Susan D. Lynch
ONTO INNOVATIONAbout Susan D. Lynch
Independent director of Onto Innovation since March 2024; age 63. She chairs the Audit Committee and serves on the M&A Committee. A CPA and NACD member, she previously served as CFO at V2X (Vectrus), Sungard Availability Services, Hitachi Vantara, and Raytheon Technical Services; she holds a B.A. in Accounting and Business Administration from MidAmerica Nazarene University and was named Greater Washington Technology Public Company CFO of the Year in 2023. Board tenure at Onto is 1 year as of the 2025 proxy record date.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| V2X (Vectrus) | SVP & CFO | Aug 2019 – Sep 2023 | — |
| Sungard Availability Services | EVP & CFO | Apr 2016 – Jul 2019 | — |
| Hitachi Vantara (Hitachi Data Systems) | EVP & CFO | 2007 – 2015 | — |
| Raytheon Technical Services | VP & CFO | 2005 – 2007 | — |
| Honeywell International | Increasing finance roles | 1984 – 2005 | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegro MicroSystems, Inc. | Director | Since Nov 2021 | Not disclosed |
| Crane Company | Director | Since Aug 2024 | Not disclosed |
Board Governance
- Committee assignments: Audit Committee Chair (member effective March 2024; Chair effective August 2024), M&A Committee member. In 2024, Audit met 10 times; M&A met 5 times.
- Audit Committee Financial Expert designation: The Board determined Ms. Lynch qualifies as an “Audit Committee Financial Expert.”
- Independence and board structure: Onto’s board had 6 independent directors post-2025 meeting; Ms. Lynch is independent. Separate independent Chair (Christopher A. Seams).
- Attendance and engagement: In 2024, each incumbent director attended at least 93% of aggregate Board and committee meetings; the Board held 6 meetings and convened 4 independent executive sessions.
Fixed Compensation
| Component | Description/Rate | FY2024 Susan Lynch Actual |
|---|---|---|
| Annual retainer (cash) | $70,000 (paid quarterly starting May 2024) | $65,625 fees earned (three quarterly payments made in 2024) |
| Committee chair stipend (Audit) | $25,000 | Included within cash fees; paid quarterly starting May 2024 |
| Committee member stipend (M&A) | $2,500 | Included within cash fees; paid quarterly starting May 2024 |
| Annual equity grant (RSUs) | $185,000 grant-date value, typically vests on first anniversary | $185,156 stock awards (grant-date fair value) |
| Initial equity grant (RSUs) | $185,000, prorated if mid-cycle | Not separately disclosed for 2024; total stock awards shown above |
| RSUs outstanding (12/28/2024) | — | 809 RSUs outstanding |
Notes:
- Director cash payments changed to quarterly on Mar 1, Jun 1, Sep 1, Dec 1; only three installments in 2024, lowering reported cash fees for the year. RSU director grants generally vest on the first anniversary of grant.
Performance Compensation
| Metric | Applicability to Directors | Source |
|---|---|---|
| Performance-based equity (PSUs) | None for non-employee directors; director equity provided in RSUs only | |
| Stock options | None; company has not granted options since Merger Date | |
| Meeting fees | Not part of program |
Other Directorships & Interlocks
- Allegro MicroSystems (current): Onto’s executive compensation peer group includes Allegro, creating an interlock in benchmarking context. Ms. Lynch is not a member of Onto’s Compensation Committee.
- Crane Company (current): No Onto-related interlocks disclosed.
- Related-person transactions: None involving directors or nominees in 2024; Audit Committee reviews and must pre-approve any related-party transactions over $120,000.
Expertise & Qualifications
- CPA; NACD member; >35 years executive and financial leadership experience across technology, aerospace/defense, and industrial manufacturing.
- Audit Committee Financial Expert; “accounting or related financial management expertise” per NYSE rules.
- Recognitions: Greater Washington Technology Public Company CFO of the Year (2023).
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 809 shares; less than 1% of class |
| RSUs outstanding (12/28/2024) | 809 RSUs |
| Ownership guidelines | Directors must hold shares equal to 3x annual retainer; attainment within 5 years; all directors in material compliance as of Feb 2025 |
| Hedging/pledging policy | Prohibited for directors and employees (no margining, pledging, short sales, derivative/hedging) |
Governance Assessment
-
Strengths: Independent audit chair with CPA credentials and “financial expert” designation; strong attendance; robust governance policies (majority voting; executive sessions; clawback; anti-hedging/pledging; director stock ownership guidelines); no related-party transactions; separate independent Chair. These factors support board effectiveness and investor confidence.
-
Investor signaling: High 2024 say-on-pay support (96.8%), indicating general investor alignment with governance and pay practices.
-
Watch items and potential red flags:
- Interlock: Serving on Allegro MicroSystems’ board while Allegro is in Onto’s compensation peer group could draw scrutiny around benchmarking independence, though Ms. Lynch is not on Onto’s Compensation Committee.
- Capacity: Multiple concurrent public boards (Allegro, Crane, Onto) warrant monitoring of time commitments; 2024 attendance threshold (≥93%) suggests adequate engagement.
-
Committee activity: Audit Committee met 10 times in 2024; Ms. Lynch assumed chair role in August 2024—transition appears orderly with clear expertise coverage; M&A Committee met 5 times, indicating active oversight of strategic transactions.