Srinivas Vedula
ONTO INNOVATIONAbout Srinivas Vedula
Srinivas Vedula, Ph.D., is Senior Vice President, Customer Success at Onto Innovation, serving in this role since September 2021; he is 51 and holds a B.Tech (IIT Bombay) and Ph.D. in Chemical Engineering (University of Tennessee) . Onto delivered 2024 total revenue of $987 million (+21% YoY), GAAP diluted EPS of $4.06 (+65% YoY), and cash from operations of $246 million (+43% YoY), metrics that drive NEO pay for performance via corporate revenue and non-GAAP operating income and relative TSR PSUs . PSU design pays 0–200% based on relative TSR vs SOX peers with a negative TSR cap; recent PSU vest tranches (granted 2022 and 2023) paid at 200% on 121% and 146% TSRs (93rd and 90th percentiles), reinforcing strong alignment to shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Onto Innovation | VP, Business Development, Metrology BU | Oct 2019–Aug 2021 | Business development leadership for metrology |
| Nanometrics | VP, Global Sales | Dec 2017–Sep 2019 | Led global sales organization |
| Nanometrics | General Manager, Optical Metrology Solutions | Jan 2014–Nov 2017 | P&L/GM for optical metrology solutions |
| KLA Corporation | Director of Marketing and Applications | Jan 2009–Dec 2013 | Marketing/applications leadership; earlier roles in product marketing and applications engineering over 12 years |
External Roles
- No public company directorships disclosed in NEO biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $310,195 | $319,141 |
| All Other Compensation ($) | $9,996 | $5,930 |
| Base Salary Change Decisioning | 2023 target base set at $311,240 (+3% vs 2022 $302,175) per committee review | Base set/paid per committee process |
Performance Compensation
Annual Cash Incentive (MBO) Structure and Outcomes (2024)
- For NEOs without business unit alignment (all NEOs in 2024), cash bonus potential was composed of corporate goals (revenue and non-GAAP operating income) and personal performance goals; no business unit goals applied in 2024 .
- Corporate goal structure: Revenue (50% of corporate component) and Non-GAAP Operating Income (50% of corporate component) with threshold/target/max parametrics; personal goals are 30% of bonus with fixed target payout if achieved; a personal performance coefficient (0–115%) applies to non-CEO awards from 2024 .
| Metric | Weighting | Target | Actual | Payout % |
|---|---|---|---|---|
| Corporate Revenue | 50% of corporate component | $930.0M | $987.3M | 133% |
| Non-GAAP Operating Income | 50% of corporate component | $262.8M | $267.3M | 106% |
| Personal Performance Goals (Vedula) | 30% of total bonus potential | Fixed at target if achieved | Achieved | 66.7% personal score |
| Bonus Paid (Vedula) | — | — | — | $249,570 |
Equity Awards (Grants of Plan-Based Awards)
- Design: 50% PSUs (relative TSR vs SOX; assessed at 2 and 3 years; straight-line between percentiles; negative TSR cap; earned PSUs vest immediately upon earning), 50% RSUs (service-vest 33.3% annually over 3 years) .
- No option grants to NEOs in 2023 or 2024 .
| Grant Year | Grant Date | PSU Threshold (#) | PSU Target (#) | PSU Max (#) | RSU (#) | Grant Date Fair Value – PSUs ($) | Grant Date Fair Value – RSUs ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 3/1/2024 | 584 | 1,168 | 2,336 | 1,169 | $293,770 | $225,138 |
| 2023 | 2/14/2023 | 1,369 | 2,738 | 5,476 | 2,738 | $275,963 | $225,009 |
Stock Vested
| Year | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| 2024 | 4,240 | $778,433 |
| 2023 | 3,049 | $281,979 |
Equity Ownership & Alignment
- Stock ownership guidelines: Executive officers subject to Section 16 must hold Common Stock equal to 1x base salary within 5 years; unearned PSUs and unvested RSUs do not count; committee found all executive officers in material compliance as of Feb 2025 . Pledging, margining, short sales, derivatives, and hedging of Company stock are prohibited .
- Clawback: Company has a Dodd-Frank/NYSE compliant clawback policy for incentive compensation tied to financial reporting measures .
Beneficial Ownership (as of March 25, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Srinivas Vedula | 14,465 | <1% |
Outstanding Equity Awards (as of December 28, 2024)
| Grant Date | Unvested RSUs (#) | RSU Market Value ($) | Unearned PSUs at Target (#) | PSU Payout Value at Target ($) |
|---|---|---|---|---|
| 2/10/2022 | 544 | $92,839 | 816 | $139,259 |
| 2/14/2023 | 1,825 | $311,455 | 2,738 | $467,267 |
| 3/1/2024 | 1,169 | $199,502 | 1,168 | $199,331 |
- Market values based on $170.66 closing price on Dec 28, 2024 .
- No stock options outstanding .
Employment Terms
- Change-in-control provisions: Double trigger (CIC + qualifying termination within 12 months or 60 days pre-CIC) under Executive Change in Control Agreement; includes payment of earned base salary, unreimbursed expenses, accrued PTO, benefits under plans, earned but unpaid bonus, and indemnification rights . Non-compete and non-solicit restrictions apply during employment and for one year post-termination; all NEOs are subject to such agreements .
- Potential CIC termination payments (as of Dec 28, 2024): Cash severance (base salary) $320,578; Management Incentive Bonus $224,404; Accelerated Unvested Equity $1,409,652; Benefits continuation not applicable (—) .
- No retention bonus agreements for NEOs .
- No tax gross-ups on perquisites or severance; no SERP; pension and nonqualified deferred compensation not offered .
Compensation Structure Analysis
- Mix trends: Emphasis on performance-based LTI via PSUs tied to relative TSR; RSUs vest over 3 years; no stock options in 2023–2024, reducing optionality/strike repricing risk .
- Annual bonus rigor: Corporate targets set with thresholds and upside to 200% based on exceeding revenue and non-GAAP OI; 2024 introduced a personal performance coefficient (0–115%) to sharpen differentiation; Vedula’s personal score at 66.7% indicates calibrated payout below full target on personal goals .
- Ownership alignment and risk controls: Ownership requirements (1x salary), clawback policy, and strict anti-pledging/hedging policies mitigate misalignment and selling pressure risks .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 vote on 2023 compensation | 96.8% approval |
Investment Implications
- Pay-for-performance alignment: Vedula’s incentives are tightly linked to corporate revenue, non-GAAP operating income, and multi-year relative TSR, with recent PSU tranches vesting at maximum—creating upside leverage to sustained TSR outperformance .
- Retention risk appears mitigated: One-year non-compete/non-solicit, double-trigger CIC severance, and material compliance with stock ownership guidelines reduce near-term turnover risk; lack of pledging/hedging lowers misalignment concerns .
- Insider selling pressure: Service-based RSUs and high-performing PSUs generate periodic vest events (e.g., 4,240 shares, $778k vested value in 2024), but anti-pledging and ownership guidelines temper forced selling dynamics; monitor future Form 4s around PSU vestings for liquidity events .
- Execution catalysts: Corporate performance achieved above targets in 2024 (Revenue 133% payout; Non-GAAP OI 106%), and TSR-based PSU design maintains high sensitivity to market-relative performance, reinforcing shareholder value creation incentives .