Frederick A. Ball
ADVANCED ENERGY INDUSTRIESAbout Frederick A. Ball
Independent director of Advanced Energy Industries (AEIS). Age 62; director since 2008. Currently serves as Chair of the Compensation Committee. Former EVP & Chief Administrative Officer and earlier SVP & CFO at Marketo; prior leadership roles include CFO posts at Webroot Software, BigBand Networks, and Borland; earlier VP M&A and VP Finance at KLA-Tencor and 10+ years at PwC. Core board skills highlighted by AEIS: senior leadership, financial expertise, public board experience, global and industry experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marketo, Inc. | EVP & Chief Administrative Officer | Feb 2016 – Aug 2016 | Senior operating leadership at cloud marketing platform provider |
| Marketo, Inc. | SVP & Chief Financial Officer | May 2011 – Feb 2016 | Led finance for high-growth SaaS company |
| Webroot Software | Chief Financial Officer | Not disclosed | Finance leadership at cybersecurity firm |
| BigBand Networks, Inc. | Chief Financial Officer | Not disclosed | Public company CFO experience |
| Borland Software Corporation | Chief Financial Officer | Not disclosed | Public company CFO experience |
| KLA-Tencor (now KLA Corp.) | VP, M&A; earlier VP, Finance | Not disclosed | Corporate development/finance in semiconductor equipment |
| PricewaterhouseCoopers (PwC) | Various (audit) | 10+ years | Public company audit background |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Electro Scientific Industries, Inc. (ESIO) | Director (former) | Not disclosed | Former public company directorship |
| SendGrid, Inc. (SEND) | Director (former) | Not disclosed | Former public company directorship |
| FirstMark Horizon Acquisition Corp. (FMAC) | Director (former) | Not disclosed | Former SPAC directorship |
| Alchemer (private) | Director | Current | Private company board |
| Contentful (private) | Director | Current | Private company board |
| Webgility (private) | Director | Current | Private company board |
Board Governance
- Independence: The Board determined Mr. Ball (and all nominees other than the CEO) is independent under Nasdaq rules .
- Committee assignments: Compensation Committee Chair (meets 5x/year); Compensation Committee is fully independent and uses Compensia as independent consultant .
- Board/committee activity and attendance: Board met 8 times in 2024; independent directors held 4 executive sessions; each director attended >75% of Board and committee meetings served .
- Annual meeting engagement: All nominees attended the 2024 annual meeting in person or by telephone .
- Governance practices: AEIS separates Chair/CEO roles; prohibits hedging/pledging; maintains robust stock ownership guidelines; no interlocking director relationships; annual elections; regular evaluations .
- Say‑on‑Pay support (signal of investor confidence): >99% approval at 2024 annual meeting .
Fixed Compensation (Non‑Employee Director Program)
| Compensation Element | AEIS 2024 Policy |
|---|---|
| Annual Board Cash Retainer | $60,000 per director; plus $65,000 additional for the Chairman of the Board |
| Annual Board Equity Retainer | RSUs ≈ $200,000 grant value; Chairman receives an additional ≈ $65,000 (Chair’s equity retainer increased by $15,000 in April 2024) |
| Chair Fees | Audit & Finance Chair: $30,000; Compensation Chair: $25,000; Nominating/Governance/Sustainability Chair: $15,000 |
| Committee Member Retainers | Audit & Finance: $13,000; Compensation: $10,000; Nominating/Gov/Sust: $5,000 |
| Stock Ownership Guidelines (Aug 2024) | Non‑employee directors required to own ≥5x annual board retainer; 5‑year phase‑in; all non‑employee directors conform or on track |
| 2024 Director Compensation (Ball) | Amount |
|---|---|
| Cash Fees | $85,000 |
| Stock Awards (Grant‑date fair value) | $205,093 |
| Total | $290,093 |
Performance Compensation (Director Equity)
| Instrument | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual grant) | May 3, 2024 | 2,093 | Part of $205,093 equity value | Cliff vests May 3, 2025; these were the only unvested director equity awards outstanding at 12/31/24 |
Note: Directors are not on performance‑metric incentive plans; director equity vests based on service (RSUs) .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Interlocks | Company discloses no interlocking relationships among directors |
| Related Party Screening | Audit & Finance Committee reviews/approves related party transactions; none requiring disclosure since Jan 1, 2024 |
Expertise & Qualifications
- Senior leadership, financial expertise, public board experience, global and industry experience (as identified by AEIS for Mr. Ball) .
- As Compensation Committee Chair, responsibilities include CEO/executive pay, succession planning, clawback policy oversight, stock ownership thresholds, and use of an independent consultant (Compensia) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Frederick A. Ball | 37,157 | <1% | As of Feb 1, 2025; address c/o AEIS |
| Unvested Director RSUs (Ball) | 2,093 | — | Granted 5/3/2024; cliff vest 5/3/2025 |
- Anti‑hedging/pledging: Company policy prohibits hedging or pledging of company stock by directors .
- Stock ownership guidelines: Directors ≥5x annual retainer; phase‑in over 5 years; all directors conform or on track .
Governance Assessment
-
Strengths
- Independent status with extensive CFO and audit background; chairing a fully independent Compensation Committee that meets regularly and uses an independent consultant (Compensia) .
- Strong engagement indicators: Board met 8x; >75% attendance; independent executive sessions held 4x .
- Alignment policies: robust ownership guidelines for directors; anti‑hedging/pledging; clawback policy in place; no director interlocks reported; no related‑party transactions disclosed .
- Investor support: >99% Say‑on‑Pay approval in 2024, signaling broad endorsement of pay governance .
-
Watch items
- Long service (director since 2008) can draw routine investor scrutiny on refreshment; AEIS mitigates with an independent, diverse board, annual elections, and regular evaluations .
- Not designated an “audit committee financial expert” (those are Foster, Reed, Shirley), which is acceptable given his Compensation Chair focus .
RED FLAGS: None evident in AEIS disclosures for Mr. Ball—no related‑party transactions, no hedging/pledging, no interlocks, and attendance above thresholds .