Eric Taranto
MKSAbout Eric Taranto
Eric R. Taranto is Executive Vice President and General Manager of MKS’s Vacuum Solutions Division (VSD). He has been EVP since February 2023 and GM of VSD since November 2020, after chairing the Office of the Chief Technology Officer (OCTO) from 2018–2020 and serving in managerial and senior engineering roles at MKS since 2000 (joined via acquisition of D.I.P. Inc.) . Company performance context for pay programs in 2024: net revenues $3.59B (vs. $3.62B in 2023), operating cash flow $528M (vs. $319M), net income $190M ($2.81 diluted EPS), and significant deleveraging actions; compensation paid below target on “stretch” goals (30% of target cash bonus and 51% of Adjusted EBITDA PSUs for Named Executive Officers) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MKS Instruments | EVP & GM, Vacuum Solutions Division | Feb 2023–present | Leads VSD; senior operating responsibility across vacuum and analysis businesses |
| MKS Instruments | SVP (prior to EVP); GM, Vacuum Solutions Division | Nov 2020–Feb 2023 | Elevated divisional leadership through cycle; aligned technology portfolio |
| MKS Instruments | VP & GM, Business Units, Vacuum & Analysis Division | Sep 2014–Nov 2020 | Managed multiple units; drove product and market execution |
| MKS Instruments | OCTO member (Chair, 2018–2020) | Jul 2014–Dec 2020 | Led cross-functional technology strategy and innovation governance |
| MKS Instruments | Managerial & senior engineering positions | Sep 2000–Sep 2014 | Built domain knowledge and technical leadership at MKS |
| D.I.P. Inc. | Senior Engineer | Dec 1997–Sep 2000 | Digital-control networks; acquired by MKS in Sep 2000 |
External Roles
- No external public-company board seats or outside director roles disclosed in the proxy for Taranto .
Fixed Compensation
- Taranto’s individual base salary, target bonus %, and actual bonus paid are not disclosed; only Named Executive Officers (CEO, CFO, GC, EVP Ops/Marketing, EVP Materials Solutions) are detailed in the proxy .
- 2024 base salary changes for certain Named Executive Officers (e.g., CEO to $1,000,000) were approved; these illustrate program context but do not specify Taranto’s pay .
Performance Compensation
Company Management Incentive Plan (MIP) design (2024) — NEO program context
| Metric | Weight | Threshold | Plan of Record | Stretch Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|---|
| Non-GAAP Operating Income | 70% | ≤$580.5M → 0% | $774.0M → 25% | $874.7M → 100% | ≥$952.1M → 200% | $776M | 26% for metric; 18% weighted |
| Adjusted Net Debt | 30% | ≥$3.89B → 0% | $3.79B → 25% | $3.71B → 100% | ≤$3.69B → 200% | $3.76B | 40% for metric; 12% weighted |
| Combined | 100% | — | — | — | — | — | 30% of target for Named Executive Officers |
Notes:
- Taranto’s individual MIP payout is not disclosed; above are program outcomes for Named Executive Officers in 2024 .
- Non-GAAP OI and Adjusted Net Debt include specified adjustments; reconciliation references are in Appendix C of the proxy .
Long-term equity design and outcomes (2024 awards) — NEO program context
| Component | Performance Period | Payout Curve | 2024 Achievement | Vesting |
|---|---|---|---|---|
| Performance RSUs (Adjusted EBITDA) | 1-year metric (2024) | 25% at Plan; 100% at Stretch; 200% at Max | 51% of target (Adjusted EBITDA $927M at adjusted revenue $3.62B) | Vests in 3 equal annual installments over 3 years (subject to achievement) |
| Performance RSUs (rTSR vs S&P 1500 Composite Electronic Equipment, Instruments & Components Index) | 3-year (2024–2026) | 0% <25th; 25% at 25th; 100% at 50th; 200% ≥75th; with absolute TSR and value caps | In-flight | Full vest at end of 3-year period, subject to achievement |
| Time-based RSUs | n/a | n/a | n/a | Vests in 3 equal annual installments over 3 years |
Notes:
- Taranto’s individual annual equity grants are not detailed in the proxy; however, his Form 4 filings confirm RSU grants and vesting below.
