David Garcia
PHOTRONICSAbout David Garcia
David A. Garcia (57) is an independent director of Photronics, Inc. since 2024, currently serving as Chairman of the Compensation Committee and member of the Nominating Committee. He brings ~30 years of legal expertise advising public and private companies on corporate governance and strategic transactions; education includes an A.B. in Sociology (organizational behavior) from Stanford University and a J.D. from Harvard Law School . He was appointed to the Board in December 2024 and, per director stock ownership guidelines, has five years to achieve compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hale Lane (Reno, NV) | Attorney | Through July 2008 | Corporate governance and strategic transactions counsel |
| Holland & Hart | Attorney | July 2008–March 2023 | Continued private practice; governance, partnerships, licensing structures |
| Strategic Advisor (private practice) | Strategic Advisor | Since March 2023 | Advises on corporate partnerships, technology development agreements, distribution/licensing |
External Roles
No public-company directorships or external boards disclosed for Garcia in the proxy .
Board Governance
- Independence: Board determined Garcia meets NASDAQ independence standards .
- Committee assignments: Chairman, Compensation Committee (succeeded George C. Macricostas on January 6, 2025) ; Member, Nominating Committee (joined Jan 6, 2025, succeeding George C. Macricostas) .
- Board activity and attendance: Board met 6 times in FY2024; each director serving in FY2024 attended ≥75% of Board/committee meetings . Garcia’s appointment in December 2024 means FY2024 attendance for him is not applicable; he has five years to comply with ownership guidelines starting from that appointment .
- Governance frameworks: Board has Audit, Compensation, Cyber Security, and Nominating Committees; charters and Code of Conduct available on company website .
Fixed Compensation
| Component (Calendar 2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Non-employee director baseline; no meeting fees |
| Compensation Committee Chair retainer | $40,000 | Chair premium |
| Nominating Committee Member retainer | $7,500 | Member fee |
| Total expected cash (2025) | $117,500 | Sum of components above |
| Payment schedule | Two installments | January and July |
Additional structural changes implemented: Meeting fees discontinued as of September 2024 .
Performance Compensation
| Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| RSUs (annual grant, 2025) | $170,000 | Restrictions lapse on 4/4/2025, 7/4/2025, 10/3/2025, 1/2/2026 | Value-based RSU awards; aligns with peer practice shift from share-quantity grants |
| Director equity award cap (2025 EICP) | $500,000 | N/A | Annual cap per non-employee director; $750,000 for non-executive Chair |
No performance metrics (TSR, revenue/EBITDA targets) are tied to director equity awards; director RSUs vest time-based. Metrics for executive incentives are governed by EICP provisions, with committee using those measures and qualitative assessments; specific executive metrics are not enumerated in the proxy .
Other Directorships & Interlocks
| Organization | Role | Interlock/Committee | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public-company boards/interlocks disclosed for Garcia |
Compensation Committee interlocks: In FY2024, no interlocks or insider participation existed; Garcia became Chair in January 2025, after the FY2024 period referenced .
Expertise & Qualifications
- Legal expertise: ~30 years advising on governance, strategic transactions, partnerships, technology development, distribution/licensing .
- Education: Stanford University (A.B., Sociology, organizational behavior), Harvard Law School (J.D.) .
- Board qualifications: Independent director; governance and transactional structuring experience supports Compensation Committee leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David A. Garcia | 0 | <1% | As of February 7, 2025 |
| Ownership guideline (non-management director) | 3x annual cash retainer | N/A | Fixed-share guideline based on retainer; five-year compliance window |
No disclosure of vested/unvested breakdown, options, or pledging/hedging for Garcia in the proxy .
Compensation Committee Analysis
- Peer group benchmarking: Compensation Committee used a refreshed peer group of 19 semiconductor/electronics companies to benchmark director and executive compensation (e.g., Axcelis, Entegris, FormFactor, Onto Innovation, Silicon Labs, Veeco, etc.), targeting near median while considering performance .
- Consultant independence: Meridian Compensation Partners retained post-FY2024 for market analysis; Committee conducted independence assessment; no conflict identified .
- Say-on-Pay signal: 83.95% approval of executive compensation at 2024 Annual Meeting, informing continued policy approach .
- Clawback policy: Adopted in FY2023, compliant with SEC/stock exchange rules; no recoveries in FY2024 .
Governance Assessment
- Positives
- Independent status with legal/governance depth; appointment as Compensation Committee Chair strengthens oversight of pay practices .
- Director pay restructured to value-based RSUs and standardized retainers; removal of meeting fees enhances transparency and alignment .
- Formal clawback policy and independent consultant utilization reflect stronger governance controls .
- Equity award caps for directors under 2025 EICP mitigate excessive grants risk .
- Watch items / potential red flags
- Initial beneficial ownership of zero shares; alignment expected to improve via RSU vesting and five-year guideline compliance runway .
- Board includes long-tenured insiders (Executive Chairman and founder family); continued robust independence by Compensation Chair is important for investor confidence .
- Specific performance metrics for executive incentives not detailed in proxy section; continued disclosure clarity beneficial .
Overall, Garcia’s independence, governance-centric legal background, and leadership of the Compensation Committee—supported by a reworked director pay program and clawback policy—are positive signals for board effectiveness and pay oversight. Monitoring ownership guideline progress and continued transparency around performance metrics will be key for alignment and investor confidence .