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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pro xy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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Filed by the Registrant |
þ |
Filed by a Party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
(Name of R egistrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check all boxes that apply): |
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Nd inve
A Message from Our CEO
Dear Stockholders:
Please join us for Advanced Energy’s 2025 Annual Meeting of Stockholders at 9:00 a.m., Mountain Daylight Time, on Thursday, April 24, 2025, at the Elizabeth Hotel, located at 111 Chestnut Street, Fort Collins, Colorado 80524.
In 2024, we delivered solid financial results in a dynamic environment. Demand in the Semiconductor and Data Center Computing markets improved, offset by inventory digestion in the Industrial and Medical and Telecom and Networking markets. After hitting a low point in the first quarter, revenue increased every quarter through year-end and returned to year-over-year growth in the fourth quarter. In addition, we improved our gross margins each quarter throughout the year as we executed our multi-year manufacturing consolidation plan.
During the year, we made significant progress across our strategic initiatives. We accelerated new product introductions by launching 35 new platform products, as well as numerous custom and modified standard products. We invested in R&D to meet the strong demand for our best-in-class semiconductor platforms, including eVoS TM , eVerest TM and NavX TM , and our high-power artificial intelligence data center solutions. Our design-win momentum in Industrial and Medical continued to build, fueled by a healthy stream of new products, an enhanced customer-friendly website, and increased engagement with our distribution partners. Lastly, we are executing our financial initiatives by driving higher gross margins, controlling costs to fund critical program investments, and growing our cash position.
Looking forward, I believe Advanced Energy will extend its leadership in the precision power market. Customer qualification activity has been strong, and we expect to gain meaningful share as the market recovers. We expect our manufacturing and cost optimization initiatives to enable structurally higher margins and meaningful cash flow generation. In addition, we will continue to pursue strategic acquisitions for inorganic growth and complementary technologies.
At our November 2024 Analyst Day, we outlined a 2030 target model, which calls for doubling revenue, expanding gross margin, and growing earnings per share. With a diverse set of attractive end markets, strong customer relationships, one of the broadest portfolios of power technologies, a large team of over 1,500 power engineers, and a highly capable factory network, I am confident in our ability to achieve those long-term goals.
On behalf of our employees and Board of Directors, we thank you for your continued support.
Best regards,
/s/ Stephen D. Kelley
Stephen D. Kelley
President and Chief Executive Officer
March 14, 2025
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PROXY STATEMENT |
Notice of the Annual Meeting of Stockholders
To be held on April 24, 2025
9:00 a.m. Mountain Daylight Time
To Our Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Advanced Energy Industries, Inc. (“Advanced Energy” or the “Company”). Please see below for the meeting logistics and business matters to be addressed at the 2025 Annual Meeting.
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Board Recommendation |
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When
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111 Chestnut Street
Who Can Vote
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Election of ten (10) directors; |
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FOR ALL NOMINEES |
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Ratification of the appointment of Ernst & Young LLP
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Advisory approval of Advanced Energy’s compensation of its named executive officers; and |
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Any other matters of business properly brought before the 2025 Annual Meeting. |
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Each of matters 1 through 3 is described in detail in the proxy statement accompanying this
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Your vote is important. All stockholders are cordially invited to attend the 2025 Annual Meeting in person. If you do not plan to attend the 2025 Annual Meeting and vote your shares of common stock in person, please authorize a proxy to vote your shares in one of the below ways. Any proxy may be revoked at any time prior to its exercise at the 2025 Annual Meeting. |
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Place your vote via internet at www.proxypush.com/AEIS |
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Call toll-free (if US or Canada)
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Mark, date, sign and mail your proxy card in the pre-paid envelope provided |
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Important Notice Regarding the Availability of Proxy Materials for the
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This notice for the 2025 Annual Meeting, the proxy statement, the proxy card, and the Company’s 2024 Annual Report, which includes the Annual Report on Form 10-K for the year ended December 31, 2024,
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Denver, Colorado |
By Order of the Board of Directors, |
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March 14, 2025 |
/s/ Elizabeth K. Vonne |
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Executive Vice President, General Counsel, and Corporate Secretary |
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PROXY STATEMENT |
Table of Contents
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Proposal No. 3 - Advisory Approval of the Company’s Named Executive Officer Compensation |
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Security Ownership of Certain Beneficial Owners and Management |
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PROXY STATEMENT |
Proxy Summary
The Board of Directors of Advanced Energy Industries, Inc. (“Advanced Energy” or the “Company”) requests your proxy in connection with the annual meeting of stockholders to be held on April 24, 2025 (the “2025 Annual Meeting”). This proxy statement and the accompanying proxy card and materials are first being sent to stockholders of Advanced Energy or made available electronically on or about March 14, 2025.
This summary highlights key information presented elsewhere in this year’s proxy statement. This section does not contain all the information that you should consider, and you should read the entire proxy statement before voting.
Our Meeting Agenda
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PROPOSAL |
REFERENCE |
BOARD
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EFFECT OF BROKER
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VOTES REQUIRED
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Election of ten (10) directors |
Page 4 |
FOR
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No Effect |
Plurality of votes of shares present at the 2025 Annual Meeting (by proxy or in person), subject to the resignation policy described on page 13 |
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Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2025 |
Page 27 |
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No Effect |
Majority of shares present at the 2025 Annual Meeting
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Advisory approval of the compensation of our named executive officers |
Page 29 |
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Majority of shares present
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We do not know of any other matters to be submitted to stockholders at the 2025 Annual Meeting. If any other matters properly come before the 2025 Annual Meeting, the proxy holders intend to vote the shares they represent on such matters as the Board of Directors may recommend. The proposed corporate actions on which the stockholders are being asked to vote at the 2025 Annual Meeting are not corporate actions for which stockholders of a Delaware corporation have the right to exercise appraisal rights under the Delaware General Corporation Law.
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PROXY STATEMENT |
About Advanced Energy
Advanced Energy is a global leader in the design and manufacture of highly engineered, precision power conversion, measurement, and control solutions for mission-critical applications and processes. Advanced Energy’s power solutions enable customer innovation in complex applications for a wide range of industries, including semiconductor equipment, industrial production, medical and life sciences, data center computing, networking, and telecommunications.
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Our Strategy |
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Enable customer innovation by delivering highly engineered, applications-critical, precision power & control solutions. |
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Drive sustainable growth as the recognized world leader & trusted partner in precision power technology and applications. |
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Grow by delivering proprietary products with differentiated performance & delivered value that enable our customers’ success in rewarding markets. |
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PROXY STATEMENT |
Proposal No. 1 - Election of Directors
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What am I voting on and how should I vote? |
You are being asked to elect ten (10) directors at the 2025 Annual Meeting. Each of the directors elected at the 2025 Annual Meeting will commence their term at the end of the 2025 Annual Meeting until the next annual meeting of the Company’s stockholders, until a successor has been elected and qualified, or until such director’s earlier resignation or removal. We believe that each of the nominees is sufficiently qualified to lead the Company in the best interest of stockholders. The Board of Directors therefore recommends you vote “FOR” each of the nominees set forth below. |
A board of ten (10) directors is to be submitted for election at the 2025 Annual Meeting. The Board of Directors has nominated for reelection the persons listed in the Overview of Nominees for Election to the Board on the following page. Each of the nominees is currently a director of Advanced Energy and was recommended for reelection by our Nominating, Governance & Sustainability Committee. In the event that any nominee is unable or declines to serve as a director at the time of the 2025 Annual Meeting, the proxy holders will vote in favor of a nominee designated by the Board of Directors, on recommendation by the Nominating, Governance & Sustainability Committee, to fill the vacancy. We are not aware of any nominee who will be unable or who will decline to serve as a director. The term of office of each person elected as a director at the 2025 Annual Meeting will continue from the end of the 2025 Annual Meeting until the next annual meeting of the Company’s stockholders, until a successor has been elected and qualified, or until such director’s earlier resignation or removal.
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PROXY STATEMENT |
Overview of Nominees for Election to the Board
The director nominees presented below represent a broad group of experienced business leaders. The table provides a summary of our nominees’ background and responsibilities as of March 14, 2025.
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GRANT H. BEARD (Chairman) Currently serves as Sr. Executive Operating Partner for Blue Point Capital, a private equity firm |
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2014 |
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FREDERICK A. BALL Former EVP & Chief Administrative Officer of Marketo Inc. |
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ANNE T. DELSANTO Currently serves as a Limited Partner at Operator Collective and Stage 2 Capital |
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TINA M. DONIKOWSKI Former Vice President, Global Locomotive Business at General Electric Company |
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RONALD C. FOSTER Former Chief Financial Officer of Micron Technology, Inc. |
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2014 |
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STEPHEN D. KELLEY Currently serves as President, CEO, and director of Advanced Energy |
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2021 |
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LANESHA T. MINNIX Currently serves as Executive Vice President and Global Chief Legal Officer at Walgreens Boots Alliance, Inc. |
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DAVID W. REED Former CEO of Vendanta Resources Ltd.’s semiconductor group |
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2022 |
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JOHN A. ROUSH Currently serves as Chief Executive Officer and director of Pine Environmental, LLC |
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BRIAN M. SHIRLEY Former Senior Vice President DRAM and Emerging Memory Engineering of Micron Technology, Inc. |
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2022 |
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* Indicates audit committee financial expert |
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Board Nominee Highlights
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PROXY STATEMENT |
Nominees
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Grant H. Beard (Chairman) |
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Independent Director |
Age : 64 |
Director Since : 2014 |
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Business Experience: |
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Grant H. Beard currently serves as a Senior Executive Operating Partner for Blue Point Capital, a private equity firm, and as a Senior Advisor to Center Rock Capital, a global alternative investment firm. Mr. Beard served as Chairman and Chief Executive Officer of Wynnchurch Industries, LLC, a diversified holding company investing in engineered product businesses, from January 2016 to June 2017. Mr. Beard also served as a Senior Advisor to Wynnchurch Capital Ltd. Prior to joining Wynnchurch, Mr. Beard served as the Chairman and Chief Executive Officer of Wolverine Advanced Materials LLC, a Wynnchurch company, from July 2012 until October 2015. Mr. Beard served as President and Chief Executive Officer of Constar International, Inc. (formerly Nasdaq: CNST) from 2010 to 2012, where he led the financial and operational restructuring of Constar’s global packaging business that was later sold to Plastipak Corporation. Prior to that, Mr. Beard served as President & CEO of TriMas Corporation, Chairman & CEO of Health Media, and Global Group President of Fluid Management Products at Dana/Echlin Corporation. In addition, Mr. Beard served as a Senior Executive Operating Partner with Blue Point Capital from 2009 to 2014. Mr. Beard also has experience at two private equity/merchant banking groups, Anderson Group and Oxford Investment Group, where he was actively involved in corporate development, strategy and operations management. Mr. Beard has served, and currently serves on other private company boards, including SH-130 Concession Company, LLC and TA Systems. |
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Key Skills and Qualifications: |
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● Senior Leadership Experience ● Financial Expertise |
● Public Board Experience ● Global Expertise |
● Industry Experience |
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Mr. Beard brings to the Board significant senior management and public board experience, together with global expertise in industrial and related markets and in the private equity/merchant banking industry, as well as experience in strategy, operations, and M&A transactions. |
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Frederick A. Ball |
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Independent Director |
Age : 62 |
Director Since : 2008 |
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Frederick A. Ball previously served as Executive Vice President and Chief Administrative Officer of Marketo Inc. (formerly Nasdaq: MKTO), a leading provider of a cloud-based marketing platform, from February 2016 through August 2016. Prior to that, Mr. Ball was Marketo’s Senior Vice President and Chief Financial Officer from May 2011 to February 2016. Prior to joining Marketo, Mr. Ball was the Chief Financial Officer for several private and public technology companies, including Webroot Software, BigBand Networks, Inc., and Borland Software Corporation (formerly Nasdaq: BORL). Mr. Ball also served as Vice President, Mergers and Acquisitions for KLA-Tencor Corporation (now KLA Corp., Nasdaq: KLAC), a manufacturer of semiconductor equipment, and prior to that as its Vice President of Finance. Mr. Ball was with PricewaterhouseCoopers LLC for over 10 years. Mr. Ball previously served as a director of Electro Scientific Industries, Inc. (formerly Nasdaq: ESIO), Sendgrid, Inc. (formerly NYSE: SEND), and FirstMark Horizon Acquisition Corporation (formerly NYSE: FMAC). Mr. Ball has served and currently serves on other private company boards, including Alchemer, Contentful, and Webgility. |
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● Senior Leadership Experience ● Financial Expertise |
● Public Board Experience ● Global Expertise |
● Industry Experience |
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Mr. Ball brings to the Board significant experience in senior management, operations, finance, and auditing, having served as the Chief Financial Officer of a leading provider of cloud-based marketing software, as well as experience in strategy and executive compensation. |
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PROXY STATEMENT |
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Anne T. DelSanto |
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Independent Director |
Age : 61 |
Director Since : 2020 |
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Committees : Compensation and Nominating, Governance & Sustainability |
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Business Experience: |
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Anne T. DelSanto currently serves as a Limited Partner at Operator Collective and Stage 2 Capital, both venture capital funds that invest in early-stage companies supporting entrepreneurial efforts aimed at next generation technology and software. From February 2018 to April 2019, Ms. DelSanto served as the Executive Vice President and General Manager of Platform at Salesforce, Inc. (NYSE: CRM), a customer relationship management company, following six years of other senior leadership roles at the company. Prior to Salesforce, Ms. DelSanto served as Group Vice President of Sales Engineering at Oracle Corp. (NYSE: ORCL), an information technology and services company. She began her career as an Account Systems Engineer with International Business Machines Corporation (NYSE: IBM), where she spent several years building solutions for the health care market. Ms. DelSanto serves on the board of Juniper Networks, Inc. (NYSE: JNPR) and the boards of private companies Axonius, StackAdapt, and Hubbl Technologies. Ms. DelSanto graduated with a degree in mathematics from St. John’s University and earned a Master of Science in administrative studies from Boston College. |
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Ms. DelSanto brings to the Board significant experience as a veteran technology executive with more than three decades driving organizations towards exponential growth and provides valuable insight relative to the Company’s growth strategies in data center computing and telecom networking markets. |
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Tina M. Donikowski |
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Independent Director |
Age : 65 |
Director Since : 2018 |
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Business Experience: |
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Tina M. Donikowski retired from General Electric Company (NYSE: GE), a diversified industrial company, in October 2015 after 38 years with the company. Ms. Donikowski served in a number of senior positions during her career at General Electric Company, including most recently as Vice President, Global Locomotive Business, GE Transportation, from January 2013 until her retirement. Ms. Donikowski currently serves on the board of directors of TopBuild Corp. (NYSE: BLD), a leading installer and distributor of insulation and building material products to the U.S. construction industry based in Florida, and Eriez Magnetics, a privately held manufacturer and designer of magnetic, vibratory, and metal detection applications based in Pennsylvania. She previously served as a board member of CIRCOR International (formerly NYSE: CIR), a leading provider of flow control solutions and other highly engineered products and subsystems used in energy, aerospace and industrial markets and Atlas Copco AB (Stockholm: ATCO), a world-leading provider of sustainable productivity solutions based in Sweden. Ms. Donikowski holds a Bachelor of Science degree in Industrial Engineering, as well as an Honorary Doctorate, from Gannon University. |
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● Senior Leadership Experience ● Public Board Experience ● Global Expertise |
● Technical Expertise ● Financial Expertise |
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Ms. Donikowski brings to the Board broad senior management, operations, and global experience having served for 38 years in various leadership positions at General Electric Company. Her experience provides the Board with valuable input on strategic, operational, market, and product strategies. |
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Ronald C. Foster |
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Director Since : 2014 |
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Ronald C. Foster previously served as Chief Financial Officer and Vice President of Finance of Micron Technology, Inc. (Nasdaq: MU), a global corporation that produces various forms of semiconductor devices, from April 2008 to March 2015. Mr. Foster was appointed to that position in 2008 after serving as a member of Micron’s Board of Directors from June 2004 to April 2005. Before joining Micron, Mr. Foster was the Chief Financial Officer and Senior Vice President of FormFactor, Inc. (Nasdaq: FORM), a semiconductor wafer test equipment company. Prior to joining FormFactor, Mr. Foster served as the Chief Financial Officer for JDS Uniphase, Inc. and Novell, Inc., and served in various financial and operational roles at Applied Materials, Inc. (Nasdaq: AMAT), and Hewlett Packard Company (NYSE: HPE). He previously served as a board member of Everspin Technologies, Inc. (Nasdaq: MRAM), Inotera Memories Inc., a public company on the Taiwan stock exchange, LUXIM Corporation and Aptina Company. |
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Mr. Foster brings to the Board significant senior management experience in the semiconductor and high-tech industries as well as significant experience in financial management, accounting, and finance issues, having served as Chief Financial Officer for various companies. |
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Stephen D. Kelley |
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Age : 62 |
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Director Since : 2021 |
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Business Experience: |
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Stephen D. Kelley currently serves as President & Chief Executive Officer of Advanced Energy, and as a member of our Board of Directors since March 2021. Mr. Kelley served as President & CEO and a board member of Amkor Technology, Inc. (Nasdaq: AMKR), a leading semiconductor package and test company, from May 2013 to June 2020. Prior to joining Amkor, Mr. Kelley served as Senior Advisor to Advanced Technology Investment Company, the Abu Dhabi-sponsored investment company that owns GlobalFoundries, until December 2012. Mr. Kelley served as Executive Vice President and Chief Operating Officer of Cree, Inc. (now Wolfspeed, Inc., NYSE: WOLF) from 2008 to 2011. Previously, Mr. Kelley held executive leadership roles of various businesses at companies including Texas Instruments, Philips Semiconductors, National Semiconductor, and Motorola. Since January 2023, Mr. Kelley has served on the board of directors of ONTO Innovation Inc. (NYSE: ONTO), a leader in the process control for the semiconductor and related industries. Mr. Kelley holds an SB ChE from the Massachusetts Institute of Technology and a JD from Santa Clara University. |
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Key Skills and Qualifications: |
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● Senior Leadership Experience ● Public Board Experience ● Industry and Technical Expertise |
● Global Operations Expertise ● Financial Expertise |
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Mr. Kelley brings more than 30 years of significant senior management experience in the global semiconductor and electronics industry, as well as broad management experience in strategic planning, business development, technology, manufacturing, and operations. |
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Lanesha T. Minnix |
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Independent Director |
Age : 49 |
Director Since : 2020 |
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Committees : Audit and Finance and Nominating, Governance & Sustainability |
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Business Experience: |
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Lanesha T. Minnix is Executive Vice President and Global Chief Legal Officer at Walgreens Boots Alliance, Inc. (Nasdaq: WBA), an integrated healthcare, pharmacy and retail company, where she has responsibility for all legal, compliance, regulatory, and corporate security matters for the company. Prior to joining Walgreens in April 2024, she served as Executive Vice President, General Counsel, and Corporate Secretary for Ecolab Inc. (NYSE: ECL), a global leader in water, hygiene, and infection prevention solutions that protect people, planet, and business health, from June 2022 to April 2024, and prior to that, Ms. Minnix served as Senior Vice President, Chief Legal Officer and Corporate Secretary of Flowserve Corporation (NYSE: FLS), a manufacturer of products for a range of industries, including oil and gas, power, chemical, water, pharmaceuticals, and food processing, from June 2018 to June 2022. She also previously served as Senior Vice President and General Counsel for BMC Stock Holdings, Inc., a leading provider of diversified building products and services, from June 2017 until June 2018. Earlier in her career, Ms. Minnix held roles with increasing responsibility at ABM Industries, Shell Oil Company, and Sprint Corporation. Ms. Minnix began her career as a Corporate Associate at the law firm of K&L Gates LLP. Ms. Minnix holds a juris doctor and an MBA from the University of Tulsa, and a bachelor’s degree in Marketing from St. Louis University. |
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Key Skills and Qualifications: |
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● Senior Leadership Experience ● Industry Expertise |
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Ms. Minnix brings to the Board leadership and public company experience and has broad exposure to advanced industrial markets for a range of applications. Her legal and business skills add significant value to the Board. |
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David W. Reed |
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Independent Director |
Age : 66 |
Director Since : 2022 |
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Committees : Audit and Finance |
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Business Experience: |
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David W. Reed served as the Chief Executive Officer of Vendanta Resources Ltd.’s semiconductor group from February 2023 to his retirement in March 2024. Prior to that, Mr. Reed retired from NXP Semiconductors N.V. (Nasdaq: NXPI), where he principally served as Executive Vice President – Operations. NXP is a world leader in secure connectivity solutions, and Mr. Reed was responsible for NXP’s internal and external manufacturing operations, supply chain, information technology, total quality, and procurement. Mr. Reed joined NXP in 2015, having served as General Manager at Freescale Semiconductor, Ltd. until its merger with NXP. Mr. Reed has 37 years of extensive international experience with global execution of water fab, assembly/test, packaging, R&D, foundries, and joint ventures for analog, automotive, logic, and wireless customers. Mr. Reed joined Freescale Semiconductor in 2012 as Senior Vice President, Manufacturing Operations. Previously, Mr. Reed was Vice President and General Manager at GLOBALFOUNDRIES and began his career at Texas Instruments in 1984, where he held multiple overseas and leadership assignments. Mr. Reed has served on several private boards, including SSMC Foundry, a joint venture between NXP and TSMC, as its chairman. Mr. Reed received an undergraduate degree from Austin College, an undergraduate degree in Chemical Engineering from Texas A&M University, and an MBA from the University of Dallas.
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Key Skills and Qualifications: |
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● Senior Leadership Experience ● International Experience |
● Global Operations Expertise ● Industry and Technical Expertise |
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Mr. Reed brings to the Board significant senior management, operations and international leadership experience in the semiconductor capital equipment and manufacturing industry, particularly in the areas of global operations and supply chain management.
