David B. Miller
ONTO INNOVATIONAbout David B. Miller
David B. Miller (age 68) is an independent director of Onto Innovation, serving since July 2015 with a recorded board tenure of 9.7 years as of the 2025 proxy record date . He is the former President of DuPont Electronics & Communications and previously served as Rudolph’s non-executive Chairperson from August 2018 through the October 25, 2019 merger forming Onto Innovation . Miller holds a B.S. in Electrical Engineering from the University of Virginia and brings over 40 years of electronics industry experience with global P&L, technology oversight, and investor relations credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont Electronics & Communications | President; prior roles since 1981 | 1981–2015 | Oversight of technology advancement, complex transactions, P&L, investor relations; substantial international experience |
| Rudolph Technologies, Inc. | Non-Executive Chairperson | Aug 2018–Oct 25, 2019 | Led board pre-merger; governance continuity through merger date |
| University of Virginia School of Engineering & Applied Science Foundation | President | 2016–2018 | Academic foundation leadership; fundraising/strategic oversight |
| SEMI (Semiconductor Equipment and Materials International) | Director | 2011–2015 | Industry association governance; global industry engagement |
| North Carolina Chamber of Commerce | Director | 2010–2015 | State business advocacy; policy engagement |
| U.S. & Asia electronics JV boards | Director | Various years | Cross-border joint ventures; international governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Merrimac Industries, Inc. | Director (public company) | 2002–2008 | Only disclosed public board; historical; no current interlocks noted |
| University of Virginia SEAS Foundation | President | 2016–2018 | Non-profit academic governance |
| SEMI | Director | 2011–2015 | Industry body role |
| North Carolina Chamber of Commerce | Director | 2010–2015 | Business association |
Board Governance
- Independence: Affirmatively determined independent under NYSE/SEC standards .
- Chair/Lead Independent: Board has an independent Chair (Christopher A. Seams); CEO and Chair roles separated .
- Committees and chair roles:
- Nominating & Governance Committee Chair (effective May 2024) ; current member list includes Miller as chair .
- Compensation Committee member .
- M&A Committee member; formerly M&A Committee Chair until May 2024 .
- Attendance/Engagement:
- Board held 6 meetings in 2024; 4 executive sessions of independent directors .
- Each incumbent director attended at least 93% of aggregate Board and committee meetings in 2024 .
- Committee activity levels (2024):
- Nominating & Governance: 5 meetings .
- Compensation: 5 meetings .
- M&A: 5 meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $70,000 | Paid quarterly starting May 2024 (Mar 1, Jun 1, Sep 1, Dec 1) |
| Committee Chair Stipends | Audit: $25,000; Compensation: $20,000; Nominating & Governance: $10,000; M&A: $5,000 | Applies if serving as chair; Miller is N&G Chair (eligible $10,000) |
| Committee Member Stipends | Audit: $10,000; Compensation: $7,500; Nominating & Governance: $5,000; M&A: $2,500 | Applies for non-chair service |
| Non-Executive Chair Stipend | $55,000 | Not applicable to Miller; Board Chair is Seams |
| Annual Equity Grant (RSUs) | $185,000 fair value | Granted around Annual Meeting; shares determined by closing price |
| Initial Equity Grant (RSUs) | $185,000 fair value (prorated) | For new directors; not applicable to Miller in 2024 |
| Vesting | RSUs typically vest on first anniversary | Granted under 2020 Stock Plan |
| 2024 Actual Compensation (Director) | Fees Earned/Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| David B. Miller | $67,500 | $185,156 | $252,656 |
Notes:
- 2024 cash fees reflect only three quarterly payments due to the schedule change; future years will reflect four payments .
Performance Compensation
| Performance-linked element | Metric | Terms |
|---|---|---|
| None for non-employee directors | N/A | Director equity is time-based RSUs (no PSU/options) with 1-year vest; no performance metrics disclosed for director pay |
Company-wide performance programs (for context, not director pay):
- Executive PSUs earn based on relative TSR vs PHLX SOX over two- and three-year periods; thresholds: 25th percentile=50% payout; 55th=100%; 80th=200%; negative TSR cap to target . Say-on-pay support in 2024 was 96.8% for 2023 NEO pay program .
Other Directorships & Interlocks
| Company/Body | Role | Potential Interlock/Conflict |
|---|---|---|
| Merrimac Industries, Inc. (2002–2008) | Director | No ONTO-disclosed supplier/customer/competitor interlock; historical |
| SEMI; NC Chamber; UVA Foundation | Director/President | Industry/non-profit roles; no related-party transactions disclosed |
Expertise & Qualifications
- Background: 40+ years in electronics industry; prior DuPont divisional President with technology, P&L, IR oversight and extensive international board experience .
- Education: B.S. Electrical Engineering, University of Virginia .
- Board-relevant skills: Technology advancement, strategic planning, complex transactions, market expertise; considered independent and qualified by ONTO’s Nominating & Governance Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Outstanding (as of 12/28/2024) | Pledged/Hedged |
|---|---|---|---|---|
| David B. Miller | 9,817 | <1% | 809 RSUs | Company prohibits pledging/hedging; policy in place |
- Ownership guidelines: Directors must hold ONTO stock equal to 3x annual retainer; compliance reviewed annually; all directors were in compliance as of Feb 2025 .
- Equity plan capacity: 409,300 shares issuable upon vesting of RSUs; 3,655,406 shares remaining available under equity plans as of 12/28/2024 .
Governance Assessment
- Board effectiveness: Miller chairs Nominating & Governance (succession, evaluation, governance policies) and serves on Compensation and M&A; this positioning supports oversight of board refresh, pay policy, and strategic transactions .
- Independence and attendance: Independent; 2024 attendance by all incumbents ≥93%, with six board meetings and four independent executive sessions—indicative of engagement .
- Pay and alignment: Director pay mix is balanced cash/equity with $185k RSUs vesting after one year; stock ownership guideline (3x retainer) and anti-hedging/anti-pledging policies strengthen alignment; Miller’s 2024 total director pay $252,656 .
- Conflicts/related-party: No related person transactions involving directors in the covered period; Audit Committee reviews any such transactions per policy .
- Compensation governance: Compensation Committee independent; uses an independent consultant (Compensia) with no conflicts; robust clawback and double-trigger CIC for executives; no tax gross-ups or poison pill—shareholder-friendly posture .
- Signals: High say-on-pay support (96.8%) suggests investor confidence in pay governance; ongoing committee charter reviews and policy updates executed in the past year .
RED FLAGS
- None disclosed related to attendance, related-party transactions, pledging/hedging, tax gross-ups, or option repricing for directors .