Eric Rivera
PHOTRONICSAbout Eric Rivera
Eric Rivera (age 48) is Executive Vice President and Chief Financial Officer of Photronics (PLAB). He joined Photronics in 2016 as Corporate Controller, became Chief Accounting Officer in 2020, served as Interim CFO in February 2024, and was appointed CFO on May 23, 2024; he holds a B.S. in Accounting from Mercy University and is a CPA, with prior roles in accounting/financial reporting at IBM and Thomson Reuters . Photronics FY2024 revenue was $866.9 million with GAAP net income of $130.7 million; cumulative TSR value reached 233.85 vs 152.70 for the MSCI US Semi & Semi Equipment Index (base $100, 10/31/2020→10/31/2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Photronics | CFO | May 23, 2024–present | Principal Financial Officer and Principal Accounting Officer; promoted from interim CFO to lead finance amid industry headwinds |
| Photronics | Interim CFO | Feb 2024–May 2024 | Continuity through CFO transition; maintained PFO/PAO responsibilities |
| Photronics | Chief Accounting Officer | 2020–present | Oversight of accounting and reporting |
| Photronics | Corporate Controller | 2016–2020 | Built internal controls and reporting cadence |
| IBM; Thomson Reuters | Accounting/Financial Reporting roles | Not disclosed | 24 years of experience prior to Photronics |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or public company roles disclosed in PLAB filings for Rivera |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base salary ($) | 311,313 | 425,261 (effective 2025; +36.6% vs 2024) |
| Target bonus % | Not disclosed (2011 EICP capped at 65%, but 2024 awards included discretionary amounts outside plan) | Not disclosed (bonus at Compensation Committee discretion) |
| Actual bonus ($) | 315,008 (paid Dec 2024) | — |
Perquisites (FY2024): $12,000 car allowance and $8,429 401(k) match included in “All Other Compensation” .
Performance Compensation
Annual Cash Incentive – Structure and 2024 Outcome
- Metrics: Operating income and gross margin (specific targets not disclosed; criteria deemed competitively sensitive). Committee retained discretion and paid discretionary bonuses outside the 2011 EICP in Dec 2024 .
- 2024 bonus paid to Rivera: $315,008 .
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Operating income | Not disclosed | Not disclosed | Exceeded ranges (per Committee) | 315,008 | Committee accrued/awarded using historical/discretionary framework |
| Gross margin | Not disclosed | Not disclosed | Exceeded ranges (per Committee) | Included above | Targets not disclosed due to competitive sensitivity |
Equity Awards (Restricted Stock and Options)
| Award type | Grant date | Shares/Options | Grant-date fair value ($) | Vesting schedule |
|---|---|---|---|---|
| RSU | 01/03/2024 | 13,000 | 387,010 | 25% per year, 1st vest on 01/03/2025; full vest on 01/03/2028 |
| RSU | 10/01/2024 | 25,000 | 598,250 | 25% per year, 1st vest on 10/01/2025; full vest on 10/01/2028 |
| RSU | 01/03/2025 | 38,000 | — | 25% per year over 4 years (standard time-based vesting) |
| RSU (outstanding from prior years) | 01/02/2021 | 1,492 unvested as of 10/31/2024 | — | 25% per year on grant anniversary |
| RSU (outstanding from prior years) | 01/03/2022 | 4,225 unvested as of 10/31/2024 | — | 25% per year on grant anniversary |
| RSU (outstanding from prior years) | 01/03/2023 | 13,125 unvested as of 10/31/2024 | — | 25% per year on grant anniversary |
| Stock option | 01/02/2019 | 1,000 (exercisable) @ $9.78; exp. 01/02/2029 | — | Fully vested (standard 25% per year) |
Vesting cadence implies potential selling pressure around vest dates (subject to trading windows and 10b5‑1 plans).
Forward Vesting Schedule (Major RSU Grants) – Dates and Amounts
| Grant | 25% Tranche 1 | 25% Tranche 2 | 25% Tranche 3 | 25% Tranche 4 |
|---|---|---|---|---|
| 13,000 RSUs (01/03/2024) | 3,250 on 01/03/2025 | 3,250 on 01/03/2026 | 3,250 on 01/03/2027 | 3,250 on 01/03/2028 |
| 25,000 RSUs (10/01/2024) | 6,250 on 10/01/2025 | 6,250 on 10/01/2026 | 6,250 on 10/01/2027 | 6,250 on 10/01/2028 |
| 38,000 RSUs (01/03/2025) | 9,500 on 01/03/2026 | 9,500 on 01/03/2027 | 9,500 on 01/03/2028 | 9,500 on 01/03/2029 |
Note: All PLAB restricted stock awards vest 25% annually, beginning one year after the grant date, fully vesting on the 4th anniversary .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 102,774 shares (includes 1,000 options exercisable within 60 days) |
| Ownership as % of shares outstanding | ~0.16% (102,774 / 63,560,209 common shares outstanding as of Feb 7, 2025) |
| Vested vs unvested equity | Unvested RSUs outstanding at FY2024: 1,492 (2021), 4,225 (2022), 13,125 (2023), 13,000 (2024 1/3), 25,000 (2024 10/1) |
| Stock ownership guidelines | Other NEOs: 1x base salary; all NEOs in compliance as of Oct 31, 2024 |
| Hedging/pledging | Hedging prohibited without prior approval; no pledging disclosed |
| Timing of awards | Grants typically at least two business days after full-year earnings release; options priced at ≥100% of FMV on grant date |
Employment Terms
| Topic | Key economics / terms |
|---|---|
| Role & term | EVP & CFO; initial term through April 30, 2028 with automatic 2-year renewals absent 180-day non-renewal notice |
| 2025 base salary | $425,261; annual bonus eligible at Compensation Committee discretion |
| Severance (no CoC) | If terminated without Cause or resigns for Good Reason: 1x base salary paid over 12 months, plus 12 months continuation of health/welfare benefits (or COBRA equivalent), plus accrued benefits (subject to release) |
| Change-of-control (double-trigger) | If terminated without Cause or resigns for Good Reason during CoC period: lump sum = 1.5×(base salary + Highest Annual Bonus) + Stub Bonus + 18 months of benefit costs; plus accrued benefits (subject to release) |
| Non-compete / non-solicit | 18 months post-termination; prohibits competition in photomasks and solicitation of PLAB execs/consultants |
| Good Reason (examples) | Removal as CFO or reporting change; material pay reduction/non-payment; material diminution of duties; relocation >60 miles; successor failure to assume |
| Governance protections | Indemnification and D&O coverage; 280G cutback to avoid excise tax if economically favorable |
| Clawback | Dodd-Frank compliant compensation recovery policy adopted FY2023; no recoveries in FY2024 |
Compensation Structure Analysis
- Mix and trajectory: Rivera’s cash pay stepped up materially in 2025 (base to $425,261, +36.6% YoY) reflecting the CFO role and market benchmarking; annual bonuses remain discretionary, with 2024 awards paid despite targets being undisclosed for competitive reasons .
- Shift to time-based RSUs: PLAB relies primarily on time-vested restricted stock (no PSUs disclosed), which lowers performance risk for the executive and emphasizes retention and alignment via ownership, but may weaken pay-for-performance line-of-sight relative to PSU-heavy programs .
- Governance and risk: Hedging prohibited without pre-approval; ownership guidelines in place and met; clawback policy implemented; no pledging disclosed .
Say-on-Pay & Peer Group Context
- Say-on-pay support: 83.95% approval at the 2024 Annual Shareholders Meeting (vote on FY2023 compensation) .
- Compensation peer group (19 companies) includes Axcelis, Cirrus Logic, Entegris, FormFactor, K&S, MACOM, Onto, Semtech, Silicon Labs, Veeco, Ultra Clean, etc.; PLAB targets around median but adjusts for individual/company performance .
Performance & Track Record
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| Revenue ($M) | 663.8 | 824.5 | 892.1 | 866.9 |
| Net income ($M) | 55.4 | 118.8 | 125.5 | 130.7 |
| TSR value of $100 (PLAB) | 132.93 | 166.36 | 188.31 | 233.85 |
| TSR value of $100 (MSCI US Semi & Semi Equip Index) | 125.01 | 102.40 | 113.71 | 152.70 |
Note: Rivera assumed CFO responsibilities in 2024; Photronics cited resilient results amid industry headwinds and $130.7M GAAP net income for FY2024 .
Investment Implications
- Alignment and retention: Rivera’s package is anchored by time-vested RSUs with multi-year vesting and increased 2025 salary, supporting retention through 2028; ownership guidelines and hedging limits bolster alignment, while absence of pledging reduces collateral risk .
- Pay-for-performance: Annual cash incentive ties to operating income and gross margin but includes significant discretion, and equity is time-based rather than performance-based—investors should monitor the balance of at-risk performance pay vs guaranteed components as PLAB cycles through industry conditions .
- Selling pressure signals: Multiple sizable RSU tranches vest annually (notably 6,250 shares each October 1 from the 25,000 grant and 9,500 each January 3 from the 38,000 grant) which can create mechanical selling needs (taxes/liquidity) near vesting windows, subject to insider trading policy and any 10b5‑1 plans .
- Change-in-control economics: Moderate protection (1.5× salary+bonus plus 18 months benefits, double-trigger) and standard non-compete/non-solicit (18 months) temper transition risk while avoiding excessive parachute optics (with 280G optimization) .
- Governance backdrop: Strong TSR vs sector benchmark over the 2020–2024 window, broad-based compliance (ownership and clawback), and continued focus on cash flow and margins point to a balanced compensation-risk profile; watch for potential evolution toward PSUs to further strengthen pay-for-performance .