DEF 14A of Photronics Inc
Filed Feb 23, 2026 · FY20250001539497-26-000750
PROPOSAL 1 ELECTION OF DIRECTORS
PROPOSAL 1 ELECTION OF DIRECTORS The Board has nominated eight directors to be elected at the 2026 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 2027 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 | | Michelle Almeida (50 years) | 2026 | Director | | David A. Garcia (58 years) | 2024 | Director | | Dr. Frank Lee (73 years) | 2022 | Director/President – PDMC | | Adam Lewis (47 years) | 2022 | Lead Independent Director | | Daniel Liao (72 years) | 2020 | Director | | Constantine S. Macricostas (90 years) | 1974 | Director | | George C. Macricostas (56 years) | 2002 | Chairman/Chief Executive Officer | | Mitchell G. Tyson (71 years) | 2004 | Director |
PROPOSAL 1 ELECTION OF DIRECTORS
Messrs. Garcia, Lewis, Liao, and Tyson and Ms. Almeida qualify as independent under applicable NASDAQ rules. The Company’s Board of Directors has Audit, Compensation, Cybersecurity and Nominating Committees, the current members of which shown in the following chart. The Board will update the members of these Committees following the results of the elections at the 2026 Annual Shareholder Meeting.
PROPOSAL 1 ELECTION OF DIRECTORS
| | Compensation Committee | Audit Committee | Nominating Committee | Cybersecurity Committee | | Chair | David Garcia | Adam Lewis | Daniel Liao | Mitch Tyson | | Member(s) | Adam Lewis Daniel Liao Constantine Macricostas (non-voting observer) | David Garcia Daniel Liao | Adam Lewis | Mary Paladino Constantine Macricostas |
PROPOSAL 1 ELECTION OF DIRECTORS
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. Ms. Michelle Almeida was appointed to the board on January 1, 2026 and has over 25 years of experience in finance with a proven track record in treasury and financial planning and analysis. Ms. Almeida has served since September 2023 as Senior Vice President and Treasurer at Compass Datacenters, where she played a key role in executing a $1B+ divestiture transaction, developed and implemented AI-driven forecasting models to enhance capital planning, liquidity projections, and scenario analysis, manages global liquidity to support capital projects and construction planning across international markets, and works with the capital markets team to structure and execute financing strategies aligned with growth objectives. Prior to this she served as Treasurer, FP&A & AR for Sonida Senior Living Inc. in Dallas, Texas, where she established the enterprise FP&A function, drove cash preservation strategies, accelerating liquidity generation, advised the C-suite on capital structure, risk management, and financial policy alignment, and negotiated with lenders to strengthen liquidity and optimize financing terms. From 2017 to 2022 Ms. Almeida served as Senior Director, Corporate Treasury & Finance for Aimbridge Hospitality in Plano, Texas, where she oversaw global liquidity, delivered lender and board reporting for $3B+ revenue portfolio, integrated treasury functions across four strategic acquisitions, and automated cash-flow forecasting and centralized treasury operations. Ms. Almeida earned her Master of Science in Accounting from the University of Pune in Pune, India. Ms. Almeida has not yet been appointed to any Committees. Mr. David Garcia was appointed to the Board in December 2024. A strategic advisor since March 2023, he brings more than 30 years of legal experience, counseling both publicly and privately held companies on corporate governance and financial and strategic transactions. 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 until he left private practice 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 Audit 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. Dr. Lee stepped down as President and CEO in May 2025 and currently serves as President of our PDMC subsidiary. 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 leadership ability 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 Lead Independent Director, as well as Chairman of the Audit Committee, and member of the Compensation Committee and Nominating 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 Chairman of the Nominating Committee and a member of the Compensation Committee.
PROPOSAL 1 ELECTION OF DIRECTORS
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., a private foundation formed in 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 because of his contributions the university named its Liberal Arts School the Macricostas School of Arts and Science. Mr. Macricostas was associated with the American School of Classical Studies in Athens, Greece, and was an Overseer at the ASCSA’s Gennadius Library, where Mr. Macricostas made possible the library’s Makriyiannis Wing. Mr. Macricostas is a member of the Board’s Cybersecurity Committee and a non-voting advisor to the Compensation 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, and Chairman and Chief Executive Officer in May 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. 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 Cybersecurity Committee of the Board. Mr. Tyson brings leadership and extensive business experience as well as finance expertise to the Board.
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. | |
Compensation Objectives
| • | to provide competitive compensation to attract, retain and motivate talented employees and foster teamwork as well as support the Company’s achievement of its financial and strategic goals; |
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
| • | the compensation of similarly situated executive officers working for peer group companies; and |
Determination of Total Compensation
When linking the Company’s performance and the total compensation of the Named Executive Officers in fiscal 2025, 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, the Chief Financial Officer and the Chief Administrative Officer 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 Chief Financial Officer (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 2025 the Compensation Committee retained F. W. Cook as compensation consultants to refresh the Company’s Peer Group and update the market analysis comparing director compensation and executive salary data to published survey data and market peer group data. This updated Peer Group and market analysis was also utilized by the Compensation Committee after fiscal 2025 to set bonus compensation for 2025 and to adjust base salaries for 2026. In making this retention, the Compensation Committee conducted its independence assessment in accordance with applicable law and did not believe such services performed by F. W. Cook presented a conflict of interest. F. W. Cook 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 F. W. Cook 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. F. W. Cook was retained late in fiscal 2025 and was paid $33,432 in the first quarter of fiscal 2026. In establishing compensation levels for the Named Executive Officers for fiscal 2025, 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 | | | ACM Research, Inc. | Advanced Energy Industries, Inc. | | Allegro MicroSystems, Inc. | Alpha and Omega Semiconductor Limited | | Axcelis Technologies, Inc. | Cohu, Inc. | | Diodes Incorporated | FormFactor, Inc. |
Base Salary
| (5) Dr. Progler received no salary increase for fiscal 2025 over fiscal 2024 in order to maintain his compensation level against the peer group baseline. In fiscal 2026 Dr. Progler received no salary increase. |
Base Salary
| (6) Mr. Rivera’s increase for fiscal 2025 over fiscal 2024 was to align his salary to the role of Chief Financial Officer consistent with a third-party benchmarking analysis. For fiscal 2026, Mr. Rivera received an initial 8.4% salary increase to $461,000 as a result of additional responsibility and additional benchmarking analysis by F. W. Cook. In February 2026 he received an additional 13.8% salary increase in light of his additional responsibilities as President and Chief Financial Officer. |
Annual Cash Incentives
Annual Cash Incentives Our Named Executive Officers participated in an annual cash incentive program in fiscal 2025. In April 2025, the Compensation Committee met and established criteria for bonus for fiscal 2025 as part of the annual cash incentive program. The Compensation Committee established that the Company would accrue bonus amounts on a percentage of gross margin and operating income based on the performance of the Company after deduction of the bonus accrual 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. Based on the Compensation Committee’s holistic evaluation of the Company’s overall fiscal 2025 achievements, financial discipline, strategic accomplishments, individual performance and a review of pay versus performance comparisons to our peers as provided by F.W. Cook, the Committee awarded cash bonuses to the Named Executive Officers as set forth below:
Annual Cash Incentives
| Mr. George C. Macricostas | $675,000 | | Dr. Frank Lee | $509,484 | | Mr. H.K. Park | $205,533 | | Dr. Christopher J. Progler | $0 | | Mr. Eric Rivera | $340,209 | | Mr. David Wang | $233,652 |
Annual Cash Incentives
