Mohan Reddy
About N. Mohan Reddy
N. Mohan Reddy, Ph.D., age 71, has served on Materion’s Board since 2000. He is B. Charles Ames Professor of Management at Case Western Reserve University and formerly Dean of the Weatherhead School of Management (2006–2012), with expertise in industrial marketing and technology management in the electronics and semiconductor sectors . He is an independent, non‑employee director (Materion states 8 of 9 directors are independent) and meets attendance expectations (all directors attended at least 75% of meetings in 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Case Western Reserve University, Weatherhead School of Management | Dean | 2006–2012 | Led school; academic leadership |
| Case Western Reserve University | B. Charles Ames Professor of Management | 2014–present | Academic expertise in management |
| Case Western Reserve University | Associate Professor of Marketing; Keithley Professor of Technology Management | 1991–2006 | Focus on industrial marketing/tech management |
| Various electronics/semiconductor firms | Consultant (product and market development) | Not specified | Consulting in electronics/semiconductor industries |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Keithley Instruments, Inc. | Director | 2001–Dec 2010 | Company acquired by Danaher in Dec 2010 |
| The Lubrizol Corporation | Director | Feb 2011–Oct 2011 | Company acquired by Berkshire Hathaway in Oct 2011 |
| (Current public company boards) | — | — | None disclosed in latest proxy |
Board Governance
- Committee assignments (2024): Audit and Risk Committee member; Nominating, Governance & Corporate Responsibility (NGCR) Committee member. Chair roles: none. Audit Committee financial experts designated are Phillippy and Toth (not Reddy) .
- Meeting cadence (2024): Board met 5x; Audit & Risk met 6x; NGCR met 5x .
- Independence: Board determined all directors other than the CEO are independent (Reddy is independent) .
- Attendance: All directors attended at least 75% of Board and assigned committee meetings in 2024; all directors attended the prior annual meeting .
- ESG oversight: NGCR oversees environmental (incl. climate), health & safety, sustainability, social responsibility; NGCR includes all independent directors .
Fixed Compensation
| Component | 2023 ($) | 2024 ($) | Notes |
|---|---|---|---|
| Board annual cash retainer | 65,000 | 70,000 | Standard non‑employee director cash retainer |
| Audit & Risk Committee member fee | 5,000 | 10,000 | Member fee levels per program |
| NGCR Committee member fee | 5,000 | 5,000 | Member fee levels per program |
| Total cash fees (Reddy actual) | 75,000 | 85,000 | Reflects base + committee memberships |
| Chairman premium (if applicable) | — | — | Not applicable to Reddy |
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Grant-Date Fair Value ($) | Vesting | Notes | |---|---|---:|---:|---| | RSUs (annual director grant) | May 18, 2023 | 1,148 | 121,160 | Vested May 18, 2024 | Valued at $105.54 close on grant date | | RSUs (annual director grant) | May 10, 2024 | 1,150 | 133,078 | Vests May 10, 2025 | Valued at $115.72 close on grant date |
- Equity program: Non‑employee directors receive ~$130,000 of time‑based RSUs annually; no performance metrics; 1‑year vesting. Directors may defer fees/equity into deferred stock units (DSUs) .
- No stock options outstanding for non‑employee directors as of 12/31/2024 .
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations | Status |
|---|---|---|
| Keithley Instruments, Inc. | No current interlock; role ended with acquisition | Historical |
| The Lubrizol Corporation | No current interlock; role ended with acquisition | Historical |
- Related-party transactions: None in 2024; none in 2023 .
Expertise & Qualifications
- Academic and leadership: Former business school dean; current endowed professor in management .
- Industry knowledge: Industrial marketing, technology development, and extensive global knowledge in electronics/semiconductors .
