Elizabeth Vonne
ADVANCED ENERGY INDUSTRIESAbout Elizabeth Vonne
Elizabeth K. Vonne, age 52, is Executive Vice President, General Counsel & Corporate Secretary at Advanced Energy Industries (AEIS). She joined AEIS in April 2022, bringing 20+ years of legal experience, including as VP, Legal/GC/Secretary at Mesa Laboratories and Partner at Davis Graham & Stubbs; she holds a J.D. from Columbia Law School and a B.A. from Amherst College . Key pay-for-performance linkages include a 2024 short‑term incentive (STI) payout determined by company revenue, non‑GAAP operating income, and adjusted cash flow, with overall achievement at 92.6% of target for the year . Long‑term incentives (LTIs) emphasize multi‑year performance: 2024 PSUs are tied 70% to relative TSR vs. the S&P 1000 and 30% to non‑GAAP gross margin; in the completed 2022–2024 LTI cycle, overall achievement was 98.1% of target (140.3% rTSR component; 0% gross margin), underscoring alignment with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mesa Laboratories, Inc. | Vice President, Legal; General Counsel & Secretary | Not disclosed | Led legal function at a multinational manufacturer of critical quality control/life science tools |
| Davis Graham & Stubbs LLP | Partner | Not disclosed | Corporate transactions, complex litigation, regulatory compliance focus |
| Multinational law firm (NYC) | Associate Attorney | Not disclosed | Early career legal training at a global firm |
External Roles
- No external public company board roles disclosed for Ms. Vonne in AEIS’s 2025 proxy executive officer biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $254,795 | $408,750 | $451,000 (10.0% y/y increase) |
| Target Bonus % of Salary | — | — | 85% |
| Actual STI/Bonus Paid ($) | $315,445 | $308,423 | $354,982 |
Notes:
- 2024 base salary increased 10% to maintain market competitiveness given strong performance .
Performance Compensation
2024 Short‑Term Incentive (STI) Design and Results
| Metric | Weight | 1H Target ($M) | 1H Actual ($M) | 1H Achievement | 2H Target ($M) | 2H Actual ($M) | 2H Achievement | Overall Achievement |
|---|---|---|---|---|---|---|---|---|
| Revenue | 40% | 733 | 692 | 94.5% | 816 | 790 | 96.7% | 92.6% |
| Non‑GAAP Operating Income (cont. ops) | 40% | 65 | 55 | 84.9% | 105 | 95 | 90.6% | 92.6% |
| Adjusted Cash Flow | 20% | 79 | 44 | 55.8% | 85 | 101 | 119.2% | 92.6% |
| Executive | 2024 Target Bonus ($) | Overall Achievement | 2024 STI Payout ($) |
|---|---|---|---|
| Elizabeth Vonne | $383,350 | 92.6% | $354,982 |
Design notes:
- Two six‑month measurement periods (weighted 40%/60% for 1H/2H) to reflect market volatility; non‑GAAP definitions provided and reconciled in proxy appendix .
Long‑Term Incentives (LTI)
2024 LTI structure (grant date March 1, 2024): time‑based RSUs vesting 1/3 annually over 3 years; PSUs with 36‑month performance period (2024–2026) weighted 70% rTSR vs. S&P 1000 and 30% non‑GAAP gross margin. Earned PSUs bank during interim periods but vest only at period end .
| Grant Year | Award Type | Shares Granted | Key Performance Conditions | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2024 | Time‑based RSUs | 5,877 | 1/3 each on 3/1/25, 3/1/26, 3/1/27 | $608,563 |
| 2024 | PSUs (Target) | 5,877 | 70% rTSR vs. S&P 1000; 30% non‑GAAP gross margin (37%/40%/42% thresholds) over 2024–2026 | $646,370 |
| 2023 | Time‑based RSUs | 5,255 (Vested 1,752 in 2024) | 1/3 annually | — |
| 2023 | PSUs (Target) | 5,255 | Banked based on rTSR; vest end of period | — |
| 2022 | Time‑based RSUs | 5,146 (Vested 1,716 in 2024) | 1/3 annually | — |
| 2022 | PSUs (Target) | 3,371 (Vested 3,310 in 2024) | Overall achievement 98.1% (rTSR 140.3%, Gross Margin 0%) | — |
rTSR and margin targets for 2024 LTI:
- rTSR: Threshold −50pp vs Index; Target at Index; Stretch +50pp vs Index (70% weight)
- Non‑GAAP Gross Margin: 37%/40%/42% (30% weight)
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 9,253 shares (<1% of outstanding) |
| Within 60 days (as of Feb 1, 2025): RSUs | 3,273 shares |
| Within 60 days (as of Feb 1, 2025): PSUs | 3,310 shares |
| Stock Options (within 60 days) | None |
| Stock Ownership Guidelines | EVPs/NEOs must hold ≥3x base salary; 5‑year phase‑in; unearned PSUs/options excluded; officers are conforming or on‑track |
| Hedging/Pledging | Prohibited for all employees/officers/directors under Insider Trading Policy |
| 2024 Stock Vested (Shares; Value) | 3,468 shares; $342,931; 1,324 shares withheld for taxes; 438 shares deferred (to the earlier of 12 months post‑separation or 1/1/2037) |
Upcoming time‑based RSU vesting schedule (from outstanding awards):
| Vest Date | Shares | Source |
|---|---|---|
| Mar 16, 2025 | 1,377 | 2022 LTI RSUs |
| Mar 1, 2025 | 1,752 | 2023 LTI RSUs |
| Mar 1, 2026 | 1,751 | 2023 LTI RSUs |
| Mar 1, 2025 | 2,613 | 2024 LTI RSUs |
| Mar 1, 2026 | 2,612 | 2024 LTI RSUs |
| Mar 1, 2027 | 2,612 | 2024 LTI RSUs |
Notes:
- Company indicates it does not have material outstanding stock option awards; plan usage is primarily RSUs/PSUs .
