Yoon Ah Oh
ONTO INNOVATIONAbout Yoon Ah Oh
Yoon Ah E. Oh is Senior Vice President, General Counsel, and Corporate Secretary of Onto Innovation, serving in this role since October 2021; she is 43 years old and holds a B.A. in Political Science from Yale and a J.D. from Harvard Law School, admitted in PA and NY . Company performance during 2024 included 21% revenue growth to $987M, cash from operations up 43% to $246M, and GAAP diluted EPS up 65% year-over-year to $4.06, underpinning strong pay-for-performance alignment . Onto’s TSR-linked PSU design resulted in 200% vesting for February 2025 assessments, reflecting top-quartile relative TSR outcomes over the measured periods . The Board reported say‑on‑pay support of 96.8% in 2024, indicating favorable shareholder views of the compensation program .
Company performance snapshot (annual)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $1,005.2M* | $815.9M* | $987.3M* |
| EBITDA ($USD) | $301.4M* | $183.3M* | $249.4M* |
| Net Income ($USD) | $223.3M* | $121.2M* | $201.7M* |
| Cash from Operations ($USD) | $136.7M* | $172.0M* | $245.7M* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Onto Innovation | VP, Interim Global HR | Jun 2023 – Jan 2024 | Temporarily led global HR to stabilize human capital programs during transition . |
| Analog Devices | Associate General Counsel & Corporate Secretary | Jun 2020 – Sep 2021 | Led corporate, M&A, and securities law matters for a global semiconductor company . |
| Endo International plc | VP, Assoc. GC & Corporate Secretary; earlier Senior Counsel | May 2017 – May 2020 (VP/AGC & Corp Sec); Sep 2015 – Apr 2017 (Senior Counsel) | Responsible for corporate and securities law; advanced governance at a specialty pharma issuer . |
| Dechert LLP | Associate | Sep 2013 – Sep 2015 | Corporate practice experience at a leading international law firm . |
| Cahill Gordon & Reindel LLP | Associate | Sep 2007 – Aug 2013 | Complex corporate and capital markets legal training . |
External Roles
- Not disclosed in company filings; no current public company directorships identified for Ms. Oh .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $359,288 | $370,067 | $406,587 |
| Target Bonus (% of Salary) | 60% | 60% | 60% |
| Actual Annual Cash Incentive ($) | $206,287 | $191,900 | $281,996 |
| All Other Compensation ($) | $9,490 | $10,590 | $10,829 |
Notes:
- 2024 base salary increased to $413,000 effective for plan purposes; salary earned was $406,587 (partial‑year effect) .
Performance Compensation
Annual incentive structure (2024)
| Metric | Weighting | Threshold | Target | Max | Actual | Payout % |
|---|---|---|---|---|---|---|
| Corporate Revenue | 50% of corporate (corporate = 70% of total for non‑BU NEOs) | 80% of target | 100% of target | 120% of target | $987.3M | 133% |
| Non‑GAAP Operating Income | 50% of corporate (corporate = 70% of total for non‑BU NEOs) | 70% of target | 100% of target | 130% of target | $267.3M (non‑GAAP) | 106% |
| Personal Goals | 30% of total | — | Target if achieved | — | 100% score for Ms. Oh | Target |
- None of the NEOs, including Ms. Oh, had business unit goals in 2024; bonus components were contingent on achieving at least one corporate threshold .
Equity awards and vesting (grants applicable to Ms. Oh)
| Grant Type | Grant Date | Target Shares | Grant Date Fair Value ($) | Vesting/Earning Terms |
|---|---|---|---|---|
| PSUs (TSR‑based) | 3/1/2024 | 1,882 | $476,351 | Earn based on relative TSR vs SOX peers; 50% assessed at 2 years (to Mar 3, 2026) and 50% at 3 years (to Mar 3, 2027); payout 0%–200%; negative TSR cap limits payout to target if TSR is negative; earned PSUs vest upon earning . |
| RSUs (time‑based) | 3/1/2024 | 1,883 | $362,647 | Service vesting 33.3% annually over 3 years . |
| RSUs (time‑based) | 5/15/2023 | 3,746 | $350,026 | Service vesting 33.3% annually over 3 years . |
| PSUs (TSR‑based) | 2/14/2023 | 3,955 | $398,621 | Relative TSR; 2‑ and 3‑year assessments; 0%–200% payout; negative TSR cap; earned PSUs vest upon earning . |
| RSUs (time‑based) | 2/14/2023 | 3,955 | $325,022 | Service vesting 33.3% annually over 3 years . |
Program outcomes reference:
- In Feb 2025, PSUs granted in 2023 (first tranche) and 2022 (second tranche) earned at 200% based on TSR placing ~90th–93rd percentile vs SOX peers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 11,842 shares; <1% of outstanding; beneficial ownership computed per SEC rules as of Mar 25, 2025 . |
| Stock Ownership Guidelines | Executive officers must hold ≥1x base salary in common stock within 5 years; all executives were in material compliance as of Feb 2025 . |
| Hedging/Pledging | Company prohibits pledging, margining, hedging, short sales, and derivatives for directors/officers . |
| Options | No stock options outstanding for NEOs at year‑end 2024 . |
| Vested vs Unvested | Outstanding (as of Dec 28, 2024): Unvested RSUs — 907 (2022), 2,636 (2023), 2,497 (May 2023), 1,883 (2024); Unearned PSUs (at target) — 1,360 (2022), 3,955 (2023), 1,882 (2024). Market values reported using $170.66 closing price at year‑end . |
Outstanding equity awards detail (as of 12/28/2024, $170.66/share):
| Award | Shares Not Vested | Market Value ($) | Unearned PSUs (Target) | Payout Value at Target ($) |
|---|---|---|---|---|
| 2/10/2022 RSU | 907 | $154,789 | — | — |
| 2/10/2022 PSU | — | — | 1,360 | $232,098 |
| 2/14/2023 RSU | 2,636 | $449,860 | — | — |
| 2/14/2023 PSU | — | — | 3,955 | $674,960 |
| 5/15/2023 RSU | 2,497 | $426,138 | — | — |
| 3/1/2024 RSU | 1,883 | $321,353 | — | — |
| 3/1/2024 PSU | — | — | 1,882 | $321,182 |
Company practice on net share settlements for tax withholding:
- Onto withholds shares upon RSU vesting to satisfy taxes; 89k shares withheld YTD through Q3’25 across the company (not executive‑specific) .
Employment Terms
| Provision | Ms. Oh Terms |
|---|---|
| Change‑in‑Control (CIC) Protection | Double‑trigger CIC (requires CIC + qualifying termination); cash severance = 12 months base salary; 100% of target annual bonus for year of termination; accelerated vesting: unvested RSUs and performance awards vest, with performance awards treated at target if conditions not yet satisfied; health benefits continuation up to 1 year . |
| CIC Amounts (as of 12/28/2024) | Base salary $413,000; target bonus $247,800; accelerated unvested equity $2,580,379; benefits continuation $10,368 . |
| Non‑Compete / Non‑Solicit | Non‑compete generally 1 year post‑employment; non‑solicit 1 year; designed to protect confidential information and goodwill . |
| Clawback | Mandatory recoupment policy consistent with SEC/NYSE rules for excess incentive compensation tied to financial reporting measures . |
| Tax Gross‑Ups | Company does not provide tax gross‑ups on perquisites or severance . |
| Pension/Deferred Comp | No SERP or non‑qualified deferred compensation; standard 401(k) plan participation . |
| Perquisites | Limited perqs (tax prep, one airline club membership, financial/ID protection); Ms. Oh’s perqs aggregated under disclosure threshold (<$10k); All Other Compensation includes 401(k) match $10,079 and insurance $750 for 2024 . |
Multi‑Year Compensation Summary
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $359,288 | $370,067 | $406,587 |
| Stock Awards ($) | $568,303 | $1,073,669 | $835,998 |
| Non‑Equity Incentive ($) | $206,287 | $191,900 | $281,996 |
| All Other ($) | $9,490 | $10,590 | $10,829 |
| Total ($) | $1,143,368 | $1,646,226 | $1,535,410 |
Investment Implications
- Strong alignment: Executive PSU design pays 0%–200% based on relative TSR, with negative TSR cap; earned PSUs vest on achievement, reinforcing shareholder alignment and discouraging windfalls in down markets .
- Governance safeguards: No pledging/hedging, robust ownership guidelines (≥1x salary) with full compliance as of Feb 2025, and an SEC/NYSE‑compliant clawback policy mitigate governance risk and support pay‑for‑performance integrity .
- CIC economics: Ms. Oh’s CIC terms are double‑trigger with 1x salary and 100% target bonus plus accelerated vesting at target; this is moderate and should not incentivize value‑destructive deals, while ensuring neutrality during strategic transactions .
- Performance backdrop: 2024 delivered 21% revenue growth, materially higher cash generation, and 65% EPS growth, which—combined with 200% PSU outcomes in Feb 2025—supports the credibility of incentive structures tied to TSR and operational targets .
- Selling pressure watchpoints: Companywide RSU net share settlements for taxes (e.g., 89k shares YTD through Q3’25) can create periodic supply around vesting dates; Ms. Oh’s grants have 3‑year RSU schedules and PSU assessments in February/March windows, suggesting predictable calendar overhangs rather than discretionary insider sales .