UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
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AMTECH SYSTEMS, INC. |
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131 SOUTH CLARK DRIVE
TEMPE, ARIZONA 85281
NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 16, 2017
To Our Shareholders:
The 20172020 Annual Meeting of Shareholders (the “Annual Meeting”) of AMTECH SYSTEMS, INC., an Arizona corporation (the “Company”), will be held at The Tempe Mission Palms Hotel, 60 East 5
1. | To elect |
2. | To ratify the appointment of Mayer Hoffman McCann P.C. as |
3. | To |
4. | To approve an amendment to our Non-Employee Director Stock Option Plan; and |
5. | To transact such other business as may properly come before the meeting or |
The foregoing items of business are more fully described in the Proxy Statementproxy statement accompanying this notice. The Company is presently aware of no other business to come before the Annual Meeting.
Important Notice Regarding the Availability of
Proxy Materials for the Meeting
The Proxy Statement and annual report to shareholders on Form 10-K as amended, for the fiscal year ended September 30, 20162019 (the “2016“2019 Annual Report”) are also available at
The Board of Directors has fixed the close of business on January 25, 201721, 2020 as the record date (the “Record Date”) for the determination of shareholders who hold the Company’s common stock who are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Shareholders are reminded that their shares of the Company’s common stock can be voted at the Annual Meeting only if they are present at the Annual Meeting in person or by valid proxy. A copy of the Company’s 20162019 Annual Report, which includes our audited financial statements, was mailed with this notice and Proxy Statement to all shareholders of record on or about January 27, 2017.
Management of the Company cordially invites you to attend the Annual Meeting. Your attention is directed to the attached Proxy Statement for a discussion of the foregoing proposals and the reasons why the Board of Directors encourages you to vote FOR the approval of such proposals.
By Order of the Board of Directors: | |
| |
Lisa D. Gibbs, Secretary |
Tempe, Arizona
January 27, 2017
IMPORTANT: IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THIS MEETING. PLEASE VOTE YOUR SHARES PROMPTLY BY COMPLETING AND RETURNING YOUR PROXY CARD OR BY VOTING ON THE INTERNET OR BY TELEPHONE. |
PROXY STATEMENT
2020 ANNUAL MEETING OF SHAREHOLDERS
TABLE OF CONTENTS
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131 SOUTH CLARK DRIVE
TEMPE, ARIZONA 85281
The Board of Directors, or "Board",“Board,” of Amtech Systems, Inc., an Arizona corporation (the “Company” or "Amtech"“Amtech”), is soliciting proxies to be used at the 20172020 Annual Meeting of Shareholders of the Company to be held on Thursday,Wednesday, March 16, 2017,4, 2020, at 9:00 am,a.m., Arizona time, and any adjournment or postponement thereof (the “Annual Meeting” or "Meeting"“Meeting”). A copy of the Notice of the Meeting accompanies this Proxy Statement. This Proxy Statement and the accompanying form of proxy will be mailed to all shareholders entitled to vote at the Annual Meeting beginning January 27, 2017.
Who Can Vote
Shareholders of record as of the close of business on January 25, 201721, 2020 (the “Record Date”), may vote at the Annual Meeting and at any and all adjournments or postponements of the Meeting. On the Record Date, 13,179,53514,391,122 shares of the Company’sour common stock, $.01$0.01 par value (“Common Stock”), were issued and outstanding.
What Constitutes a Quorum
The presence, in person or by proxy, of the holders of a majority of the voting power of the issued and outstanding shares of Common Stock as of the Record Date entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are included in the number of shares present at the meetingMeeting for purposes of determining a quorum. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.
How to Attend the Meeting
If you are a shareholder of record, which means you hold your shares in your name, you may attend the meeting. If you own shares in the name of a bank, broker or other holder of record (“street name”), you will need to ask your broker or bank for a copy of the proxy they received from us. You will need to bring the proxy with you to the Annual Meeting.
How to Vote
If your shares are registered directly in your name, you may vote:
Via the Internet.
Go to the website www.investorvote.com/ASYS and follow the instructions. You must specify how you want your shares voted or your Internet vote cannot be completed. Votes have to be received no later than 1:00By Telephone.
To vote by phone, call 1-800-652-VOTE (8683) toll free from the U.S. and Canada and follow the instructions. You must specify how you want your shares voted and confirm your vote at the end of the call or your telephone vote cannot be completed. Votes have to be received no later than 1:00By Mail.
Complete and sign the enclosed proxy card and mail it in the enclosed postage prepaid envelope for receipt on or before MarchIn Person at the Annual Meeting.
If you choose to vote in person at the Meeting, you must bring a government-issued proof of identification that includes a photo (such as a driver’s license or passport) and either the enclosed proxy card or other verification of your ownership of shares of Common Stock as of the Record Date.Your broker, bank or other nominee should give you instructions for voting your shares. You may vote by Internet, telephone or mail as instructed by your broker, bank or other nominee. You may also vote in person if you obtain a legal proxy from your broker, giving you the right to vote your shares at the Meeting and you bring verification of your ownership of shares of Common Stock to the meeting.
We are not aware of any other matters to be presented at the Annual Meeting, except those described in this Proxy Statement. However, if any other matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxies will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, your Common Stock may be voted by the proxies on the new meetingMeeting date as well, unless you have revoked your proxy prior to that time.
What are the Voting Rights of Holders of Common Stock
Except as set forth below with respect to the ability to cumulate votes for directors, the holders of Common Stock will be entitled to one vote per share of Common Stock.
What Vote is Required to Approve Each Item
If a quorum is present, the sevenfive nominees who receive a plurality of the votes cast at the Annual Meeting will be elected. Broker non-votes and votes that are withheld will have no effect on the results of the vote for the election of directors. If a quorum is present, a majority of votes cast by holders of Common Stock represented and entitled to vote at the Annual Meeting will constitute a ratification of the appointment of Mayer Hoffman McCann P.C. as the Company’sour independent registered public accountants.
Approval of the advisory vote on the compensation of our named executive officers requires the affirmative vote of a majority of the shares of Common Stock present or represented at the Annual Meeting and entitled to vote. Because the vote on compensation is advisory, it will not be binding upon the Board of Directors.Board. However, the Compensation and Stock Option Committee of the Board will take into account the outcome of the vote when considering future executive compensation arrangements.
Revoking Your Proxy or Changing Your Vote
You may revoke your proxy and/or change your vote at any time before the Meeting.
If your shares are registered directly in your name, you must do one of the following:
Via the Internet or by Telephone.
Cast your votes again via the Internet or by telephone by following the directions above. Only the last Internet or telephone vote will be counted.By Mail.
Sign a new proxy card and submit it as instructed above, or send a notice revoking your proxy to the Secretary so that it is received on or before MarchIn Person at the Annual Meeting. Attend the Meeting and vote in person. Presence at the Meeting will not revoke your proxy unless you specifically request that your proxy be revoked.
If your shares are held through a broker or other nominee and you would like to change your voting instructions, please follow the instructions provided by your broker.
Inspectors of election will be appointed for the Annual Meeting. The inspectors of election will determine whether or not a quorum is present and will tabulate votes cast by proxy or in person at the Annual Meeting. If you have returned valid proxy instructions or attend the Annual Meeting in person, your Common Stock will be counted for the purpose of determining whether there is a quorum. Abstentions and broker non-votes will be included in the determination of the number of shares represented for a quorum. Generally, broker non-votes occur when a beneficial owner does not provide instructions to their broker with respect to a matter on which the broker is not permitted to vote without instructions from the beneficial owner. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote or votes cast on that proposal. Accordingly, broker non-votes will not affect the outcome of any matter being voted on at the Meeting, assuming that a quorum is obtained.
Costs of this Proxy Solicitation
We will pay the costs of preparing and mailing the Notice of Annual Meeting and Proxy Statement, including the charges and expenses of brokerage firms, banks and others who forward solicitation material to beneficial owners of the Common Stock. We will solicit proxies by mail. OfficersOur officers and directors of the Company may also solicit proxies personally, or by telephone or facsimile, without additional compensation. We have not retained any outside party to assist in the solicitation of proxies; however, we have retained Computershare Trust Company, N.A. and Broadridge Financial Solutions, Inc. to provide certain administrative services in connection with the proposals in this Proxy Statement, including coordinating the distribution of proxy materials to beneficial owners of Common Stock, contacting shareholders to ensure they have received this Proxy Statement and overseeing the return of proxy cards.
Annual Report
Our Annual Report to Shareholders for the fiscal year ended September 30, 20162019 (the “Annual Report”) has been mailed concurrently with the mailing of the Notice of Annual Meeting and Proxy Statement to all shareholders entitled to notice of, and to vote at, the Annual Meeting. The Annual Report is not incorporated into this Proxy Statement and is not considered proxy-soliciting material.
Audit Committee Reports
The information contained in the “Report of Compensation and Stock Option Committee” and “Audit Committee Report” shall not be deemed “filed” with the Securities and Exchange Commission (the “SEC”) or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"“Securities Act”), or the Exchange Act.
(Item No. 1 on the Proxy Card)
Number of Directors to be Elected
Our Board of Directors will consistcurrently consists of sevenfive members. Each director elected will hold office for one year orand until his qualified successor is duly elected and qualified. If any director resigns, or otherwise is unable to complete his term in office, our Board may elect another director for the remainder of the resigning director’s term.
Vote Required
The sevenfive nominees receiving the highest number of votes cast at the Annual Meeting will be elected. There is cumulative voting in the election of directors. This means that each holder of Common Stock present at the Annual Meeting, either in person or by proxy, will have an aggregate number of votes in the election of directors equal to sevenfive (the number of persons nominated for election as directors) multiplied by the number of shares of Common Stock held by such shareholder on the Record Date. The resulting aggregate number of votes may be cast by the shareholder for the election of any single nominee, or the shareholder may distribute such votes among any number or all of the nominees. In order to exercise cumulative voting, the voting shareholder must complete the proxy card and indicate cumulative voting in accordance with the instructions included on the proxy card.
Nominees of the Board
Our Board of Directors is responsible for supervision of the overall affairs of the Company. Our current Board has nominated the following individuals to serve on ourthe Board of Directors for the following year:
Robert M. Averick
Michael Garnreiter
Robert F. King
Sukesh Mohan
Jong S. Whang
Each of these nominees has agreed to be named in this Proxy Statement and to serve if elected. See below for information regarding each of the nominees.
Mr. J.S. Whang is the father of Mr. Michael Whang, our Chief Operating Officer. There are no other family relationships among any of the Company’s director nominees or executive officers. Each nominee was recommended by a non-managementnon-employee director.
Our Board of Directors recommends a vote FOR the election of the sevenfive nominees under Proposal No. 1. Our The persons appointed by the Board of Directors intendsas proxies intend to vote its proxies for the election of each of the nominees, for a term to expire at the next annual meeting.meeting, unless you indicate otherwise on the proxy or voting instruction card. In that regard, our Board of Directors solicits authority to cumulate such votes.
If any nominee should become unavailable for any reason, which our Board of Directors doeswe do not anticipate, the proxy will be voted “for” any substitute nominee, or nominees, who may be selected by ourthe Board of Directors prior to, or at, the Annual Meeting, or, if no substitute is selected by the Board prior to or at the Annual Meeting, for a motion to reduce the present membership of the Board to the number of nominees available. The information concerning the nominees and their shareholdings in the Company has been furnished by them to the Company.
The following table sets forth information regarding the executive officers and individuals nominated to serve as directors of Amtechthe Company as of the date of this filing.
Name | Age | Position with the Company |
Jong S. Whang | 74 | Executive Chairman, Chairman of the Board and |
Lisa D. Gibbs | 45 | Vice President, |
Michael Whang | 48 | Vice President and Chief Operating Officer |
Robert M. Averick | 53 | Director |
Michael Garnreiter | 67 | Director |
Robert F. King | 86 | Director |
Sukesh Mohan | 53 | Director |
Robert T. Hass | 69 | Executive Vice President, Treasurer |
Jong S. Whang
has been a Director since our inception in 1981 andLisa D. Gibbs has been ourjoined Amtech in September 2016 as Corporate Controller and was promoted to Vice President and Chief ExecutiveAccounting Officer since(Principal Accounting Officer) on January 20124, 2018. Ms. Gibbs was promoted to Vice President and our President since March 2010. From December of 2008 until his promotion to President in March 2010, Mr. Pentinga served as Managing Director of Amtech Europe, which was comprised of the Company’s two European subsidiaries at that time, Tempress Systems (“Tempress”) in Vaassen, the Netherlands, and R2D Automation (“R2D”) near Montpellier, France. During that time Mr. Pentinga also served as General Manager of Tempress (a position he held for 15 years) and President of R2D (a position he held for two years). Mr. Pentinga has over 30 years of experience in the semiconductor and solar industries. The Board of Directors benefits significantly from Mr. Pentinga's participation due to his extensive experience in the company and in the markets we serve.
Michael WhangPaul J. van der Wansem has been a joined the Company in April 2004 as Director since the consummationof Information Technology and Risk Management. In May 2016, Michael Whang was promoted to Chief Risk Officer and Chief Information Officer. His responsibilities at Amtech included roles in corporate strategy and operations, compliance, and M&A due diligence and post-acquisition activity, culminating in operational oversight of the Company's merger with BTU International, Inc. ("BTU")USA Operations. He was promoted to Vice President of Operations on January 30, 2015 (the "BTU Merger Closing"). Mr. van der Wansem served4, 2018 and to Vice President and Chief Operating Officer on the Company's Management Executive Committee following the BTU Merger Closing until January 30, 2016. Since
Robert M. Averick has been a Director since January 15, 2016. Mr. Averick has over 15 years of experience as a small-capitalization, value-driven public equity portfolio manager. PreviousHis previous work experience includes positions of increasing responsibility within structured finance, strategic planning and consulting. Mr. Averick received an undergraduate degree in Economics from The University of Virginia and a Master’sMasters in Business Administration in Finance from The University of Pennsylvania, The Wharton School of Business. Mr. Averick has worked as a portfolio manager at Kokino LLC since 2012. Mr. Averick and certain entities to which his employer provides investment management services currently own in excess of 18%17% of theAmtech’s outstanding shares of the Company.shares. He previously served on the Company’sour Board during the years 2005 and 2006. Mr. Averick also serves on the board of directors of Gulf Island Fabrication, Inc., a publicly-traded fabricator of complex steel structures, modules and marine vessels and is a member of its compensation committee and corporate governance and nominating committee. Mr. Averick serves as Chairman of our Compensation and Stock Option Committee and as a member of the Company’sour Audit Compensation and Stock Option, and Technology Strategy Committees. Mr. Averick'sAverick previously served as a director of Key Technology, Inc. until its sale in 2018. Mr. Averick’s experience
in finance and strategy planning allows him to provide valuable advice to the Board of Directors and the Committees on which he serves.
Michael Garnreiter
has been a Director since February 2007. He is theRobert F. King
has been a Director since May 2003. Since 1989, Mr. King has been President of King Associates, which provides consulting services to equipment companies serving the solar, semiconductor andSukesh Mohan
has been a Director since April 2015. He is currently Vice President and Co-Founder of El Camino Technologies, LLC, a software services company that manages online content for leading internet companies. Prior to this, Mr. Mohan was Director of Product Management, Etch Products Division, of Applied Materials, Inc.Robert T. Hass has been our Executive Vice President since March 6, 2019. Prior to that, he served as our Chief Financial Officer from April 2016 to March 2019. Mr. Hass previously served as our Chief Financial Officer from June 1992 to April 2006, Chief Accounting Officer from April 2006 to June 2013 and as a Director from February 1996 to March 2006. From July 2013 to March 2019, he served as our Vice President. Prior to joining Amtech, Mr. Hass held various senior management roles in finance. From 1977 to 1984, he served in various capacities including Vice President, Chief Financial Officer and Treasurer of Altamil Corporation, then a public diversified manufacturing company. From 1972 to 1977, he was an auditor with Ernst & Ernst, now known as Ernst & Young. He has a Bachelor of Science degree in Accounting from Indiana University.
Information concerning our Board of Directors and the four committees maintained by our Board is set forth below. Pursuant to NASDAQ and SEC rules, during fiscal 20162019 the majority of the Company’sour directors were not employees of the Company and were “independent” within the meaning of the NASDAQ Listing Rules and SEC standards. Importantly, all members of the Audit, Compensation and Stock Option, and Nominating and Governance Committees are independent. Currently, the Company’sour independent directors are Robert M. Averick, Michael Garnreiter, Egbert J.G. Goudena, Robert F. King and Sukesh Mohan. Additionally, each member of the Audit Committee is financially literate, and one of the Audit Committee members,
Michael Garnreiter, has financial management expertise as required by NASDAQ’s rules and meets the SEC’s definition of an “audit committee financial expert.”
Our Board of Directors held five (5)three (3) meetings during fiscal year 2016.2019. No director attended less than 75% of the aggregate of all Board meetings held while he served as such director and 75% of all committee meetings on which he served as a committee member. Our Board has the authority under the Company’sour Amended and Restated Bylaws, as amended, to increase or decrease the size of our Board and to fill vacancies, and the directors chosen to fill such vacancies will hold office until the Company’sour next annual meeting or until their successors are elected and qualified. The Company doesWe do not have a formal policy with respect to members of the Board attending our annual meetings. All of Directors attendingour Board members attended the 2019 annual meeting. All of the members of the Company’s Board of Directors attended the 2016 annual meeting.
The Audit Committee, the Compensation and Stock Option Committee, the Nominating and Governance Committee and the Technology Strategy Committee are the standing committees of our Board of Directors. The members of thethese committees as of January 25, 2017,21, 2020, are as follows:
Audit
– Michael Garnreiter (Chairman), Robert M. Averick, Robert F. King, and Sukesh MohanCompensation and Stock Option – Robert M. Averick (Chairman), Michael Garnreiter, Robert F. King, and Sukesh Mohan
Executive – Michael Garnreiter (Chairman), Robert M. Averick, Robert F. King, and Sukesh Mohan
Nominating and Governance – Robert F. King (Chairman), Robert M. Averick, Michael Garnreiter, Egbert J.G. Goudena, and Sukesh Mohan
Technology Strategy – Michael Garnreiter (Chairman), Egbert J.G. Goudena and Robert F. King
The Audit Committee held five (5) meetings during fiscal year 2016.2019. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the independent auditors and members of financial management, and the Company’sour financial affairs, including financial statements and audits, the adequacy and effectiveness of the internal accounting controls and systems, compliance with legal and regulatory requirements, and the retention and termination of the independent registered public accounting firm. The Audit Committee has a written charter, a copy of which is available on the Company’sour website at www.amtechsystems.com.
The Audit Committee is composed of outside directors who are not officers or employees of the Company or its subsidiaries. In the opinion of our Board, and as “independent” is defined under NASDAQ Listing Rules and SEC standards, these directors are independent of management and free of any relationship that would interfere with their exercise of independent judgment as members of this committee. Additionally, each member of the Audit Committee is financially literate, and one of the Audit Committee members, Michael Garnreiter, has financial management expertise as required by NASDAQ’s rules and meets the SEC’s definition of an “audit committee financial expert.”
The Compensation and Stock Option Committee held two (2) meetings during fiscal year 2016.2019. The Compensation and Stock Option Committee makes recommendations concerning officer compensation, benefit programs and
The Nominating and Governance Committee held four (4) meetingsone (1) meeting during fiscal year 2016.2019. The Nominating and Governance Committee identifies and approves individuals qualified to serve as members of our Board and also evaluates the Board’s performance. In evaluating a prospective nominee, the Nominating and Governance Committee takes several factors into consideration, including such individual’s integrity, business skills, experience and judgment. The evaluation of director nominees by the Nominating and Governance Committee also takes into account the diversity of prospective Board members'members’ background. The Nominating and Governance Committee also reviews whether a prospective nominee will meet the Company’sour independence standards and any other director or committee membership requirements imposed by law, regulation or stock exchange rules. The Nominating and Governance Committee will consider, but is not required to approve, director nominations made by our shareholders, for any annual meeting of the Company, provided a written
recommendation is received by the Companyus no later than the date shareholder proposals must be submitted for consideration prior to such annual meeting and all other applicable requirements have been satisfied. The Nominating and Governance Committee also develops and recommends corporate governance guidelines to the Board and provides oversight with respect to ethical conduct. Each member of the Nominating and Governance Committee is an “independent director” as defined in the NASDAQ Listing Rules and SEC standards. The Nominating and Governance Committee has a written charter, a copy of which is available on the Company’sour website at www.amtechsystems.com.
The Technology Strategy Committee held two (2) meetings during fiscal year 2016.2019. The Technology Strategy Committee assists the Board of Directors in understanding and evaluating the Company’sour technology strategy and evaluating potential acquisitions of new technology.
The Executive Committee held one (1) meeting during fiscal year 2019. The Executive Committee consists solely of non-employee directors and is empowered to exercise the power and authority of the Board as may be necessary during the intervals between meetings of the Board, subject to such limitations as are provided by law or by resolution of the Board. There is no charter for the Executive Committee.
Board Leadership Structure
Mr. Whang currently serves as the Company's Executive Chairman of theour Board of Directors (“Chairman”) and Mr. Pentinga serves asassumed the Company'srole of Chief Executive Officer (“CEO”). The Company does immediately following Mr. Pentinga’s resignation in November 2018. We do not have a policy regarding the combination or separation of the Chairman and CEO roles. The Company’sOur Nominating and Governance Committee retains flexibility for the Board to determine whether those roles should be combined or separated in light of prevailing circumstances. We believeIn light of our ongoing restructuring efforts in 2018 and 2019, the Board has determined it is in the best interests of the Company to combine these roles in order to facilitate Mr. Whang’s efforts to develop and explore all strategies for our Solar segment. Historically, the Board had determined that separating the roles of Chairman and CEO allowswould enable Mr. Whang to focus on the strategic direction of the Company and external growth opportunities while our former CEO, Mr. Pentinga, in the role of CEO, focusesfocused on the Company’sour operations to transform and sustain innovation within the Company. We believe this enhances the ability of each to discharge his duties effectively. For these reasons, we believe our Board leadership structure is appropriate and is in the best interest of the Company and its shareholders.
The Board of Directors has not designatedperiodically evaluates the need to designate a lead independent director and has determined that one is not necessary at this time. We believe that our committee chairmen have the opportunity to call and plan executive sessions collaboratively and, between meetings of the full Board of Directors, communicate with management and one another directly. Accordingly, we do not believe there is a need to designate a lead independent director at this time.
Board’s Role in Risk Oversight
Our Board of Directors is actively engaged in the oversight of risks that could affect the Company, with key aspects of such oversight being conducted through the committees of the Board of Directors.Board. The Audit Committee focuses on financial risks, primarily those that could arise from our accounting and financial reporting processes, and also oversees compliance-related legal and regulatory exposure. The Nominating and Governance Committee focuses on the management of risks associated with corporate governance matters, including board organization, membership and structure; management development; and appropriate approval and oversight mechanisms. The Compensation and Stock Option Committee focuses on the management of risks arising from our compensation policies and programs and, in particular, our executive compensation programs and policies. The Technology Strategy Committee focuses on the management of risks associated with emerging and competing technologies within the markets we serve.
While the committees of our Board of Directors are focused on the above specific areas of risk, the full Board of Directors retains responsibility for the general oversight of risk. Committee chairs are expected to, and do, provide periodic reports to the full Board of Directors regarding the risk considerations within each committee’s area of expertise. Periodic reports are provided to the Board of Directors or the appropriate committee by the executive management team on areas of material risk, to the Company, including operational, financial, legal, regulatory and strategic risks. In addition, the general management and operating leadership of the Company'seach of our divisions and subsidiaries review, with the full Board, their individual assessment of business risks and their approach to manage those risks. The Board of Directors relies upon these reports, and its discussions relating to such reports, to enable it to understand the Company’sour strategies for the identification, management and mitigation of risks. This enables the Board of Directors and its committees to coordinate its risk oversight role. The Board of Directors’Board’s approach to risk oversight does not directly affect the leadership structure of our Board of Directors, as described above.
The following table shows the total dollar value of all fees earned by and paid in cash to all directors for their service of the Board of Directors in fiscal 20162019 and the grant date fair value of stock option awards to directors made in fiscal 2016.2019.
| Fees Earned or Paid in Cash (1) |
|
| Option Awards (2) (3) |
|
| Total |
| ||||
Jong S. Whang |
| $ | — |
|
| $ | — |
|
| $ | — |
|
Fokko Pentinga (4) |
| $ | — |
|
| $ | — |
|
| $ | — |
|
Robert M. Averick |
| $ | 40,250 |
|
| $ | 16,398 |
|
| $ | 56,648 |
|
Michael Garnreiter |
| $ | 55,250 |
|
| $ | 16,398 |
|
| $ | 71,648 |
|
Robert F. King |
| $ | 39,750 |
|
| $ | 16,398 |
|
| $ | 56,148 |
|
Sukesh Mohan |
| $ | 40,250 |
|
| $ | 16,398 |
|
| $ | 56,648 |
|
____________________
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) | All other Comp. ($) | Total ($) | |||||||
| Jong S. Whang (2) | — | — | — | — | |||||||
| Fokko Pentinga (2) | — | — | — | — | |||||||
| Paul van der Wansem (2) | 2,750 | — | — | 2,750 | |||||||
| Robert M. Averick | 14,000 | 18,970 | — | 32,970 | |||||||
| Michael Garnreiter | 56,850 | 18,206 | — | 75,056 | |||||||
| Egbert J.G. Goudena | 32,250 | 18,206 | — | 50,456 | |||||||
| Robert F. King | 38,750 | 18,206 | — | 56,956 | |||||||
| Sukesh Mohan | 28,500 | 18,206 | — | 46,706 | |||||||
(1) | Directors who are full-time employees of the Company receive no additional compensation for serving as directors. |
(2) | Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For a description of the assumptions made |
(3) | |
As of |
(4) | Mr. Pentinga resigned from the Board effective December 6, 2018. |
Non-employee, independent directors receive anthe following annual retainer of $8,000 (reduced from $12,000), fees of $2,000retainers:
Board |
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| Audit |
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| Compensation and Stock Option |
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| Executive |
|
| Nominating and Governance |
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| Technology Strategy |
| |||||||
Non-Employee Chairperson |
|
|
|
| $ | 15,000 |
|
| $ | 6,000 |
|
| $ | 6,000 |
|
| $ | 6,000 |
|
| $ | 6,000 |
|
Non-Employee Member | $ | 18,000 |
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|
|
Non-employee, independent directors receive the following amounts per Board meeting attended in person, $750 per board meeting attended telephonically, $1,250 per Audit Committee meeting attended in person, $750 per Audit Committee meeting attended telephonically, $750 per Compensation and Stock Option Committee or Nominating and Governance Committee or Technology Strategy Committee meeting attendedattended:
Board |
|
| Audit |
|
| Compensation and Stock Option |
|
| Executive |
|
| Nominating and Governance |
|
| Technology Strategy |
| |||||||
In Person | $ | 2,000 |
|
| $ | 1,250 |
|
| $ | 750 |
|
| $ | 1,250 |
|
| $ | 750 |
|
| $ | 750 |
|
Telephonic | $ | 750 |
|
| $ | 750 |
|
| $ | 500 |
|
| $ | 750 |
|
| $ | 500 |
|
| $ | 500 |
|
In addition to meeting fees, members of Board committees receive compensation for time spent on work assigned by the committee. The rate of compensation for the work assignments is $100 per hour. There were no payments for projects during fiscal 2019.
In addition to the cash payments listed above, under our Non-Employee Directors Stock Option Plan, each non-employee director currently receives a grant of options to purchase 6,000 shares of common stock, or such other number of shares as may be determined by the Board, when first elected or appointed to the Board, and 6,000 shares of common stock, or such other number of shares as may be determined by the Board, upon each re-election to the Board at our annual meeting of shareholders or at such other time as may be determined by the Board. The exercise price of the options is equal to the closing price of the Company'sour common stock on the previous trading day before the date of grant. Each option has a term of ten years and becomes exercisable on the six monthsix-month anniversary of the date of the grant, or such other date as determined by the Board. In the event of disability (as defined in the plan) or death of an outside director, all options remain exercisable for a period of 30 days following the date such person ceased to be a director, or such other date as may be determined by the Board, but only to the extent such options were exercisable on the date the director ceased to be a director. Furthermore, the director serving as the Chairman of the Audit Committee receives an annual retainer of $15,000. The director serving as the Chairman of the Technology Strategy Committee, the director serving as the Chairman of the Compensation and Stock Option Committee as well as the director serving as the Chairman of the Nominating and Governance Committee each receive an annual retainer of $6,000.
The Compensation and Stock Option Committee is presently comprised of Messrs. Robert M. Averick (Chairman), Michael Garnreiter, Egbert J.G. Goudena, Robert F. King (Chairman), and Sukesh Mohan who are neither current officers, current employees nor former officers or employees of the Company. No interlocking relationship exists, or in the past fiscal year has existed, between any member of the Compensation and Stock Option Committee and any member of any other company’s board of directors or compensation committee.
Compensation Philosophy
Our named executive officers during fiscal year 2016 were:
Our Compensation and Stock Option Committee establishes our general compensation policies and specific compensation for each of our executive officers and administers our stock incentive program. In addition, our Compensation and Stock Option Committee is responsible for developing, administering and interpreting the compensation program for our named executive officers and other key employees. Our Compensation and Stock Option Committee was appointed by our Board of Directors, and consists entirely of independent, outside directors under NASDAQ Listing Rule 5605(a)(2) who are “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.
Our compensation philosophy has the Compensation Committee engaged the services of Pearl Meyer, an independent compensation consulting firm, to perform a competitive analysis of the compensation of our named executive officers. For fiscal 2016, the Company utilized the results of Pearl Meyer's November 2015 analysis, as well as other current market information obtained by our Board of Directors and executive management, when reviewing and approving all compensation policies for fiscal 2016 relating to the named executive officers.
For our 2019 compensation programs, the Compensation and Stock Option Committee changed the metrics used in the cash incentive bonus program to a return-on-invested-capital metric. In prior years, the metrics consisted of revenue, gross margin, operating profit and (ii)bookings. Also, the equity incentive plan is designed to include defined goals and objectives, the achievement of which may result in the issuance of restricted stock units to executives rather than stock options. No incentive bonuses or restricted stock units were earned under the Company’s non-equity2019 incentive bonus plan.
In 2020, increases in the non-equity incentive bonus plan.
The following table sets forth information regarding compensation for services rendered to Amtech during the fiscal years ended September 30, 2016, 20152019, 2018 and 20142017 by our named executive officers.
| Year |
| Salary ($) |
|
| Bonus ($) (1) |
|
| Option Awards ($) (2) |
|
| Non-Equity Incentive Plan Compensation ($) (3) |
|
| All Other Compensation ($) |
|
|
| Total ($) |
| |||||||
| 2019 |
|
| 200,000 |
|
|
| 25,000 |
|
|
| 79,618 |
|
|
| — |
|
|
| 39,959 |
| (4) |
|
| 344,577 |
| |
Executive Chairman, Director |
| 2018 |
|
| 200,000 |
|
|
| — |
|
|
| — |
|
|
| 80,000 |
|
|
| 46,014 |
| (5) |
|
| 326,014 |
|
and Chief Executive Officer |
| 2017 |
|
| 200,000 |
|
|
| 54,400 |
|
|
| — |
|
|
| 205,600 |
|
|
| 37,631 |
| (6) |
|
| 497,631 |
|
Fokko Pentinga * |
| 2019 |
|
| 217,692 |
|
|
| — |
|
|
| 108,155 |
|
|
| — |
|
|
| 1,050,223 |
| (7) |
|
| 1,376,070 |
|
former Chief Executive |
| 2018 |
|
| 340,429 |
|
|
| — |
|
|
| — |
|
|
| 122,100 |
|
|
| 53,318 |
| (8) |
|
| 515,847 |
|
Officer and Director |
| 2017 |
|
| 324,719 |
|
|
| — |
|
|
| — |
|
|
| 260,000 |
|
|
| 58,599 |
| (9) |
|
| 643,318 |
|
Lisa D. Gibbs ** |
| 2019 |
|
| 175,000 |
|
|
| 26,000 |
|
|
| 68,730 |
|
|
| — |
|
|
| 8,150 |
| (10) |
|
| 277,880 |
|
Vice President and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Whang *** |
| 2019 |
|
| 182,000 |
|
|
| 26,000 |
|
|
| 68,730 |
|
|
| — |
|
|
| 7,931 |
| (11) |
|
| 284,661 |
|
Vice President and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Operating Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert T. Hass **** |
| 2019 |
|
| 199,039 |
|
|
| 17,000 |
|
|
| 55,732 |
|
|
| — |
|
|
| 10,550 |
| (12) |
|
| 282,321 |
|
Executive Vice President and |
| 2018 |
|
| 201,635 |
|
|
| — |
|
|
| — |
|
|
| 61,875 |
|
|
| 10,350 |
| (13) |
|
| 273,860 |
|
former Chief Financial Officer |
| 2017 |
|
| 231,500 |
|
|
| — |
|
|
| 27,096 |
|
|
| 159,000 |
|
|
| 8,250 |
| (14) |
|
| 425,846 |
|
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | ||||||||||||||
| Jong S. Whang | 2016 | 268,462 | — | — | 151,720 | — | 32,501 | (3) | 452,683 | |||||||||||||
| Executive Chairman | 2015 | 362,769 | 50,000 | — | 304,495 | — | 28,901 | (4) | 746,165 | |||||||||||||
| and Director | 2014 | 224,000 | — | — | 219,000 | — | 14,633 | (5) | 457,633 | |||||||||||||
| Fokko Pentinga | 2016 | 379,599 | — | — | 151,720 | — | 49,063 | (6) | 580,382 | |||||||||||||
| Chief Executive | 2015 | 342,126 | 50,000 | — | 304,495 | — | 47,179 | (6) | 743,800 | |||||||||||||
| Officer and Director | 2014 | 258,137 | — | — | 219,000 | — | 72,456 | (6) | 549,593 | |||||||||||||
| Robert T. Hass * | 2016 | 132,990 | — | — | 15,172 | — | 5,439 | (7) | 153,601 | |||||||||||||
| Chief Financial | ||||||||||||||||||||||
| Officer | ||||||||||||||||||||||
| Bradley C. Anderson ** | 2016 | 246,205 | — | — | 106,204 | — | 36,286 | (8) | 388,695 | |||||||||||||
| Advisor; Former | 2015 | 258,475 | 50,000 | — | 213,147 | — | 12,485 | (8) | 534,107 | |||||||||||||
| Chief Financial Officer | 2014 | 180,194 | — | — | 155,078 | — | 6,618 | (8) | 341,890 | |||||||||||||
* As previously disclosed on Form 8-K filed withMr. Pentinga resigned as Chief Executive Officer and Director effective December 6, 2018. Mr. J.S. Whang assumed the SEC on February 25, 2016,position of Chief Executive Officer effective December 6, 2018.
** Ms. Gibbs was appointed Chief Financial Officer effective March 6, 2019.
*** Mr. Michael Whang was appointed Chief Operating Officer effective March 6, 2019.
**** Mr. Hass was appointed Interim Chief Financial Officer effective April 1, 2016, and later as disclosed on Form 8-K filed with the SEC on November 16, 2016, Mr. Hass was appointed Chief Financial Officer effective November 10, 2016.