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PROXY STATEMENT |
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John A. Roush |
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Independent Director |
Age : 59 |
Director Since : 2016 |
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Committees : Compensation and Nominating, Governance & Sustainability |
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|
Business Experience: |
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||
|
John A. Roush currently serves as Chief Executive Officer and a member of the board of directors Pine Environmental, LLC, a provider of test equipment and services for environmental consultants. Prior to joining Pine Environmental in May 2024, Mr. Roush was an Operating Executive Advisor to ACON Investments, LLC, a private equity firm, from January 2018 to May 2024. Mr. Roush also serves as a director and member of the audit and compensation committees of Lemaitre Vascular, Inc. (Nasdaq: LMAT), a global provider of medical devices and implants for the treatment of peripheral vascular disease, and as a director of Targan, Inc. (formerly Applied Life Sciences & Systems), a privately held company that is developing automated vaccine delivery technology for the poultry industry. Mr. Roush previously served as Chief Financial Officer and Chairman of ACON S2 Acquisition Corp., a special purpose acquisition company (now ESS Tech, Inc., NYSE: GWH) from September 2020 to October 2021. He also previously served as Chief Executive Officer and a director of Novanta Inc. (Nasdaq: NOVT, formerly GSI Group Inc.), a leading global supplier of precision photonic components and subsystems to original equipment manufacturers in the medical and industrial technology markets, from December 2010 to September 2016. Mr. Roush joined Novanta after a twelve-year career with PerkinElmer, Inc., a provider of technology and services to the diagnostics, research, environmental, safety and security, industrial, and laboratory services markets, where he was a corporate officer and served in several leadership positions. Prior to joining PerkinElmer, Mr. Roush held management positions with Outboard Marine Corporation, AlliedSignal, Inc., (now Honeywell International), McKinsey & Company Inc., and General Electric Company (NYSE: GE). |
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|
Key Skills and Qualifications: |
|
||
|
● Senior Leadership Experience ● Public Board Experience ● Technical Expertise |
● Global Operations Expertise ● Financial Expertise |
||
|
Mr. Roush brings to the Board significant senior management level experience and leadership in the medical and advanced industrial markets and applications, as well as significant public board experience and experience in private equity. |
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|
Brian M. Shirley |
|||
|
Independent Director |
Age : 55 |
Director Since : 2022 |
|
|
Committees : Audit and Finance |
|
||
|
Business Experience: |
|
||
|
Mr. Shirley retired from Micron Technology, Inc. (Nasdaq: MU), a global corporation that produces various forms of semiconductor devices, as Senior Vice President DRAM and Emerging Memory Engineering in December 2019. He joined Micron as a Product Engineer in 1988, and held positions of increasing responsibility across product design, engineering, and business unit management. Mr. Shirley is listed as an inventor on 82 U.S. patents and helped drive Micron’s expansion into specialized memory for servers, mobile and networking solutions, in addition to maintaining a focus on cost leadership and power reduction. After retirement from Micron, Mr. Shirley consults for various U.S. government departments through CTC Aero, LLC, a consulting firm, advising on the semiconductor geopolitical landscape, supply chain resilience, and national security. He also serves as a board member of Natural Intelligence and as a corporate advisor to Regrello Corp., an AI-powered platform for supply chain coordination and management. Mr. Shirley holds a Bachelor of Science degree in electrical engineering from Stanford University. |
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|
Key Skills and Qualifications: |
|
||
|
● Senior Leadership Experience ● Industry and Technical Expertise |
● Global Operations Expertise ● Financial Expertise |
||
|
Mr. Shirley brings to the Board significant experience as a veteran technology executive with more than three decades of experience in semiconductor product technologies, including as an inventor on 82 U.S. patents, and an extensive track record of advancing innovation and growth. |
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|
10 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Director Qualifications
The Board respects its responsibility to provide oversight, counseling, and direction to the management of the Company in the interest and for the benefit of the stockholders. Accordingly, it seeks to be composed of directors with diverse skills, experience, qualifications, and characteristics. It is critical that directors understand the markets in which the Company operates, specifically the Semiconductor Equipment, Industrial and Medical, Data Center Computing, and Telecom and Networking markets. It is equally important that, collectively, the directors have experience in each of the primary aspects of our business, including engineering, research and development, finance and audit, product strategy and development, customer relations, supply chain management, and sales and marketing. The following are certain qualifications, experience, and skills for Board members that are important to the Company’s business and its future:
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|
|
Directors who have served in senior leadership positions are important to the Company, as they bring experience and perspective in analyzing, shaping, and overseeing the execution of important operational and policy issues at a senior level. These directors’ insights and guidance and their ability to assess and respond to situations encountered in serving on our Board may be enhanced if their leadership experience has been developed at businesses or organizations that operated on a global scale, faced significant competition, and/or involved technology or other rapidly evolving business models. |
|
Senior Leadership Experience |
|
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|
|
Directors who have served on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors, the relations of a board to the chief executive officer and other management personnel, the importance of particular agenda and oversight matters, and oversight of a changing mix of strategic, operational, and compliance-related matters. |
|
Public
|
|
|
|
|
|
|
Because the Company is a global leader in innovative power solutions for the Semiconductor Equipment, Industrial and Medical, Data Center Computing, and Telecom and Networking markets, experience in relevant technology is useful in understanding the Company’s research and development efforts, competing technologies, the various products and processes the Company develops, the manufacturing and assembly-and-test operations, and the market segments in which the Company competes. |
|
Industry and Technical Expertise |
|
|
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|
|
|
Because the Company is a global organization with research and development, manufacturing, assembly and test facilities, and sales and other offices in many countries, directors with global expertise can provide a useful business and cultural perspective regarding many significant aspects of our business. |
|
Global Expertise |
|
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|
|
Knowledge of financial markets, financing and funding operations, and accounting and financial reporting processes is important because it assists the directors in understanding, advising, and overseeing the Company’s capital structure, financing and investing activities, financial reporting, and internal control of such activities. |
|
Financial Expertise |
|
11 |
|
|
|
|
PROXY STATEMENT |
The following matrix summarizes certain qualifications and skills discussed above that were considered by the Nominating, Governance & Sustainability Committee and the Board in nominating the director candidates for election to the Board. The fact that a particular qualification, skill, or expertise is not listed below does not mean that the nominee does not possess it or that the Nominating, Governance & Sustainability Committee and the Board did not evaluate it.
|
12 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Independence
The Board of Directors has determined that each of the nominees, other than Stephen D. Kelley (i.e., Grant H. Beard, Frederick A. Ball, Anne T. DelSanto, Tina M. Donikowski, Ronald C. Foster, Lanesha T. Minnix, David W. Reed, John A. Roush and Brian M. Shirley), is an “independent director” within the meaning of the Nasdaq Stock Market Rules. Under these rules, to be considered independent, the Board must affirmatively determine, among other things, that neither the director nor any immediate family member of the director has had any direct or indirect material relationship with the Company within the last three years that would impair their independence. The Board of Directors has made an affirmative determination that none of the independent directors has had any relationship with Advanced Energy or with another director that would interfere with the exercise of independent judgement in carrying out the responsibilities of a director. The independent directors, if all of them are elected at the 2025 Annual Meeting, will constitute a majority of the Board of Directors. There is no family relationship amongst any of the directors and executive officers of the Company. The Company’s executive officers serve at the discretion of the Board.
Involvement in Certain Legal Proceedings
During the past ten years, none of the persons currently serving as executive officers and/or directors of the Company has been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; (d) any finding by a court, the Securities and Exchange Commission (the “SEC”) or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity. Nor are any such legal proceedings believed to be contemplated by governmental authorities against any director or executive officer. Further, no executive officers, directors, beneficial owners of more than five percent of the Company’s stock, or any other actor mentioned in Item 103(c)(2) of Regulation S-K is a party adverse to the Company in a material proceeding or has a material interest adverse to the Company.
Required Vote
Our Board has adopted a director resignation policy (the “Resignation Policy”), which is included in the Company’s Board Governance Guidelines. The Resignation Policy applies to uncontested elections of directors, in other words, an election of directors where the number of nominees for election does not exceed the number of directors to be elected. A copy of the Resignation Policy is available on the Company’s website at www.advancedenergy.com/en-us/about/leadership within the Company’s Board Governance Guidelines. Under the Resignation Policy, any nominee for director in an uncontested election who does not receive a majority vote “FOR” that director’s election to the Board relative to the number of votes cast with respect to that director’s election (excluding broker non-votes, abstentions, and failures to vote with respect to that director’s election) will promptly tender a written offer of resignation to the Board. The Resignation Policy provides that the Nominating, Governance & Sustainability Committee of the Board will promptly consider the director’s offer of resignation and make a recommendation to the Board. Pursuant to the Resignation Policy, the Board would then act on that recommendation within 90 days of receipt. When deciding what action to recommend or take regarding the director’s resignation, the Resignation Policy permits each of the Nominating, Governance & Sustainability Committee and the Board to consider any factors they deem relevant, including the best interests of the Company and its stockholders.
|
13 |
|
|
|
|
PROXY STATEMENT |
Under Delaware law, a nominee who receives a plurality of the votes cast at the 2025 Annual Meeting will be elected as a director (subject to the Resignation Policy described above). The “plurality” standard means the nominees who receive the largest number of “FOR” votes cast are elected as directors of the Company. Thus, the number of shares not voted for the election of a nominee (and the number of “withhold” votes cast with respect to that nominee) will not affect the determination of whether that nominee has received the necessary votes for election under Delaware law. However, the number of “withhold” votes with respect to a nominee will affect whether or not the Resignation Policy will apply to that individual. If any nominee is unable or declines to serve, proxies will be voted for the balance of those named and for such person as shall be designated by the Board, on recommendation by the Nominating, Governance & Sustainability Committee, to replace any such nominee. However, the Board does not anticipate that this will occur.
Stockholders do not have the right to cumulate their votes for the election of directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” each of the ten (10) nominees. Votes withheld from a nominee will be counted for purposes of determining whether a quorum is present but will not be counted as an affirmative vote for such nominee.
The Board of Directors recommends a vote “ FOR ” the election of each of the nominees named above.
|
14 |
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||
|
|
|
|
PROXY STATEMENT |
Director Compensation
The compensation policy for non-employee directors for the fiscal year ended December 31, 2024, was as follows:
|
|
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|
Compensation Elements for Non-Employee Directors |
||
|
Compensation Element |
|
2024 Compensation Program |
|
Annual Board Cash Retainer |
|
●
$60,000 annual cash retainer paid in equal quarterly installments to each Board member.
|
|
|
|
●
$65,000 additional annual cash retainer for the Chairman of the Board, paid in equal quarterly installments.
|
|
Annual Board Equity Retainer |
|
●
Restricted stock units with an approximate value of $200,000 granted annually to each non-employee director on the date of his or her re-election at the 2025 Annual Meeting; each annual grant will vest one year from the date of grant.
●
Additional restricted stock units with an approximate value of $65,000 granted annually to the Chairman of the Board on the date of his or her reelection at the 2025 Annual Meeting; each annual grant will vest one year from the date of grant.
(1)
●
The Board may (but is not required to) grant restricted stock units to a new non-employee director upon initial election or appointment to the Board.
|
|
Annual Chair Cash Fees |
|
●
$30,000 annual cash retainer fee for Audit and Finance Committee Chair.
●
$25,000 annual cash retainer fee for Compensation Committee Chair.
●
$15,000 annual cash retainer fee for Nominating, Governance & Sustainability Committee Chair.
|
|
Annual Committee Member Retainer |
|
●
$13,000 annual cash retainer fee for Audit and Finance Committee members.
●
$10,000 annual cash retainer fee for Compensation Committee members.
●
$5,000 annual cash retainer fee for Nominating, Governance & Sustainability Committee members.
|
(1) The Board approved in April 2024 an increase of $15,000 to the value of the annual equity retainer for the Chairman of the Board.
In August 2024, our Board of Directors adopted Stock Ownership Guidelines that require non-employee directors to own an amount of stock of the Company with a value equal to at least five times the annual retainer for Board service (exclusive of any compensation for committee service, meeting fees, leadership roles, etc.), based in each case, on the volume weighted average closing price of the Company’s stock for the thirty days ended immediately prior to March 31 of the applicable year (or another determination date of the Compensation Committee’s choosing) and subject to the terms in the Stock Ownership Guidelines. The Stock Ownership Guidelines provide for a phase-in period over five years for each member to achieve the requisite ownership
|
15 |
|
|
|
|
PROXY STATEMENT |
requirements. All non-employee members of the Board either currently conform to the Stock Ownership Guidelines or are on track to meet the ownership goal within the required time frame.
The Compensation Committee continually reviews and monitors non-employee director compensation, uses market data for comparisons to peer programs, and works with the Company’s independent compensation consultant, Compensia, Inc., to ensure the program remains appropriate.
The following table details director compensation for 2024.
|
2024 Director Compensation |
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Change in |
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|
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|
|
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|
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|
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|
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|
Pension Value |
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|
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|
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|
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|
|
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|
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and |
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Nonqualified |
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|
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|
Non-Equity |
|
Deferred |
|
|
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|
|
|
|
|
Fee Earned or |
|
|
|
|
Option |
|
Incentive Plan |
|
Compensation |
|
All Other |
|
|
|
|
|
|
|
Paid in Cash |
|
Stock Awards |
|
Awards |
|
Compensation |
|
Earnings |
|
Compensation |
|
Total |
|||
|
Name |
|
($) |
|
($) (1) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|||
|
Grant H. Beard |
|
|
125,000 |
|
|
256,342 |
|
— |
|
— |
|
— |
|
— |
|
|
381,342 |
|
Frederick A. Ball |
|
|
85,000 |
|
|
205,093 |
|
— |
|
— |
|
— |
|
— |
|
|
290,093 |
|
Anne T. DelSanto |
|
|
75,000 |
|
|
205,093 |
|
— |
|
— |
|
— |
|
— |
|
|
280,093 |
|
Tina M. Donikowski |
|
|
87,250 |
(2) |
|
205,093 |
|
— |
|
— |
|
— |
|
— |
|
|
292,343 |
|
Ronald C. Foster |
|
|
90,000 |
|
|
205,093 |
|
— |
|
— |
|
— |
|
— |
|
|
295,093 |
|
Lanesha T. Minnix |
|
|
78,000 |
|
|
205,093 |
|
— |
|
— |
|
— |
|
— |
|
|
283,093 |
|
David W. Reed |
|
|
70,750 |
(3) |
|
205,093 |
|
— |
|
— |
|
— |
|
— |
|
|
275,843 |
|
John A. Roush |
|
|
75,000 |
|
|
205,093 |
|
— |
|
— |
|
— |
|
— |
|
|
280,093 |
|
Brian M. Shirley |
|
|
73,000 |
|
|
205,093 |
|
— |
|
— |
|
— |
|
— |
|
|
278,093 |
|
Stephen D. Kelley |
|
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
| (1) | On May 3, 2024, Messrs. Beard, Ball, Foster, Reed, Roush, and Shirley and Mses. Donikowski, DelSanto and Minnix were each granted 2,093 restricted stock units (“RSUs”) for their service on the Board. On May 3, 2024, Mr. Beard was granted an additional 523 RSUs for his service as Chairman of the Board. All RSUs granted on May 3, 2024, vest on May 3, 2025, and were the only outstanding unvested equity awards held by these directors as of December 31, 2024. The Company’s closing stock price on May 3, 2024, was $97.99. |
| (2) | Reflects three fiscal quarters of service on the Audit and Finance Committee and one fiscal quarter of service on the Compensation Committee. |
| (3) | Reflects three fiscal quarters of service on the Compensation Committee and one fiscal quarter of service on the Audit and Finance Committee. |
|
16 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Corporate Governance
Our Governance Best Practices
|
WHAT WE DO |
|
WHAT WE DO NOT DO |
|
✔ We specify in our Board Governance Guidelines that the Chairman of the Board and CEO positions must be held by separate persons in order to ensure effective management oversight. ✔ We aim to have a substantial portion of executive compensation be performance-based. ✔ We maintain a highly independent and diverse Board of Directors. ✔ We maintain robust stock ownership guidelines for directors and executives. ✔ We have annual elections of directors. ✔ We conduct annual Board, committee, and director evaluations. ✔ We have regular executive sessions of independent directors. |
|
Ñ We do not have any interlocking relationships among our directors. Ñ We do not have excise tax gross-up arrangements with any of our executive officers. Ñ We do not guarantee incentive awards. Ñ We do not permit hedging or pledging of company stock. Ñ We do not provide significant perquisites or separate pension programs to our executive officers. Ñ We do not have a poison pill. |
|
do |
|
Board Governance Structure
The Board Governance Guidelines set forth the Board’s policy that the positions of Chairman of the Board and Chief Executive Officer should be held by separate persons to aid in the Board’s oversight of management. The Board Governance Guidelines are available on our website at www.advancedenergy.com/en-us/about/leadership .
The Company believes this Board leadership structure is most appropriate for the Company because it provides the Board with increased independence. Additionally, we separate the roles of Chairman of the Board and Chief Executive Officer in recognition of the differences between the two roles as they are presently defined. The principal responsibility of the Chief Executive Officer is to manage the business of the Company, whereas the principal responsibilities of the Chairman of the Board are to manage the operations of the Board of Directors and its committees and provide oversight and counsel to the Chief Executive Officer on behalf of the Board.
Risk Oversight
Senior management manages material risks and reviews such risks with the Chief Executive Officer, and if warranted, the Board. As part of its general oversight role, the Board reviews business reports from management that routinely outline operational risks that may exist from time to time. In addition, for risks related more specifically to the financial operations of the Company, such as credit risk, liquidity risk, and cybersecurity, the Audit and Finance Committee examines reports from management and reviews such risks in light of the Company’s business operations.
|
17 |
|
|
|
|
PROXY STATEMENT |
Attendance and Meetings
In 2024, the Board of Directors held eight meetings, and the independent directors of the Board held four executive sessions. Each of the directors attended above 75% of the aggregate number of meetings of the Board of Directors (held during the period for which he or she was a director) and the committees that he or she served on (during the period for which he or she was a committee member).
Members of the Board of Directors are welcomed and encouraged, but not required, to attend the 2025 Annual Meeting. The Company’s annual meeting of stockholders held on April 25, 2024 (the “2024 Annual Meeting”) was attended in person or by telephone by all of the nominees and then-members of the Board of Directors.
Board Committees
To support effective corporate governance, our Board of Directors delegates certain responsibilities to its committees, who report on their activities to the Board. These committees act pursuant to written charters adopted by the Board and have the authority to engage legal counsel or other advisors or consultants as they deem appropriate to carry out their responsibilities.
The Board’s standing committees consist of the Audit and Finance Committee, the Nominating, Governance & Sustainability Committee, and the Compensation Committee.
|
|
AUDIT AND FINANCE COMMITTEE |
|
||
|
|
|
|||
|
Meetings: 11 |
||||
|
Chair: Ronald C. Foster |
||||
|
Other Members: |
||||
|
●
Brian M. Shirley
|
●
Lanesha T. Minnix
|
●
David W. Reed
|
||
|
Independence: 100% compliance with Nasdaq and SEC rules. The Board of Directors determined that each of the members of the Audit and Finance Committee is “independent” in accordance with the Nasdaq Stock Market Rules and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
||||
|
Financial Expertise: 100% compliance with SEC rules. The Board of Directors has evaluated the credentials of Messrs. Foster, Reed and Shirley and determined that they are “audit committee financial experts” as defined under the rules promulgated by the SEC. |
||||
|
Charter: Available at www.advancedenergy.com/en-us/about/leadership |
||||
|
Key Responsibilities: |
||||
|
●
appoint and oversee Advanced Energy’s independent registered public accounting firm;
|
||||
|
●
pre-approve audit, audit-related, and non-audit services, terms, and fees charged by the independent registered public accounting firm;
|
||||
|
●
supervise and monitor the performance of the Company’s internal audit department;
|
||||
|
●
monitor the integrity of the Company’s financial reporting process and review the adequacy and effectiveness of Company’s internal control over financial reporting;
|
||||
|
●
review and discuss the financial statements and disclosure thereof, quarterly earnings press releases, any financial information, and earnings guidance, and approve, or recommend to the Board for approval, the filing of the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q;
|
||||
|
18 |
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|
||
|
|
|
|
PROXY STATEMENT |
|
●
establish and maintain procedures for confidential and anonymous submission of concerns regarding internal control over financial reporting or auditing matters and reporting of potential misconduct or undue risk;
|
||||
|
●
review and discuss the Company’s capital structure and capital allocation strategies;
|
||||
|
●
review and approve related party transactions;
|
||||
|
●
at least annually receive reports from the General Counsel and discuss the adequacy of the Company’s policies and practices related compliance with applicable laws and regulations;
|
||||
|
●
oversee financial-related risks and the Company’s practices with respect to enterprise risk management;
|
||||
|
●
review information security and related information technology and cybersecurity risks, controls and procedures, as well as any specific cybersecurity or information security issues that could affect the Company’s internal controls, other risks relevant to the Company’s computerized or physical information system controls and securities and IT strategies, plans and execution; and
|
||||
|
●
advise and assist the Compensation Committee, as appropriate, in the event of any restatement that may give rise to a compensation clawback under the Company’s clawback policy.
|
||||
|
Audit Fees: The Audit and Finance Committee pre-approves all audit and permissible non-audit services provided by Advanced Energy’s independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is provided by category of service, with approvals for specific fees within each pre-approved category made by management. The Audit and Finance Committee pre-approved all of the services provided in 2024 by Ernst & Young LLP, Advanced Energy’s independent registered public accounting firm. |
||||
|
Financial Statements: The Audit and Finance Committee also conducts financial reviews with Advanced Energy’s independent registered public accounting firm prior to the release of financial information in the Company’s forms 10-K and 10-Q. Management has primary responsibility for Advanced Energy’s financial statements and the overall reporting process, including systems of internal controls. The independent registered public accounting firm audits the annual financial statements prepared by management, expresses an opinion as to whether those financial statements fairly present the financial position, results of operations and cash flows of Advanced Energy in conformity with accounting principles generally accepted in the United States and discusses with the Audit and Finance Committee any issues they believe should be raised. |
|
19 |
|
|
|
|
PROXY STATEMENT |
Report of the Audit and Finance Committee
In accordance with the Audit and Finance Committee’s written charter duly adopted by the Board of Directors, we have reviewed Advanced Energy’s audited financial statements, as of and for the year ended December 31, 2024, and met together and separately with both management and Ernst & Young LLP, the Company’s independent registered public accounting firm for 2024, to discuss Advanced Energy’s audited financial statements as of and for the year ended December 31, 2024. In addition, the Audit and Finance Committee has discussed with the independent registered public accounting firm the matters outlined in Statement on Auditing Standards No. 1301, as amended (Communication with Audit Committees), to the extent applicable and received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). Further, the Audit and Finance Committee received the written disclosures and the letter from the independent accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit and Finance Committee concerning independence, and discussed with the independent registered public accounting firm the independent accountant’s independence.
Based on its review and discussion of the foregoing matters and information, the Audit and Finance Committee recommended to the Board of Directors that the audited financial statements referenced above be included in Advanced Energy’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. The Audit and Finance Committee has recommended the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025, subject to stockholder ratification.