The Compensation Committee plans to establish goals for fiscal 2026 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 units for fiscal 2025. The Company’s equity incentive plan described below allows for the grant of stock options and restricted stock unit awards to directors, executive officers of the Company, and other employees of the Company. The Compensation Committee believes that the grant of restricted stock units (which are settled in common stock) 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, in 2016 the Company adopted a long-term equity incentive compensation plan (the “LTEIP”), which was amended in fiscal 2023 with Shareholder approval (the “Amended LTEIP”). In 2025, the Company adopted and shareholders approved a new Equity Incentive Plan (the “2025 Equity Incentive Plan”) to supersede and replace the Amended LTEIP. The 2025 Equity Incentive Plan is administered by the Compensation Committee. The Compensation Committee has the authority to determine, subject to the provisions of the 2025 Equity Incentive Plan, 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 2025 Equity Incentive Plan. 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 2025 Equity Incentive Plan 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 2025 Equity Incentive Plan 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 2025 Equity Incentive Plan are generally decided every November or December and awards are usually granted in January. Grants to Named Executive Officers under the 2025 Equity Incentive Plan 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 equity-linked 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 equity-linked grants pursuant to the terms of the 2025 Equity Incentive Plan. 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 then-prevailing circumstances in reaching its determination regarding the amount of each equity award. The Chief Executive Officer’s and Chief Financial Officer’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 Chief Financial Officer’s 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 Chief Financial Officer’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 2025 but awarded in early 2026, the Compensation Committee considered the overall performance of the Company in fiscal 2025. 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 2025. 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 2025 Equity Incentive Plan 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 2025 Equity Incentive Plan. Based on the segment revenue and operational efficiencies achieved by the Company, the Compensation Committee awarded the following Executive Officers the following grants of restricted stock units on January 3, 2026. 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
| | Restricted Stock Units (in shares) | | Mr. George C. Macricostas | 177,432 | | Dr. Frank Lee | 0 | | Mr. H. K. Park | 23,945 | | Mr. Eric Rivera | 40,407 | | Mr. David Wang | 28,435 |
Stock-Based Awards
The restricted stock units will, consistent with earlier grants, vest in four equal increments over the next four years. All stock-based awards granted are subject to acceptance by the respective recipients of the terms of the applicable 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 annualized total compensation of Mr. George C. Macricostas, our Chief Executive Officer. For the fiscal year ended October 31, 2025:
CEO PAY RATIO
| • | the median of salary and bonus compensation of all employees of our Company for fiscal 2025 is estimated to be: $40,842; |
CEO PAY RATIO
| • | the total annualized compensation of Mr. George C. Macricostas for fiscal 2025 was $5,167,911; and |
CEO PAY RATIO
| • | based on this information, the ratio of the total compensation of our Chief Executive Officer to the median of the total compensation of all other employees is estimated to be 127 to 1. |
CEO PAY RATIO
