Darlene Solomon
NOVANTAAbout Darlene J.S. Solomon, Ph.D.
Independent director at Novanta since June 28, 2022; age 66. Former Senior Vice President and Chief Technology Officer at Agilent Technologies (2006–July 2023), with prior leadership of Agilent Laboratories; B.S. in Chemistry from Stanford University and Ph.D. in Inorganic Chemistry from MIT; member of the National Academy of Engineering and multiple science/technology advisory boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agilent Technologies | Senior Vice President & Chief Technology Officer | 2006–Jul 2023 | Led innovation and R&D across life sciences/diagnostics; strategic technology leadership in diversified global enterprise |
| Agilent Laboratories | Vice President & Director | Pre-2006 | Directed centralized advanced research; fostered commercialization of technology innovations |
| Agilent Life Sciences & Chemical Analysis | Director, R&D/Technology; Director Life Sciences Technologies Lab | Joined 1999 | Dual remit spanning business unit R&D and corporate research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Materion Corporation | Director | Since 2011 | Advanced materials company; ongoing public company board role |
| National Academy of Engineering | Member | N/A | Recognized for contributions in engineering; governance-relevant technical stature |
| Various academic/government advisory boards | Advisor/Board member | N/A | Science, technology, and innovation focus |
Board Governance
- Independence: Board affirmed she is independent under Nasdaq rules .
- Committee assignments: Compensation Committee member (Comp Committee consists of Carpenter-Chair, Solomon, Wilson) .
- Attendance: In 2024, each director attended at least 83% of Board meetings and 100% of their standing committee meetings; all directors attended the 2024 annual meeting .
- Meeting cadence: Board 6; Audit 5; Compensation 3; ESG 3 in 2024 .
- Board structure: 9 directors (8 independent, 89%); combined Chair/CEO structure with a strong Lead Independent Director (Carpenter) overseeing executive sessions, agendas, and shareholder liaison .
- Independence practices: Annual self-evaluation; executive sessions without management; prohibition on hedging; corporate governance guidelines posted .
Fixed Compensation
| Component | Policy Detail (Non-Employee Directors) | Amounts |
|---|---|---|
| Annual cash retainer | Base retainer for each non-employee director | $67,500 |
| Committee chair retainers | Audit $25,000; Compensation $20,000; ESG $15,000 | As applicable |
| Committee member retainers | Audit $10,000; Compensation $10,000; ESG $5,000 | As applicable |
| Lead Director | Additional annual cash retainer | $25,000 |
| Annual equity grant | RSUs, grant-date fair value | $200,000; vest upon grant, settle in shares on 1st anniversary |
| Darlene J.S. Solomon 2024 Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $77,500 |
| Stock Awards (grant-date fair value) | $199,953 |
| Total | $277,453 |
Notes: For 2024, her cash total aligns with $67,500 base + $10,000 Compensation Committee member retainer .
Performance Compensation
| Item | Disclosure |
|---|---|
| Director performance-linked pay | None; director equity is time-based RSUs that vest upon grant and convert to shares on the first anniversary; no PSU/option performance conditions for directors |
Other Directorships & Interlocks
| Company | Relationship to NOVT | Potential Interlock/Conflict |
|---|---|---|
| Materion Corporation | External board (since 2011) | No related-party transactions disclosed; Board maintains formal related party transaction approval policy |
- Related-party transactions: Policy covers transactions >$120,000; Audit Committee pre-approval/ratification required; no specific related-party transactions involving directors disclosed .
Expertise & Qualifications
- Technical depth: Long-tenured CTO; advanced materials/life sciences domain experience; strategic R&D and commercialization expertise .
- Education: Stanford (B.S. Chemistry); MIT (Ph.D. Inorganic Chemistry) .
- Recognitions: National Academy of Engineering; advisory roles in science/technology .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 2,937 shares (<1%) |
| Deferred Stock Units (fully vested) | 721 DSUs; convert upon departure from Board |
| RSUs outstanding (12/31/2024) | 1,217 RSUs (fully vested upon grant; settlement on first anniversary) |
| Ownership guidelines | 5x annual cash retainer; compliance required within 5 years; all directors in compliance as of 12/31/2024 |
Governance Assessment
- Board effectiveness: As a Comp Committee member, Solomon participates in overseeing executive pay design, performance goals, and payouts; Comp Committee uses an independent advisor (Aon) and conducts annual risk assessments, maintains clawback policy, bans hedging/pledging, and caps incentive payouts—solid governance practices supporting pay-for-performance .
- Independence and engagement: Independent status; strong attendance; active committee role; meets ownership guidelines—positive alignment with investors .
- Compensation alignment: Director pay mix balanced between fixed cash and time-based equity; annual RSU settlement schedule promotes ongoing alignment without short-term metric gaming; no meeting fees (retainer structure) reduces per-meeting bias .
- Potential conflicts/watch items:
- Combined Chair/CEO structure may heighten oversight demands; mitigated by Lead Independent Director responsibilities and executive sessions .
- External board at Materion (materials supplier industry) is adjacency rather than direct conflict; no related-party transactions disclosed; continue monitoring for any NOVT-Materion commercial dealings .
- RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions, low attendance, or director pay anomalies; policies explicitly prohibit hedging/pledging and provide clawback coverage .
Overall signal: Experienced technology/R&D leader with strong independence, committee engagement, and ownership alignment. Governance structures and policies around compensation, clawback, and anti-hedging/pledging reduce risk; continued vigilance warranted on combined Chair/CEO setup and any future interlocks.