The Audit and Finance Committee
Ronald C. Foster, Chairman
Lanesha T. Minnix
David W. Reed
Brian M. Shirley
This report of the Audit and Finance Committee is not deemed “soliciting material” and is not deemed filed with the SEC or subject to Regulation 14A or the liabilities under Section 18 of the Exchange Act.
|
20 |
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|
||
|
|
|
|
PROXY STATEMENT |
|
|
NOMINATING, GOVERNANCE & SUSTAINABILITY COMMITTEE |
|
||
|
|
|
|||
|
Meetings: 4 |
||||
|
Chair: Tina M. Donikowski |
||||
|
Other Members: |
||||
|
●
Anne T. DelSanto
|
●
Lanesha T. Minnix
|
●
John A. Roush
|
||
|
Independence: 100% compliance with Nasdaq rules. Each of the members of the Nominating, Governance & Sustainability Committee is an “independent director” within the meaning of the Nasdaq Stock Market Rules. |
||||
|
Charter: Available at www.advancedenergy.com/en-us/about/leadership |
||||
|
Key Responsibilities: |
||||
|
●
review the composition and size of the Board;
|
||||
|
●
determine skills, experience, characteristics, and other criteria to serve as a director;
|
||||
|
●
identify and screen individuals qualified to become directors, consider candidates recommended by stockholders, and recommend to the Board the slate of director nominees for election by stockholders and any candidates to appointed by the Board to fill vacancies between stockholder meetings;
|
||||
|
●
assist with assessment of director independence;
|
||||
|
●
recommend to the Board directors to be appointed to serve on Board committees and as chairs of each committee;
|
||||
|
●
sponsor and oversee performance evaluations for each of the Board committees and the Board as a whole, including director peer evaluations;
|
||||
|
●
oversee director succession planning and execute duties delegated to the committee, such as developing emergency succession plans and selection processes in connection with CEO succession;
|
||||
|
●
review corporate governance principles and practices of Advanced Energy and, as appropriate, recommend any changes to the Board;
|
||||
|
●
periodically review and reassess the adequacy of Advanced Energy’s charter and by-laws;
|
||||
|
●
review the Company’s sustainability program and goals and the Company’s progress towards achieving those goals; and
|
||||
|
●
review ESG trends that could impact the Company’s business operations, performance, and reputation.
|
||||
Director Nominations
The Nominating, Governance & Sustainability Committee evaluates and interviews potential director candidates. All members of the Board may interview the final candidates. The Nominating, Governance & Sustainability Committee of the Board considers candidates for director nominees proposed by directors and stockholders, as described in more detail below. The Nominating, Governance & Sustainability Committee may retain recruiting professionals to assist in identifying and evaluating candidates for director nominees. The Nominating, Governance & Sustainability Committee has no stated specific or minimum qualifications that must be met by a candidate for director. However, as set forth in the Company’s Board Governance Guidelines, the Nominating, Governance & Sustainability Committee strives for a mix of skills and diverse perspectives that will comprise an effective Board. In selecting nominees, the Nominating, Governance & Sustainability Committee assesses the independence, character, and acumen of candidates. The Nominating, Governance &
|
21 |
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|
|
|
PROXY STATEMENT |
Sustainability Committee also endeavors to establish a number of areas of collective core competency of the Board and assess whether a candidate possesses skills that would be complementary to the Board, including business judgment, leadership, strategic vision and knowledge of management, accounting, finance, industry, technology, manufacturing, international markets and marketing. Additional criteria include a candidate’s personal and professional ethics, integrity and values, as well as his or her willingness to devote sufficient time to prepare for and attend meetings and participate effectively on the Board.
The Board Governance Guidelines provide that the Nominating, Governance & Sustainability Committee is responsible for reviewing with the Board, from time to time, the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. In assessing the diversity of the Board, the Nominating, Governance & Sustainability Committee considers such factors as leadership, character, reputation, integrity, judgment, age, understanding of and experience in manufacturing, technology expertise, finance and marketing acumen, and exposure and experience in international markets. The Board values a diverse set of viewpoints and experiences and also considers gender and ethnic diversity. These factors, which are among the factors the Board and the Nominating, Governance & Sustainability Committee considers useful to a well-functioning board, are reviewed in the context of assessing the perceived needs of the Board at any particular point in time and in its search for potential nominees.
The Nominating, Governance & Sustainability Committee will consider any and all director candidate recommendations by our stockholders that are submitted in accordance with the procedures set forth in the Company’s Third Amended and Restated By-Laws. The Nominating, Governance & Sustainability Committee will apply the same processes and criteria in evaluating director candidates recommended by stockholders as it applies in evaluating director candidates recommended by directors, members of management, or any other person. If you are a stockholder and wish to recommend a candidate for nomination to the Board of Directors, you should submit your recommendation in writing to the Nominating, Governance & Sustainability Committee, in care of the Corporate Secretary of Advanced Energy, at 1595 Wynkoop St., Suite 800, Denver, Colorado 80202. Your recommendation must include all of the information set forth in Article III, Section 6(a) of the Third Amended and Restated By-Laws of Advanced Energy, including but not limited to, your name and address, the class and number of shares of Advanced Energy which are, directly or indirectly, owned beneficially and of record, the name of the person you recommend for nomination, the reasons for your recommendation, a summary of the person’s business history and other qualifications as a director of Advanced Energy, and whether such person has agreed to serve, if elected, as a director of Advanced Energy. Please also see the information under the section entitled “ Proposals of Stockholders ” on page 66 of this proxy statement.
|
22 |
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|
||
|
|
|
|
PROXY STATEMENT |
|
|
COMPENSATION COMMITTEE |
|
||
|
|
|
|||
|
Meetings: 5 |
||||
|
Chair: Frederick A. Ball |
||||
|
Other Members: |
||||
|
●
Anne T. DelSanto
|
●
Tina M. Donikowski
|
●
John A. Roush
|
||
|
Independence: 100% compliance with Nasdaq rules. Each of the members of the Compensation Committee is an “independent director” within the meaning of the Nasdaq Stock Market Rules. |
||||
|
Non-Employee: 100% compliance with SEC rules. Each of the members of the Compensation Committee is an “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. |
||||
|
Charter: Available at www.advancedenergy.com/en-us/about/leadership |
||||
|
Key Responsibilities: |
||||
|
●
annually review and approve, or review and recommend to the Board for approval, the salaries, incentives, and other forms of compensation for the Chief Executive Officer and other senior executives of Advanced Energy;
|
||||
|
●
review and approve, or recommend to the Board for approval, senior executive employment agreements, severance agreements and change in control agreements/provisions;
|
||||
|
●
conduct annual executive compensation risk assessment;
|
||||
|
●
adopt, administer, approve, and ratify incentive compensation and stock plans and awards thereunder;
|
||||
|
●
review and make recommendations to the Board regarding incentive-based compensation recovery, or “clawback,” policies, and administer as appropriate;
|
||||
|
●
review and propose to the Board from time to time changes in director compensation;
|
||||
|
●
review human resources management strategy;
|
||||
|
●
review CEO and executive management succession planning and recommendations for discussion with the Board;
|
||||
|
●
establish stock ownership thresholds applicable to directors and senior executives;
|
||||
|
●
periodically review benefit, incentive compensation, and stock plans, compensation agreements, plans, policies, and arrangements, and establish procedures and mechanisms designed to cause the same to comply with applicable laws and regulation; and
|
||||
|
●
approve, or recommend to the Board for approval, policies relating to compensation and benefit plans.
|
||||
|
Compensation Consultant: The Compensation Committee retains an independent compensation consultant to assist and advise the Compensation Committee in fulfilling the above responsibilities. For the 2024 fiscal year, the Compensation Committee engaged Compensia, Inc. to conduct a competitive review of executive compensation and advise the Compensation Committee on other compensation related matters, such as the Company’s long-term incentive compensation programs for its executive officers and its compensation program for its non-employee directors . |
||||
|
23 |
|
|
|
|
PROXY STATEMENT |
Advanced Energy’s Commitment to Corporate Responsibility
Our approach to environmental, social, and governance (“ESG”) matters and corporate responsibility is an integral part of our commitment to deliver long-term value to our global stakeholders.
Sustainability is key to our strategy in the products we make, the way we operate, and how we govern as a public company. We believe that our efforts to increase power conversion efficiency and to improve the efficiency of our operations reflect our commitment to minimizing the environmental impact and carbon emissions that may be linked to the industries we serve. We are committed to the responsible sourcing of the materials in our products, and we seek to engage with and have a positive impact on the local communities where we operate. We also aspire to be a premier employer and good corporate citizen. We recognize that diverse perspectives and collaboration enable us to drive innovation and future growth for our global customers.
Our commitment is driven from the highest levels of the Company, including the Chief Executive Officer, executive management team, and Board of Directors. The Nominating, Governance & Sustainability Committee of our Board oversees the Company’s sustainability program. As indicated in its charter, the Nominating, Governance & Sustainability Committee is directed to review the Company’s progress towards achieving its sustainability goals, as well as to review ESG trends that could impact our operations, performance, and reputation. Our ESG governance structure also includes an ESG Steering Committee and ESG working group, comprised of stakeholders from key functions across the Company, such as Operations, Human Resources, Legal, Finance, and Sales. The ESG Steering Committee is responsible for providing management-level guidance on our ESG approach, while the ESG working group reports to the Steering Committee and is responsible for the implementation of ESG initiatives that advance our ESG program.
We are excited to share selected “value driven” ESG initiatives, areas of focus, and accomplishments on the following page. We look forward to making a difference in the markets and communities we serve.
|
24 |
|
|
||
|
|
|
|
PROXY STATEMENT |
|
|
Environment |
|
|
|
|
Energy-Efficient Products. Advanced Energy’s dedicated R&D teams strive to improve power conversion efficiency, balanced with exceptional stability and nimble control and response. Energy-Efficient Operations. Advanced Energy makes continuous improvements to reduce our energy usage in our global factories. For example, our Philippines factory is a three-time Philippine Economic Zone Authority (PEZA) Hall of Fame Awardee for Outstanding Environmental Performance. We also track our greenhouse gas emissions at key manufacturing sites in line with the Greenhouse Gas Protocol and report through the Carbon Disclosure Project (CDP). Reducing Waste. Advanced Energy strives to reduce waste and conserve natural resources through efficiency improvements and recycling. Our manufacturing facilities actively manage and endeavor to minimize waste generation, and we have implemented water treatment and wastewater recycling programs at our key manufacturing sites. In addition, our packaging team strives to design outgoing packaging that minimizes material use and uses recyclable resources. |
|
Culture. We have approximately 10,000 employees located across the globe. Each person’s background and unique skill set are fundamental to our success, and we strive to provide an inclusive work environment where all employees feel respected, valued, and empowered. Our Corporate Diversity & Inclusion Steering Committee provides guidance, coordination, and support to local diversity and inclusion activities. We also have an active Women’s Leadership Forum focused on career development and networking. Community Involvement. We have an active Community Investment Steering Committee and offer employees paid time off to participate in Company organized initiatives and volunteer with non-profit organizations of their choice. Our Child of Employee Scholarship Program, available to children of Advanced Energy employees, celebrates education accomplishments and provides financial support for them to pursue their career and learning goals. We also offer an annual Advanced Energy STEM (science, technology, engineering, and mathematics) Scholarship in the U.S. to support and develop emerging talent in STEM. |
||
|
25 |
|
|
|
|
PROXY STATEMENT |
|
|
Governance |
|
|
Ethical Business Practices |
|
Commitment. Advanced Energy is firmly committed to strong and effective corporate governance practices and accountability to our stockholders.
Continuous Improvement.
We routinely review our governance practices against evolving best practices and consider feedback and input from our stockholders. We encourage you to review our Board Governance
Guidelines on our website at
www.advancedenergy.com/
en-us/about/
Core Values. At all levels of our organization, Advanced Energy delivers results by building a culture grounded in our Core Values: innovation, integrity, empowerment, partnership, accountability, and execution. Transparency. We are committed to transparency in all parts of our business to promote accountability, cultivate trust, and foster open communication. We believe that transparency leads to improvements to our processes and policies and ultimately contributes to our success. |
|
Code of Ethical Conduct. Integrity at Our Core , our Code of Ethical Conduct (the “Code”), sets guiding principles that underpin the behaviors, responsibilities, and values all persons associated with the Company are expected to uphold. The Code may be viewed on our website at www.advancedenergy.com/en-us/about/environment-social-and-governance . Human Rights. Respecting the human rights of employees and all those involved in our business operations is a core principle for Advanced Energy. The Code prohibits activities involving slave, forced, bonded, or indentured labor and child labor, and we require suppliers to use no forced labor themselves or in their supply chains. Supply Chain. We are committed to responsible sourcing of the materials that make up our products. We conduct due diligence and supplier risk analysis on direct suppliers with respect to conflict minerals, and we urge high-risk suppliers to eliminate non-conformance smelters in our supply chain. Capacity Building and Grievance Reporting. We actively communicate with employees on ethical business practices and provide a 24-hour anonymous hotline for employees, contractors, supply chain workers, and other stakeholders to voice concerns and report any misconduct or ethics issues. |
||
|
26 |
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|
||
|
|
|
|
PROXY STATEMENT |
Proposal No. 2 - R atification of the Appointment of Ernst & Young LLP as Advanced Energy’s Independent Registered Public Accounting Firm for 2025
|
|
||
|
What am I voting on and how should I vote? |
You are being asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year. Although our governing documents and applicable law do not require us to submit this matter to stockholders, the Board believes that asking stockholders to ratify the appointment of Ernst & Young LLP is consistent with best practices in corporate governance. We believe that Ernst & Young LLP is sufficiently qualified to conduct their duties as independent registered public accounting firm . The Board of Directors therefore recommends you vote “FOR” the ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2025. |
Ratification of Independent Registered Accounting Firm
The Audit and Finance Committee is directly responsible for the appointment, retention, and oversight of the work of any independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company and its subsidiaries.
If stockholders do not ratify the appointment of Ernst & Young LLP, the Audit and Finance Committee will regard such vote as a direction to consider the appointment of a different independent registered public accounting firm. Even if the appointment of Ernst & Young LLP is ratified by the stockholders, the Audit and Finance Committee has the discretion to select a different independent registered public accounting firm at any time if it determines that a change would be in our and our stockholders’ best interests.
|
27 |
|
|
|
|
PROXY STATEMENT |
Independent Registered Public Accounting Firm Fees and Services
The following table presents fees billed to Advanced Energy for professional services rendered by Ernst & Young LLP, our independent registered public accounting firm for 2024 and 2023. All of the fees in the following table were approved by the Audit and Finance Committee in conformity with its pre-approval process. Pre-approval generally is provided for up to one year, and any pre-approval is detailed as to the category of services and generally is subject to a specific budget. The independent registered public accounting firm and Advanced Energy’s management are required to periodically report to the Audit and Finance Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, including the fees for the services performed to date. In addition, the Audit and Finance Committee also may pre-approve particular services on a case-by-case basis, as required.
|
Fee Category |
|
2024 |
|
2023 |
|
|
|
|
|
(In thousands) |
||
|
Audit Fees |
(1) |
$ |
4,440 |
$ |
4,451 |
|
Audit Related Fees |
(2) |
|
60 |
|
— |
|
Tax Fees |
(3) |
|
881 |
|
796 |
|
All Other Fees |
(4) |
|
5 |
|
— |
|
Total Fees |
|
$ |
5,386 |
$ |
5,247 |
| (1) | Audit Fees consisted of fees for (a) professional services rendered for the annual audit of Advanced Energy’s consolidated financial statements and internal controls over financial reporting, (b) review of the interim consolidated financial statements included in quarterly reports, and (c) services that are typically provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements. |
| (2) | Audit Related Fees consisted of fees for assurance and related services that were reasonably related to the performance of the audit or review of Advanced Energy’s consolidated financial statements and are not reported under “Audit Fees.” |
| (3) | Tax Fees consisted of fees for tax advice and/or tax planning during 2024 and 2023. |
| (4) | All Other Fees for 2024 primarily included the annual subscription to online accounting reference tools. |
Required Vote
Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for Advanced Energy for 2025 requires the affirmative “FOR” vote of a majority of the shares present at the 2025 Annual Meeting (by proxy or in person), excluding abstentions and broker non-votes.
Representatives of Ernst & Young LLP are expected to be present at the 2025 Annual Meeting to respond to appropriate questions and to make a statement should they so desire.
The Board of Directors recommends a vote “ FOR ” the ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2025.
|
28 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Proposal No. 3 - A dvisory Approval of the Company’s Named Executive Officer Compensation
|
|
||
|
What am I voting on and how should I vote? |
We are providing our stockholders an opportunity to indicate whether they approve of our named executive officer compensation as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion in this proxy statement. This proposal is required pursuant to Section 14A of the Exchange Act. Although this vote is advisory and is not binding on the Company, the Compensation Committee of the Board will take into account the outcome of the vote when considering future executive compensation decisions. We believe that our compensation philosophy and practices are consistent with market practices, designed to retain key executives and reward company performance, and aligned with long-term stockholder interests. The Board of Directors therefore recommends you vote “FOR” the below resolution. |
“RESOLVED, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
|
This advisory vote, commonly referred to as “say on pay,” is not intended to address any specific item of compensation, but instead relates to our overall compensation philosophy as described in “ Compensation Discussion and Analysis ,” the tabular disclosures regarding named executive officer compensation, and the narrative disclosure accompanying the tabular presentation. These disclosures allow you to view the trends in our executive compensation program and the application of our compensation philosophies for the years presented. |
|
|
99 % |
|
|
At the 2024 Annual Meeting, over 99% of the votes cast approved our “say on pay” proposal. |
|
|
|
Advanced Energy’s compensation program is designed and administered by the Compensation Committee, which is composed entirely of “independent directors” within the meaning of the Nasdaq Stock Market Rules. We carefully consider many different factors, as described in the section “ Compensation Discussion and Analysis, ” in order to provide appropriate compensation for our executives. Our executive compensation program is intended to attract, motivate, and reward the executive talent required to achieve our corporate objectives and increase stockholder value. The Compensation Committee has designed our compensation program to be competitive with the compensation offered by those peers with whom we may compete for executive talent. Targets for base salaries, annual cash incentives, and long-term equity incentive awards for executives factor in competitive data. A large proportion of our executive officers’ total potential compensation is performance-based in order to align their interests with those of our stockholders, place more of their
|
29 |
|
|
|
|
PROXY STATEMENT |
compensation at risk, and emphasize a long-term strategic view. The Compensation Committee deliberately designs compensation objectives in order to allocate a significant percentage of each of our named executive officers’ compensation to performance-based measures.
As discussed in “ Compensation Discussion and Analysis ” beginning on page 33 of this proxy statement, we believe that our executive compensation program properly links executive compensation to Company performance and aligns the interests of our executive officers with those of our stockholders.
Executive Compensation Objectives
The Compensation Committee believes that executive compensation is a meaningful tool to communicate, align, and reinforce business priorities that support our stockholders’ interests. We also believe it is an important element in the attraction, retention, and recognition of leadership and key talent for the Company. In designing an effective structure, the Compensation Committee follows these key principles:
| ● | Pay for performance – aligning pay with a balanced view of performance across leadership priorities to support stockholders’ interest in sustainable results; |
| ● | Appropriate pay levels – ensuring targets are reasonable based on position, performance, and market context; and |
| ● | Strong governance – structuring our program with a balanced incentive design to promote the successful execution of our strategic objectives and dutifully manage risk. |
Required Vote
Advisory approval of the Company’s named executive officer compensation requires the affirmative “FOR” vote of a majority of the shares present at the 2025 Annual Meeting (by proxy or in person), excluding abstentions and broker non-votes. The vote on this proposal is advisory in nature and, therefore, is not binding on the Company; however, the Board and Compensation Committee will review the results and take into consideration such results when making future executive compensation decisions.
The Company will ask its stockholders to consider an advisory vote on the compensation of our named executive officers every year until the next vote of our stockholders on the frequency of such advisory votes at our 2029 annual meeting of stockholders pursuant to applicable SEC rules, at which time we will consider the outcome of the vote and decide how frequently to hold such future advisory votes.
