Mitchell Tyson
PHOTRONICSAbout Mitchell G. Tyson
Mitchell G. Tyson (age 70) is an independent director of Photronics, Inc. (PLAB) who has served on the Board since 2004, with expertise spanning semiconductor automation, clean energy investing, and public policy; the Board has determined he meets NASDAQ independence standards . He is a former CEO of PRI Automation, co‑founder and former chair of the Northeast Clean Energy Council, and is a managing partner at Clean Energy Venture Group and venture partner in the Clean Energy Venture Fund, bringing leadership and finance expertise to PLAB’s Board and chairing its Cyber Security Committee while serving on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PRI Automation (publicly traded supplier to semiconductor fabs) | Chief Executive Officer | 1987–2002 | Led growth from small robotics manufacturer to global fab automation leader |
| GCA Corporation | Director of Product Management | 1985–1987 | Semiconductor equipment experience |
| U.S. Senator Paul Tsongas | Science Advisor & Legislative Assistant | 1979–1985 | Policy and legislative expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clean Energy Venture Group | Managing Partner | Current | Early‑stage clean energy investing; board mentorship |
| Clean Energy Venture Fund | Venture Partner | Current | Investment oversight and portfolio support |
| Northeast Clean Energy Council | Co‑Founder; Former Chair | Former | Industry policy and ecosystem leadership |
| Multiple industry, government, non‑profit and private corporate boards | Director/advisor | Current | Mentors numerous startups; broad governance exposure |
Board Governance
- Committee assignments: Chairman, Cyber Security Committee; Member, Audit Committee .
- Independence status: The Board determined Mr. Tyson is independent under NASDAQ standards; he is one of five independent nominees for 2025 .
- Attendance and engagement: The Board met 6 times in FY2024; each director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting and nominees are expected to attend 2025 .
- Committee activity: Audit Committee met 18 times in FY2024; Cyber Security Committee met once in FY2024 .
- Audit Committee leadership transition: With Mr. Fiederowicz not standing for re‑election, the Board will elect a new Audit Chair at its April 2, 2025 meeting (Mr. Tyson is a current member; Audit “financial expert” designees are Adam Lewis and Mary Paladino) .
- Lead Independent Director: The role is currently vacant after Mr. Fiederowicz declined re‑election; the Board may revisit the efficacy of the role and believes committee chairs fulfill the duties in the interim .
- Executive sessions are held regularly without management present .
Fixed Compensation
| Year/Program | Cash Elements | Amount/Terms | Notes |
|---|---|---|---|
| 2024 Director Fees (Tyson) | Fees earned or paid in cash | $107,500 | Annual retainer $50,000; Chairman, Nominating Committee (pro‑rated half‑year) $10,000; Audit Committee member $15,000; Chairman, Cyber Security Committee $7,500; Meeting fees (5×$5,000) $25,000 . The Company discontinued meeting fees in Sept 2024 . |
| 2025 Director Cash Retainer | Annual cash retainer | $70,000 | Applies to all non‑employee directors for 2025; no meeting fees . |
| 2025 Committee Retainers | Committee chair/member fees | Audit Chair $40,000; Member $10,000. Compensation Chair $40,000; Member $7,500. Nominating Chair $20,000; Member $7,500. Cyber Security Chair $15,000; Member $7,500 . |
Performance Compensation
| Year | Award Type | Grant Date | Shares/Value | Vesting/Restrictions |
|---|---|---|---|---|
| 2024 | Restricted Stock (Tyson) | 01/03/2024 | 15,000 shares; Grant date fair value $446,500 | Vests quarterly over one‑year service period . |
| 2025 | Restricted Stock Units (all non‑employee directors) | 2025 (first Board meeting of fiscal year; issued in calendar 2025) | RSUs with grant value equivalent to $170,000 per director | Restrictions lapse on Apr 4, 2025; Jul 4, 2025; Oct 3, 2025; Jan 2, 2026 . |
No performance metrics are tied to non‑employee director equity awards; 2024 grants are time‑based RS with quarterly vesting; 2025 grants are time‑based RSUs with quarterly lapse of restrictions .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Tyson . |
| Private/non‑profit/industry boards | Serves on multiple industry, government, non‑profit and private corporate boards; mentors numerous startups . |
| Interlocks with PLAB competitors/customers/suppliers | None disclosed for Mr. Tyson . |
| Compensation Committee interlocks | Compensation Committee comprised solely of independent directors; no interlocks disclosed (Mr. Tyson was not a member) . |
Expertise & Qualifications
- Semiconductor and fab automation leadership as former CEO of PRI Automation; prior roles at GCA Corporation .
