Kathleen Burke
MKSAbout Kathleen Burke
Kathleen F. Burke (age 60) is Executive Vice President, General Counsel, and Secretary of MKS Instruments; she has served as EVP GC & Secretary since February 2023 and has held progressive legal leadership roles at MKS since 2004, following a decade as a corporate attorney at WilmerHale . She holds a B.A. and J.D. from Boston College and leads corporate governance, securities compliance, and legal risk management as Corporate Secretary; company performance in 2024 included net revenues of $3.59B, operating cash flow of $528M, and Adjusted EBITDA of $927M used for incentive determinations . MKS introduced relative TSR (vs S&P 1500 Electronic Equipment, Instruments & Components) as a performance metric for executive equity in 2024, measured over three years to strengthen alignment with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MKS Instruments | Corporate Counsel; General Counsel; Assistant Secretary; VP & GC; SVP & GC; EVP GC & Secretary | Corporate Counsel (Feb 2004–Jan 2005); GC (Jan 2005–May 2017); Assistant Secretary (Jan 2005–May 2019); VP & GC (Apr 2011–May 2017); SVP & GC (May 2017–Feb 2023); Secretary (since May 2019); EVP GC & Secretary (since Feb 2023) | Built and led in‑house legal function, governance, and disclosure; serves as Corporate Secretary supporting board processes |
| Wilmer Cutler Pickering Hale and Dorr LLP | Corporate Attorney | 1994–2004 | Public company transactions, governance, and corporate law experience foundational to MKS role |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Association of Corporate Counsel (Northeast Chapter) | Director; President; Vice President; Treasurer | Director 2009–2020; President 2011–2013; VP 2010–2011; Treasurer 2009–2011 | Regional leadership for in‑house counsel community; governance and professional development |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 499,773 | 504,000 | 510,148 |
| Stock Awards – Grant Date Fair Value ($) | 1,108,122 | 1,106,267 | 1,278,911 |
| Non‑Equity Incentive Plan Compensation ($) | 349,809 | 303,408 | 107,131 |
| All Other Compensation ($) | 32,725 | 35,288 | 36,264 |
| Total Compensation ($) | 1,990,429 | 1,948,963 | 1,932,454 |
| Base Pay & Target Bonus | 2023 | 2024 |
|---|---|---|
| Approved Base Salary ($) | 504,000 | 519,000 (increase effective Aug 2024) |
| Target Bonus (%) | 70% | 70% |
| Actual 2024 Cash Payout ($) | — | 107,131 (30% of target) |
Performance Compensation
| Management Incentive Plan (2024) | Weight | Threshold | Plan of Record | Stretch | Maximum | Actual | Payout (% of Target) | Weighted Contribution |
|---|---|---|---|---|---|---|---|---|
| Non‑GAAP Operating Income | 70% | ≤ $580.5M | $774.0M | $874.7M | ≥ $952.1M | $776M | 26% | 18% |
| Adjusted Net Debt | 30% | ≥ $3.89B | $3.79B | $3.71B | ≤ $3.69B | $3.76B | 40% | 12% |
| Combined Result | 100% | — | — | — | — | — | — | 30% (18% + 12%) |
| Long‑Term Equity (Granted Feb 2024) | Metric | Weight within PBRSUs | Target/Plan | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Performance‑Based RSUs | Adjusted EBITDA | 70% | Plan pays 25% at $737.6M Adj. EBITDA at $3.34B adjusted revenue; Stretch 100% at $848.2M; Max 200% at ≥$922.0M (scaled with revenue) | Adjusted EBITDA $927M at $3.62B adjusted revenue | 51% of target | 3 equal annual installments from grant |
| Performance‑Based RSUs | rTSR vs S&P 1500 EEI&C | 30% | 25th percentile=25%; 50th=100%; ≥75th=200%; caps apply for negative absolute TSR and 8x value cap | Measured Jan 1, 2024–Dec 31, 2026 | TBD (3‑year measurement) | Vests at 3‑year anniversary |
| Time‑Based RSUs | — | — | — | — | — | 3 equal annual installments from grant |
| 2024 RSU Grants – Kathleen F. Burke | Grant Date Value ($) | Shares |
|---|---|---|
| Performance‑Based RSUs (Adjusted EBITDA) | 428,750 | 3,462 |
| Performance‑Based RSUs (rTSR) | 183,750 | 1,484 |
| Time‑Based RSUs | 612,500 | 4,945 |
Additional facts:
- Equity form is RSUs; MKS does not use stock options for executives, citing better alignment and lower dilution than options .
- Negative discretion can be applied to Adjusted EBITDA PBRSU achievement to align with non‑GAAP operating income MIP metric if PBRSU achievement exceeds the cash plan’s operating income achievement .
