Joseph Donahue
MKSAbout Joseph B. Donahue
Joseph B. Donahue, age 66, is an independent director of MKS Instruments, Inc. since 2020 and serves on the Audit Committee, where the Board has determined he is an “audit committee financial expert.” He is expected to join the Nominating & Corporate Governance Committee following the May 12, 2025 Annual Meeting. Donahue previously served as EVP and COO of TE Connectivity, with deep global operations experience; he holds a B.S. in Biological Sciences and M.S. in Plastics Engineering from UMass Lowell, and an M.S. in Manufacturing Systems Engineering from Lehigh University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TE Connectivity Ltd. | Executive Vice President & Chief Operating Officer | 2011–2017 | Led global operations including supply chain, manufacturing, EHS, facilities, technology, and lean improvements |
| TE Connectivity Ltd. | President, Network Solutions Segment | 2012–2015 | Led segment until divestiture in 2015 |
| TE Connectivity Ltd. | President, Transportation Solutions Segment | 2010–2012 | Oversaw key automotive segment |
| TE Connectivity Ltd. | President, Global Automotive Division | 2008–2009 | Advanced auto division strategy and execution |
| TE Connectivity / AMP Inc. | Senior management roles | ~1990s–2007 | Various senior roles over 16 years |
| Valspar Corporation | Group Vice President, Wood Coatings Division | 2006–2007 | Led commercial/industrial coatings business |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Kraton Corporation | Director | Since 2023 | Private, global producer of specialty polymers and biobased products |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Donahue is listed as independent .
- Committee assignments: Audit Committee member; expected to join Nominating & Corporate Governance Committee after the 2025 Annual Meeting. The Audit Committee deemed Donahue an “audit committee financial expert” .
- Attendance: The Board held six meetings in 2024 and each director attended all Board and applicable committee meetings; the Audit Committee held seven meetings in 2024 .
- Leadership: Independent Chair (Gerald G. Colella) and a Lead Director (Jacqueline F. Moloney) structure; Lead Director authority includes executive sessions of independent directors at least twice per year .
- Board declassification: Board will declassify starting with 2026, fully annual elections by 2028 .
Fixed Compensation
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash (2024) | $100,500 |
| Stock Awards (Grant-date fair value, 2024) | $198,621 |
| Total (2024) | $299,121 |
| Notes | Includes $3,000 for service on a special M&A committee |
| Cash Retainers for Non‑Employee Directors (2024) | Amount |
|---|---|
| Base Board Retainer | $85,000 |
| Chair (Board) | $105,000 |
| Lead Director | $30,000 |
| Audit Committee Chair | $25,000 |
| Audit Committee Member | $12,500 |
| Compensation Committee Chair | $20,000 |
| Compensation Committee Member | $10,000 |
| Nominating & Corporate Governance Chair | $15,000 |
| Nominating & Corporate Governance Member | $7,500 |
Performance Compensation
- Directors receive time‑based RSUs only; no performance metrics apply to director equity grants .
| Annual Director RSU Grants | Value |
|---|---|
| 2024 automatic grant (vests before 2025 AGM) | $200,000 |
| 2025 program (effective Jan 1, 2025) | $225,000 |
| Outstanding RSUs at 12/31/2024 | Amount |
|---|---|
| Donahue RSUs outstanding | 1,622 |
Other Directorships & Interlocks
| Company | Relationship | Public/Private | Notes |
|---|---|---|---|
| Kraton Corporation | Director | Private | Specialty polymers/biobased products; no MKSI-related transactions disclosed |
Expertise & Qualifications
- Extensive executive leadership across industrial end markets; deep global operations remit (supply chain, manufacturing, EHS, facilities, lean) .
- M&A and segment leadership experience, including Network Solutions sale and Transportation Solutions management .
- International experience (lived/worked in Japan, China, Germany), valuable for MKSI’s global footprint .
Equity Ownership
| Item | Amount |
|---|---|
| Shares beneficially owned (as of 3/4/2025) | 7,249 |
| Ownership as % of shares outstanding | <1% (outstanding shares: 67,447,167) |
| RSUs outstanding (12/31/2024) | 1,622 |
| Shares pledged as collateral | Not disclosed; Company prohibits hedging or pledging of MKS shares |
Governance Assessment
- Strengths: Independent director with audit financial expert designation; perfect 2024 attendance at Board and committee meetings; active committee engagement including special M&A committee work; equity-heavy director pay and RSUs outstanding support alignment; company policy prohibits hedging/pledging .
- Compensation program signals: Director RSU grant value increased to $225,000 effective 2025 to align with peer median per Pearl Meyer analysis; 2024 mix shows equity as majority of total compensation (stock awards $198,621 vs. cash $100,500) .
- Potential conflicts/related‑party exposure: Proxy outlines related person review procedures; 2024 disclosure lists an FMR LLC services relationship with Audit Committee review; no related‑party transactions involving Donahue were disclosed .
- Shareholder sentiment: Strong say‑on‑pay approval (93%) in 2024 reflects broad investor support for compensation practices and pay decisions, bolstering governance credibility .