Tina M. Donikowski
ADVANCED ENERGY INDUSTRIESAbout Tina M. Donikowski
Independent director at Advanced Energy Industries, Inc. (AEIS); age 65; director since 2018. She chairs the Nominating, Governance & Sustainability (NG&S) Committee and serves on the Compensation Committee. Donikowski retired from General Electric in October 2015 after 38 years, most recently as Vice President, Global Locomotive Business, GE Transportation (Jan 2013–Oct 2015). She holds a B.S. in Industrial Engineering and an Honorary Doctorate from Gannon University. Current external roles include director at TopBuild Corp. (NYSE: BLD) and Eriez Magnetics (private). Skills highlighted: senior leadership, public board, global, technical and financial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE Transportation) | Vice President, Global Locomotive Business | Jan 2013 – Oct 2015 | Senior operations and global leadership at GE; 38-year GE career culminating in this role |
| General Electric (Company-wide) | Various senior positions | 38 years; retired Oct 2015 | Broad strategic, operational, market, and product strategy input |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TopBuild Corp. (NYSE: BLD) | Director | Currently serves | Not disclosed in AEIS proxy |
| Eriez Magnetics (private) | Director | Currently serves | Not disclosed in AEIS proxy |
| CIRCOR International (formerly NYSE: CIR) | Director | Previously served | Not disclosed in AEIS proxy |
| Atlas Copco AB (Stockholm: ATCO) | Director | Previously served | Not disclosed in AEIS proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent Director |
| Director Since | 2018 |
| Committee Assignments | NG&S Committee – Chair ; Compensation Committee – Member |
| Committee Meetings in 2024 | NG&S: 4 meetings ; Compensation: 5 meetings |
| Attendance | Each director attended >75% of Board and applicable committee meetings in 2024 |
| Board Meetings in 2024 | 8 meetings; 4 independent director executive sessions |
| Board Leadership | Chair and CEO roles separated per Board Governance Guidelines |
Fixed Compensation
| Component | 2024 Amount/Program Detail |
|---|---|
| Cash Fees Earned (Actual 2024) | $87,250; reflects 3 fiscal quarters on Audit & Finance Committee and 1 fiscal quarter on Compensation Committee (committee rotation reflected in fees) |
| Annual Board Cash Retainer (Program) | $60,000 per director; paid quarterly |
| Board Chair Additional Cash Retainer (Program) | $65,000 |
| Committee Chair Fees (Program) | Audit & Finance Chair: $30,000; Compensation Chair: $25,000; NG&S Chair: $15,000 |
| Committee Member Retainers (Program) | Audit & Finance: $13,000; Compensation: $10,000; NG&S: $5,000 |
Notes: The company prohibits hedging and pledging of company stock; no interlocking relationships among directors; no excise tax gross-ups for executive officers .
Performance Compensation
| Grant Date | Instrument | Units | Grant-Date Fair Value ($) | Vesting | Share Price Reference | Status at 12/31/24 |
|---|---|---|---|---|---|---|
| May 3, 2024 | RSUs | 2,093 | $205,093 | Cliff vest on May 3, 2025 | Closing price $97.99 on grant date | These RSUs were the only outstanding unvested equity awards for directors as of 12/31/24 |
Program design: Non-employee directors receive an annual equity retainer with an approximate value of $200,000 in RSUs; Board Chair receives an additional ~$65,000 in RSUs; annual grants vest one year from grant date .
Other Directorships & Interlocks
- Current public company directorships: TopBuild Corp. (NYSE: BLD) .
- Company disclosure: “We do not have any interlocking relationships among our directors.”
Expertise & Qualifications
- Senior leadership, public board experience, global expertise, technical and financial expertise (as designated in the AEIS proxy’s skills matrix) .
- Experience provides input on strategic, operational, market, and product strategies .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Shares) | 8,412 shares (as of Feb 1, 2025) |
| Percent of Outstanding | <1% (starred in proxy) |
| Unvested AEIS Equity | 2,093 RSUs granted May 3, 2024; vest May 3, 2025 |
| Shares Outstanding (reference date) | 37,720,277 (as of Feb 1, 2025) |
Ownership alignment policies:
- Stock ownership guidelines require non-employee directors to own at least 5x the annual cash retainer within 5 years; all non-employee directors conform or are on track .
- Company prohibits hedging and pledging of company stock .
Governance Assessment
-
Strengths
- Clear independence and active governance roles: Independent director; Chair of NG&S; Member of Compensation; committees are 100% independent under Nasdaq rules .
- Engagement: Board met 8 times in 2024; 4 independent executive sessions; each director attended >75% of board/committee meetings .
- Alignment and risk controls: Robust director stock ownership guidelines (5x retainer, 5-year phase-in); prohibition on hedging/pledging; no interlocks; use of independent compensation consultant (Compensia) for executive/director pay; clawback policy fully compliant with SEC 2023 rule (no recoupments to date) .
- Board leadership: Chair and CEO roles separated, enhancing oversight .
-
Potential Watch Items
- Multiple board commitments: She concurrently serves on TopBuild’s board (and a private company board). AEIS attendance disclosures indicate >75% attendance for all directors in 2024, mitigating time-commitment concerns, but continued monitoring is prudent for overboarding risk frameworks used by some investors .
-
Compensation Mix and Signals
- 2024 director compensation mix emphasizes equity: $205,093 in RSUs vs. $87,250 cash, reinforcing alignment with shareholders via time-vested equity (no performance metrics disclosed for director equity) .
- Director fee structure is modest and transparent (cash retainers plus committee chair/member fees), with annual RSU grants vesting after one year .
-
Red Flags
- None disclosed in AEIS proxy regarding interlocks, hedging/pledging, tax gross-ups, or related-party transactions pertaining to this director; attendance thresholds met; governance structures and policies appear investor-friendly .
References: