achievements for fiscal 2024, the Compensation Committee used its discretion to award bonuses to the Named Executive Officers as set forth below. The Compensation Committee noted that the 2011 Executive Incentive Compensation Plan (the “2011 EICP”) provided that bonuses could not exceed 65% of base salary. However, based on the individual performance of certain Named Executive Officers, the Compensation Committee decided to grant the Named Executive Officers discretionary bonuses outside of the 2011 EICP. The amount of total bonuses awarded to the Named Executive Officers including the discretionary bonuses granted outside of the 2011 EICP in December 2024 were as follows:
Annual Cash Incentives
| Dr. Frank Lee | $603,835 | | Mr. H.K. Park | $294,406 | | Dr. Christopher J. Progler | $222,903 | | Mr. Eric Rivera | $315,008 | | Mr. David Wang | $282,234 |
Annual Cash Incentives
Ms. Burr and Mr. Jordan did not receive bonuses for fiscal 2024 as they were not employed by the Company at the conclusion of the fiscal year. The Compensation Committee plans to establish goals for fiscal 2025 pursuant to the terms of the 2011 EICP related to gross margin and operating income. The targets for gross margin and operating income are competitively sensitive and therefore in accordance with Instruction 4 to Item 402 of Regulations S-K will not be disclosed, as disclosure would result in competitive harm to the company.
Stock-Based Awards
Stock-Based Awards The Company’s long-term incentive program used restricted stock for fiscal 2024. The Company’s equity incentive plan described below allows for the grant of stock options and restricted stock awards to directors, executive officers of the Company, and other employees of the Company. The Compensation Committee believes that the grant of restricted stock awards provides a strong link between executive compensation and Shareholder return, aligning the long-term interests of its executives with those of the Shareholders and thereby promoting strategic planning while minimizing excessive risk. For the purpose of aiding the Company and its subsidiaries in attracting, retaining, and motivating qualified personnel, the Company adopted a long-term equity incentive compensation plan (the “LTEIP”) in 2016. In fiscal 2023, the LTEIP was amended with Shareholder approval (the “Amended LTEIP”). The Company has proposed a new Equity Incentive Plan for 2025 (the “2025 Equity Incentive Plan”) to supersede and replace the Amended LTEIP, as disclosed in Proposal 2. The Amended LTEIP is administered by the Compensation Committee. The Compensation Committee has the authority to determine, subject to the provisions of the Amended LTEIP, who will be granted awards, the terms and conditions of awards, and the number of shares subject to, or the cash amount payable with respect to, an award. The Compensation Committee may also make factual determinations in connection with the administration or interpretation of the Amended LTEIP. To the extent not prohibited by applicable laws, rules, and regulations, the Compensation Committee may also, from time to time, delegate some or all of its authority under the Amended LTEIP to a subcommittee or to other persons or groups of persons as it deems necessary, appropriate, or advisable. Additionally, subject to applicable laws, rules and regulations, any authority or responsibility that, under the terms of the Amended LTEIP may be exercised by the Compensation Committee, may alternatively be exercised by the Board of Directors of the Company. Grants of equity awards under the Amended LTEIP are generally decided every November or December and awards are usually granted in January. Grants to Named Executive Officers under the Amended LTEIP are based on job responsibilities and the potential for individual contribution impacting the Company’s overall performance. When considering grants, the Compensation Committee exercises judgment and discretion, looking at each executive’s scope of responsibility and individual performance as well as the performance of the Company, and also considers previous stock award grants to align generally with its overall compensation philosophy. For example, the Compensation Committee may consider reducing grants in a particular year when a Named Executive Officer has large realizable gains from stock award grants in previous years. Other than inducement awards to new officers or other awards permitted to be granted outside of a Shareholder approved equity plan under NASDAQ rules, the Company makes all grants of restricted stock pursuant to the terms of the Amended LTEIP. The annual stock grant is a collaborative process between the Compensation Committee and the Chief Executive Officer for determining the total pool of shares available for award. The Compensation Committee approves the total number of shares available for grant. The Chief Executive Officer then provides individual grant recommendations to the Compensation Committee (except for his own) for his senior management team including the Named Executive Officers for review and approval by the Compensation Committee. The Chief Executive Officer’s