We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Advanced Energy Industries Inc | NASDAQ:AEIS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
2.18 | 2.32% | 95.96 | 67.07 | 125.00 | 96.54 | 93.90 | 94.30 | 148,173 | 01:00:00 |
|
þ
|
|
Preliminary Proxy Statement
|
||
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
||
o
|
|
Definitive Proxy Statement
|
||
o
|
|
Definitive Additional Materials
|
||
o
|
|
Soliciting Material under §240.14a-12
|
||
|
||||
ADVANCED ENERGY INDUSTRIES, INC.
|
||||
(Name of Registrant as Specified In Its Charter)
|
||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
||||
Payment of Filing Fee (Check the appropriate box):
|
||||
þ
|
|
No fee required.
|
||
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
||
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
o
|
|
Fee paid previously with preliminary materials.
|
||
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
||
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing Party:
|
|
|
(4)
|
|
Date Filed
:
|
|
1.
|
Election of eight (8) directors;
|
2.
|
Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2019;
|
3.
|
Advisory approval of Advanced Energy’s compensation of its named executive officers;
|
4.
|
Approval to amend and restate Advanced Energy’s Restated Certificate of Incorporation, as amended, to provide stockholders the ability to remove members of the Company’s Board of Directors, with or without cause; and
|
5.
|
Any other matters of business properly brought before the meeting.
|
•
|
Use the toll-free telephone number shown on your proxy card (this call is toll-free, if made in the United States or Canada);
|
•
|
Go to the website address shown on your proxy card and authorize a proxy via the Internet; or
|
•
|
Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope.
|
|
By Order of the Board of Directors,
|
|
||
|
|
|
||
|
|
|||
|
Thomas O. McGimpsey
|
|
||
|
Executive Vice President, General Counsel, Government Affairs & Corporate Secretary
|
YOUR VOTE IS IMPORTANT
|
|
|
|
|
|
|
|
|
||
|
|
|
||
|
Yuval Wasserman
|
|
|
|
|
President & Chief Executive Officer
|
|
|
1.
|
Election of eight (8) directors;
|
2.
|
Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for
2019
;
|
3.
|
Advisory approval of Advanced Energy’s compensation of its named executive officers; and
|
4.
|
Approval to amend and restate Advanced Energy’s Restated Certificate of Incorporation, as amended, to provide stockholders the ability to remove members of the Board of Directors, with or without cause.
|
Proposal
|
|
Vote Required
|
|
Effect of Broker Non-Votes and Abstentions
|
||
Election of eight (8) directors
|
|
Plurality of votes present (by proxy or in person) - subject to the resignation policy described below (*)
|
|
No effect
|
||
|
|
|
|
|
||
Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2019
|
|
Majority of the votes cast at the Annual Meeting (by proxy or in person)
|
|
No effect
|
||
|
|
|
|
|
||
Advisory approval of Advanced Energy’s compensation of its named executive officers
|
|
Majority of the votes cast at the Annual Meeting (by proxy or in person) - this is an advisory vote which is not binding on the Company
|
|
No effect
|
||
|
||||||
Approval to amend and restate Advanced Energy’s Restated Certificate of Incorporation, as amended, to provide stockholders the ability to remove members of the Board of Directors, with or without cause
|
|
Majority of the outstanding shares
|
|
Same effect
as a vote “AGAINST”
|
||
|
||||||
* Please see the discussion on page
7
under the section entitled “Proposal No. 1-Election of Directors-Required Vote.”
|
Name
|
|
Age
|
|
Director Since
|
|
Principal Occupation and Business Experience
|
||
Grant H. Beard (Chairman)
|
|
58
|
|
|
2014
|
|
|
Grant H. Beard currently serves as a senior executive Operating Partner for Blue Point Capital, a private equity firm, and as an Executive in Residence at Summit Partners, a global alternative investment firm. Mr. Beard served as Chairman and Chief Executive Officer of Wynnchurch Industries, LLC, a diversified holding company investing in engineered product businesses, from January 2016 to June 2017. Mr. Beard also served as a Senior Advisor to Wynnchurch Capital Ltd. Prior to joining Wynnchurch, Mr. Beard served as the Chairman and Chief Executive Officer of Wolverine Advanced Materials LLC, a Wynnchurch company, from July 2012 until October 2015. Mr. Beard served as President and Chief Executive Officer of Constar International, Inc. from 2010 to 2012, where he led the financial and operational restructuring of Constar’s global packaging business that was later sold to Plastipak Corporation. Prior to that, Mr. Beard served as President & CEO of TriMas Corporation, Chairman & CEO of Health Media, and Global Group President of Fluid Management Products at Dana/Echlin Corporation. In addition, Mr. Beard served as a senior executive Operating Partner with Blue Point Capital from 2009 to 2014. Mr. Beard also has experience at two private equity/merchant banking groups, Anderson Group and Oxford Investment Group, where he was actively involved in corporate development, strategy and operations management.
|
Frederick A. Ball
|
|
56
|
|
|
2008
|
|
|
Frederick A. Ball previously served as Executive Vice President and Chief Administrative Officer of Marketo Inc., a leading provider of a cloud-based marketing platform, from February 2016 through August 2016. Prior to that, Mr. Ball was Marketo’s Senior Vice President and Chief Financial Officer from May 2011 to February 2016. Prior to joining Marketo, Mr. Ball was the Chief Financial Officer for a number of private and public technology companies including Webroot Software, BigBand Networks, Inc., and Borland Software Corporation. Mr. Ball also served as Vice President, Mergers and Acquisitions for KLA-Tencor Corporation, a manufacturer of semiconductor equipment, and prior to that as its Vice President of Finance. Mr. Ball was with PricewaterhouseCoopers LLC for over 10 years. In December 2016, Mr. Ball joined the board of Engagio Inc., a leading provider of account-based marketing and sales solutions. Mr. Ball served as a director of Electro Scientific Industries, Inc., a leading supplier of innovative laser-based microfabrication solutions for industries reliant on micro technologies, from 2003 to January 2019, and served as chair of its compensation committee and a member of its audit committee. Mr. Ball served on the board of Sendgrid, Inc., a leading provider of a cloud-based customer communication platform, and from April 2017 until January 2019, having served as chair of its audit committee and a member of its nominating and governance committee.
|
Name
|
|
Age
|
|
Director Since
|
|
Principal Occupation and Business Experience
|
||
Tina M. Donikowski
|
|
59
|
|
|
2018
|
|
|
Tina M. Donikowski retired from General Electric Company, a diversified industrial company, in October 2015 after 38 years with the company. Ms. Donikowski served in a number of senior positions during her career at General Electric Company, including most recently as Vice President, Global Locomotive Business, GE Transportation, from January 2013 until her retirement. Ms. Donikowski currently serves on the Board of Directors of Atlas Copco AB (STOCKHOLM: ATCO), a world-leading provider of sustainable productivity solutions based in Stockholm, Sweden, CIRCO International (NYSE: CIR), a leading provider of flow control solutions and other highly engineered products and subsystems used in energy, aerospace and industrial markets based in Burlington, Massachusetts, TopBuild (NYSE: BLD) a leading installer and distributor of insulation and building material products to the U.S. construction industry based in Daytona Beach, Florida, and Eriez Magnetics, a privately held manufacturer and designer of magnetic, vibratory, and metal detection applications based in Erie, Pennsylvania. Ms. Donikowski also serves as a member of the Board of Trustees, Gannon University, and the Board of Trustees, Boys & Girls Club of Erie, Pennsylvania. Ms. Donikowski holds a Bachelor of Science degree in Industrial Engineering, as well as an Honorary Doctorate, from Gannon University.
|
Ronald C. Foster
|
|
68
|
|
|
2014
|
|
|
Ronald C. Foster is currently on the board of Everspin Technologies Inc., a publicly traded provider of MRAM solutions and Mr. Foster serves as chairman of the audit committee. Mr. Foster previously served as Chief Financial Officer and Vice President of Finance of Micron Technology, Inc. (“Micron”), a global corporation that produces forms of semiconductor devices, from April 2008 to March 2015. Mr. Foster was appointed to that position in 2008 after serving as a member of Micron’s Board of Directors from June 2004 to April 2005. Before joining Micron, Mr. Foster was the Chief Financial Officer and Senior Vice President of FormFactor, Inc., a semiconductor wafer test equipment company. Prior to joining FormFactor, Inc., Mr. Foster served as the Chief Financial Officer for JDS Uniphase, Inc. and Novell, Inc., and also served in various financial and operational roles at Applied Materials, Inc., Egghead Software, and Hewlett Packard Company. He previously served as a board member of Inotera Memories Inc., LUXIM Corporation, and Aptina Company.
|
Edward C. Grady
|
|
71
|
|
|
2008
|
|
|
Edward C. Grady is currently on the Southern Illinois University Edwardsville SIUE Foundation board. He served as President and Chief Executive Officer of Electro Scientific Industries, Inc., a leading supplier of innovative laser-based microfabrication solutions for industries reliant on micro technologies, from February 2014 to September 2016. Mr. Grady served as Chairman and Chief Executive Officer of Reel Solar Inc., an early stage start-up company focused on low cost PV Solar panel production technology and process, from 2010 until February 2014. Mr. Grady retired in October 2007 from his position as President and Chief Executive Officer of Brooks Automation, Inc. (“Brooks Automation”), a publicly traded provider of automation solutions to the global semiconductor and other complex manufacturing industries, including clean tech and data storage. Prior to joining Brooks Automation in February 2003, he ran multiple divisions at KLA-Tencor Corporation, a publicly traded process control company, and served as Chief Executive Officer of Hoya Micro Mask Inc., a supplier of photo masks and services to the semiconductor industry. Mr. Grady began his career as an engineer for Monsanto Electronic Materials Company (“MEMC”) and, during his 14 years with the company, rose to the position of Vice President of Worldwide Sales for the EPI division of MEMC. Mr. Grady also served on several boards of other technology companies, providing cross board experience.
|
Name
|
|
Age
|
|
Director Since
|
|
Principal Occupation and Business Experience
|
||
Thomas M. Rohrs
|
|
68
|
|
|
2006
|
|
|
Thomas M. Rohrs has served as Executive Chairman and director of Ichor Systems, Inc., a leading manufacturer of gas and chemical delivery systems for semiconductor process equipment, since February 2012 and became its Chief Executive Officer in September 2014. Previously, Mr. Rohrs was the Chief Executive Officer of Skyline Solar, Inc., a solar equipment manufacturer, from June 2010 to September 2012. Mr. Rohrs had been an advisor and consultant to a number of companies, both public and private, including renewable energy companies from February 2009 to June 2010. From April 2006 to February 2009, Mr. Rohrs served as Chief Executive Officer and Chairman of the board of Electroglas, Inc., a then public supplier of wafer probers and software solutions for the semiconductor industry. In July 2009, Electroglas filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code, citing the dramatic decline in semiconductor manufacturing equipment resulting from the global economic recession. In August 2009, Mr. Rohrs began serving as Interim Chief Executive Officer of Electroglas, which subsequently sold substantially all of its assets. From December 2004 to March 2010, Mr. Rohrs served as a director of Electroglas. From 1997 to 2002, Mr. Rohrs was employed by Applied Materials, Inc. (“Applied”), a semiconductor equipment company, most recently as Senior Vice President of Global Operations, and served as a member of Applied’s executive committee. Mr. Rohrs serves on the board of directors of Intevac, Inc., a publicly traded leading supplier of magnetic media processing systems. Mr. Rohrs served on the board of directors of Vignani Technologies Pvt. Ltd., an engineering services company, from 2005 to February 2014, and Magma Design Automation, Inc., a publicly traded electronic design automation software and design services company, from July 2003 to March 2012. Mr. Rohrs served on the board of Seque Manufacturing Services, a private manufacturing services company, from 2008 to 2015. Mr. Rohrs served on the board of directors of Ultra Clean Holdings, Inc. from 2003 to 2008 and was a member of its compensation and nominating committees. Mr. Rohrs served as a director of Ion Systems, Inc., a then private electrostatic control company, from 2003 until January 2006 when Ion Systems was sold.
|
John A. Roush
|
|
54
|
|
|
2016
|
|
|
John A. Roush currently serves as an operating executive advisor to ACON Investments, LLC, a private equity firm. Mr. Roush serves as Chairman of the Board of International Imaging Materials, Inc., a privately held portfolio company of ACON Investments, LLC, that produces consumable products for the industrial marking and medical device industries. Mr. Roush also serves as a director of Lemaitre Vascular, Inc., a publicly traded global provider of medical devices and implants for the treatment of peripheral vascular disease, and he is a member of its Audit Committee. Mr. Roush also serves as a director of Applied Life Sciences & Systems, a privately held company that is developing automated vaccine delivery technology for the poultry industry. Mr. Roush previously served as Chief Executive Officer and a director of Novanta Inc., (formerly, GSI Group Inc.), a leading global supplier of precision photonic components and subsystems to original equipment manufacturers in the medical and advanced industrial markets, from December 2010 to September 2016. Mr. Roush joined Novanta after a twelve year career with PerkinElmer, Inc., a provider of technology and services to the diagnostics, research, environmental, safety and security, industrial and laboratory services markets, where he was a corporate officer and served in several leadership positions, most recently leading the company’s $1.2 billion Environmental Health segment. Prior to joining PerkinElmer, Mr. Roush held management positions with Outboard Marine Corporation, AlliedSignal, Inc., (now Honeywell International), McKinsey & Company Inc. and General Electric Company.
