DEF 14A 1 nc10017389x1_def14a.htm DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to section 240.14a-12

BROOKS AUTOMATION, 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):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Total fee paid:
Fee paid previously with preliminary materials.
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.
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Amount Previously Paid:
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Date filed:


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Notice of Annual Meeting of
Stockholders of Brooks Automation, Inc.
Tuesday, January 26, 2021
10:00 a.m. Eastern Standard Time,
Virtual-Only Meeting
RECORD DATE: December 9, 2020
MEETING AGENDA
To elect nine director nominees
To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in this proxy statement
To approve the Company’s 2020 Equity Incentive Plan.
To ratify PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the 2021 fiscal year
The stockholders will also act on any other business as may properly come before the meeting.
How to Vote Your Shares
You may submit proxies by completing, signing and dating the proxy card and mailing it in the accompanying pre-addressed envelope.
You may submit proxies by telephone until 11:59 p.m. (Eastern Time) on January 25, 2021 for shares held directly and until 11:59 p.m. (Eastern Time) on January 23, 2021 for shares held in a Plan by calling 1-800-690-6903. The proxy card includes instructions on submitting proxies by telephone.
You may submit proxies using the Internet until 11:59 p.m. (Eastern Time) on January 25, 2021 for shares held directly and until 11:59 p.m. (Eastern Time) on January 23, 2021 for shares held in a Plan by visiting www.proxyvote.com. The proxy card includes instructions on submitting proxies using the Internet.
If you hold shares in a brokerage account, you should follow the instructions provided by your broker to vote your shares by mail, telephone or electronically via the Internet.
All stockholders are cordially invited to attend the Annual Meeting. To ensure your representation at the Annual Meeting we urge you to complete a proxy telephonically, electronically or by mail, if you requested a proxy statement be mailed to you as described in the proxy statement.
By Order of the Board of Directors

JASON W. JOSEPH,
Senior Vice President, General Counsel and Secretary
Chelmsford, Massachusetts
December 15, 2020
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be held on January 26, 2021. On December 15, 2020 we began mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2021 Annual Meeting of Stockholders and our annual report. The Notice, the attached proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 are available on our website at www.brooks.com. They are also available to stockholders without charge upon written request addressed to Investor Relations, Brooks Automation, Inc., 15 Elizabeth Drive, Chelmsford, Massachusetts 01824, which is the mailing address of the Company’s principal executive offices. In addition, you may access these materials at www.proxyvote.com, which does not have “cookies” that identify visitors to the site.

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BROOKS AUTOMATION,INC. PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 26, 2021
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Brooks Automation, Inc., a Delaware corporation (“we”, “us”, “Brooks” or the “Company”), for use at the Annual Meeting of Stockholders to be held in a virtual-only format, solely by means of remote communication, on January 26, 2021, at 10:00 a.m., local time, and at any adjournment or postponement thereof (the “Annual Meeting”).
We have designed the format of the Annual Meeting to provide stockholders the same rights and opportunities to participate as they would at an in-person meeting.
We expect that this proxy statement and the accompanying proxy materials will first be made available to stockholders on or about December 15, 2020; on the same day, we will begin sending the Notice Regarding the Availability of Proxy Materials to all stockholders entitled to vote at the Annual Meeting.
Access to the Audio Webcast of the Annual Meeting
The live audio webcast of the Annual Meeting will begin promptly at 10:00 a.m. Eastern Time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. The virtual Annual Meeting is running the most updated version of the applicable software and plugins. You should ensure you have a strong Internet connection wherever you intend to participate in the Annual Meeting. You should also allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Annual Meeting.
Log-in Instructions. To be admitted to the virtual Annual Meeting, you will need to log-in at www.virtualshareholdermeeting.com/BRKS2021 using the 16-digit control number found on the proxy card or voting instruction card previously mailed or made available to stockholders entitled to vote at the Annual Meeting.
Technical Assistance. Beginning 15 minutes prior to, and during, the Annual Meeting, we will have support available to assist stockholders with any technical difficulties they may have accessing or hearing the Annual Meeting. If you encounter any difficulty accessing, or during, the Annual Meeting, please call the support team at the number listed on our website at www.brooks.investorroom.com (2021 Annual Meeting Material).
Voting Prior to or at the Annual Meeting. An online portal is available to stockholders at www.proxyvote.com where you can view and download our proxy materials and 2020 Annual Report and vote your shares in advance of the Annual Meeting. You may vote your shares during the Annual Meeting (up until the closing of the polls) by following the instructions available at www.virtualshareholdermeeting.com/BRKS2021 during the Annual Meeting.
Shares may be voted via the original proxy card or pursuant to the instructions for submitting your proxy via the Internet or telephone that are included in the proxy materials.
Submitting Questions at the Annual Meeting. Stockholders may submit questions for the Annual Meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/BRKS2021, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the meeting.
Appropriate questions related to the business of the Annual Meeting (the proposals being voted on) will be answered during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered at www.brooks.investorroom.com (2021 Annual Meeting Material) as soon as practical after the Annual Meeting. Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related to rules of conduct and other materials for the Annual Meeting will be available at www.brooks.investorroom.com (2021 Annual Meeting Material).
Our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, as filed with the Securities and Exchange Commission (“SEC”), is included as the Annual Report to Stockholders being made available to our stockholders with this proxy statement. It is also available to stockholders without charge upon written request addressed to Investor Relations, Brooks Automation, Inc., 15 Elizabeth Drive, Chelmsford, Massachusetts 01824, which is the mailing address of the Company’s principal executive offices, and, as noted below, it can also be obtained via the Internet. Exhibits will be provided upon written request and payment of an appropriate processing fee.
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GENERAL INFORMATION
GENERAL INFORMATION
Record Date, Voting Rights and Outstanding Shares
Only stockholders of record at the close of business on December 9, 2020 will be entitled to receive notice of, and to vote at, the Annual Meeting. As of that date, there were outstanding and entitled to vote 74,209,875 shares of our Common Stock, $.01 par value (the “Common Stock”). Each stockholder is entitled to one vote for each share of Common Stock held of record on that date and may vote such shares either at the Annual Meeting or by proxy. Beginning 15 minutes prior to, and during, the Annual Meeting, a complete list of our stockholders of record will be available for viewing by stockholders for any purpose germane to the meeting at www.brooks.investorroom.com (2021 Annual Meeting Material). A list of our registered holders as of the close of business on the record date will be made available to stockholders during the 10 days prior to the Annual Meeting; to access such list of registered holders, email Jason W. Joseph, Senior Vice President, General Counsel and Secretary of the Company, at Jason.Joseph@brooks.com. Stockholders submitting any such request will be asked to include the 16-digit control number found on the proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials previously mailed or made available to stockholders entitled to vote at the Annual Meeting.
Electronic Distribution
This proxy statement, our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 and the proxy card are available at: www.proxyvote.com.
Solicitation
The proxy relating to the Annual Meeting is solicited on behalf of our Board of Directors, and we will bear the cost of such solicitation. Our officers and regular employees may solicit proxies by correspondence, telephone or in person, without extra compensation. We may also pay to banks, brokers, nominees, certain other fiduciaries and institutions their reasonable expenses incurred in forwarding proxy materials to the beneficial owners of the securities held by them and obtaining authority to execute proxies.
Quorum and Required Vote
The holders of a majority of the outstanding shares of Common Stock entitled to vote, present virtually or represented by proxy, will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. “Broker non-votes” are shares held by brokers or nominees that are present virtually or represented by proxy at the Annual Meeting, but not voted on a particular matter because (i) instructions have not been received from the beneficial owner and (ii) the brokers do not have discretionary voting authority to vote on such matter or the broker chooses not to vote on a matter for which it does have discretionary voting authority. A broker may not vote on “non-routine” matters without receiving specific voting instructions from the beneficial owner.
Broker discretionary voting
If shares are held by a broker, the broker will ask the beneficial owner for instructions to vote the shares. If instructions are provided, the broker must vote the shares as directed. If instructions are not provided, the broker’s ability to vote the shares depends on the proposal. At the Annual Meeting and any and all adjournments or postponements thereof, brokers may submit a vote on the ratification of the appointment of the independent registered accounting firm even if it does not receive instructions from the beneficial owner. For all other proposals, including the election of directors, approval of the Company’s 2020 Equity Incentive Plan, and matters related to executive compensation, the broker may not vote unless the broker receives specific instructions from the beneficial owner. We urge each stockholder to provide instructions to their broker so that their votes may be counted on these important matters.
Proposal No. 1: Election of Directors for a One-Year Term
For the election of directors, you may either vote “for” a director or “withhold” your vote for such director. An affirmative vote of a plurality of votes properly cast, virtually at the Annual Meeting or by proxy, is required for the election of each of the nominees. Broker non-votes will have no effect on the voting outcome with respect to the election of directors.
Proposal No. 2: Advisory Vote on Executive Compensation
For the advisory vote to approve executive compensation, you may either vote “for,” “against” or “abstain.” Although this proposal asks for a non-binding, advisory vote, we will consider an affirmative vote of a majority of the votes cast affirmatively or negatively as approval of Proposal No. 2. We value the opinions expressed by our stockholders in this advisory vote, and our Human Resources and
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GENERAL INFORMATION
Compensation Committee, which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of the vote when designing our executive compensation programs and making future compensation decisions for our named executive officers. Abstentions and broker non-votes, if any, will not have any effect on the results of those deliberations.
Proposal No. 3: Approval of the 2020 Equity Incentive Plan
For the proposal to approve the Company’s 2020 Equity Incentive Plan, you may either vote “for,” “against” or “abstain.” An affirmative vote of a majority of the votes cast affirmatively or negatively is required to approve Proposal No. 3. Abstentions and broker non-votes will have no effect on the results of the vote on Proposal No. 3.
Proposal No. 4: Ratification of the Company’s Independent Registered Public Accounting Firm
For the proposal to ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm, you may either vote “for,” “against” or “abstain.” An affirmative vote of a majority of the votes cast affirmatively or negatively is required to approve Proposal No. 4. Abstentions will have no effect on the results of the vote on Proposal No. 4. We do not expect there will be any broker non-votes on this matter as the approval of Proposal No. 4 is considered to be routine and a broker or other nominee is generally empowered to vote on such routine proposals, however, if there are any broker non-votes they will not affect the voting outcome.
Voting of Proxies
General
If your shares of Common Stock are registered directly in your name with our transfer agent, Computershare, Inc., you are considered the stockholder of record, or record holder, of those shares. In that case these proxy materials have been sent directly to you and you have the right with these proxy materials to grant your proxy directly to Brooks or to vote virtually at the Annual Meeting or by mail, telephone or via the Internet as described below.
If your shares of Common Stock are held in a brokerage account (street name) or by another person on your behalf, you are considered to be the beneficial owner of those shares, and these proxy materials are being forwarded to you by your broker or other nominee together with a voting instruction card, and you are also invited to attend the Annual Meeting.
Proxies Without Voting Instructions
Proxies that are properly submitted and dated but which do not contain voting instructions will be voted for the election of the nominees as directors described in this proxy statement, for the approval of the non-binding vote on executive compensation, for the approval of the 2020 Equity Incentive Plan and for the ratification of the selection of PwC as the Company’s independent registered accounting firm for the 2021 fiscal year. If any other matters properly come before the Annual Meeting, proxies will be voted by the authorized proxies in accordance with their best judgment.
Voting Shares held through Broker by Proxy
If your shares of Common Stock are held by your broker, your broker will vote your shares for you if you provide instructions to your broker on how to vote your shares. You should follow the directions provided by your broker on a voting instruction card regarding how to instruct your broker to vote your shares. In the absence of such instructions, the broker will be able to vote your shares on matters with respect to which it has discretionary voting power. The broker will have discretionary voting power only with respect to the ratification of the selection of PwC as the Company’s independent registered public accounting firm for the 2021 fiscal year, but not with respect to the election of the nine nominees for director, the advisory vote on executive compensation or the approval of the 2020 Equity Incentive Plan.
Voting of Shares held through Broker at the Annual Meeting
If your shares of Common Stock are held by your broker or other nominee and you wish to vote those shares at the Annual Meeting, you must obtain from the broker or other nominee holding your shares a properly executed legal proxy, identifying you as a stockholder, authorizing you to act on behalf of the broker or other nominee at the Annual Meeting and specifying the number of shares with respect to which the authorization is granted.
Other Matters
If you sign and return the enclosed proxy card or vote your shares over the telephone or via the Internet, you grant to the persons named in the proxy the authority to vote in their discretion on any other matters that may properly come before the Annual Meeting, including any adjournment or postponement thereof. Other matters that may be properly brought before the Annual Meeting, unless otherwise provided in our certificate of incorporation or by-laws or by statute, will be approved if they receive a majority of the votes properly cast on the matter. Our management does not presently know of any other matters to be brought before the Annual Meeting.
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GENERAL INFORMATION
Voting Procedures
There are several ways in which you or your representative can vote your shares, as follows:
Stockholders of record may submit proxies by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelope. Stockholders who are the beneficial owners of shares held in a brokerage account, or by another person on their behalf, may vote by mail by completing, signing and dating the voting instruction card provided by their broker, trustee or nominee and mailing it in the accompanying pre-addressed envelope.
 
Stockholders of record may submit proxies by telephone until 11:59 p.m. (Eastern Time) on January 25, 2021 for shares held directly and until 11:59 p.m. (Eastern Time) on January 23, 2021 for shares held in a Plan. The proxy card includes instructions on submitting proxies by telephone. Most stockholders who are the beneficial owners of shares held in a brokerage account, or by another person on their behalf, may vote by telephone by calling the number specified on the voting instruction card provided by their broker, trustee or nominee. Please see the voting instruction card for telephone voting availability.
 
Stockholders of record may submit proxies using the Internet until 11:59 p.m. (Eastern Time) on January 25, 2021 for shares held directly and until 11:59 p.m. (Eastern Time) on January 23, 2021 for shares held in a Plan by visiting www.proxyvote.com. The proxy card includes instructions on submitting proxies using the Internet. Most stockholders who are the beneficial owners of shares held in a brokerage account, or by another person on their behalf, may vote using the Internet by following the instructions on the voting instruction card provided by their broker, trustee or nominee. Please see the voting instruction card for Internet voting availability.
Revocation of Proxies
Signing the enclosed proxy card or otherwise submitting one’s proxy will not prevent a record holder from voting at the Annual Meeting or otherwise revoking the proxy. A record holder may revoke a proxy at any time before the Annual Meeting in the following ways:
  •
filing with our corporate secretary, before the vote at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;
  •
authorizing a later dated proxy relating to the same shares and delivering it to us before the vote at the Annual Meeting; or
  •
attending the Annual Meeting virtually and voting, although attendance at the meeting will not by itself constitute a revocation of the proxy.
Record holders should send any written notice of revocation or subsequent proxy to our corporate secretary at 15 Elizabeth Drive, Chelmsford, Massachusetts 01824 before the vote at the Annual Meeting.
Proxy Materials Available via the Internet
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 26, 2020
Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners, which will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper copy of our proxy materials, you may request them without charge upon written request addressed to Company Secretary, Brooks Automation, Inc., 15 Elizabeth Drive, Chelmsford, Massachusetts 01824, which is the mailing address of the Company’s principal executive offices.
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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Board of Directors
The Board of Directors has responsibility for establishing broad corporate policies and reviewing overall performance rather than day-to-day operations. The Board’s primary responsibility is to oversee management and, in so doing, to serve the Company’s and its stockholders’ best interests while also promoting corporate social responsibility. Management keeps the directors informed of our activities through regular written reports and presentations at Board and Committee meetings. The Board has adopted the Corporate Governance Guidelines that are publicly available on our website at www.brooks.com. The guidelines call for, among other things, the maintenance of Board leadership that is separate from the Company’s executive leadership, whether that comes in the form of an independent chairman or an independent lead director. The independent chairman presides over the regularly held executive sessions of the Board, noted below, at which the chief executive officer is not present. Each director is required to stand for election annually.
The Board has assessed each of the nine nominees for director against the SEC and the Nasdaq Stock Market standards for independence and determined that Messrs. Martin and Woollacott, Professor Palepu, Drs. Rosenblatt and Wrighton, and Mses. Davis, McLaughlin and Zane, eight of the nine director nominees, meet the general definition of an independent director as defined by the Nasdaq Stock Market. The Board has further determined that all members of the Audit Committee (among others) meet the Nasdaq Stock Market’s stricter definition of independence required for members of an Audit Committee and determined that each member of the Audit Committee qualifies as an audit committee financial expert.
The Board of Directors held seven meetings during the fiscal year ended September 30, 2020 and took action four times by written consent. Each current director attended at least 75% of the meetings of the Board of Directors and of committees of which he or she was a member held while he or she was a director during the last fiscal year. In connection with each of the Board’s four regularly scheduled meetings, all non-employee members of the Board met in executive session without the chief executive officer being present.
The Board of Directors encourages stockholders to communicate with our senior management and directly with members of the Board of Directors on matters of concern related to our business and affairs. Stockholders who wish to communicate with members of the Board of Directors may do so by the following means:
  •
By telephone: (978) 262-4400
  •
By electronic mail: Directors@Brooks.com
  •
By first class mail, overnight mail or courier:
  •
Brooks Board of Directors
Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
  •
By website: https://brooks.investorroom.com/shareholder-feedback
As a matter of policy, we encourage the directors to attend meetings of stockholders, in person, virtually or by telephone. All of the nominees for election as director were directors at the time of the last stockholder meeting in January 2020 and attended that meeting, except for Ms. McLaughlin who was appointed to the Board in April 2020.
In accordance with our Corporate Governance Guidelines, members of the Board are encouraged to periodically attend formal continuing education programs for directors, with a recommended frequency of at least once every two years. The Company supports and encourages Board members to take advantage of director education opportunities. There are many public company director educational venues available, and the Company believes that its Board members should keep current on the fast-changing areas of corporate governance and related regulations. The Brooks Board members have participated in, and continue to attend, public company director education venues and many of our Board members hold professional director certifications earned by accumulating from 30 to 150 director education credit hours.
Chairman of the Board
The Board of Directors has elected Joseph R. Martin to serve as chairman of the Board. The chairman assists the chief executive officer in setting the agenda for meetings of the Board of Directors, presides over executive sessions of the Board and performs such other duties as the Board may assign.
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CORPORATE GOVERNANCE
Committees of the Board
The Board currently has the following standing committees: an Audit Committee, an Executive Committee, a Finance Committee, a Human Resources and Compensation Committee, and a Nominating and Governance Committee. Board member A. Clinton Allen passed away unexpectedly on December 6, 2020. Prior to his death, Mr. Allen served as the Co-Chair of the Finance Committee and as a member of the Nominating and Governance Committee. The following table sets out the Board Committees on which each member of the Board now serves, identifying the chair of each committee as well.
Name of Director
Audit
Executive
Finance
HR &
Compensation
Nominating &
Governance
Non-Employee Directors:
Robyn C. Davis
Joseph R. Martin(1)
Erica J. McLaughlin
Krishna G. Palepu
Michael Rosenblatt
Alfred Woollacott, III
Mark S. Wrighton
Ellen M. Zane
Employee Director:
Stephen S. Schwartz
NUMBER OF MEETINGS IN FISCAL 2020
9
10
4
6
5
(1)
Chairman of the Board
Chair
Member
Audit Committee
Under the provisions of the Audit Committee charter, the Audit Committee is responsible for the qualifications, independence, appointment, retention, compensation and evaluation of our independent registered public accounting firm, for assisting the Board of Directors in monitoring our financial reporting process, accounting functions, and internal control over financial reporting and for overseeing the process by which we and the Board of Directors conduct the ongoing assessment and management of the risks we face. It also is responsible for administering our Standards of Conduct and the oversight of “whistle-blowing” procedures, and certain other compliance matters.
A copy of the charter of the Audit Committee is publicly available on our website at www.brooks.com. Under its charter, the Audit Committee must consist of not less than three directors, each of whom meets the stricter definition of independence for members of the Audit Committee under rules of the Nasdaq Stock Market. The Audit Committee currently is composed of Mr. Woollacott (Chair), Ms. McLaughlin and Dr. Wrighton, each of whom will remain on the Committee during fiscal 2021, if reelected by the stockholders. The Board of Directors has reviewed the qualifications of each member of the Committee and has determined that each of them meets that stricter definition of independence applicable to audit committee members and that Mr. Woollacott, Dr. Wrighton and Ms. McLaughlin each qualify as an “audit committee financial expert” as the SEC defines that term in Item 407 of Regulation S-K.
The Audit Committee met on nine occasions during fiscal year 2020 and took no action by written consent. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.
Executive Committee
The purpose of the Executive Committee is to: (i) permit action on behalf of the Board of Directors between meetings, particularly in those circumstances for which a timely response is required and full Board participation is not reasonably feasible; and (ii) assess, review with management, and provide recommendations to the Board of Directors concerning our strategic planning process and the implementation of our strategic plans. The Executive Committee may exercise the full powers of the Board when, in their reasoned judgment, the best interest of the Company requires prompt action incompatible with full Board participation, excepting those matters legally requiring the approval of the full Board. Whenever possible, the Executive Committee expects to seek prior full Board approval of limits within which it will exercise its discretion. The charter of the Executive Committee is publicly available on our website at www.brooks.com. The Executive Committee has also been given the responsibility to act for the Board in providing guidance to
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management concerning the Company’s strategic planning and implementation. The Executive Committee is currently comprised of Mr. Martin (Chair), Professor Palepu, Ms. Zane and Dr. Schwartz, each of whom will remain on the Committee during fiscal 2021, if reelected by the stockholders. The Executive Committee met on ten occasions during fiscal year 2020 and took no action by written consent.
Finance Committee
The purpose of the Finance Committee is to assess and provide recommendations to the Board of Directors on the Company’s capital structure, including financial strategies, policies, practices, transactions and annual and long-term financial plans. Among other things, the Finance Committee recommends how to employ the Company’s cash resources and assists the management and the Board in the consideration and review of possible strategic transactions. Its purposes do not include the evaluation of financial performance and controls delegated under the charter of the Audit Committee, nor does it preclude direct action by the Board on any issue if the Board so chooses. The charter of the Finance Committee is publicly available on our website at www.brooks.com. The Finance Committee is comprised of Ms. Davis (Chair), Professor Palepu and Drs. Rosenblatt and Wrighton. Mr. Allen served as a Co-Chair of the Finance Committee until his death on December 6, 2020. Ms. Davis, Professor Palepu, and Drs. Rosenblatt and Wrighton will each remain on the Committee during fiscal 2021, if reelected by the stockholders, and each meets the definition of an independent director. The Finance Committee met on four occasions during fiscal year 2020 and took one action by written consent.
Human Resources and Compensation Committee
The Human Resources and Compensation Committee has overall responsibility for our compensation philosophy, evaluates and approves executive compensation including cash bonuses to be issued pursuant to the Company’s Performance-Based Variable Compensation Plan, assists the Board in the discharge of its responsibilities with respect to executive compensation and develops the leadership capabilities of our executives. The Human Resources and Compensation Committee is responsible for the annual compilation of the Chief Executive Officer’s strategic performance objectives and manages his/her annual performance assessment and feedback. Additionally, the Human Resources and Compensation Committee is responsible for planning the succession process for the Chief Executive Officer and the executive staff. It also has been delegated the authority to supervise the administration of our stock plans, and it is required to review and approve the incorporation of our compensation discussion and analysis report in this proxy statement in accordance with SEC rules. The Human Resources and Compensation Committee also reviews all grants to employees under our stock plans and recommends the approval of those grants by the full Board of Directors. The Human Resources and Compensation Committee is authorized to retain independent advisors to assist it in fulfilling its responsibilities. Under its charter and the requirements of the Nasdaq Stock Market, the Human Resources and Compensation Committee must consist of at least three directors, each of whom satisfies certain requirements of the securities and other laws and satisfies the independence requirements of the Nasdaq Stock Market. The charter of the Human Resources and Compensation Committee is publicly available on our website at www.brooks.com. The Human Resources and Compensation Committee is currently comprised of Ms. Zane (Chair), Dr. Rosenblatt and Ms. Davis. Mses. Zane and Davis and Dr. Rosenblatt will remain on the Human Resources and Compensation Committee during fiscal 2021, if reelected by the stockholders. Each of these Human Resources and Compensation Committee members meets the definition of an independent director and the other requirements for membership.
The Human Resources and Compensation Committee met on six occasions during fiscal year 2020 and took no action by written consent.
Please see also the report of the Human Resources and Compensation Committee set forth elsewhere in this proxy statement.
Human Resources and Compensation Committee Interlocks and Insider Participation
None of the members of the Human Resources and Compensation Committee is or was formerly an officer or employee of the Company, and no executive officer serves on the board of directors of any company at which any of the Human Resources and Compensation Committee members is employed.
Nominating and Governance Committee
The purpose of the Nominating and Governance Committee is to: (i) identify, review and evaluate candidates to serve as directors; (ii) serve as a focal point for communication between such candidates, the Board of Directors and our management; (iii) make recommendations to the full Board with respect to Board candidates to be elected by the stockholders or appointed by the Board; (iv) evaluate and make recommendations to the Board on a set of corporate governance and ethics principles; (v) periodically review and evaluate our governance and ethics policies and guidelines; (vi) evaluate and make recommendations to the Board concerning the structure, responsibilities and operation of the Committees of the Board; (vii) make recommendations to the Board concerning Board meeting policies; (viii) oversee our significant environmental, social and related governance (ESG) matters and (ix) make recommendations to the Board concerning the compensation of members of the Board and any Committees of the Board.
Under its charter, as supplemented by the rules of the Nasdaq Stock Market, the Nominating and Governance Committee must consist of not less than three members, each of whom satisfies the independence requirements of the Nasdaq Stock Market. A copy of the
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CORPORATE GOVERNANCE
charter of the Nominating and Governance Committee is publicly available on our website at www.brooks.com. The members of the Nominating and Governance Committee are Professor Palepu (Chair), Mr. Martin and Ms. Zane. Mr. Allen served as a member of the Nominating and Governance Committee until his death on December 6, 2020. Professor Palepu, Mr. Martin and Ms. Zane will remain on the Nominating and Governance Committee during fiscal 2021, if reelected by the stockholders, and each meets the definition of an independent director.
The Nominating and Governance Committee is responsible for identifying candidates to serve as directors, whether such directorships are filled by the Board or by stockholders. The Nominating and Governance Committee may consider nominees recommended by stockholders and other sources, such as directors, third-party search firms or other appropriate sources. In evaluating candidates the Nominating and Governance Committee seeks the strength that is derived from a variety of experiences among board members, embracing the criteria and qualifications set forth in the Nominating and Governance Committee’s charter, which include personal integrity, sound business judgment, business and professional skills and experience, independence (as defined under SEC and Nasdaq rules), potential conflicts of interest, proven leadership and management experience as chief executive officer or chairman of a public company or other large, complex organization, diversity, expertise resulting from significant academic or research activities, and experience on one or more boards of significant public, private, or non-profit organizations, the extent to which a candidate would fill a present need, and concern for the long-term interests of stockholders. In any particular situation, the Nominating and Governance Committee may focus on persons possessing a particular background, experience or qualifications, which the Committee believes would be important to enhance the effectiveness of the Board. It is the practice of the Nominating and Governance Committee in nominating and evaluating candidates for the Board to take into account their ability to contribute to the experience represented on the Board. The evaluation process for stockholder recommendations is the same as for candidates from any other source. If stockholders wish to recommend a candidate for director for election at the 2021 annual meeting of stockholders, they must follow the procedures described in “Other Matters-Stockholder Proposals and Recommendations For Director.”
The Nominating and Governance Committee also initiates and administers the Board’s annual self-evaluation and performance review process. This annual process is initiated by each Board member being sent a written questionnaire dealing with a variety of elements of the governance process, including the Board’s structure, its effectiveness in carrying out key responsibilities, the quality and efficiency of the meeting processes of the Board and its Committees, the responsibilities and effectiveness of the Board’s Committees, and, more generally, Board members’ overall analysis and comments concerning the effectiveness of the Board, its processes and the quality of its deliberations. After these questionnaires are completed and returned, the chairman of the Nominating and Governance Committee conducts individual interviews with each Board member in order to understand fully the perceptions and analysis of each director. The chairman then presents the information that has been collected through these processes to the Nominating and Governance Committee and then, following that discussion, presents observations and recommendations to the full Board for discussion and such action as the Board determines to be appropriate. The Board views these activities as part of its overall process of on-going self-evaluation and continuous improvement.
The Nominating and Governance Committee met on five occasions during fiscal year 2020 and took no action by written consent.
Board Risk Oversight
Management is responsible for the day-to-day management of risks the Company faces, while the Board of Directors, as a whole and through its Committees, has the ultimate responsibility for the oversight of risk management. The Board has delegated to the Audit Committee responsibility to ensure that the Board and management implement and regularly employ the processes necessary to understand, address and manage the Company’s business risks, including delegation to other Committees of the Board with respect to specific areas of business risk where the Audit Committee deems this to be appropriate. Periodically, working initially through the Audit Committee, management and the Board jointly develop and/or review a list of important risks that the Company prioritizes. These are reviewed during the year by management and by the Board and the applicable Committees of the Board. The Board of Directors also specifically engages in cybersecurity risk oversight through detailed annual reports, as well as periodic updates from the Company’s chief information officer.
The Board’s risk oversight processes build upon management’s regular risk assessment and mitigation processes, which include standardized reviews conducted with members of management across and throughout the Company in areas such as financial and management controls, strategic and operational planning, regulatory compliance, environmental compliance and health and safety processes. The results of these reviews are then discussed and analyzed at the most senior level of management, which assesses both the level of risk posed in these areas and the likelihood of their occurrence, coupled with planning for the mitigation of such risks and occurrences.
Following this senior management level assessment, the Audit Committee is then tasked to coordinate the risk assessment process at the Board level and to ensure that mitigation and corrective actions are being taken where appropriate.
Board Leadership Structure
The Company’s Corporate Governance Guidelines, as set out on the Company’s corporate web site under “Company” and “Investors” and “Corporate Governance”, provides that there will always be independent leadership of the Board. In accordance with the Policy, the
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CORPORATE GOVERNANCE
Board may select the chief executive officer to also serve as Board chairman, but its current practice is to have an independent director serve as chairman. The Guidelines also make clear that in the event that the same person serves as chief executive officer and chairman, the Board shall select a lead independent director who shall be responsible for chairing meetings of the independent directors in addition to any other responsibilities designated by the Board. Under this separation of responsibilities, an independent director will always be in a position of Board leadership.
The Company’s Corporate Governance Guidelines also provide that the independent directors of the board shall meet in executive session (separate from any inside directors) on a regular basis, at least as frequently as may be required by applicable Nasdaq or SEC rule or regulation. It has been the consistent practice of the chairman to conduct such meetings of independent directors at each in-person meeting of the Board of Directors.
In addition, under the Corporate Governance Guidelines, the chairman (with the assistance of the Company Secretary) is primarily responsible for (i) monitoring communications from stockholders and (ii) providing copies or summaries of such communications to the other directors as he or she considers appropriate.
We believe that the separation of the roles of chief executive officer and chairman of the Board of Directors continues to offer benefits including the following:
  •
the independent oversight of the Company is enhanced;
  •
the objectivity of the Board’s evaluation of the chief executive officer is increased;
  •
having a non-executive chairman provides an independent spokesman for the Company;
  •
the chief executive officer has the benefit of a fully independent and experienced board; and
  •
the Board can provide a fully independent and objective assessment of risk.
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CORPORATE GOVERNANCE
Corporate Social Responsibility
We have had a consistent, steady commitment to be a responsible corporate citizen, and have been in the forefront of many programs for product responsibility, regulatory compliance, employee development, and support for education and our local communities. In 2018, we moved to further formalize and expand our efforts by developing a more integrated corporate social responsibility (CSR) program. Under this framework, we are committed to focusing on the CSR and environmental, social and governance (ESG) issues that align with our core values and are most important to the Company and our stakeholders.
Recognizing the need for a defined CSR structure, we established a cross-functional CSR Steering Committee, which is responsible for setting our CSR strategy, priorities and activities. The Steering Committee includes subject matter experts from various parts of the Company, including legal, human resources, compliance, facilities and operations. The Steering Committee oversees three pillars – Social Impact, Sustainability and Product Responsibility – which serve as the CSR focus areas for the Company. Governance and Ethics is the foundation on which the pillars are built. Below is a description of each pillar and the priority topics within each pillar.
Social Impact
Sustainability
Product Responsibility
 
Governance & Ethics
We are committed to making a positive impact on society, particularly in the regions where we are located and serve customers. We are focused on creating an environment where our employees feel supported, through our inclusion and diversity initiatives, training and development programs, and equitable compensation practices. We also make meaningful contributions to our communities through community outreach, charitable giving and employee volunteerism programs.
As a global company, we understand the broad impact of our operations and our potential to affect the world. We are committed to evaluating ways to reduce our environmental footprint while continuing to expand our business.
Our products enable our customers to have great impact on the world, and we are committed to ensuring the safety, quality and reliability of our products and services. We comply with all applicable environmental, health and safety regulations and adhere to various voluntary standards, and we partner with our customers to help them meet and exceed such expectations.
We have lived by certain standards of conduct that are the underpinnings of the successes that we have enjoyed and our future success. Our values - honesty, integrity, accountability and respect for one another and the many constituencies that we serve, always remain at the forefront.
Priority Topics:
Priority Topics:
Priority Topics:
Priority Topics:
Inclusion and Diversity
Waste Management
Environmental Compliance
Corporate Governance
Employee Value
Energy Management
Responsible Sourcing
Ethics and Integrity
Community and Global Impact
Product Health, Safety and Quality
 
 
 
 
 
 
 
 
In 2020, we issued our first CSR Report, a copy of which can be found at https://www.brooks.com/company/corporate-responsibility
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of November 27, 2020 with respect to the beneficial ownership of Common Stock by each current director and each executive officer named below in the Summary Compensation Table under “Compensation Tables for Named Executive Officers-Summary Compensation Table”, who we refer to as the “named executive officers”, all current executive officers and directors as a group, and each person known by us to be the beneficial owner of 5% or more of the Common Stock. Except as indicated below, this information is based upon information received from, on behalf of or filed with the SEC by the named individuals.
Name
Shares of Common
Stock Beneficially
Owned(1)
Percentage of
Class(2)
Named Executive Officers and Current Directors:
Stephen S. Schwartz
347,352
*
Lindon G. Robertson
62,158
*
Guojuan Liao
4,292
*
David E. Jarzynka
32,855
*
Jason W. Joseph
78,438
*
Robyn C. Davis(3)
41,718
*
Joseph R. Martin
83,619
*
Erica J. McLaughlin
3,067
*
Krishna G. Palepu
98,107
*
Michael Rosenblatt
7,882
*
Alfred Woollacott, III(4)
84,587
*
Mark S. Wrighton
108,136
*
Ellen M. Zane
52,614
*
All directors and current executive officers as a group (17 persons)(3)(4)(5)
1,202,156
1.62%
Five Percent Owners:
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055(6)
10,738,203
14.47%
The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355(7)
7,458,290
10.05%
*
Less than one percent.
(1)
To our knowledge, the persons named in this table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and except as indicated in the other footnotes to this table. In addition, shares indicated as beneficially owned by officers and directors include restricted stock over which the officer or director has voting power but no investment power and any restricted stock units which would vest within 60 days of November 27, 2020.
(2)
As of November 27, 2020 there were 74,209,875 shares of our Common Stock outstanding.
(3)
Includes 21,882 shares issued to Ms. Davis issued as restricted stock units that have been deferred until separation from her service as a Brooks director.
(4)
Includes 2,851 shares issued to Mr. Woollacott issued as restricted stock units that have been deferred until separation from his service as a Brooks director.
(5)
Includes 197,331 shares held in the aggregate by executive officers other than the named executive officers.
(6)
Based upon the most recent amendment to Schedule 13G filed by BlackRock, Inc. with the SEC on February 4, 2020, as of December 31, 2019, BlackRock, Inc. and the subsidiaries listed therein had sole voting power over 10,598,726 shares and sole dispositive power over 10,738,203 shares.
(7)
Based upon the most recent amendment to Schedule 13G filed by The Vanguard Group, Inc. with the SEC on February 12, 2020, as of December 31, 2019, the Vanguard Group, Inc. and certain of its subsidiaries had sole voting power over 139,786 shares, shared voting power over 15,465 shares, sole dispositive power over 7,313,338 shares, and shared dispositive power over 144,952 shares.
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PROPOSAL NO. 1  ELECTION OF DIRECTORS
PROPOSAL NO. 1  ELECTION OF DIRECTORS
At the 2021 Annual Meeting, nine directors are to be elected to serve until the 2022 annual meeting of stockholders and until their successors have been duly elected and qualified. The nominees for election at the 2021 Annual Meeting are listed on the following pages with brief biographies. They are all currently Brooks directors. In connection with the Company’s guideline director retirement age of 75 years, A. Clinton Allen, a director until his unexpected death on December 6, 2020, was not a nominee for reelection at the Annual Meeting. After Mr. Allen’s death, the Board reduced its size from ten to nine members, and there is no nominee to fill Mr. Allen’s seat at this election.
Director Qualifications
In its Corporate Governance Guidelines and in the charter of the Nominating and Governance Committee, the Board has set out both broadly and in specific terms the qualifications sought when considering non-employee director candidates. At the highest level, as set out in the Board’s Corporate Governance Guidelines, these include a high degree of business experience, the consistent exercise of the highest ethical standards, and a continuing commitment to the best practices of corporate governance. The Board and the Nominating and Governance Committee also assess a candidate’s independence as defined under SEC and Nasdaq rules and other applicable standards. The emphasis throughout the process of identifying, nominating and evaluating candidates for the Board and members of the Board following their election is to produce a group of directors that function effectively as a leadership team. It is considered important not only to bring together directors with a variety of skills in diverse areas, but also to ensure that those directors function well together. Within this framework, the charter of the Nominating and Governance Committee includes specific criteria as essential in helping to ensure that the Board possesses the strength that is derived from having a variety of appropriate skills and experience. Those criteria are: proven leadership and management experience as chief executive officer or chairman of a public company or other large, complex organization; financial expertise; experience in technology, manufacturing or marketing; international background; diversity; expertise resulting from significant academic or research activities; and experience on one or more boards of significant public, private or non-profit organizations. It is the practice of the Nominating and Governance Committee and the Board in nominating and evaluating candidates for the Board to take into account the overall experience represented on the Board, all as part of the process of endeavoring to ensure that the Board functions at all times as an effective team. The Nominating and Governance Committee and the full Board review their effectiveness in balancing these considerations when assessing the composition of the Board.
Board Diversity and Refreshment
While our Board has not adopted a formal policy concerning diversity, it does believe, as noted above, that it must take advantage of the strength derived from having a diverse set of skills, experience and unique individual backgrounds represented among its members. Three of the last four new directors added to our Board are women, now representing 33% of our Board, while directors who are gender and/or ethnically diverse make up 44% of our Board. In 2017, we adopted a retirement age guideline pursuant to which the Board is inclined not to recommend a director for re-election to the Board after he/she reaches the age of 75, but the Board may make exceptions to this guideline if deemed to be in the best interest of the Company. As a result, in each of the past two years, a director has not stood for re-election and, prior to his death on December 6, 2020, Mr. Allen was not nominated for re-election. We believe the continual refreshment of new Board members is an important element of our overall governance. The Brooks Board is also composed of a diverse group of leaders in their respective fields. Many of the current directors have leadership experience at major domestic and international companies with operations inside and outside the United States, as well as experience on other companies’ boards, which provides an understanding of different business processes, challenges and strategies. In some cases, they have occupied chief executive officer and other leadership roles in internationally focused companies or institutions in the markets that Brooks serves or related markets. Other directors have experience as professors and leaders at internationally recognized academic institutions or as accounting professionals operating at the highest level of the independent accounting profession, each of whom brings unique perspectives to the Board.
An affirmative vote of a plurality of votes properly cast, virtually or by proxy, is required for the election of each of the nominees. Broker non-votes will have no effect on the voting outcome with respect to the election of directors.
Our Board of Directors Recommends a Vote “FOR” Each Nominee for Director
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DIRECTOR NOMINEES
DIRECTOR NOMINEES
Information on Nominees
Following is certain information with respect to the nine nominees, in each case setting forth the particular experience, qualifications, attributes and skills of each director nominee that led the Board to conclude that such person should serve as a director of Brooks.
 



Director Since June 2013

Age 59
Robyn C. Davis

Nominee Information
Ms. Davis has been managing director of AngelHealthcare Investors, LLC, an early-stage private equity investment group focused on medical devices, life sciences and specialty pharmaceutical companies, since 2000. Prior to AngelHealthcare, Ms. Davis was a director of the merchant banking services practices for Barents Group, LLC, and a strategy consultant at Bain & Company. Ms. Davis also serves as a director of two early-stage, privately held healthcare companies, Akston Bioscience Corporation and CRA Health, LLC. Ms. Davis holds an Executive Masters Professional Director Certification from the American College of Corporate Directors.

Qualifications
The Board of Directors has concluded that Ms. Davis should continue to serve as a director of the Company because of her extensive business experience, particularly with early stage life sciences companies, and her banking and finance expertise.
 


Director Since June 2001

Age 73
Joseph R. Martin

Nominee Information
Mr. Martin has been chairman of the Board since May 2006. Mr. Martin served as executive vice president and chief financial officer, and later senior executive vice president, and then as member of Office of the Chairman of Fairchild Semiconductor International, Inc., a supplier of power semiconductors, from June 1996 to May 2004. He served as the vice chairman of Fairchild’s board of directors from 2003 until his retirement in June 2005. Mr. Martin is a member of the board of directors of Collectors Universe, Inc., a publicly traded company that provides third-party authentication and grading service for high-value collectibles, Bionik Laboratories Corp. a publicly traded medical device and robotics company focused on developing transformational technologies and solutions for individuals with neurological disorders and Allegro MicroSystems, LLC, a publicly traded manufacturer of high-performance power and sensing semiconductors. He is also a member of the board of directors of Sanken North America, Inc., a privately held company that owns Polar Semiconductor, LLC, a wafer fabrication facility. Mr. Martin also serves as a trustee of Embry-Riddle Aeronautical University. Mr. Martin previously served as a director of SynQor, Incorporated, a manufacturer of power converters, until March 2014 and Soitec, Inc., a semiconductor wafer processing company, until July 2017. Mr. Martin holds an Executive Master Professional Director Certification from the American College of Corporate Directors.

Qualifications
The Board of Directors has concluded that Mr. Martin should continue to serve as a director of the Company because of his extensive industry and finance experience over more than 30 years in the semiconductor industry as chief financial officer and vice chairman of the board of directors of a multinational public semiconductor company, combined with the leadership that he has provided as Brooks’ chairman since 2006. The Board of Directors regards Mr. Martin’s experience as invaluable to the operation of the Board and the financial success of the Company.
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DIRECTOR NOMINEES
 


Director Since April 2020

Age 44
Erica J. McLaughlin

Nominee Information
Ms. McLaughlin currently serves as Senior Vice President and CFO of Cabot Corporation. Ms. McLaughlin has been with Cabot Corporation since 2002 in a variety of finance roles of increasing responsibility culminating in her current position as Chief Financial Officer. Prior to Cabot, Ms. McLaughlin worked for KPMG, LLP in their audit services group. She also served on the Board of Directors of the Cabot Boston Credit Union from 2013 through 2016 and currently serves as a member of the New York Advisory Board of FM Global.

Qualifications
The Board of Directors has concluded that Ms. McLaughlin should continue to serve as a director of the Company because of her extensive finance experience as chief financial officer of a multinational public company.
 


Director Since November 2005

Age 66
Krishna G. Palepu

Nominee Information
Professor Palepu is the Ross Graham Walker Professor of Business Administration. In addition, he served as the senior advisor to the president of Harvard University from 2012 to 2019. Among his other responsibilities at Harvard Business School, Professor Palepu teaches in several different corporate governance educational programs. Professor Palepu held other positions at Harvard Business School since January 1983, including Senior Associate Dean for International Development and Senior Associate Dean for Research. Professor Palepu was formerly a member of the board of directors of Dr. Reddy’s Laboratories Ltd., an Indian global pharmaceuticals company, from 2002 until 2009, and PolyMedica Corp, a Massachusetts provider of diabetes testing supplies and products, from June 2006 until it was sold in August 2007. Professor Palepu also served as a trustee of The Winsor School from July 2014 to June 2020. Professor Palepu was also formerly a member of the board of directors of BTM Corporation, a privately-owned management solutions provider focused on converging business with technology, and Satyam Computer Services Limited (“Satyam”), an Indian company whose shares were publicly traded in India and on the New York Stock Exchange. In December 2008, Professor Palepu resigned from the board of Satyam. Following his resignation, Satyam has been the subject of significant litigation, a portion of which has included Professor Palepu as a named defendant. For a full discussion of the Satyam litigation as it relates to Professor Palepu, please see the section titled “Pending Legal Matters” below. Professor Palepu holds a Master Professional Director Certification from the American College of Corporate Directors.

Qualifications
The Board of Directors has evaluated the matters pertaining to the Satyam litigation as it relates to Professor Palepu, including a re-evaluation after the December 2014 court decision, and concluded that Professor Palepu should continue to serve as a director of the Company because of the depth of the strategic, marketing, financial and technology insights that he provides arising out of his service as a professor at an internationally esteemed business school and his expertise in corporate governance, as well as the global and culturally diverse perspective afforded by his international background.
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Director Since September 2018

Age 73
Michael Rosenblatt

Nominee Information
Dr. Rosenblatt currently serves as Chief Medical Officer of Flagship Pioneering, a Cambridge, Massachusetts-based firm that originates new biotech companies. Prior to Flagship Pioneering, from 2009 through 2016, he was Executive Vice President and Chief Medical Officer of Merck & Co., Inc., and prior to that he held various academic positions, including as Dean of Tufts University School of Medicine and the Robert Ebert Professor of Molecular Medicine and the George R. Minot Professor at Harvard Medical School. Since 2015 Dr. Rosenblatt has been on the board of Rubius Therapeutics, a publicly traded company using advanced cellular approaches that harness properties of red blood cells to generate novel therapies. He has been a director of the following privately owned companies since 2016: Flagship Pioneering’s Cobalt Biomedicine, Cygnal Therapeutics, and Ohana Biosciences, and Ferring’s USA subsidiary. Dr. Rosenblatt is a member of the Harvard Medical School Board of Fellows, and the research advisory committees of Massachusetts General, Brigham and Women’s, and Boston Children’s hospitals.

Qualifications
The Board has concluded that Dr. Rosenblatt should continue to serve as a director of the Company because of his leadership and executive experience in the biotechnology industry, including as the chief medical officer of a major pharmaceutical company and at a substantial life sciences venture capital firm, his board-level experience as a founding scientist, scientific advisory board member, or director of more than a dozen biopharmaceutical companies, his academic leadership experience as a dean and professor at prestigious medical schools, and his extensive expertise in drug discovery and medical research.


Director Since August 2010

Age 61
Stephen S. Schwartz

Nominee Information
Dr. Schwartz joined Brooks in April 2010 as President and continued to serve as such until August 2013. He was re-appointed President in May 2016. In 2010, he became Chief Executive Officer and continues to serve in that role. Dr. Schwartz had previously served, from August 2002 until April 20, 2009, as chief executive officer and a director of Asyst Technologies, Inc., a manufacturer of integrated hardware and software automation systems primarily directed at the semiconductor manufacturing industry. He joined Asyst in January 2001 as senior vice president, Product Groups and Operations and was elected chairman of Asyst in January 2003. Prior to joining Asyst, Dr. Schwartz had served since 1987 in various capacities with Applied Materials, Inc., including acting as general manager for Applied Material’s service business and president of Consilium, Inc., an Applied Materials software subsidiary. Since November 2018, Dr. Schwartz has served on the board of directors of Spire Inc., a publicly traded natural gas company.


Qualifications
The Board of Directors has concluded that Dr. Schwartz should continue to serve as a director of the Company because of the depth of industry, marketing and management experience that he brings as former chief executive officer of a company in the automation manufacturing space, as well as the fact that he is the Company’s president and chief executive officer, thereby bringing to the Board his insight and experience with the daily business of the Company and its customers, employees and other stakeholders.
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DIRECTOR NOMINEES
 


Director Since October 2005

Age 74
Alfred Woollacott, III

Nominee Information
Mr. Woollacott became a director following the Company’s acquisition of Helix Technology Corporation in October 2005. Mr. Woollacott is a certified public accountant and was a partner with the accounting firm of KPMG LLP from 1979 until his retirement in September 2002. He is currently a board member of the William H. Hart Realty Company, Inc. and the Hart Haven Community Association. Mr. Woollacott also served, until 2010, as a director of Greencore U.S. Holdings, a wholly owned subsidiary of Greencore Group PLC, an Irish corporation listed on the Irish Stock Exchange, which is an international manufacturer of convenience foods and ingredients. Mr. Woollacott holds an Executive Master Professional Director Certification from the American College of Corporate Directors.

Qualifications
The Board of Directors has concluded that Mr. Woollacott should continue to serve as a director of the Company because of his financial background and expertise gained through his career as partner of a large, international public accounting firm, as well as his experience on the board of an international company.
 



Director Since October 2005

Age 71
Mark S. Wrighton

Nominee Information
Dr. Wrighton became a director following the Company’s acquisition of Helix Technology Corporation in October 2005. Dr. Wrighton served as chancellor of Washington University in St. Louis from July 1995 through May 31, 2019 and is now Professor and Chancellor Emeritus. Dr. Wrighton also serves as a director of Cabot Corporation, a chemical manufacturer, and of Corning Incorporated, a manufacturer of specialty glass and ceramics. He previously served as a director of A.G. Edwards, Inc., a financial services company, until 2007, and he previously served as a director of Akermin, Inc, a private company that ceased operations in 2017. In June 2020, Dr. Wrighton was appointed to the MIT Corporation. Prior to joining Washington University in St. Louis in 1995 Dr. Wrighton enjoyed a 23-year tenure at MIT, first as a faculty member in chemistry and for the final five years as Provost and Professor of Chemistry.

Qualifications
The Board of Directors has concluded that Dr. Wrighton should continue to serve as a director of the Company because of his leadership and financial experience gained as the lead executive of an esteemed, large university, as well as his extensive experience as a member of the board for large, technology focused public companies in the manufacturing and financial sectors and his technology experience as a scientist.
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Director Since May 2012

Age 69
Ellen M. Zane

Nominee Information
Ms. Zane is serving as CEO Emeritus and vice chair of the board of trustees at Tufts Medical Center & Tufts Children’s Hospital, and the chair of Wellforce (the parent company that owns Tufts Medical Center and the affiliated community hospitals); and from 2004 to 2011, she served as its president and chief executive officer. From May 1994 to January 2004, Ms. Zane served as Network President for Partners Healthcare System (Mass General Brigham), a physician/hospital network sponsored by the Harvard affiliated Massachusetts General Hospital and Brigham and Women’s Hospital. Prior to 2004, Ms. Zane served as chief executive officer of Quincy Hospital in Quincy, Massachusetts. Ms. Zane is also currently a member of the board of directors at Boston Scientific Corporation, a publicly traded worldwide medical devices provider, Haemonetics Corporation, a publicly traded worldwide medical devices provider since January 2018 and previously from 2012 to 2016, Synchrony Financial, a publicly traded consumer financial services company, Fiduciary Trust Company, a privately owned wealth management company, AgNovos Healthcare, LLC a privately-held medical device company, focused on bone health, and nThrive, a privately owned healthcare revenue cycle management company. Ms. Zane previously served as a director of Lincare Holdings Inc. until August 2012, Press Ganey until October 2016, Century Capital Management until June of 2017 and Parexel International Corporation until September 2017.