recommendation is a subjective evaluation of the Named Executive Officers’ individual contributions to the performance of the Company as a whole, the level of incentive compensation previously received, as well as the market price of the common stock on the date of grant. The Compensation Committee considers the aggregate number of shares available, the number of shares previously awarded and the number of individuals to whom the Company wishes to grant equity awards, as well as the factors set forth in the immediately preceding paragraph. The Compensation Committee reserves the right to consider any factors it considers relevant under the circumstances then prevailing in reaching its determination regarding the amount of each equity award. The Chief Executive Officer’s and Executive Chairman’s grants are determined by the Compensation Committee in its sole discretion, based on the Compensation Committee’s evaluation of the Chief Executive Officer’s and Executive Chairman’s expected contribution to the Company’s future success, the level of incentive compensation previously awarded, the overall performance of the Company, a review of the Chief Executive Officer’s and Executive Chairman’s peer group compensation, and the market price of the Common Stock on the date of grant. When determining the long-term incentive grants that were decided by the Compensation Committee in the later part of 2024 but awarded in early 2025, the Compensation Committee considered the overall performance of the Company in fiscal 2024. The Compensation Committee also reviewed the restricted stock awards that were granted last year, as well as the cost of such grants to the Company all in connection with the performance of the Company for fiscal 2024. The Compensation Committee also reviewed the grant history of the Company’s peers and the compensation given to peer company Named Executive Officers and based on the totality of its review and analysis the Compensation Committee decided to grant the awards shown below to the Named Executive Officers. The Compensation Committee has the authority under the Amended LTEIP to select the individuals who will be granted awards from among the officers, employees, directors, non-employee directors, consultants, advisors, and independent contractors of the Company or a subsidiary of the Company. A maximum of five million (5,000,000) shares of Common Stock may be issued under the Amended LTEIP. Based on the segment revenue and operational efficiencies achieved by the Company and the performance of certain individuals in connection with the internal review disclosed in our Form 8-K filed on June 11, 2024, the Compensation Committee awarded the following Executive Officers the following grants of restricted stock on January 3, 2025. The grants of equity awards are based on a variety of factors including market and peer group data, the ability of the executive to impact long-term shareholder value, the executive’s prior contributions and performance and the currently outstanding equity grants held by the executive and to closely align the incentives with the interests of our Shareholders.
Stock-Based Awards
| | Shares of Restricted Stock | | Dr. Frank Lee | 80,000 | | Mr. H. K. Park | 38,000 | | Dr. Christopher J. Progler | 28,000 | | Mr. Eric Rivera | 38,000 | | Mr. David Wang | 38,000 |
Stock-Based Awards
The shares of restricted stock will, consistent with earlier grants, vest in four equal increments over the next four years. All stock awards granted are subject to acceptance by the respective recipients of the terms of the stock award agreements. No stock options were granted to any Named Executive Officers in this compensation cycle.
Employment Agreements
Employment Agreements In order to retain the Named Executive Officers and retain continuity of management in the event of an actual or threatened change of control, the Company has entered into employment agreements with certain of the Named Executive Officers. Each agreement covers title, duties and responsibilities, and stipulates compensation terms. Each employment agreement also sets forth the severance benefits due in the event of a change in control or termination without cause. These employment agreements are described below under the caption “Certain Agreements.” The estimate of the compensation that would be payable in the event of a change in control or termination without cause is described below under the caption “Potential Payments Upon Termination or Change in Control.” The Compensation Committee believes that these agreements are a competitive requirement to attract and retain highly qualified executive officers. Before authorizing the Company to enter into the employment agreements with the Named Executive Officers, the Compensation Committee analyzed each of the termination and change in control arrangements and determined that each arrangement was advisable and appropriate under the circumstances of the Company and given the circumstances of each of the individual Named Executive Officers. The Compensation Committee will review these arrangements again upon the renewal of each employment agreement.
CEO PAY RATIO
CEO PAY RATIO As required by SEC rules, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Dr. Frank Lee, our Chief Executive Officer. For the fiscal year ended October 31, 2024: • the median of salary and bonus compensation of all employees of our Company for fiscal 2024 is estimated to be: $48,071; • the total compensation of Dr. Frank Lee for fiscal 2024 was $4,926,253; and • based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees is estimated to be 102 to 1. Excluding our Chief Executive Officer, we identified the median employee by examining the 2024 total annual base salary plus bonus for all individuals who were employed as of October 31, 2024. We included all our employees, whether full-time or part-time. For any employee that we paid in currency other than U.S. Dollars, we then applied the applicable foreign currency exchange rate as of October 31, 2024 to convert such employee’s total compensation into U.S. Dollars. Once we identified our median employee, we added together all of the elements of such employee’s compensation for 2024 in the same way that we calculate the annual total compensation of our Named Executive Officers in the Summary Compensation Table including overtime, bonus, matching contribution pursuant to the Company 401(k) savings and profit sharing and vacation payout, if applicable. To calculate our ratio, we used Dr. Lee’s salary for fiscal 2024 plus his bonus for fiscal 2024 performance plus his stock award granted in fiscal 2024 and divided that amount by the median employee’s annual total compensation.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Frank Lee Chief Executive Officer | 2024 | 750,000 | 603,853 | 3,572,400 | — | 4,926,253 | | | 2023 | 750,000 | 1,300,000 | 2,011,200 | — | 4,061,200 | | | 2022 | 650,000 | 963,800 | 1,310,550 | — | 2,924,350 | | H.K. Park Senior Vice President and General Manager of FPD Operations | 2024 | 319,800 | 294,406 | 1,190,800 | 16,860(2) | 1,821,866 | | | 2023 | 312,000 | 374,400 | 502,800 | 204,849(3) | 1,394,049 | | | — | — | — | — | — | — | | Christopher J. Progler Executive Vice President, Chief Technology Officer, Strategic Planning | 2024 | 445,805 | 222,903 | 1,190,800 | 25,437(4) | 1,884,945 | | | 2023 | 434,932 | 347,946 | 838,000 | 17,800(5) | 1,638,678 | | | 2022 | 418,214 | 313,653 | 771,200 | 17,800(5) | 1,520,857 | | Eric Rivera Executive Vice President and Chief Financial Officer | 2024 | 311,313 | 315,008 | 985,260 | 20,429(6) | 1,632,010 | | | — | — | — | — | — | — | | | — | — | — | — | — | — | | David Wang Senior Vice President, COO of Asia IC and US/EU Mainstream Operations | 2024 | 308,048 | 282,234 | 1,190,800 | 15,022(7) | 1,796,104 | | Richelle Burr(8) Former Executive V.P., Chief Administration Officer, G.C. and Secretary | 2024 | 485,878 | 0 | 1,786,200 | 137,359(9) | 2,409,437 | | | 2023 | 503,500 | 505,000 | 1,005,600 | 15,851(10) | 2,029,437 | | | 2022 | 475,000 | 505,712 | 448,270 | 15,556(10) | 1,998,618 | | John P. Jordan(11) Former Executive Vice President and Chief Financial Officer | 2024 | 141,923 | 0 | 0 | 354,257(12) | 496,181 | | | 2023 | 410,000 | 0 | 335,200 | 15,154(13) | 760,354 | | | 2022 | 410,000 | 102,500 | 771,200 | 17,800(13) | 1,301,500 |
SUMMARY COMPENSATION TABLE
