H.K. Park
PHOTRONICSAbout H.K. Park
H.K. Park (age 56) is Senior Vice President and General Manager of Flat Panel Display (FPD) Operations at Photronics (PLAB). He joined Photronics in 2004 and has over 25 years of semiconductor industry experience; he became a Named Executive Officer in 2018 as Vice President and General Manager of China FPD Operations and currently oversees global FPD operations . During his tenure as an NEO, company performance has included FY2024 revenue of $866.9M (down from $892.1M in FY2023) and GAAP net income of $130.7M; cumulative TSR over the 10/31/2020–10/31/2024 window reached 233.85 vs 152.70 for the MSCI US Semi & Semi Equipment Index, underscoring strong shareholder value creation despite a softer FPD cycle in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Photronics | VP & GM, China FPD Operations (Named Executive Officer) | 2018–present | Led China FPD operations; elevated to Senior VP and GM of FPD Operations, overseeing global FPD; supports scale-up in AMOLED and Gen 10.5+ large glass photomasks . |
| Photronics | Various roles (joined company) | 2004–2018 | Progressively increased responsibility culminating in FPD leadership; >25 years semiconductor industry experience . |
External Roles
No external directorships or outside company roles for Park were disclosed in the latest proxy .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 (set) |
|---|---|---|---|
| Base Salary ($) | 312,000 | 319,800 | 335,295 (2.5% increase over 2024) |
| Apartment Allowance ($) | 16,860 | 16,860 | — (not disclosed) |
Notes:
- FY2024: Park received a 2.2% salary increase over FY2023; approved FY2025 base reflects a 2.5% cost-of-living adjustment .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Incentive (FY2024) | Operating Income and Gross Margin (quarterly objectives) | Not disclosed | Not disclosed (competitively sensitive) | Company exceeded set percentages; Compensation Committee awarded discretionary bonus of $294,406 in Dec 2024 (outside the 2011 EICP’s 65% cap) | Cash paid Dec 2024 |
| Restricted Stock (Granted 1/3/2024) | Time-based RS | N/A | N/A | 40,000 shares; Grant-date value $1,190,800 | Vest 25% annually on each Jan 3 starting 1/3/2025 through 1/3/2028 |
| Restricted Stock (Granted 1/3/2025) | Time-based RS | N/A | N/A | 38,000 shares; pool set based on FY2024 performance and internal review contributions | Vest 25% annually over four years beginning one year after grant |
Additional details:
- FY2024 plan used operating income and gross margin ranges set and revised in 1Q–2Q; targets withheld due to competitive sensitivity; Committee applied discretion given $131M GAAP net income amid industry headwinds .
- Long-term incentives use restricted stock (no options granted to NEOs in this cycle), aligning with retention and shareholder alignment goals .
Multi‑Year Compensation (H.K. Park)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Salary ($) | 312,000 | 319,800 |
| Bonus ($) | 374,400 | 294,406 |
| Stock Awards ($, ASC 718) | 502,800 | 1,190,800 |
| All Other Compensation ($) | 204,849 | 16,860 |
| Total ($) | 1,394,049 | 1,821,866 |
Comp structure observations:
- Mix shifted toward equity in FY2024 (restricted stock), while cash bonus declined vs FY2023; this increases at-risk, equity-linked pay and retention hooks via multi-year vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 118,000 shares of PLAB common stock as of 2/7/2025 |
| Ownership % of Outstanding | ~0.19% (118,000 / 63,560,209 shares outstanding) |
| Unvested RS (10/31/2024) | 5,000 (2021 grant) — $114,000 MV; 12,500 (2022) — $285,000 MV; 22,500 (2023) — $513,000 MV; 40,000 (2024) — $912,000 MV (values at $22.80 close on 10/31/2024) |
| Options | None disclosed for Park (no unexercised options listed) |
| FY2024 Vested RS | 22,250 shares vested; value realized on vesting $675,275 |
| Stock Ownership Guidelines | NEOs: 1x base salary; all NEOs (including Park) in compliance as of 10/31/2024 |
| Hedging/Pledging | Hedging by employees/directors prohibited without prior approval (policy amended 2025); no pledging disclosures specific to Park |
Upcoming vesting/supply (potential selling pressure):
- 10,000 shares from the 1/3/2024 grant vest annually on each 1/3/2025–1/3/2028; 9,500 shares per year expected from the 1/3/2025 grant vest over 2026–2029, plus remaining tranches from 2021–2023 grants (each 25% annually) . This cadence provides sustained retention incentives but can create periodic liquidity needs for tax withholding/sales at vest.
Employment Terms
| Item | Park-Specific Disclosure |
|---|---|
| Employment Agreement | Not specifically disclosed for Park; company notes “certain” NEOs have agreements, with details provided for CEO and CTO; Park is not listed among those with individual severance agreements . |
| Severance/Change-of-Control | No individual severance table for Park; equity subject to plan-level change-of-control rules (2025 EICP): single-trigger acceleration if awards are not assumed; if assumed, double-trigger (termination without cause/for good reason within 2 years) accelerates vesting . |
| Clawback | Company-wide Dodd-Frank compliant compensation recovery policy adopted FY2023; no recoveries in FY2024 . |
| Insider Trading | Company insider trading policy in place; hedging restrictions added in 2025 . |
| Compliance Note | Park failed to file Form 3 on a timely basis (Section 16(a) disclosure) . |
Compensation Structure Analysis
- Shift from options to RS: 2024–2025 long-term incentives delivered entirely as time-vested restricted stock, with no options granted to NEOs in this cycle, reducing risk and increasing certainty of value for executives (lower convexity vs options) .
- Discretionary bonuses despite plan caps: For FY2024, the Committee awarded discretionary bonuses outside the 2011 EICP’s 65% cap due to performance and headwinds—positive for retention but a potential pay-governance watchpoint if repeated .
- Ownership alignment: Stock ownership guidelines in compliance; meaningful unvested RS tranches create multi-year retention and alignment, with policy constraints on hedging .
- Peer benchmarking and consultant: Meridian Compensation Partners engaged after FY2024 to benchmark NEO/director pay versus a 19-company peer set; suggests continuing alignment of pay levels/structure to market .
- Say-on-pay support: 83.95% approval at 2024 meeting (for FY2023 comp), indicating general investor acceptance of pay practices .
Performance & Track Record Context
| 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 |
| Cumulative TSR (Value of $100) | 132.93 | 166.36 | 188.31 | 233.85 |
- FY2024 narrative: Slight revenue decline YoY with resilient profitability; IC high-end strength offset mainstream softness; FPD down 5.0% to $228.8M; GAAP net income $130.7M .
- Most important financial performance measures linking pay to performance (company-wide): Revenue, Gross Margin, Operating Income, Net Income .
Related Policies and Governance
- Stock-based award timing: Annual grants approved in December and issued after full-year earnings release to align grant-date value with shareholder experience; options must be at or above fair market value .
- 2025 Equity Incentive Compensation Plan: 5,000,000 shares authorized; adds RSUs and performance units; non-employee director annual award value caps; anti-repricing without shareholder approval; change-of-control mechanics detailed above .
- Related party transactions: Not about Park specifically; disclosure relates to CEO’s relation at a large customer; Board policy requires Audit Committee oversight .
SAY‑ON‑PAY & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay (for FY2023 comp) | 83.95% approval |
| Committee response | No significant changes to comp philosophy; continued focus on market alignment and at‑risk pay . |
Equity Award Detail (Outstanding at FY2024 Year‑End)
| Grant | Unvested Shares | Market Value at 10/31/2024 ($) |
|---|---|---|
| 1/3/2021 RS | 5,000 | 114,000 |
| 1/2/2022 RS | 12,500 | 285,000 |
| 1/3/2023 RS | 22,500 | 513,000 |
| 1/3/2024 RS | 40,000 | 912,000 |
Vesting: Each grant vests 25% annually on the first four anniversaries of the grant date .
Risk Indicators & Red Flags
- Discretionary bonuses outside plan cap (FY2024): Atypical and should be monitored for recurrence; Committee cited performance and headwinds rationale .
- Section 16(a) compliance: Park had a late Form 3; administrative but noteworthy for compliance hygiene .
- Internal review: Company referenced an internal review (8‑K 6/12/2024) in Audit Committee oversight and in equity award rationales, elevating governance scrutiny; not specific to Park but relevant context .
- Hedging: Prohibited without prior approval; reduces misalignment risk .
- Clawback: Adopted per SEC/Nasdaq rules; no recoveries in FY2024 .
Employment Terms Summary (Comparative)
| Executive | Agreement | Severance (No‑Cause/Good Reason) | CIC Multiple | Equity Acceleration |
|---|---|---|---|---|
| H.K. Park | Not disclosed | Not disclosed | Not disclosed | Plan‑level EICP rules (single trigger if not assumed; double trigger if assumed) |
| CEO (Lee) | Yes | 1x base salary | 1.5x base salary | Immediate vesting on CIC under plan assumptions |
| CTO (Progler) | Yes | 1x base salary + benefits | 1.5x base salary + benefits | Immediate vesting on CIC under plan assumptions |
Investment Implications
- Alignment and retention: Park’s comp is equity‑heavy with material unvested RS across 2021–2025 grants and strict hedging limitations, supporting alignment and providing retention hooks through 2029 .
- Near‑term selling pressure: Regular annual RS tranches (10k from 2024 grant; ~9.5k from 2025 grant; plus prior grants) vest each January, which can create periodic liquidity events for tax or diversification; monitor Form 4s around vest dates .
- Governance watchpoints: The FY2024 discretionary bonuses outside the 2011 EICP cap warrant monitoring; however, say‑on‑pay support remains strong (83.95%), and a formal clawback and hedging policy are in place .
- Execution linkage: Annual bonus metrics tied to operating income and gross margin align Park’s FPD P&L stewardship with company profitability; specific targets are undisclosed, but FY2024 payouts reflect outperformance versus set ranges amid a softer FPD market .
- Contractual downside: Absence of a disclosed individual employment/severance agreement for Park implies lower guaranteed protection vs CEO/CTO; retention depends more on continued equity and annual incentives .
All citations refer to Photronics, Inc. 2025 DEF 14A (filed Feb 14, 2025).