|
Name
|
|
Age
|
|
Director Since
|
|
Principal Occupation and Business Experience
|
||
Yuval Wasserman
|
|
64
|
|
|
2014
|
|
|
Yuval Wasserman has served as President & Chief Executive Officer, and as a director of Advanced Energy since October 2014. Mr. Wasserman joined us in August 2007 as Senior Vice President, Sales, Marketing and Service. In October 2007, Mr. Wasserman was promoted to Executive Vice President, Sales, Marketing and Service. In April 2009, he was promoted to Executive Vice President and Chief Operating Officer of the Company, and then in August 2011, he was promoted to President of the Thin Films Business Unit. Prior to joining the Company, Mr. Wasserman served as the President, and later as Chief Executive Officer, of Tevet Process Control Technologies, Inc., a semiconductor metrology company, until July 2007. Prior to that, he held senior executive and general management positions at Boxer Cross (a metrology company acquired by Applied Materials, Inc.), Fusion Systems (a plasma strip company that is a division of Axcelis Technologies, Inc.), and AG Associates (a semiconductor capital equipment company focused on rapid thermal processing). Mr. Wasserman started his career at National Semiconductor, Inc., where he held various process engineering and management positions. Mr. Wasserman was on the Board of Directors of Syncroness, Inc., an outsourced engineering and product development company, from 2010 to 2017 when it was sold, and joined the Board of Directors of FARO Technologies, Inc., a publicly traded manufacturer of three-dimensional (3D) measurement, imaging and realization systems, in December 2017. Mr. Wasserman is a National Association of Corporate Directors (NACD) Governance Fellow. Mr. Wasserman has a BSc degree in chemical engineering from Ben Gurion University in Israel.
|
|
|
Committee Membership
|
||||||
Director
|
|
Audit and Finance
|
|
Nominating and Governance
|
|
Compensation
|
|
Pricing
|
Grant H. Beard
|
|
|
|
x
|
|
x
|
|
x
|
Frederick A. Ball
|
|
x
|
|
x
|
|
|
|
x
|
Tina M. Donikowski
|
|
x
|
|
x
|
|
|
|
|
Ronald C. Foster
|
|
x
|
|
x
|
|
|
|
x
|
Edward C. Grady
|
|
|
|
x
|
|
x
|
|
|
Thomas M. Rohrs
|
|
x
|
|
x
|
|
|
|
|
John A. Roush
|
|
|
|
x
|
|
x
|
|
|
Yuval Wasserman
|
|
|
|
|
|
|
|
|
•
|
Senior Leadership Experience.
Directors who have served in senior leadership positions are important to the Company, as they bring experience and perspective in analyzing, shaping, and overseeing the execution of important operational and policy issues at a senior level. These directors’ insights and guidance, and their ability to
|
•
|
Public Company Board Experience
. Directors who have served on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors; the relations of a board to the Chief Executive Officer and other management personnel; the importance of particular agenda and oversight matters; and oversight of a changing mix of strategic, operational, and compliance-related matters.
|
•
|
Industry and Technical Expertise
. Because the Company is a global leader in innovative power solutions for semiconductor and industrial markets, experience in relevant technology is useful in understanding the Company’s research and development efforts, competing technologies, the various products and processes the Company develops, the manufacturing and assembly-and-test operations and the market segments in which the Company competes.
|
•
|
Global Expertise
. Because the Company is a global organization with research and development, manufacturing, assembly and test facilities, and sales and other offices in many countries, directors with global expertise can provide a useful business and cultural perspective regarding many significant aspects of our business.
|
•
|
Financial Expertise.
Knowledge of financial markets, financing and funding operations, and accounting and financial reporting processes is important because it assists the directors in understanding, advising and overseeing the Company’s capital structure, financing and investing activities, financial reporting and internal control of such activities.
|
•
|
$45,000 annual cash retainer paid in equal quarterly installments in February, May, August, and November;
|
•
|
An additional $50,000 annual cash retainer for the Chair of the Board, paid in equal quarterly installments in February, May, August, and November;
|
•
|
Annual cash retainer fees of $26,000, $15,000 and $10,000 for the chairs of the Audit and Finance, Compensation, and Nominating and Governance Committees, respectively;
|
•
|
Annual cash retainer fees of $13,000, $7,500, and $5,000 for committee members of the Audit and Finance, Compensation and Nominating and Governance Committees, respectively;
|
•
|
The Board may (but is not required) to grant restricted stock units to a new non-employee director upon initial election or appointment to the Board; and
|
•
|
6,000 restricted stock units annually to each non-employee director on the date of his or her re-election at the Annual Meeting; each annual grant will vest one year from the date of grant if the director continues to then-serve on the Board.
|
2018 Director Compensation
|
|||||||||||||||||||||
Name
|
|
Fee Earned or
Paid in Cash
($)
|
|
Stock Awards
($)
(1)
|
|
Option Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|||||||
Grant H. Beard, Chairman
|
|
112,500
|
|
|
368,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
481,380
|
|
Frederick A. Ball
|
|
76,000
|
|
|
368,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
444,880
|
|
Tina M. Donikowski (2)
|
|
42,000
|
|
|
368,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
410,880
|
|
Ronald C. Foster
|
|
63,000
|
|
|
368,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
431,880
|
|
Edward C. Grady
|
|
65,000
|
|
|
368,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433,880
|
|
Thomas M. Rohrs
|
|
63,000
|
|
|
368,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
431,880
|
|
John A. Roush
|
|
57,500
|
|
|
368,880
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
426,380
|
|
Yuval Wasserman
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
During 2018, Messrs. Beard, Ball, Foster, Grady, Rohrs and Roush and Ms. Donikowski were each granted 6,000 restricted stock units (RSUs) for their service on the Board. As of December 31, 2018, Messrs. Beard, Ball, Foster, Grady, Rohrs, and Ms. Donikowski each had 6,000 outstanding RSUs and Mr. Roush had 11,000 outstanding RSUs.
|
(2)
|
Ms. Donikowski joined the Board on May 3, 2018.
|
•
|
selecting Advanced Energy’s independent registered public accounting firm;
|
•
|
approving the scope, fees and results of the audit engagement;
|
•
|
determining the independence and evaluating the performance of Advanced Energy’s independent registered public accounting firm and internal auditors;
|
•
|
approving in advance any audit and non-audit services and fees charged by the independent registered public accounting firm;
|
•
|
evaluating comments made by the independent registered public accounting firm with respect to accounting procedures and internal controls and determining whether to bring such comments to the attention of Advanced Energy’s management;
|
•
|
reviewing the internal accounting procedures and controls with Advanced Energy’s financial and accounting staff and approving significant changes;
|
•
|
reviewing and approving related party transactions; and
|
•
|
establishing and maintaining procedures for, and a policy of, open access to the members of the Audit and Finance Committee by the employees of and consultants to Advanced Energy to enable the employees and consultants to report to the Audit and Finance Committee concerns held by such employees and consultants regarding the financial reporting of the Company and potential misconduct.
|
•
|
ensuring that a majority of the directors will be independent;
|
•
|
establishing qualifications and standards to serve as a director;
|
•
|
identifying and recommending individuals qualified to become directors;
|
•
|
considering any candidates recommended by stockholders;
|
•
|
determining the appropriate size and composition of the Board;
|
•
|
ensuring that the independent directors meet in executive session quarterly;
|
•
|
reviewing other directorships, positions, and business and personal relationships of directors and candidates for conflicts of interest, effect on independence, ability to commit sufficient time and attention to the Board or other suitability criteria;
|
•
|
sponsoring and overseeing performance evaluations for the Board as a whole, conducting director peer evaluations, coordinating evaluations of the other committees with the other committee chairpersons;
|
•
|
developing and reviewing periodically, at least annually, the corporate governance policies and guidelines of Advanced Energy, and recommending any changes to the Board;
|
•
|
review succession plans for the CEO and other key management positions as appropriate;
|
•
|
considering any other corporate governance issues that arise from time to time and referring them to the Board;
|
•
|
if the Board requests, developing appropriate recommendations to the Board; and
|
•
|
overseeing the Company’s insider trading policies and procedures.