The Board of Directors recommends a vote “ FOR ” the approval of the Company’s named executive officer compensation .
|
30 |
|
|
||
|
|
|
|
PROXY STATEMENT |
| (1) | Security Ow nership of Certain Beneficial Owners and Management |
As of February 1, 2025, there were 37,720,277 shares of the Company’s common stock outstanding. The following table sets forth the beneficial ownership of Advanced Energy common stock as of February 1, 2025 (unless otherwise noted) by:
| ● | each person known to us to beneficially own more than five percent (5%) of the outstanding common stock; |
| ● | each director and nominee for director; |
| ● | each named executive officer and former named executive officer that held executive leadership roles during 2024; and |
| ● | the directors and executive officers as a group. |
Unless otherwise indicated, the address of each individual named below is c/o Advanced Energy Industries, Inc., 1595 Wynkoop St., Suite 800, Denver, Colorado 80202.
|
|
|
Shares of Common |
|
|
|
|
|
Stock Beneficially |
|
|
|
Name of Stockholder |
|
Owned ** |
|
Percent Owned |
|
BlackRock, Inc. |
|
5,986,069 |
(1) |
15.9% |
|
The Vanguard Group |
|
4,913,669 |
(2) |
13.0% |
|
FMR LLC |
|
4,146,831 |
(3) |
11.0% |
|
Ameriprise Financial, Inc. |
|
2,492,027 |
(4) |
6.6% |
|
Stephen D. Kelley, President, Chief Executive Officer, and Director |
|
118,826 |
(5)(6)(7) |
* |
|
Paul R Oldham, Executive Vice President and Chief Financial Officer |
|
52,873 |
(5)(6)(7) |
* |
|
Elizabeth K. Vonne, Executive Vice President and General Counsel |
|
9,253 |
(5)(6)(7) |
* |
|
Eduardo Bernal Acebedo, Executive Vice President and Chief Operations Officer |
|
51,667 |
(5)(6)(7) |
* |
|
John Donaghey, Executive Vice President and Global Head of Sales |
|
24,060 |
(5)(6)(7) |
* |
|
Grant H. Beard, Chairman of the Board of Directors |
|
63,150 |
(8) |
* |
|
Frederick A. Ball, Director |
|
37,157 |
(8) |
* |
|
Anne T. DelSanto, Director |
|
6,721 |
(8) |
* |
|
Tina M. Donikowski, Director |
|
8,412 |
(8) |
* |
|
Ronald C. Foster, Director |
|
39,107 |
(8) |
* |
|
Lanesha T. Minnix, Director |
|
5,092 |
(8) |
* |
|
David W. Reed, Director |
|
5,490 |
(8) |
* |
|
John A. Roush, Director |
|
35,725 |
(8) |
* |
|
Brian M. Shirley, Director |
|
4,725 |
(8) |
* |
|
All executive officers and directors, as a group (14 persons) |
|
462,258 |
|
1.2% |
|
* |
Less than 1% and unless otherwise noted, all shares are held either directly or indirectly by individuals possessing sole voting and investment power with respect to such shares. |
| (1) | Information as to the amount and nature of beneficial ownership was obtained from the Schedule 13G/A filed with the SEC on January 22, 2024, by BlackRock, Inc. BlackRock, Inc. reports sole voting power over 5,925,633 shares and sole dispositive power over 5,986,069 shares. The address for BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. None of Blackrock, Inc.’s subsidiaries claim beneficial ownership of 5% or greater of the outstanding shares of the Company’s stock except for BlackRock Fund Advisors. |
|
31 |
|
|
|
|
PROXY STATEMENT |
| (2) | Information as to the amount and nature of beneficial ownership was obtained from the Schedule 13G/A filed with the SEC on January 30, 2025, by The Vanguard Group. The Vanguard Group reports shared voting power over 70,331 shares, sole dispositive power over 4,798,346 shares and shared dispositive power over 115,323 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
| (3) | Information as to the amount and nature of beneficial ownership was obtained from the Schedule 13G/A filed with the SEC on February 9, 2024, by FMR LLC. FMR LLC reports sole voting power over 4,145,196 shares and sole dispositive power over 4,146,831 shares. The address for FMR LLC is 245 Summer Street, Boston, MA 02210. None of FMR LLC’s subsidiaries claim beneficial ownership of 5% or greater of the outstanding shares of the Company’s stock except for Fidelity Management & Research Company LLC. |
| (4) | Information as to the amount and nature of the beneficial ownership was obtained from the Schedule 13G/A filed with the SEC on February 14, 2024, by Ameriprise Financial, Inc. and Columbia Management Investment Advisers, LLC. Ameriprise Financial, Inc. reports shared voting power over 2,346,247 shares and shared dispositive power over 2,492,027 shares. Columbia Management Investment Advisers, LLC reports shared voting power over 2,343,914 shares and shared dispositive power over 2,370,640 shares. The address for Ameriprise Financial, Inc. is 145 Ameriprise Financial Center, Minneapolis, MN 55474. The address for Columbia Management Investment Advisers, LLC is 290 Congress Street, Boston, MA 02210. Ameriprise Financial, Inc. is the parent holding company of Columbia Management Investment Advisers, LLC, an investment adviser, and may be deemed to beneficially own the shares reported herein by Columbia Management Investment Advisers, LLC. Each of Ameriprise Financial, Inc. and Columbia Management Investment Advisers, LLC disclaims beneficial ownership of the shares of the Company’s stock reported herein. |
| (5) | Includes beneficial ownership of the following numbers of shares that may be acquired within 60 days of February 1, 2025, pursuant to stock options granted or assumed by Advanced Energy: |
|
Stephen D. Kelley |
|
11,154 |
|
Paul R Oldham |
|
18,126 |
|
Eduardo Bernal Acebedo |
|
18,126 |
|
Elizabeth K. Vonne |
|
— |
|
John Donaghey |
|
9,760 |
| (6) | Includes beneficial ownership of the following numbers of shares that will be acquired within 60 days of February 1, 2025, pursuant to time-based stock awards (also called “restricted stock units”) granted or assumed by Advanced Energy: |
|
Stephen D. Kelley |
|
30,254 |
|
Paul R Oldham |
|
5,824 |
|
Eduardo Bernal Acebedo |
|
10,062 |
|
Elizabeth K. Vonne |
|
3,273 |
|
John Donaghey |
|
4,004 |
| (7) | Includes beneficial ownership of the following numbers of shares that will be acquired within 60 days of February 1, 2025, pursuant to performance-based stock awards (also called “performance stock units”) granted or assumed by Advanced Energy: |
|
Stephen D. Kelley |
|
26,088 |
|
Paul R Oldham |
|
7,536 |
|
Eduardo Bernal Acebedo |
|
6,957 |
|
Elizabeth K. Vonne |
|
3,310 |
|
John Donaghey |
|
4,058 |
| (8) | The shares reported in the table do not include awards that will be granted to each non-employee director if such person is reelected to the Board of Directors at the 2025 Annual Meeting . |
|
32 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes our overall executive compensation philosophy and objectives for our named executive officers.
Our named executive officers for 2024 were the following five individuals:
|
Name |
Position |
|
Stephen Kelley |
President and Chief Executive Officer |
|
Paul Oldham |
Executive Vice President and Chief Financial Officer |
|
Eduardo Bernal Acebedo |
Executive Vice President and Chief Operations Officer |
|
Elizabeth Vonne |
Executive Vice President, General Counsel & Corporate Secretary |
|
John Donaghey |
Executive Vice President, Global Sales |
Our Compensation Committee reinforced our philosophy of “pay for performance culture” by making the majority of our named executive officers’ 2024 pay contingent on the achievement of financial and stock price performance through awards made under our Amended and Restated 2023 Omnibus Incentive Plan; our short-term incentive 2024 Annual Incentive Plan (referred to as the “2024 STI Plan”) and our 2024 long-term incentive equity awards (referred to as the “2024 LTI Plan”), which we discuss in more detail below. For the purposes of these calculations, at-risk pay includes the 2024 STI Plan at target and the 2024 LTI Plan grant date fair value of annual equity grants. In 2024, a majority of our named executive officers’ target compensation was performance-based compensation under our 2024 STI Plan and 2024 LTI Plan, consistent with our pay for performance culture.
|
33 |
|
|
|
|
PROXY STATEMENT |
Overview of 2024 Performance and Compensation
Fiscal Year 2024 Business Performance
In 2024, we faced soft market conditions driven by unprecedented industry-wide inventory corrections in both the Industrial and Medical and Telecom and Networking markets, partially offset by solid growth in the Semiconductor and Data Center Computing markets. While total 2024 revenue of $1.48 billion declined 10% year over year, first quarter revenue was the low point for the year, followed by sequential revenue growth in every quarter through year-end. By the fourth quarter, total revenue returned to year-over-year growth, with Semiconductor revenue achieving its highest level in two years and Data Center Computing product revenue reaching a record high.
During 2024, we reduced both fixed and variable costs and accelerated actions to optimize our manufacturing footprint. As a result, we improved our gross margins each quarter throughout the year and exited the fourth quarter with gross margins roughly two percentage points higher year-over-year. Increased investment in research and development yielded a significant wave of new products and design wins, partially offset by actions we took to reduce cost and improve efficiency. Although earnings declined year over year due to a soft first half of the year, we exited 2024 with fourth-quarter earnings per share at the highest level in the last two years (annualized to over $5 per share), highlighting the benefits of our cost reduction and margin improvement efforts.
We are encouraged by the significant progress we made in executing our strategic initiatives. In 2024, we delivered 35 new products, secured multiple new product qualifications, and built design-win momentum. In Semiconductor, we achieved the goal of delivering over 250 qualification units of our best-in-class eVoS TM , eVerest TM , and NavX TM products since launch. In Data Center Computing, we accelerated our technology roadmap to capitalize on high-end, high-power artificial intelligence data center opportunities, and in Industrial and Medical, we achieved a record number of design wins fueled by more new products and an enhanced go-to-market strategy. Finally, we acquired Airity Technologies, Inc., adding critical Gallium Nitride-based high voltage power conversion technologies and products to our portfolio.
|
While total 2024 revenue of $1.48 billion declined 10% year over year, first quarter revenue was the low point for the year, and we grew all other quarters through the year. |
|
34 |
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|
||
|
|
|
|
PROXY STATEMENT |
Highlights of our consolidated fiscal year 2022, 2023, and 2024 financial performance and key business metrics are provided below. All amounts are in millions, except for earnings per share.
|
|
|
|
|
|
* Indicates financial performance metric in the 2024 Short-Term Incentive Plan
Note: A reconciliation and discussion of the non-GAAP measures above are provided in
Appendix A
to
this proxy statement.
|
35 |
|
|
|
|
PROXY STATEMENT |
Compensation Philosophy and Objectives
Our Company’s long-term success depends on our ability to fulfill the expectations of our customers in a competitive environment and deliver value to stockholders. To achieve these goals, it is critical that we attract, motivate, and retain highly talented individuals at all levels of the organization who are committed to the Company’s values and objectives.
|
|
Pay Principles |
|
|
|
|
|
|
The Company strives to provide compensation to its executive officers that is:
●
linked to stockholder value creation,
●
reflective of the overall performance of the Company, and
●
considerate of the competitive market levels of compensation needed to recruit, retain and motivate top executive talent, while remaining consistent with the other objectives.
|
||
Compensation-Setting Process
The Compensation Committee
The Compensation Committee is responsible for establishing, implementing, and monitoring adherence with the Company’s compensation philosophy. Accordingly, the Compensation Committee strives to develop and maintain competitive, progressive programs that reward executives for continuous improvement in key financial metrics that drive Company performance and stockholder value. The Compensation Committee also recognizes the need for compensation programs to attract, retain, and motivate high caliber employees, foster teamwork, and maximize the long-term success of Advanced Energy by appropriately rewarding our executives for their achievements. The Compensation Committee evaluates risk and rewards associated with the Company’s overall compensation philosophy and structure.
Independent Compensation Consultant
The Compensation Committee has the authority to engage independent advisors to assist it in making determinations with respect to the compensation of our executives and other employees. For the 2024 fiscal year, the Compensation Committee engaged Compensia, Inc. (“Compensia”) to conduct a competitive review of executive compensation and advise the Compensation Committee on other compensation related matters. Compensia has not provided any other services to the Company or the Compensation Committee and has not received compensation other than with respect to the services provided to the Compensation Committee. In connection with its engagement of Compensia, the Compensation Committee (a) evaluated Compensia’s independence from management including the independence of the individual representatives of Compensia who served as the Compensation Committee’s consultants, and (b) determined that Compensia is free of conflicts of interest and independent based on the Nasdaq Stock Market’s independence factors.
Role of Executive Officers in Compensation Decisions
The Compensation Committee meets with the Company’s Chief Executive Officer and other senior executives 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. Compensation for the Chief Executive Officer and our other named executive officers is recommended by the Compensation Committee to the Board for its review and ratification. While management attends certain meetings of the Compensation Committee, the Compensation Committee also holds executive sessions not attended by any members of management or by non-independent directors.
|
36 |
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||
|
|
|
|
PROXY STATEMENT |
Use of Market Data for Comparison Against Peer Companies
One factor that the Compensation Committee considers when making compensation decisions is the compensation paid to executives of a peer group of companies. The Compensation Committee also considers other factors discussed below under the heading “ Components of Executive Compensation .”
Our compensation peer group consists of publicly traded companies of roughly similar size to Advanced Energy, all of which are from related industries, including the semiconductor and electronic equipment industries, and may compete with Advanced Energy for executive talent. Our criteria for selecting our peer group companies includes companies with revenue between 50% and 200% and market capitalization between 33% and 300% of Advanced Energy.
The Compensation Committee reviews our peer companies annually to take into account the volatility and breadth of the industries in which Advanced Energy participates. While the Compensation Committee attempts to maintain consistency year to year, adjustments are made as needed. In consultation with Compensia, the Compensation Committee reviewed its list of peer companies in July 2023, to be used for a comparative review for 2024 compensation and determined that no changes need be made to the prior year’s list.
For 2024, the list of peer companies consists of the following 15 publicly traded companies.
|
Peer Companies |
|||||
|
Coherent Corp. (formerly II-IV) |
|
Littelfuse Inc. |
|
Penguin Solutions, Inc. |
|
|
Cirrus Logic, Inc. |
|
MaxLinear, Inc. |
|
Power Integrations, Inc. |
|
|
Entegris, Inc. |
|
MKS Instruments, Inc. |
|
Silicon Laboratories Inc. |
|
|
FormFactor, Inc. |
|
Monolithic Power Systems, Inc. |
|
Synaptics Incorporated |
|
|
Kulicke & Soffa Industries, Inc. |
|
OSI Systems, Inc. |
|
Ultra Clean Holdings, Inc. |
|
Components of Executive Compensation
For 2024, the principal components of compensation for named executive officers were: (1) base salary, (2) annual performance-based cash compensation under the 2024 STI Plan, and (3) long-term performance-based equity incentive compensation under the 2024 LTI Plan, each of which is described in more detail below. We do not provide material benefits or perquisites beyond those provided to executives on the same basis as all other similarly located employees. As mentioned above, a majority of our named executive officers’ target compensation in 2024 was performance-based compensation under our 2024 STI Plan and 2024 LTI Plan, consistent with our pay for performance culture.
|
37 |
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|
|
|
PROXY STATEMENT |
|
|
|
|
|
|
|
|
|||||||||||
|
PRINCIPAL COMPENSATION COMPONENTS
|
|||||||||||||||||
|
|
|||||||||||||||||
|
Base Salary |
|
Short-Term
|
|
Long-Term
|
|||||||||||||
|
|
|
|
|
|
|||||||||||||
|
The amount and relative allocation of each of the above components at target
|
|||||||||||||||||
|
|
Historical rates of executive compensation |
|
Data obtained from management’s recruitment activities |
|
Comparative review and analysis provided by Compensia, our independent compensation consultant |
|
Alignment with the Company’s overall compensation philosophy, the executives’ responsibilities, and their performance |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Base Salary
Base salaries are set at levels that the Compensation Committee deems to be sufficient to attract and retain highly talented executive officers capable of fulfilling the Company’s key objectives. Base salaries of our named executive officers are also set with the goal of rewarding executive officers on a day-to-day basis for their time and services and based on their job responsibilities. For 2024, the Compensation Committee determined generally not to increase the base salaries of our named executive officers, with the exception of Mr. Bernal Acebedo and Ms. Vonne, whose base salaries were increased to ensure compensation levels remained market competitive, consistent with their strong performance.
The base salaries of each of our named executive officers in 2024 were as follows:
|
|
|
|
|
Base Salary |
|
% Increase |
|
|
|
Name |
|
Position |
|
(per annum) |
|
from 2023 |
|
|
|
Stephen Kelley |
|
President and Chief Executive Officer |
|
$ |
950,000 |
|
— |
% |
|
Paul Oldham |
|
Executive Vice President and Chief Financial Officer |
|
$ |
535,500 |
|
— |
% |
|
Eduardo Bernal Acebedo (1) |
|
Executive Vice President and Chief Operations Officer |
|
$ |
524,291 |
|
10.2 |
% |
|
Elizabeth Vonne |
|
Executive Vice President, General Counsel and Corporate Secretary |
|
$ |
451,000 |
|
10.0 |
% |
|
John Donaghey |
|
Executive Vice President, Global Sales |
|
$ |
460,000 |
|
— |
% |
|
|
|
|
|
|
|
|
|
|
| (1) | Mr. Bernal Acebedo is paid in Singapore Dollars (“SGD”), and his salary was converted to U.S. Dollars (“USD”) using an exchange rate of 0.7357 as of December 31, 2024. |
|
38 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Short-Term Incentive Compensation
2024 Annual Incentive Plan Metrics
The 2024 STI Plan provides the Company’s named executive officers with an opportunity to earn an annual cash bonus based on the Company’s achievement of certain financial performance goals. For 2024, the Compensation Committee selected the following financial measures: revenue, weighted at 40%, non-GAAP operating income from continuing operations weighted at 40%, and adjusted cash flow (a non-GAAP measure), weighted at 20%. The Compensation Committee believes that these metrics help to drive balanced performance across the business and that the selected non-GAAP metrics are good indicators of the annual operating performance of the Company and useful to our investors’ assessment of our performance. For further discussion and a reconciliation of these non-GAAP measures, see Appendix A to this proxy statement.
To address ongoing volatility in the markets the Company serves, the 2024 STI Plan provided two six-month performance periods (January 1 - June 30 and July 1 - December 31) for each of the financial measures. The Compensation Committee established the performance goals for each metric in alignment with the Company’s 2024 operating plan, which contemplated the Company’s business objectives and anticipated market conditions, and weighted each performance period proportionally to the plan: 40% in the first half of the year and 60% in the second half, consistent with the timing of projected earnings. Any bonus earned during either six-month performance period is not paid until after the end of the fiscal year. The Compensation Committee may modify or amend, in whole or in part, any or all of the provisions of the STI Plan, including performance goals, at any time, subject to certain limitations.
The Compensation Committee set each of our named executive officers’ annual full-year target bonus opportunity as a percentage of his or her base salary. These targets are set using external market data and may change from time to time due to promotions or changes in the external market. Actual bonuses awarded to each of our named executive officers may range from 0% to 200% of target depending on actual company performance over the performance periods, as described below. For 2024 the full-year bonus targets and six-month performance period performance goals were as follows:
|
Name |
Target as a % of Base Salary |
Target |
|||
|
Stephen Kelley |
|
125 |
% |
|
$ 1,187,500 |
|
Paul Oldham |
|
85 |
% |
|
$ 455,175 |
|
Eduardo Bernal Acebedo (1) |
|
85 |
% |
|
$ 445,648 |
|
Elizabeth Vonne |
|
85 |
% |
|
$ 383,350 |
|
John Donaghey |
|
85 |
% |
|
$ 391,000 |
(1) Mr. Bernal Acebedo is paid in SGD, and his annual target was converted to USD using an exchange rate of 0.7357 as of December 31, 2024.
|
39 |
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|
|
PROXY STATEMENT |
|
Values in $M, except as noted |
|||||||||||||||||||
|
|
|
|
|
Performance Goals |
|
|
|
Actual Performance |
|
||||||||||
|
|
|
|
|
Threshold |
|
Target |
|
Stretch |
|
|
|
|
|
|
% |
|
|||
|
2024 STI Plan |
|
|
|
(50% |
|
(100% |
|
(200% |
|
|
|
Dollar |
|
Incentive |
|
||||
|
Financial Performance Metric |
|
Weight |
|
Payout) |
|
Payout) |
|
Payout) |
|
|
|
Value |
|
Earned |
|
||||
|
1H 2024 |
|||||||||||||||||||
|
Revenue* |
|
40.0% |
|
$ |
623 |
|
$ |
733 |
|
$ |
843 |
|
|
|
$ |
692 |
|
94.5% |
|
|
Non-GAAP Operating Income from Continuing Operations** |
|
40.0% |
|
$ |
13 |
|
$ |
65 |
|
$ |
114 |
|
|
|
$ |
55 |
|
84.9% |
|
|
Adjusted Cash Flow*** |
|
20.0% |
|
$ |
35 |
|
$ |
79 |
|
$ |
114 |
|
|
|
$ |
44 |
|
55.8% |
|
|
|
|
|
|
|
|
|
|
Weighted 1H Achievement |
|
32.4% |
|
||||||||
|
2H 2024 |
|||||||||||||||||||
|
Revenue* |
|
40.0% |
|
$ |
694 |
|
$ |
816 |
|
$ |
939 |
|
|
|
$ |
790 |
|
96.7% |
|
|
Non-GAAP Operating Income from Continuing Operations** |
|
40.0% |
|
$ |
50 |
|
$ |
105 |
|
$ |
157 |
|
|
|
$ |
95 |
|
90.6% |
|
|
Adjusted Cash Flow*** |
|
20.0% |
|
$ |
35 |
|
$ |
85 |
|
$ |
124 |
|
|
|
$ |
101 |
|
119.2% |
|
|
|
|
|
|
|
|
|
|
|
Weighted 2H Achievement |
|
60.2% |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Overall Achievement |
|
92.6% |
|
|||||
|
* |
Revenue targets based on total company operations for the first and second halves of 2024, as applicable. |
|
** |
Non-GAAP Operating Income from Continuing Operations must be met at threshold to trigger pool funding for the Revenue and Non-GAAP Operating Income components. Under the 2024 STI Plan, Non-GAAP Operating Income from Continuing Operations excludes non- cash related charges and non-recurring items. |
|
*** |
Adjusted Cash Flow is measured as Non-GAAP Operating Income from Continuing Operations plus or minus the change in working capital, as defined as Accounts Receivable, Inventory, and Accounts Payable. |
Note: Achievement percentages between the threshold and target and between the target and stretch levels are linearly interpolated for each of the first and second half year results, with full-year payout levels calculated based on the weighted average of those results. A reconciliation and discussion of each of the non-GAAP measures above is provided in Appendix A to this proxy statement.
Results of the 2024 Annual/Short-Term Incentive Plan
Based on the performance over both halves of the incentive period, our overall corporate achievement was 92.6% for 2024. This corporate achievement result determines the size of our bonus pool. The 2024 STI Plan also included a discretionary individual performance-based modifier ranging from 0% to 150% of the amounts otherwise earned based on corporate performance by the named executive officers. The modifier had a cap in which no executive could achieve greater than 200% of the target incentive. For fiscal year 2024, however, the Compensation Committee chose not to modify the bonus of any executive officer based on individual performance.
As a result, the Company’s payouts under the 2024 STI Plan were as follows:
|
|
|
Financial |
||||
|
|
|
|
(Actual at 92.6 % of Target) |
|||
|
Name |
|
|
Target |
|
|
Actual |
|
Stephen Kelley |
|
|
$ 1,187,500 |
|
|
$ 1,099,625 |
|
Paul Oldham |
|
|
$ 455,175 |
|
|
$ 421,492 |
|
Eduardo Bernal Acebedo |
|
|
$ 445,648 |
|
|
$ 412,669 |
|
Elizabeth Vonne |
|
|
$ 383,350 |
|
|
$ 354,982 |
|
John Donaghey |
|
|
$ 391,000 |
|
|
$ 362,066 |
|
40 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Long-Term Incentive Compensation
We use stock awards to motivate and reward our executive officers, including our named executive officers, for long-term corporate performance and to align their interests with those of our stockholders.
Consistent with market practice in companies of our size and in our industry, our long-term incentive program is comprised primarily of full-value equity vehicles, namely time-based restricted stock units (“RSUs”) and performance stock units (“PSUs”), to further enhance the alignment between pay and the long-term performance of our Company. Options, stock appreciation rights and other option-like awards are not part of our core compensation, and we did not grant new awards of these equity instruments in 2024.
For 2025 long term incentive awards, we are reintroducing a non-GAAP earnings per share performance metric for our CEO in addition to relative total shareholder return and non-GAAP gross margin percentage metrics for the PSU awards granted to our CEO. The following summarizes our 2024 and 2023 long-term equity compensation awards for named executive officers.
2024 Long-Term Incentive Awards
During 2024 each of our named executive officers participated in the long-term equity incentive program, pursuant to which we granted equity awards under the Company’s Amended and Restated 2023 Omnibus Incentive Plan. In fiscal year 2024, we granted our executives, including our named executive officers, a mix of performance-based and time-based RSU awards, on an equally weighted basis, under the 2024 LTI Plan. The annual equity awards granted to our named executive officers under the 2024 LTI Plan were determined by our Compensation Committee considering the factors noted above, including review of a competitive market analysis prepared by Compensia. In addition, our Compensation Committee considered the input of our CEO regarding the criticality of, individual performance of, and pay levels for his direct reports.
