Mark R. Slicer
ONTO INNOVATIONAbout Mark R. Slicer
Mark R. Slicer is Chief Financial Officer of Onto Innovation, serving since May 17, 2022. He is a CPA (Massachusetts) with a B.S. in Accounting from Providence College, and previously held senior finance roles at Boston Scientific (SVP & Global Operations Controller; SVP & Corporate Controller), GE/GE Healthcare, and PwC . As of April 2024 he was age 53 . Company performance during his tenure showed revenue rising to $987.3M in 2024 (from $815.9M in 2023) and TSR improving to a $355.84 value of a $100 investment (company-defined), with non-GAAP operating income used as a key compensation metric .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boston Scientific | SVP & Global Operations Controller | Sep 2019–May 2022 | Oversaw ~$3B global manufacturing/distribution, focused on supply chain improvements and gross margin expansion . |
| Boston Scientific | SVP & Corporate Controller | Feb 2014–Sep 2019 | Led 500+ global finance team managing ~$10B revenue . |
| Boston Scientific | Finance/Internal Audit roles | Feb 2008–Feb 2014 | Progressively senior finance leadership . |
| GE / GE Healthcare | Various finance roles | Pre-2008 | Corporate finance experience . |
| PricewaterhouseCoopers | Senior Manager, Audit & Assurance | Early career | Audit experience for large global divisions (e.g., IBM) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in company filings | — | — | — |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $275,192 | $461,942 | $463,500 |
| Target Bonus % of Salary | 70% | 70% | 70% |
| Actual Annual Cash Incentive Paid | $240,334 | $237,287 | $336,779 |
| All Other Compensation | $5,652 | $10,590 | $7,530 |
Notes:
- 2023 salary reflects annual level after initial 2022 onboarding; 2024 salary unchanged from 2023 .
- Perquisites are limited (tax prep, airline club) and under $10,000; 401(k) match included in All Other Compensation .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Structure |
|---|---|---|---|---|---|---|
| Annual Incentive (Corporate) | Revenue | 50% | $930.0M | $987.3M | 133% | Cash, paid after audit . |
| Annual Incentive (Corporate) | Non-GAAP Operating Income | 50% | $262.8M | $267.3M | 106% | Cash, paid after audit . |
| Personal Goals | Individual goals | 30% of plan design; payout contingent on corporate threshold | Target fixed if achieved | Slicer personal score 66.7% | Applied via personal performance coefficient (0–115%) | Incorporated into cash award . |
| 2024 Long-Term Equity – PSUs | Relative TSR vs SOX | 50% of equity grant | 2,077 target PSUs | Earned on TSR percentile: 25th=50%, 55th=100%, 80th=200% | Straight-line between thresholds | 50% assessed at 2 years (2026) and 50% at 3 years (2027); earned PSUs vest upon earning; negative TSR capped at target . |
| 2024 Long-Term Equity – RSUs | Service-vesting | 50% of equity grant | 2,077 RSUs | N/A (time-based) | N/A | 33.3% per year over 3 years (2025/2026/2027) . |
Additional facts:
- Slicer’s 2024 non-equity incentive paid: $336,779 .
- 2024 grant date fair value: PSUs $522,393; RSUs $400,009 .
- Company’s PSU tranches from prior cycles vested at 200% in Feb 2025 and Feb 2025 for the 2023 and 2022 award tranches, respectively (company-level disclosure) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of Mar 25, 2024) | 5,312 shares; <1% of outstanding . |
| Stock Ownership Guidelines (Execs) | Minimum hold = 1x current base salary; compliance reviewed annually . |
| Compliance Status | All execs/directors in material compliance as of Feb 2025 . |
| Anti-Hedging/Anti-Pledging | Hedging, short sales, margining, pledging prohibited . |
| Stock Vested in 2024 | 5,796 shares vested; value realized $1,218,667 . |
| Outstanding Unvested at FY2024 | RSUs: 2,077 (3/1/2024 grant); 3,042 (2/14/2023 grant); 4,273 (5/17/2022 grant). PSUs (at target): 2,077 (3/1/2024); 4,563 (2/14/2023) . |
| Market Value Basis | $170.66 per share on Dec 28, 2024 (used for outstanding award valuations) . |
Employment Terms
| Term | Details |
|---|---|
| Start Date | Appointed CFO effective May 17, 2022 . |
| Initial Offer Economics | Base salary $450,000; target bonus 70%; one-time RSU grant $1,000,000 (3-year ratable vest); expected annual grant in 2023 ~$750,000 (50% RSUs/50% PSUs); $150,000 sign-on bonus with payback if departure within 12–24 months . |
| Non-Compete/Non-Solicit | In effect during employment; generally one year post-termination (for execs) . |
| Severance – Change-in-Control (Double Trigger) | If terminated without cause or resigns for good reason within 12 months post-CIC: 12 months base salary, 100% target annual bonus, accelerated vesting of all unvested RSUs and PSUs (PSUs at target if performance not yet measured), and up to 12 months health benefits continuation . |
| CIC Severance Illustrative Values (as of 12/28/2024) | Cash severance (base): $463,500; Target bonus: $324,450; Accelerated unvested equity: $2,736,021; Benefits continuation: $35,395 . |
| Clawback | Mandatory recoupment policy consistent with SEC and NYSE; covers incentive comp over last 3 fiscal years for specified restatements . |
| Tax Gross-Ups | Company discloses “No Tax Gross-Up Provisions” for perquisites or severance-related CIC . |
Compensation Structure Notes (Program Design and Peer Benchmarking)
- Pay mix emphasizes at-risk pay via annual MBO bonus and long-term PSUs/RSUs; annual goals tied to revenue and non-GAAP operating income with explicit thresholds and upside caps .
