Peter Cannone
MKSAbout Peter J. Cannone III
Independent director of MKS Instruments since 2021; age 59. Background includes 25+ years leading public and private technology companies, most recently as Chairman & CEO of Demand Science (2020–2024). Holds a B.A. in Economics from the University of Massachusetts Amherst and an M.B.A. from Rensselaer Polytechnic Institute. Currently serves on the Audit Committee and is designated by the Board as an “audit committee financial expert.” The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Demand Science Group, LLC | Chairman & Chief Executive Officer | 2020–2024 | Led global revenue intelligence platform; growth and turnaround experience |
| Optum Ventures | General Partner | 2019–2020 | Healthcare-focused venture capital, capital raising and FP&A skill set |
| UpCurve, Inc. | Chief Executive Officer | 2018–2019 | Oversaw digital/cloud/healthcare solutions portfolio firms |
| ThriveHive (UpCurve portfolio) | Chief Executive Officer | 2015–2019 | Digital marketing services leadership |
| OnForce | President & Chief Executive Officer | 2007–2014 | SaaS workforce solutions; M&A exposure |
| PC Connection, Inc.; MicroWarehouse | Senior management | 1997–2006 | Senior operating roles in technology distribution |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed in MKSI’s 2025 proxy biography for Mr. Cannone |
| Prior public company boards | Not disclosed in MKSI’s 2025 proxy biography for Mr. Cannone |
| Non-profit/academic/private boards | Not disclosed in MKSI’s 2025 proxy biography for Mr. Cannone |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Cannone is independent.
- Committee assignments: Audit Committee member; designated “audit committee financial expert” by the Board.
- Attendance and engagement: Board met 6 times in 2024 and the Audit Committee met 7 times; each director attended all Board and all applicable committee meetings. All directors serving attended the 2024 annual meeting.
- Leadership structure: Independent Chair; Lead Independent Director (Dr. Moloney) continues to serve. Independent directors hold at least two sessions per year.
- Board tenure: Director since 2021 (Class III).
Fixed Compensation
- Structure (2024): Non-employee directors received a base retainer of $85,000; Audit Committee members received $12,500; ad hoc special committee fees could apply.
- Equity (2024 program): Annual RSU grant with $200,000 grant-date value, vesting in full the day prior to the next annual meeting.
- Update (effective Jan 1, 2025): Annual director RSU grant increased to $225,000 based on peer benchmarking.
| Item | Amount (USD) | Notes |
|---|---|---|
| 2024 Base retainer | $85,000 | All non-employee directors |
| 2024 Audit Committee member fee | $12,500 | Per member |
| 2024 Special M&A committee fee | $3,000 | Flat fee for up to five meetings (Cannone participated) |
| 2024 Annual RSU grant (value) | $200,000 | Vests in full before 2025 annual meeting |
| 2025 Annual RSU grant (value) | $225,000 | Effective Jan 1, 2025 |
| 2024 Director Compensation – Peter J. Cannone III | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $100,500 |
| Stock awards (grant-date fair value) | $198,621 |
| All other compensation | — |
| Total | $299,121 |
Footnotes: 2024 cash includes $3,000 for special M&A committee service. RSU values presented per ASC 718 grant-date fair value methodology.
Performance Compensation
Directors do not receive performance-based cash or equity; director equity is time-based RSUs.
| Director Equity Mechanics | 2024 Grant | 2025 Program |
|---|---|---|
| Vehicle | RSUs (time-based) | RSUs (time-based) |
| Grant-date value | $200,000 | $225,000 |
| Vesting | 100% vests the day prior to next annual meeting | Same structure (annual grant) |
| Performance metrics | None (time-based only) | None (time-based only) |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Mr. Cannone.
- Compensation Committee interlocks: For 2024, none of the Compensation Committee members (Batra, Moloney, Mora) were officers/employees of MKSI; no interlocking relationships requiring disclosure.
Expertise & Qualifications
- Proven leader of public and private technology companies with 25+ years in executive roles.
- Direct experience in mergers & acquisitions, capital raising, marketing, and FP&A.
- Track record of building high-performance teams and developing executives.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares beneficially owned (as of Mar 4, 2025) | 5,510 shares |
| Ownership as % of outstanding | Less than 1% (per proxy convention) |
| Unvested RSUs outstanding (12/31/2024) | 1,622 RSUs (per-director, excluding Mr. Jabre) |
| Shares pledged as collateral | Not permitted under company policy (no hedging or pledging) |
| Stock ownership guidelines | Company maintains guidelines; Compensation Committee oversees and monitors compliance |
Governance Assessment
- Strengths supporting investor confidence:
- Independent director; Audit Committee member and designated “audit committee financial expert,” bolstering financial oversight. Attendance was 100% for Board and committees in 2024.
- Director pay predominantly equity via annual RSUs aligns incentives to long-term stock performance; hedging and pledging prohibited; company maintains ownership guidelines.
- No Cannone-specific related-party transactions disclosed; robust related person transaction review overseen by the Audit Committee.
- Shareholder support signals: 2024 say‑on‑pay received approximately 93% approval.
- Watch items:
- Director equity is time-based (not performance-conditioned), which is typical but less performance-sensitive than PSU structures; however, annual equity remains a meaningful alignment mechanism.
- Absolute share ownership (5,510 shares as of Mar 4, 2025) is modest, though directors receive annual RSU grants and hedging/pledging is restricted.