Matthijs Glastra
NOVANTAAbout Matthijs Glastra
Matthijs Glastra, 56, has served as NOVT’s CEO since September 1, 2016 and Chair of the Board since May 13, 2021; he joined Novanta in 2012 (Group President) and became COO in February 2015. He holds an M.S. in Applied Physics (Delft University), an Advanced Engineering Degree (ESPCI Paris), and an MBA (INSEAD), and previously led Philips Entertainment Lighting (CEO, 2012) and Philips Lumileds (COO, 2007–2012) along with multiple leadership roles across Philips’ Healthcare, Semiconductor and Lighting divisions (1994–2007) . Under his leadership, NOVT delivered record 2024 revenue of $949.2M and adjusted EBITDA of $209.8M, up 7.7% and $13.6M respectively versus 2023, although organic revenue growth was -1.6% and consolidated net income declined to $64.1M . NOVT’s TSR since 2019 shows resilience but volatility, with 2024 at 172.74 vs 2019 base of 100 .
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| NOVT TSR (Indexed to $100) | 100.00 | 133.67 | 199.38 | 153.63 | 190.42 | 172.74 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novanta | CEO; Chair of the Board | CEO since 2016; Chair since 2021 | Led portfolio expansion, record revenue and EBITDA in 2024; strategic acquisitions (e.g., Motion Solutions) |
| Novanta | COO; Group President | 2015–2016; 2012–2015 | Operational leadership across segments; foundation for subsequent growth |
| Philips Entertainment Lighting | CEO | 2012 | Led business in entertainment lighting markets |
| Philips Lumileds | COO | 2007–2012 | Scaled LED components; global operations excellence |
| Philips Healthcare/Semiconductor/Lighting | GM and VP roles; Director of Corporate Strategy | 1994–2007 | P&L leadership; strategy formation across technology verticals |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDEX Corporation (NYSE: IEX) | Director | Current | Cross-industry insights into industrial technology and governance |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 730,703 | Paid salary (Summary Compensation Table) |
| 2023 | 784,391 | Paid salary |
| 2024 | 826,308 | Paid salary; base set at $836,000 effective April 1, 2024 |
Perquisites (2024): life insurance $6,875, disability insurance $25,990, defined contribution match $17,250, taxable fringe $680; total other comp $50,795 .
Performance Compensation
Annual Cash Incentive (SMIP)
| Item | Details |
|---|---|
| Target bonus (% of salary) | 150% (CEO) |
| 2024 metrics & weights | Adjusted EBITDA (70%), Organic Revenue Growth (30%) |
| Threshold/Target/Max | EBITDA: $201M / $224M / $246M; Organic Growth: 1.0% / 2.0% / 3.0%; payout 50%/100%/200% |
| 2024 actual | Adj. EBITDA $209.8M; Organic Revenue Growth -1.6%; blended payout 48.6% of target |
| Year | Target Bonus ($) | Actual Non-Equity Incentive Paid ($) |
|---|---|---|
| 2022 | Not disclosed (policy ≥100% of salary per agreement) | 1,853,358 |
| 2023 | 1,200,000 | 760,809 |
| 2024 | 1,254,000 | 609,731 |
Long-Term Incentives (Equity)
Structure: Mix of service-based stock options (3-year ratable vesting) and PSUs that cliff-vest after a 3-year period with dual financial metrics and an rTSR multiplier; payout range 0%–260% of target .
| Grant Year | Instrument | Grant Date | Target Shares (#) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | PSUs | 2/21/2024 | 29,337 | Cliff vest 1/1/2027 (3-year) | 50% Cumulative Revenue; 50% Cumulative Adjusted EBITDA; rTSR multiplier 1.0x–1.3x vs Russell 2000 |
| 2024 | Options | 2/21/2024 | 31,747; $157.48 strike | 1/3 each on 2/21/2025, 2/21/2026, 2/21/2027 | Service-based |
| 2023 | PSUs | 2/24/2023 | 26,799 | Cliff vest 1/1/2026 | 50% 3-yr Cumulative Revenue; 50% 3-yr Cumulative Adjusted EBITDA; rTSR 1.0x–1.3x |
| 2023 | Options | 2/24/2023 | 29,156; $156.72 strike | Equal tranches on 2/24/2024, 2/24/2025, 2/24/2026 | Service-based |
Historical PSU achievements:
- 2021 grant vested at 165% (TSR PSU) on 1/1/2024
- 2022 grant achievement for vesting 2025: 80% (TSR) and 88% (EPS), weighted average ~82%
| Year of Grant | Year of Vesting | Weighted Average PSU Payout |
|---|---|---|
| 2019 | 2022 | 100% |
| 2020 | 2023 | 142% |
| 2021 | 2024 | 165% |
| 2022 | 2025 | 82% |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total beneficial ownership | 195,991 shares; less than 1% of outstanding |
| Composition | Direct: 84,429 including 56,242 shares issuable via options within 60 days; Indirect: 95,869 in trusts; 15,693 in a grantor retained annuity trust |
| Stock ownership guidelines (CEO) | 3x base salary; all NEOs in compliance as of 12/31/2024; CEO value at 22.6x base pay |
| Anti-hedging/anti-pledging | Prohibits hedging and pledging of company stock; Insider Trading Policy enforced |
Key upcoming vesting/supply overhang:
| Award | Shares (CEO) | Next Vest Date(s) |
|---|---|---|
| 2021 OCF-PSUs | 21,703 total; 50% tranche vesting | 2/24/2025 and 2/24/2026 |
| 2023 PSUs (target) | 26,799 | 1/1/2026 |
| 2024 PSUs (target) | 29,337 | 1/1/2027 |
| 2023 Options (unexercisable at 12/31/2024) | 19,438 | 2/24/2025; 2/24/2026 |