Qualifications
The Board of Directors has concluded that Ms. Zane should continue to serve as a director of the Company because of her executive experience in the health care industry, including as the chief executive officer of a large medical center, in addition to her substantial experience as a director at other public companies.
Pending Legal Matters
In January 2009, the chairman of Satyam Computer Services disclosed a series of fraudulent transactions that resulted in an overstatement of Satyam’s assets and revenue. As a result of subsequent investigations by the Special Fraud Investigation Office (“SFIO”), an investigative agency of the Indian government, various proceedings were brought in India in 2009 against Satyam involving allegations of fraud, substantial overstatements of revenues, profits and assets, as well as violations of sections of India’s criminal and corporate statutes. SFIO produced a report relating to these matters alleging a series of violations of the Companies Act, 1956, of India (the “Companies Act”) by the former directors of Satyam. In December 2009, SFIO filed complaints with respect to two of these allegations naming Professor Palepu and other Satyam directors. These complaints relate to Satyam’s alleged failure to properly identify highly paid employees in reports required by the Companies Act and failure to obtain prior approval from the government of India for consulting fees paid to Professor Palepu even though such fees were approved by Satyam’s shareholders. In December 2014, the court in India hearing the complaints filed by SFIO issued its decision finding that Satyam violated the applicable provisions of the Companies Act and ordered each Satyam director, including Professor Palepu, to pay a fine of 20,000 Rupees (approximately $285) for the failure of Satyam to file reports identifying highly paid employees. In addition, the court found that Satyam violated the Companies Act by failing to obtain governmental approval of the consulting fees paid to Professor Palepu and ordered Professor Palepu to pay a fine of 500,000 Rupees (approximately $7,000) and return the consulting fees previously paid to him in the amount of 26,600,000 Rupees (approximately $376,000). Professor Palepu has appealed the decision with respect to both allegations, and he has informed the Board of Directors that he believes the allegations lack merit and that he intends to continue to assert his defenses vigorously.
Professor Palepu has also been named as a respondent to a petition brought in January 2009 before the Company Law Board of the Indian government and another petition filed in a civil court in January 2009 by Mahindra Satyam, successor to Satyam, both arising out of the same facts. The civil court petition is seeking 2.67 billion Rupees (approximately $37.6 million) in damages. Both of these actions are still pending.
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COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS
The following table sets forth the total compensation paid or accrued during the fiscal year ended September 30, 2020 to each of our non-employee directors.
Director Compensation Table
Fiscal Year 2020
Name
Fees Earned or
Paid in cash
Stock
Awards(1)
Total
Joseph R. Martin
$142,500
$160,018
$302,518
Ellen M. Zane
$120,000
$120,034
$240,034
Alfred Woollacott, III
$115,000
$120,034(2)
$235,034
Krishna G. Palepu
$105,000
$120,034
$225,034
Robyn C. Davis
$102,500(3)
$120,034(4)
$222,534
Michael Rosenblatt
$97,500
$120,034
$217,534
A. Clinton Allen(5)
$95,000
$120,034
$215,034
Mark S. Wrighton
$95,000
$120,034
$215,034
Erica J. McLaughlin
$22,500
$96,960
$119,460
Dr. Schwartz is not included here, having only received compensation as an employee during fiscal 2020. His compensation is discussed below under Executive Officers - Summary Compensation Table.
(1)
The value of a stock award is based on the fair value as of the grant date calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. There were no outstanding unvested stock awards as of September 30, 2020.
(2)
Mr. Woollacott has chosen to defer his 2020 stock award.
(3)
Ms. Davis has elected to defer 100% of her board and committee retainer compensation until January 2024 beginning with calendar year 2020. For the fiscal year ended September 30, 2020, $102,500 in retainer and committee fees has been deferred.
(4)
Ms. Davis has chosen to defer her 2020 stock award.
(5)
Mr. Allen was a director until he unexpectedly passed away on December 6, 2020.
Compensation Policy
The following annual cash compensation is paid to our non-employee directors on a quarterly basis (pro-rated for the portion of any fiscal year in which the non-employee director provides service):
  •
$80,000 Board retainer to each non-employee director;
  •
$5,000 Committee retainer for each of the Executive, Finance or Nominating and Governance Committee that such director serves on;
  •
$10,000 Committee retainer for each of Audit or Human Resources and Compensation Committee that such director serves on;
  •
an additional $40,000 retainer to the non-executive chair of the Board;
  •
an additional $10,000 retainer to each of the chair of the Nominating and Governance Committee, the Finance Committee, and the Executive Committee;
  •
an additional $20,000 retainer to the chair of the Human Resources and Compensation Committee and to the chair of the Audit Committee; and
  •
an annual award of vested shares of our Common Stock having a market value of $120,000 ($160,000 for the non-executive chair of the Board) based on the closing price on the date of grant, which occurs each year following our annual meeting of stockholders.
In addition, on the date of appointment each newly elected non-employee director will receive an award of vested shares of our Common Stock having a market value of $120,000 based on the closing price on the date of grant, prorated for the number of days out of 365 remaining until the next annual equity award to non-employee directors.
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COMPENSATION OF DIRECTORS
The Board of Directors has previously approved equity ownership guidelines for non-employee directors, which require each non-employee director to own over time shares of our Common Stock having a market value of at least $300,000. The target ownership amounts are subject to adjustments based on changes in the market price for our Common Stock. The Nominating and Governance Committee intends to monitor the policy over the coming years. As of September 30, 2020, each of the non-employee directors, except Ms. McLaughlin who joined the Board in April 2020, has exceeded the target ownership amount. The Board may at any time revoke or modify the policy.
The Nominating and Governance Committee and the full Board reviews director compensation periodically in light of business and market conditions and such other factors as they deem appropriate. In fiscal year 2020, after review by the Nominating and Governance Committee, the Committee agreed that no changes to director compensation should be recommended at this time.
Deferred Compensation Plan
Non-employee directors may elect to defer receipt of their stock in exchange for a credit, in restricted stock units, to a deferred RSU account. Non-employee directors may also elect to defer all or a portion of their cash compensation pursuant to the Company’s Deferred Compensation Plan. Ms. Davis elected to defer cash compensation in 2020. In general, directors must make these deferral elections by the end of the calendar year preceding the date of the grant of the shares. Directors who make a deferral election will have no rights as stockholders of the Company with respect to amounts credited to their deferred RSU account. An amount equal to the cash dividends that would be paid on the number of shares equal to the number of RSUs credited to the director’s deferred RSU account will be converted into additional RSUs based on the closing price of the Company’s stock on each dividend record date. Payment of RSUs credited to the deferred RSU account will be made in a lump sum in an equal number of shares of fully vested common stock at the time specified in the director’s deferral election, but no later than as soon as administratively feasible following the director’s termination of Board service. The table below sets forth the total number of deferred stock awards held by each non-employee director as of September 30, 2020.
Name
Number of Deferred
Restricted Stock Units
A. Clinton Allen(1)
8,099
Robyn C. Davis
21,882
Alfred Woollacott III
2,851
(1)
Mr. Allen was a director until he unexpectedly passed away on December 6, 2020.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and anticipate that we will enter into similar agreements with any future directors. Generally, the indemnification agreements are designed to provide the maximum protection permitted by Delaware law with respect to indemnification of a director.
The indemnification agreements provide that we will pay certain amounts incurred by a director in connection with any civil or criminal action or proceeding, specifically including actions by or in our name (derivative suits) where the individual’s involvement is by reason of the fact that the director is or was a director or officer. Such amounts include, to the maximum extent permitted by law, attorney’s fees, judgments, civil or criminal fines, settlement amounts, and other expenses customarily incurred in connection with legal proceedings. Under the indemnification agreements, a director will receive indemnification unless the director is adjudged not to have acted in good faith and in a manner the director reasonably believed to be in the best interests of Brooks.
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EXECUTIVE OFFICERS
EXECUTIVE OFFICERS
Biographical Information
The names of our executive officers and certain biographical information furnished by them as of December 15, 2020 are set forth below. Each executive officer serves until his resignation or termination.
Name
Age
Position with the Company
Stephen S. Schwartz
61
Chief Executive Officer and President
Lindon G. Robertson
59
Executive Vice President and Chief Financial Officer
David E. Jarzynka
52
President, Brooks Semiconductor Solutions Group
Guojuan Liao
55
President, Life Sciences Services
Robin Vacha
45
Senior Vice President and General Manager, Life Sciences Products
David C. Gray
55
Senior Vice President, Chief Strategy and New Business Officer
William T. Montone
68
Senior Vice President, Human Resources
Jason W. Joseph
50
Senior Vice President, General Counsel and Secretary
​David F. Pietrantoni
47
Vice President, Finance and Corporate Controller and Principal Accounting Officer
Dr. Stephen S. Schwartz joined Brooks in April 2010 as President and continued to serve as such until August 2013. He was reappointed President in May 2016. As of October 1, 2010, Dr. Schwartz also became Brooks’ Chief Executive Officer, and continues to serve as such. Dr. Schwartz was elected to the Brooks Board of Directors in August 2010. Dr. Schwartz had previously served, from August 2002 until April 20, 2009, as Chief Executive Officer of Asyst Technologies, Inc., a manufacturer of integrated hardware and software automation systems primarily directed at the semiconductor manufacturing industry. He joined Asyst in January 2001 as Senior Vice President, Product Groups and Operations and was elected Chairman of Asyst in January 2003. Prior to joining Asyst, Dr. Schwartz had served since 1987 in various capacities with Applied Materials, Inc., including acting as General Manager for Applied Material’s service business and President of Consilium, Inc., an Applied Materials software subsidiary.
Mr. Lindon G. Robertson joined Brooks in October 2013 as Executive Vice President and Chief Financial Officer. Prior to joining Brooks, from July 2011 to September 2013, Mr. Robertson served as the Vice President and Chief Financial Officer of Graftech International Ltd., a publicly traded manufacturer of carbon and graphite products for industrial applications. Prior to that, he spent 27 years at IBM Corporation in various senior financial management positions, including Chief Financial Officer of IBM’s global hardware business and Chief Financial Officer of IBM’s Japan and China operations.
Mr. David E. Jarzynka was appointed President, Brooks Semiconductor Solutions Group in October 2018 after service as General Manager of that business since April 2016. Prior to his appointment, he had responsibility for the Company’s semiconductor automation business since June 2013. Prior to that he was general manager of the Company’s Systems business. Mr. Jarzynka joined Helix Technology Corporation in 2004 and continued on with Brooks after its acquisition of Helix in 2005, during which time Mr. Jarzynka held commercial leadership roles in product management, product marketing and sales. Prior to Helix, Mr. Jarzynka held commercial leadership roles at Intel Corporation and IBM. He began his career as an applications engineer for Brooks.
Dr. Guojuan Liao was appointed President, Life Sciences Services in April 2020 and served as President, GENEWIZ beginning in November 2018 upon the completion of Brooks’ acquisition of GENEWIZ Group (“GENEWIZ”). In 1999. Dr. Liao co-founded GENEWIZ, a global provider of genomics services, including Sanger sequencing, next generation sequencing, gene synthesis, molecular biology, and GLP/CLIA regulatory services and held various leadership positions, most recently as Chief Executive Officer since January 1, 2017.
Mr. Robin Vacha was appointed Senior Vice President and General Manager of the Brooks Life Sciences Products division in April 2020. Mr. Vacha joined Brooks in 2014 and has held a series of senior leadership positions at Brooks, most recently as Senior Vice President of Global Manufacturing prior to his current role.
Dr. David C. Gray was appointed Senior Vice President, Chief Strategy and New Business Officer in June 2014. Dr. Gray also served as General Manager of Cryogenic Automation Solutions from October 2016 to April 2020. From October 2013 to June 2014, Dr. Gray provided consulting services to the Company. Prior to that, from January 2009 to January 2013, Dr. Gray was employed by GT Advanced Technology in various senior leadership roles, most recently as Chief Strategy and New Business Officer.
Mr. William T. Montone was appointed Senior Vice President, Human Resources in October 2005 when Brooks acquired Helix Technology Corporation, where he served as Vice President of Human Resources since 1998. Prior to joining Brooks, Mr. Montone held senior human resources roles at A.T. Cross, an international manufacturer of fine writing instruments, and Rogers Corporation, a materials technology company, for 13 and eight years, respectively.
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EXECUTIVE OFFICERS
Mr. Jason W. Joseph joined Brooks in March 2011 as Vice President, General Counsel and Secretary and was appointed as Senior Vice President in November 2017. Prior to joining Brooks, Mr. Joseph served as Vice President, General Counsel and Secretary of Unica Corporation, a publicly traded marketing automation software company, from June 2007 through November 2010, and as General Counsel and Secretary of MapInfo Corporation, a publicly traded location intelligence software company, from December 2003 through April 2007. Mr. Joseph also previously practiced law at Wilmer, Cutler, Pickering, Hale and Dorr LLP (formerly Hale and Dorr LLP) from 2000 through 2003.
Mr. David F. Pietrantoni was appointed Principal Accounting Officer and Corporate Controller in June 2013. Since joining Brooks in 2006, he has held various financial leadership positions, including Vice President, Finance and Division Chief Financial Officer. Prior to joining Brooks, Mr. Pietrantoni spent six years in various financial leadership roles at SPX Corporation and Standex International Corporation.
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COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Our executive compensation program is built on a foundation of pay for performance, which we continually evolve to maintain the appropriate alignment. Our stockholders have benefited from the successful execution of our business strategy and continue to express support for our pay programs that we believe are strongly aligned to our business strategy and provide appropriate incentives and recognition for our executives to perform. Our “say-on-pay” proposal received close to 99% approval last year.
Our current design and structure of the executive compensation program have been consistent for several years and we anticipate this to continue. Each year, our Human Resources and Compensation Committee, or HRC Committee, undertakes a comprehensive review of the design and metrics of our incentive plans to assure alignment with our business strategy. The results of this review, discussed further below, support our belief that our incentive plans are strongly aligned to our business strategy. In this Compensation Discussion and Analysis, we describe the material elements of our fiscal 2020 compensation for the following named executive officers:
Name
Role
Stephen S. Schwartz
Chief Executive Officer and President
Lindon G. Robertson
Executive Vice President and Chief Financial Officer
Guojuan Liao
President, Life Sciences Services
David E. Jarzynka
President, Brooks Semiconductor Solutions Group
Jason W. Joseph
Senior Vice President, General Counsel and Corporate Secretary
Stockholder Outreach and Engagement
In fiscal 2020, we continued our practice of inviting many of our larger stockholders to discuss our pay programs and practices. In prior years, these sessions focused primarily on executive compensation. However, with the initiatives adopted by the Company under our Environmental, Social and Governance (ESG) programs, our Chairman of the Board and our Chair of the HRC Committee were joined by our Chair of the Nominating and Governance Committee, which Committee oversees ESG matters on behalf of the Board. In addition to receiving stockholder feedback on the Company’s initial ESG report and initiatives, we gained these stockholders’ perspectives on relevant executive pay and ESG topics to assist in guiding the ongoing management of our programs. Stockholders we spoke with were asked to provide their input on:
  •
the use of ESG metrics within executive incentive plans;
  •
potential business interruptions as a result of the COVID-19 pandemic and the associated financial impact on incentive compensation plans; and
  •
how to maintain an appropriate balance between growth, profitability and a purpose-focused approach to building long-term value.
The multiple stockholders we spoke with were complimentary of our executive compensation program and asked insightful questions around specific pay elements and design. These stockholders were likewise appreciative of our ESG initiatives and initial reporting as a positive step in our ESG programs and disclosures. As in prior years, many of the stockholders we contacted indicated that no discussion or meeting was necessary. The feedback from our outreach efforts was provided to the rest of the HRC Committee, the Nominating and Governance Committee with respect to ESG matters and the full Board. No substantive changes to our executive compensation program were recommended as a result of feedback from shareholders.
We intend to maintain an ongoing dialogue with our stockholders to ensure that our executive compensation program continues to take their views into consideration. We encourage our stockholders to provide us with feedback on our executive compensation program and governance matters. To facilitate this process, we have established a link to provide feedback on the investor section of our website. Please visit https://brooks.investorroom.com/shareholder-feedback.
Fiscal 2020 Company Performance and Financial Highlights
We believe that our business strategy continues to prove its value and sustainability, and we remain committed to our internal and acquisition-related investments to further our growth. We entered fiscal 2020 with optimism for another transformative year, poised to accelerate our growth and profitability. We quickly pivoted in the middle of our second fiscal quarter as the COVID-19 virus spread from Asia to Europe and ultimately to North America. We mobilized our business continuity teams and implemented protocols to maintain the safety and health of our employees.
Our two business segments (Semiconductor Solutions Group and Life Sciences) were deemed essential and eligible to maintain business operations during government-imposed lockdowns. We enacted plans to help maintain the productivity of our manufacturing
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COMPENSATION DISCUSSION AND ANALYSIS
and laboratory services operations while ensuring the safety of our workforce. All employees who were able to work from home began doing so and we instituted the recommended safety protocols from the U.S. Centers for Disease Control and Prevention (CDC) and applicable foreign organizations to protect our employees whose positions required them to work in our facilities. We assisted in the community as well and were fortunate to be able to work with our supply chains and donate PPE equipment to various organizations and front-line workers.
Demand for our products and services accelerated across many business units during the on-going COVID-19 pandemic and our teams responded with a level of commitment and engagement that maintained our strong trust and confidence with our customers. We in turn assured our employees that we would protect their health and that we would protect their pay and benefits for as long as possible. Our premium pay program, special fiscal year-end bonuses and job protection measures were tangible expressions of the gratitude to our employees who have worked through adverse circumstances to keep our essential businesses operating.
Highlights of this tumultuous year were numerous as we completed a milestone year for the Company. The Semiconductor Solutions and Life Sciences businesses each continued their momentum, achieving operating margin expansion and delivering double-digit revenue growth.
Our continued profitable growth is proof of our ability to lead and service two markets that have remained robust in spite of headwinds in certain product and service offerings due to the pandemic. Fiscal 2020 achievements include:
  •
Revenue for fiscal 2020 was $897 million, an increase of 15% compared to fiscal 2019, supported by double-digit growth in both Life Sciences and Semiconductor Solutions.
  •
Life Sciences revenue of $389 million was 16% higher than fiscal 2019. Life Sciences Products grew 9% and Life Sciences Services grew 20%, year-over-year.
  •
Semiconductor Solutions revenue was $509 million, up 14% over fiscal 2019. Growth was led by Contamination Control Solutions at 33%, while Automation Products and Services increased 8% and 1%, respectively.
  •
Non-GAAP diluted earnings per share, or EPS, from continuing operations was $1.26, a 65% increase compared to $0.76 in fiscal 2019. The increase reflects the 15% revenue growth, a 200 basis point improvement in operating margin, and a reduction in net interest expense of $19 million.
  •
Non-GAAP operating income was $122 million, a 36% increase from fiscal 2019, supported by non-GAAP gross margins of 43.6%, which improved by 170 basis points. The increase in gross margin was driven by 410 basis points of improvement in the Life Sciences gross margin.
An explanation of the adjustments to our GAAP financial measures used in this proxy statement and a reconciliation of the adjusted financial measures to the comparable GAAP financial measures are included in Appendix A to this proxy statement.
Fiscal 2020 Company Performance and Financial Highlights

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COMPENSATION DISCUSSION AND ANALYSIS
Our long-term financial model that we share with our investors and stockholders forms the basis for our annual performance targets. The chart below depicts the steady growth of the Company and corresponding incentive value of our CEO pay components, over the last four years.

In the final quarter of fiscal 2018, we announced two transactions consistent with our overall corporate strategy to transform the Company. We entered into an agreement to sell our Semiconductor Cryogenics business that was part of our Semiconductor Solutions Group segment to Edwards Vacuum LLC (a member of the Atlas Copco Group). Additionally, we announced our agreement to acquire GENEWIZ, a leading provider of genomics services based in New Jersey and Suzhou, China. The GENEWIZ acquisition closed on November 15, 2018. The divestiture of the Semiconductor Cryogenics business closed on July 1, 2019.
Pay for Performance Alignment
We have focused on the alignment of the pay of our executive leadership team with our performance as measured by certain core business metrics. These metrics, which are incorporated into our incentive compensation plans, are chosen to coordinate with our financial and strategic objectives and to appropriately balance our short- and long-term goals. Our performance goals are designed to incentivize building a business with resilience and growth capability with an eye to long-term sustainable growth. We believe the goals are aggressive but achievable.
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COMPENSATION DISCUSSION AND ANALYSIS
The chart below shows the strong alignment between our business strategy and our cash (or Performance-Based Variable Compensation Plan, sometimes referred to as our PBVC) and equity (or Long-Term Incentive Plan, sometimes referred to as our LTIP) incentive plans for fiscal 2019 and 2020.

Executive Compensation Program Framework
Philosophy and Objectives
Our executive compensation program is intended to reward our senior leadership team for achieving performance that is directly tied to our annual operating and longer-term strategic plans which are designed to create value for our stockholders. We believe that our plan structure clearly aligns our reward outcomes with the interests of our stockholders, as reinforced by our dialogue with stockholders over the last several years.
We have identified strategic business imperatives and designed our executive compensation programs in a manner that we believe provides appropriate incentives for management to work toward our mutually beneficial goals.
Strategic Imperatives
Drive performance
Extend our leadership position in our core markets
Employ value creation methodology for the rapid growth of our Semiconductor Solutions and Life Sciences businesses
Utilize balanced and disciplined capital deployment
Deliver profitable growth
Drive margin expansion in each of our two core businesses
Achieve rapid and profitable growth of Life Sciences with organic and acquisition investments
We believe our executive compensation program provides competitive compensation that is in line with the practices of leading semiconductor capital equipment, life sciences, and high technology companies with whom we compete for business and talent. Our total rewards strategy is intended to provide:
  •
a balance between fixed and variable pay that rewards performance and results
  •
performance-based awards that are tied to aggressive but achievable company and business unit results
  •
recognition that in our cyclical and volatile industries the ability to perform throughout business cycles is critical to our long-term success
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COMPENSATION DISCUSSION AND ANALYSIS
We do not define specific percentages of fixed, variable, and long-term compensation for our executives. We designed our executive pay program to provide base compensation that is competitive with our peer group along with the opportunity to earn variable pay when justified by financial performance. Our pay for performance design emphasizes “at-risk” variable compensation which is paid based upon achievement of strategic accomplishments that are directly tied to increasing stockholder value.
Strong Governance and Pay Practices
We believe that our executive compensation program supports our business strategies and talent management objectives and is consistent with governance best practices that serve our stockholders’ long-term interests. The following are some of the highlights of our program design and pay practices:
What We Do
What We Don’t Do
Maintain stock ownership guidelines to reinforce the alignment of executive officer and stockholder interests
No above-median pay benchmarking
Maintain clawback provisions to assure accountability
No gross-up provisions
Provide for double-trigger change-in-control benefits
No pension plans or other post-employment benefit plans
Consult with an independent compensation consultant
No executive perquisites
Conduct an annual risk assessment of our pay design and practice
No severance multipliers in excess of 3 times total pay
Conduct an annual review of pay levels
No dividends on RSUs until they vest
Conduct evaluations of performance goal rigor
No hedging or pledging of our stock
Solicit stockholder input and incorporate their feedback
 
 
Require minimum vesting periods on equity awards
 
 
Policy Prohibiting Hedging
We have a policy that prohibits all employees (including executives and directors) from engaging in any transaction in which they may profit from short-term speculative swings in the value of our securities, including any of the following activities: (1) “short sales” (selling borrowed securities that the seller hopes can be purchased at a lower price in the future) of our securities; (2) use of our securities to secure a margin or other loan; (3) transactions in our securities involving straddles, collars or other similar risk reduction or hedging devices; and (4) transactions in publicly traded options relating to our securities (i.e., options that are not granted by us).
Key Components of Compensation
Our executive compensation program consists of three components: base pay; annual cash incentive under our PBVC and annual equity awards under our LTIP.
Element
Objectives
Base Salary
Provides regular source of income at market-competitive levels
PBVC
Motivates executive team to achieve key annual financial goals and objectives
Provides at-risk compensation that is not earned if minimum threshold goals are not achieved as well as upside earnings potential for achievement of stretch goals
LTIP
Motivates executive team to execute against longer-term financial and strategic objectives
Provides a direct link between performance outcomes and actual pay realized through the use of performance-based RSUs, representing 75% of each executive’s annual LTIP grant. Payout is contingent upon achieving minimum performance thresholds, and provides upside potential for stretch performance
Provides retention incentive through the use of time-based RSUs representing 25% of each executive’s annual LTIP grant
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COMPENSATION DISCUSSION AND ANALYSIS
In allocating total direct compensation among these three components, we seek to provide competitive levels of fixed compensation (base pay and time-based RSUs) and, through annual and long-term variable incentives, provide opportunity for additional compensation where aggressive but achievable performance objectives are met. For fiscal 2020, our CEO’s and other named executive officers’ target pay mix emphasized variable at-risk pay opportunities as illustrated below:

Note: Named Executives Officers Average does not include CEO.
Determining Executive Compensation
The HRC Committee is responsible for developing and administering the compensation program for executives as illustrated in the chart below. All HRC Committee pay recommendations are submitted to the non-employee directors of the Board for final vote and approval. The HRC Committee is composed of three members, all of whom are independent directors. Ms. Ellen M. Zane is Chair of the HRC Committee having been appointed in February 2015, and she is currently joined on the HRC Committee by Ms. Robyn C. Davis and Dr. Michael Rosenblatt.
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COMPENSATION DISCUSSION AND ANALYSIS
Each year our CEO, with the assistance of our Human Resources department, makes annual recommendations to the HRC Committee regarding the salaries, incentive payments and equity grants for key employees, including all executive officers other than himself. The HRC Committee also holds executive sessions that are not attended by members of management. The HRC Committee makes recommendations to the non-employee directors on each element of our CEO’s compensation, as well as other significant aspects of our executive compensation programs, for final approval by our full Board. The recommendations of the HRC Committee typically include the following:
Executive compensation program development
PBVC and LTIP design, performance metrics and goals determination
Executive base salary adjustments
Incentive plan achievement awards and payouts
Pay programs and policies that impact the executive team such as severance and change in control arrangements, stock ownership requirements and other pay governance items

Use of Consultants
The HRC Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities as described below. Each year our outside compensation consultant assists the HRC Committee in evaluating the competitiveness and appropriateness of executive compensation levels and practices. In fiscal 2020 the HRC Committee continued its engagement with its independent compensation consultant, Pearl Meyer & Partners, or Pearl Meyer, a national executive compensation consulting firm, to review and provide recommendations concerning all of the elements of our executive compensation program. Pearl Meyer performs services solely on behalf of the HRC Committee and has no relationship with the Company or management except as it may relate to performing such services. The HRC Committee has assessed the independence of Pearl Meyer pursuant to SEC rules and the corporate governance rules of the Nasdaq Stock Market and concluded that no conflict of interest exists that prevents Pearl Meyer from independently representing the HRC Committee. Services provided by Pearl Meyer in fiscal 2020 included:
  •
a review of the appropriateness of our peer group for executive compensation comparison purposes
  •
a competitive assessment of Brooks as compared to the market based on the compensation components of base salary, target annual incentives, long-term incentives, and total direct compensation
  •
an evaluation of the design of our incentive plans (PBVC and LTIP)
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  •
an evaluation of the rigor of our short-term and long-term incentive metrics and goals and their corresponding potential impact on increasing stockholder value
  •
an analysis of our equity practices to assure prudent equity management as measured by our share burn rate, dilution and overhang
  •
an analysis of our short- and long-term pay for performance alignment relative to our peer group
  •
attendance at scheduled HRC Committee meetings to assist with ongoing support
The information provided by Pearl Meyer is supplemented by compensation survey data purchased by the Company from Radford Executive Survey, which is used to gauge the market competitiveness of our senior executive compensation.
Before each meeting, the HRC Committee is provided appropriate materials and information necessary to make informed decisions about our executive compensation practices. These materials may be supplemented by reports prepared by Pearl Meyer or our Human Resources department. The HRC Committee uses its judgment supported by facts and documentation in making compensation recommendations that it believes supports our philosophy and objectives.
Peer Group
In consultation with Pearl Meyer, the HRC Committee annually reviews our peer group to ensure it is appropriate to utilize for external compensation comparisons. Criteria used to select these companies include industry comparability, revenue size and market capitalization, and product/service comparability. We generally exclude companies from the peer group that primarily make integrated circuit, or IC, chips because of the significantly different business model of those chip makers versus semiconductor capital equipment manufacturers like us. Publicly traded life sciences services and equipment companies within our financial ranges are also included in the peer group.
Step
Selection Criteria
1.
Industry Similarity
»
Publicly traded companies in the Semiconductors & Semiconductor Equipment (GICS: 4530), Health Care Equipment & Services (GICS: 3510) or Pharmaceuticals, Biotechnology & Life Sciences (GICS: 3520) industry groups
2.
Geographic Similarity
»
US-based companies
3.
Size Similarity
»
Revenue: $250M - $2.4B, approximating 0.33x - 3.0x range around Brooks’ trailing four-quarter revenue
»
Market Capitalization: $$900M-$8.8B approximating a 0.33x - 3.0x range around Brooks’ current market capitalization at 6/30/2020
4.
Business Profile Similarity
»
Preference given to companies in the semiconductor and life sciences industry and/or companies with a presence in either of these markets
 
a)
Those with comparable products/services
b)
Those that serve the life sciences market to reflect Brooks’ business strategy of expanding its Life Sciences segment with its sample management systems and services, and gene sequencing and synthesis
We employed a very similar peer group review and selection criteria in fiscal 2020 as used in fiscal 2019. After several years of merger and acquisition activity, the peer group remained static with regard to transactions and we chose to keep the same companies in our fiscal 2020 peer group as we used in the prior fiscal year. We believe using the same peer group year-over-year optimizes benefit of year-over-year comparisons. Given our current revenue split, the peer group appropriately reflects the split between Semiconductor Solutions and Life Sciences operations that is central to Brooks’ business strategy. The peer group also provides reasonable overlap with the proxy advisory firms’ peer groups.
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COMPENSATION DISCUSSION AND ANALYSIS
We believe the fiscal 2020 peer group has balance between revenue and market capitalization for size and includes numerous life sciences companies or those offering life science products. This number of peer group companies with life sciences products is reflective of our evolving strategic focus.

*
Trailing twelve months revenue at June 30, 2019
**
as of June 30, 2019
The following chart contains a list of the companies in our fiscal 2020 and 2019 peer groups.
Fiscal 2020 Peer Group:
Fiscal 2019 Peer Group:
Advanced Energy Industries, Inc.
Advanced Energy Industries, Inc.
Axcelis Technologies, Inc.
Axcelis Technologies, Inc.
Bio-Rad Laboratories, Inc.
Bio-Rad Laboratories, Inc.
Bruker Corporation
Bruker Corporation
Cabot Microelectronics Corporation
Cabot Microelectronics Corporation
Coherent, Inc.
Coherent, Inc.
Entegris, Inc.
Entegris, Inc.
FormFactor, Inc.
FormFactor, Inc.
Haemonetics Corporation
Haemonetics Corporation
MKS Instruments, Inc.
MKS Instruments, Inc.
MTS Systems Corporation
MTS Systems Corporation
Novanta, Inc.
Novanta Inc.
Onto Innovation Inc. (formerly Rudolph Technologies, Inc.)
Onto Innovation Inc. (formerly Rudolph Technologies, Inc.)
Ultra Clean Holdings, Inc.
Ultra Clean Holdings, Inc.
Varex Imaging Corporation
Varex Imaging Corporation
Veeco Instruments, Inc.
Veeco Instruments, Inc.
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COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2020 Executive Compensation Program
Based on Pearl Meyer’s competitive assessment and the HRC Committee’s review of each executive’s scope of responsibility and individual performance, the HRC Committee set target pay levels for the CEO and our other executive officers that were in accordance with our compensation philosophy.
The outcomes of our fiscal 2020 executive compensation program can be summarized as follows:
Fiscal 2020 Element
Fiscal 2020 Outcome
Base Salary
Dr. Schwartz, Messrs. Robertson and Jarzynka, and Dr. Liao retained their current base salaries. Mr. Joseph received a base salary adjustment effective January 1, 2020 based on market survey data.
Performance-Based Variable
Corporate Revenue exceeded the target goal.
Compensation Plan (Cash)
Adjusted Gross Margin was slightly under the target goal.
 
Adjusted EPS achieved between the threshold and target goals.
Long-Term Incentive Plan (2018 - 2020)
Status: Complete. Final Achievement 95%
3-Year Metric Measures: cumulative Adjusted Operating Profit, cumulative Free Cash Flow; and 3-year average return on invested capital, or ROIC, together achieved 95% of weighted targets and participants vested in corresponding performance-based RSUs.
Long-Term Incentive Plan (2019 - 2021)
Status: Ongoing
3-Year Metric Measures: cumulative Adjusted Operating Profit; cumulative Free Cash Flow; and 3-year average ROIC to be measured following the end of fiscal 2021.
Long-Term Incentive Plan (2020 - 2022)
Status: Ongoing
3-Year Metric Measures: cumulative Adjusted Operating Profit; cumulative Free Cash Flow; and 3-year average ROIC to be measured following the end of fiscal 2022.
Base Salary
The HRC Committee reviews salaries annually and implements any adjustments effective January 1st, with occasional mid-year adjustments for off cycle events such as promotions. The HRC Committee considered the market competitive positioning of the CEO and other named executive officers and recommended that base salaries stay unchanged for each of our named executive officers other than Mr. Joseph. The following table lists base salaries for the last two fiscal years for the CEO and our other named executive officers.
FISCAL YEAR END BASE PAY
Name
September 30, 2019
September 30, 2020
Percent Increase
Stephen S. Schwartz
$675,000
$675,000
0.0%
Lindon G. Robertson
$500,000
$500,000
0.0%
David E. Jarzynka
$440,000
$440,000
0.0%
Guojuan Liao
$440,000
$440,000
0.0%
Jason W. Joseph
$350,000
$365,000
4.3%
Executive Pay Review (for Calendar Year 2020)
Stephen S. Schwartz - President and Chief Executive Officer
  •
Dr. Schwartz’ compensation recognizes his achievements in successfully executing the Company’s growth strategy and transformation towards higher growth businesses. Both our Life Sciences segment and Semiconductor Solutions Group segment continued to gain market share and grow as he positioned both for potential future growth. Dr. Schwartz received a market-based adjustment to his base salary effective January 1, 2019 and given his competitive positioning among the peer group, his base salary was maintained at the same amount for the calendar year 2020.
Lindon G. Robertson - Executive Vice President and Chief Financial Officer; Guojuan (Amy) Liao, President Life Sciences Services; David E. Jarzynka - President, Brooks Semiconductor Solutions Group
  •
Mr. Robertson and Mr. Jarzynka received market-based adjustments to their base salaries effective January 1, 2019 and given their competitive position among the peer group, their salaries were maintained at the same amount for the calendar year 2020. Dr. Liao joined Brooks on November 15, 2018 and we maintained her base salary at the same amount through the calendar year 2020.
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COMPENSATION DISCUSSION AND ANALYSIS
Jason W. Joseph – Senior Vice President, General Counsel and Corporate Secretary
  •
Mr. Joseph was provided a base salary adjustment effective January 1, 2020 to maintain his competitive positioning among the peer group based on the market data provided by our compensation consultant and our internal data analysis. Mr. Joseph played a lead role in the regulatory approval process with the divestiture of the Semiconductor Cryogenics business during fiscal 2019.
Annual Cash Incentive for Fiscal 2020 – Performance-Based Variable Compensation (PBVC)
Each year the HRC Committee, with management, reviews the Annual Operating Plan, or AOP, to determine the critical financial metrics and goals they believe will drive stockholder value when achieved. For fiscal 2020, the HRC Committee voted to retain the Revenue, Adjusted Gross Margin and Adjusted EPS metrics for the PBVC as each is aligned to the Company’s emphasis on accelerating profitable growth.
In reviewing the metrics and goals, the HRC Committee was guided by the following:
  •
Aligning the shorter-term financial objectives of our annual PBVC incentives and the longer-term strategic objectives of our LTIP
  •
Establishing financial goals that are aggressive but achievable, that show significant growth over prior years’ targets and results and that account for significant acquisitions and divestitures
  •
Maintaining a strong linkage between incentive plan metrics and our strategic plan and business model
  •
Defining appropriate ranges of financial long-term performance to equitably reward performance below and above our aggressive targets for our business during fiscal 2020
The HRC Committee met over several sessions and engaged our compensation consultant to review our (and our peer group’s) historical achievement levels on the proposed metrics to ensure appropriate rigor in setting these goals. Based on its independent assessment, Pearl Meyer concluded that the fiscal 2020 incentive compensation performance goals were of appropriate rigor reflecting:
  •
A goal-setting process incorporating all marketplace best practices, including significant and meaningful year-over-year growth, appropriately structured performance ranges and corresponding reasonable payout levels
Alignment with investor expectations and performance ranges that are generally consistent with peer design
  •
Challenging goals in both the PBVC and LTIP, yet not so challenging as to lessen the motivational and retentive value of the program
  •
PBVC goals based on meaningful organic growth for continuing business operations
  •
Historical payouts that have fluctuated demonstrating a history of sufficiently challenging goals
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COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2020 PBVC Financial Performance Goals
Our fiscal 2020 PBVC metrics and goals were key performance measures that anticipated continued growth in our Semiconductor Solutions Group and Life Sciences segments. The goals for the fiscal 2020 PBVC were determined by referencing financial targets in our AOP.
Annual Revenue:
  •
Revenue goal set 13% higher than fiscal 2019 actual results and 1% higher than the fiscal 2019 PBVC target which included one quarter’s results from the divested Semiconductor Cryogenics business
  •
Goals achievement dependent on: continued Semiconductor Solutions market share capture and aggressive growth; Life Sciences continued growth performance in a restructured Sample Management business; and a fully leveraged and synergistic Genomics Services business
  •
Weighted at 50% of Target
Adjusted Gross Margin:
  •
Key metric for measuring the ability to drive profitability at all points in the industry cycle while outperforming the industry and increasing market share
  •
Target is a 160bp improvement over fiscal 2019 actual results and a 20bp increase over fiscal 2019 target
  •
Goal driven by: Semiconductor Solutions expansion on product cost reductions and improved product value mix; Life Sciences increases on improved mix; and expanding into higher valued markets
  •
Weighted at 25% of Target
Adjusted EPS:
  •
Aggressive target goal to measure our performance in delivering profitable growth across all spend categories using a metric that is understood by our stockholders
  •
The Adjusted EPS target is the same goal as the fiscal 2019 goal which included one quarter’s results from the divested Semiconductor Cryogenics business
  •
Target is 30 cents greater than our fiscal 2019 Adjusted EPS result
  •
Weighted at 25% of Target
Fiscal 2020 Corporate PBVC Results
 
 
TARGETS
ACHIEVEMENT
 
 
 
 
 
 
Year End Result
Corporate
Metric
Weighting
Threshold
25%
Target
100%
Max
150%
Full Year
Actual
Award
Percent
Weighted
% of
Target
Award
Annual Revenue
50%
$800M
$885M
$950M
$893.4M
106.5%
53.2%
Adjusted Gross Margin
25%
42.0%
43.7%
45.0%
43.6%
97.1%
24.3%
Adjusted EPS
25%
$1.05
$1.30
$1.70
$1.24
83.0%
20.7%
Corporate Financial Metrics
100%
98.3%
(i)
Fiscal 2020 PBVC results were a significant improvement over the fiscal 2019, which yielded a payout of 40.8% of weighted target goals. This was accomplished during the COVID-19 pandemic for over half of the Company’s operating year. Solid performance within our Semiconductor Solutions Group segment featured a record number of “design-in-wins” allowing the business to continue to gain market share. The Contamination Control Solutions business unit had a record year with strong growth in revenue and profitability. The continued acceptance of the MagnaTran® LEAP™ and Marathon® LEAP™ vacuum robotics product line additionally helped fuel strong results within Semiconductor. Our Life Sciences businesses in both Products and Services played vital and responsive roles in the advancement of COVID-19 care and are expected to help enable the delivery of treatments and vaccines while continuing to achieve operating margin expansion and delivering double-digit revenue growth. Our accretive acquisition of an informatics focused company in February 2020 was not included in the fiscal 2020 PBVC results.
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COMPENSATION DISCUSSION AND ANALYSIS
Listed below are our CEO’s and our other named executive officers’ earned cash payouts based on the achievement of the corporate financial metrics as weighted. Mr. Jarzynka and Dr. Liao were also measured on specific business unit financial performance under the fiscal 2020 PBVC.
 
Target Opportunity as
% of Fiscal Year Base Pay
Metric Weighting
Cash Payout
Payment as a
% of Target
Name
Corporate
Business
Stephen S. Schwartz
110%
110%
0%
$729,692
98.3%
Lindon G. Robertson
100%
100%
0%
$491,375
98.3%
Guojuan Liao
75%
0%
100%
$261,096
79.1%
David E. Jarzynka
75%
40%
60%
$317,526
96.2%
Jason W. Joseph
60%
100%
0%
$212,943
98.3%
Long-Term Incentives
We regularly review the design of our equity incentive plan to ensure it remains calibrated to our long-term strategic goals while providing the appropriate balance of challenge and motivation.
With the transformation of the Company that has accelerated over the prior two years, the HRC Committee conducted an in-depth review of the plan designs for both our annual PBVC and our three-year LTIP in both fiscal 2019 and 2020. The HRC Committee commissioned Pearl Meyer to assist with the review and enlisted the support of the Company’s Human Resources department. The objectives and process of the review were as follows:
  •
Diligence exercise to assist the HRC Committee and management in defining the strongest incentive plan metrics that drive stockholder value;
  •
Internal Review: Subjective analysis and discussion on current metrics linkage and alignment to specific strategic criteria;
  •
External Review: Benchmarking of our incentive plan metrics alignment to our compensation peer group and review of achievement results and payouts over several years; and
  •
Determination of incentive metrics and design for upcoming PBVC and LTIP awards.
The HRC Committee presented the conclusions from the review to the full Board at the Board’s August 2019 and August 2020 meetings. In summary, both reviews reinforced our belief that our plan designs as well as metrics and goals are appropriately aligned with prevailing peer practices. The HRC Committee and the Board also concluded that the metrics and incentive plan designs are closely tied to our business strategy for both the short and long term and have served the stockholders well in delivering value.
Each of our named executive officers received award grants of both time-based and performance-based RSUs in fiscal 2020.
We use performance-based RSUs for the majority (75%) of our equity grants and measure performance at the end of each three-year LTIP period.
Similar to our annual PBVC, the HRC Committee has been very consistent in the selection of metrics for the LTIP that are in support of our long-term strategy. We believe this consistency helps focus the executives on achieving the financial results that we believe will drive stockholder value. We believe total annualized stockholder return for our 5-, 3- and 1- year periods of 34%, 16%, and 26%, respectively, are strong indicators that our incentive plans are helping drive appropriate, results-focused behaviors.
The financial metrics for the fiscal 2018, 2019 and 2020 LTIPs are comprised of cumulative Adjusted Operating Profit, cumulative Free Cash Flow, and three-year average ROIC, each equally weighted.
We have selected these metrics because we believe:
  •
Adjusted Operating Profit is a key performance indicator that motivates and rewards sustained growth in profit, and demands a longer-term management focus on business operations and profitability;
  •
Free Cash Flow will provide funding for growth initiatives, focused on new product development and acquisitions, and is a key indicator of overall company performance with a strong management line of sight; and
  •
ROIC is a key financial metric, as it focuses executives on a forward looking, disciplined approach to capital investment in optimizing stockholder return. This metric will measure effective capital deployment in internal organic investments and acquisitions with accretive returns.
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COMPENSATION DISCUSSION AND ANALYSIS
Grant Process
The value of each year’s LTIP equity grant for the CEO and our other named executive officers is based on a variety of factors including market and peer group data as provided by Pearl Meyer, the ability of the executive to impact long-term stockholder value, the executive’s prior contributions and performance and the current outstanding equity grants held by the executive. For executive officers, this translates into a projected equity value to target cash compensation ratio generally ranging from 1.0 to 1.5. A combination of performance and time-based RSUs are used as part of our LTIP. Performance-based RSUs are intended to focus and align management leadership to increasing share value and profitable growth, while time-based RSUs help promote retention of key leadership talent.
The following table shows grant date value for the fiscal 2018, 2019 and 2020 LTIPs.
LTIP Grant Date Value
(In thousands)
Grant Date
2018
11/8/17
2019*
11/29/18
2020
11/11/19
Executive
Stephen S. Schwartz
$2,194
$2,982
$2,500
Lindon G. Robertson
$1,050
$1,257
$1,050
Guojuan Liao
$957
$800
David E. Jarzynka
$660
$957
$850
Jason W. Joseph
$540
$628
$600
*
The grant date value shown for fiscal 2019 is approximately 20% higher than the grant dollar value approved by the Board due to a timing issue where the HRC Committee meeting to approve the LTIP design for fiscal 2019 - 2021 was held on November 29, 2018, after the date used by the Company to convert dollar values to RSUs under its standard practice (3 days following the release of earnings, November 23, 2018). Over the period from November 23, 2018 to November 29, 2018, the price of Brooks’ stock rose by approximately 20%. This timing issue did not occur in fiscal 2020 and the grant date value was equal to the grant dollar value.
Equity Plan Analysis
The most recent Pearl Meyer executive pay analysis, completed in September 2020, noted that Brooks’ dilution (total number of shares outstanding under the equity compensation programs as a percentage of the most recent fiscal year’s shares outstanding) was below the 25th percentile of our 2020 compensation peer group. Our share burn rate, which is the sum of options and full-value shares granted divided by weighted average shares outstanding (where all options and full-value shares are counted equally) was 0.6% in fiscal 2020 and 0.8% for our three-year average as shown in the chart below. These figures are approximate to the 25th percentile of our peer group. We believe this judicious use of equity awards affords the HRC Committee flexibility in incenting executive behaviors to drive strategic initiatives.

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COMPENSATION DISCUSSION AND ANALYSIS
Fiscal 2018 - 2020 LTIP
The fiscal 2018 LTIP covering the fiscal years 2018 – 2020 was approved by the HRC Committee and the full Board in November 2017 and was designed with the same metrics as the fiscal 2017 – 2019 LTIP but with significantly greater goals for each metric that took into account the strong performance in fiscal 2017 and the Company’s longer-term financial models that we believe support a strategy of profitable growth. The HRC Committee decided to make each metric equally weighted at one-third by increasing the weighting of the ROIC metric to help focus on growing our acquired companies.
Prior to the start of the 2019 fiscal year on October 1, 2018, we announced that we were in the process of divesting our Semiconductor Cryogenics business to Edwards Vacuum LLC (a member of the Atlas Copco group) for $675 million and buying genomics services provider GENEWIZ for $450 million. The GENEWIZ acquisition closed on November 15, 2018 and it was anticipated that the divestiture of the Semiconductor Cryogenics business would close sometime in the second fiscal quarter (January – March 2019).
Based on these two transformative transactions, we assessed the goals for the 2018 – 2020 LTIP established in November 2017 and determined they were not consistent with the profile of the Company that would now include GENEWIZ for almost two full years of the LTIP while excluding the Semiconductor Cryogenics business for a similar period. The Committee reviewed several options to better align the goals of the plan with the new profile of the Company to maintain the LTIP’s relevance and motivational value. After modeling several options, the HRC Committee recommended and the Board approved revised goals for fiscal 2018 – 2020 LTIP using the following methodology:
  •
For our Adjusted Operating Profit and ROIC metrics, we used actual fiscal 2018 results as year one goals as these results both exceeded our AOP targets; we then added our fiscal years 2019 and 2020 operating plan forecasts for these two metrics to use as year two and three goals. These forecasts included GENEWIZ results from November 15, 2018 and excluded the results of the Semiconductor Cryogenics business from October 1, 2018.
  •
For our Free Cash Flow metric, we determined that the actual fiscal 2018 results fell below the AOP target for fiscal 2018. In order to maintain the intent of the LTIP, we used the higher AOP target (versus the lower actual result) for fiscal 2018’s Free Cash Flow contribution to the three-year target and added the fiscal 2019 and fiscal 2020 operating forecast targets to determine a revised three year cumulative goal for the fiscal 2018 – 2020 Free Cash Flow metric.
We believe establishing revised goals was essential to maintaining the motivational value of the fiscal 2018 – 2020 LTIP allowing us to equitably measure management’s performance over the three-year period while retaining the prior goals that were established under a significantly different financial profile which would have had the opposite effect. With only one year of the three-year LTIP period completed, we believed that revising the goals was the most prudent approach to retain the motivational value of the LTIP.
The revised goals at target were amended by the following percentages:
  •
ROIC – 3-year average reduced by 3.8% due to the impact of the acquisition of GENEWIZ and divestiture of the Semiconductor Cryogenics business
  •
Free Cash Flow – 3-year cumulative total reduced by $45 million
  •
Adjusted Operating Profit – 3-year cumulative total increased by $75 million
Following the end of fiscal 2020, we measured our performance against the goals. Our strong financial performance over the last three-year period resulted in our ROIC and Free Cash Flow metrics slightly exceeding the target goal while the Adjusted Operating Profit metric reached 70% of target, providing for an overall vesting percentage of 95% of each performance-based RSU granted to our named executive officers.
LTIP 2018 - 2020 Financial Results
Long Term Incentive Plan Objectives – Fiscal 2018 - 2020 LTIP
 
 
Strategic Objective
Weighting
Measurement
Time Frame
Metrics
Threshold
25% of
Award
Target
100% of
Award
Maximum
+200% of
Award
Results
Weighted %
of Target
Earned
Adjusted Operating Profit(1)
33.3%
3 Years
Cumulative
Adjusted Operating
Profit 2018 - 2020
$250M
$400M
$550M
$340M
23%
Free Cash Flow(2)
33.3%
3 Years
Cumulative
FCF 2018 - 2020
$115M
$205M
$325M
$216M
36.3%
ROIC:(3)
33.4%
3 Years
3-year-average ROIC
6%
9.2%
15%
9.5%
35.7%
Total
 
 
 
 
 
 
 
95%
(1)
Adjusted Operating Profit: cumulative pre-tax operating income before special charges; excludes: (a) amortization expense; (b) purchase accounting adjustments; (c) restructuring expenses; (d) interest income; (e) other income; (f) joint venture income; (g) other items that may be excluded from Adjusted EPS.
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COMPENSATION DISCUSSION AND ANALYSIS
(2)
Free Cash Flow: operating cash flow less capital expenditures.
(3)
ROIC: GAAP income minus interest (after tax) as a percentage of average net assets, excluding cash and net deferred taxes. Each year’s average ROIC is equally weighted (Y1 + Y2 + Y3)/3.
The following table summarizes the PSU awards earned by our named executive officers under the fiscal 2018 - 2020 LTIP:
 
