David W. Reed

About David W. Reed

Independent director of Advanced Energy (AEIS) since 2022; age 66. Former CEO of Vedanta Resources Ltd.’s semiconductor group (Feb 2023–Mar 2024) and previously EVP–Operations at NXP Semiconductors, with 37+ years of global operations leadership across semiconductors. Education: Austin College (undergraduate), B.S. Chemical Engineering (Texas A&M), MBA (University of Dallas). Core credentials: senior leadership, international experience, global operations and supply chain expertise in semiconductor manufacturing .

Past Roles

External Roles

No other public company directorships disclosed for Reed in AEIS proxy biographies .

Board Governance

• Independence: Classified as an independent director; the Board affirmed no material relationships that would impair independence for independent directors (including Reed) .
• Committee assignments (evolution):
  • 2022: Compensation Committee member .
  • 2023: Compensation Committee member .
  • 2024: Compensation Committee for three quarters; moved to Audit & Finance for one quarter (per compensation table footnote) .
  • 2025: Audit & Finance Committee member .
• Attendance and engagement:
  • Board meetings: 2022 (10), 2023 (9). Each director attended above 75% of Board and committee meetings for their service period in 2022 and 2023 .
  • Executive sessions of independent directors: four in 2023 .
• Structure and best practices: AEIS separates Chair and CEO roles; maintains regular executive sessions, robust ownership guidelines, and disallows hedging/pledging .

Fixed Compensation

Program structure (policy-level, non-employee directors):

• Annual Board cash retainer: $60,000; Chair add’l $65,000 (2024 program) .
• Committee retainers (2024): Audit & Finance $13,000 (member), Compensation $10,000, NGS $5,000; Committee Chair fees: A&F $30,000; Comp $25,000; NGS $15,000 .

Director cash actually paid to Reed:

Performance Compensation

• AEIS grants time-vested RSUs annually to non-employee directors; 1-year vesting; no options; no PSU metrics for directors .
• Clawback policy adopted Nov 2, 2023; compliant with SEC Rule 10D-1; in addition to SOX/Dodd-Frank recovery rights; no recoveries to date .
• Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging by directors and related persons .

Director stock awards and totals:

RSU grant detail (director equity):

Other Directorships & Interlocks

• Other public company boards: None disclosed for Reed in AEIS proxy biographies .
• Interlocks: AEIS states no interlocking relationships among its directors (good governance signal) .

Expertise & Qualifications

• Skills cited by AEIS: senior leadership, international experience, global operations expertise, industry/technical expertise in semiconductors and manufacturing .
• Board rationale: Reed brings significant operations and supply chain management experience relevant to semiconductor capital equipment and manufacturing .

Equity Ownership

• Beneficial ownership:
  • As of Feb 1, 2022: “—” (no beneficially owned shares reported) .
  • As of the 2025 proxy: 5,490 shares; less than 1% of outstanding .
• Ownership guidelines: Non-employee directors must hold ≥5x annual cash retainer; five-year phase-in; AEIS states directors either conform or are on track to comply (updated 2024/2025 formulation) .
• Hedging/pledging: Prohibited for directors and related persons .

Compensation Committee Analysis (context)

• Committee membership/independence: Compensation Committee fully independent; Reed served as member in 2022–2024 (three quarters in 2024), then rotated to Audit & Finance .
• Consultant: Compensia, Inc. engaged as independent compensation consultant in 2022–2024 and for 2024 fiscal year per 2025 proxy .
• Peer benchmarking: Committee uses a peer group for executive pay (e.g., MKS Instruments, Teradyne, Entegris, Monolithic Power Systems, Rogers, etc.) .
• Say-on-pay: Strong shareholder support—~98% (2022) and ~97% (2023) approvals, indicating alignment with investor expectations .

Governance Assessment

• Strengths:

  • Independent director with deep semiconductor operations credentials; committee rotation to Audit & Finance broadens oversight leverage .
  • Consistent attendance (>75%); Board holds regular executive sessions; separation of Chair/CEO .
  • Pay structure balanced (cash + time-vested RSUs); no director options; robust clawback; hedging/pledging prohibited; strong say-on-pay support .
  • No interlocks disclosed; independence affirmations for non-employee directors .

• Watch items:

  • External operating role at Vedanta’s semiconductor group (ended Mar 2024) could have presented ecosystem overlaps; no related-party transactions disclosed and independence affirmed by Board .
  • Ownership is <1% by nature of AEIS’s capital structure; monitor progress toward 5x retainer guideline (Company states directors are on track) .

• RED FLAGS: None identified in filings (no attendance shortfalls, no related-party transactions disclosed for Reed, no hedging/pledging, no option repricing) .

Overall, Reed’s semiconductor manufacturing depth and committee experience (Compensation and Audit & Finance) support board effectiveness; governance practices (independence, ownership guidelines, anti-hedging/pledging, clawback) underpin investor confidence .