| 2024 Options (unexercisable at 12/31/2024) | 31,747 | 2/21/2025; 2/21/2026; 2/21/2027 |
Employment Terms
| Term | CEO Employment Agreement Key Terms |
|---|---|
| Agreement | Amended & Restated CEO Employment Agreement (4/21/2017); evergreen annual auto-renewals |
| Minimum pay design | Base ≥ $515,000; target bonus ≥100% salary; annual equity award grant-date fair value ≥200% salary (with market benchmarking discretionary increases) |
| Non-compete / Non-solicit | Non-compete and non-solicit through 18 months post-termination; confidentiality indefinite |
| Clawback | Dodd-Frank/Nasdaq-compliant recoupment of incentive comp |
| Tax gross-ups | None; 280G “cutback” applies if beneficial |
Change-in-control and severance economics (as of hypothetical event on 12/31/2024):
| Scenario | Salary Continuation | Bonus | Equity Vesting | Health Benefits | Total ($) |
|---|---|---|---|---|---|
| Termination without cause / good reason | $1,254,000 (18 months) | $2,490,731 (incl. pro rata) | $10,068,888 (prorated vesting) | $27,788 (18 months) | $13,841,407 |
| Double-trigger CIC within 12 months | $1,672,000 (24 months) | $3,117,731 (incl. pro rata) | $15,778,184 (full acceleration incl. PSUs) | $37,051 (24 months) | $20,604,966 |
| Death / Disability | — | $609,731 (pro rata) | $15,104,163 (acceleration per terms) | — | $15,713,894 |
Board Governance
- Dual role: CEO and Chair; Board determined combination is optimal given Glastra’s deep company knowledge; robust independent oversight via Lead Independent Director (Lonny Carpenter) with agenda, information, and shareholder liaison authorities . Independent directors comprise 8 of 9 seats as of 2025 .
- Committees: Audit (Chair Frank Wilson), Compensation (Chair Lonny Carpenter), ESG (Chair Maxine Mauricio); all committee members independent .
- Meetings/attendance: 2024 Board met 6x; each director attended ≥83% of Board and 100% of committee meetings .
- Director pay: Employee-directors (e.g., Glastra) receive no Board compensation . Non-employee directors receive cash retainers and $200,000 RSU grants vesting on grant, settling at 1-year anniversary .
Compensation Peer Group and Say-On-Pay
- Peer group used for 2024 design includes Aspen Technology, Azenta, Cognex, CONMED, Globus Medical, Integra LifeSciences, IPG Photonics, Masimo, Mercury Systems, Merit Medical, MKS Instruments, National Instruments, Omnicell, Penumbra, QuidelOrtho, Teradyne, Repligen .
- Say-on-pay support: ~98% approval at 2024 meeting; company maintains annual say-on-pay cadence .
Performance Snapshot (Operating Context)
| Metric (USD millions) | 2023 | 2024 |
|---|---|---|
| Revenue | $881.7 | $949.2 |
| Adjusted EBITDA | $196.2 | $209.8 |
| Organic Revenue Growth | 1.3% | -1.6% |
| Operating Cash Flow | $120.1 | $158.5 |
| Consolidated Net Income | $72.9 | $64.1 |
Risk Indicators & Red Flags
- Alignment-positive: No option repricing, no excise tax gross-ups, double-trigger CIC, robust clawback, anti-hedging/anti-pledging, and stock ownership guidelines well exceeded by CEO .
- Governance mitigants: Lead Independent Director oversight and independent committees offset CEO+Chair dual-role concerns .
- 2024 SMIP payout reduction (48.6%) reflects negative organic growth; signals pay-for-performance integrity and possible macro softness in certain end markets .
Vesting Schedules and Potential Insider Selling Pressure
- Near-term vest events may create trading windows: 2021 OCF-PSUs tranches in Feb 2025/Feb 2026; 2023 PSUs on Jan 1, 2026; 2024 PSUs on Jan 1, 2027; options tranches in Feb 2025/Feb 2026/Feb 2027 .
- Insider policy prohibits hedging and pledging; sales, if any, subject to windows and policy controls .
Equity Ownership & Guidelines Compliance
- CEO beneficial ownership <1% of shares; includes significant direct and trust holdings and in-the-money/exercisable options within 60 days .
- CEO’s holdings valued at 22.6x base pay (as of 12/31/2024), well above guideline of 3x .
Employment & Contracts (Retention risk view)
- Evergreen term with competitive equity mix and meaningful severance/CIC protections lowers near-term departure risk; non-compete/non-solicit (18 months) strengthens retention incentives .
Investment Implications
- Strong alignment: High CEO share ownership vs guidelines, performance-tied PSUs (Revenue/EBITDA with relative TSR), and reduced cash payout in 2024 on under-target organic growth support pay-for-performance .
- Watch supply overhang: Significant PSU cliffs (2026/2027) and option tranches (2025/2026/2027) could create episodic selling pressure around vest dates; monitor Form 4s and 10b5-1 plans into Feb and Jan cliffs .
- Governance: CEO+Chair dual role is mitigated by an empowered Lead Independent Director and independent committees; high say-on-pay support suggests investor confidence in comp design .
- Performance trajectory: Record 2024 revenue/EBITDA and stronger cash flow are positives; organic contraction indicates mixed demand—PSU goals deemed “rigorous,” implying upside is contingent on execution and market normalization through 2026 .