ADVANCED ENERGY INDUSTRIES INC
For the period ended Apr 24, 2025. Filed Mar 14, 2025.
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Apr 24, 2025 · Filed Mar 14, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
ProxyStatement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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| Filed by the Registrant | þ | Filed by a Party other than the Registrant | ◻ |
Check the appropriate box:
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| ◻ | Preliminary Proxy Statement |
| ◻ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| ◻ | Definitive Additional Materials |
| ◻ | Soliciting Material under §240.14a-12 |
ADVANCEDENERGY INDUSTRIES, INC.
(Name of Registrantas Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (Check all boxes that apply): | ||
| þ | No fee required. | |
| ◻ | Fee paid previously with preliminary materials. | |
| ◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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Nd inve
A Message from Our CEO
Dear Stockholders:
Please join us for Advanced Energy’s 2025 Annual Meeting of Stockholders at 9:00 a.m., Mountain Daylight Time, on Thursday, April 24, 2025, at the Elizabeth Hotel, located at 111 Chestnut Street, Fort Collins, Colorado 80524.
In 2024, we delivered solid financial results in a dynamic environment. Demand in the Semiconductor and Data Center Computing markets improved, offset by inventory digestion in the Industrial and Medical and Telecom and Networking markets. After hitting a low point in the first quarter, revenue increased every quarter through year-end and returned to year-over-year growth in the fourth quarter. In addition, we improved our gross margins each quarter throughout the year as we executed our multi-year manufacturing consolidation plan.
During the year, we made significant progress across our strategic initiatives. We accelerated new product introductions by launching 35 new platform products, as well as numerous custom and modified standard products. We invested in R&D to meet the strong demand for our best-in-class semiconductor platforms, including eVoSTM, eVerest TM and NavXTM, and our high-power artificial intelligence data center solutions. Our design-win momentum in Industrial and Medical continued to build, fueled by a healthy stream of new products, an enhanced customer-friendly website, and increased engagement with our distribution partners. Lastly, we are executing our financial initiatives by driving higher gross margins, controlling costs to fund critical program investments, and growing our cash position.
Looking forward, I believe Advanced Energy will extend its leadership in the precision power market. Customer qualification activity has been strong, and we expect to gain meaningful share as the market recovers. We expect our manufacturing and cost optimization initiatives to enable structurally higher margins and meaningful cash flow generation. In addition, we will continue to pursue strategic acquisitions for inorganic growth and complementary technologies.
At our November 2024 Analyst Day, we outlined a 2030 target model, which calls for doubling revenue, expanding gross margin, and growing earnings per share. With a diverse set of attractive end markets, strong customer relationships, one of the broadest portfolios of power technologies, a large team of over 1,500 power engineers, and a highly capable factory network, I am confident in our ability to achieve those long-term goals.
On behalf of our employees and Board of Directors, we thank you for your continued support.
Best regards,
/s/ Stephen D. Kelley
Stephen D. Kelley
President and Chief Executive Officer
March 14, 2025
i
2025 ANNUAL
PROXY STATEMENT
Notice of the Annual Meeting of Stockholders
To be held on April 24, 2025
9:00 a.m. Mountain Daylight Time
To Our Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Advanced Energy Industries, Inc. (“Advanced Energy” or the “Company”). Please see below for the meeting logistics and business matters to be addressed at the 2025 Annual Meeting.
| Logistics · Item of Business · Board Recommendation | ||||||
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| · WhenThursday, April 24, 2025, at 9:00 a.m. MDTWhereThe Elizabeth Hotel111 Chestnut StreetFort Collins, CO 80524Who Can VoteAll holders of our common stock at the close of business on March 4, 2025 · · · | ||||||
| | 1 | Election of ten (10) directors; | | FOR ALL NOMINEES | ||
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| | 2 | Ratification of the appointment of Ernst & Young LLP as Advanced Energy’s independent registered public accounting firm for 2025; | | FOR | ||
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| | 3 | Advisory approval of Advanced Energy’s compensation of its named executive officers; and | | FOR | ||
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| | 4 | Any other matters of business properly brought before the 2025 Annual Meeting. | | | ||
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| | Each of matters 1 through 3 is described in detail in the proxy statement accompanying this Notice of the Annual Meeting of Stockholders, dated March 14, 2025. | |||||
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| | Your vote is important. All stockholders are cordially invited to attend the 2025 Annual Meeting in person. If you do not plan to attend the 2025 Annual Meeting and vote your shares of common stock in person, please authorize a proxy to vote your shares in one of the below ways. Any proxy may be revoked at any time prior to its exercise at the 2025 Annual Meeting. | |||||
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| | Place your vote via internet at www.proxypush.com/AEIS | | Call toll-free (if US or Canada) 1-866-390-9955 | | Mark, date, sign and mail your proxy card in the pre-paid envelope provided | |
Important Notice Regarding the Availability of Proxy Materials for theAnnual Meeting to be Held on April 24, 2025
This notice for the 2025 Annual Meeting, the proxy statement, the proxy card, and the Company’s 2024 Annual Report, which includes the Annual Report on Form 10-K for the year ended December 31, 2024, are available online at www.proxydocs.com/AEIS.
| Denver, Colorado | By Order of the Board of Directors, |
|---|---|
| March 14, 2025 | /s/ Elizabeth K. Vonne |
| | Executive Vice President, General Counsel, and Corporate Secretary |
ii
2025 ANNUAL
PROXY STATEMENT
Table of Contents
| A Message from our CEO | i |
|---|---|
| Notice of the Annual Meeting of Stockholders | ii |
| Table of Contents | 1 |
| Proxy Summary | 2 |
| Proposal No. 1 - Election of Directors | 4 |
| Director Compensation | 15 |
| Corporate Governance | 17 |
| Proposal No. 2 - Ratification of the Appointment of Ernst & Young LLP as Advanced Energy’s Independent Registered Public Accounting Firm for 2025 | 27 |
| Proposal No. 3 - Advisory Approval of the Company’s Named Executive Officer Compensation | 29 |
| Security Ownership of Certain Beneficial Owners and Management | 31 |
| Executive Compensation | 33 |
| Compensation Discussion and Analysis | 33 |
| Compensation Risk Assessment | 47 |
| Compensation Committee Report | 47 |
| Equity Compensation Plan Information | 48 |
| Management | 49 |
| Summary Compensation Table for 2024 | 51 |
| 2024 Grants of Plan-Based Awards | 52 |
| 2024 Outstanding Equity Awards at Fiscal Year-End | 53 |
| 2024 Option Exercises and Stock Vested | 54 |
| Pension Benefits | 54 |
| Non-Qualified Deferred Compensation | 55 |
| Potential Payments upon Termination or Change in Control | 56 |
| Pay versus Performance | 58 |
| CEO Pay Ratio | 64 |
| Certain Relationships and Related Transactions | 65 |
| Conduct and Communications | 66 |
| Proposals of Stockholders | 66 |
| General Meeting Matters | 67 |
| Appendix A - Reconciliation of Non-GAAP Measures | A-1 |
2025 ANNUAL
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.