Excluding our Chief Executive Officer, we identified the median employee by examining the 2025 total annual base salary plus bonus for all individuals who were employed as of October 31, 2025. We included all our employees, whether full-time or part-time. For any employee that we paid in currency other than U.S. Dollars, we then applied the applicable foreign currency exchange rate as of October 31, 2025 to convert such employee’s total compensation into U.S. Dollars. Once we identified our median employee, we added together all of the elements of such employee’s compensation for 2025 in the same way that we calculate the annual total compensation of our Named Executive Officers in the Summary Compensation Table including overtime, bonus, matching contribution pursuant to the Company 401(k) savings and profit sharing and vacation payout, if applicable. To calculate our ratio, we used Mr. Macricostas’s annualized total compensation derived from the Summary Compensation Table below and divided that amount by the median employee’s annual total compensation.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | George C. Macricostas | 2025 | 492,404 | 675,000 | 3,773,012 | 44,900(2) | 4,985,316 | | Chairman of the Board and Chief Executive Officer | — | — | — | — | — | — | | | — | — | — | — | — | — | | Frank Lee | 2025 | 783,832 | 509,484 | 1,929,600 | 28,914(3) | 3,222,906 | | President – PDMC and former 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 | | H.K. Park | 2025 | 324,164 | 205,553 | 916,560 | 11,381(3) | 1,446,276 | | Senior Vice President and General Manager of FPD Operations | 2024 | 319,800 | 294,406 | 1,190,800 | 16,860 | 1,821,866 | | | 2023 | 312,000 | 374,400 | 502,800 | 204,849 | 1,394,049 | | Christopher J. Progler (4) | 2025 | 445,805 | — | 675,360 | 27,463(5) | 1,148,628 | | Executive Vice President, Chief Technology Officer, Strategic Planning | 2024 | 445,805 | 222,903 | 1,190,800 | 25,437 | 1,884,945 | | | 2023 | 434,932 | 347,946 | 838,000 | 17,800 | 1,638,678 | | Eric Rivera | 2025 | 410,789 | 340,209 | 1,342,160 | 50,575(6) | 2,144,733 | | Executive Vice President and Chief Financial Officer | 2024 | 311,313 | 315,008 | 985,260 | 20,429 | 1,632,010 | | | — | — | — | — | — | — | | David Wang | 2025 | 332,625 | 233,652 | 916,560 | 36,582(7) | 1,498,436 | | Senior Vice President, COO of IC Operations | 2024 | 308,048 | 282,234 | 1,190,800 | 15,022 | 1,796,104 | | | — | — | — | — | — | — |
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 or units awarded in accordance with ASC No. 718. |
SUMMARY COMPENSATION TABLE
| (2) Represents a $38,000 car allowance and a $6,900 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan. |
SUMMARY COMPENSATION TABLE
| (3) Represents personal usage of a company car. |
SUMMARY COMPENSATION TABLE
| (4) Dr. Progler retired from all positions with the Company effective December 29, 2025. |
SUMMARY COMPENSATION TABLE
| (5) Represents a $12,000 car allowance and a $15,463 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan. |
SUMMARY COMPENSATION TABLE
| (6) Represents a $36,000 car allowance and a $15,575 matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan. |
SUMMARY COMPENSATION TABLE
| (7) Represents a $15,600 job allowance and $20,982 for personal usage of a company car. |
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL 2025
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL 2025 During the fiscal year ended October 31, 2025, the following plan-based awards were granted to the Named Executive Officers:
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL 2025
| 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 $ | | George C. Macricostas | 01/29/2025 07/11/2025 | | 70,000 109,830 | 1,584,100 2,188,912 | | Frank Lee | 01/03/2025 | | 80,000 | 1,929,600 | | H.K. Park | 01/03/2025 | | 38,000 | 916,560 | | Christopher J. Progler | 01/03/2025 | | 28,000 | 675,360 | | Eric Rivera | 01/03/2025 03/27/2025 | | 38,000 20,000 | 916,560 425,600 | | David Wang | 01/03/2025 | | 38,000 | 916,560 |
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL 2025
