Paul Oldham
ADVANCED ENERGY INDUSTRIESAbout Paul Oldham
Paul R. Oldham is Executive Vice President and Chief Financial Officer of Advanced Energy Industries, Inc., a role he has held since joining AEIS in May 2018. He is 62 years old and holds a bachelor’s degree in Accounting and an MBA in accounting and finance from Brigham Young University . In 2024, AEIS navigated soft markets with company revenue of $1.48B down 10% YoY but achieved sequential quarterly revenue growth, quarterly gross margin improvement, and exited Q4 with the highest EPS in two years (annualized >$5), reflecting cost reductions and margin initiatives overseen by management including the CFO . Pay-for-performance linkages include a 2024 STI based on revenue, non-GAAP operating income, and adjusted cash flow, and PSUs that vest on three-year rTSR vs the S&P 1000 and non-GAAP gross margin targets, evidencing alignment between compensation and strategic/financial outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Electro Scientific Industries (ESI) | CFO, SVP Administration & Corporate Secretary; VP Administration, CFO & Corporate Secretary | 2008–2017 (CFO roles from Jan 2008 to Feb 2016; SVP/CFO Feb 2016–Dec 2017) | Led finance/admin at laser-based production equipment maker |
| Tektronix | Various senior finance roles: VP Finance & Corporate Controller; VP Treasurer & IR; European Operations Controller | 1988–2008 | Led finance, treasury/IR, and international operations at test and measurement company |
External Roles
No public company directorships or external roles for Paul Oldham are disclosed in AEIS’s 2025 proxy statement .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $508,958 | $534,000 | $536,000 |
| Target Bonus % of Salary | 85% | 85% | 85% |
| Target Bonus ($) | $432,615 (85% of 2022 salary) | $453,900 (85% of 2023 salary) | $455,175 |
| Actual Bonus Paid ($) | $683,145 | $456,541 | $421,492 |
Notes: 2024 base salary for AEIS executives was generally flat; Paul’s base remained unchanged from 2023 . The 2024 STI payout was 92.6% of target for all NEOs, leading to Paul’s $421,492 payment .
Performance Compensation
2024 Short-Term Incentive (STI)
| Metric | Weight | 1H Target ($M) | 1H Actual ($M) | 1H Payout (%) | 2H Target ($M) | 2H Actual ($M) | 2H Payout (%) | Full-Year Corporate 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% |
Paul’s 2024 STI target was $455,175, with actual payout $421,492 (92.6%); no individual modifiers were applied for NEOs in 2024 .
Long-Term Incentive (LTI) Structure and 2024 Grants
| Component | Metric | Weight | Measurement Period | 2024 Grant (#) | Vesting | 2024 Performance Status |
|---|---|---|---|---|---|---|
| RSUs | Time-based | 50% | 3 years | 9,796 | 1/3 each anniversary over 3 years | N/A |
| PSUs | rTSR vs S&P 1000 | 70% of PSUs | 12, 24, 36 months | 9,796 (at target) | Bank as earned; vest after 36 months | 29.0% of total PSUs earned based on 2024 rTSR; vest at end of period |
| PSUs | Non-GAAP gross margin % | 30% of PSUs | Any 4 consecutive quarters within 3 years | Included in 9,796 | Vest after 36 months | 0% earned in 2024 |
Additional context:
- 2022 LTI PSU achievement: rTSR earned/vested at 140.3% of target; non-GAAP GM 0%; overall 98.1% of target for 2022 LTI .
- 2023 LTI progress: 58% of PSUs earned based on 2023–2024 rTSR; vesting at period end .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Shares) | 52,873 | Less than 1% of 37,720,277 shares outstanding |
| Options Exercisable | 12,084 | Strike $85.97; expire 3/16/2032 |
| Options Unexercisable | 6,042 | Strike $85.97; expire 3/16/2032 |
| RSUs Unvested (Not Vested) | 18,660 | Vest on 3/16/2025 (2,558); 3/1/2025 (3,153); 3/1/2026 (3,153); 3/1/2025–2027 (3,265; 3,265; 3,265) |
| PSUs Unearned (Not Vested) | 34,604 | Equity incentive plan tracking (100% for 2023–2024 awards; 200% tracking for 2022 awards) |
| RSUs/PSUs Acquirable within 60 days (as of Feb 1, 2025) | RSUs: 5,824; PSUs: 7,536 | Reflects near-term settlement eligibility |
| Stock Ownership Guideline | 3x base salary for EVP | All covered executives either meet or are on track to comply |
| Hedging/Pledging | Prohibited for employees and officers | Insider Trading Policy bans hedging and pledging ; governance states no excise tax gross-ups, no hedging/pledging |
Insider selling pressure indicators:
- 2024 stock vested: 12,498 shares; value realized $1,242,938; 3,978 shares withheld for taxes and 3,154 deferred into non-qualified plan, reducing immediate sale supply .
