Eduardo Bernal Acebedo
ADVANCED ENERGY INDUSTRIESAbout Eduardo Bernal Acebedo
Eduardo Bernal Acebedo is Executive Vice President and Chief Operations Officer at Advanced Energy Industries (AEIS), based in Singapore; he joined AEIS in September 2021 and is 58 years old . He brings 30+ years of semiconductor operations leadership from NXP (SVP of assembly and test operations) and Texas Instruments, with credentials including a B.S. in Industrial Engineering (Technological Institute of Aguascalientes) and MIT’s Leading Organization & Change program . In 2024, AEIS revenue was $1.48B (down 10% YoY) amid market digestion, with sequential improvement through the year, gross margin expansion, and Q4 EPS at a two-year high (annualized >$5), leading to an overall STI corporate achievement of 92.6% for payouts . Long-term incentive performance indicates alignment: the 2022 PSU cycle vested at 98.1% (140.3% rTSR vs S&P 1000, 0% gross margin metric), while 2024 PSUs banked 29% based on year-1 rTSR; vesting occurs after the 36‑month period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NXP Semiconductors | SVP, Assembly & Test Operations | Not disclosed | Led global multi-factory assembly/test footprint (~12,000 employees) and supply chain execution . |
| Texas Instruments | Leadership roles in operations, manufacturing, planning, quality | Not disclosed | Drove manufacturing excellence and operational quality improvements at scale . |
External Roles
- None disclosed in AEIS proxy for Mr. Bernal Acebedo .
Fixed Compensation
| Component (USD) | 2024 | Notes |
|---|---|---|
| Base salary | $524,291 | Paid in Singapore Dollars; converted to USD at 0.7357 as of 12/31/2024 . |
| Base salary change vs 2023 | +10.2% | Market competitiveness and performance rationale . |
| Perquisites/allowances | $103,292 transportation & housing; $40,330 annual wage supplement (AWS) | AWS common in Singapore; converted at 0.7357 . |
| Executive physical | Not eligible (non‑U.S.) | Preventive care physicals are U.S.-only . |
Performance Compensation
Short‑Term Incentive (STI) – 2024 design and outcome
| Metric | Weight | Targets (H1/H2) | Actual (H1/H2) | Payout mechanics | 2024 Corporate Result |
|---|---|---|---|---|---|
| Revenue | 40% | $733M / $816M | $692M / $790M | Linear between threshold/target/stretch; OI threshold gating | 92.6% overall pool |
| Non‑GAAP Operating Income (cont. ops) | 40% | $65M / $105M | $55M / $95M | As above | |
| Adjusted Cash Flow | 20% | $79M / $85M | $44M / $101M | As above |
| Executive | Target bonus % | Target ($) | Actual Payout ($) |
|---|---|---|---|
| Eduardo Bernal Acebedo | 85% | $445,648 | $412,669 |
Notes:
- No individual performance modifiers were applied to NEO payouts for 2024; corporate achievement of 92.6% applied uniformly .
- Non‑GAAP definitions and reconciliations are in Appendix A of the proxy .
Long‑Term Incentives (LTI)
2024 LTI awards and performance structure
- Target LTI grant value: $3,000,000 (50% time‑based RSUs, 50% PSUs) .
- Grants: 14,694 RSUs (time‑based) and 14,694 PSUs (at target), granted 3/1/2024 .
- RSU vesting: 1/3 annually on each of the first three anniversaries (2025/2026/2027) .
- PSU performance (1/1/2024–12/31/2026): 70% relative TSR vs S&P 1000; 30% non‑GAAP gross margin %; threshold/target/stretch below .
| PSU Metric | Weight | Threshold (0%) | Target (100%) | Stretch (200%) | Earn‑as‑you‑go/vesting |
|---|---|---|---|---|---|
| Relative TSR vs S&P 1000 | 70% | Index −50pp | At Index | Index +50pp | Portions banked at 12/24/36 months; vest/issue only at end of 36 months . |
| Non‑GAAP Gross Margin % | 30% | 37% | 40% | 42% | Measured over any four consecutive quarters in period; vest at end . |
LTI performance status and history
- 2024 PSU banked: 29.0% of target earned (rTSR only for year 1); no GM% earn in 2024; nothing vests until 12/31/2026 .
- 2023 cycle (through 12/31/2024): 58% of rTSR PSUs banked across 2023–2024; GM% 0% so far; vest at end of 36‑month period .
- 2022 cycle (completed): vested at 98.1% overall (140.3% rTSR; 0% GM%); Mr. Bernal Acebedo vested 6,957 PSUs in 2024 from this cycle .
