Ronald C. Foster
ADVANCED ENERGY INDUSTRIESAbout Ronald C. Foster
Independent director at Advanced Energy Industries, Inc. (AEIS) since 2014; age 74. He chairs the Audit and Finance Committee and is designated an SEC “audit committee financial expert.” Former CFO and VP of Finance at Micron Technology (2008–2015); previously CFO at FormFactor, JDS Uniphase, and Novell, with earlier financial/operational roles at Applied Materials and Hewlett-Packard. The Board classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Micron Technology, Inc. (Nasdaq: MU) | Chief Financial Officer & VP Finance | Apr 2008 – Mar 2015 | Senior finance leadership at leading memory semiconductor company |
| Micron Technology, Inc. | Director | Jun 2004 – Apr 2005 | Board service prior to CFO appointment |
| FormFactor, Inc. (Nasdaq: FORM) | Chief Financial Officer & SVP | Not disclosed | Finance leadership at semiconductor test equipment firm |
| JDS Uniphase, Inc. | Chief Financial Officer | Not disclosed | CFO role in optical communications/electronics |
| Novell, Inc. | Chief Financial Officer | Not disclosed | CFO role in enterprise software |
| Applied Materials, Inc. (Nasdaq: AMAT) | Financial and operational roles | Not disclosed | Roles across finance/operations at leading semi equipment provider |
| Hewlett Packard Company (NYSE: HPE per proxy) | Financial and operational roles | Not disclosed | Earlier finance/operational roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Everspin Technologies, Inc. (Nasdaq: MRAM) | Director | Prior | Previously served as board member |
| Inotera Memories Inc. (Taiwan) | Director | Prior | Previously served as board member |
| LUXIM Corporation | Director | Prior | Previously served as board member |
| Aptina Company | Director | Prior | Previously served as board member |
Board Governance
- Independence and tenure: Independent director since 2014; Board determined all nominees other than CEO to be independent (including Foster).
- Committee leadership: Audit & Finance Committee Chair; committee met 11 times in 2024; 100% independent membership; Foster, Reed, and Shirley designated “audit committee financial experts.”
- Attendance and engagement: In 2024 the Board held 8 meetings and independent directors held 4 executive sessions; each director attended above 75% of Board and committee meetings during their service periods.
- Audit Committee report: Signed by Foster (Chair), Minnix, Reed, and Shirley; recommended inclusion of AEIS 2024 audited financials in the 10‑K and appointment of EY for 2025.
- Governance practices: Chairman and CEO roles separated; robust ownership guidelines; prohibition on hedging and pledging of company stock.
Fixed Compensation
| Element | Policy Detail | 2024 Amount for Foster |
|---|---|---|
| Annual Board cash retainer | $60,000 annual retainer for each non-employee director | $60,000 |
| Committee chair cash fee | $30,000 annual fee for Audit & Finance Chair | $30,000 |
| Committee member cash fees | Audit member $13,000; Comp $10,000; NGS $5,000 (if applicable) | $0 (Chair; no additional member fee shown) |
| Total cash earned (2024) | As reported in director compensation table | $90,000 |
Performance Compensation
Directors receive time-based RSUs; no performance-conditioned metrics (e.g., revenue/TSR) apply to director equity.
| Grant Type | Grant Date | Shares | Grant-Date Stock Price | Fair Value | Vesting |
|---|---|---|---|---|---|
| RSU (annual director grant) | May 3, 2024 | 2,093 | $97.99 | $205,093 | Vests May 3, 2025 |
Notes:
- Additional RSUs for Board Chairman only (523) do not apply to Foster.
- No option awards to directors in 2024; director equity consisted of RSUs.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Foster in the 2025 proxy.
- Prior public company boards: Everspin Technologies (MRAM), Inotera Memories (TWSE), LUXIM, Aptina.
- Board interlocks: Company states there are no interlocking relationships among directors.
Expertise & Qualifications
- Financial expertise (SEC-designated audit committee financial expert), senior leadership experience, industry experience in semiconductors/high-tech, and global/public board experience.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 39,107 |
| % of shares outstanding | ~0.10% (39,107 of 37,720,277 outstanding as of Feb 1, 2025) |
| Unvested RSUs outstanding at 12/31/2024 | 2,093 (vest 5/3/2025) |
| Options (exercisable/unexercisable) | None disclosed for directors; no 2024 option awards |
| Hedging/pledging | Prohibited for directors by policy |
| Director ownership guidelines | 5x annual Board retainer; phase-in over 5 years; all non-employee directors conform or are on track |
Governance Assessment
- Strengths
- Deep semiconductor finance background; designated audit committee financial expert leading a highly active committee (11 meetings), which oversees financial reporting, internal controls, cyber/IT risk, and related party approvals.
- Clear independence, strong attendance, and separation of Chair/CEO roles support oversight quality.
- Director equity is time-based RSUs promoting alignment; robust anti-hedging/anti-pledging and ownership guidelines reduce misalignment risk.
- No related-party transactions requiring disclosure since Jan 1, 2024; no disclosable legal proceedings for directors/executives in last 10 years.
- Watch items
- Board composition includes multiple former Micron executives (Foster; Shirley), which concentrates domain expertise—beneficial for industry oversight but worth monitoring for cognitive diversity; company discloses no director interlocks.
- Director equity lacks performance conditions (time-based only), a common market practice but offers less direct pay-for-performance sensitivity at the director level.
Notes on Compensation Structure and Shareholder Signals
- Non-employee director program balances cash retainer with equity (~$200k RSUs annually), plus committee chair differentials (Audit chair: +$30k), in line with market practices; Compensia advises the Compensation Committee on director compensation program design.
- Say-on-pay (executive) support was >99% at the 2024 annual meeting—a positive indicator of broader investor confidence in the company’s compensation governance.
Related-Party Transactions and Conflicts
- Policy: Related party transactions are generally avoided; any that arise require Audit & Finance Committee review/approval.
- Disclosures: None requiring disclosure since January 1, 2024.
Insider Trading Activity (Form 4)
- We attempted to fetch recent Form 4s for “Ronald C. Foster” at AEIS for 2024–2025 but encountered an authorization error. If desired, we will rerun the insider-trades retrieval and provide a table of transactions (open-market buys/sells, grants, exercises) with post-transaction holdings upon access restoration. [Attempted via insider-trades skill; 401 Unauthorized]
Citations:
- Director bio, age, independence label, committee chair:
- Board independence determination:
- Audit Committee composition, meetings, financial expert designation:
- Board/committee attendance, Board/exec sessions:
- Audit Committee Report (signatories, recommendations):
- Governance practices, separation of roles, anti-hedge/pledge:
- Director compensation program and ownership guidelines:
- Director compensation detail (Foster line, RSUs granted, price, vesting, fair value):
- Security ownership table (Foster shares; shares outstanding):
- Related-party policy and disclosure:
- Say-on-pay result:
- Other director bios (Micron background for Shirley):