____________________
(1) | |
Represents discretionary cash |
(2) | |
Amounts represent the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718. For a description of the assumptions made |
(3) | Non-Equity Incentive Plan Compensation represents bonuses earned by executives under the 2017 and 2018 cash incentive plans. The cash incentive plan compensation for fiscal 2017 was paid to the named executive officers prior to December |
(4) | |
Amount represents a car allowance of |
(6) | |
Amount represents |
(7) | |
Amount represents severance of $864,000, payout of accrued vacation and holiday pay of $170,719, a car allowance of $11,189 and a Company contribution under the |
(8) | Amount represents a car allowance of $34,988, Company contribution under the 2018 Netherlands pension plan of |
(9) | |
Amount represents a car allowance of |
(10) | |
Amount represents a Company match under the |
(11) | Amount represents a Company match under the 401(k) plan. |
(12) | Amount represents a car allowance, |
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards (4) | |||||||||||||||||||
| Name | Grant Date (1) | Date Grant Approved by Board (1) | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) (1) | All Other Option Awards: Number of Securities Underlying Options (#) (1) | Exercise or Base Price of Options Awards ($/Sh) (2) | Grant Date Fair Value of Stock and Option Awards ($) (3) | ||||||||||
| Jong S. Whang | 11/17/2015 | 11/17/2015 | $32,000 | $160,000 | $240,000 | — | 50,000 | $5.25 | $151,720 | ||||||||||
| Fokko Pentinga | 11/17/2015 | 11/17/2015 | $48,840 | $244,200 | $366,300 | — | 50,000 | $5.25 | $151,720 | ||||||||||
| Robert T. Hass | 11/17/2015 | 11/17/2015 | $24,750 | $123,750 | $185,625 | — | 5,000 | $5.25 | $15,172 | ||||||||||
| Bradley C. Anderson | 11/17/2015 | 11/17/2015 | $29,150 | $145,750 | $218,625 | — | 35,000 | $5.25 | $106,204 | ||||||||||
(13) | Amount represents a car allowance, discretionary contribution to Mr. Hass’ health reimbursement account and travel incentive payments. We consider the cost of the |
(14) | |
Amount represents a car allowance and discretionary contribution to Mr. Hass’ health reimbursement account. We consider the |
The following table sets forth information regarding grants of plan-based option awards held by our named executive officers as of September 30, 2016:2019:
| Option Awards |
| Stock Awards | ||||||||||||||||
Name |
| Number of Securities Underlying Unexercised Options (#) Exercisable |
|
| Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
|
| Options Exercise Price ($) |
|
| Option Expiration Date |
| Number of Shares or Units of Stock that have Not Vested (#) |
| Market Value of Shares or Units of Stock that have Not Vested ($) | |||
Jong S. Whang |
|
| 10,000 |
|
|
| — |
|
|
| $ | 6.15 |
|
| 11/20/2019 |
|
|
|
|
|
|
| 10,000 |
|
|
| — |
|
|
| $ | 10.64 |
|
| 8/6/2020 |
|
|
|
|
|
|
| 36,667 |
|
|
| — |
|
|
| $ | 7.98 |
|
| 12/15/2021 |
|
|
|
|
|
|
| 12,500 |
|
|
| — |
|
|
| $ | 2.95 |
|
| 12/11/2022 |
|
|
|
|
|
|
| 50,000 |
|
|
| — |
|
|
| $ | 7.01 |
|
| 12/12/2023 |
|
|
|
|
|
|
| 50,000 |
|
|
| — |
|
|
| $ | 9.98 |
|
| 11/19/2024 |
|
|
|
|
|
|
| 37,500 |
|
|
| 12,500 |
| (1) |
| $ | 5.25 |
|
| 11/17/2025 |
|
|
|
|
|
|
| — |
|
|
| 25,000 |
| (2) |
| $ | 5.52 |
|
| 11/27/2028 |
|
|
|
|
Fokko Pentinga * |
|
| 50,000 |
|
|
| — |
|
|
| $ | 5.25 |
|
| 12/31/2019 |
|
|
|
|
|
|
| 10,000 |
|
|
| — |
|
|
| $ | 6.15 |
|
| 12/31/2019 |
|
|
|
|
|
|
| 50,000 |
|
|
| — |
|
|
| $ | 7.01 |
|
| 12/31/2019 |
|
|
|
|
Lisa D. Gibbs |
|
| 10,000 |
|
|
| — |
|
|
| $ | 4.85 |
|
| 9/26/2026 |
|
|
|
|
|
|
| 3,334 |
|
|
| 6,666 |
| (3) |
| $ | 7.40 |
|
| 5/11/2028 |
|
|
|
|
|
|
| — |
|
|
| 7,500 |
| (2) |
| $ | 5.52 |
|
| 11/27/2028 |
|
|
|
|
|
|
| — |
|
|
| 10,000 |
| (4) |
| $ | 4.77 |
|
| 3/6/2029 |
|
|
|
|
Michael Whang |
|
| 1,000 |
|
|
| — |
|
|
| $ | 10.64 |
|
| 8/6/2020 |
|
|
|
|
|
|
| 1,000 |
|
|
| — |
|
|
| $ | 17.12 |
|
| 11/12/2020 |
|
|
|
|
|
|
| 5,000 |
|
|
| — |
|
|
| $ | 9.98 |
|
| 11/19/2024 |
|
|
|
|
|
|
| 3,750 |
|
|
| — |
|
|
| $ | 4.87 |
|
| 10/4/2026 |
|
|
|
|
|
|
| 3,334 |
|
|
| 6,666 |
| (3) |
| $ | 7.40 |
|
| 5/11/2028 |
|
|
|
|
|
|
| — |
|
|
| 7,500 |
| (2) |
| $ | 5.52 |
|
| 11/27/2028 |
|
|
|
|
|
|
| — |
|
|
| 10,000 |
| (4) |
| $ | 4.77 |
|
| 3/6/2029 |
|
|
|
|
Robert T. Hass |
|
| 2,667 |
|
|
| — |
|
|
| $ | 6.15 |
|
| 11/20/2019 |
|
|
|
|
|
|
| 1,333 |
|
|
| — |
|
|
| $ | 10.64 |
|
| 8/6/2020 |
|
|
|
|
|
|
| 5,000 |
|
|
| — |
|
|
| $ | 7.98 |
|
| 12/15/2021 |
|
|
|
|
|
|
| 11,500 |
|
|
| — |
|
|
| $ | 2.95 |
|
| 12/11/2022 |
|
|
|
|
|
|
| 5,000 |
|
|
| — |
|
|
| $ | 7.01 |
|
| 12/12/2023 |
|
|
|
|
|
|
| 5,000 |
|
|
| — |
|
|
| $ | 9.98 |
|
| 11/19/2024 |
|
|
|
|
|
|
| 5,000 |
|
|
| — |
|
|
| $ | 5.25 |
|
| 11/17/2025 |
|
|
|
|
|
|
| 5,000 |
|
|
| 5,000 |
| (5) |
| $ | 4.71 |
|
| 11/10/2026 |
|
|
|
|
|
|
| — |
|
|
| 17,500 |
| (2) |
| $ | 5.52 |
|
| 11/27/2028 |
|
|
|
|
* Mr. Pentinga resigned as Chief Executive Officer and as a Director effective December 6, 2018. Mr. J.S. Whang assumed the position of Chief Executive Officer effective December 6, 2018. Under the terms of Mr. Pentinga’s Severance Agreement, his remaining outstanding options expire on December 31, 2019. See the below disclosure under the heading “Severance Agreement with former Chief Executive Officer.”
____________________
| Option Awards | Stock Awards | ||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Options Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have Not Vested (#) | Market Value of Shares or Units of Stock that have Not Vested ($) | |||||||
| Jong S. Whang | 16,250 | — | (1) | $6.90 | 12/8/2016 | ||||||||
| 10,000 | — | $6.15 | 11/20/2019 | ||||||||||
| 10,000 | — | $10.64 | 8/6/2020 | ||||||||||
| 36,667 | — | $7.98 | 12/15/2021 | ||||||||||
| 6,250 | 6,250 | (2) | $2.95 | 12/11/2022 | |||||||||
| 25,000 | 25,000 | (3) | $7.01 | 12/12/2023 | |||||||||
| 12,500 | 37,500 | (4) | $9.98 | 11/19/2024 | |||||||||
| — | 50,000 | (5) | $5.25 | 11/17/2025 | |||||||||
| Fokko Pentinga | 18,750 | — | $3.80 | 12/9/2018 | |||||||||
| 10,000 | — | $6.15 | 11/20/2019 | ||||||||||
| 6,667 | — | $10.64 | 8/6/2020 | ||||||||||
| 85,000 | — | $7.98 | 12/15/2021 | ||||||||||
| 6,250 | 6,250 | (2) | $2.95 | 12/11/2022 | |||||||||
| 25,000 | 25,000 | (3) | $7.01 | 12/12/2023 | |||||||||
| 12,500 | 37,500 | (4) | $9.98 | 11/19/2024 | |||||||||
| — | 50,000 | (5) | $5.25 | 11/17/2025 | |||||||||
| Robert T. Hass | 3,884 | — | $3.80 | 12/9/2018 | |||||||||
| 2,667 | — | $6.15 | 11/20/2019 | ||||||||||
| 1,333 | — | $10.64 | 8/6/2020 | ||||||||||
| 5,000 | — | $7.98 | 12/15/2021 | ||||||||||
| 9,938 | 1,562 | (2) | $2.95 | 12/11/2022 | |||||||||
| 5,000 | — | (3) | $7.01 | 12/12/2023 | |||||||||
| 2,500 | 2,500 | (4) | $9.98 | 11/19/2024 | |||||||||
| 5,000 | (5) | $5.25 | 11/17/2025 | ||||||||||
| Bradley C. Anderson | 7,500 | — | $6.15 | 11/20/2019 | |||||||||
| 5,000 | — | $10.64 | 8/6/2020 | ||||||||||
| 16,667 | — | $7.98 | 12/15/2021 | ||||||||||
| — | 5,000 | (2) | $2.95 | 12/11/2022 | |||||||||
| 17,704 | 17,702 | (3) | $7.01 | 12/12/2023 | |||||||||
| 8,750 | 26,250 | (4) | $9.98 | 11/19/2024 | |||||||||
| — | 35,000 | (5) | $5.25 | 11/17/2025 | |||||||||
(1) | |
Unvested option awards will vest in equal installments on the first through fourth anniversaries of the November 17, 2015 grant date. |
| Option Awards | Stock Awards | |||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | ||||||||
| Jong S. Whang | — | — | 4,583 | 19,707 | ||||||||
| Fokko Pentinga | — | — | 3,750 | 16,125 | ||||||||
| Robert T. Hass | — | — | — | — | ||||||||
| Bradley C. Anderson | 5,000 | 15,475 | 2,083 | 8,957 | ||||||||
(3) | Unvested option awards will vest in equal installments on the |
(4) | Unvested option awards will vest in equal installments on the first through third anniversaries of the March 6, 2019 grant date. |
(5) | Unvested option awards will vest in equal installments on the first through fourth anniversaries of the November 10, 2016 grant date. |
Employment Agreement with Executive Chairman
On February 9, 2012, we entered into a Second Amended and Restated Employment Agreement with Jong S. Whang, our executive chairman and Chief Executive Officer, as amended on July 1, 2012, June 8, 2013, April 9, 2015 and November 17, 2015. Below is a summary of the terms and conditions of Mr. Whang’s employment agreement.
Term
Mr. Whang’s employment agreement provides for an employment period commencing on the date of the employment agreement and continuing for an initial term of six years.years, expiring on February 9, 2018. Thereafter, the employment period will continue for successive one-year terms unless either we or Mr. Whang provides written notice of termination of the employment period at least 120 days prior to the end of any given term. If Mr. Whang remains in the full-time employ of our company beyond the employment period without any written agreement, his employment agreement will be deemed to continue on a month to month basis and either party will have the right to terminate the employment agreement at the end of any ensuing calendar month with written notice of at least 30 days.
Base Salary
On November 17, 2015, the Company and Mr. Whang entered into a Fifth Amendment to Employment Agreement whereby(the “Fifth Amendment”) pursuant to which Mr. Whang voluntarily reduced his annual base salary from $400,000 per annum to $200,000, per annum, effective January 1, 2016. TheIn November 2019, Mr. Whang’s base salary was increased to $250,000. Under the terms of the Fifth Amendment, to Employment Agreement reflects that Mr. Whang’s voluntary salary decrease is completely voluntary and may be restored by him in his sole discretion at any time upon giving written notice to the Company.