Equity Ownership & Alignment
Beneficial ownership and components (as of Feb 1, 2025)
| Item | Eduardo Bernal Acebedo |
|---|---|
| Total beneficial ownership (shares) | 51,667 |
| Ownership % of shares outstanding (37,720,277) | <1% |
| Options exercisable within 60 days | 18,126 |
| Time‑based RSUs vesting within 60 days | 10,062 |
| PSUs vesting within 60 days | 6,957 |
Outstanding equity awards and options (12/31/2024)
| Category | Detail |
|---|---|
| Unvested time‑based RSUs | 22,661 units; scheduled tranches below . |
| Unearned PSUs (not yet vested) | 37,271 units (tracked at target for 2023–2024 grants) . |
| Stock options (exercisable/unexercisable) | 12,084 / 6,042 at $85.97 strike, expiring 3/16/2032 . |
2025–2027 vesting schedule (time‑based RSUs)
| Vest date | Shares vesting | Source |
|---|---|---|
| Mar 16, 2025 | 2,361 | 2022 LTI |
| Mar 1, 2025 | 2,803 + 4,898 = 7,701 | 2023 LTI + 2024 LTI |
| Mar 1, 2026 | 2,803 + 4,898 = 7,701 | 2023 LTI + 2024 LTI |
| Mar 1, 2027 | 4,898 | 2024 LTI |
Additional alignment and governance
- Ownership guidelines: EVPs must hold stock equal to 3x salary; executives either comply or are on track within five years .
- Anti‑hedging/anti‑pledging: Company prohibits hedging and pledging of AEIS stock for all employees and officers .
- Clawback: Dodd‑Frank/Nasdaq‑compliant policy adopted Nov 2, 2023; mandatory recovery of excess incentive pay upon restatement; to date no recoupments .
- 2024 vested/realized: Mr. Bernal Acebedo had 9,187 shares vest in 2024 (value $901,598); no option exercises in 2024 .
Employment Terms
Change‑in‑control (CIC) and general severance agreements (updated 2024)
- Double‑trigger CIC: if terminated without cause or for good reason within 18 months post‑CIC or 90 days preceding CIC, severance equals 1.5x base salary + 1.5x target bonus, 18 months benefits, up to $15,000 outplacement, and full acceleration of RSUs/PSUs (PSUs at max) and options .
- General severance (non‑CIC): 1.0x base salary lump sum, pro‑rated target bonus, 12 months benefits, up to $15,000 outplacement .
- Good Reason includes material reduction in duties/compensation, certain relocations (outside Singapore for Mr. Bernal Acebedo), and material breach; cure and notice provisions apply .
Illustrative amounts (assuming 12/31/2024 termination)
| Scenario | Component | Amount (USD) |
|---|---|---|
| CIC termination (without cause/for good reason) | Accelerated equity | $9,780,543 |
| Severance (base multiple) | $1,048,582 | |
| Target bonus (multiple) | $668,471 | |
| Benefits continuation | $48,556 | |
| Outplacement | $15,000 | |
| General severance | Severance (base multiple) | $524,291 |
| Pro‑rated target bonus | $445,647 | |
| Benefits continuation | $32,371 | |
| Outplacement | $15,000 | |
| Death | Accelerated equity (12‑month acceleration) | $566,356 |
Compensation Structure Notes and Peer Context
- 2024 compensation mix: Higher equity emphasis; 2024 LTI target was increased for retention on select executives, including $3.0M for Mr. Bernal Acebedo (50% RSUs, 50% PSUs) .
- Peer group for benchmarking (2024 program) includes 15 semis/electronics firms such as MKS Instruments, Entegris, Silicon Labs, Coherent, Monolithic Power Systems, Power Integrations, OSI Systems, Ultra Clean, and others; ranges sized to AEIS (revenue 50–200% and market cap 33–300%) .
Say‑on‑Pay and Shareholder Signals
- 2024 say‑on‑pay passed with over 99% approval, indicating broad shareholder support for AEIS’s pay‑for‑performance design .
Investment Implications
- Alignment and retention: Large, multi‑year, performance‑weighted equity with banked PSU mechanics and strict ownership/anti‑pledge policies align incentives and reduce hedging risk; 2024 LTI target increase was driven by retention considerations for key leaders like Mr. Bernal Acebedo .
- Near‑term supply from vesting: Time‑based RSU cliffs of ~7.7k shares on both Mar 1, 2025 and Mar 1, 2026, plus options from prior cycles, could create periodic settlement/selling needs (some net share withholding for taxes is typical), though company policy prohibits pledging and hedging .
- Pay‑for‑performance discipline: 2024 STI paid at 92.6% of target (below 100%), reflecting macro softness despite operational improvements; 2022 PSU vesting at 98.1% and 2024 rTSR banked at 29% reinforce performance gating over multiple years .
- Change‑in‑control economics: Double‑trigger, formulaic severance with full equity acceleration at max for PSUs could be value‑relevant in M&A; however, provisions are mainstream within peers and do not include tax gross‑ups .
Overall, Mr. Bernal Acebedo’s compensation and ownership profile show strong alignment with long‑term value creation, credible retention hooks (notably the sizable unearned PSUs), and limited governance red flags given anti‑pledging/hedging and a compliant clawback framework .