Robert Chylak
Senior Vice President, Central Engineering and Chief Technology Officer at 
KULICKE & SOFFA INDUSTRIES
KULICKE & SOFFA INDUSTRIESExecutive
About Robert Chylak
Kulicke & Soffa’s Senior Vice President, Central Engineering and Chief Technology Officer (CTO). Age 66; joined K&S in September 1980; appointed an Executive Officer in October 2021 and promoted to SVP & CTO in January 2022. Education: B.S. and M.S. in Electrical Engineering, Pennsylvania State University (1980, 1984). Company performance context for incentive alignment: three-year relative TSR percentile was 47th for FY2022–FY2024 (95% PSU payout), following 83rd (166%) and 69th (138%) in prior cycles; Organic Revenue Growth averaged −19% for FY2022–FY2024 (8% payout via competitor outperformance), and FY2024 GAAP Net Income was −$69.0M with adjusted NI $38.6M and adjusted OM 3.6%, leading the Compensation Committee to set ICP payout at 20% to preserve thresholds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kulicke & Soffa | Senior Vice President, Central Engineering & CTO | Jan 2022–present | Oversees central engineering and technology roadmap across assembly equipment portfolio . |
| Kulicke & Soffa | VP, Central Engineering & CTO | Dec 2019–Dec 2021 | Led central engineering; advanced R&D integration into product lines . |
| Kulicke & Soffa | VP, Global R&D Engineering | Jul 2018–Dec 2019 | Directed global R&D; progressed process engineering initiatives . |
| Kulicke & Soffa | Global Process Engineering roles | 2006–2018 | Progressive roles scaling process engineering capabilities . |
| Kulicke & Soffa | Engineer (initial hire) | Sep 1980–2006 | Early technical leadership foundation . |
External Roles
No external public company directorships or external roles disclosed for Mr. Chylak in the proxy’s executive officer section .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $352,052 | $375,626 | $389,380 |
| Target Bonus % of Base | — | — | 55% |
| Non-Equity Incentive (ICP) ($) | $258,461 | $73,893 | $43,122 |
| All Other Compensation ($) | $14,562 | $18,229 | $19,469 |
| Total Compensation ($) | $1,136,724 | $1,058,037 | $1,165,092 |
Performance Compensation
Annual Cash Incentive Plan (ICP) – FY2024
| Metric | Weighting | Target | Actual (GAAP) | Actual (adjusted for extraordinary items) | Payout Decision |
|---|---|---|---|---|---|
| Net Income (NI) | 50% | $114.8M | $(69.0)M | $38.6M | Committee set total ICP payout to 20.0% to maintain OM/NI thresholds |
| Operating Margin (OM) | 50% | 11.8% | (13.1%) | 3.6% | Included in 20.0% total payout |
Notes: Maximum ICP funding would occur at NI $223.9M and OM 23.0% (200% payout); scales are interpolated across discrete points .
PSU Program – Performance Cycles and Outcomes
| Performance Cycle | K&S 3-Year TSR | TSR Percentile vs GICS Semiconductor Index | PSU Payout as % of Target |
|---|---|---|---|
| FY2020–FY2022 | 112% | 69% | 138% |
| FY2021–FY2023 | 134% | 83% | 166% |
| FY2022–FY2024 | (26)% | 47% | 95% |
PSU design changes: Beginning FY2024 grants, PSUs are 100% rTSR-based; Organic Revenue Growth metric eliminated after evaluation in consultation with FW Cook to improve control alignment and motivation .
FY2024 Equity Grants (Award Structure and Vesting)
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| PSUs (rTSR) | Oct 11, 2023 | 6,418 | $408,698 | 3-year cliff vest at 0–200% based on rTSR vs GICS; payout capped at target if absolute TSR is negative . |
| RSUs (time-based) | Oct 11, 2023 | 6,417 | $304,422 | Equal annual installments on first three anniversaries of grant date, service-based . |
Stock Vested – FY2024 (Realized)
| Name | Shares Vested | Value Realized ($) |
|---|---|---|
| Robert Chylak | 19,428 | $916,736 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) as of Dec 9, 2024 | 20,838 shares |
| Unvested RSUs (target) | 6,417 shares; $287,289 market value at $44.77 |
| Unearned PSUs (target) | 6,418 shares; $287,334 market value at $44.77 |
| Shares outstanding (record date) | 53,648,978 |
| Ownership guidelines | Other executive officers: 1x base salary; 50% retention pre-compliance within 5 years |
| Hedging/pledging | Prohibited for directors and executive officers |
| Options outstanding | None; Company does not grant options; no repricing allowed |
Employment Terms
| Provision | Terms (Robert Chylak) |
|---|---|
| Employment agreement | No individual offer letter/employment agreement; covered by Executive Severance Plan and clawback policy |
| Severance (no CIC) | 12 months’ base salary with general release; medical/dental/vision continuation; life insurance up to 6 months; equity per plan; non-compete/non-solicit can discontinue severance if breached |
| Change-in-control (double trigger) | Benefit multiple: 1x; paid over 12 months of base salary + target bonus; medical/dental/vision continuation; equity per plan; payments reduced to avoid 280G/4999 excise tax if needed |
| Equity treatment under CIC | If not assumed: time-based awards vest; PSUs paid at target (or actual TSR if past year 1) immediately prior to closing. If assumed and terminated without cause within 24 months: time-based awards vest; PSUs paid at target (or actual TSR if past year 1) upon termination |
| Clawback | SEC/Nasdaq-compliant clawback (effective Oct 2, 2023) for restatements; no recoupments to date |
| Perquisites | Minimal; FY2024 other compensation reflects employer 401(k) match; Company generally avoids excessive perquisites |
Compensation Structure Notes
- Equity-heavy pay mix for CTO: FY2024 stock awards $713,121 vs salary $389,380 and ICP $43,122, aligning with long-term shareholder outcomes via rTSR-weighted PSUs and 3-year vesting RSUs .
- Target annual cash incentive remained aligned to market practice; CTO target set at 55% of base salary in FY2024; Committee maintained target percentages vs prior year .
Governance and Shareholder Feedback
- Say-on-pay approval: 98.2% in 2024; 98.3% in 2023, indicating strong shareholder support for pay-for-performance framework .
- Peer benchmarking: Compensation targeted around market median; NEO TDC generally within ±15% of median; no NEO targeted above 75th percentile .
- Compensation consultant: FW Cook engaged; no conflicts of interest found .
Investment Implications
- Pay-for-performance alignment: CTO’s PSU outcomes are tightly linked to three-year rTSR vs a broad semiconductor peer set; FY2022–FY2024 PSU payouts at 95% reflect below-median TSR, reducing realized equity vs target and moderating sell pressure vs prior cycles .
- Near-term vesting cadence: RSUs from Oct 2023 grant vest annually through Oct 2026, and PSUs have a 3-year cliff in Oct 2026; FY2024 vesting activity totaled 19,428 shares with $916,736 realized, a potential timing signal for liquidity/overhang around vest dates .
- Retention economics: Double-trigger CIC with 1x base+target bonus and pro-rata or target equity treatment reduces exit friction but avoids shareholder-unfriendly excise tax gross-ups; non-compete/non-solicit tied to severance payments supports retention alignment .
- Risk controls: Hedging/pledging prohibited, formal clawback in place, and options not used; burn rate and overhang managed via full-value awards, limiting repricing risk and aligning with governance best practices .