|
Fee Category
|
|
2018
|
|
2017
|
||||
|
|
(In thousands)
|
||||||
Audit Fees
(1)
|
|
$
|
2,033
|
|
|
$
|
2,160
|
|
Audit Related Fees
(2)
|
|
—
|
|
|
—
|
|
||
Tax Fees
(3)
|
|
—
|
|
|
—
|
|
||
Other Fees
(4)
|
|
—
|
|
|
—
|
|
||
Total Fees
|
|
$
|
2,033
|
|
|
$
|
2,160
|
|
(1)
|
Audit Fees
consisted of fees for (a) professional services rendered for the annual audit of Advanced Energy’s consolidated financial statements and internal controls over financial reporting, (b) review of the interim consolidated financial statements included in quarterly reports, and (c) services that are typically provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
|
(2)
|
Audit-Related Fees
consisted of fees for assurance and related services that were reasonably related to the performance of the audit or review of Advanced Energy’s consolidated financial statements and are not reported under “Audit Fees.”
|
(3)
|
Tax Fees
. We did not pay any fees to Grant Thornton LLP for tax compliance, tax advice or tax planning during 2017 or 2018.
|
(4)
|
Other Fees
consisted of fees for due diligence procedures.
|
•
|
We strive to structure our executive compensation programs within a framework that measures performance using a variety of financial metrics and non-financial metrics. We do this to promote and reward actions that strengthen the Company’s long-term health while promoting strong annual results.
|
•
|
We make annual compensation decisions based on an assessment of each executive’s performance against goals that promote the Company’s success by focusing on our stockholders, customers and employees. We focus not only on results but on how results were achieved.
|
•
|
We strive to structure our executive compensation programs to be consistent with and support sound risk management. We have reviewed the design and controls in our incentive compensation program to assess the effectiveness of the program and our compensation practices in controlling excessive risk.
|
•
|
each person known to us to beneficially own more than five percent (5%) of the outstanding common stock;
|
•
|
each director and nominee for director;
|
•
|
each named executive officer; and
|
•
|
the directors and executive officers as a group.
|
Name of Stockholder
|
|
Shares of Common
Stock Beneficially
Owned **
|
|
Percent Owned
|
||
BlackRock, Inc.
|
|
5,589,074
|
|
(1)
|
14.6
|
%
|
The Vanguard Group
|
|
3,945,943
|
|
(2)
|
10.3
|
%
|
Yuval Wasserman, President, Chief Executive Officer and Director
|
|
242,520
|
|
(3)(4)
|
*
|
|
Paul Oldham, Executive Vice President and Chief Financial Officer
|
|
1,420
|
|
|
*
|
|
Neil Brinker, Executive Vice President and Chief Operating Officer
|
|
—
|
|
|
*
|
|
Thomas O. McGimpsey, Executive Vice President, General Counsel, Government Affairs & Corporate Secretary
|
|
43,064
|
|
(3) (4)
|
*
|
|
Thomas Liguori, Former Executive Vice President and Chief Financial Officer
|
|
5,116
|
|
(6)
|
*
|
|
Grant H. Beard, Chairman of the Board of Directors
|
|
48,000
|
|
(5)
|
*
|
|
Frederick A. Ball, Director
|
|
29,000
|
|
(5)
|
*
|
|
Tina M. Donikowski, Director
|
|
6,000
|
|
(5)
|
*
|
|
Ronald C. Foster, Director
|
|
35,500
|
|
(5)
|
*
|
|
Edward C. Grady, Director
|
|
40,800
|
|
(5)
|
*
|
|
Thomas M. Rohrs, Director
|
|
30,750
|
|
(5)
|
*
|
|
John A. Roush, Director
|
|
19,500
|
|
(5)
|
*
|
|
|
|
|
|
|
||
All executive officers and directors, as a group (11 persons)
|
|
496,554
|
|
(7)
|
1.3
|
%
|
•
|
Yuval Wasserman, President and Chief Executive Officer;
|
•
|
Paul Oldham, Executive Vice President and Chief Financial Officer;
|
•
|
Neil Brinker, Executive Vice President and Chief Operating Officer;
|
•
|
Thomas O. McGimpsey, Executive Vice President, General Counsel, Governmental Affairs & Corp. Secretary; and
|
•
|
Thomas Liguori, former Executive Vice President and Chief Financial Officer.
|
•
|
Compensation should promote the long-term focus required for the Company’s success by aligning executive officer’s interests with those of stockholders.
|
•
|
Compensation should reflect the level of job responsibility and Company and individual performance. As employees progress to higher levels in the organization, an increasing proportion of their pay is linked to Company performance because those employees are more able to affect the Company’s results.
|
•
|
Compensation should reflect the value of the job in the marketplace. To attract and retain a highly skilled work force, we must remain competitive with the pay of other premier employers with whom we compete for talent.
|
Peer Companies
|
||
Brooks Automation, Inc.
|
Entegris, Inc.
|
Photronics, Inc.
|
Astronics Corporation
|
Monolithic Power Systems, Inc.
|
Thermon Group Holdings, Inc.
|
Rogers Corporation
|
Kulicke & Soffa Industries, Inc.
|
Veeco Instruments, Inc.
|
Coherent
|
MKS Instruments, Inc.
|
Power Integrations, Inc.
|
Ambarella, Inc.
|
OSI Systems, Inc.
|
|
•
|
Built and expanded a highly talented management team, including Mr. Oldham our CFO, Mr. Brinker our COO, Ms. Isabel Yang our CTO and other key roles reporting to these individuals
|
•
|
Added incremental revenue through acquisitions, including Lumasense, Trek, and Monroe’s electrostatic business
|
2018 LTI Performance Stock Unit Performance Goals
|
||||
Financial Performance Metric
|
Weight
|
Threshold
(50% payout)
|
Target
(100% payout)
|
Stretch
(200% payout)
|
Revenue
|
50%
|
$900 million
|
$1.13 billion
|
$1.25 billion
|
Non GAAP EPS
|
50%
|
$5.50
|
$6.00
|
$6.50
|
Name
|
|
2018 LTI Restricted Stock Units Granted
(#)
|
|
2018 LTI Restricted Stock Units Earned during 2018
(#)
|
|
2018 LTI Performance Stock Units Earned during 2018
(#)
|
Yuval Wasserman
|
|
20,699
|
|
6,890
|
|
—
|
Paul Oldham
|
|
4,260
|
|
1,420
|
|
—
|
Neil Brinker
|
|
3,331
|
|
1,111
|
|
—
|
Thomas O. McGimpsey
|
|
4,822
|
|
1,608
|
|
—
|
2017 LTI Performance Stock Unit Performance Goals
|
||||
Financial Performance Metric
|
Weight
|
Threshold
(50% payout) |
Target
(100% payout) |
Stretch
(200% payout) |
Revenue
|
50%
|
$650 million
|
$750 million
|
$850 million
|
Non GAAP EPS
|
50%
|
$3.00
|
$3.50
|
$4.00
|
2016 LTI Performance Stock Unit Performance Goals
|
||||
Financial Performance Metric
|
Weight
|
Threshold
(50% payout)
|
Target
(100% payout)
|
Stretch
(200% payout)
|
Revenue
|
50%
|
$550 million
|
$650 million
|
$750 million
|
Non GAAP EPS
|
50%
|
$2.50
|
$3.00
|
$3.50
|
Name
|
|
2016 LTI Performance Stock Units Earned in 2018 (#)
|
Yuval Wasserman
|
|
10,603
|
Thomas O. McGimpsey
|
|
3,181
|
•
|
the median of the annual total compensation of all employees of our Company was reasonably estimated to be $45,865. The median employee is employed in Korea as a Quality Engineer II.
