Robert Phillippy
About Robert J. Phillippy
Independent director since 2018; age 64. Former President and CEO of Newport Corporation (2007–2016) and current independent consultant to technology companies. Served on MKS Instruments’ board (2016–2018) after Newport’s acquisition; current public company directorships include ESCO Technologies (since May 2014) and Kimball Electronics (since November 2018). Recognized by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newport Corporation | President, CEO, Director | Sep 2007 – Apr 2016 | Led a global photonics company; brings technology industry operating experience |
| Newport Corporation | Executive roles (pre-CEO) | 1996 – 2007 | Various executive management positions prior to CEO appointment |
| MKS Instruments | Executive Advisor | Apr 2016 – Sep 2016 | Post-acquisition advisory role |
| MKS Instruments | Director | Jul 2016 – May 2018 | Board service post-acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ESCO Technologies Inc. | Director | Since May 2014 | Public company board experience in industrial technology |
| Kimball Electronics | Director | Since Nov 2018 | Public company board experience in electronics manufacturing |
Board Governance
- Committees: Audit and Risk Committee Chair; member, Nominating, Governance, and Corporate Responsibility Committee. Audit Committee held six meetings in 2024; full Board attended two of those. Nominating Committee held five meetings in 2024.
- Audit committee financial expert: Board determined Phillippy and Toth meet SEC “audit committee financial expert” criteria; all members financially literate and NYSE-independent.
- Independence: Board affirmatively determined all directors other than the CEO are independent; no charitable contributions to organizations affiliated with directors in the last three years.
- Majority voting policy: In uncontested elections, nominees with more “withheld” than “for” are expected to tender resignations; 90-day Board/Committee review applies.
- Attendance: Board held five meetings in 2024; all directors attended at least 75% of Board and assigned committee meetings; all attended last year’s annual meeting.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 70,000 | Non-employee director retainer |
| Audit & Risk Committee – Chair Retainer | 25,000 | Audit chair premium |
| Nominating, Governance & Corporate Responsibility – Member Retainer | 5,000 | Committee membership retainer |
| Total Cash Fees (Phillippy) | 100,000 | 2024 total cash fees |
| 2024 Director Compensation | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert J. Phillippy | 100,000 | 133,078 | 233,078 |
- Deferral elections: Non-employee directors may defer all or part of annual retainer fees and RSUs into deferred stock units until a specified date or board departure.
Performance Compensation
| Grant Date | Instrument | Shares | Valuation Basis | Vesting Date | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|---|---|
| May 10, 2024 | RSUs (time-based) | 1,150 | Closing price $115.72 | May 10, 2025 (service-based) | 133,078 | 2024 non-employee director annual equity grant; time-based only (no PSUs/options outstanding) |
- Equity Plan governance: 2025 Equity & Incentive Compensation Plan caps non-employee director compensation grants at $850,000 per calendar year; prohibits repricing of options/SARs without shareholder approval; permits director elections/deferrals into deferred stock units.
Other Directorships & Interlocks
| Company | Role | Potential Interlock with MTRN | Disclosed Related Party Transactions |
|---|---|---|---|
| ESCO Technologies Inc. | Director | Industrial technology adjacency | Nominating Committee reviews RPTs; no RPTs disclosed in proxy; independence affirmed |
| Kimball Electronics | Director | Electronics manufacturing adjacency | No RPTs disclosed; independence affirmed |
| MKS Instruments (prior) | Director (2016–2018) | Photonics/semiconductor equipment adjacency | Historical role; no current interlock or RPT disclosed |
Expertise & Qualifications
- Technology industry operator: Former CEO of a global photonics company; deep technology-related industry experience.
- Audit oversight: Designated audit committee financial expert; chairs Audit & Risk Committee overseeing financial reporting, internal controls, cybersecurity, and precious metal risk.
- Board evaluation and governance: Participates in annual board self-assessments; Nominating Committee oversees governance and director compensation.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Components/Notes |
|---|---|---|---|
| Robert J. Phillippy | 15,951 | <1% | Includes 11,948 deferred shares under the Director Plan |
- Stock ownership guidelines (non-employee directors): Required to own qualifying shares equal to 5x annual cash retainer; all non-employee directors met guidelines as of Dec 31, 2024. In 2025, requirement increased to 6x for CEO and non-employee directors (enhances alignment).
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors and certain insiders.
- Outstanding equity: As of Dec 31, 2024, non-employee directors had the 2024 RSU grants outstanding; no other stock or option awards outstanding.
Insider Reporting and Voting Signals
| Year | Item | Detail |
|---|---|---|
| 2023 | Section 16(a) late filing (administrative) | One late Form 4 for all non-employee directors (including Phillippy) for RSU grants; additional late Form 4s for some directors re dividend equivalents; attributed to administrative error. |
| 2024 | Director Election – Vote | Phillippy: For 18,067,027; Withhold 855,078; Broker non-votes 772,576 (strong support). |
| 2024 | Say-on-Pay (advisory) | For 17,921,463; Against 973,482; Abstentions 27,160; Broker non-votes 772,576 (broad investor support). |
Governance Assessment
-
Strengths
- Audit Chair with SEC “financial expert” designation; committee held six meetings in 2024; full Board attended two, indicating engaged oversight of financial reporting, internal controls, cybersecurity, and precious metal risk.
- Independence clearly affirmed; no charitable contributions to director-affiliated organizations; Nominating Committee reviews related-party transactions.
- Alignment via mandatory stock ownership (≥5x retainer; increased to 6x in 2025) and anti-hedging/pledging prohibitions.
- Majority voting policy enhances accountability in director elections.
- Strong shareholder support in 2024 director election and say-on-pay.
-
Compensation structure (Director)
- Balanced cash/equity mix: $100,000 cash fees and $133,078 time-based RSUs; cash breakdown consistent with committee roles (Board retainer + Audit Chair + Nominating membership).
- Time-based RSUs vest after one year; no performance metrics for director equity; 2025 plan caps annual director compensation and prohibits repricing, which mitigates dilution and governance risk.
-
Potential risks / RED FLAGS
- Administrative late Section 16 filings in 2023 for directors, including Phillippy (RSU grants/dividend equivalents). No ongoing non-compliance noted in 2024/2025; appears procedural rather than substantive.
- External board seats at ESCO Technologies and Kimball Electronics create adjacency to industrial/electronics ecosystems; proxy discloses independence and no related-party transactions, but continued monitoring warranted for supplier/customer relationships.
Overall, Phillippy’s audit chairmanship, financial expert status, and ownership alignment support investor confidence; governance policies (majority voting, anti-hedging/pledging, increased ownership requirement) further strengthen Board effectiveness. Administrative reporting lapses in 2023 appear minor and corrected.