Fiscal 2018- 2020 LTIP
 
Name
Performance-Based
RSUs (PSUs) Granted at Target
Total PSUs Earned
(vested 11/15/2020]
Stephen S. Schwartz
48,540
46,113
Lindon G. Robertson
23,230
22,069
Guojuan Liao*
David E. Jarzynka
14,602
13,872
Jason W. Joseph
11,947
11,350
* Dr. Liao joined the Company in November 2018 and was not a participant in the fiscal 2018-2020 LTIP
Fiscal 2019 – 2021 and Fiscal 2020-2022 LTIPs
The fiscal 2019 and fiscal 2020 three-year LTIP metrics are also based on cumulative Adjusted Operating Profit, cumulative Free Cash Flow and a three-year average of our ROIC, all equally weighted. Each quarter at its regularly scheduled meetings, the HRC Committee and full Board review the Company’s financial results to date and forecast for the remaining fiscal year period against the goals for each plan.
FINANCIAL OBJECTIVES FISCAL 2019 - 2021 AND FISCAL 2020-2022 LTIPs
Strategic Objective
Weighting
Measurement
Time Frame
Metrics
Threshold
25% of Award
Target 100%
of Award
Maximum
+200% of
Award
ROIC (with acquisitions)(1)
34%
3 Years
3–year–average ROIC
*
*
*
Free Cash Flow (2)
33%
3 Years
Cumulative Free
Cash Flow
*
*
*
Adjusted Operating Profit (3)
33%
3 Years
Cumulative
Adjusted Operating
Profit
*
*
*
Definitions:
(1)
ROIC: GAAP income minus interest (after tax) as a percentage of average net assets, excluding cash and net deferred taxes. Each year’s average ROIC is equally weighted (Y1 + Y2 + Y3)/3.
(2)
Free Cash Flow: operating cash flow less capital expenditures.
(3)
Adjusted Operating Profit: cumulative pre-tax operating income before special charges; excludes: (a) amortization expense; (b) purchase accounting adjustments; (c) restructuring expenses; (d) interest income; (e) other income; (f) joint venture income; (g) other items that may be excluded from Adjusted EPS.
*
We do not publicly disclose our goals during the performance periods due to the proprietary and competitive sensitivity of the information. We believe these goals to be consistent with our philosophy of establishing aggressive but achievable targets, and after two years’ and one year’s results, respectively, participants are motivated to achieve the targets for the fiscal 2019-2021 LTIP and the fiscal 2020-2022 LTIP.
Elements of Our Fiscal 2021 PBVC and LTIP
In establishing our metrics and goals for the fiscal 2021 short- and long-term incentive plans, we again relied upon the comprehensive review undertaken to ensure our plan designs and metric selection were strongly aligned to our business and optimized to help drive stockholder value.
The review affirmed the appropriateness of our current plan design and features for both the PBVC and LTIP.
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COMPENSATION DISCUSSION AND ANALYSIS
For the fiscal 2021 PBVC cash incentive, the financial metrics are again composed of Corporate Revenue (50% weight), Adjusted Gross Margin (25% weight) and Adjusted Earnings Per Share (25% weight). All three financial metrics will be measured against the fiscal 2021 performance goals. For the fiscal 2021 – 2023 LTIP, the financial metrics are comprised of cumulative Adjusted Operating Profit (33% weight), cumulative Free Cash Flow (33% weight) and ROIC (34% weight). All three financial metrics will be measured against three-year performance goals for the fiscal 2021 - 2023 performance period.
Other Compensation and Policies
Stock Ownership Guidelines
Stock ownership guidelines require that within five years of their hire date, executive officers, including our named executive officers Dr. Schwartz, Messrs. Robertson, Jarzynka and Joseph, and Dr. Liao, acquire and maintain beneficial ownership of Brooks shares at different multiples of salary depending upon position. The HRC Committee approved an increase to the CEO requirement to six (6) times base salary from the previous five (5) times base salary in fiscal 2018. The CFO has an ownership requirement of three (3) times base salary. The remaining positions covered by the policy have ownership requirements of two (2) times base salary. At the end of fiscal 2020, Dr. Schwartz exceeded his six (6) times ownership requirement; Mr. Robertson exceeded his three (3) times ownership requirement; and the remaining named executive officers, other than Dr. Liao, who is new within the accumulation period, also exceeded their two (2) times base salary requirement. The guidelines cease to apply to any executive officer after termination of their employment.
Risk Assessment Process
The HRC Committee has assessed the risk profile of its compensation program to monitor whether any element of compensation or any policy encouraged inappropriate or unacceptable risk to the Company on an annual basis. The HRC Committee is provided with a series of Company analytical factors which focus upon several key areas of our compensation program, including: external market reference; pay mix; range and sensitivity of our PBVC and LTIP; selection of performance metrics; goal setting process; and our checks and balances on the payment of compensation. We believe this provides a process to ensure that an appropriate balance between prudent business risk and resulting compensation is being maintained.
The HRC Committee believes our policies and procedures achieve this balance. The Company also has clawback provisions in place as discussed in more detail below, as well as stock ownership guidelines to further align the executive’s interests with that of our stockholders. The HRC Committee regularly monitors the executives’ progress against our stock ownership guidelines. The HRC Committee believes our policies and rewards structure appropriately balances the creation of long-term value with shorter-term positive results.
Clawback Provisions
Clawback provisions which apply to the CEO and CFO are contained in employment agreements and/or offer letters and are consistent with the Sarbanes-Oxley Act of 2002. These provisions govern the recoupment of annual and long-term incentive compensation in the event of an accounting restatement due to material noncompliance by the Company that results from misconduct or gross negligence relating to any financial reporting requirements. In November 2013, the Board approved an incentive compensation recoupment policy that applies to all executive officers (including the CEO and the CFO), which is applicable to incentive-based compensation (such as the PBVC and performance-based RSUs) awarded to executive officers after the adoption of the policy. Pursuant to the policy, in the event we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements, we will use reasonable efforts to recover any amount in excess of what would have been paid to such executive officers (or such former executive officers) whose intentional misconduct caused or contributed to the need for the restatement under the accounting restatement for any such incentive-based compensation during the three-year period preceding the restatement.
Employment Agreements
We currently have an employment agreement with Dr. Schwartz. The agreement provides for, among other things, a specified annual base salary and the target variable compensation award based on performance. It also provides that he will be entitled to severance of one year’s base salary and continued participation in benefit plans if his employment is terminated by us without “cause” or if he resigns for “good reason”. Severance and benefits are continued on a payroll to payroll basis if he remains unemployed following the initial twelve months of payment up to an additional twelve months. More information can be found under the section “Post-Employment Benefits”.
Messrs. Robertson and Jarzynka have each entered into offer letters that stipulate the terms and conditions of their employment with the Company. In June 2015, we modified the original offer letter to Mr. Robertson to provide for the same severance provisions as Dr. Schwartz (one year’s base salary and benefits and up to an additional 12 months so long as the executive remains unemployed). In November 2016 we modified the offer letter to Mr. Jarzynka to provide severance pay of six months base salary and benefits and up to an additional six months of severance and benefits so long as the executive remains unemployed. We believe these changes are appropriate as they reflect customary market practice for executives and provide our executives the proper focus when analyzing potential transactions.
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COMPENSATION DISCUSSION AND ANALYSIS
Change-In-Control and Non-Compete Agreements
We currently have provisions within our equity award agreements that provide for accelerated vesting at target in the event of a double-trigger change in control (termination of employment without “cause” or for “good reason” within a year following or six months prior to a change-in-control).
In June 2015, we extended the double-trigger change in control provisions to our severance and benefits arrangements with Dr. Schwartz and Mr. Robertson and increased the protected termination period following a change in control to two years. The arrangement includes:
  •
Cash severance, payable bi-weekly, equal to two times the amount of their current base salary and annual target bonus
  •
A lump sum payment to cover the approximate cost of the Company’s portion of premiums for coverage under their welfare benefit plans for two years following termination
  •
Fully accelerated vesting of all unvested equity awards including any performance-based awards that have not yet been earned calculated at the target award amount
In exchange for the change in control agreement, we entered into a non-competition agreement with Dr. Schwartz and Mr. Robertson where each executive agreed that during the term of the agreement and for 12 months following termination for any reason, the executive:
  •
Shall not work or invest in any business that is competitive with Brooks
  •
Shall not solicit for employment any employee of the Company or solicit a customer (within the last two years) of the Company
In November 2016, we extended the change-in-control provisions and non-compete agreements to Mr. Jarzynka on the same basis as described for Dr. Schwartz and Mr. Robertson.
Indemnification Agreements
We entered into an indemnification agreement at the time of hire with our CEO and our other named executive officers. The indemnification agreement provides that we will pay amounts incurred in connection with any civil or criminal action or proceeding, specifically including actions by or in the Company’s name where the involvement is by reason of the fact that he or she is or was an officer. Such amounts include, to the maximum extent permitted by law, attorney’s fees, judgments, civil or criminal fines, settlement amounts, and other expenses customarily incurred in connection with legal proceedings. Under the indemnification agreement, the CEO will receive indemnification unless he or she is adjudged not to have acted in good faith and in a manner he or she reasonably believed to be in the best interests of Brooks.
Tax Deductibility
Section 162(m) of the Internal Revenue Code of 1986, as amended by the Tax Cuts and Jobs Act, restricts deductibility for federal income tax purposes of annual individual compensation in excess of $1 million to our named executive officers, effective for tax years beginning after 2017, subject to a transition rule for written binding contracts which were in effect on November 2, 2017, and which were not modified in any material respect on or after such date. In the past, Section 162(m)’s deductibility limitation was subject to an exception for compensation that qualified as performance-based. Certain of our compensation programs were designed to permit us to qualify for the performance-based exception, although the Company reserved the right to pay compensation that did not qualify as “performance-based”. While the HRC Committee has considered the deductibility of compensation as a factor in making compensation decisions, it has retained the flexibility to provide compensation that is consistent with the Company’s goals for its executive compensation program, even if such compensation would not be fully tax-deductible.
Section 280G and related sections of the Internal Revenue Code provide that executive officers and directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits that exceed certain limits in connection with a change in control event, and that we could lose a deduction on the amounts subject to the additional tax. We have not provided any executive officer, including Dr. Schwartz, with a commitment to gross up or reimburse other tax amounts that the executive might pay pursuant to Section 280G of the Internal Revenue Code. In January 2010, the Board voted that it would not make any gross-up or tax reimbursement commitments to any executives.
Section 409A of the Internal Revenue Code also imposes additional significant taxes on an executive officer, director or service provider who receives “deferred compensation” that does not meet the requirements of Section 409A. To assist in the avoidance of additional tax under Section 409A, we intend to structure equity awards and other deferred compensation payments in a manner to comply with the applicable Section 409A requirements.
BROOKS AUTOMATION – 2020 Proxy Statement 39

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
Human Resources and Compensation Committee Report
To The Stockholders of Brooks Automation, Inc.:
The Human Resources and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Human Resources and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Respectfully submitted,
Human Resources and Compensation Committee
as of September 30, 2020
Ellen M. Zane, Chair
Robyn C. Davis
Michael Rosenblatt
40 BROOKS AUTOMATION – 2020 Proxy Statement

TABLE OF CONTENTS

COMPENSATION TABLES FOR NAMED EXECUTIVE OFFICERS
COMPENSATION TABLES FOR NAMED EXECUTIVE  OFFICERS
Summary Compensation Table
The following table sets forth certain information concerning compensation of each named executive officer during the fiscal years indicated below:
Name and
Principal Position
Fiscal
Year
Salary
Bonus
Stock
Awards(1)
Non-equity
Incentive Plan
Compensation(2)
All Other
Compensation
Total
Stephen S. Schwartz
2020
$675,000
$2,500,039
$729,692
$12,825(3)
$3,917,556
President and
Chief Executive Officer
2019
$667,692
$2,991,821
$299,293
$12,600
$3,971,406
2018
$643,750
$2,217,307
$1,052,563
$12,375
$3,925,995
Lindon G. Robertson
2020
$500,000
$1,050,015
$491,375
$12,825(4)
$2,054,215
Executive Vice President
& Chief Financial Officer
2019
$495,615
$1,495,941
$201,963
$12,600
$2,206,119
2018
$473,750
$1,061,135
$614,335
$12,375
$2,161,595
Guojuan Liao
2020
$440,000
$800,016
$261,096
$12,825(5)
$1,513,937
President, Life Sciences Services
2019
$366,385
$63,952
$957,389
$255,713
$15,430
$1,658,869
David E. Jarzynka
2020
$440,000
$850,035
$317,526
$12,825(6)
$1,620,386
President, Brooks Semiconductor
Solutions Group
2019
$422,462
$957,389
$87,671
$13,400
$1,480,922
2018
$372,500
$667,008
$396,349
$13,829
$1,449,686
Jason W. Joseph
2020
$360,558
$600,036
$212,943
$13,042(7)
$1,186,579
Senior Vice President,
General Counsel
and Secretary
2019
$345,615
$758,214
$84,433
$12,817
$1,201,079
2018
$330,673
$545,728
$257,729
$11,650
$1,145,780
(1)
Awards consist of restricted stock unit (RSU) awards. In November 2019, the Company issued both time-based and performance-based RSUs under our fiscal Year 2020 - 2022 Long-Term Incentive Plan to each of the named executive officers. The value of an award is based on the fair value as of the grant date calculated in accordance with FASB ASC Topic 718 (previously FAS 123R). The grant date fair value of the performance-based RSUs assuming the maximum potential value is achieved is $3,750,000 for Dr. Schwartz; $1,575,000 for Mr. Robertson; $1,275,000 for Mr. Jarzynka; $1,200,000 for Dr. Liao; and $825,000 for Mr. Joseph.
(2)
Amounts consist of cash incentive compensation awards earned for services rendered in the relevant fiscal year under the Company’s Performance-Based Variable Compensation Plan.
(3)
Represents amounts paid or accrued by the Company on behalf of Dr. Schwartz as follows: $12,825 in matching contributions to Dr. Schwartz’s account under the Company’s qualified 401(k) plan.
(4)
Represents amounts paid or accrued by the Company on behalf of Mr. Robertson as follows: $12,825 in matching contributions to Mr. Robertson’s account under the Company’s qualified 401(k) plan.
(5)
Represents amounts paid or accrued by the Company on behalf of Dr. Liao as follows: $12,825 in matching contributions to Dr. Liao’s account under the Company’s qualified 401(k) plan.
(6)
Represents amounts paid or accrued by the Company on behalf of Mr. Jarzynka as follows: $12,825 in matching contributions to Mr. Jarzynka’s account under the Company’s qualified 401(k) plan.
(7)
Represents amounts paid or accrued by the Company on behalf of Mr. Joseph as follows: $13,042 in matching contributions to Mr. Joseph’s account under the Company’s qualified 401(k) plan.
BROOKS AUTOMATION – 2020 Proxy Statement 41

TABLE OF CONTENTS

COMPENSATION TABLES FOR NAMED EXECUTIVE OFFICERS
Grants of Plan-Based Awards Table
Fiscal Year 2020
During the fiscal year ended September 30, 2020 the following plan-based awards were granted to the named executive officers:
 
 
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
Grant Date
Fair Value of
Stock Awards
($)
Name
Grant Date
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Stephen S. Schwartz
$742,500
$1,485,000