- Clean energy venture investing and ecosystem leadership (Clean Energy Venture Group/Fund; Northeast Clean Energy Council), mentoring startups .
- Finance and governance acumen cited in Board bio; current service as Audit Committee member and Cyber Security Committee Chair .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 7, 2025) | 52,000 shares; less than 1% of outstanding shares (63,560,209 outstanding) . |
| Unvested director shares (as of Oct 31, 2024) | 3,750 unvested restricted shares remaining from 2024 grant . |
| Stock ownership guidelines | Non‑management directors: 3× annual cash retainer; compliance period 5 years . |
| Compliance status | All directors and Named Executive Officers 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 directors . |
Fixed vs. Equity Compensation Mix (Director 2024)
| Component | Tyson Amount | Notes |
|---|---|---|
| Cash retainers and meeting fees | $107,500 | Includes committee and meeting fees per 2024 schedule . |
| Equity grant (RS) | $446,500 | 15,000 shares at $29.77 grant price; time‑based vesting . |
Board Governance Signals
- Independence and tenure: Independent since 2004 with deep sector and governance expertise; sustained committee leadership (Cyber Security Chair) supports board effectiveness .
- Audit oversight: High Audit Committee workload (18 meetings in FY2024) and Tyson’s membership indicate active financial oversight; designated “financial experts” are Lewis and Paladino, not Tyson .
- Leadership structure: Lead Independent Director position is vacant following Mr. Fiederowicz’s decision not to stand for re‑election; Board asserts duties are fulfilled by committee chairs—monitor for effective independent leadership .
- Shareholder alignment: Directors subject to stock ownership guidelines (3× cash retainer) and received equity grants; Company prohibits hedging without pre‑approval .
- Say‑on‑Pay context: 83.95% approval at 2024 annual meeting supports compensation governance stability (board‑level signal of investor acceptance) .
Risks, Conflicts, and Red Flags
- Related‑party transactions: No related‑party transactions disclosed involving Mr. Tyson; one related‑party customer relationship involves the CEO’s family member (monitor at company level) .
- Section 16 compliance: Tyson was not cited among delinquent Section 16(a) filers in FY2024 (issues noted for two others) .
- Pay practices: 2024 director meeting fees discontinued starting Sept 2024; 2025 program modernized with standardized retainers and RSUs valued in dollars (reduces variability and potential incentives misalignment) .
- Cyber oversight: As Cyber Security Committee Chair, Tyson’s oversight is focused on cyber risk; Committee met once in FY2024—ensure cadence is commensurate with risk profile .
Compensation Structure Details (Directors)
| Element | 2024 | 2025 |
|---|---|---|
| Annual cash retainer | $50,000 | $70,000 |
| Meeting fees | $5,000 per Board meeting through Aug 2024 (discontinued Sept 2024) | None |
| Audit Committee | Chair $40,000; Vice Chair $20,000; Member $15,000; per diem travel $2,500 eligible | Chair $40,000; Member $10,000 |
| Compensation Committee | Chair $40,000; Vice Chair $20,000 | Chair $40,000; Member $7,500 |
| Nominating Committee | Chair $20,000; Vice Chair $10,000 | Chair $20,000; Member $7,500 |
| Cyber Security Committee | Chair $15,000; Member $10,000 | Chair $15,000; Member $7,500 |
| Equity awards | 15,000 RS per director; vests quarterly over 1 year | $170,000 RSUs per director; restrictions lapse quarterly on specified dates |
Governance Assessment
- Mr. Tyson enhances PLAB’s board effectiveness via long semiconductor and clean energy experience, independence, and cybersecurity oversight; independence and stock ownership guidelines support investor alignment .
- No disclosed conflicts or related‑party transactions involving Tyson; Section 16 compliance noted as clean for Tyson; oversight load on Audit suggests robust engagement .
- Watch items: Lead Independent Director vacancy and evolving committee leadership (e.g., Nominating and Cyber Security chair transitions in 2024) warrant monitoring to ensure sustained independent counterbalance and clarity of oversight roles .