____________ (1) The amounts shown in the “Stock Awards” column represent the closing price of the Common Stock on the date of grant multiplied by the number of shares awarded in accordance with ASC No. 718. (2) Represents $16,860 apartment allowance. (3) Represents $16,860 apartment allowance, $1,640 for use of a company driver and $186,349 tax equalization payment (now discontinued). (4) Represents $12,000 car allowance and $13,437 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan. (5) Represents $12,000 car allowance and $5,800 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan. (6) Represents $12,000 car allowance and $8,429 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan. (7) Represents $15,022 apartment allowance. (8) Ms. Burr retired from all positions with the Company effective September 30, 2024. (9) Includes: (a) an $11,000 car allowance, and (b) a $7,503 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan, each paid by the Company prior to Ms. Burr’s separation; as well as: (c) a $47,143 vacation payout paid post-separation; and (d) $19,850 in severance payments, (e) a $50,000 legal fees reimbursement, and (f) $1,864 in COBRA payments made by the Company pursuant to the Separation Agreement between the Company and Ms. Burr disclosed in our Form 8-K filed October 4, 2024 (the “Burr Separation Agreement”). (10) Represents a $12,000 car allowance and $3,851 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan in fiscal 2023, and a $12,000 car allowance and $3,556 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan in fiscal 2022. (11) Mr. Jordan retired from all positions with the Company effective February 23, 2024. (12) Includes: (a) a $4,000 car allowance, and (b) a $5,008 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan, each paid by the Company prior to Mr. Jordan’s separation; as well as: (c) a $39,423 vacation payout paid post-separation; and (d) $283,846 in severance payments, and (e) $21,981 in COBRA payments made by the Company pursuant to the Separation Agreement between the Company and Mr. Jordan disclosed in our Form 8-K filed January 23, 2024 (the “Jordan Separation Agreement”). (13) Represents a $12,000 car allowance and $3,154 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan in fiscal 2023, and a $12,000 car allowance and $5,800 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan in fiscal 2022.
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL 2024
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL 2024 During the fiscal year ended October 31, 2024, the following plan-based awards were granted to the Named Executive Officers:
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL 2024
| Name | Grant Date | Non-Equity Award | All Other Stock Awards: Number of shares of stock or units(1) | Grant Date Fair Value of Stock and Option Awards $ | | Frank Lee | 01/03/2024 | | 120,000 | 3,572,400 | | HK Park | 01/03/2024 | | 40,000 | 1,190,800 | | Christopher J. Progler | 01/03/2024 | | 40,000 | 1,190,800 | | Eric Rivera | 01/03/2024 | | 13,000 | 387,010 | | | 10/01/2024 | | 25,000 | 598,250 | | David Wang | 01/03/2024 | | 40,000 | 1,190,800 | | Richelle Burr | 01/03/2024 | | 60,000 | 1,786,200 | | John P. Jordan | N/A | | 0 | 0 |
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL 2024
(1) Restricted stock awards vest 25% per year beginning one year after the grant date, with full vesting on the fourth anniversary of the grant date. See the CD&A for an explanation of the amount of salary and bonus in proportion to total compensation and a description of the material terms of plan-based awards.
