Rajeev Batra
MKSAbout Rajeev Batra
Rajeev Batra, age 57, has served as an independent director of MKS Instruments since 2018; he is Chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee . He is Chairman and Co‑Founder of AxD LLC (automation/digitization consulting, since 2024) and a former Siemens U.S. executive, culminating as President, Siemens Digital Industries U.S. (2019–2023) and President, Siemens Industry Inc. (2023–2024) . He holds a B.S. in Electrical Engineering from Lawrence Technological University and an MBA from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens U.S. | President, Digital Industries U.S. | 2019–2023 | Led industrial automation/digitalization; innovation in discrete/process industries |
| Siemens U.S. | President, Siemens Industry Inc. | 2023–2024 | Member, Siemens U.S. Managing Board (2021–2024) |
| Siemens U.S. | President, Digital Factory Division | 2014–2019 | Division leadership in industrial software and automation |
| Siemens U.S. | President, Industry Automation Division | 2009–2014 | Division leadership; OT/IT convergence exposure |
| Siemens U.S. | VP & GM, Automation & Motion Division | 2007–2009 | Business unit leadership |
| Siemens U.S. | VP & GM, Automotive & Aerospace Vertical Markets | 2002–2007 | Founded Siemens’ U.S. Automotive & Aerospace verticals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AxD LLC | Chairman & Co‑Founder | Since 2024 | Consulting in automation/digitization |
| Advanced Technology Services, Inc. | Advisory Board Member | Since 2024 | Private industrial maintenance/services provider |
| Amsted Industries | Director | Since 2019 | Private global manufacturer |
| Manufacturers Alliance | Executive Committee Member | Since 2016 | Non‑profit manufacturing leadership network |
| Shapeways Holdings, Inc. | Director | 2022–2024 | Public company; prior directorship |
| National Electrical Manufacturers Association (NEMA) | Chair & Member, Board of Governors | 2014–2023 | Industry trade association leadership |
Board Governance
- Independence: Determined independent; serves as Compensation Committee Chair and Nominating & Corporate Governance Committee member; each committee comprised of independent directors under Nasdaq/SEC rules .
- Attendance: The Board met six times in 2024; each director attended all Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Engagement: Compensation Committee held six meetings in 2024; Nominating & Corporate Governance held four meetings in 2024 .
- Structure: Batra is a Class I director; the Board has a Lead Director (Dr. Jacqueline Moloney) .
- Interlocks/Conflicts: No compensation committee interlocks or relationships requiring disclosure for 2024; no reciprocal board relationships with MKSI executives .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Base Board Retainer | 85,000 | Standard non‑employee director cash retainer |
| Compensation Committee Chair Retainer | 20,000 | Chair fee |
| Nominating & Corporate Governance Committee Member Retainer | 7,500 | Member fee |
| Fees Earned or Paid in Cash (Total) | 112,500 | Reported in Director Compensation Table |
Performance Compensation
| Equity Award Structure (Directors) | Grant Value | Vesting | Instruments |
|---|---|---|---|
| Annual RSU grant (2024 program) | 200,000 | Vests in full day prior to 2025 Annual Meeting | RSUs; no options granted to directors |
| Annual RSU grant (effective 1/1/2025) | 225,000 | Annual grant policy updated | Increase based on Pearl Meyer peer analysis |
| Batra Stock Awards (2024 reported) | 198,621 | As granted in 2024 | Aggregate grant‑date fair value (ASC 718) |
| Executive Incentive Metrics Overseen by Compensation Committee (2024 NEO awards) | Metric Type | Performance Period | Vesting/Determination |
|---|---|---|---|
| Adjusted EBITDA | Performance RSUs | 1‑year (established 2024; determined Feb 2025) | Vests in equal annual installments over 3 years starting Feb 2025 |
| Relative TSR (rTSR) | Performance RSUs | 3‑year (established 2024; expected determination Feb 2027) | Vests in full in Feb 2027 subject to performance |
Notes: Director equity is time‑based RSUs; MKSI does not grant stock options to directors; equity timing not coordinated with MNPI; ASC 718 accounting applied .
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Compensation Committee Interlocks | None in 2024 | No officer/employee service; no reciprocal committee roles by MKSI executives at other entities |
| External Public Company Directorship | Shapeways Holdings, Inc. (prior) | 2022–2024; ended; no interlock disclosed with MKSI |
Expertise & Qualifications
- Significant senior leadership across global industrial markets; extensive technology background in automation, industrial software, digitalization, OT/IT convergence, cybersecurity, IIoT/Industry 4.0; proven business development across products, systems, digital services and turnkey projects; founded Siemens’ U.S. Automotive & Aerospace verticals .
- Board skills matrix indicates experience in domain expertise, M&A/business development, executive leadership, global business, financial literacy, technology/innovation, risk management/governance, and manufacturing/operations; tenure 7 years; age 57 .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Shares Beneficially Owned (3/4/2025) | 11,344 | Less than 1% of outstanding common stock (67,447,167 shares outstanding) |
| RSUs Outstanding (12/31/2024) | 1,622 | Each non‑employee director (except Jabre) held 1,622 RSUs outstanding |
| Ownership Guidelines | 5× annual Board retainer (value) | Applies to non‑employee directors; RSUs counted except performance‑conditioned RSUs |
| Compliance Status (12/31/2024) | Compliant or within phase‑in | All directors, CEO, NEOs in compliance or phase‑in |
| Hedging/Pledging | Prohibited | No hedging or pledging; no margin purchases under policy |
Governance Assessment
- Strengths: Independent status with high attendance; chairs an active Compensation Committee (six meetings) and participates in N&CG (four meetings); no compensation committee interlocks; robust stock ownership guidelines and prohibition on hedging/pledging support alignment .
- Compensation oversight: Uses independent consultant (Pearl Meyer); RSU grant values updated to align with peer market; executive incentive design includes Adjusted EBITDA and rTSR metrics, indicating balanced short‑ and long‑term performance orientation under his committee leadership .
- Potential conflicts: External roles include AxD LLC and private company boards; proxy discloses no relationships requiring related‑party disclosure for 2024 and affirms committee independence; continue monitoring for any transactions with entities where Batra holds roles (no such transactions disclosed) .
- RED FLAGS: None disclosed on related‑party transactions, hedging/pledging, or attendance; note that the director equity is time‑based RSUs (no options), which is conventional for board pay and supports alignment without excessive risk .