(1) Restricted stock unit 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 2025 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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 ($) | Option Expiration Date | No. of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | George C. Macricostas | 1/27/2025 | | | | | 70,000(2) | 1,673,000 | | | 7/9/2025 | | | | | 109,830(3) | 2,624,937 | | Frank Lee | 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 | | | | | 1/3/2022 | | | | | 10,000(2) | 239,000 | | | 5/18/2022 | | | | | 8,750(2) | 209,175 | | | 1/3/2023 | | | | | 60,000(2) | 1,434,000 | | | 1/3/2024 | | | | | 90,000(2) | 2,151,000 | | | 1/3/2025 | | | | | 80,000(2) | 1,912,000 | | HK Park | 1/2/2022 | | | | | 6,250(2) | 149,375 | | | 1/3/2023 | | | | | 15,000(2) | 358,500 | | | 1/3/2024 | | | | | 30,000(2) | 717,000 | | | 1/3/2025 | | | | | 38,000(2) | 908,200 | | Christopher J. Progler | 1/3/2022 | | | | | 10,000(2) | 239,000 | | | 1/3/2023 | | | | | 25,000(2) | 597,500 | | | 1/3/2024 | | | | | 30,000(2) | 717,000 | | | 1/3/2025 | | | | | 28,000(2) | 669,200 | | Eric Rivera | 1/2/2019 | 1,000 | | 9.78 | 1/2/2029 | | | | | 1/3/2022 | | | | | 2,113(2) | 50,501 | | | 1/3/2023 | | | | | 8,750(2) | 209,125 | | | 1/3/2024 | | | | | 9,750(2) | 233,025 | | | 10/1/2024 | | | | | 18,750(2) | 448,125 | | | 1/3/2025 | | | | | 38,000(2) | 908,200 | | | 3/27/2025 | | | | | 20,000(2) | 478,000 | | David Wang | 1/3/2022 | | | | | 2,250(2) | 53,775 | | | 1/3/2023 | | | | | 15,000(2) | 358,500 | | | 1/3/2024 | | | | | 30,000(2) | 717,000 | | | 1/3/2025 | | | | | 38,000(2) | 908,200 |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| (1) The options vest 25% on each of the first 4 anniversaries of the date of the grant. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| (2) Represents restricted stock awards which vest 25% on each of the first 4 anniversaries of the date of the grant. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| (3) Represents restricted stock unit 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, 2025
OPTION EXERCISES AND STOCK VESTED FISCAL YEAR ENDED OCTOBER 31, 2025
OPTION EXERCISES AND STOCK VESTED FISCAL YEAR ENDED OCTOBER 31, 2025
| | Option Awards | | Stock Awards | | | Name | No. of Shares Acquired On Exercise (#) | Value Realized on Exercise ($) | No. of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | George C. Macricostas | 0 | 0 | 3,750 | 90,450 | | Frank Lee | 63,000 | 1,334,917 | 87,500 | 2,076,813 | | H.K. Park | 0 | 0 | 28,750 | 692,900 | | Christopher J. Progler | 63,000 | 1,537,830 | 41,250 | 993,988 | | Eric Rivera | 0 | 0 | 17,479 | 416,304 | | David Wang | 0 | 0 | 21,875 | 527,391 |
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
| | | | | | Average summary | Average | Value of initial fixed $100 investment based on: | | | | | Year (a) | Summary compensation table total for PEO (b) | | Compensation actually paid to PEO (c) | | compensation table total for non-PEO named executive officers (d) | compensation actually paid to non-PEO named executive officers (e) | Total Shareholder return (f) | MSCI US Semi & Semi Equipment GICS Index (g) | Net income ($ Million) (h) | Revenue ($ Million) (i) | | | (1) | (2) | (3) | (4) | (5) | | | | | | | 2025 | 3,222,906 | 4,985,316 | 3,474,231 | 5,515,191 | 1,559,518 | 1,654,924 | 245.13 | 618.40 | 136.4 | 849.3 | | 2024 | 4,926,253 | — | 5,450,366 | — | 1,673,424 | 1,571,964 | 233.85 | 386.39 | 130.7 | 866.9 | | 2023 | 4,061,200 | — | 4,458,400 | — | 1,455,630 | 1,650,789 | 188.31 | 179.39 | 125.5 | 892.1 | | 2022 | 2,924,350 | 2,470,279 | 3,238,267 | 388,101 | 1,606,992 | 1,850,223 | 166.36 | 109.88 | 118.8 | 824.5 | | 2021 | — | 2,006,994 | — | 2,638,843 | 1,119,162 | 1,439,535 | 132.93 | 158.41 | 55.4 | 663.8 |
Pay Versus Performance
| (1) Amounts shown reflect the total compensation reported for Dr. Lee, our CEO from May 2022 through May 2025, as set forth in the Summary Compensation Table (SCT) or prior year tables. |
Pay Versus Performance
| (2) Amounts shown in the 2025 row reflect the total compensation reported for George C. Macricostas, our CEO effective May 28, 2025, and in the 2021 and 2022 rows to Dr. Kirlin, our former CEO through 2022, as set forth in the SCT and prior year tables, respectively. |
Pay Versus Performance
| (3) Amounts shown reflect the compensation actually paid to Dr. Lee, our CEO from May 2022 through May 2025, as set forth in the table below. |
Pay Versus Performance
| (4) Amounts shown in the 2025 row reflect the compensation actually paid to George C. Macricostas, our CEO as of May 28, 2025, and in the 2021 and 2022 rows to Dr. Kirlin, our former CEO through 2022, as set forth in the table below. |