For 2024, the Compensation Committee determined the following 2024 target dollar value for equity awards granted to each of our named executive officers:
|
|
|
2024 LTI Plan Target |
|
|
Name |
|
Dollar Value |
|
|
Stephen Kelley |
|
$ |
6,400,000 |
|
Paul Oldham |
|
$ |
2,000,000 |
|
Eduardo Bernal Acebedo |
|
$ |
3,000,000 |
|
Elizabeth Vonne |
|
$ |
1,200,000 |
|
John Donaghey |
|
$ |
1,600,000 |
The 2024 LTI Plan grant targets are set at levels that the Compensation Committee deems to be sufficient to attract and retain highly talented executive officers capable of fulfilling the Company’s key objectives. The
|
41 |
|
|
|
|
PROXY STATEMENT |
Compensation Committee determined to increase target award values compared to the prior year in light of retention concerns for some of our key executives. Each of the named executive officers listed above received (a) 50% of the 2024 LTI Plan award value in the form of time-based RSUs and (b) 50% of the long-term equity compensation award value in the form of PSUs. Further details regarding the number of time-based RSUs and PSUs that we granted to each of the named executive officers under the 2024 LTI Plan can be found in the “ 2024 Grants of Plan-Based Awards ” table below.
The grants of time-based RSUs in 2024 vest ratably over a three-year period with 1/3 vesting on each anniversary of the grant date.
The Compensation Committee, in consultation with Compensia, kept the metrics for the achievement of the PSUs granted as part of the 2024 LTI Plan largely unchanged from 2023. In 2024, the PSUs again vested based 70% on our relative total shareholder return (“rTSR”) performance compared to a benchmark performance of the S&P 1000, and based 30% on achievement of strategic goal(s), each over a three-year performance period from January 1, 2024, to December 31, 2026. For 2024, the strategic goal remained achievement of established levels of non-GAAP gross margin percentage measured over any four consecutive quarters in the three-year performance period. Amounts may be earned as performance occurs, but do not vest and are not issued until the end of the performance period. The Compensation Committee believes that these metrics closely align management’s interests with stockholders and maintain a focus on achieving strategic objectives.
With respect to the rTSR component, eligible participants have the opportunity to earn up to one-third of the PSUs during each of the 12-month, 24-month, and 36-month measurement periods, respectively, based on the Company’s rTSR performance compared to the S&P 1000. Eligible participants also have the ability to earn any additional PSUs not earned in the first two measurement periods based on financial performance of our rTSR ranking relative to the S&P 1000 during the 36-month performance period. As noted above, while participants may bank and earn PSUs as performance occurs, any earned PSUs are not eligible to vest or be issued until the end of the 36-month performance period. The multi-year structure reflects the cyclical nature of the markets that the Company operates in and encourages performance each year, while the 36-month performance period reflects the long- term incentive structure of the plan. As of December 31, 2024, participants have earned and banked 29.0% of the total shares granted at target based only on rTSR performance in 2024; provided however, that these shares will not vest until the end of the three-year performance period. No shares were earned based on non-GAAP gross margin percentage over the four quarters in 2024.
|
2024 LTI Performance Stock Unit Performance Goals |
||||||||
|
|
|
|
|
Threshold |
|
Target |
|
Stretch |
|
|
|
|
|
(0% |
|
(100% |
|
(200% |
|
Financial Performance Metric |
|
Weight |
|
payout) |
|
payout) |
|
payout) |
|
Relative Total Shareholder Return |
|
70 |
% |
-50pp to Index |
|
At Index |
|
+50pp to Index |
|
Non-GAAP Gross Margin Percentage* |
|
30 |
% |
37% |
|
40% |
|
42% |
|
* |
Non-GAAP Gross Margin Percentage refers to the Company’s non-GAAP gross margin from continuing operations, which excludes non-cash related charges (such as stock-based compensation) and non-recurring items (such as acquisition related costs and facility expansion, relocation, and restructuring related costs). |
|
42 |
|
|
||
|
|
|
|
PROXY STATEMENT |
The chart set forth below shows the time-based RSUs (which vest in three equal installments on each of the first three anniversaries of the grant date) and the PSUs awarded under the 2024 LTI Plan and earned as a result of the performance for the year.
|
|
|
2024 LTI Time-Based |
|
|
2024 LTI Performance |
|
|
|
|
Restricted Stock |
|
|
Stock Units Granted |
|
|
|
|
Units Granted |
|
|
(At Target) |
|
|
Name |
|
(#) |
|
|
(#) (1) |
|
|
Stephen Kelley |
|
31,348 |
|
|
31,348 |
|
|
Paul Oldham |
|
9,796 |
|
|
9,796 |
|
|
Eduardo Bernal Acebedo |
|
14,694 |
|
|
14,694 |
|
|
Elizabeth Vonne |
|
5,877 |
|
|
5,877 |
|
|
John Donaghey |
|
7,837 |
|
|
7,837 |
|
| (1) | In 2024 and 2023, we granted these awards at the target amount. Previous years were granted at 200% of the target amount for tracking purposes, should stretch targets be met. |
2023 Long-Term Incentive Awards
The chart set forth below shows the time-based RSUs (which vest in three equal installments on each of the first three anniversaries of the grant date) and the PSUs awarded under the 2023 long-term incentive program under our 2017 Omnibus Incentive Plan and earned as a result of the rTSR performance for the year. As of December 31, 2024, participants have banked and earned 58% of the total shares granted at target based only on rTSR performance in 2023 and 2024; provided however, these shares will not vest until the end of the three-year performance period. No shares were earned based on non-GAAP gross margin performance over any four consecutive quarters in 2023. Consistent with the design of the 2024 LTI Plan, if the performance results of the 36-month period, as applied to all of the rTSR PSUs, exceeds the sum of the 12-month, 24-month, and 36-month performance periods, each as applied to one-third of the rTSR PSUs, then the performance results for the 36-month performance period will be the rTSR achievement for all of the rTSR PSUs (up to 200%).
|
|
|
2023 LTI Time-Based |
|
2023 LTI Time-Based |
|
2023 LTI Performance |
|
2023 LTI Performance |
|
|
|
Restricted Stock |
|
Restricted Stock Units |
|
Stock Units Granted |
|
Stock Units Vested |
|
|
|
Units Granted |
|
Vested in 2024 |
|
(at Target) |
|
In 2024 |
|
Name |
|
(#) |
|
(#) |
|
(#) (1) |
|
(#) |
|
Stephen Kelley |
|
32,849 |
|
10,950 |
|
32,489 |
|
— |
|
Paul Oldham |
|
9,460 |
|
3,154 |
|
9,460 |
|
— |
|
Eduardo Bernal Acebedo |
|
8,409 |
|
2,803 |
|
8,409 |
|
— |
|
Elizabeth Vonne |
|
5,255 |
|
1,752 |
|
5,255 |
|
— |
|
John Donaghey |
|
5,255 |
|
1,752 |
|
5,255 |
|
— |
| (1) | In 2024 and 2023, we granted these awards at the target amount. Previous years were granted at 200% of the target amount for tracking purposes, should stretch targets be met. |
2022 Long-Term Incentive Awards
Under our 2022 long-term incentive program under our 2017 Omnibus Incentive Plan (the “2022 LTI Plan”), we awarded each of our named executive officers timed-based RSUs that vest in three equal annual installments and PSUs that vest based on our achievement of performance metrics over a three-year performance period from January 1, 2022, to December 31, 2024. This is consistent with how the 2024 equity incentive awards are structured and discussed above.
|
43 |
|
|
|
|
PROXY STATEMENT |
Our Compensation Committee determined that, as of December 31, 2024, participants earned and vested in 140.3% of shares granted at target based on the Company’s rTSR performance relative to the S&P 1000 for the 36-month measurement period and 0% of shares granted at target based on the Company’s non-GAAP gross margin performance, resulting in overall achievement for the 2022 LTI Plan of 98.1% of target.
|
|
|
2022 LTI Time-Based |
|
2022 LTI Time-Based |
|
2022 LTI Performance |
|
2022 LTI Performance |
|
|
|
Restricted Stock |
|
Restricted Stock Units |
|
Stock Units Granted |
|
Stock Units Vested |
|
|
|
Units Granted |
|
Vested in 2024 |
|
(At Target) |
|
In 2024 |
|
Name |
|
(#) |
|
(#) |
|
(#) (1) |
|
(#) |
|
Stephen Kelley |
|
26,564 |
|
8,855 |
|
26,564 |
|
26,088 |
|
Paul Oldham |
|
7,674 |
|
2,558 |
|
7,674 |
|
7,536 |
|
Eduardo Bernal Acebedo |
|
7,083 |
|
2,361 |
|
7,084 |
|
6,957 |
|
Elizabeth Vonne (2) |
|
5,146 |
|
1,716 |
|
3,371 |
|
3,310 |
|
John Donaghey |
|
4,132 |
|
1,377 |
|
4,132 |
|
4,058 |
| (1) | Granted at 200% of this amount should stretch targets be met. |
| (2) | Reflects an initial grant Ms. Vonne received upon joining the Company of time-based RSUs valued at $150,000. |
Additional information regarding the number of RSUs that vested under our 2022, 2023, and 2024 LTI Plans for each named executive officer in 2024 can be found below in the “ 2024 Option Exercises and Stock Vested ” table and information regarding the number of RSUs that are unvested but remain outstanding for each named executive officer can be found below in the “ 2024 Outstanding Awards at Fiscal Year End ” table.
Other Benefits
The executive officers were eligible to participate in health and welfare benefits as offered in the country of employment. These benefits are designed to attract and retain a skilled workforce in a competitive marketplace. These benefits also help ensure that the Company has a healthy and focused workforce through reliable and competitive health and other personal benefits. These benefits were considered in relation to the total compensation package but did not materially impact decisions regarding other elements of executive officer compensation.
All U.S.-based employees of the Company, including the named executive officers, are eligible to participate in the Company’s 401(k) savings plan and are eligible to receive matching contributions from the Company. This plan is considered a safe-harbor plan which matches 100% of the employee’s contributions on the first three percent (3%), then fifty percent (50%) of the next two percent (2%) of contributions. The Company’s 401(k) savings plan has immediate vesting of the Company’s matching contributions.
Our U.S.-based named executive officers were entitled to a preventative care medical benefit of an annual physical with a dollar value of up to $3,500 per calendar year (or in the case of Mr. Kelley, our Chief Executive Officer, up to $5,500 per calendar year). Mr. Bernal Acebedo is not eligible for this benefit because he is based outside of the U.S.
Deferred Compensation Plan
In 2021, the Company established a deferred compensation plan that commenced in 2022. The plan allows a group of management employees, including the named executive officers, to defer a portion of their cash or equity-based compensation.
The Company will also credit to each participant’s account under the plan an amount equal to the employer matching contribution that would have been made for the participant under the Company’s 401(k) plan that could not be made under that plan due to limitations under the tax code. The Company also may make discretionary contributions to participants’ accounts in the plan.
Earnings and losses on amounts deferred under the plan will be determined on the basis of the participants’ deemed investments of their account balances into investment alternatives selected by participants from alternatives made available by the Compensation Committee from time to time, which may include commercially available investments or Company stock.
|
44 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Generally, distributions under the plan will be paid in a cash lump sum or in Advanced Energy common stock (aligned with their deemed investments) six months after the participant’s separation from service unless the participant has elected to receive annual installments over a period of up to ten years or the participant has begun receiving distributions as a result of an election to receive distributions on a specified date prior to separation from service. A participant also may elect to receive distributions on the participant’s death or disability.
All company contributions to this plan for 2024 are disclosed in the “ Summary Compensation Table for 2024 ” (the “Summary Compensation Table”) and the “ Non-Qualified Deferred Compensation ” sections below.
Tax and Accounting Implications
When determining the compensation packages of our named executive officers, the Compensation Committee considers all factors that may have an impact on our financial performance, such as accounting rules and tax regulations, including Section 162(m) of the Internal Revenue Code. Section 162(m) generally disallows a tax deduction to publicly traded corporations for compensation in excess of $1 million paid for any fiscal year to certain covered employees, generally including our named executive officers. The Compensation Committee believes that the tax deduction limitation should not compromise the Company’s ability to design and maintain executive compensation arrangements necessary to attract and retain strong executive talent. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes.
Response to the 2024 Advisory Vote on Executive Compensation
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the SEC’s rulemakings thereunder, we offered our stockholders an advisory vote on executive compensation as set forth more fully in our 2024 proxy statement. As reported on the Current Report on Form 8-K filed with the SEC on May 1, 2024, over 34.3 million shares of our common stock voted in favor of the executive compensation paid to our named executive officers at our 2024 Annual Meeting, representing approximately 99% of the votes cast on the proposal. In light of this approval rate, our Compensation Committee believed that no significant changes to our compensation programs were required. We will continue to carefully consider our annual votes in making future compensation decisions. We value the feedback of all of our stockholders and encourage all of our stockholders to vote on Proposal No. 3 (Advisory Approval of the Company’s Named Executive Officer Compensation) as contained in this proxy statement.
Insider Trading Policy
Anti-Hedging and Anti-Pledging Policies
Our Insider Trading Policy prohibits all employees, officers, directors and their immediate family and controlled entities from engaging in any hedging or pledging transactions with respect to the Company’s common stock.
Clawback Policy
The Board of Directors adopted the Advanced Energy Industries, Inc. Compensation Clawback Policy (the “Clawback Policy”) on November 2, 2023, in accordance with the applicable listing rules of The Nasdaq Stock Market, Section 10D of the Exchange Act, and Rule 10D-1 promulgated thereunder. In the event of an
|
45 |
|
|
|
|
PROXY STATEMENT |
accounting restatement (i) due to material noncompliance with any financial reporting requirement under the securities law or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected in the current period or left uncorrected in the current period, the Clawback Policy requires the Company to recover from Section 16 officers (including our named executive officers) the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on restated amounts.
The Clawback Policy is fully compliant with the SEC’s final rule adopted on January 27, 2023. The Clawback Policy operates in addition to, and not in lieu of, any other rights of the Company to recoup or recover incentive awards under applicable laws and regulations, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act. The Company to date has not sought to recoup any payments under this Clawback Policy. We review our Clawback Policy periodically and will amend or update it as necessary to comply with the applicable regulations and any new requirements.
Stock Ownership Guidelines
We maintain Stock Ownership Guidelines that are applicable to the Chief Executive Officer, the named executive officers reporting to the Chief Executive Officer, other members of management at the executive vice president level and above, and non-employee members of the Board of Directors. The Stock Ownership Guidelines provide that (a) the Chief Executive Officer shall own an amount of stock of the Company with a value equal to at least five (5) times his or her annual base salary (excluding any bonus, award or special compensation), (b) the named executive officers reporting to the Chief Executive Officer and any member of management at the executive vice president level and above shall own an amount of stock of the Company with a value equal to at least three (3) times his or her annual base salary (excluding any bonus, award or special compensation), and (c) non-employee members of the Board of Directors shall own an amount of stock of the Company with a value equal to at least five (5) times the annual retainer for Board service (exclusive of any compensation for Committee service, meeting fees, leadership roles and the like), based in each case, on the volume weighted average closing price of the Company’s stock for thirty days ended immediately prior to March 31 of the applicable year (or another determination date of the Compensation Committee’s choosing) and subject to the terms in the Stock Ownership Guidelines. Unearned PSUs and unexercised stock options are not considered when determining whether an individual meets the applicable ownership guideline. The Stock Ownership Guidelines provide for a phase-in period over five years to achieve the respective ownership goal. The Chief Executive Officer, named executive officers, and non-employee members of the Board either currently conform to the Stock Ownership Guidelines or are on track to fully comply within the required time period.
Change in Control and General Severance Agreements
The Company entered into updated executive change in control and general severance agreements (the “agreements”) in 2024 with each of the named executive officers. The agreements provide each of the executive officers with severance payments and certain benefits in the event of a termination without cause or for good reason (as defined in the agreements) at any time (known as the “General Severance Benefits”), or a termination without cause or for good reason (as defined in the agreements) following or within the 90 days preceding a change in control (known as “CIC Benefits”). The Company provides CIC Benefits in order to keep management focused on the Company’s stated corporate objectives irrespective of whether the achievement of such objectives makes the Company attractive for acquisition, and to avoid the distraction and loss of key management that could occur in connection with a rumored or actual change in corporate control. The Company decided to also provide General Severance Benefits in these agreements after determining that such benefits were commonly provided by the Company’s peers. The Board approved the terms and conditions of the agreements upon the Compensation Committee’s recommendation and based on consideration of marketplace benchmark data and the Company’s retention objectives.
|
46 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Under these agreements, if the executive’s employment is terminated without cause or for good reason (and not in connection with a change in control), then the General Severance Benefits provided to the executive are: (a) all then accrued compensation for the year in which the termination is effected, (b) a lump sum payment equal to one (1x) times (or in the case of the Chief Executive Officer, one and a half (1.5x) times) the executive’s then current annual base salary, (c) a lump sum payment equal to a pro-rata portion of executive’s target bonus for the year in which the termination is effected, (d) continuation of medical benefits for up to twelve (12) months following the date of termination, (e) a lump sum payment equal to the contributions that would have been made to the Company’s retirement plans on the executive’s behalf, if the executive had continued to be employed for twelve (12) months following the date of termination, and (f) reimbursement, up to $15,000, for outplacement services.
Under these agreements, if an executive’s employment is terminated without cause or for good reason within eighteen (18) months following or within ninety (90) days preceding a change in control, the CIC Benefits provided to the executive are: (a) all then accrued compensation for the year in which the termination is effected, (b) a lump sum payment equal one and a half (1.5x) times (or in the case of the Chief Executive Officer, two (2x) times) the executive’s then current annual base salary and target bonus for the year in which the termination is effected, (c) continuation of medical benefits for up to eighteen (18) months following the date of termination, (d) a lump sum payment equal to the contributions that would have been made to the Company’s retirement plans on the executive’s behalf, if the executive had continued to be employed for eighteen (18) months following the date of termination, (e) reimbursement, up to $15,000 (or in the case of the Chief Executive Officer, $25,000), for outplacement services, and (f) full vesting of all RSUs and PSUs (at an assumed maximum performance attainment) then held by the executive and full vesting and right to exercise all stock options then held by the executive.
The payment of the General Severance Benefits and CIC Benefits under these agreements are conditioned upon the executive’s execution of a full release of claims against the Company.
Compensation Risk Assessment
In 2024, the Compensation Committee, with the assistance of our compensation consultant, Compensia, reviewed the formal risk assessment for all our incentive compensation programs that have material impact on our financial statements. In conducting such review, the Compensation Committee considered key information about each incentive compensation plan within our compensation program, including the number of participants, target annual awards, performance metrics, and design features. As a result of such review, the Compensation Committee determined that none of our incentive plans presents a material adverse risk to the financial statements of the Company.
Compensation Committee Report
The Compensation Committee of the Board has reviewed and discussed with management the above Compensation Discussion and Analysis for fiscal year 2024. Based upon the review and discussions, the Compensation Committee recommended to the Board, and the Board has approved, that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for its 2025 Annual Meeting.
This report is submitted by the Compensation Committee.
Frederick A. Ball, Chair
Anne T. DelSanto
Tina M. Donikowski
John A. Roush
The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates such information by reference in a document filed under the Securities Act or the Exchange Act.
|
47 |
|
|
|
|
PROXY STATEMENT |
Equity Compensation Plan Information
The Company currently maintains two equity compensation plans, each of which were approved by the Company’s stockholders: The Company’s Amended and Restated 2023 Omnibus Incentive Plan (the “A&R 2023 Omnibus Plan”) and the Employee Stock Purchase Plan (“ESPP”). The A&R 2023 Omnibus Plan replaced and superseded the Company’s 2017 Omnibus Incentive Plan, as amended (the “Prior Plan”), which terminated on April 27, 2023, following stockholders’ approval of the A&R 2023 Omnibus Plan. Although options remain outstanding under the Prior Plan, no shares are available for future equity grants.