Incentive Compensation
Mr. Whang is also entitled to an annual cash bonus for each fiscal year that will beis determined in accordance with an annual bonus plan adopted by our Compensation and Stock Option Committee. The annual bonus plan may not be any less favorable to Mr. Whang than the bonus plan for fiscal 2010 that was adopted by our Compensation and Stock Option Committee on December 21, 2009. The terms of Mr. Whang’s 2016 bonus plan are described above in more detail in the section “Annual Cash Compensation” under the caption "Cash Bonuses".
Stock Options
Pursuant to Mr. Whang’s employment agreement, any currently outstanding options held by Mr. Whang will remain in full force and effect in accordance with our stock option plans and applicable stock option agreements. Mr. Whang may also be issued an annual grant of stock options by our Compensation and Stock Option Committee within 90 days after the end of each fiscal year during his employment period. All of the options granted to Mr. Whang will be incentive stock options within the meaning of the Internal Revenue Code of 1986,IRC, or if they do not qualify as incentive stock options, they will be non-qualified stock options. The amount and terms of the grants will be determined by our Compensation and Stock Option Committee.
Mr. Whang will beis entitled to receive from our Company such employee benefits as are provided to our other executive officers, of the Company, including family medical, dental, vision, disability and life insurance, and participation in pension and retirement plans, incentive compensation plans, stock option plans, Company-sponsored welfare benefit plans for disability and life insurance and other benefit plans. We will provide Mr. Whang with an annual automobile allowance of not less than $14,000 (annual allowance is currently $18,000), a life insurance policy in the face amount of $500,000 (of which Mr. Whang’s spouse is the beneficiary) and such other benefits as we may deem appropriate from time to time. Effective July 1, 2013, Mr. Whang voluntarily suspended, for an indefinite period of time, his annual auto allowance, which was fully restored by the Compensation and Stock Option Committee on November 18, 2014.
Termination
Mr. Whang’s employment is “at will” and either we or Mr. Whang can terminate his employment agreement at any time, with or without “cause” or “good reason” (as those terms are defined in Mr. Whang’s employment agreement), upon 30 days written notice. Mr. Whang’s employment agreement can also be terminated by us due to the disability of Mr. Whang after at least 30 days’ written notice by us of our intention to terminate his employment.
Severance
If we terminate the employment of Mr. Whang against his will and without cause (including by giving notice of termination of his employment agreement as described above), or if Mr. Whang terminates his employment for good reason, Mr. Whang is entitled to receive salary, incentive compensation and vacation accrued through the date of termination, plus (i) an amount equal to Mr. Whang’s base salary in effect on the date of termination for the remainder of the initial three-yearsix-year term or for two years, whichever is greater.greater (which would be up to $1,200,000 if terminated during the first year of the term, or $800,000 if terminated after the first year of the term); (ii) an amount equal to the maximum amount of incentive compensation he could earn for the fiscal year in which the termination occurs; and (iii) full vesting of all outstanding stock options and restricted stock held by Mr. Whang. The value of Mr. Whang’s unvested stock options and unvested restricted stockWhang (see the “Outstanding Equity Awards at September 30, 2016 was approximately $12,500.Fiscal Year-End” table above). If Mr. Whang voluntarily terminates his employment other than for good reason, if we terminate Mr. Whang’s employment for cause, or if Mr. Whang’s employment is terminated due to his death or disability, Mr. Whang will be entitled to receive salary and accrued vacation through the date of termination only. However, in the event Mr. Whang’s employment is terminated due to his death or disability, he will also be entitled to receive (i) a pro-rata portion of the amount of incentive compensation he would earn for the fiscal year in which the termination occurs if the results of operations of Amtech for such fiscal year were annualized, and (ii) full vesting of all outstanding stock options and restricted stock held by him.
On November 17, 2015, the Board of Directors, following the recommendation of the Company'sour Compensation and Options Committee of the Board of Directors, agreed to amend the change in control provisions of Mr. Whang'sWhang’s employment agreement to establish the base salary, for purposes of calculating severance payments would, in any event, be not less than $400,000 per annum.
Post-Employment Consulting
Mr. Whang’s employment agreement provides that upon termination of Mr. Whang against his will and without cause (including by giving notice of termination of his employment agreement as described above), or by Mr. Whang for good reason, for a period of two (2) years following the date of such termination, (i) Mr. Whang will make himself available for an average of 20 hours per week in order to consult with the Company in such manner and on such matters as the Company shall reasonably request, (ii) Mr. Whang will make himself available to serve on the Board of Directors of the Company, and (iii) in consideration for Mr. Whang’s agreement to perform such services, the Companywe will (A) pay Mr. Whang an annual amount equal to 40% of his base salary in effect on the date he was terminated and (B) include Mr. Whang in the Company’sour family medical, dental and vision insurance plans, or, if Mr. Whang’s inclusion in such plans is not permitted, provide substantially the same benefits to the Mr. Whang at the Company’sour expense.
Noncompetition
Mr. Whang agreedagrees that during the term of his employment agreement he wouldwill not engage in certain activities in which he would be competing with us or our subsidiaries. He also agreedagrees that for a period of two years after the end of the term of his employment agreement, he wouldwill not engage in certain activities in which he would be competing
with us or our subsidiaries and he would not own, directly or indirectly, more than a 5% interest in entities which compete with us or our subsidiaries.
Change in Control
In the event that Mr. Whang’s employment with us is terminated either (i) by us for any reason other than for cause during a “pending change in control” (as that term is defined in Mr. Whang’s employment agreement) of our Company or within one year following the occurrence of a “change in control” (as that term is defined in Mr. Whang’s employment agreement), or (ii) by Mr. Whang for good reason within one year following the occurrence of a change in control of our Company, then Mr. Whang will be entitled to receive within 30 days of the date of termination of his employment (provided, however, if such 30 day period begins in one calendar year and ends in another calendar year, Mr. Whang will not have the right to designate the calendar year of payment), in lieu of the severance payment otherwise payable, (i) an amount equal to three years of his base salary in effect on the date of termination of his employment, (ii) the maximum amount of the incentive compensation which he could earn for the fiscal year in which the termination occurs, and (iii) full vesting of all outstanding stock options and restricted stock he holds.
Change in Control and Severance Agreements with Chief ExecutiveFinancial Officer
We entered into an Employment AgreementChange of Control and Severance Agreements with Fokko Pentinga,Lisa D. Gibbs, our chief executive officer, as amended July 1, 2012, June 29, 2013, April 9, 2015,Vice President and November 10, 2016.Chief Financial Officer, and with Michael Whang, our Vice President and Chief Operating Officer, on May 16, 2018 and May 18, 2018, respectively. Below is a summary of the terms and conditions of Mr. Pentinga's employment agreement.
Term
These agreements have an initial term of three years. Thereafter, the term continues for an employment period commencing on the date of the employment agreement and continuing for an indefinite period as required by Dutch statutory employment law.
Severance
If we terminate the employment of either Ms. Gibbs or Mr. Pentinga against his will and withoutMichael Whang other than as a consequence of death, disability, a change in control, or cause, (including by giving notice of termination of his employment agreement as described above), or if Mr. Pentingaemployee terminates histheir employment for good reason Mr. Pentinga(as such terms are defined in the agreements), such employee is entitled to receive salary, incentive compensation and vacation accrued through the date of termination, plus (i) an amount equal to Mr. Pentinga'ssix months of such employee’s base salary in effect on the date of termination for two years, which, amounts to $814,000 (€686,110); (ii) an amount equal to the maximum amount of incentive compensation he could earn for the fiscal year in which the termination occurs; and (iii) full vesting of all outstanding stock options and restricted stock held by Mr. Pentinga. The value of Mr. Pentinga's unvested stock options and unvested restricted stockthe employee holds (see the “Outstanding Equity Awards at September 30, 2016 was approximately $12,500.
Change in Control
In the event that Mr. Pentinga'semployee’s employment with us is terminated either (i) by us for any reason other than for cause during a “pending change in control” (as that term is defined in Mr. Pentinga's employmentthe agreement) of our Company or within one year following the occurrence of a “change in control” (as that term is defined in Mr. Pentinga's employmentthe agreement), or (ii) by Mr. Pentingaemployee for good reason within one year following the occurrence of a change in control of our Company, then Mr. Pentingaemployee will be entitled to receive within 30 days of the date of termination of his employment (provided, however, if such 30 day period begins in one calendar year and ends in another calendar year, Mr. Pentingaemployee will not have the right to designate the calendar year of payment), in lieu of the severance payment otherwise payable,
On March 10, 2016, we entered into Key Terms of Employment with Robert T. Hass, our then Interim Chief Financial Officer, which was superseded on November 10, 2016, when the Company and Mr. Hass entered into Terms of Employment for Robert T. Hass in connection with his appointment as Chief Financial Officer. On November 10, 2016, the Company and Mr. Hass also entered into a Change of Control and Severance Agreement. Below is a summary of the terms and conditions of Mr. Hass'Hass’ employment agreement and change of control and severance agreement.
Term
Mr. Hass'Hass’ employment agreement provides for an employment period commencing on the date of the employment agreement and continuing indefinitely untilfor an initial term of three years. Thereafter, the term shall continue for successive one-year terms unless either the Company or the Employee provides written notice of termination of the agreement not less than 120 days prior to the end of the initial term or any additional term or unless earlier terminated by either party (see Termination section below for more details).
Base Salary
Pursuant to his Employment Agreement, Mr. Hass receives aan annual base salary of $225,000, per annum which base salary shall be reviewed on an annual basis by our Compensation and Stock Option Committee and can be increased, but not decreased, at the discretion of our Compensation and Stock Option Committee.
Incentive Compensation
Mr. Hass is also entitled to an annual cash bonus for each fiscal year that will beis determined in accordance with an annual bonus plan adopted by our Compensation and Stock Option Committee. The annual bonus plan may not be any less favorable to Mr. Hass than the bonus plan for fiscal 2010 that was adopted by our Compensation and Stock Option Committee on December 21, 2009. The terms of Mr. Hass' 2016 bonus plan are described above in more detail in the section “Annual Cash Compensation,” under the caption “Cash Bonuses.”
Stock Options
Pursuant to Mr. Hass'Hass’ employment agreement, any currently outstanding options held by Mr. Hass will remain in full force and effect in accordance with our stock option plans and applicable stock option agreements. Mr. Hass received stock options in November 2016 in connection with his commencement of employment. Mr. Hass may also be issued an annual grant of stock options by our Compensation and Stock Option Committee within 90 days after the end of each fiscal year during his employment period. All of the options granted to Mr. Hass will be incentive stock options within the meaning of the Internal Revenue Code of 1986,IRC, or if they do not qualify as incentive stock options, they will be non-qualified stock options. The amount and terms of the grants will be determined by our Compensation and Stock Option Committee.
Benefits
Mr. Hass will be entitled to receive from our Company such employee benefits as are provided to our other executive officers, of the Company, including family medical, dental, vision, disability and life insurance, and participation in pension and retirement plans, incentive compensation plans, stock option plans, Company-sponsored welfare benefit plans for disability and life insurance and other benefit plans. We will provide Mr. Hass with an annual automobile allowance of not less than $7,000 (annual allowance is currently $7,000) and such other benefits as we may deem appropriate from time to time.
Termination
Mr. Hass'Hass’ employment is “at will” and either we or Mr. Hass can terminate his employment agreement at any time, with or without “cause” or “good reason” (as those terms are defined in Mr. Hass'Hass’ employment agreement), upon 30 days written notice. Mr. Hass'Hass’ employment agreement can also be terminated by us due to the disability of Mr. Hass after at least 30 days’ written notice by us of our intention to terminate his employment.
