James Schreiner
MKSAbout James Schreiner
Executive Vice President and Chief Operating Officer, Materials Solutions Division at MKS Instruments. Age 62, with an electrical engineering B.S. (Montana State University) and Executive MBA (University of Colorado Denver). He joined MKS on September 16, 2019, became COO of the Materials Solutions Division upon closing of the Atotech acquisition in August 2022, and was promoted to Executive Vice President in February 2023 . Annual incentive outcomes: 100% payout in 2022, 86% payout in 2023, and 30% payout in 2024 under the Management Incentive Plan; long‑term equity emphasizes non‑GAAP EBITDA and relative TSR performance metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MKS Instruments | Senior Vice President and Chief Operating Officer | Sep 2019–Aug 2022 | Led global operations, then COO; positioned to integrate Atotech post‑close |
| MKS Instruments | Executive Vice President; COO, Materials Solutions Division | Feb 2023–present; Aug 2022–present | Operational leadership across Materials Solutions; post‑Atotech integration execution |
| Emerson Electric Co. (Rosemount Measurement & Analytical Group) | SVP Global Operations | Jul 2017–Sep 2019 | Global operations leadership across industrial measurement portfolio |
| Emerson Electric Co. (Rosemount Measurement & Analytical Group) | VP North America | Mar 2016–Jul 2017 | Regional P&L and operations leadership |
| Emerson Electric Co. (Rosemount Measurement & Analytical Group) | VP Europe | Nov 2010–Mar 2016 | Regional operations leadership |
| Emerson (Micro Motion Division) | VP Global Operations | Unspecified | Global operations leadership in flow/measurement products |
| Plexus Corp.; ILX Lightwave; Tetra Pak; 3M | Progressive leadership roles | Unspecified | Operations/engineering leadership across manufacturing and technology |
External Roles
No public company board seats or committee roles disclosed for Schreiner .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $433,543 | $457,598 | $465,718 | $550,385 (12‑month severance proxy for base) |
| Target Bonus % | 65% | 65% | 65% | 65% |
| Annual Bonus Payout (% of Target) | 200% plan achievement | 100% | 86% | 30% |
| Annual Bonus Paid ($) | $563,001 | $297,407 | $260,337 | Not disclosed (plan paid 30%) |
Performance Compensation
Annual Cash Incentive Design and Outcomes
| Year | Metrics | Threshold | Target | Maximum | Achievement | Payout Basis |
|---|---|---|---|---|---|---|
| 2023 | Non‑GAAP operating income | $438.37M (50%) | $813.78M (100%) | ≥$1.14B (200%) | $707M actual → 86% payout | % of Target Bonus Amount |
| 2024 | Non‑GAAP operating income (70% weight) + Adjusted net debt | ≤$580.5M (0%) | $874.7M (100% Stretch) | ≥$952.1M (200%) | Plan paid 30% overall | % of Target Bonus Amount |
| 2022 | Non‑GAAP operating income; Annualized cost savings | Not disclosed | Not disclosed | 200% cap | 100% payout | Consolidated MIP |
RSU/PSU Grants and Vesting
| Grant Date | Type | Shares (Target) | Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|
| 2/15/2024 | Time‑based RSUs | 3,633 | $443,932 | N/A | 3 equal annual installments starting Feb 2025 |
| 2/15/2024 | Performance RSUs | 2,543 | $310,752 | Adjusted EBITDA (1‑year) | 3 equal annual installments from Feb 2025, subject to performance |
| 2/15/2024 | Performance RSUs | Threshold 273; Target 1,090; Max 2,180 | $184,923 | rTSR vs peers (3‑year) | Cliff vest Feb 2027, subject to rTSR; capped per policy |
| 5/15/2024 | Time‑based RSUs (Expatriate) | 6,602 | $841,682 | N/A | 60% vested 8/17/2024; 40% vests 8/18/2025, contingent on expatriate service |
| 4/29/2022 | Time‑based RSUs | 3,290.05 | $375,000 | N/A | 3 equal annual installments |
| 4/29/2022 | Performance RSUs | 3,290.05 | $375,000 (100% achievement basis) | 1‑year performance metric (non‑GAAP EBITDA) | 3 equal annual installments, performance‑contingent |
| 8/17/2022 | Time‑based RSUs | 226.66 | $25,000 | N/A | Standard RSU vesting |
| 8/17/2022 | Performance RSUs | 226.66 | $25,000 (100% achievement basis) | 1‑year performance metric (non‑GAAP EBITDA) | 3 equal annual installments, performance‑contingent |
| 2/16/2021 | Time‑based RSUs | 1,959.93 | $337,500 | N/A | 3 equal annual installments |
| 2/16/2021 | Performance RSUs | 1,959.93 | $337,500 (100% achievement basis) | Non‑GAAP EBITDA (1‑year) | 3 equal annual installments, performance‑contingent |
rTSR payout scale: 0% <25th percentile; 100% at 50th percentile; 200% at ≥75th percentile; capped to 50% if absolute rTSR is negative above median and total value capped at 8x grant‑date value .
Stock Vested and Realized Value
| Year | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| 2023 | 6,457 | $647,586 |
Equity Ownership & Alignment
| Item | 2021 | 2023 | 2024 |
|---|---|---|---|
| Beneficial Ownership (shares) | 2,708 | 11,291 | 16,468 |
| % of Shares Outstanding | <1% | <1% | <1% |
| Stock Ownership Guidelines (EVP requirement) | 3x base salary; RSUs counted (excluding performance‑conditioned RSUs) | 3x base salary; compliant | 3x base salary; compliant or within phase‑in as of 12/31/2024 |
| Hedging/Pledging | Prohibited under Insider Trading Policy | Prohibited | Prohibited |
Outstanding equity (12/31/2023 snapshot):
- Unvested RSUs: 1,961 (2021 grant), 5,243 (2022 grant), 362 (Aug 2022 grant) with market values $201,707, $539,370, $37,209 respectively (at $102.87 close) .