- Relative TSR PSUs benchmarked to SOX constituents with straight-line payout between percentile thresholds and negative TSR cap .
- The Compensation Committee uses a balanced approach without rigid percentiles; peer groups include semiconductor capital equipment/tech companies (e.g., 2024 peer group included Advanced Energy, Allegro MicroSystems, Axcelis, Cognex, Cohu, FormFactor, Lattice, MACOM, MaxLinear, Novanta, Photronics, Power Integrations, Rambus, Rogers, Silicon Labs, Synaptics, Ultra Clean, Veeco) . Committee engages independent consultant Compensia .
- 2024 say-on-pay support was 96.8%, and the committee maintained design consistency with added personal performance coefficient .
Multi-Year Compensation & Equity Grants
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (Grant Date Fair Value) | $1,000,038 | $834,971 | $922,402 |
| 2024 Plan-Based RSU Grant (Shares) | — | — | 2,077 |
| 2024 Plan-Based PSU Target (Shares) | — | — | 2,077 |
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Revenue (USD thousands) | $1,005,183 | $815,868 | $987,321 |
| Net Income (USD thousands) | $223,334 | $121,159 | $201,670 |
| Total Shareholder Return – Company (Value of $100) | $86.27 | $318.23 | $355.84 |
Context: Annual corporate goals for incentive plans were set above industry projections; 2024 payouts reflected exceeding revenue target and modestly exceeding non-GAAP operating income target .
Equity Vesting Schedules and Upcoming Milestones
- RSUs vest 33.3% annually over three years on grant anniversary; Slicer’s RSUs from 3/1/2024 and 2/14/2023 will vest across 2025–2027 and 2024–2026, respectively; his 5/17/2022 RSUs vest across 2023–2025 .
- PSUs from 2024 are assessed in 2026 and 2027 on relative TSR vs SOX; earned PSUs vest upon earning, subject to negative TSR cap at target .
Risk Indicators & Governance
- Anti-hedging/short sale/pledging policies in effect; no pledging permitted .
- Clawback policy compliant with SEC/NYSE standards .
- No tax gross-ups; double-trigger CIC provisions for executives .
Compensation Peer Group and Say-on-Pay
- Peer group used for benchmarking executive pay decisions; broad tech/semi-cap equipment comparables; committee does not target rigid percentiles .
- Say-on-pay approval: 96.8% in 2024 for prior-year compensation structure .
Investment Implications
- Alignment: Strong pay-for-performance design—annual incentives tied to revenue and non-GAAP operating income; long-term PSUs tied to relative TSR with negative TSR cap—supports shareholder alignment and reduces windfalls .
- Retention risk: Significant unvested RSUs/PSUs outstanding and double-trigger CIC protection (12 months base + 100% target bonus + full acceleration) point to stable retention incentives; non-compete/non-solicit covenants further mitigate turnover risk .
- Selling pressure: 2024 vesting created ~$1.22M of realizable value for Slicer; while taxes may be withheld on vest, anti-hedging/pledging policies limit leverage-related selling and risk-taking .
- Governance: No tax gross-ups, strict insider trading policies, and an enforceable clawback framework reduce shareholder-unfriendly practices; high say-on-pay support (96.8%) indicates investor acceptance of the pay program .