Constantine Macricostas
PHOTRONICSAbout Constantine S. Macricostas
Founder of Photronics, Inc., age 89, and director since 1974. He served as Executive Chairman until January 20, 2018, and as Chairman of the Board until January 6, 2025, when his son, George C. Macricostas, was appointed Executive Chairman; as a result, he is no longer considered independent under NASDAQ rules. He currently serves on the Board’s Cyber Security Committee; in FY2024, each director attended at least 75% of Board and applicable committee meetings (Board met six times).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Photronics, Inc. | Founder; Chief Executive Officer | CEO: 1974–Aug 1997; Feb 2004–Jun 2005; Apr 2009–May 2015 | Founder-level knowledge; leadership, safety, risk oversight, management, and corporate governance expertise cited by Board |
| Photronics, Inc. | Executive Chairman | Until Jan 20, 2018 | Board leadership |
| Photronics, Inc. | Chairman of the Board | Until Jan 6, 2025 | Board leadership; transitioned upon appointment of Executive Chairman (his son) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RagingWire Data Centers, Inc. | Former Director | Not disclosed | Industry and governance exposure (company later sold to NTT) |
| The Macricostas Family Foundation, Inc. | Founder and Director | Since 2001 | 501(c)(3) foundation; board administered by Constantine S., Marie C., George C., and Stephen Macricostas |
| Western Connecticut State University | Foundation Board Seat | Not disclosed | Philanthropic/academic governance role |
| American School of Classical Studies at Athens (ASCSA) – Gennadius Library | Overseer; supported Makriyiannis Wing | Not disclosed | Philanthropic/academic governance role |
Board Governance
- Independence status: Not independent following appointment of his son as Executive Chairman (Jan 6, 2025).
- Committee assignments (current): Member, Cyber Security Committee (Chair: Mitchell G. Tyson). Committee held one meeting in FY2024.
- Attendance: Board met six times in FY2024; each director attended at least 75% of Board/committee meetings.
- Annual meeting engagement: All directors in office during the last fiscal year attended the 2024 Annual Meeting; directors are expected to attend the 2025 meeting.
- Lead Independent Director: On April 2, 2025, independent directors elected Adam Lewis as Lead Independent Director.
- Voting standard: “Plurality plus” policy for uncontested director elections.
- Related-party oversight: Audit Committee approves/monitors related-party transactions; risk oversight is distributed among Board/committees (Audit, Compensation, Cyber Security).
Fixed Compensation
| Component (Calendar/Fiscal) | Amount/Terms | Notes |
|---|---|---|
| 2024 Cash Fees | $130,000 | $50,000 annual retainer; $50,000 Chairman of the Board; $5,000 Cyber Security Committee member; $25,000 meeting fees (5 x $5,000) |
| 2024 Equity Grant | $446,500 grant-date fair value | 15,000 restricted shares granted Jan 3, 2024 at $29.77; vests quarterly over one year |
| 2024 Total Director Comp | $576,550 | Fees + stock awards (non-employee director) |
| 2025 Cash Retainer (baseline) | $70,000 | No additional Board meeting fees in 2025 |
| 2025 Committee Cash Retainers | Audit: Chair $40,000 / Member $10,000; Compensation: Chair $40,000 / Member $7,500; Nominating: Chair $20,000 / Member $7,500; Cyber Security: Chair $15,000 / Member $7,500 | Paid in two installments (Jan/Jul) |
| 2025 Equity Grant | RSUs valued at $170,000 | Restrictions lapse on Apr 4, 2025; Jul 4, 2025; Oct 3, 2025; Jan 2, 2026 |
Performance Compensation
- Directors receive time-based equity (restricted stock/RSUs); no performance-based director metrics disclosed for director equity. The 2025 Equity Incentive Compensation Plan (EICP) caps Non‑Employee Director awards at $500,000 per fiscal year ($750,000 for a non‑executive Chairman).
| Equity Award | Grant Date | Vehicle | Size/Value | Vesting/Restrictions |
|---|---|---|---|---|
| Annual Director Equity (2024) | Jan 3, 2024 | Restricted Stock | 15,000 shares ($446,500) | Vests quarterly over one year |
| Annual Director Equity (2025) | Early 2025 | RSUs | $170,000 | Restrictions lapse 4/4/25, 7/4/25, 10/3/25, 1/2/26 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| RagingWire Data Centers, Inc. | Private (acquired by NTT) | Former Director | Historical technology/data center exposure; no disclosed current interlocks with PLAB suppliers/customers |
Expertise & Qualifications
- Founder experience with extensive photomask industry knowledge; Board cites leadership, safety, risk oversight, management, and corporate governance expertise as valuable.
- Cybersecurity oversight experience via Board Cyber Security Committee membership.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Constantine S. Macricostas | 482,575 | * (<1%) | Beneficial ownership as of Feb 7, 2025; footnoted that “*” denotes <1% |
| Unvested Director RS (as of 10/31/2024) | 3,750 | n/a | Aggregate unvested restricted shares per director from Jan 3, 2024 grant |
| Ownership Guidelines | Directors: 3x annual cash retainer (fixed shares methodology) | n/a | All directors and NEOs were in compliance as of Oct 31, 2024 |
| Hedging/Pledging | Hedging prohibited without prior approval under amended 2025 policy | n/a | Insider Trading Policy amended in 2025 to prohibit hedging transactions without prior approval; no pledging disclosure noted |
Say‑on‑Pay & Shareholder Feedback
- 2024 Annual Meeting: 83.95% of votes cast supported prior year executive compensation (FY2023).
- 2025 Annual Meeting (Apr 2, 2025): Say‑on‑Pay approved (Votes For: 45,329,046; Against: 5,146,203; Abstain: 218,509; Broker Non‑Votes: 4,116,436).
- Compensation consultant: Meridian Compensation Partners retained after FY2024 to benchmark director and executive pay; Compensation Committee determined consultant independence (no conflict of interest).
Related‑Party/Conflict Review
- Family relationship: Appointment of George C. Macricostas (son) as Executive Chairman caused Constantine S. Macricostas to be deemed not independent; this father‑son dynamic is monitored under related‑party oversight policies.
- Related‑party policy: Audit Committee must approve/ratify related‑party transactions and assess commercial reasonableness.
- Company disclosed separate related‑party exposure involving the CEO’s family at a major customer (not related to Mr. Macricostas); governance note included for completeness.
Governance Assessment
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Strengths
- Founding knowledge and long‑tenured industry/operator experience; active committee service (Cyber Security).
- Robust Board process: committee charters, annual self‑assessments; risk oversight distributed across Board/committees.
- Clear director pay structure with market benchmarking; 2025 RSU shift to value‑based grants; ownership guidelines in compliance.
-
Risks / RED FLAGS
- Independence: Not independent due to immediate family relationship with Executive Chairman; potential perception risk on board objectivity.
- Retirement policy waivers: Board previously waived the 75‑year retirement policy for Mr. Macricostas.
- Pay structure shifts: 2025 increased cash retainer and value‑based RSUs; continued monitoring warranted versus peers and award caps ($500k/$750k limits).
-
Engagement signals
- Lead Independent Director appointed (Apr 2, 2025), enhancing independent leadership post‑transition.
- Strong shareholder support on Say‑on‑Pay in 2024 and approval in 2025 voting.