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| | Option Awards | | | | | Stock Awards | | | Name | Grant Date | No. of Securities Underlying Unexercised Options (#) Exercisable | No. of Securities Underlying Unexercised Options(1) (#) Un-exercisable | Option Exercise Price ($) | Option Expiration Date | No. of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Frank Lee | 12/19/2014 | 30,000 | | 8.23 | 12/19/2024 | | | | | 1/4/2016 | 33,000 | | 12.13 | 1/4/2026 | | | | | 1/3/2017 | 20,000 | | 11.35 | 1/3/2027 | | | | | 3/7/2017 | 10,000 | | 10.75 | 3/7/2027 | | | | | 1/2/2018 | 20,000 | | 8.60 | 1/2/2028 | | | | | 1/2/2021 | | | | | 8,750(2) | 199,500 | | | 1/3/2022 | | | | | 20,000(2) | 456,000 | | | 5/18/2022 | | | | | 17,500(2) | 206,550 | | | 1/3/2023 | | | | | 90,000(2) | 2,052,000 | | | 1/3/2024 | | | | | 120,000(2) | 2,736,000 | | HK Park | 1/3/2021 | | | | | 5,000(2) | 114,000 | | | 1/2/2022 | | | | | 12,500(2) | 285,000 | | | 1/3/2023 | | | | | 22,500(2) | 513,000 | | | 1/3/2024 | | | | | 40,000(2) | 912,000 | | Christopher J. Progler | 1/4/2016 | 33,000 | | 12.13 | 1/4/2026 | | | | | 1/3/2017 | 15,000 | | 11.35 | 1/3/2027 | | | | | 1/2/2018 | 15,000 | | 8.60 | 1/2/2028 | | | | | 1/2/2021 | | | | | 8,750(2) | 199,500 | | | 1/3/2022 | | | | | 20,000(2) | 456,000 | | | 1/3/2023 | | | | | 37,500(2) | 855,000 | | | 1/3/2024 | | | | | 40,000(2) | 912,000 | | Eric Rivera | 1/2/2019 | 1,000 | | 9.78 | 1/2/2029 | | | | | 1/2/2021 | | | | | 1,492(2) | 34,017 | | | 1/3/2022 | | | | | 4,225(2) | 96,330 | | | 1/3/2023 | | | | | 13,125(2) | 299,250 | | | 1/3/2024 | | | | | 13,000(2) | 296,400 | | | 10/1/2024 | | | | | 25,000(2) | 570,000 | | David Wang | 1/2/2021 | | | | | 2,125(2) | 48,450 | | | 1/3/2022 | | | | | 4,500(2) | 102,600 | | | 1/3/2023 | | | | | 22,500(2) | 513,000 | | | 1/3/2024 | | | | | 40,000(2) | 912,000 | | Richelle Burr | 1/2/2021 | | | | | 8,750(2) | 199,500 | | | 1/3/2022 | | | | | 10,000(2) | 228,000 | | | 1/3/2023 | | | | | 15,000(2) | 342,000 | | | 1/3/2024 | | | | | 15,000(2) | 342,000 | | John P. Jordan | 1/3/2020 | | | | | 8,750(2) | 160,650 | | | 1/2/2021 | | | | | 17,500(2) | 321,300 | | | 1/3/2022 | | | | | 30,000(2) | 550,800 | | | 1/3/2023 | | | | | 20,000(2) | 367,200 |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
(1) The options vest 25% on each of the first 4 anniversaries of the date of the grant. (2) Represents restricted stock awards which vest 25% on each of the first 4 anniversaries of the date of the grant.
OPTION EXERCISES AND STOCK VESTED FISCAL YEAR ENDED OCTOBER 31, 2024
OPTION EXERCISES AND STOCK VESTED FISCAL YEAR ENDED OCTOBER 31, 2024
OPTION EXERCISES AND STOCK VESTED FISCAL YEAR ENDED OCTOBER 31, 2024
| | Option Awards | | Stock Awards | | | Name | No. of Shares Acquired On Exercise (#) | Value Realized on Exercise ($) | No. of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Frank Lee | 30,000 | 377,580 | 66,250 | 1,971,913 | | H.K. Park | 0 | 0 | 22,250 | 675,275 | | Christopher J. Progler | 0 | 0 | 40,000 | 1,200,338 | | Eric Rivera | 0 | 0 | 9,305 | 278,636 | | David Wang | 0 | 0 | 13,625 | 407,933 | | Richelle Burr | 105,500 | 1,535,290 | 48,750 | 1,456,874 | | John P. Jordan | 0 | 0 | 56,250 | 1,642,300 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K we are providing the following information about the relationship between executive Compensation Actually Paid (“CAP”) for our Chief Executive Officer, also referred to as our principal executive officer (“PEO”), and our other Named Executive Officers (“NEOs”) and certain financial performance metrics of the Company for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information on the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to “Compensation Discussion and Analysis.”