|
•
|
the annual total compensation of Mr. Wasserman was $4,316,713.
|
•
|
Based on this information, the ratio of the annual total compensation of our chief executive officer to the median of the annual total compensation of all other employees is estimated to be 94 to 1.
|
Name
|
|
Age
|
|
Position
|
|
Principal Occupation and Business Experience
|
Yuval Wasserman
|
|
64
|
|
President, Chief Executive Officer and Director
|
|
A summary of Mr. Wasserman’s business experience is included in Proposal No. 1 on page [X].
|
Paul Oldham
|
|
55
|
|
Executive Vice President, Chief Financial Officer
|
|
Mr. Oldham joined the Company in May 2018 as its Executive Vice President & Chief Financial Officer. Previously Mr. Oldham served as the Senior Vice President of Administration, Chief Financial Officer and Corporate Secretary of Electro Scientific Industries, Inc., a developer and manufacturer of laser-based production equipment (“ESI”), from February 17, 2016 until December 4, 2017, and as the Vice President of Administration, Chief Financial Officer and Corporate Secretary of ESI from January 7, 2008 until February 16, 2016. Prior to joining ESI, Mr. Oldham was employed at Tektronix, Inc., a test, measurement, and monitoring company, since 1988, where he held several senior leadership positions, including Vice President Finance and Corporate Controller, Vice President - Treasurer and Investor Relations and European Operations Controller. Mr. Oldham has a Bachelor’s Degree in Accounting and an MBA in accounting and finance from Brigham Young University.
|
Neil Brinker
|
|
43
|
|
Executive Vice President, Chief Operating Officer
|
|
Mr. Brinker joined the Company in June 2018 as its Executive Vice President & Chief Operating Officer. Previously, Mr. Brinker served as the Group President of the IDEX Corporation (“IDEX”), from July 2015, and was Platform President of IDEX’s Material Processing Technologies from May 2014 to July 2015 and General Manager of IDEX’s Fluid Management business from April 2012 to May 2014. Prior to IDEX, Mr. Brinker was a Director of Global Operations at Danaher Corporation (“Danaher”) from July 2009 to April 2012 and held several other operations management leadership positions at Danaher from February 2007 to July 2009. Prior to Danaher, Mr. Brinker held various management positions at General Motors Company from 2001 to 2007. Mr. Brinker holds a B.S.M.E. degree from Michigan State University, a Master of Engineering from the University of Michigan and an MBA from Eastern Michigan University.
|
Name
|
|
Age
|
|
Position
|
|
Principal Occupation and Business Experience
|
Thomas O. McGimpsey
|
|
57
|
|
Executive Vice
President, General Counsel, Government Affairs & Corporate Secretary
|
|
Mr. McGimpsey joined the Company in April 2009 and serves as its Executive Vice President - General Counsel, Government Affairs & Corporate Secretary. Mr. McGimpsey was the interim Chief Financial Officer from January to May in 2018, the Corporate Development Officer from 2011 to 2015 and managed the IT Department from 2010 to 2013, all while serving as General Counsel. Prior to joining the Company, Mr. McGimpsey was a Vice President of Operations at First Data Corporation from February 2008 to April 2009. During 2007, Mr. McGimpsey was a consultant and legal advisor to various companies. Prior to that, Mr. McGimpsey was the Executive Vice President of Business Development & Chief Legal Officer for McDATA Corporation from July 2000 to January 2007 when the company was sold. From February 1998 until its sale in June 2000, Mr. McGimpsey held the position of Director and Senior Corporate Attorney at US WEST, Inc. From 1991 to 1998, Mr. McGimpsey was in private practice at national law firms. From 1984 to 1988, Mr. McGimpsey was a Senior Engineer for Software Technology, Inc. (a Harris company). Mr. McGimpsey has been on the Board of Directors of CPP, Inc., an international engineering services company, since August 2015 and has been a Commissioner on the Colorado Commission on Higher Education since July 2015. Mr. McGimpsey received his Executive MBA (with honors) from Colorado State University, his Juris Doctor degree from the University of Colorado and his B.S. degree in Computer Science from Embry-Riddle Aeronautical University. Mr. McGimpsey is a National Association of Corporate Directors (NACD) Board Leadership Fellow and is licensed to practice law in New York, Colorado, Florida and before the U.S. Supreme Court.
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)(1)
|
|
Stock
Awards
($)(2)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)(3)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
||||||||
Yuval Wasserman
|
|
2018
|
|
700,000
|
|
|
—
|
|
|
2,880,846
|
|
|
—
|
|
|
725,000
|
|
|
—
|
|
|
10,867
|
|
|
4,316,713
|
|
President and Chief Executive
|
|
2017
|
|
650,000
|
|
|
—
|
|
|
3,900,326
|
|
|
—
|
|
|
977,250
|
|
|
—
|
|
|
12,415
|
|
|
5,539,991
|
|
Officer
|
|
2016
|
|
625,000
|
|
|
—
|
|
|
2,581,217
|
|
|
—
|
|
|
889,500
|
|
|
—
|
|
|
9,880
|
|
|
4,105,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Paul Oldham
|
|
2018
|
|
267,397
|
|
|
—
|
|
|
520,998
|
|
|
—
|
|
|
121,940
|
|
|
—
|
|
|
7,626
|
|
|
917,961
|
|
Executive Vice President and
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Chief Financial Officer
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Neil Brinker
|
|
2018
|
|
229,384
|
|
|
150,000
|
|
|
855,867
|
|
|
—
|
|
|
104,423
|
|
|
—
|
|
|
965
|
|
|
1,340,639
|
|
Executive Vice President and
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Chief Operating Officer
|
|
2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Thomas O. McGimpsey
|
|
2018
|
|
350,000
|
|
|
—
|
|
|
672,090
|
|
|
—
|
|
|
136,500
|
|
|
—
|
|
|
10,352
|
|
|
1,168,942
|
|
Executive Vice President and
|
|
2017
|
|
340,000
|
|
|
—
|
|
|
975,020
|
|
|
—
|
|
|
404,960
|
|
|
—
|
|
|
11,173
|
|
|
1,731,153
|
|
General Counsel
|
|
2016
|
|
330,000
|
|
|
—
|
|
|
774,348
|
|
|
—
|
|
|
273,240
|
|
|
—
|
|
|
9,983
|
|
|
1,387,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Thomas Liguori
|
|
2018
|
|
49,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,538
|
|
Former Executive Vice President and
|
|
2017
|
|
420,000
|
|
|
—
|
|
|
1,498,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,173
|
|
|
1,929,335
|
|
Chief Financial Officer (4)
|
|
2016
|
|
400,000
|
|
|
—
|
|
|
919,937
|
|
|
—
|
|
|
386,400
|
|
|
—
|
|
|
9,616
|
|
|
1,715,953
|
|
(1)
|
In 2018, the Company paid a cash bonus to Mr. Brinker for a signing bonus.
|
(2)
|
The value of the Stock Awards listed relate to the Long Term Incentive Plan and represents the full grant date value in accordance with FASB ASC Topic 718 of: (a) time-based restricted stock units with one-third vesting on each anniversary of the date of grant and, for 2018, was conditioned on the Company achieving positive non-GAAP operating income from continuous operations and (b) performance stock unit awards that may vest during a 3 year period contingent on achievement of certain performance goals. The value of the 2018 performance stock units are shown in the table assuming the target performance goals were met. The 2018 maximum amount of total stock awards assuming 200% achievement for Messrs. Wasserman, Oldham, Brinker, and McGimpsey would be $4,321,338, $781,436, $1,058,059, and $1,008,205, respectively. The value of the 2017 performance stock units are shown in the table assuming the target performance goals were met. The 2017 maximum amount of total stock awards assuming 200% achievement for Messrs. Wasserman, Liguori, and McGimpsey would be $5,229,490, $1,936,804, and $1,307,342, respectively. The value of the 2016 performance stock units are shown in this table assuming 190% of the performance goals were met. The 2016 maximum amount of the total stock awards assuming 200% achievement for Messrs. Wasserman, Liguori, and McGimpsey would be $2,624,970, $937,451 and $787,483, respectively. The assumptions used to calculate the value of Stock Awards are set forth under Note 17 of the Notes to Consolidated Financial Statements included in Advanced Energy’s Annual Report on Form 10-K for fiscal year ended December 31, 2018 filed with the SEC on February 21, 2019.
|
(3)
|
For each named executive officer, the amount shown in this column represents the amount earned under the STI plan with respect to the year shown, though the amounts were actually paid in the subsequent fiscal year pursuant to the terms of the STI plan.
|
(4)
|
All other compensation for each named executive officer consists of a 401(k) employer matching contribution and the cost of excess life insurance and disability insurance premiums that the Company paid on behalf of the named executive officer.
|
(5)
|
Mr. Liguori was named Executive Vice President and Chief Financial Officer effective May 18, 2015. Mr. Liguori served as our Executive Vice President and Chief Financial Officer until January 26, 2018, when he voluntarily terminated employment with the Company to pursue another opportunity.
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards (2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)(3)
|
|
All Other Option Awards: Number of Securities Underlying Options
(#)
|
|
Exercise or Base Price of Option Awards
($/share)
|
|
Grant Date Fair Value of Stock and Option Awards
($)(4)
|
|||||||||||||||||||
Name
|
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|
|
|
|||||||||||||||
Yuval Wasserman
|
|
—
|
|
|
—
|
|
|
700,000
|
|
|
1,400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/2/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,334
|
|
|
20,669
|
|
|
41,339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,440,423
|
|
|
|
2/2/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,669
|
|
|
—
|
|
|
—
|
|
|
1,440,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Paul Oldham
|
|
—
|
|
|
—
|
|
|
187,178
|
|
|
374,356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5/2/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,130
|
|
|
4,260
|
|
|
8,519
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260,499
|
|
|
|
5/2/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,260
|
|
|
—
|
|
|
—
|
|
|
260,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Neil Brinker
|
|
—
|
|
|
—
|
|
|
160,568
|
|
|
321,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6/18/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,666
|
|
|
3,331
|
|
|
6,662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,192
|
|
|
|
6/18/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,331
|
|
|
—
|
|
|
—
|
|
|
202,192
|
|
|
|
7/17/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,531
|
|
|
—
|
|
|
—
|
|
|
451,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Thomas O. McGimpsey
|
|
—
|
|
|
—
|
|
|
210,000
|
|
|
420,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/2/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,410
|
|
|
4,822
|
|
|
9,645
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
336,045
|
|
|
|
2/2/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,822
|
|
|
—
|
|
|
—
|
|
|
336,045
|
|
(1)
|
Amounts shown are estimated payouts for 2018 under the Company’s STI plan. The target bonus amount equals a specified percentage of each named executive officer’s base salary as of December 31, 2018, as described in more detail above under “-Components of Executive Compensation-2018 Short Term Incentive Plan Compensation.” The maximum amount shown is 2.0 times the target bonus amount for each of the named executive officers. Actual bonuses received by these named executive officers for 2018 are reported in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”
|
(2)
|
Reflects the performance stock units that vest upon the Company’s achievement of certain performance goals during the three year period 2018-2020. These awards are described in more detail above under “-Components of Executive Compensation-2018 Long-Term Equity Incentive Compensation.”
|
(3)
|
The awards with grant dates of 2/2/2018, 5/2/2018, and 6/18/2018 reflect restricted stock units that vest in 1/3 on each anniversary of the grant date, contingent on the Company achieving positive non-GAAP operating income from continuous operations. These awards are described in more detail above under “-Components of Executive Compensation-2018 Long-Term Equity Incentive Compensation.” The award with a grant date of 7/17/2018 is a one-time new hire award and reflects restricted stock units that vest in 1/2 on each anniversary of the grant date.
|
(4)
|
The value of the restricted stock units and performance stock units are based on the fair value as of the grant date of such award determined pursuant to FASB ASC Topic 718.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
Name
|
|
Number of Exercisable Securities Underlying Unexercised Options
(#)
|
|
Number of Unexercisable Securities Underlying Unexercised Options
(#)
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#) |
|
Option Exercise Price
($)
|
|
Option Expiration Date
(2)
|
|
Number of Shares or Units of Stock That Have Not Vested
(#) |
|
Market Value of Shares or Units of Stock That Have Not Vested
($) |
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(1)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
|||||||||
Yuval Wasserman
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,991
|
|
(3)
|
2,403,694
|
|
|
15,757
|
|
|
676,448
|
|
|
|
43,429
|
|
|
—
|
|
|
—
|
|
|
18.77
|
|
|
10/1/2024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
83,945
|
|
|
—
|
|
|
—
|
|
|
26.32
|
|
|
2/5/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Paul Oldham
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,260
|
|
(4)
|
182,882
|
|
|
2,130
|
|
|
91,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Neil Brinker
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,862
|
|
(5)
|
466,306
|
|
|
1,666
|
|
|
71,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Thomas O. McGimpsey
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,694
|
|
(6)
|
630,813
|
|
|
3,765
|
|
|
161,631
|
|
|
|
6,995
|
|
|
—
|
|
|
—
|
|
|
26.32
|
|
|
2/5/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Calculated based on the achieved performance for fiscal 2018. Performance stock units can vest in any quarter during their respective three-year performance period if any of the performance goals are independently met over a trailing four quarter period. These awards are described in more detail above under “-Components of Executive Compensation."
|
(2)
|
All options expire 10 years following the date of issuance and vest one-third per year over three (3) years.
|
(3)
|
14,120 shares vested on February 2, 2019, 10,259 shares vested on February 4, 2019, 10,603 shares vested on February 22, 2019, 14,120 shares vest on February 2, 2020 and 6,889 shares vest on February 2, 2021.
|
(4)
|
1,420 shares vest on May 2, 2019, 2020 and 2021.
|
(5)
|
1,111 shares vest on June 18, 2019, 3,766 shares vest on July 17, 2019, 1,110 shares vest on June 18, 2020, 3,765 shares vest on July 17, 2020 and 1,110 shares vest on June 18, 2021.
|
(6)
|
3,415 shares vested on February 2, 2019, 3,077 shares vested on February 4, 2019, 3,181 shares vested on February 22, 2019, 3,414 shares vest on February 2, 2020 and 1,607 shares vest on February 2, 2021.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of
Shares Acquired on Exercise
(#)
|
|
Value
Realized on Exercise
($)
|
|
Number of
Shares Acquired on Vesting
(#)
|
|
Value
Realized on Vesting
($)(1)
|
||||
Yuval Wasserman
|
|
55,540
|
|
|
2,702,621
|
|
|
77,361
|
|
(2)
|
5,161,877
|
|
Paul Oldham
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Neil Brinker
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Thomas O. McGimpsey
|
|
—
|
|
|
—
|
|
|
20,238
|
|
(3)
|
1,349,976
|
|
(1)
|
The value realized equals the market value of the Company's common stock on the release date, multiplied by the number of shares that vested.
|
(2)
|
Of this number, 34,066 shares were withheld by the Company to cover tax withholding obligations.
|
(3)
|
Of this number, 8,962 shares were withheld by the Company to cover tax withholding obligations.
|
Name
|
|
Benefits
|
|
Change in
Control
Termination
w/o Cause
or for
Good Reason
(1)(2)(3)
|
|
General Severance for Terminationw/out Cause or for Good Reason
|
|
Voluntary
Termination
|
|
Death
|
|
Long-
Term
Disability
|
|
|||||||||
Yuval Wasserman
|
|
Prorated target bonus
|
|
$
|
700,000
|
|
(4)
|
$
|
—
|
|
|
—
|
|
|
$
|
1,000,000
|
|
(11)
|
$
|
102,000
|
|
(12)
|
|
|
Severance
|
|
1,400,000
|
|
(5)
|
1,050,000
|
|
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Target bonus
|
|
1,400,000
|
|
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Outplacement services
|
|
15,000
|
|
(9)
|
15,000
|
|
(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Continuation of benefits
|
|
41,115
|
|
(9)
|
27,410
|
|
(10)
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Paul Oldham
|
|
Prorated target bonus
|
|
187,178
|
|
(4)
|
—
|
|
|
—
|
|
|
800,000
|
|
(11)
|
102,000
|
|
(12)
|
||||
|
|
Severance
|
|
600,000
|
|
(5)
|
400,000
|
|
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Target bonus
|
|
280,767
|
|
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Outplacement services
|
|
15,000
|
|
(9)
|
15,000
|
|
(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Continuation of benefits
|
|
57,071
|
|
(9)
|
38,047
|
|
(10)
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Neil Brinker
|
|
Prorated target bonus
|
|
160,568
|
|
(4)
|
—
|
|
|
—
|
|
|
850,000
|
|
(11)
|
102,000
|
|
(12)
|
||||
|
|
Severance
|
|
637,500
|
|
(5)
|
425,000
|
|
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Target bonus
|
|
240,852
|
|
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Outplacement services
|
|
15,000
|
|
(9)
|
15,000
|
|
(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Continuation of benefits
|
|
55,626
|
|
(9)
|
37,084
|
|
(10)
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Thomas O. McGimpsey
|
|
Prorated target bonus
|
|
210,000
|
|
(4)
|
—
|
|
|
—
|
|
|
700,000
|
|
(11)
|
102,000
|
|
(12)
|
||||
|
|
Severance
|
|
525,000
|
|
(5)
|
350,000
|
|
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Target bonus
|
|
315,000
|
|
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Outplacement services
|
|
15,000
|
|
(9)
|
15,000
|
|
(8)
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Continuation of benefits
|
|
63,081
|
|
(9)
|
42,054
|
|
(10)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Pursuant to the Company’s Executive Change in Control and General Severance Agreement, “Cause” means any of the following: (i) the Executive’s (A) conviction of a felony; (B) commission of any other material act or omission involving dishonesty or fraud with respect to the Company or any of its affiliates or any of the customers, vendors or suppliers of the Company or its affiliates; (C) misappropriation of material funds or assets of the Company for personal use; or (D) engagement in unlawful harassment or unlawful discrimination with respect to any employee of the Company or any of its subsidiaries;(ii) the Executive’s continued substantial and repeated neglect of his duties, after written notice thereof from Senior Management (or the Compensation Committee, if Executive is a member of Senior Management or a named executive officer of the Company), and such neglect has not been cured within 30 days after the Executive receives notice thereof from Senior Management (or the Compensation Committee, as applicable);(iii) the Executive’s gross negligence or willful misconduct in the performance of his duties hereunder that is materially and demonstrably injurious to the Company (either singly or on a consolidated basis); or (iv) the Executive’s engaging in conduct constituting a breach of his written obligations to the Company or any subsidiary in respect of confidentiality and/or the use or ownership of proprietary information.
|
(2)
|
Pursuant to the Company’s Executive Change in Control and General Severance Agreement, “Good Reason” means any of the following: (i) a material reduction in the Executive’s duties, level of responsibility or authority, other than a change in title only without the Executive’s express written consent; or(ii) a material reduction in the Executive’s Base Salary, without (A) the Executive’s express written consent or (B) an increase in the Executive’s benefits, perquisites and/or guaranteed bonus, which increase(s) have a value reasonably equivalent to the reduction in Base Salary; or(iii) a material reduction in the Executive’s Target Bonus, without (A) the Executive’s express written consent or (B) a corresponding increase in the Executive’s Base Salary; or(iv) the relocation of the Executive’s principal place of business to a location more than thirty-five (35) miles from the Executive’s principal place of business immediately prior to the Change in Control, without the Executive’s express written consent; or(v) the Company’s (or its successor’s) material breach of this Agreement.
Notwithstanding the foregoing, the Executive will not be considered to have terminated for Good Reason unless (A) the Executive provides written notice to the Company of the circumstance(s) constituting the Good Reason event within 90 days following the initial existence of such event, (B) the Company fails to cure the Good Reason event within 30 days following its receipt of such notice, and (C) the Executive provides written notice to the Company of his Date of Termination.
|
(3)
|
As described above in the proxy statement under the heading “Change in Control and General Severance Agreements” in the Executive Compensation section and as described in the footnotes above, under the Executive Change in Control and General Severance Agreement, in the event of an executive’s termination without “Cause” or for “Good Reason” following an actual or during a pending change in control, all stock options, equity grants and other equity awards held by the executive so terminated become fully vested and exercisable. For further information regarding the executives’ long-term equity incentive compensation and awards (including options, grants and awards under the various long term incentive plans) please refer to the Executive Compensation section of the proxy statement. Such accelerated vesting of these stock options, equity grants and other equity awards could result in payouts to the executives in such circumstances.
|
(4)
|
Assumes December 31, 2018 termination date. Executive to receive a pro rata portion of target bonus.
|
(5)
|
CEO to receive a lump sum payment equal to two (2) times and each other NEO to receive a lump sum payment equal to one and a half (1.5) times his then current annual base salary.
|
(6)
|
CEO to receive a lump sum payment equal to one and a half (1.5) times and each other NEO to receive a lump sum payment equal to one (1.0) times his then current annual base salary.
|
(7)
|
Executive to receive a lump sum payment equal to two (2) times and each other NEO to receive a lump sum payment equal to one and a half (1.5) times his then current target bonus.
|
(8)
|
Executive may be reimbursed for up to $15,000 in outplacement services.
|
(9)
|
Executive to receive: (a) continuation of medical insurance for eighteen (18) months following the date of termination, and (b) an amount equal to the contributions that would have been made to the Company’s retirement plans on his behalf if he had continued to be employed for eighteen (18) months following the date of termination.
|
(10)
|
Executive to receive: (a) continuation of medical insurance for twelve (12) months following the date of termination, and (b) an amount equal to the contributions that would have been made to the Company’s retirement plans on his behalf if he had continued to be employed for twelve (12) months following the date of termination.
|
(11)
|
Executive to receive the proceeds of any life insurance policy carried by the Company with respect to the Executive. In addition to the life insurance death benefit shown in the table above, there is an additional policy for accidental death and dismemberment with a maximum benefit of $1,000,000.
|
(12)
|
Executive to receive annual payments under any long-term disability insurance policy carried by the Company with respect to the Executive.
|
Operating Income
|
|||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
GAAP Operating Income
|
$
|
127
|
|
|
$
|
201
|
|
|
$
|
172
|
|
Add backs:
|
|
|
|
|
|
||||||
Stock Based Compensation
|
6
|
|
|
13
|
|
|
10
|
|
|||
Acquisition-related costs
|
—
|
|
|
—
|
|
|
2
|
|
|||
Facility transition and relocation costs
|
—
|
|
|
—
|
|
|
2
|
|
|||
Amortization of intangible assets
|
4
|
|
|
4
|
|
|
5
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
4
|
|
|||
Non-GAAP Operating Income
|
$
|
137
|
|
|
$
|
218
|
|
|
$
|
195
|
|
Net Income & EPS
|
|||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Income from continuing operations, less noncontrolling interest, net of income taxes
|
$
|
117
|
|
|
$
|
136
|
|
|
$
|
147
|
|
Add backs:
|
|
|
|
|
|
||||||
Amortization of intangible assets
|
4
|
|
|
4
|
|
|
5
|
|
|||
Stock Based Compensation
|
6
|
|
|
13
|
|
|
10
|
|
|||
Acquisition-related costs
|
—
|
|
|
—
|
|
|
2
|
|
|||
Facility transition and relocation costs
|
—
|
|
|
—
|
|
|
2
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
4
|
|
|||
Nonrecurring tax (benefit) associated with inverter business
|
—
|
|
|
(34
|
)
|
|
—
|
|
|||
Loss of foreign exchange hedge
|
—
|
|
|
3
|
|
|
—
|
|
|||
Incremental expense associated with start-up of the Asia regional headquarters
|
—
|
|
|
1
|
|
|
—
|
|
|||
Tax cuts and Jobs Act impact
|
—
|
|
|
73
|
|
|
6
|
|
|||
Tax effect of Non-GAAP adjustments
|
(2
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Non-GAAP income, net of income taxes
|
$
|
125
|
|
|
$
|
192
|
|
|
$
|
172
|
|
|
|
|
|
|
|
||||||
Diluted earning per share from continuing operations, as reported
|
$
|
2.92
|
|
|
$
|
3.39
|
|
|
$
|
3.74
|
|
Add backs:
|
|
|
|
|
|
||||||
Per share impact of Non-GAAP adjustment, net of taxes
|
$
|
0.19
|
|
|
$
|
1.38
|
|
|
$
|
0.63
|
|
Non-GAAP per share earnings
|
$
|
3.11
|
|
|
$
|
4.77
|
|
|
$
|
4.37
|
|
Cash Flow
|
|||||||||||
|
2016
|
|
2017
|
|
2018
|
||||||
Net cash provided by operating activities from continuing operations
|
$
|
127
|
|
|
$
|
190
|
|
|
$
|
151
|
|
Add backs to operating profit as a starting point (Other income & taxes)
|
10
|
|
|
65
|
|
|
24
|
|
|||
Non-GAAP adjustment
|
—
|
|
|
—
|
|
|
8
|
|
|||
Depreciation
|
(4
|
)
|
|
(5
|
)
|
|
(8
|
)
|
|||
Other non-cash items excluded from operational cash
|
(4
|
)
|
|
(33
|
)
|
|
(5
|
)
|
|||
Adjustment to change in operating assets and liabilities
|
(3
|
)
|
|
(34
|
)
|
|
15
|
|
|||
Operational cash
|
$
|
126
|
|
|
$
|
183
|
|
|
$
|
185
|
|
*For variable compensation programs operations cash is defined as Non-GAAP operating profit less changes in New Working Capital (Changes in A/R; Inventory & A/P)
|
|
|
|
|
|
Revocable Proxy - Advanced Energy Industries, Inc.
Annual Meeting of Stockholders
June 4, 2019, 9:00 AM (Mountain Daylight Time)
This Proxy is Solicited on Behalf of the Board of Directors
|
|
|
|
|
|
The undersigned hereby constitutes and appoints Yuval Wasserman and Thomas O. McGimpsey, and each of them, his, her or its lawful agents and proxies with full power of substitution in each, to represent the undersigned, and to vote all of the shares of common stock of Advanced Energy Industries, Inc. which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of Advanced Energy Industries, Inc., Suite 270, 2420 17
th
Street, Denver, CO., 80202, on Tuesday, June 4, 2019 at 9:00 AM, local time, and at any adjournment or postponement thereof, on all matters coming before the meeting.
|
||
|
|
|
|
This proxy is revocable and will be voted as directed. However, if no instructions are specified, the proxy will be voted:
|
||
|
|
|
|
FOR the nominees for directors specified in Proposal 1 and FOR each of Proposals 2, 3 and 4.
|
||
|
|
|
|
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year Advanced Energy Industries Chart |
1 Month Advanced Energy Industries Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions