Darlene Solomon
About Darlene J. S. Solomon, Ph.D.
Independent director at Materion since 2011; age 66 . Former Senior Vice President and Chief Technology Officer at Agilent Technologies (retired July 2023), with prior leadership of Agilent Laboratories; member of the National Academy of Engineering and active on science/technology advisory boards . Tenure on the Materion board exceeds 13 years, with core credentials in corporate governance, innovation, R&D leadership, and materials measurement relevant to advanced materials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agilent Technologies, Inc. | Senior Vice President & Chief Technology Officer | 2006–Jul 2023 | Led enterprise R&D; developed academic collaboration and corporate venture programs |
| Agilent Laboratories | Vice President & Director | Prior to 2006 | Directed centralized advanced research organization |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Novanta Inc. | Director | 2022 | Photonics/precision medicine technology board experience |
| Masimo Corporation | Director | 2024 | Joined in 2024; medical device/monitoring expertise expands oversight breadth |
| National Academy of Engineering | Member | N/A | Recognition of engineering leadership |
| Advisory Boards (industry/academic/government) | Member | N/A | Focused on science, technology, innovation |
Board Governance
- Independence: Independent under NYSE standards; only the CEO is non-independent on the board .
- Committees:
- Compensation and Human Capital Committee – Member; 5 meetings in 2024; all members independent; chaired by Craig S. Shular .
- Nominating, Governance, and Corporate Responsibility (NGCR) Committee – Member; 5 meetings in 2024; all members independent; chaired by Vinod M. Khilnani .
- Audit and Risk Committee: Not a member; audit experts designated as Phillippy and Toth; 6 meetings in 2024 .
- Attendance: Board held 5 meetings in 2024; all directors attended ≥75% of Board and assigned committee meetings; all directors attended the prior annual meeting .
- Board leadership: Independent non-executive Chair; executive sessions at each meeting; declassified board with annual elections; majority voting policy in place .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual board cash retainer | $65,000 | $70,000 |
| Compensation & Human Capital Committee member fee | $5,000 | $7,500 |
| NGCR Committee member fee | $5,000 | $5,000 |
| Chair premiums applicable? | None disclosed | None disclosed |
| Total cash fees (Solomon) | $75,000 | $82,500 |
- Director equity retainer design: Annual RSUs granted under the non-employee director plan; no options outstanding for non-employee directors; equity portion set to a fixed dollar amount (2023: $120,000; 2024: $130,000) converted to RSUs based on meeting-date closing price .
- Stock ownership guidelines:
- 2024 proxy: non-employee directors required to hold 4× cash retainer; all non-employee directors have met guidelines (and those serving ≥1 year own Company stock) .
- 2025 proxy: disclosure of an increase “in 2025” to six times salary from five for CEO and non-employee directors (note: framing differs from 2024’s 4× retainer language) .
Performance Compensation
| Equity Award | Grant Date | Units (Solomon) | Grant-Date Reference Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual RSUs (2023) | May 18, 2023 | 1,148 | $105.54 closing price | $121,160 | Generally vests on May 18, 2024, service-based |
| Annual RSUs (2024) | May 10, 2024 | 1,150 | $115.72 closing price | $133,078 | Generally vests on May 10, 2025, service-based |
- Structure: Director equity awards are time-based RSUs; no performance metrics, options, or SARs for directors reported; payout in common stock at end of restriction period .
Other Directorships & Interlocks
| Company | Overlap with Materion | Potential Interlock Risk |
|---|---|---|
| Novanta Inc. | Technology/medical photonics; no disclosed related-party transactions with Materion | None disclosed; NGCR oversees related party reviews; no related party transactions in 2023–2024 |
| Masimo Corporation | Medical devices/monitoring; no disclosed related-party transactions with Materion | None disclosed; NGCR reviews and Board approval required; none reported in 2024 |
Expertise & Qualifications
- Strategic, innovation, and digital leadership across global high-tech enterprises; deep R&D and materials measurement competencies .
- National Academy of Engineering membership; multiple advisory boards in science/technology/innovation .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Jan 31, 2024 | 26,110 | <1% |
| Jan 31, 2025 | 27,262 | <1% |
- Deferred share elections: Footnotes list deferred shares for other directors; Dr. Solomon is not listed among those with deferred shares in the director plan footnote .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging by directors and executive officers .
Governance Assessment
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Committee roles and engagement: Active on Compensation and Human Capital and NGCR committees—key for pay practices, sustainability oversight, succession, and related-party review—indicating strong governance involvement; meeting cadence in 2024: Compensation (5), NGCR (5), Audit (6) .
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Independence and oversight quality: Independent director; board features independent Chair, executive sessions, declassified structure, majority voting policy, and annual self-assessments—positive governance signals .
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Director compensation alignment: Balanced cash/equity mix with fixed-dollar RSU grants; increasing cash retainer and equity value (2023→2024) consistent with market, while maintaining ownership guidelines; no options outstanding for directors—a conservative design .
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Ownership alignment: Meets stock ownership guidelines as of 2023; continues to hold shares <1% of class—appropriate for director role .
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Related-party exposure: NGCR formal process; no related party transactions reported in 2023 or 2024—low conflict risk .
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Clawbacks and recovery: NYSE-compliant clawback policy adopted Oct 2, 2023; supplemental clawback operates in addition; 2025 plan accommodates clawback provisions—robust recoupment framework .
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Risk indicators and red flags:
- 2023 administrative late Form 4 filings included directors (including Solomon)—minor process risk; Company cited administrative error and otherwise Section 16 compliance maintained .
- Ownership guideline framing inconsistency across years (4× retainer in 2024 vs “six times salary” wording in 2025 change summary)—monitor for formal guideline document update to confirm director multiple .
- No hedging/pledging; no related-party transactions; strong committee independence—no material red flags .
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Say-on-Pay (context signal): 2024 say-on-pay approval exceeded 94%, reflecting shareholder support for compensation governance .