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year (a) | Summary compensation table total for PEO (b) | | Compensation actually paid to PEO (c) | | Average summary compensation table total for non-PEO named executive officers (d) | Average compensation actually paid to non-PEO named executive officers (e) | Value of initial fixed $100 investment based on: | | Net income ($ Million) (h) | Revenue ($ Million) (i) | | | | | | | | | Total Shareholder return (f) | MSCI US Semi & Semi Equipment GICS Index (g) | | | | | (1) | (2) | (3) | (4) | (5) | | | | | | | 2024 | 4,926,253 | — | 5,450,366 | — | 1,673,424 | 1,571,964 | 233.85 | 152.70 | 130.7 | 866.9 | | 2023 | 4,061,200 | — | 4,458,400 | — | 1,455,630 | 1,650,789 | 188.31 | 113.71 | 125.5 | 892.1 | | 2022 | 2,924,350 | 2,470,279 | 3,238,267 | 388,101 | 1,606,992 | 1,850,223 | 166.36 | 102.40 | 118.8 | 824.5 | | 2021 | — | 2,006,994 | — | 2,638,843 | 1,119,162 | 1,439,535 | 132.93 | 125.01 | 55.4 | 663.8 |
Pay Versus Performance
____________ (1) Amounts shown reflect the total compensation reported for Dr. Lee, our CEO effective 2022, as set forth in the Summary Compensation Table (SCT) or prior year tables. (2) Amounts shown reflect the total compensation reported for Dr. Kirlin, our former CEO through 2022, as set forth in the SCT or prior year tables. (3) Amounts shown reflect the compensation actually paid to Dr. Lee, our CEO effective 2022, as set forth in the table below. (4) Amounts shown reflect the compensation actually paid to Dr. Kirlin, our former CEO through 2022, as set forth in the table below. (5) Non-PEO executives include the following individuals: • 2024: H.K. Park, Christopher J. Progler, Eric Rivera, David Wang, Richelle Burr, John P. Jordan • 2023: H.K. Park, Christopher J. Progler, Richelle Burr, John P. Jordan • 2022: Christopher J. Progler, Richelle Burr, John P. Jordan • 2021: Frank Lee, Christopher J. Progler, Richelle Burr, John P. Jordan
Pay Versus Performance
| Compensation actually paid to PEO | | | | | | | | | | Year | Summary Comp Table Total | Deduct Reported Grant Date Fair Value of Equity Awards(1) | The fair value as of the end of the covered year for all stock and option awards that were granted during the year and remain unvested as of the end of the covered year. | The change in fair value (whether positive or negative) as of the end of the covered year for any awards granted in any prior fiscal year that remain outstanding and unvested as of the end of the covered year. | The fair value as of the vesting date for any awards that were granted and vested in the covered fiscal year. | Forfeitures | The change in fair value (whether positive or negative) as of the vesting date of any awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year. | Total Compensation Actually Paid (CAP) | | (a) | (b) | (c) | (d) | (e) | (f) | | (h) | (i) | | 2024 (Lee)(2) | 4,926,253 | (3,572,400) | 2,736,000 | 604,950 | 0 | | 755,563 | 5,450,366 | | 2023 (Lee) | 4,061,200 | (2,011,200) | 2,203,200 | 176,550 | 0 | | 28,650 | 4,458,400 | | 2022 (Lee) | 2,924,350 | (1,310,550) | 1,216,500 | 173,613 | 0 | | 234,354 | 3,238,267 | | 2022 (Kirlin)(3) | 2,470,279 | (1,735,200) | 0 | 0 | 0 | (1,623,750) | 500,570 | (388,101) | | 2021 (Kirlin) | 2,006,994 | (932,450) | 1,104,150 | 382,667 | 0 | | 77,482 | 2,638,843 |
Pay Versus Performance
(1) The grant date fair value of equity awards in column (c) represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (2) Amounts shown include the compensation actually paid to Dr. Lee, our CEO. (3) Amounts shown include amounts actually paid to Dr. Kirlin, our former CEO.
