Ramakumar Mayampurath
MKSAbout Ramakumar Mayampurath
Executive Vice President, Chief Financial Officer and Treasurer of MKS Instruments since October 14, 2024; age 60; chartered accountant with an MBA (Southern Illinois University) and a Master’s in Global Management (Thunderbird) . Previously CFO of Rogers Corporation (May 2021–Aug 2024) after senior finance and transformation roles at Rogers and divisional financial leadership roles at Royal Philips Electronics (2005–2014) . Incentive design ties a material portion of pay to Adjusted EBITDA and relative TSR (rTSR) through performance RSUs, and to annual non-GAAP operating income and adjusted net debt via the Management Incentive Plan; the company prohibits hedging/pledging and enforces a 3× base salary stock ownership guideline for EVPs, supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rogers Corporation | SVP, CFO & Treasurer | May 2021 – Aug 2024 | Led global finance; emphasis on M&A, capital allocation, revenue growth, margin expansion per MKSI announcement |
| Rogers Corporation | SVP & Chief Accounting Officer/Treasurer (various periods) | May 2021 – Sep 2021; Jun 2022 – Aug 2024 | Oversight of treasury and accounting; enhanced controls and reporting |
| Rogers Corporation | VP, Corporate Finance | Dec 2020 – Apr 2021 | Corporate finance leadership |
| Rogers Corporation | VP, Business Transformation | Mar 2020 – Dec 2020 | Led business transformation initiatives |
| Rogers Corporation | VP, Global FP&A | Apr 2016 – Mar 2020 | Global planning and analysis leadership |
| Rogers Corporation | VP, Corporate FP&A & Treasurer | Nov 2014 – Mar 2016 | Corporate FP&A and treasury leadership |
| Royal Philips Electronics | Divisional Financial Leadership Roles | 2005 – 2014 | Divisional finance leadership across Philips |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed in MKSI filings reviewed |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $625,000 annual base per employment agreement |
| Target Bonus % | 85% of eligible earnings under Management Incentive Plan (eligible beginning in 2025) |
| 2025 Annual Equity Award (Planned) | $1,900,000 grant date value; 45% time-based RSUs, 55% performance-based RSUs (PSUs) |
| Sign-on Cash Bonus | $1,000,000 (one-time) |
| Sign-on Equity Award | $1,750,000 in time-based RSUs; expected grant date ~Nov 15, 2024; vests 50% on first anniversary, 50% on second |
| 2024 Salary Earned | $134,906 (partial-year) |
| 2024 Bonus Paid | $1,000,000 (sign-on cash; no 2024 MIP eligibility) |
| 2024 Stock Awards | $1,721,962 grant date fair value (sign-on RSUs) |
| 2024 All Other Compensation | $60,601 |
| 2024 Total Compensation | $2,917,469 |
Employment is at-will; eligible for relocation benefits per U.S. Relocation Policy .
