Stephen S. Schwartz
ONTO INNOVATIONAbout Stephen S. Schwartz
Stephen S. Schwartz, age 65, is an independent director of Onto Innovation, appointed in July 2024 and currently serving on the Audit Committee. He brings 25+ years of leadership at high-technology companies, including serving as President & CEO of Azenta, Inc. (formerly Brooks Automation) from 2010 to 2024, where he led the 2022 separation of Brooks Automation into Azenta (life sciences) and Brooks Automation (semiconductor). He holds B.S., M.S., and Ph.D. degrees in Electrical Engineering from Purdue University and an MBA from the University of Chicago. As of the 2025 proxy record date, his Board tenure is approximately 0.7 years and he is designated independent under NYSE/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Azenta, Inc. (formerly Brooks Automation, Inc.) | President & Chief Executive Officer | 2010–2024 | Led 2022 separation creating Azenta (life sciences) and Brooks Automation (semiconductor) |
| Asyst Technologies | President, CEO & Chairman; EVP Product Groups & Operations (prior) | 2001–2009 (EVP 2001–2002; CEO/Chair 2002–2009) | Senior operating leadership in semiconductor automation |
| Consilium Inc. (Applied Materials company) | President | 1999–2001 | Business leadership in manufacturing execution systems |
| Applied Materials | Various roles (career start) | Not disclosed | Early career foundation in semiconductor equipment |
External Roles
| Company | Role | Years | Notes |
|---|---|---|---|
| Azenta, Inc. | Director | 2010–2024 | Ended 2024 |
| Spire Inc. | Director | 2018–2024 | Ended 2024 |
Board Governance
- Independence and role: Independent director; Audit Committee member. Not designated by the Board as an “Audit Committee Financial Expert” (those designations are held by Christine A. Tsingos and Susan D. Lynch).
- Attendance and engagement: In 2024, the Board held six meetings and each incumbent director attended at least 93% of aggregate Board and committee meetings; the Audit Committee met 10 times, reflecting a high-activity oversight cadence. Executive sessions of independent directors occurred four times.
- Board leadership and composition context: Separate Chair and CEO; independent Chair (Christopher A. Seams). Following the 2025 meeting, 6 of 7 directors will be independent (86%).
- Risk oversight: The Audit Committee oversees financial reporting, internal controls, legal/regulatory compliance, related-party transactions, and cybersecurity risk updates from the company’s Cyber Security Council.
- Ownership and conduct policies: Director stock ownership requirement is 3x annual retainer (5-year compliance window); anti-hedging/anti-pledging/anti-short policies apply to directors; all directors were determined in compliance with ownership requirements as of February 2025.
Fixed Compensation
2024 Director Compensation (Stephen S. Schwartz)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $40,000 |
| Stock Awards (RSUs, grant-date fair value) | $138,843 |
| Total | $178,843 |
Non-Employee Director Compensation Program (2024)
| Element | Amount / Policy |
|---|---|
| Annual Cash Retainer (Director) | $70,000 |
| Annual RSU Grant (Director) | $185,000, typically vests on first anniversary |
| Initial RSU Grant (New Director) | $185,000, prorated by quarters; vests on first anniversary |
| Committee Member Stipends | Audit: $10,000; Compensation: $7,500; N&G: $5,000; M&A: $2,500 |
| Committee Chair Stipends | Audit: $25,000; Compensation: $20,000; N&G: $10,000; M&A: $5,000 |
| Chair of Board Stipend | $55,000 |
| Payment Timing Note | Shift to quarterly cash payments beginning May 2024; only three payments in 2024 |
Implications: Equity was the larger component of Dr. Schwartz’s 2024 director compensation, supporting alignment with long-term shareholder value.
Performance Compensation
| Element | Director Treatment |
|---|---|
| Non-equity incentive plan | None for non-employee directors in 2024 (no non-equity incentive plan compensation reported) |
| Options | None granted to non-employee directors in 2024 |
| Equity structure | Time-based RSUs (annual and initial grants), typically vesting on first anniversary |
Note: Performance metrics (e.g., revenue, TSR) apply to executives’ PSUs, not to non-employee directors.
Other Directorships & Interlocks
| Company | Type | Role | Potential Conflict/Interlock Notes |
|---|---|---|---|
| Azenta, Inc. | Public | Director (2010–2024) | Company discloses no related-person transactions involving directors in the reporting period. |
| Spire Inc. | Public (utility) | Director (2018–2024) | Company discloses no related-person transactions involving directors in the reporting period. |
Expertise & Qualifications
- Deep semiconductor and automation domain expertise from CEO roles at Azenta/Brooks and Asyst; prior leadership at Consilium and Applied Materials.
- Demonstrated strategic and operational execution, including leading a corporate separation (Azenta/Brooks) in 2022.
- Technical and analytical credentials: B.S., M.S., Ph.D. in Electrical Engineering (Purdue) and MBA (University of Chicago).
- Board-level governance and oversight experience across public companies.
Equity Ownership
| Measure | Value |
|---|---|
| Common shares beneficially owned (as of March 25, 2025) | 0 (less than 1% of class) |
| Unvested RSUs outstanding (as of Dec 28, 2024) | 661 RSUs |
| Shares pledged as collateral | Prohibited by policy |
| Director ownership guideline | 3x annual cash retainer; achieve within 5 years |
| Compliance status (Feb 2025) | All directors determined in compliance with ownership requirements |
Context: Beneficial ownership counts include only shares and RSUs vesting within 60 days; unvested RSUs beyond 60 days are excluded from beneficial ownership.
Governance Assessment
- Strengths
- Independent director with highly relevant semicap/life sciences automation CEO background; adds operating and M&A separation experience to the Board.
- Active Audit Committee contributor amid a high-frequency meeting cadence (10 meetings in 2024), reinforcing oversight intensity.
- Governance policies support investor alignment: equity-heavy director pay, 3x retainer ownership guideline, anti-hedging/pledging, and clawback (exec) policies; all directors in compliance with ownership requirements as of Feb 2025.
- Board structure: independent Chair, majority independent, executive sessions held regularly; robust attendance culture (≥93% for incumbents).
- No related-person transactions disclosed—low conflict signal.
- Say-on-pay support was strong at 96.8% in 2024, indicating broad shareholder approval of compensation governance.
- Watchpoints
- Early-stage direct beneficial ownership is minimal (unvested RSUs outstanding), typical for a newly appointed director but worth monitoring for alignment trajectory over the 5-year guideline window.
- Not designated as an Audit Committee Financial Expert (those roles are held by Ms. Lynch and Ms. Tsingos), though his operating credentials are substantial; monitor Committee skill-mix continuity.
- Overall: Dr. Schwartz enhances board effectiveness through sector expertise and CEO-caliber experience, with structural checks (independence, attendance, audit oversight, and alignment policies) supporting investor confidence; no conflicts identified in the reporting period.