David Henry
MKSAbout David Henry
David P. Henry (age 53) is Executive Vice President, Operations and Corporate Marketing at MKS Instruments. He has served in progressive roles at MKS since 2014 and has been in his current EVP role since February 2023; he holds a B.S. in Industrial Engineering (Worcester Polytechnic Institute) and an MBA (Bentley College) . Company 2024 performance metrics tied to executive pay showed disciplined execution: non-GAAP operating income of $776 million and Adjusted EBITDA of $927 million drove below-target incentive outcomes amid a muted demand environment . Net revenues were $3.59 billion (slightly down from $3.62 billion in 2023) with stronger operating cash flow ($528 million) and deleveraging actions, underscoring a focus on margin, cash generation, and debt reduction .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MKS Instruments | EVP, Operations & Corporate Marketing | Feb 2023–present | Leads global operations for Vacuum Solutions and Photonics Solutions, plus corporate marketing and global service; responsibility spans manufacturing, supply chain, quality, reliability, EHS . |
| MKS Instruments | SVP, Operations & Corporate Marketing | Aug 2022–Feb 2023 | Transitioned into broader operations leadership concurrent with Atotech integration . |
| MKS Instruments | SVP, Corporate Marketing; PMO & Global Service | Jan 2020–Aug 2022 | Drove marketing, program management, and service initiatives supporting growth and integration . |
| MKS Instruments | VP, Corporate Marketing | Jul 2016–Dec 2019 | Built corporate marketing capabilities and brand positioning across segments . |
| MKS Instruments | Sr. Director, Strategic Marketing | Feb 2014–Jul 2016 | Led strategic marketing; joined MKS in 2014 . |
| 3M Company | Supply chain and marketing roles | Dec 1999–Feb 2014 | Diverse commercial and operations experience across global businesses, informing execution discipline . |
External Roles
No external public company directorships or committee roles are listed in the executive officer profile for Mr. Henry in the 2025 proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $442,604 | $450,000 | $455,738 |
| Target Bonus % of Salary | 65% | 65% | 65% |
| Actual Annual Cash Incentive ($) | $283,116 | $251,550 | $88,869 |
| All Other Compensation ($) | $33,047 | $35,403 | $36,498 |
| Total Compensation ($) | $1,497,499 | $1,474,464 | $1,572,913 |
Notes:
- 2024 base salary approved to $464,000 (+3.1% vs. 2023) with delayed effective date (Aug 2024) per cost-control initiative .
- 2024 Management Incentive Plan paid at 30% of target (see performance table) .
Performance Compensation
2024 Annual Cash Incentive – Metrics and Outcomes
| Metric | Weight | Threshold | Plan of Record | Stretch Target | Actual | Payout (% of Target) | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Non-GAAP Operating Income | 70% | ≤$580.5m | $774.0m | $874.7m | $776m | 26% | 18% |
| Adjusted Net Debt | 30% | ≥$3.89b | $3.79b | $3.71b | $3.76b | 40% | 12% |
| Combined Payout | — | — | — | — | — | — | 30% |
- Mr. Henry’s cash bonus paid: $88,869 (30% of Target Bonus Amount) .
- Non-GAAP operating income and Adjusted Net Debt defined/reconciled per Appendix C; committee neutralized $13m non-executive bonus adjustment for calculation fairness .
2024 Long-Term Equity – Grants, Metrics, Vesting
| Award Type | Grant Date | Number of RSUs | Grant Date Value ($) | Performance Measure | Vesting |
|---|---|---|---|---|---|
| Performance RSUs (Adjusted EBITDA) | Feb 15, 2024 | 1,151 | $142,500 | rTSR vs. S&P 1500 Electronic Equipment benchmark (3-year period) | Vests in full at ~3-year mark; subject to percentile hurdles and caps |
| Performance RSUs (rTSR) | Feb 15, 2024 | 2,685 | $332,500 | Adjusted EBITDA (1-year) | Vests in 3 equal annual installments, subject to performance |
| Time-Based RSUs | Feb 15, 2024 | 3,835 | $475,000 | N/A | Vests in 3 equal annual installments |
Achievement and mechanics:
- Adjusted EBITDA award achieved at 51% of target for 2024; shares vest 1/3 annually over 3 years .
- rTSR award measures Jan 1, 2024–Dec 31, 2026; 25th/50th/75th percentile thresholds map to 25%/100%/200% of target; negative absolute rTSR caps at 50%; 8x value cap at vest .
- Use of RSUs over options reflects lower dilution, stronger alignment; no option grants outstanding .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 22,419 shares; less than 1% of outstanding . |
| RSUs Outstanding (Not Vested) | 2,447 (Apr 29, 2022 grant) ; 181 (Aug 17, 2022 grant) ; 7,305 (Feb 15, 2023 grant) ; 3,835 (Feb 15, 2024 grant) . |
| Performance RSUs (Unearned) | 5,369 Adjusted EBITDA RSUs (assumes max achievement per table footnote) ; 288 rTSR RSUs (assumes threshold achievement per table footnote) . |
| 2024 Vesting Activity | 8,022 shares vested; value realized $979,946 . |
| Ownership Guidelines | EVPs must hold ≥3x base salary; RSUs count except performance-based; phase-in over 5 years; as of Dec 31, 2024, executives in compliance or phase-in . |
| Hedging/Pledging | Prohibited under Insider Trading Policy (margin purchases and pledging banned) . |
| Clawback | Updated Rule 10D-1-compliant policy (Oct 2, 2023): mandatory recovery for restatements; extends beyond traditional scope . |
Note: RSUs generally vest annually around February 15 (or next business day), which can create seasonal supply from vest-driven share settlements; guideline restrictions limit discretionary sales until ownership thresholds are met .
Employment Terms
| Scenario (as of Dec 31, 2024) | Cash Severance | Accelerated Unvested Equity | Benefits Continuation | Total |
|---|---|---|---|---|
| Termination by Company Without Cause | $577,376 | $0 | $25,354 | $602,730 |
| Death or Disability | $113,376 | $1,557,322 (assumes target performance-based RSUs vest) | $0 | $1,670,698 |
| Voluntary Termination or Retirement | $113,376 | $0 (did not meet retirement criteria) | $0 | $113,376 |
| Change-in-Control (within 24 months) + (i) Termination Without Cause or (ii) Resignation for Good Reason | $1,563,376 (1.5x salary + 1.5x target bonus + prorated current-year target) | $1,557,322 (time-based RSUs fully vest; target PBRSUs vest) | $38,031 | $3,158,729 |
Additional terms:
- Double-trigger equity acceleration; rTSR awards convert to time-based RSUs at change-in-control with performance measured up to the date; time-based RSUs accelerate upon qualifying terminations within 24 months post-CoC .
- Non-compete: 12-month restriction post-termination (consideration exchanged via severance) .
- No executive perquisites; no tax gross-ups except for relocation/expatriate service .
- At-will employment; baseline termination entitlements include unpaid salary, vested benefits, accrued vacation, and unreimbursed expenses .
Investment Implications
- Pay-for-performance alignment: 2024 bonus and PBRSU outcomes (30% and 51% respectively) reflect disciplined target-setting tied to profitability and deleveraging; rTSR addition raises alignment with shareholder outcomes over three years .
- Selling pressure near vest dates: RSUs vest annually around mid-February; 2024 vesting of 8,022 shares indicates periodic supply, mitigated by 3x salary ownership guideline and hedging/pledging prohibitions .
- Retention risk moderate: Competitive severance (1.5x salary+bonus) and 12-month non-compete with double-trigger equity protection support retention through change events; absence of perquisites and clawback breadth signals governance discipline .
- Skin-in-the-game: Beneficial ownership is <1%; however, guideline compliance and RSU-heavy equity mix create ongoing exposure to company performance and rTSR outcomes .
- Governance support: 2024 say-on-pay approval at ~93% and peer benchmarking (30th–55th percentile total targets for named execs in 2024) suggest compensation viewed as reasonable by investors and aligned with market .