Michael P. Plisinski
ONTO INNOVATIONAbout Michael P. Plisinski
Michael P. Plisinski, age 55, is CEO of Onto Innovation and a director (non‑independent). He became CEO at the 2019 merger of Rudolph Technologies and Nanometrics and has served as a director since 2015. He holds a B.S. in Computer Science (UMass) and completed Harvard Business School’s Advanced Management Program . In 2024, Onto delivered revenue of $987.3M (+21% YoY), cash from operations of $246M (+43%), and GAAP diluted EPS of $4.06 (+65%), supporting pay‑for‑performance alignment in the annual plan . TSR-based PSUs realized maximum (200%) vesting for the 2023 first tranche (2-year TSR 146%, 90th percentile SOX) and 2022 second tranche (3-year TSR 121%, 93rd percentile SOX) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Onto Innovation (post-merger) | Chief Executive Officer | Oct 2019–present | CEO since merger of Nanometrics and Rudolph |
| Rudolph Technologies | Chief Executive Officer | Nov 2015–Oct 2019 | Led company into 2019 merger |
| Rudolph Technologies | EVP & COO | Oct 2014–Nov 2015 | Senior operating leadership |
| Rudolph Technologies | VP & GM, Data Analysis & Review BU | Feb 2006–Oct 2014 | Business unit leadership |
| August Technology | VP of Engineering | Feb 2004–Feb 2006 | Engineering leadership; company later acquired by Rudolph |
| Counterpoint Solutions | Founder & President | Jun 1999–Jul 2003 | Founded supplier of optical review/automated metrology equipment |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cognizer.AI | Director | Aug 2020–present | AI/NLP software company board service |
| Massachusetts High Technology Council | Director | May 2022–present | Industry council board service |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $634,751 | $692,718 | $729,615; 2024 base set at $735,000 |
| Target Annual Bonus (% of Salary) | — | — | 110% |
| Non-Equity Incentive Paid ($) | $697,044 | $624,741 | $920,073 |
| Stock Awards Grant-Date FV ($) | $3,977,905 | $4,327,136 | $5,303,695 |
| All Other Compensation ($) | $3,601 | $1,433 | $8,383 |
Performance Compensation
Annual Cash Incentive (2024 structure and results)
| Component | Weighting | Threshold (50%) | Target (100%) | Max (200%) | 2024 Target | 2024 Actual | 2024 Payout % |
|---|---|---|---|---|---|---|---|
| Corporate Revenue | 70% (CEO corporate component; personal 30%) | 80% of target | 100% of target | 120% of target | $930.0M | $987.3M | 133% |
| Corporate Non‑GAAP Operating Income | 70% (CEO corporate component; personal 30%) | 70% of target | 100% of target | 130% of target | $262.8M | $267.3M | 106% |
| Personal Goals (CEO) | 30% of bonus | — | fixed at target if achieved | — | — | 100.0% personal score | Target achieved |
Notes:
- No business unit component applied to 2024 NEO bonuses; CEO’s personal performance score was 100% .
- Non‑GAAP to GAAP reconciliation provided: GAAP operating income $187.1M, plus adjustments to $267.3M non‑GAAP .
2024 Long‑Term Equity Awards (granted 3/1/2024)
| Award Type | Grant Date | Shares/Units | Vesting / Performance | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSUs (Relative TSR vs SOX) | 3/1/2024 | Target 11,942 (range 0–23,884) | 50% measured over 2 years; 50% over 3 years; 25th pct=50% earn; 55th=100%; 80th=200%; negative TSR cap at target | $3,003,592 |
| RSUs (Service-based) | 3/1/2024 | 11,943 | 1/3 per year over 3 years | $2,300,102 |
Recent PSU outcomes:
- 2023 grant first tranche (2‑yr): TSR 146%, 90th percentile SOX → 200% earned (vested Feb 2025) .
- 2022 grant second tranche (3‑yr): TSR 121%, 93rd percentile SOX → 200% earned (vested Feb 2025) .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (CEO) | 148,103 shares; less than 1% of outstanding |
| Shares Outstanding (3/25/2025) | 48,836,509 |
| CEO Ownership as % of Outstanding | ~0.30% (148,103 / 48,836,509; calc from ) |
| Unvested RSUs at FY‑end 2024 | 6,349 (2/10/2022 grant; $1,083,520 value), 15,766 (2/14/2023; $2,690,626), 11,943 (3/4/2024; $2,038,192) |
| Unearned PSUs at Target (FY‑end 2024) | 9,524 (2/10/2022; $1,625,366), 23,649 (2/14/2023; $4,035,938), 11,942 (3/4/2024; $2,038,022) |
| Stock Vested in 2024 (CEO) | 66,396 shares vested; realized value $11,392,350 |
| Stock Ownership Guidelines | CEO: 3x base salary within 5 years; all executives/directors in material compliance as of Feb 2025 |
| Pledging/Hedging | Prohibited by policy (no pledging, margining, short sales, or hedging) |
| Clawback Policy | SEC/NYSE-compliant recovery of excess incentive comp on accounting restatement |
Employment Terms
| Scenario (as of 12/28/2024) | Cash Severance | Bonus | Equity Acceleration (Value) | Benefits Continuation |
|---|---|---|---|---|
| Termination by Company without Cause | 2x salary = $1,470,000; paid over 24 months | — | $6,751,651 (eligible portions per agreement) | Up to $53,093 COBRA co‑pay (18 months) |
| Resignation for Good Reason | 2x salary = $1,470,000; paid over 24 months | — | $6,751,651 | Up to $53,093 COBRA co‑pay |
| Death | 3 months’ salary = $183,750 | Prorated; shown as $920,073 (1x 2024 bonus) | $13,511,664 (incl. terms for awards vesting within 12 months; PSUs based on actual for periods completed within 12 months) | $17,698 |
| Disability | Salary through end of month | Prorated; shown as $920,073 (1x 2024 bonus) | $6,751,651 | $17,698 |
| Change in Control (within 18 months) + Qualifying Termination | 2x (salary + target bonus) = $1,470,000 + $1,617,000; paid over 24 months | Pro rata annual bonus | Immediate vesting of all unvested options/RSUs; PSUs at target; total shown $13,511,664 | Up to $53,093 COBRA co‑pay |
Restrictive covenants:
- Non‑compete: 1 year post‑employment; Non‑solicit: 2 years post‑employment (CEO) .