- Board skills coverage: Serves on Audit & Risk (financial literacy required) and NGCR (governance/ESG) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Composition/Notes |
|---|---|---|---|
| N. Mohan Reddy (1/31/2024) | 43,546 | <1% | Includes DSUs under Director Plan (43,546) |
| N. Mohan Reddy (1/31/2025) | 44,906 | <1% | Includes DSUs under Director Plan (44,906) |
- Ownership guidelines: Non‑employee directors required to hold 5x annual cash retainer as of 2023; increased to 6x in 2025 (policy update) .
- Compliance: As of 12/31/2023, all non‑employee directors had met guidelines; directors are subject to 75% net‑share retention until compliance is achieved .
- Hedging/pledging: Prohibited for insiders under Materion’s Insider Trading Policy .
Governance Assessment
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Strengths and positive signals:
- Long-tenured independent director with deep technology and industrial marketing expertise; active on Audit & Risk and NGCR committees, supporting financial oversight and ESG governance .
- Consistent attendance (meets ≥75% threshold); strong say‑on‑pay outcomes indicate shareholder support (94%+ in 2024; 92%+ in 2023), reducing governance risk perceptions .
- Director compensation structure balanced and shareholder‑friendly: modest cash retainers with time‑based RSUs; no options; deferral available; no director-related party transactions .
- Robust governance framework: independent chair, majority‑independent board, majority voting policy, NYSE/SEC‑compliant clawback policies, anti‑hedging/pledging policy, NGCR oversight of climate and sustainability .
-
Potential watch items:
- Section 16 administrative late filings were disclosed for all non‑employee directors in 2023 (including Dr. Reddy) related to RSU grants/dividend equivalents; company attributed to administrative error and reported compliance otherwise .
- Tenure since 2000 suggests valuable institutional knowledge; investors may weigh refreshment and skill mix against long tenure, though Board highlights refreshment and diversity initiatives and maintains independent chair structure .
Overall, Dr. Reddy’s profile supports board effectiveness in technology, academic governance, and ESG oversight without apparent conflicts; compensation and ownership alignment appear appropriate and in line with shareholder‑friendly practices .
Director Compensation Summary (Individual)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 75,000 | 121,160 | 196,160 |
| 2024 | 85,000 | 133,078 | 218,078 |
Committee Service and Meetings (2024)
| Committee | Role | Meetings Held | Notes |
|---|---|---|---|
| Audit & Risk | Member | 6 | Audit financial experts: Phillippy, Toth (Reddy not designated) |
| Nominating, Governance & Corporate Responsibility | Member | 5 | Oversees governance, ESG/climate, related‑party reviews |
| Board of Directors | Director | 5 | All directors ≥75% attendance |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: over 94% support; committee noted support and maintained program design .
- 2023 say‑on‑pay approval: over 92% support .
Related‑Party Transactions and Conflicts
- NGCR reviews related‑party transactions; there were none in 2024 and none in 2023 .
- No disclosed loans, pledging, or hedging by directors; anti‑hedging/pledging policy in place .
Compensation Structure Analysis (Directors)
- Year‑over‑year changes (2023 → 2024):
- Cash retainer increased from $65k to $70k; Audit member fee from $5k to $10k; NGCR member fee unchanged at $5k; equity grant increased from $120k to $130k (based on program levels; actual fair value reflects grant‑date price) .
- Mix remained balanced (cash + time‑based RSUs) with no options; no meeting fees .
- Ownership alignment: Director stock ownership guideline increased to 6x of retainer in 2025; 75% net‑share retention until compliance; all non‑employee directors met prior 5x guideline as of year‑end 2023 .
Insider Reporting
- 2023: One Form 4 for all non‑employee directors (including Dr. Reddy) was filed late due to administrative error (grants/dividend equivalents); company otherwise reported Section 16 compliance .
- 2024: Late filings noted for certain executives; not for non‑employee directors .
Notes and Sources
- Director biography, age, tenure, committees: .
- Independence and attendance: .
- Director compensation tables and RSU grants: .
- Ownership (beneficial and DSUs): .
- Related‑party transactions: .
- Say‑on‑pay results: .
- Governance practices: independent chair, majority voting, clawbacks, anti‑hedging/pledging, ESG oversight: .