If we terminate the employment of Mr. Hass against his will and without cause (including by giving notice of termination of hisunder any circumstances other than a Change in Control (as defined in Mr. Hass’ employment agreement as described above)agreement), or if Mr. Hass terminates his employment for good reason, Mr. Hass is entitled to receive salary, incentive compensation and vacation accrued through the date of termination, plus (i) an amounta severance payment equal to Mr. Hass' base salary in effect on the dateone year of termination; (ii) an amount equal to the maximum amount of incentive compensation he could earn for the fiscal year in which the termination occurs; and (iii) full vesting of all outstanding stock options and restricted stock held by Mr. Hass. The value of Mr. Hass' unvested stock options and unvested restricted stock at September 30, 2016 was approximately $3,000.his salary. If Mr. Hass voluntarily terminates his employment other than for good reason, if we terminate Mr. Hass' employment for cause, or if Mr. Hass' employment is terminated due to his death or disability, Mr. Hass willfor Cause, he would not be entitled to receive salary and accrued vacation through the date of termination only. However, in the event Mr. Hass' employment is terminated due to his death or disability, he will also be entitled to receive (i) a pro-rata portion of the amount of incentive compensation he would earn for the fiscal year in which the termination occurs if the results of operations of Amtech for such fiscal year were annualized, and (ii) full vesting of all outstanding stock options and restricted stock held by him.
Change in Control
In the event that Mr. Hass'Hass’ employment with us is terminated either (i) by us for any reason other than for cause during a “pending change in control” (as that term is defined in Mr. Hass'Hass’ employment agreement) of our Company or within one year following the occurrence of a “change in control” (as that term is defined in Mr. Hass'Hass’ employment agreement), or (ii) by Mr. Hass for good reason within one year following the occurrence of a change in control of our Company, then Mr. Hass will be entitled to receive within 30 days of the date of termination of his employment (provided, however, if such 30 day30-day period begins in one calendar year and ends in another calendar year, Mr. Hass will not have the right to designate the calendar year of payment), in lieu of the severance payment otherwise payable, (i) an amount equal to three yearsone year of his base salary in effect on the date of termination of his employment (payable within 10 days of the termination date), (ii) the maximum amount of the incentive compensation which he could earn for the fiscal year in which the termination occurs, which amount shall be prorated for the year in which the termination occurs, and (iii) full vesting of all outstanding stock options and restricted stock he holds.
Severance Agreement with Formerformer Chief FinancialExecutive Officer
On February 19, 2016, Bradley C. Anderson provided noticeNovember 28, 2018, we entered into a Separation Agreement and General Release of all claims with Fokko Pentinga, our former Chief Executive Officer, pursuant to the Company of his plan to retire from his positionwhich, Mr. Pentinga stepped down as the Company’sChief Executive ViceOfficer, President - Finance, Chief Financial Officer, Treasurer and Secretary to be effective as of April 1, 2016. Mr. Anderson’s retirement was for personal reasons, and his retirement was not a result of any disagreement with the Company, the Company’s management, or the Company’s independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure, or internal controls. Mr. Anderson remains an employeedirector of the Company serving as Directoreffective December 6, 2018. Pursuant to the Separation Agreement, Mr. Pentinga received the following benefits:
a severance payment of Special Projects,$864,000 in order to assist with an orderly transitiongross, less all customary and appropriate income and employment taxes;
a payment of $458,500 for all other amounts due him;
all of his duties. Undertime-based stock options, consisting of 264,167 options (the “Options”), became fully vested and immediately exercisable. Mr. Pentinga has the termsright to exercise 122,500 of Mr. Anderson's executive employment agreement, he was entitled to compensation upon his departure in the amount of $23,063, representing vacation accrued through the date of termination.
certain other benefits as set forth in the first four (4) anniversaries of the grant date.Separation Agreement.
Compensation Policies and Practices as Related to Risk Management
The Compensation and Stock Option Committee does not believe the Company’sour compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation and Stock Option Committee has determined that the Company’sour executive compensation program does not encourage unnecessary or excessive risk taking as a result of the following factors:
As discussed elsewhere in this Proxy Statement, our executive officer compensation includes a balanced mix of cash and equity.
Base salaries do not encourage risk taking as they are fixed in amount.
Performance-based cash bonus awards under the non-equity incentive plan focus on achievement of short-term or annual goals. Although this may seem to encourage the taking of short-term risks at the expense of long-term results, these bonuses in actuality represent only a portion of the executive officers’ total compensation opportunities, and the Compensation and Stock Option Committee believes that the non-equity incentive plan awards appropriately balance risk and the desire to focus executives on specific short-term individual and financial goals important to the Company’sour success.
Compensation provided to the executive officers in the form of long-term equity awards is important to help further align executives’ interests with those of the Company’sour shareholders. The Compensation and Stock Option Committee believes that these awards do not encourage unnecessary or excessive risk taking because the ultimate value of the awards is tied to the Company’sour stock price over the long-term. In addition, the awards are subject to long-term vesting schedules to help ensure that executives have significant value tied to long-term stock price performance.
In accordance with its written charter adopted by our Board of Directors on January 12, 2012, a copy of which is available on the Company’s website at www.amtechsystems.com, the Audit Committee is responsible for reviewing and discussing the audited financial statements with management, discussing with the Company’s auditors information relating to the auditors’ judgments about the quality of the Company’s accounting practices, recommending to our Board of Directors that the Company include the audited financial statements in its Annual Report on Form 10-K as amended and overseeing compliance with the requirements of the SEC for disclosure of auditors’ services and activities. Moreover, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent, registered public accounting firm.
The Board of Directors annually reviews the independence of the Audit Committee members in view of FINRA’s listing standards’ and the SEC’s definitions of independence for audit committee members. The Board has determined that each of the members of the Audit Committee meets those definitions and standards. Additionally, each member of the Audit Committee is financially literate, and one of the Audit Committee members, Michael Garnreiter, has financial management expertise as required by NASDAQ’s rules and meets the SEC’s definition of an “audit committee financial expert.”
Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The Company’s independent auditors are responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with the standards of the Public Company Accounting Oversight Board (United States).
The Audit Committee meets with the external auditors and management to review the Company’s financial results before publication of the Company’s quarterly earnings press releases and the filing of the Company’s quarterly reports on Form 10-Q and annual report on Form 10-K. Additionally, management provides the Audit Committee with periodic updates throughout the year on the Company'sCompany’s compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. The Committee also monitors the activities and performance of the external auditors, including audit scope, audit fees, auditor independence and performance of non-audit services. All services to be performed by the Company’s independent registered public accounting firm are subject to pre-approval by the Audit Committee.
The Audit Committee meets regularly with the independent accountants without management present and also meets in executive session without any others present. The Audit Committee has reviewed the Company’s consolidated financial statements for the fiscal year ended September 30, 2016,2019, as audited by its independent auditors, Mayer Hoffman McCann P.C. (“Mayer Hoffman”MHM”), and has discussed these financial statements with management. In addition, the Audit Committee has discussed with Mayer HoffmanMHM the matters required to be discussed by the statement on Auditing StandardsStandard No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU section 380)1301 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.Board. Furthermore, the Audit Committee has received the written disclosures and the letter from Mayer HoffmanMHM required by applicable requirements of the Public Company Accounting Oversight Board regarding Mayer Hoffman’sMHM’s communications with the Audit Committee concerning independence and has discussed with Mayer HoffmanMHM its independence.
Based upon the foregoing review and discussion, the Audit Committee recommended to our Board of Directors that the audited financial statements for the fiscal year ended September 30, 20162019 be included in the Company’s Annual Report on Form 10-K as amended, for filing with the SEC.
RESPECTFULLY SUBMITTED, Michael Garnreiter, Chairman Robert M. Averick Robert F. King Sukesh Mohan |
In March 2008, the Audit Committee adopted a Pre-Approval Policy (the “Policy”) governing the approval of all audit and non-audit services performed by the Company’sour independent auditor in order to ensure that the performance of such services does not impair the auditor’s independence.
According to the Policy, the Audit Committee will annually review and pre-approve the types of services and will set a limit on the fees for such services, that may be provided by the independent auditor during the following year. The Policy specifically describes the annual audit services and fees, other services that are audit-related, the preparation of tax returns and tax related compliance services and all other services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is twelve (12) months from the date of pre-approval, unless the Audit Committee specifically provides for a different period.
Any service to be provided by the independent auditor that has not received general pre-approval under the Policy is required to be submitted to the Audit Committee for approval prior to the commencement of a substantial portion of the engagement. Any proposed service exceeding pre-approved cost levels is also required to be submitted to the Audit Committee for specific approval. For the fiscal years ended September 30, 20162019 and 2015,2018, all services rendered by the Company’sour independent auditors were pre-approved by the Audit Committee pursuant to the pre-approval Policy.
The Audit Committee will revise the list of general pre-approved services from time to time based on subsequent determinations. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.
DISCLOSURE OF AUDIT AND NON-AUDIT FEES
The following table sets forth the fees billed to us by our independent auditors, Mayer Hoffman McCann P.C. (“MHM”), for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements for the fiscal years ended September 30, 20162019 and 2015,2018, and fees billed during those fiscal years for (i) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, (ii) services rendered in connection with tax compliance, tax advice and tax planning, and (iii) all other fees for services rendered.
Substantially all of itsMHM’s personnel, who work under the control of Mayer HoffmanMHM shareholders, fromare employees of wholly-owned subsidiaries of CBIZ, Inc., which provides personnel and various services to MHM in an alternative practice structure.
| Year Ended |
|
| Year Ended |
| |||
|
| September 30, 2019 |
|
| September 30, 2018 |
| ||
Audit Fees (1) |
| $ | 577,500 |
|
| $ | 496,000 |
|
Audit-Related Fees (2) |
|
| 18,550 |
|
|
| 23,000 |
|
Tax Fees |
|
| — |
|
|
| — |
|
All Other Fees |
|
| — |
|
|
| — |
|
Total Fees |
| $ | 596,050 |
|
| $ | 519,000 |
|
____________________
| Year Ended | Year Ended | ||||||
| Sept. 30, 2016 | Sept. 30, 2015 | ||||||
| Audit Fees (1) | $ | 541,700 | $ | 440,900 | |||
| Audit-Related Fees | — | — | |||||
| Tax Fees | — | — | |||||
| All Other Fees | — | — | |||||
| Total Fees | $ | 541,700 | $ | 440,900 | |||
(1) | |
Annual audit and review of financial statements included in |
(2) | Consists of services related to the audit of our defined contribution plan. |
Code of Ethics
The Board of Directors has adopted a Code of Ethics for all employees, of the Company, as recommended by the Nominating and Governance Committee. A copy of this Code of Ethics may be viewed on our website (www.amtechsystems.com)www.amtechsystems.com, or obtained at no charge by written request to the Company’sour Corporate Secretary.
We had no transactions during fiscal 2016,2019, nor are any transactions currently proposed, with any director, director nominee, executive officer, security holder known to us to own of record or beneficially more than 5% of theour common stock, or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeded $120,000.
The written policy of the Board is for its Nominating and Governance Committee to review each related person transaction (as defined below) and determine whether it will approve or ratify that transaction. Any Board member who has any interest (actual or perceived) will not be involved in the consideration of Directors.
For purposes of the policy, a “related person transaction” is any transaction, arrangement or relationship in which we are a participant and, the related person (defined below) had, has or will have a direct or indirect material interest and the aggregate amount involved is expected to exceed $120,000 in any calendar year. “Related person” includes (a) any person who is or was (at any time during the last fiscal year) an officer, director or nominee for election as a director; (b) any person or group who is a beneficial owner of more than 5% of our voting securities; (c) any immediate family member of a person described in provisions (a) or (b) of this sentence; or (d) any entity in which any of the foregoing persons is employed, is a partner or has a greater than 5% beneficial ownership interest.
In determining whether a related person transaction will be approved or ratified, the Board, or committee, will consider a multitude of factors including (a) the extent of the related person’s interest in the transaction; (b) the availability of other sources of comparable products or services; (c) whether the terms are competitive with terms generally available in similar transactions with persons that are not related persons; (d) the benefit to us; and (e) the aggregate value of the transaction.