The following table sets forth the number of shares of common stock subject to outstanding options and other rights, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants as of December 31, 2024, in the equity compensation plans.
|
|
|
A |
|
B |
|
C |
|
|
|
|
|
|
|
|
Number of securities |
|
|
|
|
|
|
|
|
remaining available |
|
|
|
|
Number of securities |
|
|
|
for issuance under |
|
|
|
|
to be issued upon |
|
Weighted average |
|
equity compensation |
|
|
|
|
exercise of outstanding |
|
exercise price of |
|
plans (excluding |
|
|
|
|
options, warrants, |
|
outstanding options, |
|
securities reflected |
|
|
|
|
and rights |
|
warrants, and rights |
|
in column (A) |
|
|
Plan Category |
|
(#) |
|
($) |
|
(#) |
|
|
(in thousands, except exercise price per share) |
|||||||
|
Equity Compensation plans approved by security holders |
|
79 |
(1) |
83.05 |
|
2,363 |
(2) |
|
Equity compensation plans not approved by security holders |
|
— |
|
— |
|
— |
|
|
Total |
|
79 |
(1) |
83.05 |
|
2,363 |
(2) |
| (1) | Includes shares underlying options granted under the Prior Plan. |
| (2) | Includes 535,451 shares available for future issuance under the ESPP. |
|
48 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Management
Executive officers of the Company are appointed by the Board and serve until their successors have been appointed and qualified or until their earlier resignation or removal by the Board. The following table sets forth names and ages of our current executive officers of the Company and their respective positions with the Company as of the date of mailing this proxy statement.
|
Name |
|
Age |
|
Position |
|
Principal Occupation and Business Experience |
|---|---|---|---|---|---|---|
|
|
|
|
|
|
|
|
|
STEPHEN KELLEY |
|
62 |
|
President, Chief Executive Officer and Director |
|
Mr. Kelley has served as President & Chief Executive Officer, and as a member of Board of Directors of the Company since March 2021. Mr. Kelley served as President & CEO of Amkor Technology, Inc. (Nasdaq: AMKR), a publicly traded leading semiconductor package and test company, from May 2013 to June 2020. Prior to joining Amkor, Mr. Kelley served as Senior Advisor to Advanced Technology Investment Company, the Abu Dhabi-sponsored investment company that owns GlobalFoundries, until December 2012. Mr. Kelley served as Executive Vice President and Chief Operating Officer of Cree Inc. (now Wolfspeed, Inc., NYSE: WOLF) from 2008 to 2011. Previously, Mr. Kelley held executive leadership roles of various businesses at companies including Texas Instruments, Philips Semiconductors, National Semiconductor, and Motorola. Mr. Kelley currently serves on the board of directors of ONTO Innovation Inc. (NYSE: ONTO), a leader in the process control for the semiconductor and related industries, since January 2023. Mr. Kelley holds an SB ChE from the Massachusetts Institute of Technology and a JD from Santa Clara University. |
|
|
|
|
|
|
|
|
|
PAUL OLDHAM |
|
62 |
|
Executive Vice President, Chief Financial Officer |
|
Mr. Oldham joined the Company in May 2018 as its Executive Vice President & Chief Financial Officer. Previously Mr. Oldham served as the Senior Vice President of Administration, Chief Financial Officer and Corporate Secretary of Electro Scientific Industries, Inc., a developer and manufacturer of laser-based production equipment (“ESI”), from February 2016, until December 2017, and as the Vice President of Administration, Chief Financial Officer and Corporate Secretary of ESI from January 2008, until February 2016. Prior to joining ESI, Mr. Oldham was employed at Tektronix, Inc., a test, measurement, and monitoring company, since 1988, where he held several senior leadership positions, including Vice President Finance and Corporate Controller, Vice President - Treasurer and Investor Relations and European Operations Controller. Mr. Oldham has a bachelor’s degree in Accounting and an MBA in accounting and finance from Brigham Young University. |
|
|
|
|
|
|
|
|
|
EDUARDO BERNAL ACEBEDO |
|
58 |
|
Executive Vice President, Chief Operations Officer |
|
Mr. Bernal Acebedo joined the Company in September 2021 as Executive Vice President and Chief Operations Officer and is based in Singapore. Mr. Bernal Acebedo has more than 30 years of experience managing global operations in the semiconductor industry and has successfully led large, complex, global organizations through phases of significant growth and transformation. He joined the Company from NXP Semiconductors (Nasdaq: NXPI), where he was senior vice president of assembly and test operations, responsible for a global footprint of multiple factories with a team of 12,000 employees. Prior to that, Mr. Bernal Acebedo was with Texas Instruments, where he held various leadership roles in operations, manufacturing, planning, and quality. Mr. Bernal Acebedo holds a Bachelor of Science degree in Industrial Engineering from the Technological Institute of Aguascalientes in Mexico and is a graduate of the Leading Organization & Change program from the Massachusetts Institute of Technology. |
|
|
|
|
|
|
|
|
|
49 |
|
|
|
|
PROXY STATEMENT |
|
Name |
|
Age |
|
Position |
|
Principal Occupation and Business Experience |
|---|---|---|---|---|---|---|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ELIZABETH VONNE |
|
52 |
|
Executive Vice President, General Counsel & Corporate Secretary |
|
Ms. Vonne joined the Company in April 2022 as Executive Vice President, General Counsel and Corporate Secretary. Ms. Vonne has more than 20 years of experience in the legal field. She joined the Company from Mesa Laboratories, Inc., a multinational manufacturer of critical quality control and life science tools, where she served as Vice President, Legal, General Counsel, and Secretary. Prior to that, Ms. Vonne was a Partner at Davis, Graham & Stubbs LLP, a leading law firm that focuses on corporate transactions, complex litigation, and regulatory compliance. Previously, she was an Associate Attorney at a multinational law firm in New York City. Ms. Vonne holds a Juris Doctor from Columbia Law School and a Bachelor of Arts degree from Amherst College. |
|
|
|
|
|
|
|
|
|
JOHN DONAGHEY |
|
56 |
|
Executive Vice President, Global Sales |
|
Mr. Donaghey joined the Company in July 2021 as Senior Vice President, Global Sales and as of July 2022, serves as Executive Vice President, Global Sales. Mr. Donaghey served in senior sales and business leadership roles at Amkor Technology, Inc. (Nasdaq: AMKR), a publicly traded leading semiconductor package and test company, for seven years, most recently as global leader of sales. Prior to that, Mr. Donaghey was with Texas Instruments (Nasdaq: TXN) from 1991 to 2014 in various leadership, sales, and marketing roles. Mr. Donaghey holds a Bachelor of Science degree in electrical engineering from Texas A&M University and a Master of Business Administration from Southern Methodist University. |
|
50 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Summary Compensation Table for 2024
The following table shows compensation information for fiscal 2022, 2023, and 2024 for the named executive officers. We did not have any other executive officers during fiscal 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Incentive Plan |
|
Compensation |
|
All Other |
|
|
|
|
|
|
|
Salary |
|
Bonus |
|
Awards |
|
Awards |
|
Compensation |
|
Earnings |
|
Compensation |
|
Total |
|
Name and Principal Position |
|
Year |
|
($) |
|
($) |
|
($)(1) |
|
($) |
|
($)(2) |
|
($) |
|
($)(3) |
|
($) |
|
Stephen Kelley |
|
2024 |
|
949,999 |
|
|
|
6,693,832 |
|
— |
|
1,099,625 |
|
|
|
18,505 |
|
8,761,961 |
|
President and |
|
2023 |
|
947,917 |
|
— |
|
6,451,901 |
|
— |
|
1,191,063 |
|
— |
|
16,350 |
|
8,607,231 |
|
Chief Executive Officer |
|
2022 |
|
897,917 |
|
— |
|
4,749,087 |
|
399,719 |
|
1,607,400 |
|
— |
|
12,481 |
|
7,666,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Oldham |
|
2024 |
|
536,000 |
|
|
|
2,091,769 |
|
— |
|
421,492 |
|
|
|
39,702 |
|
3,088,963 |
|
Executive Vice President |
|
2023 |
|
534,000 |
|
— |
|
1,858,048 |
|
— |
|
456,541 |
|
|
|
51,976 |
|
2,900,565 |
|
and Chief Financial |
|
2022 |
|
508,958 |
|
— |
|
1,371,952 |
|
649,636 |
|
683,145 |
|
— |
|
29,774 |
|
3,243,465 |
|
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eduardo Bernal Acebedo |
|
2024 |
|
481,758 |
|
|
|
3,137,654 |
|
— |
|
412,669 |
|
|
|
145,584 |
|
4,177,665 |
|
Executive Vice President |
|
2023 |
|
453,663 |
|
— |
|
1,651,616 |
|
— |
|
419,001 |
|
— |
|
150,126 |
|
2,674,406 |
|
and Chief Operations |
|
2022 |
|
418,269 |
|
— |
|
1,266,387 |
|
649,636 |
|
606,960 |
|
— |
|
133,051 |
|
3,074,303 |
|
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elizabeth Vonne |
|
2024 |
|
451,000 |
|
|
|
1,254,933 |
|
— |
|
354,982 |
|
|
|
30,377 |
|
2,091,292 |
|
Executive Vice President |
|
2023 |
|
408,750 |
|
— |
|
1,032,147 |
|
— |
|
308,423 |
|
— |
|
16,781 |
|
1,766,101 |
|
General Counsel and |
|
2022 |
|
254,795 |
|
100,000 |
|
681,393 |
|
— |
|
315,445 |
|
— |
|
9,500 |
|
1,361,133 |
|
Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Donaghey |
|
2024 |
|
460,000 |
|
|
|
1,673,458 |
|
— |
|
362,066 |
|
|
|
37,437 |
|
2,532,961 |
|
Executive Vice President |
|
2023 |
|
458,958 |
|
— |
|
1,032,133 |
|
— |
|
392,173 |
|
|
|
42,219 |
|
1,925,483 |
|
and Global Head of Sales |
|
2022 |
|
423,542 |
|
— |
|
738,716 |
|
349,798 |
|
514,265 |
|
— |
|
6,431 |
|
2,032,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
| (1) | Stock Awards listed for 2024 relate to the Amended and Restated 2023 Omnibus Incentive Plan and the value of such Stock Awards represents the full grant date value in accordance with FASB ASC Topic 718 of: (a) time-based RSUs with one-third vesting on each anniversary of the date of grant and (b) PSUs that may vest during a three-year period contingent on achievement of certain performance goals. The value of the 2024 PSUs is shown in the table assuming the target performance goals were met. The assumptions used to calculate the value of Stock Awards are set forth under Note 1 of the Notes to Consolidated Financial Statements included in the 2024 Form 10 - K filed with the SEC on February 18, 2025. The values of the 2023 and 2022 PSUs shown in the table for 2023 and 2022 have been corrected from the amounts shown in our Definitive Proxy Statements on Schedule 14A filed on March 15, 2024, and March 13, 2023, to reflect the accurate FASB ASC Topic 718 grant date fair values. Due to an administrative error, those values were erroneously calculated in such Definitive Proxy Statements as the target number of PSUs multiplied by the closing stock price on the date of grant rather than as the grant date fair values pursuant to FASB ASC Topic 718. The values shown in the Total column for 2023 and 2022 have also been corrected to reflect the corrections to the values of the 2023 and 2022 PSUs. |
| (2) | For each named executive officer, the amount shown in this column represents the amount earned under the STI Plan with respect to the year shown, though the amounts were actually paid in the subsequent fiscal year pursuant to the terms of the STI Plan. |
| (3) | All Other Compensation amounts for 2024 include the following: (i) a 401(k) employer matching contribution (Mr. Kelley - $13,200; Mr. Oldham – $13,200; Ms. Vonne - $12,836; Mr. Donaghey - $12,675); (ii) a Company contribution to the non-qualified deferred compensation plan (Mr. Oldham - $26,502; Ms. Vonne - $17,541; and Mr. Donaghey - $21,412); and (iii) an executive physical benefit (Mr. Kelley - $5,305; and Mr. Donaghey - $3,350). All Other Compensation for 2024 for Mr. Bernal Acebedo also includes allowances for transportation and housing in the amount of $103,292, and his annual wage supplement, or AWS, which is a common pay practice equal to one month’s salary for employees in Singapore, of $40,330. Mr. Bernal Acebedo’s allowances for transportation and his AWS were paid in SGD and converted to USD using an exchange rate of 0.7357 as of December 31, 2024. |
|
51 |
|
|
|
|
PROXY STATEMENT |
2024 Grants of Plan-Based Awards
The following table shows all plan-based awards for each of the named executive officers during 2024. The unvested portion of the stock awards identified in the table below are also reported in the “ 2024 Outstanding Equity Awards at Fiscal Year-End ” table that follows below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
Option |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
Number of |
|
Exercise or |
|
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity |
|
Estimated Future Payouts Under Equity |
|
Number of |
|
Securities |
|
Base Price of |
|
Grant Date |
||||||||
|
|
|
|
|
Incentive Plan Awards (1) |
|
Incentive Plan Awards (2) |
|
Shares of |
|
Underlying |
|
Option |
|
Fair Value of |
||||||||
|
|
|
Grant |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
Stock or Units |
|
Options |
|
Awards |
|
Stock and |
|
Name |
|
Date |
|
($) |
|
($) |
|
($) |
|
(#) |
|
(#) |
|
(#) |
|
(#)(3) |
|
(#)(4) |
|
($/share) |
|
Option Awards ($)(4) |
|
Stephen |
|
|
|
593,750 |
|
1,187,500 |
|
2,375,000 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
Kelley |
|
3/1/2024 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
31,348 |
|
- |
|
- |
|
3,246,085 |
|
|
|
3/1/2024 |
|
- |
|
- |
|
- |
|
15,674 |
|
31,348 |
|
62,696 |
|
- |
|
- |
|
- |
|
3,447,747 |
|
Paul Oldham |
|
|
|
227,588 |
|
455,175 |
|
910,350 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
3/1/2024 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
9,796 |
|
- |
|
- |
|
1,014,376 |
|
|
|
3/1/2024 |
|
- |
|
- |
|
- |
|
4,898 |
|
9,796 |
|
19,592 |
|
- |
|
- |
|
- |
|
1,077,393 |
|
Eduardo |
|
|
|
222,824 |
|
445,648 |
|
891,296 |
|
- |
|
- |
|
- |
|
|
|
- |
|
- |
|
|
|
Bernal |
|
3/1/2024 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
14,694 |
|
- |
|
- |
|
1,521,564 |
|
Acebedo |
|
3/1/2024 |
|
- |
|
- |
|
- |
|
7,347 |
|
14,694 |
|
29,388 |
|
|
|
- |
|
- |
|
1,616,090 |
|
Elizabeth |
|
|
|
191,675 |
|
383,350 |
|
766,700 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
Vonne |
|
3/1/2024 |
|
- |
|
- |
|
- |
|
- |
- |
- |
- |
- |
|
5,877 |
|
- |
|
- |
|
608,563 |
|
|
|
3/1/2024 |
|
- |
|
- |
|
- |
|
2,939 |
|
5,877 |
|
11,754 |
|
- |
|
- |
|
- |
|
646,370 |
|
John |
|
|
|
195,500 |
|
391,000 |
|
782,000 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
Donaghey |
|
3/1/2024 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
7,837 |
|
- |
|
- |
|
811,521 |
|
|
|
3/1/2024 |
|
- |
|
- |
|
- |
|
3,919 |
|
7,837 |
|
15,674 |
|
- |
|
- |
|
- |
|
861,937 |
| (1) | Amounts shown are estimated payouts for 2024 under the Company’s STI Plan. The target bonus amount equals a specified percentage of each named executive officer’s base salary as of December 31, 2024, as described in more detail above under “ Components of Executive Compensation—Short-Term Incentive Compensation .” The maximum amount shown is 200% of the target bonus amount for each of the named executive officers. Actual bonuses received by these named executive officers for 2024 (including proration for partial year service) are reported in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.” |
| (2) | Reflects the PSUs that vest upon the Company’s achievement of certain performance goals during the three-year period of 2024-2026. These awards are described in more detail above under “ Components of Executive Compensation—Long-Term Incentive Compensation .” |
| (3) | Reflects RSUs that vest 1/3 on each anniversary of the grant date. These awards are described in more detail above under “ Components of Executive Compensation—Long-Term Incentive Compensation .” |
| (4) | The value of the time-based RSUs, PSUs and stock options are based on the fair value as of the grant date of such award determined pursuant to FASB ASC Topic 718. |
|
52 |
|
|
||
|
|
|
|
PROXY STATEMENT |
2024 Outstanding Equity Awards at Fiscal Year-End
The following table shows all outstanding equity awards held by the named executive officers as of December 31, 2024. Some of the following awards identified in the table below are also reported in the “ 2024 Grants of Plan-Based Awards ” table above.
|
|
|
Option Awards |
|
Stock Awards |
||||||||||||||
|
|
|
|
|
|
|
Equity Incentive |
|
|
|
|
|
|
|
|
|
Equity Incentive |
|
Equity Incentive |
|
|
|
|
|
|
|
Plan Awards: |
|
|
|
|
|
|
|
|
|
Plan Awards: |
|
Plan Awards: |
|
|
|
Number of |
|
Number of |
|
Number of |
|
|
|
|
|
|
|
|
|
Number of |
|
Market or Payout |
|
|
|
Exercisable |
|
Unexercisable |
|
Securities |
|
|
|
|
|
Number of |
|
Market Value |
|
Unearned |
|
Value of |
|
|
|
Securities |
|
Securities |
|
Underlying |
|
|
|
|
|
Shares or Units |
|
of Shares or |
|
Shares, Units or |
|
Unearned Shares, |
|
|
|
Underlying |
|
Underlying |
|
Unexercised |
|
Option |
|
|
|
of Stock That |
|
Units of Stock |
|
Other Rights |
|
Units or Other |
|
|
|
Unexercised |
|
Unexercised |
|
Unearned |
|
Exercise |
|
Option |
|
Have Not |
|
That Have Not |
|
That Have Not |
|
Rights That Have |
|
|
|
Options |
|
Options |
|
Options |
|
Price |
|
Expiration Date |
|
Vested |
|
Vested |
|
Vested |
|
Not Vested |
|
Name |
|
(#) |
|
(#) |
|
(#) |
|
($) |
|
(1) |
|
(#) |
|
($) |
|
(#) (7) |
|
($) (7) |
|
Stephen Kelley |
|
7,436 |
|
3,718 |
|
— |
|
85.97 |
|
3/16/2032 |
|
62,101 |
(2) |
7,180,739 |
|
117,325 |
|
13,566,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Oldham |
|
12,084 |
|
6,042 |
|
— |
|
85.97 |
|
3/16/2032 |
|
18,660 |
(3) |
2,157,656 |
|
34,604 |
|
4,001,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eduardo Bernal Acebedo |
|
12,084 |
|
6,042 |
|
— |
|
85.97 |
|
3/16/2032 |
|
22,661 |
(4) |
2,620,291 |
|
37,271 |
|
4,309,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elizabeth Vonne |
|
— |
|
— |
|
— |
|
— |
|
— |
|
11,094 |
(5) |
1,282,799 |
|
17,873 |
|
2,066,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Donaghey |
|
6,507 |
|
3,253 |
|
— |
|
85.97 |
|
3/16/2032 |
|
12,717 |
(6) |
1,470,467 |
|
21,356 |
|
2,469,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) | All options expire 10 years following the date of grant and vest one-third per year on each of the first three anniversaries of the date of grant. |
| (2) | 8,854 shares vest on March 16, 2025, from the 2022 LTI Plan; 10,950 shares vest on March 1, 2025, and 10,949 shares vest on March 1, 2026, both from the 2023 LTI Plan; and 10,450 shares vest on March 1, 2025, 10,449 shares vest on March 1, 2026, and 10,449 shares vest on March 1, 2027, all from the 2024 LTI Plan. |
| (3) | 2,558 shares vest on March 16, 2025, from the 2022 LTI Plan; 3,153 shares vest on March 1, 2025 and 3,153 shares vest on March 1, 2026, both from the 2023 LTI Plan; and 3,266 shares vest on March 1, 2025, 3,265 shares vest on March 1, 2026, and 3,265 shares vest on March 1, 2027, all from the 2024 LTI Plan. |
| (4) | 2,361 shares vest on March 16, 2025, from 2022 LTI Plan; 2,803 shares vest on March 1, 2025 and 2,803 shares vest on March 1, 2026, both from the 2023 LTI Plan; and 4,898 shares vest on March 1, 2025, 4,898 shares vest on March 1, 2026, and 4,898 shares vest on March 1, 2027, all from the 2024 LTI Plan. |
| (5) | 1,714 shares vest on April 15, 2025, from the 2022 LTI Plan; 1,752 shares vest on March 1, 202 5 and 1,751 shares vest on March 1, 2026, both from the 2023 LTI Plan; and 1,959 shares vest on March 1, 2025, 1,959 shares vest on March 1, 2026, and 1,959 shares vest on March 1, 2027, all from the 2024 LTI Plan. |
| (6) | 1,377 shares vest on March 16, 2025, from the 2022 LTI Plan; 1,752 shares vest on March 1, 2025 and 1,751 shares vest on March 1, 2026, both from the 2023 LTI Plan; and 2,613 shares vest on March 1, 2025, 2,612 shares vest on March 1, 2026, and 2,612 shares vest on March 1, 2027, all from the 2024 LTI Plan. |
|
53 |
|
|
|
|
PROXY STATEMENT |
2024 Option Exercises and Stock Vested
The following table shows all stock awards vested and value realized upon vesting by the named executive officers during 2024. No stock options were exercised by the named executive officers during 2024. The shares acquired on vesting listed below include shares from the 2021, 2022, and 2023 Plans, as disclosed in previous proxy statements.
|
|
|
Option Awards |
|
Stock Awards |
|||||
|
|
|
Number of |
|
|
Number of |
|
|
||
|
|
|
Shares |
Value |
Shares |
|
Value |
|||
|
|
|
Acquired on |
Realized |
Acquired on |
|
Realized |
|||
|
|
|
Exercise |
on Exercise |
Vesting |
|
on Vesting |
|||
|
Name |
|
(#) |
($) |
(#) |
|
($) (1) |
|||
|
Stephen Kelley |
|
— |
|
— |
|
46,956 |
(2) |
|
4,672,006 |
|
Paul Oldham |
|
— |
|
— |
|
12,498 |
(3) |
|
1,242,938 |
|
Eduardo Bernal Acebedo |
|
— |
|
— |
|
9,187 |
(4) |
|
901,598 |
|
Elizabeth Vonne |
|
— |
|
— |
|
3,468 |
(5) |
|
342,931 |
|
John Donaghey |
|
— |
|
— |
|
5,591 |
(6) |
|
563,531 |
Pension Benefits
Advanced Energy’s named executive officers do not participate in any defined-benefit pension plan. Advanced Energy does not maintain any plan for our named executives that provides for payment or other benefits at, following, or in connection with retirement other than the tax-qualified 401(k) plan, a defined contribution plan.
|
54 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Non-Qualified Deferred Compensation
As described above, the Company adopted a non-qualified deferred compensation plan in 2021 that became effective in 2022. There were no material changes to this plan in 2024. The following table shows the contributions, earnings, and account balances under the non-qualified deferred compensation plan for each of our named executive officers in 2024.
|
|
|
|
|
Executive |
|
Registrant |
|
Aggregate |
|
Aggregate |
|
Aggregate |
|
|
|
|
|
Contributions in |
|
Contributions in |
|
Earnings in Last |
|
Withdrawals/ |
|
Balance at Last |
|
|
|
|
|
Last Fiscal Year |
|
Last Fiscal Year |
|
Fiscal Year |
|
Distributions |
|
Fiscal Year-End |
|
Name |
|
|
|
($) (2) |
|
($) (3) |
|
($) (4) |
|
($) |
|
($) (5)(6) |
|
Stephen Kelley |
|
(1) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Paul Oldham |
|
|
|
776,831 |
|
26,502 |
|
197,810 |
|
— |
|
2,017,045 |
|
Eduardo Bernal Acebedo |
|
(1) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Elizabeth Vonne |
|
|
|
341,732 |
|
17,541 |
|
30,486 |
|
— |
|
389,759 |
|
John Donaghey |
|
|
|
220,477 |
|
21,412 |
|
84,448 |
|
— |
|
724,173 |
| (1) | Mr. Kelley did not elect to participate in the non-qualified deferred compensation plan for 2024. Mr. Bernal Acebedo is not eligible to participate in the non-qualified deferred compensation plan as he is not employed in the U.S. |
| (2) | The executive contributions represent amounts withheld from the participant’s compensation otherwise payable during the 2024 non-qualified deferred compensation plan year and deferred into the non-qualified deferred compensation plan. All of these amounts are reflected in the Summary Compensation Table. |
| (3) | The registrant contributions were included in the All Other Compensation column of the Summary Compensation Table. Amounts shown reflect the Company’s matching contribution made in 2025 for the 2024 plan year. |
| (4) | Earnings are credited in accordance with the participant’s investment direction. These amounts represent the aggregate earnings during the 2024 non-qualified deferred compensation plan year on the accounts held for each participant, as applicable. None of these amounts are reflected in the Summary Compensation Table because they do not consist of any above-market or preferential earnings. |
| (5) | The aggregate balances as of December 31, 2023, were as follows: Mr. Oldham - $1,015,903; Mr. Donaghey - $397,836; and zero for all other executives. |
| (6) | Amounts reported in the Summary Compensation Table for all previous years were as follows: Mr. Oldham – $963,508; Mr. Donaghey – $373,674; and zero for all other executives. |
Under the non-qualified deferred compensation plan, a group of management employees, including the named executive officers, can defer receiving a portion of their cash or equity-based compensation. The Company also credits to each participant’s account under the plan an amount equal to the employer matching contribution that would have been made for the participant under the Company’s 401(k) plan that could not be made under that plan due to limitations under the tax code. The Company also may make discretionary contributions to participants’ accounts in the plan.