Pay Versus Performance
| (5) Non-PEO executives include the following individuals: |
Pay Versus Performance
| • | 2025: H.K. Park, Christopher J. Progler, Eric Rivera, David Wang |
Pay Versus Performance
| • | 2024: H.K. Park, Christopher J. Progler, Eric Rivera, David Wang, Richelle Burr, John P. Jordan |
Pay Versus Performance
| • | 2023: H.K. Park, Christopher J. Progler, Richelle Burr, John P. Jordan |
Pay Versus Performance
| • | 2022: Christopher J. Progler, Richelle Burr, John P. Jordan |
Pay Versus Performance
| • | 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) | | 2025 (Macricostas)(2) | 4,985,316 | 3,733,012 | 4,297,937 | — | 0 | | 4,950 | 5,515,191 | | 2025 (Lee) | 3,222,906 | 1,929,600 | 1,912,000 | 185,625 | 0 | | 83,300 | 3,474,231 | | 2024 (Lee)(3) | 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)(4) | 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. |
Pay Versus Performance
| (2) Amounts shown include the compensation actually paid to Mr. Macricostas, our CEO from May 28, 2025. |
Pay Versus Performance
| (3) Amounts shown include the compensation actually paid to Dr. Lee, our CEO from May 2022 through May 28, 2025. |
Pay Versus Performance
| (4) 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) | | 2025 | 1,559,518 | (962,660) | 967,950 | 55,787 | 0 | | 34,328 | 1,654,924 | | 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: |
Pay Versus Performance
| • | 2025: H.K. Park, Christopher J. Progler, Eric Rivera, David Wang, |
Pay Versus Performance
| • | 2024: H.K. Park, Christopher J. Progler, Eric Rivera, David Wang, Richelle Burr, John P. Jordan |
Pay Versus Performance
| • | 2023: H.K. Park, Christopher J. Progler, Richelle Burr, John P. Jordan |
Pay Versus Performance
| • | 2022: Christopher J. Progler, Richelle Burr, John P. Jordan |
Pay Versus Performance
| • | 2021: Frank Lee, Christopher J. Progler, Richelle Burr, John P. Jordan |
Pay Versus Performance
| (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 five 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 five most recently completed fiscal years.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Mr. Macricostas, Dr. Lee and Mr. Rivera 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, 2025, the last business day of our 2025 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, 2025.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Severance Payment ($)(1) | Benefit Plans ($)(2) | Options ($) | Restricted Stock ($)(3) | Total ($) | | George C. Macricostas Termination without cause or resignation for good reason(4) | 739,904 | 42,767 | | | 782,671 | | Termination upon change of control | 3,037,500 | 64,151 | | 4,297,937 | 7,399,588 | | Eric Rivera Termination without cause or resignation for good reason(4) | 466,151 | 42,767 | | | 508,918 | | Termination upon change of control | 1,615,992 | 64,151 | 14,120 | 2,326,976 | 4,021,239 | | Frank Lee Termination without cause or resignation for good reason(4) | 783,822 | 544 | | | 784,376 | | Termination upon change of control | 1,085,846 | 544 | 1,076,910 | 5,945,125 | 8,108,435 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) The calculation was based on base salary for fiscal 2025. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) Actual COBRA premiums for 18 months in the case of Macricostas and Rivera; 12 months of continued contribution to NIH (Taiwan) for Lee. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (3) The value of restricted stock assumes all unvested outstanding awards as of October 31, 2025, 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, 2025, multiplied by $23.90, the closing share price on October 31, 2025. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (4) Assumes no bonus will be paid as part of the severance payment. |
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The following table discloses the compensation of the non-employee directors who served as our directors during the fiscal year ended October 31, 2025. Committee assignments were adjusted as of the 2025 Annual Shareholder Meeting, with pro-rated fees disclosed in the footnotes to this table.
DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Walter M. Fiederowicz(1) | 69,375(2) | 170,000(3) | 239,375 | | David A. Garcia | 122,917(4) | 170,000(5) | 292,917 | | Adam Lewis | 115,625(6) | 170,000(5) | 285,625 | | Daniel Liao | 101,250(7) | 170,000(5) | 271,250 | | Constantine S. Macricostas | 77,500(8) | 170,000(5) | 247,500 | | George C. Macricostas | 0(9) | 0(9) | 0 | | Mary Paladino | 80,000(10) | 170,000(1) | 250,000 | | Mitchell G. Tyson | 87,500(11) | 170,000(1) | 257,500 |
DIRECTOR COMPENSATION TABLE
| (1) Mr. Fiederowicz did not stand for re-election as a Board Member at the 2025 Annual Shareholder Meeting. |
DIRECTOR COMPENSATION TABLE
| (2) Represents $70,000 as an annual retainer (prorated to $17,500 for one-quarter year of service), $40,000 as Chairman of the Audit Committee (prorated to $10,000 for one-quarter year of service), $7,500 as Member of the Compensation Committee (prorated to $1,875 for one-quarter year of service), and an additional $40,000 as partial compensation for additional services rendered on behalf of the Audit Committee during Fiscal Year 2024. |
DIRECTOR COMPENSATION TABLE
| (3) Represents a full year of equity compensation as partial compensation for additional services rendered on behalf of the Audit Committee during Fiscal Year 2024; see footnote (5). |
DIRECTOR COMPENSATION TABLE
| (4) Represents $70,000 as an annual retainer, $40,000 as Chairman of the Compensation Committee, $5,000 as Member of the Nominating Committee (prorated to $1,250 for one-quarter year service prior to the 2025 ASM), $10,000 as Member of the Audit Committee (prorated to $7,500 for three-quarter year service post-ASM). |
DIRECTOR COMPENSATION TABLE
| (5) Represents 7,548 shares of restricted stock granted in January 2025 at a per-share value of $22.52, which vest quarterly over a year from the date of grant. As of October 31, 2025, directors had the following aggregate unvested restricted shares: Fiederowicz: 1887; Garcia 1887; Lewis: 1887; Liao: 1887; C. Macricostas: 1887; Paladino: 1887; Tyson: 1887. |
DIRECTOR COMPENSATION TABLE
| (6) Represents $70,000 as an annual retainer, $20,000 as Chairman of the Nominating Committee (prorated to $5,000 for one-quarter year service prior to the 2025 ASM), $10,000 as Member of the Audit Committee (prorated to $2,500 for one-quarter year service prior to the 2025 ASM), 40,000 as Chairman of the Audit Committee (prorated to $30,000 for three-quarter year service post-ASM), $7,500 as Member of the Compensation Committee (prorated to $5,625 for three-quarter year service post-ASM), and $5,000 as Member of the Nominating Committee (prorated to $2,500 for three-quarter year service post-ASM). |
DIRECTOR COMPENSATION TABLE
| (7) Represents $70,000 as an annual retainer, $7,500 as Member of the Compensation Committee, $5,000 as Member of the Nominating Committee (prorated to $1,250 for one-quarter year service prior to the 2025 ASM), $20,000 as Chairman of the Nominating Committee (prorated to $15,000 for three-quarter year service post-ASM), and $10,000 as Member of the Audit Committee (prorated to $7,500 for three-quarter year service post-ASM). |
DIRECTOR COMPENSATION TABLE
| (8) Represents $70,000 as an annual retainer, and $7,500 as Member of the Cybersecurity Committee. |
DIRECTOR COMPENSATION TABLE
| (9) Mr. George C. Macricostas did not receive cash or equity Board compensation in Fiscal Year 2025. |
DIRECTOR COMPENSATION TABLE
| (10) Represents $70,000 as an annual retainer, $10,000 as Member of the Audit Committee (prorated to $2,500 for one-quarter year service prior to the 2025 ASM), $7,500 as Member of the Compensation Committee (prorated to $1,875 for one-quarter year service prior to the 2025 ASM), and $7,500 as Member of the Cybersecurity Committee (prorated to $5,625 for three-quarter year service post-ASM). |
DIRECTOR COMPENSATION TABLE
| (11) Represents $70,000 as an annual retainer, $15,000 as Chairman of the Cybersecurity Committee, $10,000 as Member of the Audit Committee (prorated to $2,500 for one-quarter year service prior to the 2025 ASM). |