The following table sets forth certain information concerning the beneficial ownership of our common stock as of January 25, 2017,21, 2020, by (i) each director, director nominee and named executive officer of Amtech including the named executive officers, and (ii) all executive officers, directors and director nominees of Amtech as a group. The information included in the tables below was determined in accordance with Rule 13d-3 under the Exchange Act and is based upon the information furnished by the persons listed below. Except as otherwise indicated, each shareholder listed possesses sole voting and investment power with respect to the shares indicated as being beneficially owned.
Name and Address (1) (2) |
| No. of Shares of Common Stock Beneficially Held (3) |
|
|
| Percent of Common Stock Ownership (3) |
| ||
Jong S. Whang |
|
| 268,483 |
| (4) |
|
| 1.8 | % |
Lisa D. Gibbs |
|
| 19,168 |
| (5) |
| * |
| |
Michael Whang |
|
| 19,917 |
| (6) |
| * |
| |
Robert T. Hass |
|
| 51,290 |
| (7) |
| * |
| |
Robert M. Averick |
|
| 2,444,000 |
| (8) |
|
| 17.0 | % |
Michael Garnreiter |
|
| 53,000 |
| (9) |
| * |
| |
Robert F. King |
|
| 47,267 |
| (10) |
| * |
| |
Sukesh Mohan |
|
| 30,000 |
| (11) |
| * |
| |
Director and Officer Total (8 people) |
|
| 2,933,125 |
| (12) |
|
| 19.8 | % |
| Name and Address (1) (2) | No. of Shares of Common Stock Beneficially Held (3) | Percent of Common Stock Ownership (3) | |||||
| Officers and Directors: | |||||||
| Jong S. Whang | 215,833 | (4 | ) | 1.6 | % | ||
| Fokko Pentinga | 222,917 | (5 | ) | 1.7 | % | ||
| Robert T. Hass | 38,466 | (6 | ) | * | |||
| Bradley C. Anderson | 132,029 | (7 | ) | * | |||
| Paul J. van der Wansem | 510,045 | (8 | ) | 3.8 | % | ||
| Robert M. Averick | 2,406,000 | (9 | ) | 18.3 | % | ||
| Michael Garnreiter | 50,000 | (10 | ) | * | |||
| Egbert J. G. Goudena | 47,000 | (11 | ) | * | |||
| Robert F. King | 59,000 | (12 | ) | * | |||
| Sukesh Mohan | 8,000 | (13 | ) | * | |||
| Director and Officer Total (10 people) | 3,689,290 | (14 | ) | 34.6 | % | ||
____________________
*Less than 1%.
(1) | |
The address for each person listed in this table is c/o Amtech Systems, Inc., 131 South Clark Drive, Tempe, Arizona 85281. |
(2) | |
Mr. J.S. Whang is our Executive Chairman, |
(3) | |
Based on |
(4) | |
Includes |
(5) | |
Includes |
(6) | |
Includes |
(7) | |
Includes |
(8) | |
Mr. Averick is |
(9) | |
Includes |
(10) | |
Includes |
(11) | |
Includes |
(12) | |
Includes |
The following table sets forth certain information concerning the beneficial ownership of our common stock based on information received by the Company as of January 25, 2017,21, 2020, by each person (other than directors or executive officers as disclosed in the chart above) known by us to be the beneficial owner of more than 5% of our common stock based on such filings.
Name and Address |
| No. of Shares of Common Stock Beneficially Held (1) |
|
|
| Percent of Common Stock Ownership (1) |
| ||
|
|
|
|
|
|
|
|
| |
Cornice Fiduciary Management LLC, as Trustee FBO the issue of Jonathan D. Sackler |
|
| 1,386,312 |
| (2) |
|
| 9.6 | % |
Dimensional Fund Advisors LP |
|
| 1,261,386 |
| (3) |
|
| 8.8 | % |
Royce & Associates LLC |
|
| 1,121,468 |
| (4) |
|
| 7.8 | % |
Privet Fund LP |
|
| 832,687 |
| (5) |
|
| 5.8 | % |
Pacific Ridge Capital Partners, LLC |
|
| 767,424 |
| (6) |
|
| 5.3 | % |
Harbert Discovery Fund |
|
| 735,916 |
| (7) |
|
| 5.1 | % |
____________________
| Name and Address | No. of Shares of Common Stock Beneficially Held (1) | Percent of Common Stock Ownership (1) | ||||
| 5% Shareholders | ||||||
| Leslie J. Schreyer, as Trustee FBO the issue of Jonathan D. Sackler | 1,386,312 | (2) | 6.3 | % | ||
| Royce & Associates LLC | 1,343,961 | (3) | 10.2 | % | ||
(1) | |
Based on |
(2) | |
Information based on (i) the Schedule |
(3) | |
Information based on |
(4) | Information based on Schedule 13G/A filed with the SEC on January |
(5) | Information based on Schedule 13D filed with the SEC on November 25, 2019 on behalf of Privet Fund LP, Privet Fund Management LLC and Ryan Levenson. The address for Privet Fund LP is 79 West Paces Ferry Road, Suite 200B, Atlanta, GA 30305. |
(6) | Information based on Schedule 13F filed with the SEC on November 12, 2019. Pacific Ridge Capital Partners, LLC has voting authority over 695,224 of the 767,424 reported shares owned. The address for Pacific Ridge Capital Partners, LLC is 4900 Meadows Road, Suite 320, Lake Oswego, OR 97035. |
Delinquent Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’sour directors and executive officers, as well as persons beneficially owning more than 10% of our outstanding Common Stock, to file certain reports of ownership with the SEC within specified time periods. Such officers, directors and shareholders are also required by SEC rules to furnish the Companyus with copies of all Section 16(a) forms they file.
Based solely on our review of such forms received by us during the fiscal year ended September 30, 2016,2019, or written representations from certain reporting persons, we believe that between October 1, 20152018 and September 30, 2016,2019, all Section 16(a) filing requirements applicable to its officers, directors and 10% shareholders were complied with, except that Mr. van der Wansem filed a late Form 4 on February 19, 2016 reflecting his dispositionwith.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth certain information, as of September 30, 2019, concerning outstanding options and rights to purchase Common Stock granted to participants in all of our equity compensation plans and the number of shares related to the relinquishment and disclaiming of 118,476 shares of common stock.Common Stock remaining available for issuance under such equity compensation plans.
| Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
|
| Weighted-average exercise price of outstanding options, warrants and rights (b) |
|
| Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| ||||
Plan Category |
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders (1) |
|
| 1,068,665 |
|
| $ | 7.04 |
|
|
| 956,053 |
|
Equity compensation plans not approved by security holders |
|
| — |
|
|
|
|
|
|
| — |
|
Total |
|
| 1,068,665 |
|
|
|
|
|
|
| 956,053 |
|
____________________
(1) | Represents the 2007 Employee Stock Incentive Plan and the Non-Employee Director Stock Option Plan and any respective amendments to each thereto. |
(Item No. 2 on the Proxy Card)
The Audit Committee has selected the independent registered public accounting firm Mayer Hoffman McCann P.C. ("Mayer Hoffman"(“MHM”) to audit our financial statements for the fiscal year ending September 30, 2017,2020, and is seeking ratification of that choice by our shareholders. Regardless of whether the selection is ratified, the Audit Committee is responsible for the selection and ongoing oversight of the auditors and has the authority to replace Mayer HoffmanMHM as the auditors for the 20172020 fiscal year, if it deems it appropriate to do so. Any such change subsequent to the Annual Meeting will not be submitted to the shareholders for ratification.
The Board of Directors anticipates that one or more representatives of Mayer HoffmanMHM will be present at the Annual Meeting. Any such representative will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
VOTE REQUIRED
An affirmative vote from holders of a majority in voting power of the shares present at the Annual Meeting or represented by proxy and entitled to vote on the proposal is required to ratify the selection of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020. Even if the selection is ratified, however, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and of our stockholders.
The Board of Directors recommends a vote “FOR” the ratification of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2020.
TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
(Item No. 3 on the Proxy Card)
The Dodd-Frank Act requires that our shareholders have the opportunity to cast a non-binding, advisory vote from our shareholders to approveon the compensation of our named executive officers. This proposal, commonly known as a “Say on Pay”“Say-on-Pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers.
The advisory vote on executive compensation is not a vote on our general, non-named executive officer compensation policies, the compensation of our Board or our compensation policies as they relate to risk management.
Our Compensation and Stock Option Committee establishes our general compensation policies and specific compensation for each of our executive officers and administers our equity incentive compensation program. Our Compensation and Stock Option Committee is responsible for developing, administering and interpreting the compensation program for executive officers and other key employees.
Shareholders are urged to read the Executive Compensation Discussion and Analysis section of this Proxy Statement and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this Proxy Statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The Compensation and Stock Option Committee and the Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.
The vote solicited by this Proposal 3 is advisory, and, therefore, is not binding on the Company, our Board or our Compensation and Stock Option Committee, nor will its outcome require the Company, our Board or our Compensation and Stock Option Committee to take any action. Moreover, the outcome of the vote will not be construed as overruling any decision by the Company or the Board.
Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our named executive officers that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board, including our Compensation and Stock Option Committee, values the opinions of our shareholders and, to the extent there is any significant vote against the executive officer compensation as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns.
The Board of Directors believes that the compensation of our named executive officers is appropriate and recommends a vote FOR the following advisory (non-binding) resolution:
RESOLVED, that the shareholders approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis,Philosophy, the compensation tables and any related material).
The Board of Directors therefore recommends that you indicate your support for“FOR” the compensation policies and procedures for our named executive officers, as outlined in the above resolution.
DIRECTOR STOCK OPTION PLAN OF
AMTECH SYSTEMS, INC.
(Item No. 4 on the Proxy Card)
At the Annual Report
Summary of the Amended Director Plan
The following summary of the main features of the Amended Director Plan is not a complete description of all the provisions of the Amended Director Plan. Any shareholder of the Company who wishes to obtain a copy of the Amended Director Plan may do so upon written request to the Corporate Secretary at the Company’s principal executive offices at 131 South Clark Drive, Tempe, Arizona 85281.
The Amended Director Plan authorizes the grant of non-qualified stock options to our non-employee directors. The principal purposes of the Amended Director Plan are to provide incentives to non-employee directors of the Company to further the growth, development and financial success of the Company by personally benefiting through the ownership of Company stock, and to obtain and retain the services of non-employee directors who are considered essential to the long-range success of the Company. The approval by the shareholders of the Amended Director Plan
Upon approval of the Amended Director Plan by the Company’s shareholders, the Company’s current non-employee directors, assuming they are elected to the Board at the Annual Meeting, will be eligible to participate in the Amended Director Plan as non-employee directors.
Options previously granted under the Non-Employee Directors Stock Option Plan will become subject to the Amended Director Plan. Therefore, if a non-employee director who holds options previously issued under the plan ceases to be a director, unless such cessation occurs due to death or disability, then such options will terminate thirty days after the date the director ceases to be a director, unless the Board otherwise provides. In addition, the Amended Director Plan provides the Board will have discretion to grant options to departing directors in recognition of such directors’ service on the Board and any Board Committee.
Shares Reserved
Under the Amended Director Plan, the total number of shares of Common Stock that have been or could be issued is 500,000. As of January 21, 2020, 99,600 shares remain available for future grants of options under the Amended Director Plan. The proposed amendment will have no impact on the number of shares available for grant under the Amended Director Plan.
Eligibility
Only non-employee members of the Company’s Board of Directors are eligible to participate in the Amended Director Plan. The Company estimates that four (4) people will be eligible to participate in the Amended Director Plan during fiscal year 2020.
Administration
The Amended Director Plan will be administered by the Compensation and Stock Option Committee of the Company’s Board of Directors. The interpretation and construction by the Committee of any provisions of, or the determination of any questions arising under, the Amended Director Plan or any rule or regulation established by the
Committee pursuant to the Amended Director Plan, will be final, conclusive and binding on all persons interested in the Amended Director Plan.
Shares Subject to the Amended Director Plan
The Amended Director Plan authorizes the granting of options the exercise of which would allow up to a maximum of 500,000 shares of the Common Stock to be acquired by the participants of such options. In order to prevent the dilution or enlargement of the rights of the participants under the Amended Director Plan, the number of shares of Common Stock authorized by the Amended Director Plan and the number of shares subject to outstanding options are subject to adjustment in the event of any increase or decrease in the number of shares of outstanding Common Stock resulting from a stock dividend, stock split, combination of shares, merger, reorganization, consolidation, recapitalization or other change in the corporate structure affecting the Company’s capital stock. If any option granted under the Amended Director Plan is forfeited or terminated, the shares of Common Stock that were underlying such option shall again be available for distribution in connection with options subsequently granted under the Amended Director Plan.
Term of the Amended Director Plan
The Amended Director Plan will terminate March 11, 2024, subject to earlier termination by the Board. No option may be granted under the Amended Director Plan after the termination date, but options previously granted may extend beyond such date.
Nature of Options
The Amended Director Plan provides for the grant of non-statutory stock options to the Company’s non-employee directors. Each non-employee director who joins the Board of Directors after January 1, 2010, will receive an option to acquire 6,000 shares, or such other number as the Board may determine, of the Company’s Common Stock. In addition to the foregoing option grant, a grant of options to purchase 5,000 shares, or such other number as the Board may determine, of the Company’s Common Stock will be made annually to each non-employee director on the first business day following the Company’s Annual Meeting of Shareholders each year, or such other date as may be determined by the Board, provided that such director has attended at least 75% of the meetings of the Board of Directors and of the Board Committees of which such non-employee director was a member in the preceding fiscal year. Pursuant to the Amended Director Plan, the Board also has the discretion to grant options, and determine the rights of such options, to directors who are departing in recognition of past service on the Board and any Board Committees.
The amounts set forth in the table below reflect the number of automatic annual option grants that the Company anticipates will be made pursuant to the Amended Director Plan.
Name and Position | Dollar Value ($) (1) | Number of Units(2) |
Robert M. Averick | $25,374 | 6,000 |
Michael Garnreiter | $25,374 | 6,000 |
Robert F. King | $25,374 | 6,000 |
Sukesh Mohan | $25,374 | 6,000 |
1.The dollar values of the number of units shown in this illustration are the grant date fair values of options, assuming that the market price of the underlying shares on the date of the grant was $7.70, the market value at the close of trading on January 21, 2020.
2.Number of units represents the number of units that are automatically granted each year; however, under both the existing and amended plan, such number may be higher or lower at the discretion of the Board.
The exercise price of all options granted under the Amended Director Plan will be the Fair Market Value (as defined in the Amended Director Plan) of the Company’s Common Stock on the grant date. All options granted under the Amended Director Plan will expire ten (10) years from the date of grant. Options are not transferrable other than by will, under the laws of descent and distribution, or pursuant to a qualified domestic relations order, and each option is exercisable during the lifetime of the optionee only by the optionee. Unexercised options terminate one year from the date an individual ceases to be a director of the Company due to death or disability. Unexercised options terminate thirty days from the date an individual ceases to be a director of the Company, or such other amount of time from such date as the Board may determine, due to any reason other than death or disability.
Agreements
Options granted under the Amended Director Plan will be evidenced by agreements consistent with the Amended Director Plan in such form as the Compensation and Option Committee may prescribe.
Amendments to the Amended Director Plan
The Board may at any time, and from time to time, amend, modify or terminate any of the provisions of the Amended Director Plan, but no amendment, modification or termination shall be made which would impair the rights of a participant under any agreement theretofore entered into pursuant to an option grant, without the participant’s consent.
Federal Income Tax Consequences for Nonstatutory Stock Options
The Amended Director Plan will not be a “qualified plan” as defined in Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Nonstatutory stock options (“NSOs”) do not qualify as “incentive stock options” under Section 422 of the Code.
A recipient does not realize any compensation income upon the grant of an NSO. Additionally, the Company may not take a tax deduction at the time of the grant. Upon exercise of an NSO, a recipient realizes and must report as compensation income in an amount equal to the difference between the fair market value of the Common Stock on the date of exercise and the exercise price. The Company is entitled to take a deduction at the same time and in the same amount as the recipient reports as compensation income, provided the Company withholds federal income tax in accordance with the Code and applicable Treasury regulations.
In addition to the foregoing federal tax considerations, the exercise of an option and the ultimate sale or other disposition of the shares of Common Stock acquired thereby will in most cases be subject to state income taxation.
Vote Required
Assuming a quorum is present at the Annual Meeting, the affirmative vote of a majority of votes cast by holders of Common Stock represented and entitled to vote at the Annual Meeting is required to approve the Amended Director Plan.
The Board of Directors recommends and encourages you to vote “FOR” the approval of the amendment to the Non-Employee Directors Stock Option Plan.
Annual Report
Our Annual Report for the fiscal year ended September 30, 2016,2019, is enclosed herewith.
Deadline for Shareholder Proposals for Action at the Company’sour Next Annual Meeting
We anticipate holding its 2018our 2021 Annual Meeting of Shareholders on March 15, 2018.3, 2021. Any shareholder who wishes to present any proposal for shareholder action at the 20182021 Annual Meeting of Shareholders must, in addition to complying with any other applicable requirements, including, without limitation, those set forth in Rule 14a-8 of the Exchange Act, submit notice of such proposal to the Company’sour Corporate Secretary, at the Company’sour offices, not later than September 27, 2017,December 13, 2020, in order to be included in the Company’sour proxy statement and form of proxy for that meeting. Such proposals should be addressed to the Corporate Secretary, Amtech Systems, Inc., 131 South Clark Drive, Tempe, Arizona 85281. If a shareholder proposal is introduced at the 20182021 Annual Meeting of Shareholders without any discussion of the proposal in the Company’sour proxy statement, and the shareholder does not notify the Companyus on or before December 11, 2017,January 18, 2021, as required by SEC Rule 14a-4(c)(1), of the intent to raise such proposal at the Annual Meeting of Shareholders, then proxies received by the Companyus for the 20182021 Annual Meeting will be voted by the persons named in such proxies in their discretion with respect to such proposal. Notice of such proposal is to be sent to the above address.
Shareholder Communications with Board of Directors
We do not have formal procedures for shareholder communications with the Board of Directors. However, any matter intended for the Board of Directors or any Board Committee should be directed to theour Corporate Secretary of the Company at 131 South Clark Drive, Tempe, Arizona 85281, with a request to forward the same to the intended recipient. All shareholder communications delivered to the Corporate Secretary of the Company for forwarding
No Incorporation by Reference
In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we refer you to information previously filed with the SEC that should be considered as part of the particular filing. As provided under SEC regulations, the “Audit Committee Report” and the “Compensation Committee Report” contained in this Proxy Statement specifically areis not incorporated by reference into any other filings with the SEC and shall not be deemed to be “Soliciting Material.” In addition, this Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.
Householding of Proxy Materials
The Securities and Exchange CommissionSEC permits companies and intermediaries (i.e., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single proxy statement addressed to those security holders. This process, which is commonly referred to as “householding,” potentially means extra convenience for security holders and cost savings for companies.
If you are currently receiving multiple copies of the Company’sour Proxy Statement and Annual Report at your address and would like to request householding of your communications, please contact your broker. Once you have elected householding of your communications, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding, and would prefer to receive a separate Proxy Statement and Annual Report, please notify your broker if you own shares in street name, or direct your written request to our Corporate Secretary at Amtech Systems, Inc., 131 South Clark Drive, Tempe, Arizona 85281 Attn: Secretary if you are a shareholder of record. Shareholders currently participating in householding may request additional copies of the Proxy Statement and Annual Report by contacting the Companyus at (480) 967-5146.
2020 AMENDMENT
TO THE
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN OF AMTECH SYSTEMS, INC.
WHEREAS, Amtech Systems, Inc. (the “Company”) maintains the Non-Employee Directors Stock Option Plan of Amtech Systems, Inc. (the “Plan”);
WHEREAS, the Plan was amended effective May 8, 2014;
WHEREAS, Section 9 of the Plan provides that the Plan may be amended from time to time; and
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended, effective as of the date the shareholders of the Company approve this amendment, in the following respects:
1. | The last sentence of Section 4 of the Plan is hereby amended and restated in its entirety, to provide as follows: |
No Option may be granted after March 11, 2024; provided, however, that the Plan and all outstanding Options shall remain in effect until such Options shall have been exercised, shall have expired or shall otherwise be terminated.
* * *
IN WITNESS WHEREOF, the Company has caused this 2020 Amendment to be executed by its duly appointed officer on this _________________ day of ______________________, 2020, effective as of the date specified above.
AMTECH SYSTEMS, INC.
By:
Name:
Its:
Holder Account Number
| |
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Standard Time, on March 16, 2017.
Vote by Internet
• Go to www.investorvote.com/ASYS
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website
Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
Follow the instructions provided by the recorded message
A. | Proposals-The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4. |
1. | ELECTION OF DIRECTORS: |
For | Withhold | |||
1. Jong S. Whang | ☐ | ☐ | votes | |
2. | ☐ | ☐ | votes | |
3. | ☐ | ☐ | votes | |
4. | ||||
☐ | ☐ | votes | ||
5. Sukesh Mohan | ☐ | ☐ | votes |
☐ | To specify a method of cumulative voting, mark the box to the left with an “X” and write the number of shares you wish to vote in favor of each nominee on the line next to such nominee’s name above. |
2. | RATIFICATION OF THE APPOINTMENT OF MAYER HOFFMAN MCCANN P.C. AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2020 |
For | Against | Abstain |
☐ | ☐ | ☐ |
3. | ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
For | Against | Abstain |
☐ | ☐ | ☐ |
4. | VOTE TO APPROVE AN AMENDMENT TO THE COMPANY’S NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN |
For | Against | Abstain |
☐ | ☐ | ☐ |
B. | Authorized Signatures – This section must be completed for your vote to be counted - Date and Sign below |
Please sign exactly as your name appears on the front of this proxy card. When shares are held in common or in joint tenancy, both should sign. When signing as attorney, as executor, administrator, trustee or guardian, please give full title as such. If a corporation, sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person. Please return in the enclosed, postage-paid envelope. The undersigned agrees that the proxy holder is authorized to cumulate votes in the election of directors and to vote for less than all of the nominees.
Date (mm/dd/yyyy) | Signature 1 - Please keep signature within the box | Signature 2 - Please keep signature within the box | ||||||
[ | / / | ] | [ | ] | [ | ] |
IF VOTING BY MAIL, YOU
MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARDPROXY - AMTECH SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned shareholder of Amtech Systems, Inc., an Arizona corporation (the “Company”), hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders dated January 27, 2017,24, 2020, and hereby appoints Jong S. Whang Fokko Pentinga, and Robert T. Hass, Lisa D. Gibbs, and each of them, proxies and attorneys-in-fact, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Shareholders of AMTECH SYSTEMS, INC. to be held at The Tempe Mission Palms Hotel, 60 East 5th Street,the Hilton Garden Inn at 86 S. Rockford Drive, Tempe, Arizona, USA, on Thursday,Wednesday, March 16, 2017,4, 2020, at 9:00 a.m., Arizona time, and at any adjournment(s) or postponement(s) thereof, and to vote all shares of Common Stock that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side.
This form of proxy confers discretionary authority to cumulate votes with respect to the election of directors.
Unless you have specified on the proxy card how you want your shares voted with respect to the election of directors, the proxy agents intend to cumulatively vote all of the shares covered by the proxies solicited by this Proxy Statement in favor of the number of nominees named in this Proxy Statement as they may, in their discretion, determine is required to elect the maximum number of nominees named in this Proxy Statement.THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON THE REVERSE SIDE AND AS SAID PROXIES DEEM ADVISABLE ON SUCH MATTERS AS MAY COME BEFORE THE MEETING.
C. | Non-Voting Items |
Change of Address - Please print your new address below. | Comments - Please print your comments below. | ||||
[ | ] | [ | ] |
IF VOTING BY MAIL, YOU
MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARDB-2
