John Williams
MKSAbout John Williams
John E. Williams, 56, is Executive Vice President and General Manager of the Photonics Solutions Division at MKS Instruments, a role he has held since May 2024. He previously served as Vice President and General Manager of the Equipment Solutions Division from April 2020 to May 2024; he joined MKS in February 2019 via the acquisition of ESI, where he was Vice President of Marketing. Prior roles include Vice President of Corporate & Strategic Marketing at FEI (acquired by Thermo Fisher Scientific in 2016) and marketing/product management positions at Lam Research and Brooks Automation. Williams holds a B.S. in Mechanical Engineering from California Polytechnic State University – San Luis Obispo . Company performance context in 2024: net revenues $3.59B vs $3.62B in 2023, net income $190M, operating cash flow $528M, Adjusted EBITDA $927M, and TSR value of an initial $100 investment at $98.47 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MKS Instruments | VP & GM, Equipment Solutions Division | Apr 2020 – May 2024 | Division became part of Photonics Solutions Division in 2022 |
| ESI (acquired by MKS) | VP of Marketing | To Feb 2019 | Brought laser/equipment expertise into MKS with ESI acquisition |
| FEI (Thermo Fisher since 2016) | VP Corporate & Strategic Marketing | Before 2016 | Corporate and strategic marketing leadership |
| Lam Research | Marketing/Product Management | — | Capital equipment marketing/product management roles |
| Brooks Automation | Marketing/Product Management | — | Capital equipment marketing/product management roles |
External Roles
No public company directorships or external board roles disclosed for Williams .
Fixed Compensation
- John Williams was not a Named Executive Officer (NEO) in 2024; the proxy’s Summary Compensation Table covers CEO Lee, CFO Mayampurath, Burke, Henry, Schreiner, and former CFO Bagshaw. Williams’ base salary, target bonus %, and actual bonus are not disclosed .
Performance Compensation
- MKS’ 2024 executive incentive design (for NEOs) focused on profitability and deleveraging: annual cash bonuses based on Non-GAAP Operating Income (70% weighting) and Adjusted Net Debt (30%), with “Stretch Target” levels required for 100% payout; performance-based RSUs split between Adjusted EBITDA (70% of performance RSUs; 1-year metric) and relative TSR (30%; 3-year metric) . Williams’ specific participation metrics are not disclosed.
| Metric | Weighting | Plan Target | Stretch Target | Actual | Payout (% of Target) | Weighted Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Non-GAAP Operating Income (FY2024) | 70% | $774.0M | $874.7M | $776M | 26% | 18% | Cash (annual) |
| Adjusted Net Debt (12/31/2024) | 30% | $3.79B | $3.71B | $3.76B | 40% | 12% | Cash (annual) |
| Performance RSUs – Adjusted EBITDA | 70% of perf RSUs | 1-year metric | — | Company payout: 51% of target | 51% | — | Vests in 3 equal annual installments from grant |
| Performance RSUs – rTSR | 30% of perf RSUs | 3-year metric | — | N/A (determined in 2027) | N/A | — | Vests in full at 3 years (Feb 2027 for 2024 grants) |
Equity Ownership & Alignment
| Policy/Practice | Detail |
|---|---|
| Stock Ownership Guidelines | Board: 5x annual cash retainer; CEO: 5x base salary; NEO Executive Vice Presidents: 3x base salary. RSUs count, but performance-conditioned RSUs do not; 5-year phase-in period; as of Dec 31, 2024, directors, CEO, and other NEOs were compliant or within phase-in . |
| Hedging/Pledging | Prohibited: no hedging transactions (e.g., collars, swaps, exchange funds); no margin purchases or pledging MKS stock . |
| Equity Grant Instruments | Company currently grants RSUs only; no stock options or option-like instruments are granted . |
- Beneficial ownership, vested/unvested breakdown, and Form 4 trading history for John Williams are not disclosed in the proxy; insider Form 4 data should be used to monitor selling pressure, but is not included in the 2025 proxy .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Executive officers are appointed annually by the Board and serve until successors are appointed; no family relationships among executives/directors . |
| Change-in-Control | Benefits provided only upon qualified double-trigger (transaction plus qualifying termination) . |
| Clawback | Updated policy effective Oct 2, 2023 under Exchange Act Rule 10D‑1 and Nasdaq standards; recovers erroneously awarded incentive compensation after accounting restatements regardless of misconduct; committee may recover additional amounts for intentional misconduct or fraud . |
| Insider Trading Policy | Prohibits hedging, margin purchases, and pledging of MKS securities . |
| Non-compete/Severance | Not specifically disclosed for Williams in 2024 proxy . |
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 93% approval of executive compensation |
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The Compensation Committee is fully independent (Batra, Moloney, Mora), uses Pearl Meyer as independent consultant, and oversees peer group, risk assessments, stock ownership guidelines, and clawback compliance .
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2024 peer group used for benchmarking included Agilent, AMETEK, Ciena, Coherent, Entegris, IDEX, IPG Photonics, Keysight, KLA, Lumentum, National Instruments (acquired), Sensata, Skyworks, Teledyne, Teradyne, Trimble, Zebra .
Investment Implications
- Alignment: Incentive design ties pay to profitability (Non‑GAAP operating income), deleveraging (Adjusted Net Debt), Adjusted EBITDA, and rTSR, which supports shareholder alignment. Hedging/pledging prohibitions and RSU‑only grants lessen misalignment risks and option‑exercise driven sales pressure .
- Payout outcomes: 2024 cash bonuses paid at 30% of target and Adjusted EBITDA RSUs were at 51% of target, signaling performance discipline and below‑stretch achievement amid muted demand—reducing windfall risk and suggesting manageable near‑term selling pressure at vesting events .
- Retention: Williams’ promotion to EVP in May 2024 and RSU‑based long‑term incentives with multi‑year vesting bolster retention; change‑in‑control is double‑trigger only, and an enhanced clawback policy strengthens governance .
- Monitoring: As Williams is not a 2024 NEO and individual compensation/ownership aren’t disclosed in the proxy, monitor Form 4 filings for RSU vesting/withholding sales and any discretionary sales, and track Photonics Solutions Division KPIs (design wins, AI‑related PCB/package substrate demand) highlighted by management for execution risk/opportunity .