Earnings and losses on amounts deferred under the plan will be determined on the basis of the participants’ deemed investments of their account balances into investment alternatives selected by participants from alternatives made available by the Compensation Committee from time to time, which may include commercially available investments or Company stock.
Generally, distributions under the plan will be paid in a cash lump sum or in Company common stock six months after the participant’s separation from service unless the participant has elected to receive annual installments over a period of up to ten years or the participant has begun receiving distributions as a result of an election to receive distributions on a specified date prior to separation from service. A participant also may elect to receive distributions on the participant’s death or disability.
|
55 |
|
|
|
|
PROXY STATEMENT |
Potential Payments upon Termination or Change in Control
The following table describes the potential payments and benefits Messrs. Kelley, Oldham, Bernal Acebedo, and Donaghey, and Ms. Vonne would be entitled to under the Company’s compensation and benefit plans and arrangements assuming their employment terminated on December 31, 2024, due to a change in control, an involuntary termination entitling them to severance, and a voluntary termination. Payments upon a voluntary termination by the executive and upon the disability of an executive are consistent in terms of scope, terms and operation with those generally available to all salaried employees.
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Control |
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination |
|
|
General Severance |
|
|
|
|
|
|
|
|
|
|
w/o Cause or |
|
for Termination |
|
|
|
|
||
|
|
|
|
|
for Good Reason |
|
w/out Cause or |
|
|
|
|
||
|
Name |
|
Benefits |
|
(1)(2)(3) |
|
for Good Reason |
|
|
Death |
|
||
|
Stephen Kelley |
|
Prorated target bonus |
|
$ |
— |
|
$ |
1,187,500 |
(9) |
$ |
— |
|
|
|
|
Accelerated Equity |
|
|
28,280,403 |
(4) |
|
— |
|
|
1,208,334 |
(13) |
|
|
|
Severance |
|
|
1,900,000 |
(5) |
|
1,425,000 |
(10) |
|
— |
|
|
|
|
Target Bonus |
|
|
2,375,000 |
(6) |
|
— |
|
|
— |
|
|
|
|
Outplacement Services |
|
|
25,000 |
(7) |
|
15,000 |
(11) |
|
— |
|
|
|
|
Continuation of benefits |
|
|
52,879 |
(8) |
|
35,253 |
(12) |
|
— |
|
|
Paul Oldham |
|
Prorated target bonus |
|
|
— |
|
|
455,175 |
(9) |
|
— |
|
|
|
|
Accelerated Equity |
|
|
8,564,693 |
(4) |
|
— |
|
|
377,648 |
(13) |
|
|
|
Severance |
|
|
803,250 |
(5) |
|
535,500 |
(10) |
|
— |
|
|
|
|
Target Bonus |
|
|
682,763 |
(6) |
|
— |
|
|
— |
|
|
|
|
Outplacement Services |
|
|
15,000 |
(7) |
|
15,000 |
(11) |
|
— |
|
|
|
|
Continuation of benefits |
|
|
61,779 |
(8) |
|
41,186 |
(12) |
|
— |
|
|
Eduardo Bernal |
|
Prorated target bonus |
|
|
— |
|
|
445,647 |
(9) |
|
— |
|
|
Acebedo |
|
Accelerated Equity |
|
|
9,780,543 |
(4) |
|
— |
|
|
566,356 |
(13) |
|
|
|
Severance |
|
|
1,048,582 |
(5) |
|
524,291 |
(10) |
|
— |
|
|
|
|
Target Bonus |
|
|
668,471 |
(6) |
|
— |
|
|
— |
|
|
|
|
Outplacement Services |
|
|
15,000 |
(7) |
|
15,000 |
(11) |
|
— |
|
|
|
|
Continuation of benefits |
|
|
48,556 |
(8) |
|
32,371 |
(12) |
|
— |
|
|
Elizabeth Vonne |
|
Prorated target bonus |
|
|
— |
|
|
383,350 |
(9) |
|
— |
|
|
|
|
Accelerated Equity |
|
|
4,636,532 |
(4) |
|
— |
|
|
226,519 |
(13) |
|
|
|
Severance |
|
|
676,500 |
(5) |
|
451,000 |
(10) |
|
— |
|
|
|
|
Target Bonus |
|
|
575,025 |
(6) |
|
— |
|
|
— |
|
|
|
|
Outplacement Services |
|
|
15,000 |
(7) |
|
15,000 |
(11) |
|
— |
|
|
|
|
Continuation of benefits |
|
|
67,437 |
(8) |
|
44,958 |
(12) |
|
— |
|
|
John Donaghey |
|
Prorated target bonus |
|
|
— |
|
|
391,000 |
(9) |
|
— |
|
|
|
|
Accelerated Equity |
|
|
5,549,942 |
(4) |
|
— |
|
|
302,141 |
(13) |
|
|
|
Severance |
|
|
690,000 |
(5) |
|
460,000 |
(10) |
|
— |
|
|
|
|
Target Bonus |
|
|
586,500 |
(6) |
|
— |
|
|
— |
|
|
|
|
Outplacement Services |
|
|
15,000 |
(7) |
|
15,000 |
(11) |
|
— |
|
|
|
|
Continuation of benefits |
|
|
68,235 |
(8) |
|
45,490 |
(12) |
|
— |
|
| (1) | Pursuant to the Executive Change in Control and General Severance Agreement entered into with each of the named executive officers, “Cause” means any of the following: (i) the executive’s (A) conviction of a felony; (B) commission of any other material act or omission involving dishonesty or fraud with respect to the Company or any of its affiliates or any of the customers, vendors, or suppliers of the Company or its affiliates; (C) misappropriation of material funds or assets of the Company for personal use; or (D) engagement in unlawful harassment or unlawful discrimination with respect to any employee of the Company or any of its subsidiaries; (ii) the executive’s continued substantial and repeated neglect of his/her duties, after written notice thereof from the Compensation Committee, and such neglect has not been cured within 30 days after the executive receives notice thereof the Compensation Committee); (iii) the executive’s gross negligence or willful misconduct in the performance of his/her duties hereunder that is materially and demonstrably injurious to the Company (either singly or on a consolidated basis); or (iv) the executive’s engaging in conduct constituting a breach of his/her written obligations to the Company or any subsidiary in respect of confidentiality and/or the use or ownership of proprietary information. |
| (2) | Pursuant to the Executive Change in Control and General Severance Agreement entered into with each of the named executive officers, “Good Reason” means any of the following: (i) a material reduction in the executive’s duties, level of responsibility or authority, a change in reporting structure, or if following a change in control, the executive no longer holds his/her title at a publicly traded company, without the executive’s express written consent; (ii) a more than 10% reduction in the executive’s base salary, without (A) the executive’s express written consent or (B) an increase in the executive’s benefits, perquisites and/or guaranteed bonus, which increase(s) have a value reasonably equivalent to the reduction in base salary; (iii) a more than 10% reduction in the executive’s target bonus, without (A) the executive’s express written consent or (B) a corresponding increase in the executive’s base salary; |
|
56 |
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|
PROXY STATEMENT |
| (iv) the relocation of the executive’s principal place of business to a location more than thirty-five (35) miles from the executive’s then-current principal place of business (or to a location outside Singapore, with respect to Mr. Bernal Acebedo) immediately prior to the change in control, without the executive’s express written consent; or (v) the Company’s (or its successor’s) material breach of the agreement; provided, however, that the reductions in clauses (ii) and (iii) above shall not constitute Good Reason if they occur pursuant to a Company-wide reduction of base salaries and/or bonuses. Notwithstanding the foregoing, the executive will not be considered to have terminated for Good Reason unless (A) the executive provides written notice to the Company of the circumstance(s) constituting the Good Reason event within 90 days following the initial existence of such event, (B) the Company fails to cure the Good Reason event within 30 days following its receipt of such notice, and (C) the executive provides written notice to the Company of his date of termination. |
| (3) | As described above in this proxy statement under the heading “ Change in Control and General Severance Agreements ” in the Executive Compensation section and as described in the footnotes above, under the Executive Change in Control and General Severance Agreement, in the event of an executive’s termination without “Cause” or for “Good Reason” following or preceding a change in control, all stock options, RSUs and PSUs held by the executive so terminated become fully vested and exercisable. For further information regarding the executives’ long-term equity incentive compensation and awards (including options, grants, and awards under the various long-term incentive plans) please refer to the “ Executive Compensation ” section of this proxy statement. Such accelerated vesting of these stock options, RSUs and PSUs could result in payouts to the executives in such circumstances. |
| (4) | The payments relating to equity represent the value of all unvested, accelerated stock options, time-based RSUs, and all PSUs, as of December 31, 2024, calculated by: (i) multiplying the number of accelerated option shares by the difference between the exercise price and the closing price of our common stock on December 31, 2024, and (ii) for RSUs, multiplying the number of accelerated restricted shares (including PSUs at maximum performance achievement) by the closing price of our common stock on December 31, 2024. |
| (5) | CEO to receive a lump sum payment equal to two (2) times and each other named executive officer to receive a lump sum payment equal to one and a half (1.5) times his or her then current annual base salary for the year in which termination is effected. |
| (6) | CEO to receive a lump sum payment equal to two (2) times and each other named executive officer to receive a lump sum payment equal to one and a half (1.5) times his or her then current target bonus for the year in which termination is effected. |
| (7) | CEO may be reimbursed for up to $25,000 in outplacement services and each other named executive officer may be reimbursed for up to $15,000 in outplacement services. |
| (8) | Executive to receive: (a) continuation of medical insurance for eighteen (18) months following the date of termination, and (b) an amount equal to the contributions that would have been made to the Company’s retirement plans on his or her behalf if he or she had continued to be employed for eighteen (18) months following the date of termination. |
| (9) | Assumes a December 31, 2024, termination date. Executive to receive a pro-rata portion of his or her then current target bonus for the year in which termination is effected. |
| (10) | CEO to receive a lump sum payment equal to one and a half (1.5) times and each other named executive officer to receive a lump sum payment equal to one (1.0) time his or her then current annual base salary. |
| (11) | Executive may be reimbursed for up to $15,000 in outplacement services. |
| (12) | Executive to receive: (a) continuation of medical insurance for twelve (12) months following the date of termination, and (b) an amount equal to the contributions that would have been made to the Company’s retirement plans on his or her behalf if he or she had continued to be employed for twelve (12) months following the date of termination. |
| (13) | Executive to receive an acceleration of vesting for outstanding equity for a period of 12 months following a death. |
|
57 |
|
|
|
|
PROXY STATEMENT |
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 and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “ Compensation Discussion and Analysis .”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 |
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Based On: |
|
|
|
|
|
||||||||
|
|
|
|
|
|
Summary |
|
|
|
|
Average
|
|
Average |
|
|
|
|
Peer Group |
|
|
|
|
|
|
||||||
|
|
Summary |
|
|
|
Compensation |
|
Compensation |
|
Compensation |
|
Compensation |
|
Total |
|
Total |
|
Net |
|
|
||||||||||
|
|
Compensation |
|
Compensation |
|
Table Total |
|
Actually Paid |
|
Table Total for |
|
Actually Paid to |
|
Shareholder |
|
Shareholder |
|
Income |
|
|
||||||||||
|
Fiscal |
Table Total |
|
Actually Paid |
|
for PEO 2 |
|
to PEO 2 |
|
non-PEO NEOs |
|
non-PEO NEOs |
|
Return |
|
Return |
|
($M) |
|
($M) |
||||||||||
|
Year |
for PEO 1 |
|
to PEO 1 |
|
(1) |
|
(2) |
|
(3) |
|
(4) |
|
(5) |
|
(6) |
|
(7) |
|
(8) |
||||||||||
|
(a) |
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
|
(k) |
||||||||||
|
2024 |
$ |
— |
|
$ |
— |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
2023 |
$ |
— |
|
$ |
— |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
2022 |
$ |
— |
|
$ |
— |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
2021 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
2020 |
$ |
|
|
$ |
|
|
$ |
— |
|
$ |
— |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
*PEO 1 Yuval Wasserman (our former President and Chief Executive Officer)
*PEO 2
| (1) | The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Kelley for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year. As described in footnote 1 to the Summary Compensation Table for 2024, the 2023 and 2022 amounts have been corrected to reflect the accurate FASB ASC Topic 718 grant date fair values of PSUs granted during those years. |
| (2) | The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Kelley, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kelley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kelley’s total compensation for 2024 to determine the compensation actually paid: |
|
|
Reported |
|
|
|
|
|
|
|
|
|
|
|
|
Summary |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation |
|
Reported Value of |
|
Equity |
|
Compensation |
||||
|
|
Table Total for |
|
Equity |
|
Award |
|
Actually Paid to |
||||
|
Year |
PEO 2 |
|
Awards (a) |
|
Adjustments (b) |
|
PEO 2 |
||||
|
2024 |
$ |
|
|
$ |
(
|
|
$ |
|
|
$ |
|
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the total equity award adjustments for 2024 are as follows: |
|
|
|
|
|
|
|
|
Year over Year |
|
|
|
||
|
|
|
|
|
|
|
|
Change in Fair |
|
|
|
||
|
|
|
|
|
Year over Year |
|
Value of Equity |
|
|
|
|||
|
|
|
|
|
Change in Fair Value |
|
Awards Granted |
|
|
|
|||
|
|
|
Year End |
|
of Outstanding |
|
in Prior Years |
|
Total Equity |
||||
|
|
|
Fair Value of |
|
and Unvested |
|
that Vested |
|
Award |
||||
|
Year |
|
Equity Awards |
|
Equity Awards |
|
in the Year |
|
Adjustments |
||||
|
2024 |
|
$ |
|
|
$ |
|
|
$ |
(
|
|
$ |
|
|
58 |
|
|
||
|
|
|
|
PROXY STATEMENT |
| (3) |
|
| (4) | The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Wasserman and Kelley, as applicable), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Wasserman and Kelley ) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for 2024 for the NEOs as a group (excluding Mr. Kelley) to determine the compensation actually paid, using the same methodology described above in footnote 1: |
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported Summary |
|
|
|
|
|
|
Average |
|||
|
|
|
Compensation |
|
Average |
|
Average Equity |
|
Compensation |
||||
|
|
|
Table Total for |
|
Reported Value of |
|
Award |
|
Actually Paid to |
||||
|
Year |
|
Non-PEO NEOs |
|
Equity Awards |
|
Adjustments (a) |
|
Non-PEO NEOs |
||||
|
2024 |
|
$ |
|
|
$ |
(
|
|
$ |
|
|
$ |
|
| (a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
|
|
|
|
|
|
|
|
Year over Year |
|
|
Average Fair Value |
|
|
|
||
|
|
|
|
|
|
Year over Year |
|
Average Change |
|
|
at the End of |
|
|
|
||
|
|
|
|
|
Average Change |
|
in Fair Value |
|
|
the Prior Year of |
|
|
|
|||
|
|
|
Average |
|
in Fair Value |
|
of Equity Awards |
|
|
Equity Awards that |
|
|
|
|||
|
|
|
Year End |
|
of Outstanding |
|
Granted in |
|
|
Failed to Meet |
|
Total Average |
||||
|
|
|
Fair Value of |
|
and Unvested |
|
Prior Years that |
|
|
Vesting Conditions |
|
Equity Award |
||||
|
Year |
|
Equity Awards |
|
Equity Awards |
|
Vested in the Year |
|
|
in the Year |
|
Adjustments |
||||
|
2024 |
|
$ |
|
|
$ |
|
|
$ |
(
|
|
$ |
|
|
$ |
|
| (5) | Cumulative TSR is calculated by dividing the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
| (6) | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Dow Jones US Electrical Computer & Equipment. |
| (7) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
| (8) | The dollar amounts reported represent the amount of revenue reflected in the Company’s audited financial statements for the applicable year. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. |
|
59 |
|
|
|
|
PROXY STATEMENT |
Financial Performance Measures
As described in greater detail in the section “ Compensation Discussion and Analysis ,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s performance are as follows:
| ● |
|
| ● |
|
| ● |
|
| ● |
|
| ● |
|
Analysis of the Information Presented in the Pay Versus Performance Table
As described in detail in the section “ Compensation Discussion and Analysis ,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
|
60 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Compensation Actually Paid and Cumulative TSR
The following graph illustrates the relationship between the amount of compensation actually paid to Mr. Kelley or Mr. Wasserman, as applicable, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley and Mr. Wasserman, as applicable), the Company’s total stockholder return, and the total stockholder return of the Dow Jones US Electrical Components & Equipment Index over the five years presented in the table. We believe the “Compensation Actually Paid” in each of the years reported above and over the five-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our 2024 STI program and 2024 LTI Plans.
|
61 |
|
|
|
|
PROXY STATEMENT |
Compensation Actually Paid and Net Income
The following graph illustrate the relationship between the amount of compensation actually paid to Mr. Kelley or Mr. Wasserman, as applicable, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley and Mr. Wasserman, as applicable) and the Company’s net income over the five years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Non-GAAP Operating Income which the Company does use for setting goals in the Company’s short-term incentive compensation program. As described in more detail in the section “ Compensation Discussion and Analysis ,” the Company targets that approximately 15% of the value of total compensation awarded to the named executive officers consists of amounts determined under the Company short-term incentive compensation program.
|
62 |
|
|
||
|
|
|
|
PROXY STATEMENT |
Compensation Actually Paid and Revenue
The following graph illustrates the relationship between the amount of compensation actually paid to Mr. Kelley or Mr. Wasserman, as applicable, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley and Mr. Wasserman, as applicable) and the Company’s revenue performance. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance. As described in more detail in the section “ Compensation Discussion and Analysis ,” the Company targets that approximately 15% of the value of total compensation awarded to the named executive officers consists of amounts determined under the Company short-term incentive compensation program and approximately 68% of the value of total compensation awarded to the named executive officers is to be comprised of equity awards, including RSUs and PSUs.
|
63 |
|
|
|
|
PROXY STATEMENT |
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 Mr. Kelley, our President and Chief Executive Officer. For the year ended December 31, 2024:
| ● | the median of the annual total compensation of all employees of our Company was reasonably estimated to be $8,942. The median identified is an Engineer, Design, located in the Philippines. |
| ● | the annual total compensation of Mr. Kelley, calculated in accordance with the Summary Compensation Table rules, was $8,761,961. |
| ● | 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 980 to 1. |
In accordance with SEC requirements, we are using the same “median employee” identified in the last year’s CEO Pay Ratio calculation, as we believe that there has been no change in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure for fiscal year 2024. We identified the median employee last year by examining the base salary for all individuals we employed, excluding our CEO, on December 31, 2023, the last day of the payroll year. We included all our employees globally, whether full-time, part-time, or seasonal, including any interns, fixed term, or apprentice employees. We annualized the total actual base salary for any permanent employee that works full-time but was hired after January 1, 2023. For any employee that we paid in currency other than U.S. Dollars, we then applied the applicable foreign currency exchange rate as of December 31, 2023, to convert such employee’s total compensation into U.S. Dollars.
We added together all of the elements of the median 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. The median employee’s salary was converted from Philippine Pesos to USD using an exchange rate of 0.017 as of December 31, 2024. To calculate our ratio, we divided Mr. Kelley’s annual total compensation by the median employee’s annual total compensation.
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PROXY STATEMENT |
Certain Rela tionships and Related Transactions
Policies and Procedures with Respect to Related Party Transactions
The Board is committed to upholding the highest legal and ethical standards of conduct in fulfilling its responsibilities and recognizes that transactions with the Company involving related parties can present a heightened risk of potential or actual conflicts of interest. Accordingly, as a general matter, it is the policy of the Company to avoid related party transactions. Such policy is evidenced in the Board Governance Guidelines and committee charters referenced in this proxy statement and in Integrity at our Core , Advanced Energy’s Code of Ethical Conduct. The types of transactions covered by the policy are:
| ● | those transactions described under FASB ASC Topic 850 or required to be disclosed in the Company’s financial statements or periodic filings with the SEC under Item 404(a) of Regulation S-K; |
| ● | any monetary engagement between the Company and a Board member or an officer; and |
| ● | business or personal relationships between Board members. |
Any related party transaction that does arise is subject to review and approval by the Audit and Finance Committee. The Audit and Finance Committee, in determining whether to approve the transaction, reviews the facts and circumstances in respect of the transaction for conflicts of interest, including the extent of the Board member or officer’s interest in the transaction, any anticipated effect on the Board member’s or officer’s independent decision-making or judgment in respect to matters affecting the Company, whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third party, any anticipated effect on a Board member’s ability to commit sufficient time and attention to the Board, and other standards deemed appropriate by the committee members in light of the particular transaction being reviewed. It is the responsibility of Board members and the management team to bring any potential related party transactions to the attention of the members of the Audit and Finance Committee.
In addition, the Audit and Finance Committee is responsible for reviewing and investigating any matters pertaining to the integrity of management, including conflicts of interest and adherence to the Code. Under the Code, directors, officers, and all other members of the workforce are expected to avoid any relationships, influence, or activity that would cause or even appear to cause a conflict of interest.
Certain Transactions with Related Persons
To the Company’s knowledge, since January 1, 2024, the Company has not participated in, nor are there currently planned, any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Conduct and Communications
Code of Ethical Conduct
Advanced Energy has adopted Integrity at our Core , Advanced Energy’s Code of Ethical Conduct updated in 2023, which applies to all employees, officers, contractors, and members of the Board of Directors. The Code is available on our website at www.advancedenergy.com/en-us/about/environment-social-and-governance . Any waivers of, or amendments to, the Code will be posted on our website.
Communications with Directors
The Board of Directors has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member, or all members, of the Board of Directors electronically or by mail. Electronic communications should be addressed to corporate.secretary@aei.com . Mail may be sent to any director or the Board of Directors in care of Advanced Energy’s corporate office at 1595 Wynkoop St., Suite 800, Denver, CO 80202. All such communications will be forwarded to the full Board of Directors or to any individual director to whom the communication is addressed unless the communication is clearly of a marketing or inappropriate nature.
