Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2024, the Board of Directors (the “Board”) of MKS Instruments, Inc. (the “Company”) appointed Michelle M. McCarthy to serve as Vice President and Chief Accounting Officer of the Company, effective March 4, 2024. In connection with her appointment, Ms. McCarthy will replace Seth H. Bagshaw, the Executive Vice President, Chief Financial Officer and Treasurer of the Company, as the principal accounting officer of the Company, effective March 4, 2024. Mr. Bagshaw will continue to serve as the principal financial officer of the Company until his previously announced retirement as Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective April 1, 2024. In addition, as previously announced, Mr. Bagshaw will remain employed in the role of special advisor to the Company until May 1, 2024.
Ms. McCarthy, 43, has served as Senior Vice President and Chief Accounting Officer of Mercury Systems, Inc. (“Mercury”), a technology company that delivers processing power for aerospace and defense missions, since December 2022, where she manages Mercury’s global accounting function. She also served as Interim Chief Financial Officer and Treasurer of Mercury from February 2023 to July 2023 and as Vice President and Chief Accounting Officer of Mercury from February 2018 to December 2022. Ms. McCarthy previously served in various roles at Analog Devices, Inc., a semiconductor company, including as Corporate Controller from April 2015 to February 2018. Ms. McCarthy holds a B.S. in Accounting from Suffolk University and is a certified public accountant.
In connection with Ms. McCarthy’s appointment as Vice President and Chief Accounting Officer, the Company entered into an Employment Agreement with Ms. McCarthy (the “Agreement”). Pursuant to the Agreement, Ms. McCarthy will (i) receive an annual base salary of $400,000, (ii) be eligible to participate in the Company’s Management Incentive Plan, under which she will have an annual cash bonus target of 50% of her eligible earnings, and (iii) be eligible to receive an annual equity award, which for 2024 will have a grant date value of $350,000 and will be in the form of time-based restricted stock units (the “2024 RSUs”). Pursuant to the Agreement, Ms. McCarthy will also receive a one-time sign-on cash bonus of $300,000 and a one-time sign-on equity award with a grant date value of $400,000 in the form of time-based restricted stock units (the “Sign-on RSUs”). The 2024 RSUs and the Sign-on RSUs (i) will be subject to the terms and conditions of the Company’s 2022 Stock Incentive Plan and the respective restricted stock unit agreement, (ii) are each expected to be granted on or about April 15, 2024, and (iii) will vest in three equal annual installments beginning on the first anniversary of the respective grant date.
There are no arrangements or understandings between Ms. McCarthy and any other persons pursuant to which Ms. McCarthy was named Vice President and Chief Accounting Officer of the Company. There are also no family relationships between Ms. McCarthy and any director or executive officer of the Company. In addition, Ms. McCarthy has no direct or indirect material interest in any “related person” transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