Board Governance and Service
| Attribute | Detail |
|---|---|
| Director Since | November 2015 |
| Independence | Non‑independent (CEO) |
| Committee Roles | None |
| Board Leadership | Independent Chair (Christopher A. Seams); CEO and Chair roles separated |
| Board Independence | 86% independent; 7 directors expected post‑meeting |
| Board/Committee Attendance (2024) | Each incumbent director ≥93% attendance; 6 Board meetings; 4 executive sessions of independent directors |
| Employee Directors’ Board Pay | Employee directors receive no director compensation |
Director Compensation (context for board service)
- Non‑employee directors receive a $70,000 cash retainer and ~$185,000 in annual RSUs; employee directors (including the CEO) receive no additional board pay .
Compensation Structure and Governance Highlights
- Pay mix emphasizes at‑risk compensation: annual MBO plan tied to revenue and non‑GAAP operating income; long‑term PSUs based on relative TSR versus SOX; RSUs vest over 3 years .
- 2024 enhancement: personal performance coefficient (0–115%) added for executives (excluding CEO), strengthening differentiation; CEO had a 100% personal score in 2024 .
- No tax gross‑ups; double‑trigger change‑in‑control protection; anti‑hedging/pledging; formal grant date policy; clawback policy compliant with SEC/NYSE rules .
- Compensation committee comprised solely of independent directors; engaged independent consultant (Compensia) with no conflicts; no committee interlocks .
Performance & Track Record
- 2024 operating execution: Revenue $987.3M (+21% YoY), GAAP diluted EPS $4.06 (+65% YoY), cash from operations $246M (+43% YoY) .
- Incentive alignment: Corporate revenue and non‑GAAP operating income exceeded 2024 targets (payouts 133% and 106% respectively), with CEO personal goals achieved (100%) .
- TSR outcomes: 2023 PSU first tranche and 2022 PSU second tranche both paid at 200% based on 90th/93rd percentile relative TSR, indicating strong multi‑year shareholder value creation .
- Say‑on‑pay: 96.8% approval for prior year’s compensation program (2024 vote on 2023 pay) .
Compensation Peer Group (for benchmarking)
Peer set includes semiconductor capital equipment and related tech firms (e.g., AEIS, ACLS, COHR, FORM, Lattice, MACOM, Rambus, Veeco, etc.). Committee reviews but does not target fixed percentiles; uses judgment across base, annual, and long‑term incentives .
Equity Overhang and Vesting Calendar Signals
- As of FY‑end 2024, unvested CEO RSUs total 34,058 across 2022–2024 grants; target PSUs total 45,115 pending performance. These represent potential future supply upon vesting (subject to performance for PSUs) .
- 2024 vestings were sizable (66,396 shares realized, $11.39M); monitor Form 4s around March 1 vest dates for net share dispositions and tax‑withhold selling dynamics .
Employment Terms (Economics and Protections)
- Retention/termination: 2x salary for non‑CIC termination without cause/good reason; under CIC with qualifying termination, 2x salary+target bonus, pro‑rata bonus, and full acceleration (PSUs at target) .
- Non‑compete (1 year) and non‑solicit (2 years) mitigate immediate flight risk but may limit post‑employment options, enhancing stay incentives .
Investment Implications
- Pay‑for‑performance is strong: Above‑target 2024 corporate goal achievement and 200% relative‑TSR PSU payouts tie realized pay to results, while no hedging/pledging and robust stock ownership guidelines support alignment .
- Vesting overhang is meaningful (FY‑end unvested RSUs/PSUs plus recurring annual grants). Track seasonal vesting (around March 1) and subsequent Form 4s for potential selling pressure; policy prohibits pledging, lowering forced‑sale risk .
- Change‑in‑control terms (double trigger; full equity acceleration at target) are standard but create higher deal‑related dilution; however, they also support objectivity in strategic transactions .
- Governance mitigates dual‑role risk: independent Chair, majority‑independent board, executive sessions, and high say‑on‑pay support .
No related‑party transactions, no tax gross‑ups, and no option repricings were disclosed—limiting governance red flags .