ONTO INNOVATION INC (ONTO)
Sector: Information Technology
2026 Annual Meeting Analysis
ONTO INNOVATION INC · Meeting: May 20, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Kelley joined in January 2023 (3.2 years tenure), brings deep semiconductor industry experience as a sitting CEO, ONTO's 3-year TSR of +154.3% outperforms the peer median by +150.3pp — well above the 65pp trigger threshold for strong-positive TSR — and he holds only one outside public board seat (Advanced Energy Industries, where he is also CEO), so no overboarding concern applies.
Lynch joined in March 2024 (2 years tenure), placing her just at the 24-month exemption boundary; ONTO's 3-year TSR substantially outperforms peers, TSR trigger does not apply, she is a qualified CPA and audit committee financial expert with no independence, attendance, or overboarding concerns.
Miller has served since July 2015 (10.7 years), but ONTO's 3-year TSR of +154.3% outperforms the peer median by +150.3pp — well clear of the 65pp underperformance trigger for strong-positive TSR — so no TSR flag applies, and he has no overboarding or independence concerns.
Plisinski is the CEO and a non-independent director since November 2015; ONTO's 3-year TSR of +154.3% outperforms the peer median by +150.3pp — well above the 65pp trigger threshold — so the TSR trigger does not fire even for this long-tenured executive director, and he holds no outside public board seats.
Schwartz joined in July 2024 (1.7 years tenure), which is within the 24-month new-director exemption from the TSR trigger, and he brings extensive semiconductor industry leadership experience with no overboarding or independence concerns.
Seams has served since August 2015 (10.7 years) and ONTO's 3-year TSR of +154.3% outperforms the peer median by +150.3pp — far above the 65pp trigger threshold — so no TSR underperformance concern applies, and he serves on only one other public board (Xperi Inc.) with no overboarding issue.
Su joined in March 2022 (4.1 years tenure), ONTO's 3-year TSR substantially outperforms its peer group with a +150.3pp gap well above the 65pp trigger threshold, and she has no overboarding, independence, or attendance concerns.
All seven director nominees receive a FOR vote. ONTO's 3-year price return of +154.3% outperforms the company-disclosed compensation peer median of +4.0% by +150.3 percentage points, which exceeds the 65pp underperformance threshold required to trigger a vote against directors in the strong-positive TSR band — meaning the trigger does not fire for any director. Two directors (Lynch and Schwartz) joined within or at the 24-month new-director exemption window. No overboarding, independence, attendance, or familial relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
Michael P. Plisinski
Total Comp
$7,813,551
Prior Support
96.4%%
The CEO received total compensation of $7,813,551 for fiscal 2025, which is within a reasonable range for a CEO at an approximately $11 billion market cap technology/semiconductor equipment company. The pay program is well-structured: roughly 82% of the CEO's total pay came from variable components (stock awards of $6.4M and an annual cash bonus of $611K), comfortably above the 50-60% variable pay threshold, and the program uses rigorous performance metrics including relative total shareholder return benchmarked against the Philadelphia Semiconductor Index for equity awards and combined revenue and non-GAAP operating income targets for the annual cash bonus. Prior-year say-on-pay support was a very strong 96.4%, and the company received 96.4% approval in 2025, well above the 70% threshold that would require a response, with the company maintaining a consistent program structure in response to that strong endorsement.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,425,991
Non-Audit Fees
$48,000
Non-audit fees of $48,000 represent only about 1.4% of audit fees of $3,425,991, far below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy. EY is a Big 4 firm fully appropriate for ONTO's approximately $11 billion market cap. No material restatements were identified.
Overall Assessment
ONTO Innovation's 2026 annual meeting features three standard proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which receive FOR votes under the applicable policy. The company's exceptional 3-year total shareholder return of +154.3%, which outpaces its disclosed peer group median by more than 150 percentage points, means no TSR underperformance trigger fires for any director; executive compensation is heavily performance-weighted with strong prior-year shareholder support of 96.4%; and auditor fees show virtually no non-audit work, presenting no independence concern.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing