Stephen D. Kelley
ONTO INNOVATIONAbout Stephen D. Kelley
Stephen D. Kelley, age 62, has served as an independent director of Onto Innovation since January 2023, sitting on the Audit and Compensation Committees . He brings over 30 years of semiconductor leadership, including CEO roles and senior operating positions, with a B.S. in Chemical Engineering (MIT) and a J.D. (Santa Clara University) . Board tenure on Onto is ~2.2 years as of the 2025 record date; Onto’s Board determined he is independent under NYSE/SEC rules and each incumbent director attended at least 93% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advanced Energy Industries, Inc. | President & CEO | Mar 2021 – Present | Leads power delivery systems provider for wafer fab equipment; deep OEM/customer insight |
| Amkor Technology, Inc. | President & CEO | May 2013 – Jun 2020 | Led major semiconductor packaging/test firm; extensive operations experience |
| Advanced Technology Investment Company | Senior Advisor | Jun – Nov 2012 | Abu Dhabi-sponsored owner of GlobalFoundries at the time; strategy advisory |
| Cree, Inc. | EVP & COO | 2008 – 2011 | Operations leadership in semiconductor materials/devices |
| Texas Instruments; Philips Semiconductors | Executive roles | Various years | Executive leadership roles; industry breadth |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advanced Energy Industries, Inc. | Director (Other public company board) | Since Mar 2021 | Listed in Onto proxy as current public company board service |
| Amkor Technology, Inc. | Director (Other public company board) | 2013 – 2020 | Prior public company board service |
Board Governance
- Independent Board Chair (Christopher A. Seams); CEO and Chair roles are separated; independent directors held four executive sessions in 2024 .
- Independence: Onto determined Kelley is independent; in 2024, no relationships were deemed to impair independence for any independent director .
- Attendance: In 2024 each incumbent director attended at least 93% of Board/committee meetings on which they served; Board met six times .
| Committee | Kelley Role | Meetings Held (2024) | Notes |
|---|---|---|---|
| Audit | Member | 10 | Assists oversight of financial reporting, internal controls, related party transactions, cybersecurity risk |
| Compensation | Member | 5 | Oversees officer pay, non-employee director pay, equity plans; independent consultant engaged (Compensia) |
Fixed Compensation
| Element (Non-Employee Directors) | Policy Amount | Notes |
|---|---|---|
| Annual Retainer (cash) | $70,000 | Paid quarterly (Mar 1, Jun 1, Sep 1, Dec 1) starting May 2024 |
| Committee Member Stipends | Audit: $10,000; Compensation: $7,500; N&G: $5,000; M&A: $2,500 | Policy rates |
| Committee Chair Stipends | Audit: $25,000; Compensation: $20,000; N&G: $10,000; M&A: $5,000 | Policy rates |
| Non-Exec Chair Stipend | $55,000 | Applies to Board Chair (not Kelley) |
| Name | Fees Earned/Paid in Cash (2024) | Stock Awards (Grant-date FV, 2024) | Total |
|---|---|---|---|
| Stephen D. Kelley | $65,625 | $185,156 | $250,781 |
- No option awards, no meeting fees, no non-equity incentive plan compensation, and no pension/nonqualified deferred compensation for directors in 2024 .
Performance Compensation
| Element | Grant Value | Instrument | Vesting/Grant Timing |
|---|---|---|---|
| Annual Equity Grant | $185,000 | RSUs | Typically vests on first anniversary; grant at/on date of Annual Meeting or next trading window |
| Initial Equity Grant (for new directors) | $185,000 (prorated) | RSUs | Granted at first quarterly Board/Comp Committee after election; prorated; same vest timing |
| Grant Date Policy | — | Governance | Pre-set schedule; no timing manipulation; prescribed trading windows |
Comp Committee performance framework (executive oversight Kelley participates in as a member):
| Corporate/Business Unit Goal | Weighting | Threshold (50% payout) | Target (100% payout) | Max (200% payout) |
|---|---|---|---|---|
| Revenue | 50% | 80% of target | 100% of target | 120% of target |
| Operating Income (Non-GAAP) | 50% | 70% of target | 100% of target | 130% of target |
FY2024 outcomes informing pay-for-performance:
| Category | 2024 Target | 2024 Actual | Payout % |
|---|---|---|---|
| Corporate Revenue | $930.0M | $987.3M | 133% |
| Non-GAAP Operating Income | $262.8M | $267.3M | 106% |
Say-on-Pay signal: 2024 say-on-pay (for 2023 pay) received 96.8% approval, reinforcing shareholder support for compensation practices .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock/Conflicts Disclosure |
|---|---|---|---|
| Advanced Energy Industries, Inc. | Director (and CEO role separately disclosed) | Not disclosed in Onto proxy | No related person transactions disclosed at Onto for 2023–2025 proxy period |
| Amkor Technology, Inc. | Director (prior) | Not disclosed in Onto proxy | Prior service; no current Onto conflicts disclosed |
- Compensation Committee Interlocks: None; no member was an Onto officer/employee; no relationships requiring Item 404 disclosure; no executive served on another entity’s comp committee where interlocks would exist .
Expertise & Qualifications
- 30+ years in semiconductor industry; strategic planning, business development, technology, manufacturing and operations experience .
- Education: B.S. Chemical Engineering (MIT); J.D. (Santa Clara University) .
- Board skills: Financial literacy and industry depth; Audit Committee relies on members’ financial expertise; committee charters emphasize risk oversight and internal control competence .
Equity Ownership
| Holder | Shares Beneficially Owned (3/25/2025) | % of Class | RSUs Outstanding (12/28/2024) |
|---|---|---|---|
| Stephen D. Kelley | 3,509 | <1% | 809 |
- Ownership policy for directors: minimum 3x annual cash retainer within 5 years; Compensation Committee determined all directors were in compliance as of Feb 2025 .
- Prohibitions: No pledging/margining/hedging; short sales and derivatives prohibited by insider trading policy .
Governance Assessment
- Board effectiveness: Independent chair; strong attendance; regular executive sessions; four standing committees, all independent; Kelley serves on Audit and Compensation—key levers for financial integrity and pay governance .
- Pay governance: Director pay is balanced cash+time-based RSUs; no options, no tax gross-ups; equity grant timing policy reduces gaming risk; independent consultant engaged; robust clawback policy for executives; say-on-pay support at 96.8% indicates investor confidence .
- Alignment: Director stock ownership requirement (3x retainer) with compliance achieved; anti-hedging/pledging strengthens alignment .
- Conflicts and related-party: Audit Committee pre-approves related party transactions; Onto reported no related person transactions for the covered period; this mitigates conflict risk .
- Risk oversight: Audit Committee, where Kelley is a member, oversees financial reporting and cybersecurity risk with quarterly updates; Compensation Committee annually assesses program risk .
Red flags and watch items:
- Industry overlap: Kelley is CEO and director at Advanced Energy Industries (semiconductor capital equipment supplier), while serving on Onto’s board (semiconductor metrology/inspection). Onto disclosed no related person transactions or independence impairments, but investors should monitor potential ecosystem interlocks (customer/supplier dynamics) for any future related-party considerations .
- No pledging/hedging, no tax gross-ups, and strong attendance reduce typical governance red flags .
Sources: Onto Innovation Inc. 2025 DEF 14A proxy statement (publication date April 9, 2025) – cited as [document_id:chunk_idx].