Gerald Colella
MKSAbout Gerald G. Colella
Gerald G. Colella, 68, is Independent Chair of the Board at MKS Instruments and has served as a director since 2014. He is the former CEO of MKS (2014–2020), during which revenue increased from approximately $780 million to over $2 billion; he holds a B.A. in Secondary Education from the University of Massachusetts and an MBA from Southern New Hampshire University . MKS discloses that all directors other than the CEO are independent under Nasdaq rules, which includes Mr. Colella .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MKS Instruments | Chair of the Board (Independent) | 2020–present | Leads Board; Board separates CEO and Chair roles since 2005 |
| MKS Instruments | Chief Executive Officer | 2014–2020 | Led growth from ~$780M to >$2B revenue |
| MKS Instruments | Various senior leadership roles | 1983–2014 | Progressed from planning/logistics to President & COO |
| MKS Instruments (Board) | Cybersecurity special committee member | 2023 | Oversight after ransomware incident; special committee held 21 meetings in first three months; Audit Committee then assumed oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Columbus McKinnon Corporation | Chair of the Board | Current | Current public company directorship |
| GCP Applied Technologies Inc. | Director | 2017–2020 | Former public company board role |
Board Governance
- Role/Independence: Independent Chair; Board affirms all directors other than the CEO are independent under Nasdaq rules .
- Committee assignments: Not currently on standing committees; Audit (Mora Chair; Cannone, Donahue, Jabre), Compensation (Batra Chair; Moloney, Mora), Nominating & Corporate Governance (Moloney Chair; Batra; Warner until May 12, 2025; Donahue expected to join) .
- Attendance/engagement: In 2024, the Board held six meetings and each director attended all Board and committee meetings on which they served; all directors attended the 2024 annual meeting . In 2023, each director attended at least 75% of Board and committee meetings .
- Leadership structure: CEO and Chair roles separated; Lead Director (Dr. Jacqueline Moloney) elected by independent directors since 2020; at least two independent-director executive sessions per year .
- Board refresh/structure: Board to be declassified over a three-year period beginning with the 2026 meeting, fully declassified by 2028 .
- Shareholder-aligned governance changes: In 2025, Board proposed lowering certain supermajority voting requirements to a simple majority (Proposals 2 and 3), noting strong 2024 shareholder support for a simple-majority proposal .
- Say-on-Pay support: 2024 say-on-pay received approximately 93% approval .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Board retainer (non-employee) | $85,000 | $85,000 |
| Chair of the Board retainer | $105,000 | $105,000 |
| Committee retainers (for reference) | Audit Chair $25,000; Member $12,500; Comp Chair $20,000; Member $10,000; NCG Chair $15,000; Member $7,500 | Same schedule |
| Special committee fees | M&A special committee: $3,000 flat for up to five meetings; $1,000 thereafter up to $10,000; Colella received $3,000 in 2023 | M&A special committee compensation remains; paid to members as applicable |
| All Other Compensation (Colella) | $24,505 (retiree medical benefits) | $25,122 (retiree medical benefits) |
Director-level compensation (Colella) – detailed actuals:
| Item | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $193,000 | $193,000 |
| Stock Awards (grant date fair value) | $200,000 | $198,621 |
| All Other Compensation | $24,505 | $25,122 |
| Total | $417,505 | $416,743 |
Note: In connection with his 2020 retirement as CEO, Colella receives retiree medical benefits for life for himself and spouse; NPV was $497,501 as of Dec 31, 2023 and $462,061 as of Dec 31, 2024; payments were $24,505 (2023) and $25,122 (2024) .
Performance Compensation
| Equity Program (Directors) | 2023 | 2024 | 2025 Program Update |
|---|---|---|---|
| Annual RSU grant value (non-employee directors) | $200,000; vests in full the day prior to the 2024 annual meeting | $200,000; vests in full the day prior to the 2025 annual meeting | Increased to $225,000 grant value for awards effective Jan 1, 2025 |
- Structure: Director RSUs are time-based only (no performance metrics) and granted under the 2022 Stock Incentive Plan; vesting is annual ahead of the next shareholder meeting .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Columbus McKinnon Corporation (Chair of the Board) |
| Prior public boards | GCP Applied Technologies Inc. (2017–2020) |
| Compensation Committee interlocks | Company disclosed no interlocks among 2024 Compensation Committee members (Batra, Moloney, Mora); Colella is not on the Compensation Committee . |
Expertise & Qualifications
- 35+ years at MKS culminating as CEO; deep understanding of MKS markets and operations .
- Direct knowledge of operations, marketing, business strategy, and growth (organic and M&A) .
- Governance leadership at the most senior public company levels; current external board chair experience .
Equity Ownership
| As of | Shares Beneficially Owned | Detail | Ownership % |
|---|---|---|---|
| Mar 4, 2025 | 64,132 | 4,115 held directly; 60,017 held in The Gerald G. Colella 2019 Trust | <1% (asterisked in table) |
| Feb 28, 2024 | 69,764 | 1,747 held directly; 68,017 held in The Gerald G. Colella Living Trust | <1% (asterisked in table) |
Ownership alignment policies:
- Stock ownership guidelines require non-employee directors to own shares equal to 5x the annual Board retainer; the Company reported directors, CEO, and other NEOs were in compliance as of Dec 31, 2023 .
- Hedging and pledging of company stock are prohibited by policy .
Governance Assessment
-
Strengths (investor confidence signals)
- Independent Chair with significant company/industry expertise; clear separation of Chair and CEO roles .
- Strong engagement: 2024 attendance was 100% for all directors and committees; Colella also led/participated in intensive special-committee oversight during a material cybersecurity event in 2023 (21 meetings in first three months) .
- Shareholder-responsive governance: Board moved to implement simple-majority voting on key matters following strong shareholder support; board declassification underway .
- Ownership alignment controls: stock ownership guidelines in compliance; anti-hedging/pledging policy .
- Broad say-on-pay support (93% in 2024), indicating favorable shareholder sentiment toward compensation governance .
-
Risk indicators / items to monitor
- Continuing retiree medical benefits for life to a former CEO now serving as Independent Chair; paid $25,122 in 2024 (NPV $462,061 as of Dec 31, 2024). While long-standing, such benefits can be viewed as a legacy perquisite that may raise independence optics for some investors despite Nasdaq independence status .
- Former CEO status as current Chair can be viewed cautiously by some governance frameworks; however, MKS classifies him as independent per Nasdaq and discloses an active Lead Director role and regular independent sessions .
-
Related-party/conflict checks
- Company’s related-person transaction review identified payments to FMR LLC affiliates for plan administration (approx. $127,000 in 2024); no transactions involving Mr. Colella were disclosed .
-
Committee workload / interlocks
- Colella is not on standing Board committees, reducing potential compensation- or audit-related interlock concerns; no Compensation Committee interlocks were reported for 2024 .
Overall: Colella brings deep company and industry knowledge as Independent Chair with full attendance and high engagement in risk oversight. Primary watch item is the ongoing retiree medical benefit to a former CEO now serving as Chair; otherwise, governance features (lead director, declassification, majority voting, alignment policies) are supportive of investor confidence .