Wissam Jabre
MKSAbout Wissam G. Jabre
Wissam G. Jabre (age 55) is an independent director at MKS Instruments (appointed November 2024) and serves on the Audit Committee; he is designated an “audit committee financial expert.” He is currently EVP & CFO of NetApp (since March 2025), and previously served as EVP & CFO of Western Digital (2022–Feb 2025) and CFO of Dialog Semiconductor (2016–2021); earlier roles include Corporate VP of Finance at AMD and finance leadership at Freescale. He holds a B.E. in Electrical Engineering (American University of Beirut), an MBA (Columbia Business School), and is a CFA charterholder .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Western Digital Corporation | EVP & Chief Financial Officer | 2022 – Feb 2025 | Senior finance leadership at a large storage company |
| Dialog Semiconductor Plc (acq. by Renesas in 2021) | SVP & Chief Financial Officer | 2016 – 2021 | Public-company CFO through acquisition |
| Advanced Micro Devices (AMD) | Corporate VP of Finance | 2014 – 2016 | Division-level finance leadership at a major semiconductor company |
| Freescale Semiconductor (acq. by NXP) | Various finance leadership roles | Pre‑2014 | Progressive finance leadership roles |
External Roles
| Organization | Role | Start | Type/Notes |
|---|---|---|---|
| NetApp, Inc. | EVP & Chief Financial Officer | Mar 2025 | Executive role; not disclosed as a directorship |
No other current public-company directorships for Mr. Jabre are disclosed in the MKSI proxy .
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Mr. Jabre is independent under Nasdaq rules .
- Committees: Audit Committee member; Audit Committee designated him (and each member) as an “audit committee financial expert” .
- Attendance: In 2024, each director attended all Board and applicable committee meetings; Board met 6× and the Audit Committee met 7×. All then‑serving directors attended the 2024 Annual Meeting .
- Lead Independent Director and structure: The Chair is independent; the Board also maintains a Lead Director role (Dr. Moloney). Independent‑only sessions are held at least twice per year .
- Director selection and refreshment: Mr. Jabre was identified by a third‑party search firm as part of the Board’s candidate process .
Fixed Compensation
2024 Board Cash Fee Schedule (for non‑employee directors)
| Component | Annual Amount (USD) |
|---|---|
| Base retainer (all non‑employee directors) | $85,000 |
| Audit Committee Chair | $25,000 |
| Audit Committee member (other than Chair) | $12,500 |
| Compensation Committee Chair | $20,000 |
| Compensation Committee member | $10,000 |
| Nominating & Corporate Governance Chair | $15,000 |
| Nominating & Corporate Governance member | $7,500 |
2024 Fees Earned (Mr. Jabre)
| Metric | Amount (USD) |
|---|---|
| Fees earned or paid in cash (pro‑rated for Nov–Dec 2024 service) | $15,367 |
| Total director compensation (cash + equity) | $213,640 |
Performance Compensation
| Equity Element | Program Detail | Value/Amount |
|---|---|---|
| Annual RSU grant to non‑employee directors (2024) | Automatic grant at 2024 Annual Meeting; vests in full day prior to 2025 Annual Meeting | $200,000 grant date value |
| Initial RSU for new directors (2024 policy) | If joining after annual meeting but before Jan 1 of next year, initial RSU equal to annual grant | Eligible; applied to Mr. Jabre (joined Nov 2024) |
| Mr. Jabre — Stock awards actually granted/expensed (2024) | RSU grant aligned to policy upon appointment | $198,273 grant date fair value |
| Program change for 2025 | Annual RSU value increased from $200,000 to $225,000 | Effective Jan 1, 2025 |
Outstanding stock awards held by Mr. Jabre as of Dec 31, 2024: 2,009 RSUs (time‑based) .
Director RSUs are time‑based (no performance metrics disclosed for director equity) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Mr. Jabre |
| Potential interlocks/conflicts | Related‑party transactions section discloses only services with FMR affiliates; no transactions involving Mr. Jabre or his employers are disclosed |
Expertise & Qualifications
- CFO/financial oversight at multiple large technology/semiconductor companies; strong risk management and strategic planning background .
- 20+ years in the semiconductor industry; engineering and finance blend (B.E. Electrical Engineering; MBA) .
- CFA charterholder; designated “audit committee financial expert” on MKSI’s Audit Committee .
Equity Ownership
| Metric (as of Mar 4, 2025 unless noted) | Value |
|---|---|
| Beneficial ownership (common shares) | — shares; less than 1% of outstanding |
| RSUs outstanding (Dec 31, 2024) | 2,009 RSUs (unvested) |
| Shares pledged as collateral | Company policy prohibits hedging or pledging of MKS shares |
Company common shares outstanding at the record date: 67,447,167 (context for ownership %) .
Governance Assessment
-
Strengths for investor confidence:
- Independent director with deep CFO experience and designated audit committee financial expertise; aligns with strong financial oversight on Audit Committee .
- Full attendance of Board/committee meetings during 2024 by all directors; signal of engagement; Audit Committee active (7 meetings) .
- Director pay is equity‑heavy (time‑based RSUs) and was adjusted toward market median; 2025 increase to $225k annual RSU supports alignment without excessive cash .
- Board advancing shareholder‑friendly measures (proposals to lower supermajority voting to simple majority) .
- No related‑party transactions involving Mr. Jabre disclosed; robust related‑party review procedures; prohibition on hedging/pledging; clawback oversight by Compensation Committee .
-
Watch items (not red flags):
- Significant external executive commitment (NetApp CFO) underscores the importance of overboarding oversight; the Nominating & Governance Committee monitors independence and overboarding policy compliance .
-
Company‑level support:
- Say‑on‑pay received ~93% approval at the 2024 Annual Meeting, indicating broad shareholder support of compensation practices .