Performance Compensation
| Incentive Type | Metric | Weighting | Target/Thresholds | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash (MIP) – 2024 | Non-GAAP Operating Income | 70% | Threshold ≤$580.5M → 0%; Plan $774.0M → 25%; Stretch $874.7M → 100%; Max ≥$952.1M → 200% | 18% of Target Bonus from this metric (weighted) | N/A for Mayampurath (not eligible in 2024) |
| Annual Cash (MIP) – 2024 | Adjusted Net Debt (as of Dec 31, 2024) | 30% | Threshold ≥$3.89B → 0%; Plan $3.79B → 25%; Stretch $3.71B → 100%; Max ≤$3.69B → 200% | Adjusted net debt $3.76B → 40% of Target Bonus from this metric (12% when weighted) | N/A for Mayampurath (not eligible in 2024) |
| Annual Cash (MIP) – 2024 | Overall | — | — | Overall payout 30% of Target Bonus for eligible NEOs | — |
| Long-Term Equity – 2024 Program (NEOs) | Performance RSUs – Adjusted EBITDA | 70% of PSUs | One-year performance metric; vest in three equal annual installments beginning Feb 2025 if achieved | Determined in Feb 2025 at target; caps at 200% | Three equal annual installments (post-metric determination) |
| Long-Term Equity – 2024 Program (NEOs) | Performance RSUs – rTSR | 30% of PSUs | Three-year performance period; determination expected Feb 2027 | Payout per Monte Carlo-derived targets; capped at 200% | Vests in full ~Feb 2027 subject to performance |
| Long-Term Equity – 2024 (Mayampurath) | Sign-on RSUs | — | Grant date ~Nov 15, 2024; 16,591 RSUs; $1,721,962 grant date fair value | Time-based; not performance-tied | 50% on first anniversary; 50% on second anniversary |
2025 Annual Equity for Mayampurath: $1.9M split 45% time-based RSUs and 55% PSUs, aligning pay to Adjusted EBITDA and rTSR frameworks used for NEOs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 4, 2025) | “—” (no shares beneficially owned; less than 1%) |
| Outstanding Unvested Equity (12/31/2024) | 16,591 RSUs; market value $1,731,916 (closing price $104.39) |
| Options | Company does not grant options; only RSUs; no option awards outstanding |
| Stock Ownership Guidelines | EVPs must hold ≥3× base salary; RSUs count except those subject to performance; five-year phase-in; as of Dec 31, 2024, all NEOs in compliance or phase-in |
| Hedging/Pledging | Prohibited by Insider Trading Policy; also prohibits margin purchases and pledging |
| Clawback | Updated policy (Oct 2, 2023) under Exchange Act Rule 10D-1; recovery of erroneously awarded incentive compensation post-restatement |
Upcoming vest “pressure points”: Sign-on RSUs vest 50% around Nov 2025 and 50% around Nov 2026; sales restricted if not yet compliant with ownership guidelines except for tax withholdings .
Employment Terms
| Provision | Base Case | Change-in-Control (Double Trigger) | Notes |
|---|---|---|---|
| Employment Term | At-will; termination upon death/disability or by either party | — | — |
| Severance | If terminated without cause: lump sum equal to 12 months base salary; company share of COBRA premiums for 12 months | If terminated without cause or resigns for good reason within 24 months after a change-in-control: lump sum 1.5× base salary + 1.5× target incentive compensation + prorated current-year target bonus; COBRA premiums for 18 months | 2025 Proxy quantifies as of 12/31/2024: Without cause cash $638,188; benefits $18,058; CiC cash $950,688; benefits $27,087 |
| Equity Acceleration | Unvested equity subject to award agreements | Sign-on RSUs: full acceleration upon qualifying CiC termination; also full acceleration upon death/disability | Proxy shows accelerated value on death/disability and CiC: $1,731,916 (sign-on RSUs) |
Investment Implications
- Pay-for-performance alignment: 2025 equity mix (55% PSUs) and annual MIP (85% target bonus) tie total compensation to Adjusted EBITDA, rTSR, non-GAAP operating income, and adjusted net debt, creating clear levers for upside but capping payouts; clawback and anti-hedging/pledging policies reinforce governance quality .
- Retention risk appears mitigated near term: $1.0M sign-on cash and two-year sign-on RSU vesting schedule stagger liquidity, while CiC double-trigger (1.5× base and target bonus plus prorated bonus and 18 months COBRA) provides downside protection without single-trigger windfalls .
- Insider selling pressure windows: watch Form 4s around November 2025 and November 2026 when sign-on RSUs vest; note guideline constraints may limit net sales outside of tax withholding until ownership thresholds are met .
- Alignment and skin-in-the-game: beneficial ownership disclosed as “—” as of March 4, 2025 (no shares countable within 60 days); upcoming vesting and five-year guideline phase-in should increase direct holdings over time; absence of options removes forced-exercise dynamics .
- Execution signals to track: 2025 PSUs tied to Adjusted EBITDA and rTSR, plus MIP metrics, make deleveraging (adjusted net debt) and operating discipline the key drivers of realized pay; monitor annual proxy for PSU achievement determinations and any changes to metric difficulty or weighting .