Equity Ownership & Alignment
| Ownership | Value |
|---|---|
| Shares Beneficially Owned | 50,922 (less than 1%) |
| Hedging/Pledging | Prohibited under company policy |
| Stock Ownership Guidelines Oversight | Compensation Committee oversees and monitors compliance |
Insider trading arrangements:
- Company disclosed no adoption/termination of Rule 10b5‑1 or non‑Rule 10b5‑1 trading plans by officers in Q2 2024 and Q3 2025; Q3 2024/Q1 2025 disclosures list plans for certain directors and other executives, but none for Ms. Burke in those periods .
Employment Terms
| Scenario (Effective 12/31/2024) | Cash Severance | Equity Acceleration | Benefits Continuation | Total |
|---|---|---|---|---|
| Termination Without Cause | $704,743 | $0 | $26,066 (12 months COBRA) | $730,809 |
| Death or Disability | $185,743 | $2,586,724 (assumes target PBRSUs) | $0 | $2,772,467 |
| Voluntary Termination/Retirement | $185,743 | $0 (see retirement terms) | $0 | $185,743 |
| Change‑in‑Control + Qualifying Termination (Double‑Trigger) | $1,872,493 (1.5× base + 1.5× target bonus + prorated target + accrued vacation) | $2,586,724 | $39,099 (18 months COBRA) | $4,498,316 |
Key contractual and equity terms:
- CIC severance multiple: 1.5× base salary and 1.5× target cash incentive, plus prorated current‑year target bonus; 18 months medical/dental/vision premiums at company share; no excise tax gross‑ups—best‑net cutback applies .
- RSU acceleration: time‑based RSUs fully accelerate on CIC + qualifying termination; Adjusted EBITDA PBRSUs vest at target on CIC + qualifying termination if performance criteria remain; rTSR PBRSUs convert based on actual performance at CIC and then accelerate if not assumed or upon qualifying termination within 24 months .
- Retirement/death/disability: Full acceleration subject to performance criteria; retirement definitions vary by agreement year (Burke’s retirement eligibility: age ≥65 and ≥10 years of service) .
- Non‑compete and non‑solicit: 12‑month non‑compete and non‑solicit post‑termination; restrictions on customer/supplier solicitation and hiring; geographic commuting limitation in “good reason” definition .
- Clawback: Policy exceeds Nasdaq requirements; Compensation Committee monitors compliance .
Compensation Structure Analysis
- Year‑over‑year pay mix shows meaningful reduction in cash incentive payout (30% of target in 2024) combined with increased equity grant values ($1.28M fair value for Burke), reinforcing pay‑for‑performance tied to non‑GAAP operating income, Adjusted Net Debt, and Adjusted EBITDA/rTSR metrics .
- Performance hurdles tightened in 2024: plan‑of‑record payouts set at 25% rather than 100% for cash and Adjusted EBITDA PBRSUs to drive stretch performance amid muted demand .
- Peer benchmarking: 2024 total target compensation for Burke and peers targeted roughly 30th–55th percentile; peer group includes Agilent, AMETEK, Entegris, Teradyne, Keysight, KLA, etc. .
- Say‑on‑pay support: 93% approval in 2024, indicating strong shareholder endorsement of program design and outcomes .
Investment Implications
- Alignment: Incentive structure directly ties cash and equity to operating profitability (non‑GAAP operating income, Adjusted EBITDA) and deleveraging (Adjusted Net Debt), with added rTSR for external performance alignment—Burke’s 2024 payouts below target reflect discipline and muted end‑market demand .
- Retention risk: Standard 12‑month severance and robust double‑trigger CIC protections plus multi‑year RSU vesting support retention; non‑compete/non‑solicit (12 months) reduce near‑term transition risk .
- Selling pressure: No disclosed 10b5‑1 plan for Burke in Q2 2024–Q3 2025 periods; time‑based and PBRSU vesting cadence could create periodic liquidity, but hedging/pledging prohibitions limit risk‑reducing overlays .
- Governance quality: Strong say‑on‑pay support (93%), clawback policy exceeding Nasdaq, and Compensation Committee oversight of ownership guidelines reduce governance red flags .
- Deleveraging focus: Inclusion of Adjusted Net Debt in cash incentives signals management commitment to balance sheet repair post‑Atotech acquisition—watch for debt reduction progress as a near‑term catalyst .
Net takeaway: Burke’s compensation emphasizes operational execution, deleveraging, and external performance via rTSR; payout outcomes below target in 2024 and strict severance/CIC constructs suggest disciplined pay practices and manageable retention risk. Monitoring Adjusted EBITDA trajectory, debt reduction, and rTSR outcomes through 2026 will inform incentive realizability and potential selling windows .