Chuck Ravetto
NOVANTAAbout Chuck Ravetto
Chuck Ravetto is Co-Chief Operating Officer at Novanta, responsible for the Automation Enabling Technologies segment; he joined Novanta in April 2022 as Group President of Automation Enabling Technologies and was appointed Co-COO in January 2025. He is 54 years old and holds a B.Sc. in Mechanical Engineering from the University of Illinois at Chicago and an MBA from Northwestern University’s Kellogg School of Management. Prior to Novanta he spent 20+ years at Danaher in senior roles across high‑tech industrial and healthcare businesses (Esko SVP in Belgium; led KaVo Kerr dental; earlier engineering/product management at Videojet) . Company performance context during his tenure: FY2024 revenue grew 7.7% to $949.2M, Adjusted EBITDA rose to $209.8M, operating cash flow increased to $158.5M, while FY2024 TSR was −9% versus +12% for the Russell 2000; Automation Enabling Technologies segment revenue was $490.6M in 2024 (down from $499.2M in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novanta | Group President, Automation Enabling Technologies | Apr 2022–Jan 2025 | Led AET businesses through product launches and portfolio expansion; set foundation for co-COO role . |
| Novanta | Co-Chief Operating Officer, Automation Enabling Technologies | Jan 2025–present | Oversees AET segment operations, strategy and execution; senior enterprise leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Danaher – Esko (Belgium) | Senior Vice President | Not disclosed | Led software, automation, CTP imaging and vision inspection systems businesses . |
| Danaher – KaVo Kerr (Germany) | Business leader | Not disclosed | Led dental business across product and geographic expansion . |
| Danaher – Videojet (U.S.) | Engineering & product management leadership | Not disclosed | Early operations, engineering and product leadership experience . |
Fixed Compensation
- Ravetto’s individual base salary, target bonus %, and actual bonus payouts are not disclosed in the 2025 proxy (NEO tables cover CEO, CFO, GC, CHRO for 2024; Ravetto became an executive officer in January 2025) .
Performance Compensation
- Novanta’s short‑term cash incentive plan (SMIP) for 2024 used Adjusted EBITDA (70% weight) and Organic Revenue Growth (30% weight) with threshold/target/maximum levels; actual 2024 results drove a blended 48.6% payout for NEOs. Long‑term incentives comprised performance stock units (PSUs) tied to 3‑year cumulative Revenue and Adjusted EBITDA with a relative TSR multiplier (1.0x–1.3x), cliff‑vesting after the 3‑year period, plus stock options vesting ratably over three years .
| Metric (FY2024 SMIP) | Weighting | Target | Actual | Payout Rule | Resulting Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | $224M | $209.8M | 50% at threshold ($201M), 100% at target, 200% at max ($246M) | Contributed to blended 48.6% payout . |
| Organic Revenue Growth | 30% | 2.0% | (1.6)% | 50% at threshold (1.0%), 100% at target, 200% at max (3.0%) | Contributed to blended 48.6% payout . |
| Blended SMIP payout | — | — | — | Weighted by the two metrics | 48.6% of target . |
| PSU Design (2024 LTI) | Weighting | Measurement Period | Vesting | TSR Modifier |
|---|---|---|---|---|
| Cumulative Revenue PSUs | 50% | 1/1/2024–12/31/2026 | Cliff on 1/1/2027, subject to continued employment and performance | 1.0x–1.3x vs Russell 2000 . |
| Cumulative Adjusted EBITDA PSUs | 50% | 1/1/2024–12/31/2026 | Cliff on 1/1/2027, subject to continued employment and performance | 1.0x–1.3x vs Russell 2000 . |
| Stock Options | — | — | 1/3 annually over 3 years | N/A . |
| Historical PSU Achievement (Company) | Year of Grant | Year of Vesting | Non‑GAAP EPS‑PSU | TSR‑PSU | Weighted Avg Payout |
|---|---|---|---|---|---|
| 2019 | 2022 | 0% | 200% | 100% | |
| 2020 | 2023 | 83% | 200% | 142% | |
| 2021 | 2024 | N/A | 165% | 165% | |
| 2022 | 2025 | 88% | 80% | 82% |
Note: Ravetto’s individual 2024 SMIP participation and LTI grant sizes are not disclosed; tables reflect company design and NEO outcomes .
Equity Ownership & Alignment
- Executive stock ownership guidelines require multiples of salary for NEOs (CEO 3x, CFO 2.5x, GC 2x, CHRO 2x); all NEOs were compliant as of 12/31/2024. Anti‑hedging and anti‑pledging policies are in place; there are no 280G excise tax gross‑ups; no single‑trigger equity vesting on change‑in‑control; no option repricing without shareholder approval .
- The 2025 proxy’s beneficial ownership table lists directors and certain executive officers individually; Ravetto is not listed with an individual line item. Aggregate ownership by all directors and executive officers as a group: 419,868 shares, 1.2% of outstanding as of 4/15/2025 (35,964,471 shares outstanding) .
| Policy/Ownership Element | Company Terms |
|---|---|
| Stock ownership guidelines (NEOs) | CEO 3x, CFO 2.5x, GC 2x, CHRO 2x base salary; compliance expected within 5 years . |
| Anti‑hedging / Anti‑pledging | Policies in place for officers/directors . |
| Option repricing | Not permitted without shareholder approval . |
| 280G gross‑ups | None; cutback applies where beneficial . |
| Directors’ compliance | All directors compliant with stricter 5x retainer guideline as of 12/31/2024 . |
| Group beneficial ownership | 419,868 shares (1.2%) for all directors and executive officers as a group . |
Employment Terms
- Novanta maintains individualized employment agreements for NEOs with severance and change‑in‑control protections; company‑level disclosures indicate severance equal to 150% of target bonus (paid over 18 months) on involuntary termination, and 200% of target bonus (over 24 months or lump sum for CFO) if within 12 months post‑change‑in‑control; pro‑rata annual bonus and COBRA‑like health benefits are typical components. Equity awards generally receive pro‑rata vesting for service‑based awards and performance‑based awards continue based on actual performance; in CIC‑related terminations, unvested equity typically accelerates with performance deemed at target per plan specifics (example: CFO terms) .
- Mandatory clawback policy per SEC Rule 10D‑1 requires recovery of erroneously awarded incentive compensation over the prior three fiscal years upon a restatement trigger .
Note: Ravetto’s specific employment agreement (salary multiples, severance formula, change‑in‑control triggers) is not disclosed; above reflects company‑level and CFO‑specific disclosures .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($MM) | $881.7 | $949.2 |
| Adjusted EBITDA ($MM) | $196.2 | $209.8 |
| Operating Cash Flow ($MM) | $120.1 | $158.5 |
| TSR (Novanta) | 24% | −9% |
| TSR (Russell 2000) | 17% | 12% |
| Segment Revenue ($MM) | 2023 | 2024 |
|---|---|---|
| Automation Enabling Technologies | $499.2 | $490.6 |
| Medical Solutions | $382.4 | $458.6 |
| Total | $881.7 | $949.2 |
- 2024 compensation program received strong shareholder support (say‑on‑pay approval ~98%) .
Board Governance, Director Roles, and Interlocks
- No board directorships or committee roles for Ravetto are disclosed in the 2025 proxy; the executive biography lists him as Co‑COO, not a director .
Compensation Structure Analysis
- High proportion of at‑risk pay: short‑term tied to Adjusted EBITDA and Organic Revenue Growth with rigorous payout curves; long‑term PSUs tied to multi‑year Revenue and Adjusted EBITDA with a relative TSR modifier, plus time‑vested options—consistent with pay‑for‑performance and retention design .
- Governance safeguards: no option repricing, no single‑trigger vesting on CIC, anti‑hedging/pledging, and clawback policy reduce red‑flag risk .
Investment Implications
- Alignment: The company’s incentive architecture ties a majority of variable pay to hard financial metrics and relative TSR, likely aligning Ravetto’s incentives with multi‑year value creation in AET; segment trends (AET revenue down modestly in 2024) set a clear performance bar for improvement .
- Retention and selling pressure: Multi‑year PSU cliffs and 3‑year option vesting promote retention; anti‑hedging/pledging policies reduce misalignment risks. Specific grant sizes and ownership for Ravetto are not disclosed, limiting visibility into near‑term selling pressure risk .
- Change‑in‑control economics: Company‑level terms emphasize double‑trigger equity treatment and structured severance without tax gross‑ups, reducing potential shareholder‑unfriendly outcomes; however, Ravetto‑specific terms are not available .
- Execution focus: With relative TSR modifiers and multi‑year EBITDA/Revenue PSUs, sustained execution in AET (new product ramps, margin mix, aftermarket/service attach) is likely the key lever for upside in incentive outcomes and internal succession optionality .