- Unearned performance RSUs: 7,977 and 3,988 (Feb 15, 2023 grants) with market values $820,580 and $410,290 (assumes maximum achievement) .
- No options outstanding for Named Executive Officers .
Employment Terms
| Provision | Terms |
|---|---|
| Employment | At‑will; initial agreement effective Sep 16, 2019 |
| Base/Bonus at hire | Base salary $400,000; target bonus 65% of eligible earnings; initial time‑based RSUs $400,000; RSUs vest in 3 equal annual installments |
| Severance (without cause) | Lump sum equal to 12 months base salary; up to 12 months COBRA premiums paid (less employee contribution); standard accrued items |
| Change‑in‑Control (double‑trigger) | If terminated without cause or resigns for good reason within 24 months of a change‑in‑control: 1.5x base salary; 1.5x target incentive compensation; prorated current‑year target bonus; 18 months COBRA premiums |
| RSU acceleration | Full acceleration upon death/disability; full (or target) upon termination without cause/good reason within 24 months of change‑in‑control; retirement/early retirement terms vary by grant vintage (pre‑Feb 2023 allowed full/partial; post‑Feb 2023 forfeiture if retirement <1 year from grant, no early retirement) |
| Non‑compete/Non‑solicit | One‑year non‑compete post‑termination; non‑solicit of employees, suppliers, partners, customers for one year; restrictions on selling to customers tied to prior dealings |
| Clawback | Updated policy effective Oct 2, 2023 per Exchange Act Rule 10D‑1; recovery of erroneously awarded incentive compensation after restatement; applies regardless of misconduct; no gross‑ups; excise tax cutback applies to maximize after‑tax amounts |
| Expatriate compensation | Original expatriate service cash bonus $500,000; amended May 2024 to replace with $850,000 time‑based RSUs (60% vested 8/17/2024; 40% vests 8/18/2025) |
Potential Payments (illustrative):
- As of 12/31/2024: Without cause termination: cash severance $550,385; benefits continuation ~$25,354 . CIC double‑trigger: cash severance $1,583,135; accelerated unvested equity value $2,140,291; benefits continuation ~$38,031; total ~$3,761,457 .
- As of 12/31/2023: Without cause termination: cash severance $547,755; benefits continuation ~$21,429; total ~$569,184 . CIC double‑trigger: cash severance $1,535,880; accelerated equity $1,071,948; benefits continuation ~$32,144; total ~$2,639,972 .
Performance Compensation (Detailed Structure)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Non‑GAAP Operating Income | 70% | $874.7M (Stretch Target) | Not disclosed | Plan paid 30% overall | Annual cash bonus; % of Target Bonus Amount |
| 2024 Adjusted Net Debt | Not disclosed | Plan of record/Stretch above 2023 actual | Not disclosed | Included in 30% overall payout | Annual cash bonus |
| 2024 PSUs (Adjusted EBITDA) | N/A | One‑year performance period | Determined Feb 2025 | Governs RSU release amounts | 3 annual installments from Feb 2025 |
| 2024 PSUs (rTSR) | N/A | 50th percentile = 100% | 2024–2026 period | 0–200% subject to caps | Cliff vest Feb 2027 |
Equity Ownership & Alignment (Additional Detail)
- Stock Ownership Guidelines require EVPs to hold common stock and RSUs valued at 3x base salary; performance‑conditioned RSUs are excluded. Compliance measured each Dec 31; individuals not in compliance cannot sell company shares (other than to cover taxes) until achieving compliance. As of Dec 31, 2024, directors, CEO, and EVPs were compliant or within phase‑in .
- Insider Trading Policy prohibits hedging and pledging of company stock, reducing alignment risk from derivative positions or collateralization .
- No stock options outstanding; equity exposure comes from RSUs/PSUs, increasing retention through vesting over multi‑year periods and reducing immediate exercise‑driven selling pressure .
Investment Implications
- Pay‑for‑performance alignment: Annual incentives tied to non‑GAAP operating income (and adjusted net debt in 2024) with outcomes reflecting cycle exposure (100% in 2022, 86% in 2023, 30% in 2024), and long‑term PSUs tied to Adjusted EBITDA and rTSR with explicit payout scales and caps; this design balances operating discipline with shareholder returns .
- Retention risk: RSUs vest primarily on February 15 annually; expatriate RSUs add an August 18, 2025 vest; double‑trigger CIC terms (1.5x salary + 1.5x bonus, equity acceleration) and one‑year non‑compete reduce near‑term departure risk but provide standard mobility economics .
- Trading signals: Scheduled RSU vesting (Feb. 15) and the remaining expatriate RSU tranche (Aug. 18, 2025) are potential liquidity events; stock ownership guidelines restrict discretionary selling if an executive is below target (company disclosed compliance/phase‑in at 12/31/2024), and hedging/pledging is prohibited, moderating selling pressure to tax‑related activity .
- Governance quality: Updated clawback under Rule 10D‑1 without tax gross‑ups, independent compensation consultant (Pearl Meyer), explicit ownership guidelines and prohibitions on hedging/pledging—all supportive of shareholder‑friendly oversight .