Christopher Progler
PHOTRONICSAbout Christopher Progler
Dr. Christopher J. Progler (age 61) is Executive Vice President, Chief Technology Officer, and head of Strategic Planning at Photronics (PLAB). He joined Photronics in 2001 as Corporate Chief Scientist, became VP & CTO in 2004, assumed Strategic Planning responsibility in 2011, and has been an executive officer since June 21, 2006; he was promoted to EVP in January 2020 . He beneficially owns 230,591 PLAB shares (<1% of shares outstanding) and serves on the management boards of PDMC and PDMCX, PLAB’s Asia-based photomask joint ventures . Company performance context: FY2024 revenue was $866.9M with GAAP net income of $130.7M; cumulative TSR since Oct 31, 2020 equated to a $233.85 value on a $100 base (vs $152.70 for the MSCI US Semi & Semi Equipment Index) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Photronics | Corporate Chief Scientist | 2001–2004 | Led early-stage R&D; foundation for technology roadmap |
| Photronics | Vice President & Chief Technology Officer | 2004–present | Oversees global R&D and product development |
| Photronics | Strategic Planning (added responsibility) | 2011–present | Drives strategic ventures and long-term planning |
| Photronics | Executive Vice President | Jan 2020–present | Expanded leadership across technology and strategy |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PDMC (Photronics DNP Mask Corporation) | Management board member | Not disclosed (current) | Governance/oversight of JV operations |
| PDMCX (Xiamen Photomask Corporation) | Management board member | Not disclosed (current) | Governance/oversight of JV operations |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 418,214 | 434,932 | 445,805 |
| All Other Compensation ($) | 17,800 (car allowance $12,000; 401k match $5,800) | 17,800 (car allowance $12,000; 401k match $5,800) | 25,437 (car allowance $12,000; 401k match $13,437) |
Performance Compensation
Annual Cash Incentive (FY2024)
| Metric(s) | Weighting | Target | Actual/Payout Basis | Payout ($) | Notes |
|---|---|---|---|---|---|
| Operating Income & Gross Margin (with discretionary overlay) | Not disclosed | Not disclosed (competitive sensitivity) | Company exceeded quarterly percentages; Committee used discretion and paid outside the 2011 EICP 65% cap | 222,903 | Quarterly criteria revised in Feb 2024; payouts considered overall results incl. ~$131M GAAP NI |
Equity Grants
| Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jan 3, 2024 | Restricted Stock | 40,000 | 1,190,800 | 25% per year over 4 years (anniversary vesting) |
| Jan 3, 2025 | Restricted Stock | 28,000 | Not disclosed | 25% per year over 4 years (anniversary vesting) |
Equity Realization (FY2024)
| Item | Amount |
|---|---|
| Shares vested (stock awards) | 40,000 |
| Value realized on vesting ($) | 1,200,338 |
| Options exercised | 0 |
| Value realized on option exercise ($) | 0 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 230,591 shares (<1% of class) |
| Ownership guidelines | Other NEOs: 1x base salary; CEO 2x; Directors 3x retainer |
| Compliance with ownership guidelines | All directors and NEOs in compliance as of Oct 31, 2024 |
| Hedging/derivatives policy | Hedging of company stock prohibited without prior General Counsel approval (Insider Trading Policy) |
| Pledging | Not disclosed |
| 401k/retirement | 401k plan; company match 50% of first 4% contributions; no pension/SERP |
Outstanding Equity & Vesting Schedules (as of 10/31/2024)
| Instrument | Grant Date | Quantity/Status | Exercise/Value | Expiration/Market Value | Vesting Terms |
|---|---|---|---|---|---|
| Stock Options (exercisable) | Jan 4, 2016 | 33,000 | $12.13 | Jan 4, 2026 | 25%/yr (completed); exercisable balance shown |
| Stock Options (exercisable) | Jan 3, 2017 | 15,000 | $11.35 | Jan 3, 2027 | 25%/yr (completed); exercisable balance shown |
| Stock Options (exercisable) | Jan 2, 2018 | 15,000 | $8.60 | Jan 2, 2028 | 25%/yr (completed); exercisable balance shown |
| Restricted Stock (unvested) | Jan 2, 2021 | 8,750 | — | $199,500 | 25% per year over 4 years |
| Restricted Stock (unvested) | Jan 3, 2022 | 20,000 | — | $456,000 | 25% per year over 4 years |
| Restricted Stock (unvested) | Jan 3, 2023 | 37,500 | — | $855,000 | 25% per year over 4 years |
| Restricted Stock (unvested) | Jan 3, 2024 | 40,000 | — | $912,000 | 25% per year over 4 years |
Note: Unvested RS totals for the above grants equal $2,422,500, which aligns to the change-of-control RS acceleration valuation used in the severance table .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Effective Sept 10, 2007; auto-renews annually unless notice given 30+ days before expiration |
| Current base salary (agreement reference) | $445,805 (FY2024) |
| Annual bonus (FY2024) | $222,903 (paid Dec 2024) |
| Severance (without cause/good reason) | 1.0x base salary paid over 12 months; estimated $434,932 (based on FY2024 salary) |
| Change-in-control cash severance | 1.5x base salary over 18 months; est. $652,398 (based on FY2024 salary) |
| Equity vesting on change-in-control | Stock awards vest immediately under plan; value estimated at $2,422,500 (as of 10/31/2024 at $22.80/share) |
| COBRA benefits assumption (severance table) | $1,500/month for 12 months ($18,000) |
| Trigger structure | Cash severance requires termination without cause or for good reason post-CoC (double trigger); equity accelerates upon CoC under the stock plans (single-trigger) |
| Non-compete | 12 months post-termination |
| Clawback | Dodd-Frank compliant recovery policy adopted in FY2023; no recoveries in FY2024 |
| Tax gross-ups | Not disclosed |
Compensation Committee, Peer Group, and Say-on-Pay
- Peer group (19 companies) used for benchmarking (goal ~median pay): Advanced Energy, Allegro MicroSystems, Alpha & Omega Semi, Axcelis, Cirrus Logic, Cohu, Entegris, FormFactor, Ichor, Kulicke & Soffa, MACOM, Onto Innovation, OSI Systems, Penguin Solutions, Power Integrations, Semtech, Silicon Labs, Ultra Clean, Veeco .
- Say-on-Pay approval: 83.95% support at 2024 annual meeting (for FY2023 pay) .
Performance & Track Record (Company-Level Context)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| TSR – value of $100 investment (end of period) | 132.93 | 166.36 | 188.31 | 233.85 |
| MSCI US Semi & Semi Equipment Index ($100 base) | 125.01 | 102.40 | 113.71 | 152.70 |
| Net Income ($M) | 55.4 | 118.8 | 125.5 | 130.7 |
| Revenue ($M) | 663.8 | 824.5 | 892.1 | 866.9 |
Additional Governance and Risk Notes
- Insider trading policy prohibits hedging without prior approval; formal insider trading controls in place .
- Section 16 compliance: FY2024 delinquencies disclosed for two others (H.K. Park and W. Fiederowicz); none noted for Progler .
- Equity plan mechanics: No option/SAR repricing without shareholder approval (2025 EICP) .
Investment Implications
- Alignment and retention: Large unvested, time-based RS holdings (106,250 shares at 10/31/24 worth ~$2.42M) create strong retention but also predictable vest-driven liquidity windows; monitor Form 4s around January anniversary dates for potential tax-related sales .
- Incentive design: Annual bonus tied to operating income and gross margin with committee discretion; in FY2024, payouts were discretionary and outside the plan cap—flexible but introduces subjectivity; disclosure of specific targets is withheld (competitive sensitivity) .
- Change-in-control risk economics: Double-trigger cash (1.5x salary) plus single-trigger equity acceleration could incentivize transaction-neutrality but creates meaningful equity monetization on a sale; RS acceleration valued at ~$2.42M as of 10/31/24 .
- Option overhang and selling pressure: Progler’s option exposure is modest (63,000 exercisable, strikes $8.60–$12.13, expiring 2026–2028), so incremental selling pressure more likely from RS vests than option exercises; no option exercises in FY2024 .
- Governance protections: Ownership guidelines (NEOs 1x salary), hedging restrictions, and a Dodd-Frank-compliant clawback are positives; no pledging policy disclosure specific to executives .
Sources: PLAB DEF 14A filed Feb 14, 2025. Specific citations: Executive bio and roles ; ownership table ; compensation program and payouts ; summary compensation (Progler) ; grants/vesting/outstanding equity ; severance & CoC terms ; hedging policy/ownership guidelines ; pay vs performance (TSR, revenue, net income) ; peer group and Say-on-Pay .