Taranto-specific equity vesting and grant activity (Form 4)
| Date | Security | Amount | Key Terms | Vesting |
|---|---|---|---|---|
| 02/18/2025 | RSU grant | 3,911.065 | New RSUs | Vests in 3 equal annual installments commencing 02/15/2026 |
| 02/10/2025 | Performance RSUs | 1,044.913 | Achievement determined 02/10/2025 | Vests in 3 equal annual installments beginning 02/15/2025 |
| 02/18/2025 | RSU conversions (multiple tranches) | 1,118.659; 804.704; 1,764; 914; 347.82; 975 | RSUs converting to common; tax withholding entries noted by issuer | Originally vesting in 3 equal annual installments commencing 02/15/2023 (certain tranches) |
Insider selling pressure:
- Reported transactions are RSU conversions and issuer share withholding for taxes; no discretionary open-market sales disclosed in these filings .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership after 02/18/2025 transactions | 9,238.287 shares (direct) |
| RSUs outstanding (derivative securities after 02/18/2025) | 15,162.47 RSUs (remaining derivative holdings) |
| Ownership guidelines | EVPs required to own ≥3x base salary in MKS stock; RSUs count, performance RSUs do not; 5-year phase-in; directors/CEO also have guidelines; as of 12/31/2024 all directors, CEO, and other Named Executive Officers were compliant or within phase-in |
| Hedging/Pledging | Explicitly prohibited for directors and employees (no margin purchases or pledging) per Insider Trading Policy |
| Clawback | Enhanced clawback aligned with SEC Rule 10D-1/Nasdaq, applies to current/former executive officers; recovery regardless of misconduct in restatements |
Notes:
- Taranto’s compliance status with ownership guidelines is not specifically stated; company reported compliance/phase-in for directors, CEO, and other Named Executive Officers as of 12/31/2024 .
Employment Terms
- Taranto’s individual employment agreement terms (severance multiples, bonus treatment) are not disclosed; company practice for Named Executive Officers includes double-trigger equity acceleration and severance: 1.5x base salary and 1.5x target bonus, prorated current-year bonus, and up to 18 months COBRA premium contributions upon certain terminations; no excise tax gross-ups (cut-back if applicable) .
- RSU agreements: time-based RSUs accelerate on termination without cause/for good reason within 24 months post-change-in-control; Adjusted EBITDA PSUs accelerate at target in that scenario; rTSR PSUs convert to time-based RSUs based on performance-to-date prior to closing, then subject to double-trigger acceleration .
- Non-compete and non-solicit: company agreements for certain Named Executive Officers restrict competitive activity and solicitation for 12 months post-termination; such provisions illustrate standard executive protections but are not Taranto-specific disclosures .
Performance & Track Record
- Company outcomes tied to executive incentives (2024): net revenues $3.59B; operating cash flow $528M; net income $190M ($2.81 diluted EPS); introduced deleveraging metrics into incentives (Adjusted Net Debt) and rTSR PSUs to strengthen pay-performance alignment .
- Taranto led VSD since 2020 and chaired OCTO, evidencing strong technical governance and product portfolio stewardship across vacuum-related solutions; division-specific KPIs are not separately disclosed .
Compensation Committee Analysis
- Peer group used for 2024 executive benchmarking included 17 companies (e.g., Agilent, AMETEK, Coherent, Entegris, Keysight, KLA, Teradyne, Zebra), with medians applied and independent consultant (Pearl Meyer) support; committee maintains clawback, ownership guidelines, and prohibits hedging/pledging .
- Say-on-Pay approvals: 93% “For” in 2024; at 2025 annual meeting, advisory vote passed with 56.42M For, 3.87M Against, 39k Abstain .
Investment Implications
- Alignment: Taranto’s equity mix is predominantly RSUs/PSUs with multi-year vesting; company prohibits hedging/pledging and maintains clawback—positive alignment and governance .
- Retention risk: Significant unvested RSUs and recent new grants (e.g., 3,911 RSUs with vesting starting 2026) indicate ongoing retention hooks; no evidence of discretionary selling pressure (transactions tied to RSU conversions and tax withholding) .
- Pay-for-performance: Company’s 2024 incentive outcomes (30% cash, 51% Adjusted EBITDA PSUs) reflect below-target payouts in a muted demand year, supporting discipline; Taranto’s individualized outcomes aren’t disclosed, but he participates in RSU programs as evidenced by Form 4 .
- Change-in-control economics: While Taranto’s specific agreement isn’t disclosed, company’s standard double-trigger equity acceleration and 1.5x cash severance for NEOs imply moderated but meaningful protection; absence of excise gross-up is investor-friendly .