PHOTRONICS INC (PLAB)
Sector: Information Technology
2026 Annual Meeting Analysis
PHOTRONICS INC · Meeting: April 8, 2026
Directors FOR
7
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Members of the Board of Directors
Against Analysis
Constantine S. Macricostas is the father of George C. Macricostas, the current CEO and Chairman; the policy requires a no vote for any director with a familial relationship to senior management, particularly the CEO, as such a relationship undermines independent oversight of management regardless of the director's long tenure and deep company knowledge.
For Analysis
Appointed January 2026, she is exempt from the TSR trigger as a director with less than 24 months of tenure; her 25+ years of treasury and finance experience is clearly relevant to the company's needs.
Appointed December 2024, he is exempt from the TSR trigger as a director with less than 24 months of tenure; his 30+ years of corporate governance legal experience is relevant to the board's needs.
Director since 2022 with deep semiconductor industry expertise; PLAB's 3-year return of +114.7% outperforms the company-disclosed peer group median of +50.0% by +64.7 percentage points, well above the 65pp threshold required to trigger a no vote for a strong-positive-TSR company, so no TSR concern applies.
Lead Independent Director since 2025 with relevant investment banking and finance expertise; PLAB's strong 3-year TSR outperformance versus the peer group (+64.7pp, below the 65pp trigger threshold) means no TSR concern applies.
Director since 2020 with extensive semiconductor industry leadership at Lam Research; PLAB's 3-year TSR outperformance versus the peer group (+64.7pp) falls just below the 65pp trigger threshold, so no TSR concern applies.
As CEO and Chairman, he is subject to the same TSR trigger as all other directors; PLAB's 3-year return of +114.7% outperforms the peer group median by +64.7pp, which does not meet the 65pp threshold required to trigger a no vote for a strong-positive-TSR company, so no TSR concern applies.
Director since 2004 with relevant semiconductor industry and executive leadership experience; PLAB's 3-year TSR outperformance versus the peer group (+64.7pp) falls just below the 65pp trigger threshold, so no TSR concern applies.
Seven of eight director nominees receive a FOR vote. Constantine S. Macricostas receives an AGAINST vote solely due to his familial relationship with CEO George C. Macricostas (father-son), which creates an independence concern that is disqualifying under the policy regardless of his foundational role at the company. All other nominees pass TSR, independence, attendance, and qualifications screens. PLAB's 3-year price return of +114.7% outperforms the company-disclosed peer group median of +50.0% by +64.7 percentage points, which is just below the 65pp underperformance threshold applicable to strong-positive-TSR companies, so no TSR-based AGAINST votes are triggered for any director.
Say on Pay
✓ FORCEO
George C. Macricostas
Total Comp
$4,985,316
Prior Support
89.8%%
CEO total compensation of approximately $4.99 million is reasonable for a technology company with a $2 billion market cap, and the prior-year say-on-pay vote received strong support of 89.8%, indicating no shareholder concern requiring remediation. A meaningful portion of total compensation is variable — the CEO received a $675,000 base salary (roughly 14% of total pay) alongside a $675,000 cash bonus and a stock award valued at approximately $3.77 million, meaning roughly 87% of total pay is variable or at-risk, well above the 50–60% minimum threshold. PLAB's 3-year stock return of +114.7% substantially outperforms the company-disclosed peer group median of +50.0%, confirming that above-benchmark incentive pay, if any, is justified by strong shareholder returns, and the company maintains a Dodd-Frank-compliant clawback policy adopted in fiscal 2023.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,962,304
Non-Audit Fees
$77,297
Non-audit fees (audit-related fees of $25,000 plus tax fees of $40,495 plus other fees of $11,802, totaling approximately $77,297) represent only about 3.9% of audit fees of $1,962,304, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot be applied and a FOR vote is the correct default. Deloitte & Touche is a Big 4 firm appropriate for a $2 billion market-cap company, and no material restatements are disclosed.
Overall Assessment
The 2026 Photronics annual meeting ballot contains three proposals: director elections, auditor ratification, and an advisory vote on executive pay. The slate receives broad support with one exception — founder Constantine S. Macricostas receives an AGAINST vote due to his father-son relationship with CEO George C. Macricostas, which creates an independence concern; all other proposals receive FOR votes as the company's compensation program is reasonably structured with strong pay-for-performance alignment and Deloitte's fee structure raises no independence concerns.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing