Elizabeth Mora
MKSAbout Elizabeth A. Mora
Elizabeth A. Mora, 64, is an independent director of MKS Instruments and has served on the Board since 2012 (Class I) . She is Chair of the Audit Committee and a member of the Compensation Committee, designated by the Board as an “audit committee financial expert” . Mora is a CPA and former CFO of Draper Laboratory and Harvard University, bringing deep financial, accounting, operations, and cybersecurity oversight experience to MKS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Charles Stark Draper Laboratory | Chief Administrative Officer; previously CFO | 2016–2020 (CAO); prior CFO years not specified | Oversight of IT and cybersecurity; senior administrative and financial leadership |
| Harvard University | CFO and VP for Finance; Associate VP Research Administration; Director of Office of Sponsored Research | Years not specified | Led finance and research administration; major institutional financial governance |
| Coopers & Lybrand (PwC) | Founding member, National Regulatory Consulting Practice | Early career | Regulatory consulting; technical accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Inogen, Inc. | Chair of the Board | Current | Public company board chair; additional governance leadership |
| Limoneira Company | Director | Current | Public company director |
| NUBURU, Inc. | Director | 2023–Jan 2025 | Ended service Jan 2025 |
| Everest Consolidator Acquisition Corp. | Director | 2021–2024 | SPAC experience |
| GCP Applied Technologies Inc. | Director | 2016–2020 | Prior public board service |
Board Governance
- Independence: The Board has determined all directors other than the CEO are independent; Mora is independent .
- Committees: Audit Chair; Compensation Committee member; Audit Committee met 7 times in 2024; Compensation Committee met 6 times; Nominating and Corporate Governance Committee met 4 times .
- Attendance: The Board met 6 times in 2024 and each director attended all Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Tenure: 13 years of service (Board skills matrix tenure row shows 13 for Mora) .
- Lead Independent Director: Separate Chair/CEO structure; Lead Director role (Moloney) ensures at least two independent director-only sessions per year .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Base retainer (non-employee director) | $85,000 | Standard annual cash retainer |
| Audit Committee Chair fee | $25,000 | Additional annual cash retainer |
| Compensation Committee member fee | $10,000 | Additional annual cash retainer |
| Fees earned in cash (actual 2024) | $120,000 | Matches base + chair + member retainers |
Performance Compensation
| Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (2024) | $200,000 | Vests in full the day prior to the 2025 annual meeting | None; director RSUs are time-based (no performance metrics) |
| Annual RSU grant (2025 policy) | $225,000 | Vests on the day prior to the following annual meeting | None; increased from below-peer median per Pearl Meyer analysis |
The Compensation Committee oversees stock ownership guidelines and clawback policy; for directors, equity awards are time-based RSUs rather than options or PSUs .
Director Compensation (Actual 2024)
| Name | Cash Fees (USD) | Stock Awards (USD, ASC 718) | Total (USD) |
|---|---|---|---|
| Elizabeth A. Mora | $120,000 | $198,621 | $318,621 |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member was an officer/employee of MKS or had relationships requiring disclosure in 2024 .
- Related party transactions: No director-specific related party transactions disclosed involving Mora; Audit Committee oversees related person transaction procedures; one arm’s-length services relationship with FMR LLC disclosed (not tied to Mora) .
Expertise & Qualifications
- CPA; financial and accounting expert; former CFO of Draper and Harvard .
- Governance and regulatory experience across public company boards; cybersecurity oversight from prior role at Draper .
- Skills matrix shows broad coverage across financial literacy, risk management/governance, technology/innovation, and executive leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Outstanding at 12/31/2024 |
|---|---|---|---|
| Elizabeth A. Mora | 15,762 | <1% | 1,622 RSUs |
- Hedging and pledging: Prohibited under company policy, supporting alignment; stock ownership guidelines monitored by the Compensation Committee (individual compliance not disclosed) .
Governance Assessment
- Strengths: Independent Audit Committee Chair and designated financial expert; perfect attendance; significant financial, accounting, and cybersecurity oversight experience; pay mix balanced with meaningful equity and no perquisites; hedging/pledging prohibited; active oversight of clawbacks and ownership guidelines .
- Alignment: Equity retainer increased to maintain competitive alignment; time-based RSUs vest annually, promoting ongoing board service and skin-in-the-game; Mora holds 15,762 shares plus outstanding RSUs .
- Potential risks/red flags: Multiple public boards (Inogen Chair; Limoneira director) could raise overboarding concerns in some frameworks, but MKS maintains an overboarding policy monitored by the Nominating & Corporate Governance Committee; no interlocks or related-party issues disclosed for Mora .