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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

Tabular Disclosure of Compensation Actually Paid versus Performance

The following table discloses information on “compensation actually paid,” or CAP, to our principal executive officers, or PEOs, and the average CAP to our other Named Executive Officers, or

non-PEO

NEOs, during the previous five fiscal years, alongside Company total shareholder return, or TSR, peer group TSR, net income (loss), and the Company-selected financial performance measure of Adjusted EBITDA.


	Summary Compensation Table Total for PEO(1)				CAP to PEO(2)				Average Summary Compensation Table Total for Non-PEO NEOs(3)		Average CAP to Non-PEO NEOs(4)		Value of Initial Fixed $100 Investment Based On:				Net Income (Loss) ($ millions)			Adjusted EBITDA ($ millions)(6)
Year	Lee		Colella		Lee		Colella				Average CAP to Non-PEO NEOs(4)		TSR		Peer Group TSR(5)		Net Income (Loss) ($ millions)			Adjusted EBITDA ($ millions)(6)
2024	$	8,760,125		N/A	$	7,389,231		N/A	$	1,953,259	$	1,818,697	$	98.47	$	175.92	$	190		$	927
2023	$	7,906,628		N/A	$	13,215,067		N/A	$	2,117,764	$	3,083,750	$	96.33	$	150.70	$	(1,841	)	$	863
2022	$	8,058,382		N/A	$	3,494,929		N/A	$	2,046,599	$	759,709	$	78.58	$	125.15	$	333		$	854
2021	$	7,596,357		N/A	$	11,383,747		N/A	$	2,311,088	$	3,336,104	$	160.26	$	160.00	$	551		$	868
2020	$	6,082,216	$	422,186	$	8,922,167	$	838,753	$	2,270,297	$	3,494,613	$	137.71	$	123.86	$	350		$	601

(1)

These amounts reflect the total compensation of Dr. Lee for the previous five years and the total compensation of Mr. Colella for 2020, each as calculated in accordance with the requirements of Item 402(c) of Regulation

S-K,

or Item 402(c). Dr. Lee succeeded Mr. Colella as our CEO on January 1, 2020.

(2)

These amounts reflect CAP for Dr. Lee for the previous five years and for Mr. Colella for 2020, each as calculated in accordance with Item 402(v) of Regulation

S-K,

or Item 402(v). The table below summarizes the adjustments required to reconcile total compensation from the summary compensation table to CAP for each of our PEOs for the previous five years.


	2024			2023			2022			2021			2020
Adjustment	Lee			Lee			Lee			Lee			Lee			Colella
Total Compensation from Summary Compensation Table	$	8,760,125		$	7,906,628		$	8,058,382		$	7,596,357		$	6,082,216		$	422,186
Less Fair Value of Equity Awards Reported in the Summary Compensation Table in the Covered Year	$	(7,388,552	)	$	(5,900,090	)	$	(5,909,984	)	$	(4,478,002	)	$	(3,205,190	)	$	(198,409	)
Plus Fair Value of Covered Year Equity Awards Unvested at Fiscal Year-End	$	4,616,322		$	9,488,697		$	5,503,956		$	7,086,150		$	5,333,199		$	299,195
Year-Over-Year Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year-End	$	121,996		$	989,809		$	(3,482,934	)	$	698,646		$	651,261		$	-
Change as of the Vesting Date (From the End of the Prior Fiscal Year) in Fair Value of Prior Years’ Equity Awards Vested in the Covered Year	$	1,279,340		$	730,023		$	(674,491	)	$	480,596		$	60,681		$	315,781
Compensation Actually Paid	$	7,389,231		$	13,215,067		$	3,494,929		$	11,383,747		$	8,922,167		$	838,753

(3)

These amounts reflect the average total compensation of Mr. Mayampurath, Ms. Burke, Mr. Henry, Mr. Schreiner, and Mr. Bagshaw for 2024; Ms. Burke, Mr. Henry, Mr. Schreiner, and Mr. Bagshaw for 2023 and 2022; Ms. Burke, Mr. Schreiner, Mr. Bagshaw, and Dr. Mark Gitin, our former Executive Vice President and General Manager, Photonics Solutions Division, for 2021; and Ms. Burke, Mr. Schreiner, and Mr. Bagshaw for 2020, each as calculated in accordance with the requirements of Item 402(c).

(4)

These amounts reflect the average CAP for our

non-PEO

NEOs for the previous five years, each as calculated in accordance with the requirements of Item 402(v). The table below summarizes the adjustments required to reconcile average total compensation from the summary compensation table to average CAP for our

non-PEO

NEOs for the previous five years.


Adjustment	2024			2023			2022			2021			2020
Adjustment	Non-PEO NEOs			Non-PEO NEOs			Non-NEO PEOs			Non-NEO PEOs			Non-NEO PEOs
Average Total Compensation from Summary Compensation Table	$	1,953,259		$	2,117,764		$	2,046,599		$	2,311,088		$	2,270,297
Less Average Fair Value of Equity Awards Reported in the Summary Compensation Table in the Covered Year	$	(1,154,794	)	$	(1,130,850	)	$	(1,132,739	)	$	(1,020,430	)	$	(1,010,868	)
Plus Average Fair Value of Covered Year Equity Awards Unvested at Fiscal Year-End	$	833,417		$	1,742,044		$	1,025,706		$	1,577,301		$	1,672,797
Year-Over-Year Change in Average Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year-End	$	10,766		$	198,872		$	(805,502	)	$	305,120		$	526,229
Change as of the Vesting Date (From the End of the Prior Fiscal Year) in Average Fair Value of Prior Years’ Equity Awards Vested in the Covered Year	$	176,049		$	155,920		$	(374,355	)	$	163,025		$	36,158
Average Compensation Actually Paid	$	1,818,697		$	3,083,750		$	759,709		$	3,336,104		$	3,494,613

(5)	Peer Group TSR represents TSR for the S&P 1500 Composite Electronic Equipment Instruments & Components Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K.

(6)

We selected this measure as the most important in linking 2024 NEO CAP to Company performance because long-term equity incentive compensation comprised the largest percentage of total NEO compensation and Adjusted EBITDA was the financial measure we used to determine achievement under 70% of the performance-based RSUs granted in 2024. Adjusted EBITDA is defined as the Company’s GAAP operating income, excluding any charges or income not related to the operating performance of the Company, plus depreciation and stock compensation expense. For 2024, Adjusted EBITDA excludes the

Non-Executive

Bonus Adjustment. For 2022, Adjusted EBITDA excludes the results of Atotech, which we acquired in August 2022. For 2021, Adjusted EBITDA excludes the results of Photon Control, which we acquired in July 2021. For further information regarding Adjusted EBITDA and its function in our executive compensation program, see “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity Incentive Compensation” above.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

Peer Group Issuers, Footnote

Peer Group TSR represents TSR for the S&P 1500 Composite Electronic Equipment Instruments & Components Index, which is the industry peer group used for purposes of Item 201(e) of Regulation

S-K.

Adjustment To PEO Compensation, Footnote

(2)

These amounts reflect CAP for Dr. Lee for the previous five years and for Mr. Colella for 2020, each as calculated in accordance with Item 402(v) of Regulation

S-K,

or Item 402(v). The table below summarizes the adjustments required to reconcile total compensation from the summary compensation table to CAP for each of our PEOs for the previous five years.


	2024			2023			2022			2021			2020
Adjustment	Lee			Lee			Lee			Lee			Lee			Colella
Total Compensation from Summary Compensation Table	$	8,760,125		$	7,906,628		$	8,058,382		$	7,596,357		$	6,082,216		$	422,186
Less Fair Value of Equity Awards Reported in the Summary Compensation Table in the Covered Year	$	(7,388,552	)	$	(5,900,090	)	$	(5,909,984	)	$	(4,478,002	)	$	(3,205,190	)	$	(198,409	)
Plus Fair Value of Covered Year Equity Awards Unvested at Fiscal Year-End	$	4,616,322		$	9,488,697		$	5,503,956		$	7,086,150		$	5,333,199		$	299,195
Year-Over-Year Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year-End	$	121,996		$	989,809		$	(3,482,934	)	$	698,646		$	651,261		$	-
Change as of the Vesting Date (From the End of the Prior Fiscal Year) in Fair Value of Prior Years’ Equity Awards Vested in the Covered Year	$	1,279,340		$	730,023		$	(674,491	)	$	480,596		$	60,681		$	315,781
Compensation Actually Paid	$	7,389,231		$	13,215,067		$	3,494,929		$	11,383,747		$	8,922,167		$	838,753

Non-PEO NEO Average Total Compensation Amount

$ 1,953,259

$ 2,117,764

$ 2,046,599

$ 2,311,088

$ 2,270,297

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,818,697

3,083,750

759,709

3,336,104

3,494,613

Adjustment to Non-PEO NEO Compensation Footnote

(4)

These amounts reflect the average CAP for our

non-PEO

NEOs for the previous five years.


Adjustment	2024			2023			2022			2021			2020
Adjustment	Non-PEO NEOs			Non-PEO NEOs			Non-NEO PEOs			Non-NEO PEOs			Non-NEO PEOs
Average Total Compensation from Summary Compensation Table	$	1,953,259		$	2,117,764		$	2,046,599		$	2,311,088		$	2,270,297
Less Average Fair Value of Equity Awards Reported in the Summary Compensation Table in the Covered Year	$	(1,154,794	)	$	(1,130,850	)	$	(1,132,739	)	$	(1,020,430	)	$	(1,010,868	)
Plus Average Fair Value of Covered Year Equity Awards Unvested at Fiscal Year-End	$	833,417		$	1,742,044		$	1,025,706		$	1,577,301		$	1,672,797
Year-Over-Year Change in Average Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year-End	$	10,766		$	198,872		$	(805,502	)	$	305,120		$	526,229
Change as of the Vesting Date (From the End of the Prior Fiscal Year) in Average Fair Value of Prior Years’ Equity Awards Vested in the Covered Year	$	176,049		$	155,920		$	(374,355	)	$	163,025		$	36,158
Average Compensation Actually Paid	$	1,818,697		$	3,083,750		$	759,709		$	3,336,104		$	3,494,613

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

We disclose below the most important measures we used to link 2024 NEO CAP to Company performance. For 2024, Named Executive Officers were granted two performance-based equity awards, one of which was based on achievement of Adjusted EBITDA at different adjusted revenue levels and the other of which was based on achievement of rTSR. For 2024, Named Executive Officers were also eligible for variable cash compensation based on achievement of

non-GAAP

operating income and adjusted net debt. For further information regarding these measures and their function in our executive compensation program, see “Executive Compensation — Compensation Discussion and Analysis” above.

2024 Most Important Measures

Adjusted EBITDA

Non-GAAP

Operating Income

Relative Total Shareholder Return

Adjusted Net Debt

Adjusted Revenue

Total Shareholder Return Amount

$ 98.47

96.33

78.58

160.26