Pay Versus Performance
| Average Compensation actually paid to Non-PEO NEO(s)(1) | | | | | | | | | | Year | Summary Comp Table Total Average | Deduct Average Reported Grant Date Fair Value of Equity Awards(2) | The fair value as of the end of the covered year for all stock and option awards that were granted during the year and remain unvested as of the end of the covered year. | The change in fair value (whether positive or negative) as of the end of the covered year for any awards granted in any prior fiscal year that remain outstanding and unvested as of the end of the covered year. | The fair value as of the vesting date for any awards that were granted and vested in the covered fiscal year. | Forfeitures | The change in fair value (whether positive or negative) as of the vesting date of any awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year. | Average Total Compensation Actually Paid (CAP) | | (a) | (b) | (c) | (d) | (e) | (f) | | (h) | (i) | | 2024 | 1,673,424 | (1,057,310) | 657,400 | 139,095 | 0 | (206,550) | 365,905 | 1,571,964 | | 2023 | 1,455,630 | (670,400) | 734,400 | 113,688 | 0 | | 17,471 | 1,650,789 | | 2022 | 1,606,992 | (848,250) | 729,900 | 166,883 | 0 | | 194,698 | 1,850,223 | | 2021 | 1,119,162 | (448,270) | 474,135 | 158,104 | 58,455 | | 77,949 | 1,439,535 |
Pay Versus Performance
____________ (1) The ‘Compensation Actually Paid’ to Non-PEO NEOs reflects amounts for all individuals who served as Non-PEO Named Executive Officers at any point during the year, including those who served only part of the year due to executive transitions. Non-PEO executives include the following individuals: • 2024: H.K. Park, Christopher J. Progler, Eric Rivera, David Wang, Richelle Burr, John P. Jordan • 2023: H.K. Park, Christopher J. Progler, Richelle Burr, John P. Jordan • 2022: Christopher J. Progler, Richelle Burr, John P. Jordan • 2021: Frank Lee, Christopher J. Progler, Richelle Burr, John P. Jordan (2) The grant date fair value of equity awards in column (c) represents the average of the amounts reported in the ‘Stock Awards’ and ‘Option Awards’ columns in the Summary Compensation Table for all Non-PEO NEOs for the applicable year.
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Performance Measures
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Performance Measures The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR, and our Peer Group TSR, in each case, over the four most recently completed fiscal years. The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, our Net Income and our Revenue, in each case, during the four most recently completed fiscal years.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Dr. Lee and Dr. Progler have employment agreements with the Company that provide for severance payments in the event of termination by the Company without cause, termination upon a change of control, or resignation by such Named Executive Officer with good reason. The employment agreements are further described above under the caption “Certain Agreements.” The table below was prepared as if the Named Executives Officer’s employment was terminated as of October 31, 2024, the last business day of our 2024 fiscal year and, if applicable, a change in control occurred on that date. The table also utilizes the closing share price of Common Stock on October 31, 2024.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Severance Payment ($)(1) | Benefit Plans ($)(2) | Options ($) | Restricted Stock ($)(3) | Total ($) | | Frank Lee Termination without cause or resignation for good reason | 750,000 | | | | 750,000 | | Termination upon change of control | 1,125,000 | | | 5,842,500 | 6,967,500 | | Christopher J. Progler Termination without cause or resignation for good reason | 434,932 | 18,000 | | | 452,932 | | Termination upon change of control | 652,398 | 18,000 | | 2,422,500 | 3,092,898 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
____________ (1) Assumes no bonus will be paid as part of the severance payment. The calculation was based on base salary for fiscal 2024. (2) Assumes a payment of $1,500 per month for COBRA premiums for 12 months. (3) The value of restricted stock assumes all unvested outstanding awards as of October 31, 2024, were immediately vested upon the change of control, regardless of whether termination of employment, for any reason has occurred, as provided under the Company’s stock incentive plans. In the case of restricted stock the value is based on the number of outstanding shares that would not ordinarily have vested as of October 31, 2024, multiplied by $22.80, the closing share price on October 31, 2024.
