Jacqueline Moloney
MKSAbout Jacqueline F. Moloney
Jacqueline F. Moloney, age 71, has served on the MKSI Board since 2016 and is currently Lead Director (since 2020), Chair of the Nominating & Corporate Governance (NCG) Committee, and a member of the Compensation Committee. She is independent and brings nearly 40 years of higher-education leadership, recognized for innovation and entrepreneurship; education includes a B.S. (UMass Lowell), M.A. in Social Psychology (Goddard), and Ed.D. (UMass Lowell) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Massachusetts Lowell | Chancellor | 2015–2022 | Nationally recognized leader in innovation/entrepreneurship; awards include AEI’s 2024 recognition as a top five college president since 2000; Boston Globe Top 100 Women-Led Businesses top-20 for five consecutive years . |
| University of Massachusetts Lowell | Executive Vice Chancellor | 2007–2015 | Senior leadership of a ~17,000-student public university; industry collaboration . |
| University of Massachusetts Lowell | Dean, Online & Continuing Education | 1994–2007 | Built large-scale online/continuing education programs; incubators for early-stage companies . |
| University of Massachusetts Lowell | Professor | Since 1986 | Academic leadership and external engagement . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enterprise Bancorp, Inc. (public) | Director | Not disclosed | Current public company directorship . |
| Massachusetts High Technology Council | Director | 2015–2022 | Tech ecosystem engagement and policy dialogue . |
Board Governance
- Structure and leadership
- Lead Director responsibilities include setting/approving agendas with the Chair/CEO, calling and presiding over independent director sessions (at least two per year), and acting as liaison with major shareholders when appropriate .
- Independence and attendance
- Independent director; all directors other than the CEO are independent under Nasdaq rules .
- 2024 attendance: 100% at Board and all committee meetings on which she served; Board met 6 times in 2024 .
- Committee assignments
- Chair, Nominating & Corporate Governance Committee (NCG); member, Compensation Committee .
- Committee activity: Compensation Committee met 6 times; NCG met 4 times in 2024 .
- Governance responsiveness
- MKSI proposed 2025 charter/bylaw amendments to move from supermajority to simple majority thresholds after a 2024 shareholder proposal passed by a significant majority; Board unanimously recommended the changes .
Fixed Compensation (Director)
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Base retainer | 85,000 | Standard cash retainer for non-employee directors . |
| Lead Director retainer | 30,000 | Additional cash retainer for Lead Director . |
| NCG Committee Chair | 15,000 | Additional cash retainer for chairing NCG . |
| Compensation Committee member | 10,000 | Additional cash retainer for committee membership . |
| 2024 Cash total (Moloney) | 140,000 | Sum equals actual cash reported for Moloney in 2024 . |
Performance Compensation (Director Equity)
| Equity Element | Value/Units | Vesting/Terms | Comments |
|---|---|---|---|
| Annual RSU grant (2024) | $198,621 | Vests in full the day prior to the 2025 annual meeting | Standard non-employee director RSU award for 2024 program . |
| Annual RSU grant (program change for 2025) | $225,000 | Same vest timing convention | Increased from $200k to $225k effective Jan 1, 2025 to bring director equity toward peer median per Pearl Meyer review . |
| Outstanding RSUs at 12/31/2024 | 1,622 units | Unvested | Applies to each non-employee director (except Mr. Jabre) as of year-end 2024 . |
No director performance metrics apply to non-employee director equity; grants are time-based RSUs under the 2022 Stock Incentive Plan and vest on a service schedule aligned to the next annual meeting .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Enterprise Bancorp, Inc. | Director | No Compensation Committee interlocks disclosed; MKSI states no interlocks among Compensation Committee members and no reciprocal executive/comp relationships with other companies . |
Expertise & Qualifications
- Strategic planning/management insight; extensive industry-academic partnership experience and creation of incubators for early-stage companies .
- Recognized leadership and business acumen (AEI top-five college president since 2000; multiple regional leadership recognitions) .
- Board experience and governance leadership as MKSI Lead Director and NCG Chair with ESG oversight responsibilities at the committee level .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (3/4/2025) | 8,061 shares | <1% of outstanding shares; as reported in beneficial ownership table . |
| RSUs outstanding (12/31/2024) | 1,622 units | Unvested director RSUs at 2024 year-end (per standard disclosure) . |
| Ownership guidelines | ≥ 5x annual cash retainer | Applies to non-employee directors; measured each Dec 31; RSUs count (except performance-conditioned RSUs); as of 12/31/2024 all directors were compliant or within phase-in . |
| Hedging/pledging | Prohibited | Explicit prohibition on hedging or pledging of MKSI shares . |
Governance Assessment
- Positive indicators
- Independent Lead Director with robust responsibilities and investor liaison role enhances board effectiveness and independent oversight .
- 100% attendance across Board/committees in 2024 signals strong engagement .
- Clear committee leadership (NCG Chair) with ESG oversight remit; Compensation Committee member with independent consultant support and risk assessments .
- Strong shareholder alignment indicators: stock ownership guidelines (5x retainer) with compliance; prohibition on hedging/pledging .
- Shareholder-friendly moves: Board responding to shareholder vote by proposing simple-majority standards for 2025 ; say‑on‑pay support ~93% in 2024 .
- No Compensation Committee interlocks; no Moloney-related related‑party transactions disclosed; related‑party procedures in place .
- Watch items
- Director equity grant value increased to $225k in 2025; rationale is below-median positioning versus peers—still worth monitoring for pay inflation vs market median over time .
- Enterprise Bancorp directorship: no specific interlocks or related-party exposure disclosed, but ongoing monitoring for potential business overlaps is prudent .
Director Compensation (2024 – Moloney)
| Category | Amount ($) |
|---|---|
| Fees earned/paid in cash | 140,000 |
| Stock awards (grant-date fair value) | 198,621 |
| Total | 338,621 |
Policies Relevant to Alignment and Risk
- Stock Ownership Guidelines: Non‑employee directors must hold ≥5x annual retainer; RSUs count (excluding performance‑conditioned); all directors compliant or within phase‑in as of 12/31/2024 .
- Clawback: Enhanced policy for executives (Rule 10D‑1/Nasdaq compliant); while primarily an executive policy, board oversight applies .
- Hedging/Pledging: Not permitted for directors/officers/employees .
- Say‑on‑Pay Feedback: 93% approval in 2024 indicates strong investor support for compensation practices .
Summary
Jacqueline F. Moloney exhibits strong governance credentials as an independent Lead Director with perfect attendance, substantive committee leadership, compliance with meaningful stock ownership guidelines, and no disclosed conflicts/interlocks. MKSI’s board responsiveness (simple-majority voting proposals) and high say‑on‑pay support further bolster investor confidence; continued monitoring of director equity levels versus market medians is advised .