Proposals of Stockholders
Stockholder Proposals for Inclusion in Next Year’s Proxy Statement
To be considered for inclusion in next year’s proxy statement, stockholder proposals submitted in accordance with Rule 14a-8 under the Exchange Act must be received at our principal executive offices no later than the close of business on November 14, 2025. Proposals should be addressed to Corporate Secretary, Advanced Energy Industries, Inc., 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202.
Other Stockholder Proposals for Presentation at Next Year’s Annual Meeting
Our Third Amended and Restated By-Laws require that any stockholder proposal that is not submitted for inclusion in next year’s proxy statement under Rule 14a-8 under the Exchange Act but is instead sought to be presented directly at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”), must be received at our principal executive offices not earlier than the 120th day and not later than the close of business on the 90th day prior to the anniversary of the date of the 2025 Annual Meeting. As a result, proposals, including director nominations, submitted pursuant to our Third Amended and Restated By-Laws must be received no earlier than the close of business on December 26, 2025 and no later than the close of business on January 26, 2026; provided, however, that in the event that the 2026 Annual Meeting is called for a date that is not within 30 days before or after the date of the 2025 Annual Meeting, notice by stockholders in order to be timely must be delivered not earlier than the close of business on the 120th day prior to the date of the 2026 Annual Meeting and not later than the 90th day prior to the date of the 2026 Annual Meeting. In the alternative, if the first public announcement of the date of the 2026 Annual Meeting is less than 100 days prior to the date of such annual meeting, notice by stockholders must be delivered no later than the 10th day following the day on which public announcement of the date of the 2026 Annual Meeting is first made by the Company in order to be timely. Proposals should be addressed to Corporate Secretary, Advanced Energy Industries, Inc., 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. Stockholders are advised to review the Third Amended and Restated By-Laws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations. In
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PROXY STATEMENT |
addition to satisfying the foregoing requirements under our Third Amended and Restated By-Laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no earlier than the close of business on December 26, 2025 and no later than the close of business on January 26, 2026.
Form 10-K
The 2024 Form 10-K is included in the 2024 Annual Report to Stockholders (the “2024 Annual Report”) accompanying this proxy statement. You can obtain an additional copy of the 2024 Annual Report on our website, www.advancedenergy.com, or by mailing a request to the Corporate Secretary of Advanced Energy at 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202.
General Meeting Matters
The board of directors of Advanced Energy is making this solicitation for proxies. By delivering the enclosed proxy card by any of the methods described on the card, you will appoint each of Stephen D. Kelley, Paul R Oldham, and Elizabeth K. Vonne as your agent and proxy to vote your shares of common stock at the meeting. In this proxy statement, “proxy holders” refers to Messrs. Kelley and Oldham and Ms. Vonne in their capacities as your agents and proxies.
Advanced Energy’s principal executive offices are located at 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202. The telephone number is 970-407-6626.
Record Date and Share Ownership
If you owned shares of Advanced Energy common stock in your name as of the close of business on March 4, 2025, you are entitled to vote on the proposals that are presented at the 2025 Annual Meeting. On that date, which is referred to as the “record date” for the meeting, 37,888,174 shares of Advanced Energy common stock were issued and outstanding and were held by approximately 194 stockholders of record, according to the records of Equiniti Trust Company LLC, Advanced Energy’s transfer agent.
Voting Procedures
Each share of Advanced Energy common stock that you hold entitles you to one vote on each of the proposals that are presented at the 2025 Annual Meeting. Each stockholder entitled to vote at the 2025 Annual Meeting may cast his, her or its vote in person or by proxy. To vote in person, a stockholder should attend the 2025 Annual Meeting with a completed proxy or, alternatively, the Company will give you a ballot to complete upon arrival at the 2025 Annual Meeting. To vote by mail using a proxy card, a stockholder should mark, sign, date and mail the enclosed proxy card as promptly as possible in the enclosed postage-prepaid envelope. To vote by telephone, dial (866) 390-9955 using a touch-tone phone and follow the recorded instructions. To vote via the Internet, a stockholder must go to www.proxypush.com/AEIS and complete an electronic proxy card.
The inspector of election will determine whether or not a quorum is present at the 2025 Annual Meeting. A quorum will be present at the 2025 Annual Meeting if a majority of the shares entitled to vote at the 2025 Annual Meeting are represented at the 2025 Annual Meeting, either by proxy or by the person who owns the shares. In the event there are not sufficient shares of stock entitled to vote present for a quorum or to approve any proposals at the time of the 2025 Annual Meeting, the 2025 Annual Meeting may be adjourned in order to
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PROXY STATEMENT |
permit further solicitation of proxies. Advanced Energy’s transfer agent will deliver a report to the inspector of election in advance of the 2025 Annual Meeting, tabulating the votes cast by proxies returned to the transfer agent. The inspector of election will tabulate the final vote count, including the votes cast in person and by proxy at the 2025 Annual Meeting.
If a broker holds your shares, this proxy statement and the enclosed proxy card have been sent to the broker. You may have received this proxy statement directly from your broker, together with instructions as to how to direct the broker concerning how to vote your shares. Under the rules for Nasdaq-listed companies, brokers cannot vote on certain matters without instructions from you. If you do not give your broker instructions or discretionary authority to vote your shares on such matters and your broker returns the proxy card without voting on a proposal, your shares will be recorded as “broker non-votes” with respect to the proposals on which the broker does not vote.
Broker non-votes and abstentions will be counted as present for purposes of determining whether a quorum is present. If a quorum is present, the directors referenced in Proposal 1 will be elected by a plurality of the votes of shares present at the 2025 Annual Meeting (by proxy or in person) and Proposals 2 and 3 will be approved by a majority of the shares present at the 2025 Annual Meeting (by proxy or in person), excluding abstentions and broker non-votes. Broker non-votes and abstentions will have no effect on the outcome of Proposals 1 – 3. Cumulative voting shall not be allowed in the election of directors or any of the proposals being submitted to the stockholders at the 2025 Annual Meeting.
The following table reflects the vote required for each proposal and the effect of broker non-votes and abstentions on the vote, assuming a quorum is present at the Annual Meeting:
|
Proposal |
|
Vote Required |
|
Effect of Broker Non-
|
|
|
1 |
Election of ten (10) directors |
|
Plurality of votes of shares present at the 2025 Annual Meeting (by proxy or in person), subject to the Resignation Policy described on page 13 |
|
No effect |
|
2 |
Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2025 |
|
Majority of shares present at the Annual Meeting (by proxy or in person), excluding broker non-votes and abstentions |
|
No effect |
|
3 |
Advisory approval of Advanced Energy’s compensation of its named executive officers |
|
Majority of shares present at the Annual Meeting (by proxy or in person), excluding broker non-votes and abstentions – this is an advisory vote which is not binding on the Company |
|
No effect |
If any other proposals are properly presented to the stockholders at the Annual Meeting, the number of votes required for approval will depend on the nature of the proposal. Generally, under Delaware law and the Third Amended and Restated By-Laws of Advanced Energy, the number of votes required to approve a proposal is a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote, excluding broker non-votes and abstentions. The proxy card provided herewith gives discretionary authority to the proxy holders to vote on any matter not included in this proxy statement that is properly presented to the stockholders at the Annual Meeting.
Costs of Solicitation
Advanced Energy will bear the costs of soliciting proxies in connection with the Annual Meeting. In addition to soliciting your proxy by this mailing, proxies may be solicited personally or by telephone or facsimile by some
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PROXY STATEMENT |
of Advanced Energy’s directors, officers and employees, without additional compensation. We may reimburse our transfer agent, Equiniti Trust Company, LLC, our proxy agent, Mediant Communications, brokerage firms and other persons representing beneficial owners of Advanced Energy common stock for their expenses in sending proxies to the beneficial owners. We do not currently intend to retain a professional solicitor to assist in the solicitation of proxies, however, we may later elect to do so.
Delivery and Revocability of Proxies
In addition to the ability of our record stockholders to vote in person at the Annual Meeting, you may vote your shares either by (i) marking the enclosed proxy card and mailing it in the enclosed postage prepaid envelope, (ii) voting online at www.proxypush.com/aeis , or (iii) voting by telephone at (866) 390-9955 . If you mail your proxy, please allow sufficient time for it to be received in advance of the Annual Meeting.
If you deliver your proxy and change your mind before the Annual Meeting, you may revoke your proxy by delivering notice to our Corporate Secretary at Advanced Energy Industries, Inc., 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202, stating that you wish to revoke your proxy or by delivering another proxy with a later date. You may vote your shares by attending the Annual Meeting in person but, if you have delivered a proxy before the Annual Meeting, you must revoke it before the Annual Meeting begins. Attending the Annual Meeting will not automatically revoke your previously delivered proxy.
Delivery of Documents to Stockholders Sharing an Address
If two or more stockholders share an address, Advanced Energy may send a single copy of this proxy statement and other soliciting materials, as well as the 2024 Annual Report, to the shared address, unless Advanced Energy has received contrary instructions from one or more of the stockholders sharing the address. If a single copy has been sent to multiple stockholders at a shared address, Advanced Energy will deliver a separate proxy card for each stockholder entitled to vote. Additionally, Advanced Energy will send an additional copy of this proxy statement, other soliciting materials and the 2024 Annual Report, promptly upon oral or written request by any stockholder to Investor Relations, Advanced Energy Industries, Inc., 1595 Wynkoop Street, Suite 800, Denver, Colorado 80202, telephone number 970-407-6626. If any stockholders sharing an address receive multiple copies of this proxy statement, other soliciting materials, and the 2024 Annual Report and would prefer in the future to receive only one copy, such stockholders may make such request to Investor Relations at the same address or telephone number.
No Incorporation by Reference
As provided under SEC rules, the “ Report of the Audit and Finance Committee ” and the “ Compensation Committee Report ” contained in this proxy statement are not incorporated by reference into any of our other filings with the SEC, except to the extent we specifically incorporate either report by reference into a filing. In addition, this proxy statement includes several website addresses, which are intended to provide inactive, textual references for convenience only. The contents on the referenced websites are not part of or otherwise incorporated by reference into this proxy statement or any of our other filings with the SEC.
Special Note on Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Statements herein that are not historical information are forward-looking statements. For example, statements relating to Advanced Energy’s beliefs, expectations, and plans are forward-looking statements, as are statements that certain actions, conditions, events, or circumstances will continue. The inclusion of words such as “anticipate,” “expect,” “estimate,” “can,” “may,” “might,” “continue,” “enable,” “plan,” “intend,” “should,” “could,” “would,” “will,” “likely,” “potential,”
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69 |
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PROXY STATEMENT |
“believe,” and similar expressions and the negative versions thereof indicate forward-looking statements; however, not all forward-looking statements may contain such words or expressions. Specific forward-looking statements herein include, but are not limited to, statements regarding the following: our operational and financial initiatives and targets; expectations regarding gaining market share; pursuit of strategic initiatives; our acquisition strategy; inclusiveness of our work environment; consideration and replacement of board nominees; qualifications and ratification of our independent registered public accounting firm; our compensation philosophy and practices; and the usefulness of non-GAAP measures.
Although Advanced Energy believes that the expectations reflected in or suggested by these forward-looking statements are reasonable, Advanced Energy may not achieve the results, performance, plans, or objectives expressed or implied by such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially and adversely from those expressed in the forward-looking statements. Factors that could contribute to these differences or prove the forward-looking statements herein, by hindsight, to be overly optimistic or unachievable include the following: our ability to accurately forecast and meet customer demand; risks related to global economic conditions, such as the impact of escalating global conflicts on macroeconomic conditions, economic uncertainty, market volatility, rising interest rates, inflation, lack of growth in our markets, or recession; customer price sensitivity; concentration of our customer base; risks associated with potential breach of our information security measures - either external breach or internal data theft; difficulties with the implementation of our enterprise resource planning and other enterprise-wide information; our loss of or inability to attract and retain key personnel; risks associated with our manufacturing footprint optimization and movement of manufacturing locations for certain products; disruptions to our manufacturing operations or those of our customers or suppliers; our ability to successfully identify, close, integrate and realize anticipated benefits from our acquisitions; quality issues or unanticipated costs in fulfilling our warranty obligations (including our discontinued solar inverter product line); risks inherent in our international operations, including the effect of export controls, the impact of tariffs on our supply chain or products we sell, political and geographical risks, and fluctuations in currency exchange rates; our ability to enforce, protect and maintain our proprietary technology and intellectual property rights; regulatory risk related to our supply chain; legal matters, claims, investigations, and proceedings; changes to tax laws and regulations or our tax rates; changes in federal, state, local and foreign regulations, including with respect to trade compliance, privacy and data protection, supply chain, and environmental regulation; effect of our debt obligations and restrictive covenants on our ability to operate our business; risks related to our unfunded pension obligations; our estimates of the fair value of intangible assets; the potential impact of dilution related to our convertible debt, hedge, and warrant transactions; and other risk factors described in the 2024 Form 10-K and other reports and statements filed with the SEC, which can be obtained from the SEC’s website at www.sec.gov or from Advanced Energy’s Investors page at ir.advancedenergy.com. Other factors might also contribute to the differences between these forward-looking statements and Advanced Energy’s actual results. You are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements are based on management’s current estimates, projections and assumptions, and Advanced Energy assumes no obligation to update them, except as required by applicable law.
Representation at the Annual Meeting
It is important that your stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are therefore urged to execute and return, at your earliest convenience, the accompanying proxy card in the envelope that has been enclosed or vote your shares by telephone or Internet as described on the proxy card. Instructions as to how to deliver your proxy are included in this proxy statement under the section entitled “ Delivery and Revocability of Proxies ” on page 69 and on the enclosed proxy card.
THE BOARD OF DIRECTORS
Dated March 14, 2025
Denver, Colorado
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PROXY STATEMENT |
Appendix A - R econciliation of Non-GAAP Measures
The “ Compensation Discussion and Analysis ” and “ Pay versus Performance ” sections of this proxy statement include references to certain financial measures that are not recognized under generally accepted accounting principles (“GAAP”). These non-GAAP measures exclude the impact of non-cash related charges, such as stock-based compensation, amortization of intangible assets, and long-term unrealized foreign exchange gains and losses. In addition, we exclude discontinued operations and other non-recurring items such as acquisition-related costs, facility expansion and related costs, restructuring, asset impairments, and other charges, as they are not indicative of Advanced Energy’s ongoing performance. The tax effect of our non-GAAP adjustments represents the anticipated annual tax rate applied to each non-GAAP adjustment after consideration of their respective book and tax treatments. In addition, the tax effect also includes a discrete tax benefit associated with the release of a portion of our deferred tax asset valuation allowance. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables below.
We believe that these non-GAAP measures provide useful information to management and investors to evaluate business performance without the impacts of certain non-cash charges, non-economic foreign currency remeasurements, and other cash charges which are not part of our usual operations. We use these non-GAAP measures to assess performance against business objectives, make business decisions, develop budgets, forecast future periods, assess trends, and evaluate financial impacts of various scenarios. As discussed in “ Compensation Discussion and Analysis ” above, the incentive plans for our named executive officers include these non-GAAP measures as criteria for achievements.
Non-GAAP measures should not be considered in isolation and should not be considered superior to, or a substitute for, financial measures calculated in accordance with GAAP. To gain a complete picture of all effects on our financial results from any and all events, management does (and investors should) evaluate our results of operations in conjunction with the corresponding GAAP measures, as the use of non-GAAP measures has limitations in that the non-GAAP measures are not prepared in accordance with GAAP or based on any comprehensive set of accounting rules or principles, may be different from non-GAAP measures used by other companies, and may exclude certain items that may have a material impact upon our reported financial results.
All amounts below are in millions, except for earnings per share.
|
Revenue |
|||||||||
|
|
|
|
2022 |
|
2023 |
|
2024 |
||
|
GAAP Revenue |
|
$ |
1,845 |
|
$ |
1,656 |
|
$ |
1,482 |
|
Gross Profit & Gross Margin |
|||||||||
|
|
|
2022 |
|
2023 |
|
2024 |
|||
|
Gross profit from continuing operations, as reported |
|
$ |
676 |
|
$ |
592 |
|
$ |
529 |
|
Adjustments to gross profit: |
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
1 |
|
|
2 |
|
|
4 |
|
Facility expansion, relocation costs and other |
|
|
5 |
|
|
2 |
|
|
4 |
|
Non-GAAP gross profit |
|
$ |
682 |
|
$ |
597 |
|
$ |
538 |
|
|
|
|
|
|
|
|
|
|
|
|
GAAP gross margin |
|
|
36.6% |
|
|
35.8% |
|
|
35.7% |
|
Non-GAAP gross margin |
|
|
37.0% |
|
|
36.1% |
|
|
36.3% |
|
|
|
|
PROXY STATEMENT |
|
Operating Income from Continuing Operations |
|||||||||
|
|
|
|
2022 |
|
2023 |
|
2024 |
||
|
GAAP Operating Income |
|
$ |
233 |
|
$ |
114 |
|
$ |
37 |
|
Add backs: |
|
|
|
|
|
|
|
|
|
|
Stock Based Compensation |
|
|
20 |
|
|
31 |
|
|
46 |
|
Acquisition related costs |
|
|
9 |
|
|
4 |
|
|
6 |
|
Facility expansion, relocation costs, and other |
|
|
5 |
|
|
3 |
|
|
6 |
|
Amortization of intangible assets |
|
|
26 |
|
|
28 |
|
|
26 |
|
Restructuring, asset impairments, and other charges |
|
|
7 |
|
|
27 |
|
|
30 |
|
Non-GAAP Operating Income from Continuing Operations |
|
$ |
300 |
|
$ |
207 |
|
$ |
151 |
|
Net Income & EPS |
|||||||||
|
|
|
2022 |
|
2023 |
|
2024 |
|||
|
Income from continuing operations, less noncontrolling interest, net of income taxes |
|
$ |
202 |
|
$ |
131 |
|
$ |
56 |
|
Add backs: |
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
|
26 |
|
|
28 |
|
|
26 |
|
Acquisition-related costs |
|
|
9 |
|
|
4 |
|
|
6 |
|
Facility expansion, relocation costs, and other |
|
|
5 |
|
|
3 |
|
|
6 |
|
Restructuring, asset impairments, and other charges |
|
|
7 |
|
|
27 |
|
|
30 |
|
Unrealized foreign currency (gain) loss |
|
|
(8) |
|
|
(0) |
|
|
(4) |
|
Acquisition-related and other costs included in other income (expense), net |
|
|
(8) |
|
|
(2) |
|
|
3 |
|
Tax effect of Non-GAAP adjustments, including certain discrete tax benefits |
|
|
(3) |
|
|
(31) |
|
|
(20) |
|
Stock-based compensation, net of taxes |
|
|
15 |
|
|
24 |
|
|
36 |
|
Non-GAAP income, net of income taxes |
|
$ |
245 |
|
$ |
184 |
|
$ |
140 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share from continuing operations, as reported |
|
$ |
5.35 |
|
$ |
3.46 |
|
$ |
1.49 |
|
Add back: |
|
|
|
|
|
|
|
|
|
|
Per share impact of Non-GAAP adjustments, net of taxes |
|
$ |
1.14 |
|
$ |
1.42 |
|
$ |
2.22 |
|
Non-GAAP per share earnings |
|
$ |
6.49 |
|
$ |
4.88 |
|
$ |
3.71 |
|
Adjusted Cash Flow |
||||||||||
|
|
|
2022 |
|
2023 |
|
2024 |
||||
|
Net cash provided by operating activities from continuing operations |
|
$ |
184 |
|
$ |
213 |
|
$ |
133 |
|
|
Add backs to operating profit (Acquisitions, other income, taxes) |
|
|
25 |
|
|
(17) |
|
|
(6) |
|
|
Non-GAAP adjustment |
|
|
1 |
|
|
34 |
|
|
42 |
|
|
Depreciation |
|
|
(34) |
|
|
(38) |
|
|
(42) |
|
|
Other items excluded from operational cash |
|
|
3 |
|
|
52 |
|
|
(11) |
|
|
Adjustment to change in operating assets and liabilities |
|
|
4 |
|
|
(7) |
|
|
8 |
|
|
Adjusted Cash Flow* |
|
$ |
183 |
|
$ |
236 |
|
$ |
123 |
|
|
* |
For variable compensation programs, adjusted cash flow is defined as non-GAAP operating profit adjusted for changes in Net Working Capital (Changes in A/R; Inventory and A/P). |
Note: Tables may not add due to rounding.
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Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved styleIPC This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Stephen D. Kelley, Paul R Oldham, and Elizabeth K. Vonne (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Advanced Energy Industries, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Advanced Energy Industries, Inc. Annual Meeting of Stockholders For stockholders of record as of March 4, 2025 Thursday, April 24, 2025 at 9:00 AM, Mountain Daylight Time The Elizabeth Hotel, 111 Chestnut Street, Fort Collins, CO 80524 P.O. BOX 8016, CARY, NC 27512-9903 Internet: www.proxypush.com/AEIS • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote Phone: 1-866-390-9955 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided YOUR VOTE IS IMPORTANT! PLEASE VOTE BY USING ONE OF THE METHODS TO THE RIGHT Have your ballot ready and please use one of the methods below for easy voting: Your vote matters! Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. |
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Advanced Energy Industries, Inc. Annual Meeting of Stockholders to be held on April 24, 2025 Please make your marks like this: PROPOSAL YOUR VOTE BOARD OF DIRECTORS RECOMMENDS 1. Election of ten (10) directors; FOR WITHHOLD 1.01 Grant H. Beard #P2# #P2# FOR 1.02 Frederick A. Ball #P3# #P3# FOR 1.03 Anne T. DelSanto #P4# #P4# FOR 1.04 Tina M. Donikowski #P5# #P5# FOR 1.05 Ronald C. Foster #P6# #P6# FOR 1.06 Stephen D. Kelley #P7# #P7# FOR 1.07 Lanesha T. Minnix #P8# #P8# FOR 1.08 David W. Reed #P9# #P9# FOR 1.09 John A. Roush #P10# #P10# FOR 1.10 Brian M. Shirley #P11# #P11# FOR FOR AGAINST ABSTAIN #P12# #P12# #P12# FOR #P13# #P13# #P13# FOR 2. Ratification of the appointment of Ernst & Young LLP as Advanced Energy's independent registered public accounting firm for 2025; 3. Advisory approval of the compensation of Advanced Energy's named executive officers; and 4. Any other matters of business properly brought before the Annual Meeting. Proposal_Page - VIFL Check here if you would like to attend the meeting in person. Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date THE BOARD OF DIRECTORS RECOMMENDS A VOTE: "FOR" PROPOSALS 1, 2 AND 3 |