Employment Terms
Change in Control (CIC) and General Severance agreements updated in 2024 for all NEOs (double‑trigger CIC; single‑trigger not applicable). Benefits require a release of claims .
| Scenario | Cash Severance | Target Bonus | Prorated Bonus | Medical Continuation | Outplacement | Equity Acceleration |
|---|---|---|---|---|---|---|
| CIC termination (w/o Cause or for Good Reason) | 1.5x base salary = $676,500 | 1.5x target = $575,025 | — | $67,437 | $15,000 | Full vesting of RSUs/PSUs (PSUs at max) and options |
| General severance (w/o Cause or for Good Reason) | 1.0x base salary = $451,000 | — | Prorated target = $383,350 | $44,958 | $15,000 | None |
| Death | — | — | — | — | — | 12 months acceleration value $226,519 |
Definitions: “Cause” and “Good Reason” are as set in the agreements (e.g., material duty reduction, 10%+ pay/bonus cuts, relocation >35 miles, etc., with cure periods), and CIC window is 90 days before to 18 months after a change in control .
Clawback and Trading Policies:
- Compensation Clawback Policy (adopted Nov 2, 2023) compliant with Nasdaq Rule 10D‑1; applies to Section 16 officers, including recovery of incentive‑based comp after accounting restatements .
- Anti‑hedging and anti‑pledging policies apply to all employees, officers, and directors .
Non‑Qualified Deferred Compensation (NQDC):
| Metric | 2024 |
|---|---|
| Executive Contributions ($) | $341,732 |
| Company Contributions ($) | $17,541 |
| Aggregate Earnings ($) | $30,486 |
| Year‑End Balance ($) | $389,759 |
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting (Apr 24, 2025): Advisory approval of NEO compensation passed with 30,220,971 For; 4,920,913 Against; 11,072 Abstain; 1,356,415 Broker Non‑Vote .
- 2024 Say‑on‑Pay: Approximately 99% approval, as noted in the 2025 proxy; Compensation Committee made no significant changes in light of strong support .
Compensation Structure Analysis
| Component | 2022 | 2023 | 2024 | Commentary |
|---|---|---|---|---|
| Salary ($) | $254,795 | $408,750 | $451,000 | 2024 salary +10% to maintain competitiveness |
| Stock Awards ($, grant date fair value) | $681,393 | $1,032,147 | $1,254,933 | Increased LTI weighting supports retention/performance linkage |
| Non‑Equity Incentive/Bonus ($) | $315,445 | $308,423 | $354,982 | 2024 STI paid at 92.6% of target (company‑wide) |
| All Other Comp ($) | $9,500 | $16,781 | $30,377 | Includes 401(k) match and NQDC contributions |
Signals:
- Shift to RSUs/PSUs (limited options outstanding) lowers risk but enhances retention via multi‑year vesting .
- Strong governance: clawback, anti‑hedging/pledging, and ownership guidelines (3x salary for EVPs) .
Investment Implications
- Alignment: High equity mix (time‑based RSUs + performance‑conditioned PSUs) with explicit multi‑year rTSR and profitability thresholds should keep legal leadership incentives tied to shareholder outcomes; pay outcomes (2022–2024 LTI at 98.1% of target) reflect TSR sensitivity .
- Retention and selling pressure: A defined vesting calendar through 2027 (notably March each year) and NQDC deferrals (e.g., 438 vested shares deferred) temper near‑term selling pressure; anti‑pledging further limits forced sales risk .
- Transaction economics: Double‑trigger CIC yields 1.5x salary + 1.5x target bonus and full equity vesting at max for PSUs, creating potentially meaningful “deal‑related” value realization; investors should account for this in M&A scenarios .
- Governance backdrop: Robust clawback and consistently supportive say‑on‑pay votes reduce compensation‑related overhang risk; 2025 vote passed with clear majority and 2024 saw ~99% approval .