MKS Instruments, Inc. (MKSI) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by MKS Instruments, Inc. on August 13, 2024, covering events reported as of August 5, 2024. The filing primarily addresses the appointment of a new Chief Financial Officer and the associated compensatory arrangements.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on executive compensation and personnel changes.
Material Changes
The Board of Directors appointed Ramakumar Mayampurath as Executive Vice President, Chief Financial Officer, and Treasurer, effective October 14, 2024. Mr. Mayampurath previously served as Senior Vice President and CFO of Rogers Corporation.
Compensation and Employment Terms
- Base Salary: $625,000 annually.
- Sign-on Bonus: $1,000,000 one-time cash payment.
- Sign-on Equity: $1,750,000 in time-based restricted stock units (RSUs), vesting in two equal installments over two years.
- Annual Incentive (2025+): Target cash bonus of 85% of eligible earnings.
- Annual Equity (2025+): Grant date value of $1,900,000 (45% time-based RSUs, 55% performance-based RSUs).
- Termination Provisions:
- Without Cause: 12 months base salary + 12 months COBRA coverage.
- Change-in-Control (within 24 months): 1.5x base salary + 1.5x target incentive + prorated bonus + 18 months COBRA coverage. Full acceleration of unvested equity and sign-on RSUs.
Investor Verification Checklist
- Verify the effective start date of October 14, 2024, for the new CFO.
- Confirm the vesting schedule for the $1,750,000 sign-on RSUs (50% at year 1, 50% at year 2).
- Review the specific definitions of "Good Reason" and "Change-in-Control" in the employment agreement for double-trigger acceleration.
- Monitor the impact of the $2.75 million total sign-on package (cash and equity) on near-term compensation expenses.