Mary Paladino

About Mary Paladino

Independent director at Photronics (PLAB) since 2019; age 63. Certified Public Accountant with 30+ years in accounting, auditing, and advisory for multinational companies. Currently EVP & CFO of Quality Medical Management Services USA, LLC; prior partner and audit/assurance practice leader at Citrin Cooperman; earlier leadership roles at Deloitte & Touche and BDO Seidman. Serves on PLAB’s Audit and Compensation Committees and is designated an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Independence and tenure

  • Independent under NASDAQ rules; director since 2019
  • Board met 6 times in FY2024; each director attended at least 75% of Board and committee meetings
  • All directors attended the 2024 annual meeting; current nominees expected to attend 2025 annual meeting

• Committees and roles

  • Audit Committee member; designated “audit committee financial expert.” Audit Committee held 18 meetings in FY2024
  • Compensation Committee member
  • Served as Audit Committee Vice Chair and Chair at different times in FY2024 (prorated retainers paid; see compensation table below)
  • Note: Audit Committee chair to be re-elected April 2, 2025 following Mr. Fiederowicz’s departure; composition otherwise unchanged as of proxy filing

• Board structure context (governance signal)

  • Lead Independent Director role currently vacant after longtime LID opted not to stand for re-election; Board may revisit the role in future
  • Executive Chairman is George C. Macricostas (son of founder-director Constantine S. Macricostas), which reduces overall independence of leadership (board-level consideration)

Fixed Compensation

• Director cash compensation detail (FY2024, individual) | Component | Amount (USD) | Notes | |---|---:|---| | Annual cash retainer | $50,000 | Standard director retainer | | Audit Committee Chair retainer (prorated) | $20,000 | Served part of year as Chair (prorated) | | Audit Committee Vice Chair retainer (prorated) | $10,000 | Served part of year as Vice Chair (prorated) | | Compensation Committee member retainer | $15,000 | Committee service | | Meeting fees | $25,000 | 5 meetings at $5,000 per meeting (practice ended Sept 2024) | | Total FY2024 cash fees | $120,000 | Sum of above |

• Director program (Calendar 2025, all non-employee directors) | Element | Amount/Terms | |---|---| | Annual cash retainer | $70,000 | | Committee retainers – Audit | Chair $40,000; Member $10,000 | | Committee retainers – Compensation | Chair $40,000; Member $7,500 | | Committee retainers – Nominating | Chair $20,000; Member $7,500 | | Committee retainers – Cyber Security | Chair $15,000; Member $7,500 |

Performance Compensation

• Equity awards (directors) | Year | Award Type | Grant/Value | Vesting/Restrictions | Notes | |---|---|---:|---|---| | 2024 | Restricted Stock | 15,000 shares; grant-date FV $446,500 | Vests quarterly over one-year service period | Unvested as of 10/31/2024: 3,750 shares | | 2025 | Restricted Stock Units | $170,000 value-equivalent per director | Restrictions lapse on Apr 4, 2025; Jul 4, 2025; Oct 3, 2025; Jan 2, 2026 | Shift to value-based RSUs aligns with peer practices |

• Metric design (directors): Director equity is time-vested; no performance metrics disclosed for director awards (time-based vesting only)

Other Directorships & Interlocks

Expertise & Qualifications

• Certified Public Accountant; 30+ years in complex financial accounting and reporting, corporate governance, and internal controls
• Audit Committee Financial Expert under Item 407 of Regulation S-K
• CFO operating experience (healthcare management services), plus prior Big 4/mid-tier audit leadership roles

Equity Ownership

Hedging/pledging: Company prohibits hedging transactions by directors absent prior approval; policy strengthened in 2025. No pledging or hedging by Paladino is disclosed.

Governance Assessment

• Strengths

  • Independent director; “audit committee financial expert”; active service on Audit and Compensation Committees; strong accounting and internal controls background
  • Solid engagement: Audit Committee met 18x in FY2024; each director ≥75% attendance; Paladino compensated for Audit Vice Chair and Chair service (suggesting elevated engagement)
  • Ownership alignment: Beneficial owner of 69,000 shares; in compliance with director ownership guidelines; ongoing time-vested equity grants
  • Compensation program practices: Directors’ 2025 shift to value-based RSUs and streamlined meeting-fee policy align with peer norms

• Watch items

  • Board-level independence optics: No current Lead Independent Director; Executive Chairman is a family member of a long-tenured director (non-independent leadership structure). While not specific to Paladino, it may affect overall board independence perception.
  • Compensation Committee discretion: For executives, the Committee granted discretionary bonuses outside the 2011 EICP for FY2024—can be seen as a pay-governance flexibility signal; Paladino is a member of the Committee (not Chair). Monitor rationale and consistency over time.
  • Related-party exposure (company-level): CEO related to an individual at a major customer (no link to Paladino). Audit Committee oversees related-party transactions.

• Additional signals

  • Clawback policy adopted in 2023 (SEC/stock exchange compliant) enhances governance infrastructure (primarily executive-focused)
  • No delinquent Section 16(a) filings disclosed for Paladino in FY2024

Director Compensation (FY2024 Detail)

Committee Assignments (FY2024–FY2025 context)

Say-on-Pay & Shareholder Feedback

• Say‑on‑Pay approval at 2024 annual meeting (for FY2023 pay): 83.95% For. Committee retained Meridian Compensation Partners post‑FY2024 for benchmarking; independence assessed; recommendations aimed to align with peers (execs and directors).

Related-Party Transactions (Paladino-specific)

• None disclosed for Paladino. Company-level related-party note pertains to CEO’s relation to a customer executive; Audit Committee oversees per policy.

Insider Filings

• Section 16(a): No delinquent filings for Paladino disclosed in FY2024 (exceptions noted were for other individuals).