May Su
ONTO INNOVATIONAbout May Su
Independent director of Onto Innovation since March 2022; age 67. Su is a semiconductor capital equipment veteran with 40+ years of operating leadership, including CEO of Kateeva (2020–2022), and senior roles at Brooks Automation, Crossing Automation (acq. by Brooks), Nova Measuring Instruments, Aviza, New-Wave Research, KLA-Tencor, and Lam Research. Education: B.S. Mechanical Engineering (Cornell), M.S. Mechanical Engineering (UC Berkeley), MBA (Santa Clara University, Leavey). She also serves on the board of Applied Engineering, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kateeva, Inc. | Chief Executive Officer | Mar 2020 – Oct 2022 | Led operations in inkjet deposition equipment; board director (2020–2022) |
| Kateeva, Inc. | Chief Marketing Officer; SVP Sales | CMO Jan 2018–May 2019; SVP Sales May 2019–Mar 2020 | Drove commercial strategy and sales execution |
| Brooks Automation, Inc. | VP Strategic Marketing; VP Strategic OEM Sales | 2012 – 2016 | Strategic positioning and OEM relationships |
| Crossing Automation Inc. | VP & GM | 2009 – 2012 | Fab/tool automation; company acquired by Brooks in 2012 |
| Nova Measuring Instruments | President, U.S. & European Field Operations | Prior to Crossing; years not specified | Metrology field operations leadership |
| Aviza Technology; New-Wave Research; KLA-Tencor; Lam Research | Senior management roles | Prior years, not specified | Various senior roles across semiconductor equipment |
| Independent consultant | Consultant | 2016 – 2018 | Strategic advisory |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Applied Engineering, Inc. | Director | Current (as disclosed) |
| Kateeva, Inc. | Director | 2020 – 2022 |
Board Governance
- Committee assignments: Compensation Committee (Chair); Nominating & Governance Committee (member) .
- Independence: Board-determined independent director under NYSE/SEC standards .
- Attendance: In 2024, each incumbent director attended at least 93% of Board and applicable committee meetings; Board met six times with four executive sessions of independent directors .
- Committee activity (2024): Audit Committee 10 meetings; Compensation Committee 5; Nominating & Governance 5; M&A 5 .
Fixed Compensation
| Element | Standard Policy Amount | Frequency/Notes |
|---|---|---|
| Annual Board Retainer (cash) | $70,000 | Paid quarterly beginning May 2024 (Mar 1, Jun 1, Sep 1, Dec 1) |
| Committee Chair Stipend – Compensation | $20,000 | Annual |
| Committee Member – Nominating & Governance | $5,000 | Annual |
| Annual Equity Grant (RSUs) | $185,000 | Granted at/near Annual Meeting; shares = $ amount ÷ closing price |
| Initial Equity Grant (RSUs) | $185,000 | Prorated based on quarters to next annual grant; typical 1-year vest |
2024 actual compensation for May Su:
| Name | Fees Earned/Paid in Cash | Stock Awards (grant-date fair value) | Total |
|---|---|---|---|
| May Su | $71,250 | $185,156 | $256,406 |
Notes:
- 2024 cash reflects three quarterly payments due to schedule change in May 2024; future periods will reflect four payments .
Performance Compensation
| Equity Component | Grant Details | Outstanding | Vesting |
|---|---|---|---|
| Annual RSU grant (2024) | $185,156 grant-date fair value | 809 RSUs outstanding as of 12/28/2024 | Director equity awards typically vest on 1st anniversary of grant |
| Annual RSU grant (2025) | 2,114 shares awarded 5/21/2025 (Form 4) | Post-transaction ownership 7,223 shares (common) | Not specified in Form 4; company policy typically 1-year vest |
No director options or performance share units are disclosed; director equity is RSU-based with time-based vesting; no non-equity incentive plan compensation or pensions for directors in 2024 .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Kateeva, Inc. | Semiconductor equipment | Director (2020–2022) | Industry adjacency; no related party transactions disclosed by ONTO |
| Applied Engineering, Inc. | High-tech contract manufacturing | Director (current) | No related party transactions disclosed by ONTO |
Compensation Committee interlocks: None; all Compensation Committee members were independent and had no Item 404 relationships in 2024 .
Expertise & Qualifications
- 40+ years in semiconductor capital equipment; CEO, GM, sales/marketing, field operations across multiple leading equipment companies .
- Mechanical engineering degrees (Cornell, UC Berkeley) and MBA (Santa Clara) .
- International and financial experience highlighted in Board qualifications .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Date |
|---|---|---|---|
| May Su | 5,109 | <1% | Mar 25, 2025 |
| May Su (post 2025 grant) | 7,223 common (post-award) | <1% (not calculated) | May 21, 2025 |
Stock ownership guidelines for directors: 3× annual cash retainer; compliance reviewed annually; all directors were in compliance as of Feb 2025 . Anti-hedging, anti-short sale, anti-pledging policies apply to directors .
Insider Trades (Form 4)
| Transaction Date | Type | Shares Transacted | Ownership After | SEC Link |
|---|---|---|---|---|
| 2022-05-10 | Award (A) | 2,100 | 2,100 | https://www.sec.gov/Archives/edgar/data/704532/000140768222000051/0001407682-22-000051-index.htm |
| 2023-05-09 | Award (A) | 2,200 | 4,300 | https://www.sec.gov/Archives/edgar/data/704532/000125781523000050/0001257815-23-000050-index.htm |
| 2024-05-22 | Award (A) | 809 | 5,109 | https://www.sec.gov/Archives/edgar/data/704532/000202285924000019/0002022859-24-000019-index.htm |
| 2025-05-21 | Award (A) | 2,114 | 7,223 | https://www.sec.gov/Archives/edgar/data/704532/000202285925000063/0002022859-25-000063-index.htm |
Source: Insider-trades skill; records reflect Form 4 filings and post-transaction ownership.
Governance Assessment
- Board effectiveness: Su chairs Compensation and sits on Nominating & Governance, aligning with her operating and human capital expertise. Committee independence and use of an independent compensation consultant (Compensia) support robust pay governance .
- Independence and engagement: Independent under NYSE/SEC; 2024 attendance ≥93% across Board/committees; regular executive sessions indicate healthy independent oversight .
- Pay alignment: Director pay mix is cash + RSUs with annual $185k equity and moderate cash retainers/committee fees; no options or performance cash, reinforcing long-term alignment .
- Ownership alignment: Complies with 3× retainer ownership guideline; anti-hedging/pledging policies in place; ongoing RSU grants increase skin-in-the-game .
- Conflicts/related parties: Company reports no related person transactions during the period; Compensation Committee interlocks/related party disclosures are clean—no red flags .
RED FLAGS
- None disclosed: no related party transactions, no hedging/pledging, no attendance issues, and independent committee leadership .
Additional Board/Policy Context
- Annual say-on-pay held; Board recommends “FOR” each year, reflecting commitment to pay-for-performance principles for executives (useful context for Comp Committee leadership) .
- Audit Committee pre-approves all audit/non-audit services; two Audit Committee financial experts designated—reinforces financial oversight strength .