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The following table discloses the compensation of the non-employee directors who served as our directors during the fiscal year ended October 31, 2024.
DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Walter M. Fiederowicz | 125,000(2) | 446,500(1) | 571,550 | | Adam Lewis | 105,000(3) | 446,500(1) | 551,550 | | Daniel Liao | 100,000(4) | 446,500(1) | 546,550 | | Constantine S. Macricostas | 130,000(5) | 446,500(1) | 576,550 | | George C. Macricostas | 125,000(6) | 446,500(1) | 571,550 | | Mary Paladino | 120,000(7) | 446,500(1) | 566,550 | | Mitchell G. Tyson | 107,500(8) | 446,500(1) | 554,050 |
DIRECTOR COMPENSATION TABLE
____________ (1) Represents grant date fair value of 15,000 shares of restricted stock granted on January 3, 2024 with a closing stock price of $29.77. The restricted stock vests quarterly over a year from the date of grant. As of October 31, 2024, the directors had the following aggregate unvested restricted shares: Fiederowicz: 3,750; Lewis: 3,750; Liao: 3,750; C. Macricostas: 3,750; G. Macricostas: 3,750; Paladino: 3,750; Tyson: 3,750. (2) Represents $50,000 as an annual retainer, $20,000 as Chairman of the Audit Committee (prorated for half-year service), $10,000 as Vice Chairman of the Audit Committee (prorated for half-year service), $20,000 as Vice Chairman of the Compensation Committee, and $25,000 for meeting fees (5 meetings at $5,000 per meeting). (3) Represents $50,000 as an annual retainer, $10,000 as Chairman of the Nominating Committee (prorated for half-year service), $7,500 as Chairman of the Cyber Security Committee (prorated for half-year service), $7,500 as a member of the Audit Committee (prorated for half-year service), $5,000 as a member of the Nominating Committee, and $25,000 for meeting fees (5 meetings at $5,000 per meeting). (4) Represents $50,000 as an annual retainer, $15,000 as a member of the Compensation Committee, $10,000 as a member of the Nominating Committee, and $25,000 for meeting fees (5 meetings at $5,000 per meeting). (5) Represents $50,000 as an annual retainer, $50,000 as Chairman of the Board of Directors, $5,000 as a member of the Cyber Security Committee, and $25,000 for meeting fees (5 meetings at $5,000 per meeting). (6) Represents $50,000 as an annual retainer, $40,000 as Chairman of the Compensation Committee, $5,000 as a member of the Cyber Security Committee (prorated for half-year service), $5,000 as a member of the Nominating Committee (prorated for half-year service), and $25,000 for meeting fees (5 meetings at $5,000 per meeting). (7) Represents $50,000 as an annual retainer, $20,000 as Chairperson of the Audit Committee (prorated for half-year service), $10,000 as Vice Chair of the Audit Committee (prorated for half-year service), $15,000 as a member of the Compensation Committee, and $25,000 for meeting fees (5 meetings at $5,000 per meeting) (8) Represents $50,000 as an annual retainer, $10,000 as Chairman of the Nominating Committee (prorated for half-year service), $15,000 as a member of the Audit Committee, $7,500 as Chairman of the Cyber Security Committee, and $25,000 for meeting fees (5 meetings at $5,000 per meeting).