David Wang
Senior Vice President, Chief Operating Officer IC and US/EU Mainstream Operations at 
PHOTRONICS
PHOTRONICSExecutive
About David Wang
David Wang (age 60) is Senior Vice President and Chief Operating Officer for IC and US/EU Mainstream Operations at Photronics, serving as an executive officer since 2024. He joined the company’s Taiwan JV (PDMC) in 1998 and has led multiple site turnarounds and integrations; he holds a B.S. in Industrial Engineering & Management from National United University, Taiwan . Company performance in FY2024: revenue $866.9 million and GAAP net income $130.7 million, with cumulative TSR rising to $233.85 per $100 invested since FY2020, underpinning pay-for-performance frameworks tied to revenue, gross margin, operating income, and net income .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PDMC (Photronics DNP Mask Corp., Taiwan) | Senior leadership roles | 1998–present | Expanded Taichung plant (2009); executed DNP merger (2014); established and integrated PDMCX (Xiamen) (2016), creating the largest commercial semiconductor photomask bases globally . |
| Photronics Singapore | General Manager | 2000–2003 | Led site operations and regional execution . |
| Photronics Shanghai | General Manager | 2007–2010 | Managed China site operations; supported growth initiatives . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or public company boards disclosed in the proxy for David Wang . |
Fixed Compensation
| Metric | FY2024 | FY2025 (set for year) |
|---|---|---|
| Base Salary ($) | $308,048 | $321,433 (2.5% increase from $313,593) |
| Perquisites ($) | $15,022 apartment allowance | Not disclosed |
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| Gross Margin | Not disclosed | Not disclosed (competitively sensitive) | Company exceeded quarterly ranges | $282,234 (Dec 2024 award) | 2011 EICP cap of 65% of salary waived via discretionary bonus outside the plan . |
| Operating Income | Not disclosed | Not disclosed (competitively sensitive) | Company exceeded quarterly ranges | Included in above | Performance basis: quarterly criteria revised in Feb 2024 . |
| Revenue and Net Income (informational pay-for-performance measures) | — | — | FY2024 revenue $866.9M; net income $130.7M | — | Listed as key pay-versus-performance measures . |
Equity Awards (RS)
| Grant Date | Type | Shares | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|
| 01/03/2024 | Restricted Stock | 40,000 | $1,190,800 | 25% per year starting one year after grant; full vest on 4th anniversary . |
| 01/03/2025 | Restricted Stock | 38,000 | Not stated (shares disclosed) | Four equal annual increments over next four years; consistent with prior grants . |
| Vesting Tranche Schedule | 01/03/2024 Grant | 01/03/2025 Grant |
|---|---|---|
| Tranche 1 (1 year) | 10,000 shares on 01/03/2025 | 9,500 shares on 01/03/2026 |
| Tranche 2 (2 years) | 10,000 shares on 01/03/2026 | 9,500 shares on 01/03/2027 |
| Tranche 3 (3 years) | 10,000 shares on 01/03/2027 | 9,500 shares on 01/03/2028 |
| Tranche 4 (4 years) | 10,000 shares on 01/03/2028 | 9,500 shares on 01/03/2029 |
| FY2024 Equity Realization | Shares Vested | Value Realized ($) |
|---|---|---|
| RS Vesting (FY2024) | 13,625 | $407,933 |
| Options Exercised | 0 | $0 |
Equity Ownership & Alignment
| Ownership Item | Data |
|---|---|
| Total Beneficial Ownership (shares) | 136,250 |
| Shares Outstanding (for % calc) | 63,560,209 |
| Ownership as % of Shares Outstanding | ~0.21% (136,250 / 63,560,209) |
| Stock Ownership Guidelines | NEOs: 1x base salary; compliance affirmed as of 10/31/2024 |
| Hedging/Pledging | Hedging prohibited without prior approval (policy amended in 2025); pledging not disclosed |
Outstanding Unvested RS (FY2024 Year-End Snapshot)
| Grant Year | Unvested RS (#) | Market Value at 10/31/2024 ($) |
|---|---|---|
| 2021 | 2,125 | $48,450 |
| 2022 | 4,500 | $102,600 |
| 2023 | 22,500 | $513,000 |
| 2024 | 40,000 | $912,000 |
Notes
• Insider trading policy applies to all officers; annual awards are granted at least two business days after full-year earnings release and during open windows to align grant-date value with shareholder experience .
• The company favors RS over options; no options granted to Wang in the 2024/2025 cycles .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment Agreement | Agreements exist for certain NEOs; Wang’s specific agreement terms are not disclosed in “Certain Agreements” –. |
| Severance & Change-of-Control (plan-level treatment) | Under the 2025 EICP: if awards are not assumed in a change-of-control, RS restrictions lapse and performance units are deemed at target; if assumed, and termination without cause or for “good reason” within two years, awards fully vest (double-trigger) . |
| Clawback Policy | Adopted in FY2023 per SEC rules; no recoveries in FY2024 . |
| Non-Compete / Non-Solicit | Not specifically disclosed for Wang; such provisions appear in separation agreements for other NEOs (context) –. |
Compensation Structure Analysis
- Pay Mix (FY2024): Salary $308,048, bonus $282,234, stock awards $1,190,800, perqs $15,022; total $1,796,104 — skewed toward equity, aligning with shareholder value .
- Discretionary bonuses: Compensation Committee exceeded the 2011 EICP 65% cap via discretionary awards due to performance and industry headwinds — a watchpoint for pay discipline .
- Stock Ownership Guidelines: All NEOs compliant; Wang subject to 1x salary multiple, reinforcing alignment .
Compensation Peer Group & Say‑on‑Pay
- Peer Group: 19 semiconductor/electronics comparators (e.g., Axcelis, FormFactor, Onto, Veeco) targeting near-median compensation, with Meridian providing benchmarking support post-FY2024 .
- Say‑on‑Pay: 83.95% approval at 2024 meeting, signaling broad investor support of pay program .
Investment Implications
- Alignment: High equity weight, ownership guideline compliance, and RS vesting cadence support long-term alignment; hedging prohibitions reduce misalignment risks .
- Retention & Vesting Pressure: Four-year annual vesting on sizable RS grants (40k in 2024; 38k in 2025) creates ongoing retention hooks and potential calendar‑linked supply overhang around January vest dates; insider windows and policies govern trading .
- Change‑of‑Control Economics: Plan-level single‑trigger vesting if awards are not assumed, and double‑trigger full vesting if assumed and terminated without cause/for good reason within two years — important in M&A scenarios .
- Pay Discipline: Use of discretionary bonuses outside EICP constraints is a governance watchpoint; continued benchmarking and strong say‑on‑pay support mitigate inflation risk .
- Execution Track Record: Multi‑site expansions and integrations (Taiwan, Xiamen) reflect operational capability across Asia; FY2024 financial resilience (revenue $866.9M, net income $130.7M) supports incentive outcomes despite industry headwinds .