George Macricostas
PHOTRONICSAbout George Macricostas
George C. Macricostas is Executive Chairman of Photronics (appointed January 6, 2025) and has served on the Board since 2002. He is 55 years old, previously a senior vice president at Photronics overseeing IT, and the Founder/Chairman/CEO of RagingWire Data Centers, which he led through an 80% sale to NTT in 2014 and full sale in 2018 . Photronics delivered FY2024 revenue of $866.9 million and GAAP net income of $130.7 million; cumulative TSR grew to 233.85 (base=100 at 10/31/2020) through FY2024, framing operating context for his current role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RagingWire Data Centers, Inc. | Founder, Chairman & CEO | — | Built and exited data center colocation platform via staged sale to NTT (80% in 2014; completion in 2018) . |
| Photronics, Inc. | Senior Vice President (IT infrastructure) | — | Led IT infrastructure; experience now informs oversight and execution as Executive Chairman . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jane Goodall Institute | Director | Since 2006 | Long-tenured non-profit governance experience . |
| Macricostas Family Foundation | Board Member | — | Philanthropic governance; the foundation was formed in 2001 and is administered by family members including George . |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Director Cash Fees | $125,000 | Comprised of: $50,000 annual retainer; $40,000 Chair of Compensation Committee; $5,000 Cyber Security Committee member (prorated half-year); $5,000 Nominating Committee member (prorated half-year); $25,000 meeting fees (5×$5,000) . |
| Director Equity (Restricted Stock) | $446,500 | 15,000 shares granted Jan 3, 2024 at $29.77; vests quarterly over one year . |
Notes:
- As of calendar 2025, employees who are directors (Executive Chairman and CEO) are not paid director retainers/equity; non-employee director program is $70,000 cash retainer plus committee retainers and an annual $170,000 RSU (vesting quarterly in 2025) .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| FY2024 Director Equity | Time-based | — | — | — | — | 15,000-sh share grant; quarterly vesting over 1 year (Jan 3, 2024 grant) . |
| Executive Annual Bonus (Program Design) | Operating Income; Gross Margin | Not disclosed | Not disclosed | Company exceeded quarterly ranges; Committee also used discretion | Discretionary bonuses paid to NEOs in Dec-2024; Exec Chair specifics not disclosed | Annual cash; metrics to be set for FY2025 under EICP . |
| Executive LTI (Program Design) | Restricted Stock | — | — | — | Grant sizes determined by role/peer benchmarking | Vests 25% annually over 4 years (typical cadence) . |
Notes:
- FY2024 bonus criteria (operating income and gross margin ranges) were deemed competitively sensitive and not disclosed; the Committee granted discretionary bonuses (outside the 2011 EICP cap) to certain NEOs given results; no individual Executive Chairman payout detail was disclosed for FY2024 (he was not an NEO in FY2024) .
- In early 2025, restricted stock grants (4-year vesting) were awarded to NEOs; no grant to the Executive Chairman was disclosed in that January 3, 2025 batch .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 168,000 shares as of Feb 7, 2025 (less than 1%) . |
| Ownership as % of SO | ~0.26% (168,000 / 63,560,209 shares outstanding as of Feb 7, 2025) . |
| Vested vs Unvested | As a director at 10/31/2024, had 3,750 unvested shares remaining from the 2024 director grant; final quarterly vesting occurred around early Jan 2025 . |
| Options | No option awards disclosed for George in FY2022–FY2024 tables; director compensation comprised of restricted stock . |
| Ownership Guidelines | Directors/Chairman: 3× annual cash retainer; CEO: 2× base salary; other NEOs: 1× base salary; all directors/NEOs in compliance as of Oct 31, 2024 . |
| Hedging/Pledging | Hedging prohibited without prior approval under amended 2025 Insider Trading Policy; no pledging disclosure specific to George . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Executive Chairman effective January 6, 2025 . |
| Contract | No Executive Chairman employment agreement terms disclosed in the FY2025 proxy (agreements disclosed for CEO and another NEO only) . |
| Severance/CoC (Plan Terms) | Under 2025 EICP, if awards are not assumed on change-of-control: option/SARs become exercisable; restrictions lapse; performance units deemed at target; settlement within 30 days. If assumed: double-trigger vesting (termination without cause/for good reason within 2 years) . |
| Clawback | Company adopted a Dodd-Frank compliant clawback policy; no recoveries in FY2024 . |
| Non-compete/Non-solicit | Not disclosed for George in proxy (agreements provided as examples for other executives) . |
| Insider Trading Windows | Company maintains comprehensive insider trading policies and blackout procedures . |
Board Governance
- Service history and roles: Director since 2002; former Chair of Compensation Committee; member of Nominating and Cybersecurity committees; became Executive Chairman in Jan 2025 .
- Independence: Following his appointment, both George and Constantine (“Deno”) Macricostas are no longer considered independent directors; Board independence otherwise remains with a majority of directors .
- Lead Independent Director: Role vacated with Walter Fiederowicz not standing for re-election; Board has not appointed a replacement and may revisit the need for the role .
- Committee composition and attendance: All key committees (Audit, Compensation, Nominating) comprise independent directors; all directors attended ≥75% of meetings in FY2024 .
Director Compensation (Context and Board Service)
| Year | Cash Detail | Equity Detail | Total |
|---|---|---|---|
| FY2024 | $125,000 cash: $50k retainer; $40k Comp Chair; $5k Cybersecurity; $5k Nominating; $25k meeting fees . | 15,000-sh restricted stock ($446,500 at $29.77); vests quarterly over one year; 3,750 unvested at 10/31/24 . | $571,550 . |
| FY2025 Program (Non-employee Directors) | $70,000 annual retainer; committee Chair/Member retainers (Audit: $40k/$10k; Compensation: $40k/$7.5k; Nominating: $20k/$7.5k; Cybersecurity: $15k/$7.5k) . | $170,000 RSU grant; restrictions lapse quarterly in 2025 . | — |
| FY2025 Application to Executive Chairman | Employees serving as directors (Executive Chairman, CEO) are not compensated under director program . | — | — |
Compensation Structure Analysis (Pay-for-Performance Signals)
- Equity-heavy director pay in 2024 aligned interests; shift in 2025 removes director pay for Executive Chairman, concentrating compensation within executive programs to be disclosed (monitor forthcoming proxy for full Executive Chairman pay mix) .
- Annual bonuses are linked to operating income and gross margin, but the Committee exercised discretion in FY2024 (including payments outside the 2011 EICP cap), a potential governance caution for pay discipline if repeated; targets were not disclosed due to competitive sensitivity .
- Long-term incentives rely on time-based restricted stock with 4-year vesting; no options were granted to NEOs in the recent cycle (lower leverage, lower risk vs options) .
- Robust clawback and anti-hedging policies are in place; stock ownership guidelines are met by all directors/NEOs (alignment supportive) .
Equity Vesting & Insider Selling Pressure
- Director 2024 grant vesting schedule: quarterly over one year from Jan 3, 2024; residual 3,750 shares remained unvested at 10/31/24 (final vest ~Jan 2025), a modest vesting event relative to float; no Form 4 sale data provided in proxy .
- As Executive Chairman in 2025, director equity no longer applies; any executive equity awards would follow time-based vesting norms (25% annually over four years), moderating near-term selling pressure absent large one-time grants .
Performance & Track Record
| Metric/Context | Detail |
|---|---|
| Photronics FY2024 Results | Revenue $866.9M; GAAP net income $130.7M; demand trends favored high-end IC masks and mainstream FPD; cautious optimism into 2025 . |
| TSR Context | Cumulative TSR grew to 233.85 (vs 100 base at 10/31/2020) by FY2024; MSCI US Semi & Semi Equipment GICS Index at 152.70 over same horizon . |
| Pay vs Performance Metrics | Company cites revenue, gross margin, operating income, and net income as key pay-for-performance linkages . |
Compensation Peer Group (Benchmarking)
The Compensation Committee benchmarks against 19 peers (e.g., Axcelis, Entegris, Onto, Silicon Labs, Veeco, Semtech, Power Integrations, FormFactor, Ultra Clean, etc.) and targets around median with adjustments for performance and role; Meridian Compensation Partners was engaged post-FY2024 to review CEO/NEO and director pay competitiveness .
Related Party Transactions and Red Flags
- Family governance: Father-son presence on the Board; both not independent post-appointment (heightened independence sensitivity). Lead Independent Director role currently unfilled .
- Pay discretion: Committee used discretion to pay bonuses beyond EICP cap in FY2024 (monitor future consistency and disclosure rigor) .
- Internal review oversight: Audit Committee reviewed results of an internal review disclosed in June 2024; no further adverse details provided in the proxy .
- No disclosures indicating pledging, hedging by George, loans, or related party transactions involving him; hedging is restricted without prior approval .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval was 83.95% at the 2024 annual meeting; Committee made no significant policy changes in response and will continue to consider shareholder input .
Investment Implications
- Alignment: Meaningful, long-standing equity ownership (~0.26%) and compliance with stock ownership guidelines, coupled with anti-hedging and clawback policies, are positives for alignment; removal from director compensation in 2025 further concentrates incentives within executive programs to be disclosed .
- Governance risk: Dual Macricostas presence and loss of a Lead Independent Director elevate independence concerns until mitigated by strong committee leadership and transparent Executive Chairman pay disclosure; monitor 2026 proxy for full role-specific compensation and any CoC or severance arrangements .
- Near-term trading pressure: Director grant vesting completed around Jan 2025 and was small; future selling pressure will depend on any new Executive Chairman equity awards (not disclosed in Jan 2025 grants) .
- Pay discipline: Discretionary bonuses beyond plan caps in FY2024 warrant continued oversight of pay rigor vs. performance; however, overall pay design emphasizes equity and profitability metrics that historically aligned with TSR and profitability trends .