Employment Terms
| Provision | General Severance (No CoC) | Change-in-Control (Double Trigger) |
|---|---|---|
| Salary Multiple | 1.0x current base salary ($535,500) | 1.5x current base salary ($803,250) |
| Bonus | Pro-rata target bonus for year of termination ($455,175) | 1.5x target bonus ($682,763) |
| Benefits Continuation | 12 months; $41,186 estimated value | 18 months; $61,779 estimated value |
| Outplacement | Up to $15,000 | Up to $15,000 |
| Equity | No acceleration disclosed for general severance | Full acceleration of all RSUs/PSUs (PSUs at max) and stock options; estimated equity value $8,564,693 as of 12/31/2024 |
| Definitions | “Cause” and “Good Reason” defined (duties reduction, pay cuts >10%, relocation >35 miles, etc.) | Same; must terminate within 18 months after or 90 days before CoC |
Clawback: AEIS adopted a Dodd-Frank/Nasdaq-compliant compensation clawback policy (Nov 2, 2023) applicable to Section 16 officers, including the CFO, for restatements; no recoveries have been sought to date .
Compensation Summary (Multi-Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $508,958 | $534,000 | $536,000 |
| Stock Awards ($) | $1,371,952 | $1,858,048 | $2,091,769 |
| Non-Equity Incentive Plan Compensation ($) | $683,145 | $456,541 | $421,492 |
| All Other Compensation ($) | $29,774 | $51,976 | $39,702 |
| Total ($) | $3,243,465 | $2,900,565 | $3,088,963 |
Notes: All Other Compensation in 2024 comprised $13,200 401(k) match and $26,502 company contribution to the non-qualified deferred compensation plan .
Performance Compensation Detail (Metrics, Weighting, Targets, Payout, Vesting)
| Plan | Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 STI | Revenue | 40% | 1H: $733M; 2H: $816M | 1H: $692M; 2H: $790M | 1H: 94.5%; 2H: 96.7%; overall 92.6% | Cash; paid post-year-end |
| 2024 STI | Non-GAAP Op Income (cont. ops) | 40% | 1H: $65M; 2H: $105M | 1H: $55M; 2H: $95M | 1H: 84.9%; 2H: 90.6%; overall 92.6% | Cash; pool gating metric |
| 2024 STI | Adjusted Cash Flow | 20% | 1H: $79M; 2H: $85M | 1H: $44M; 2H: $101M | 1H: 55.8%; 2H: 119.2%; overall 92.6% | Cash |
| 2024 LTI PSUs | rTSR vs S&P 1000 | 70% of PSU | Index-relative | 29.0% earned (banked) in 2024 | Earned shares banked | Vest at end of 36 months |
| 2024 LTI PSUs | Non-GAAP Gross Margin % | 30% of PSU | Threshold 37%; Target 40%; Stretch 42% | 0% earned in 2024 | None | Vest at end of 36 months |
| RSUs | Time-based | 50% of LTI value | N/A | N/A | N/A | 1/3 annually over 3 years |
Deferred Compensation and Perquisites
- Non-qualified deferred compensation (2024): Executive contribution $776,831; company contribution $26,502; earnings $197,810; year-end balance $2,017,045 .
- 401(k) match: $13,200 in 2024 .
- Executive physical benefit is not listed for Paul; CEO and Head of Sales received such benefits in 2024 .
Governance, Policies, and Say-on-Pay
- Say-on-pay approval exceeded 99% at the 2024 Annual Meeting; 34.3M shares voted in favor .
- Anti-hedging and anti-pledging policies apply to all directors, officers, employees; no excise tax gross-ups; strong stock ownership guidelines (EVP at 3x salary; CEO at 5x) .
- Compensation peer group includes 15 companies in semis/electronic equipment (e.g., Entegris, MKS Instruments, Coherent, Monolithic Power) used for benchmarking .
Investment Implications
- Pay-for-performance alignment appears robust: STI payout calibrated to 92.6% amid 2024 revenue decline and margin improvement; LTI PSU metrics emphasize rTSR and structural gross margin targets, encouraging multi-year value creation .
- Retention risk addressed: 2024 LTI targets were increased vs 2023 due to retention concerns for key executives, including the CFO; RSUs+PSUs split enhances stickiness via multi-year vesting and performance hurdles .
- Insider selling pressure: 2024 vesting delivered 12,498 shares to Paul; tax withholding and deferred comp elections reduce immediate sale supply, but upcoming RSU vest dates in March 2025–2027 and banked PSUs suggest periodic supply overhangs to monitor around window openings .
- Change-in-control economics: Double-trigger with 1.5x base + 1.5x target bonus, 18 months benefits, and full acceleration (PSUs at max) could create meaningful realizable value in a strategic transaction; this can align management with shareholders in a sale but also increase potential dilution under accelerated PSU assumptions .
- Governance safeguards: Clawback compliant with SEC/Nasdaq; prohibition on hedging/pledging; ownership guidelines support skin-in-the-game; say-on-pay support indicates investor acceptance of compensation design .