Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Robert C. Daigle to the Board of Directors
Effective August 12, 2021, the Board of Directors (the "Board") of Amtech
Systems, Inc. (the "Company"), acting upon the recommendation of the Nominating
and Governance Committee of the Board (the "Governance Committee"), appointed
Robert C. Daigle to fill the existing vacancy on the Board. The Governance
Committee will consider Mr. Daigle's appointment to one or more committees of
the Board at a subsequent meeting. The Board determined that Mr. Daigle is
"independent" pursuant to the standards of the NASDAQ Stock Market, applicable
rules of the Securities and Exchange Commission, and the Company's Corporate
Governance Guidelines.
Mr. Daigle currently serves as Senior Vice President and Chief Technology
Officer of Rogers Corporation (NYSE: ROG), a global leader in engineered
materials, including advanced electronic and elastomeric materials that are used
in applications for EV/HEV, automotive safety and radar systems, mobile devices,
renewable energy, wireless infrastructure, energy-efficient motor drives, and
industrial equipment. Mr. Daigle joined Rogers Corporation in October of
1988. During his career at Roger Corporation he has held various management
positions, including Vice President and General Manager of the Advanced Circuit
Materials Division and Senior Vice President and General Manager of the Power
Electronics Division. He has an MBA from Rensselaer Polytechnic Institute and a
Bachelor of Science in Engineering, Chemical Engineering and Materials
Engineering from the University of Connecticut.
Mr. Daigle will be compensated for his board service consistent with the
compensation arrangements provided to the Board's other independent,
non-management directors, which includes (i) a cash component in the form of an
annual cash retainer of $18,000 for service on our Board (paid on the date of
the annual meeting of shareholders) and a quarterly meeting fee of approximately
$3,400, and (ii) an equity component in the form of an award of options to
purchase 6,000 shares of common stock of the Company granted on the date his
initial election to the Board and an annual option grant on the day of the
Company's annual meeting of shareholders. Because Mr. Daigle is being appointed
after the Company's 2021 annual meeting of shareholders and before the date of
the Company's next annual meeting for 2022, he will receive a pro-rated amount
of the $18,000 annual cash retainer for non-management directors for calendar
2021.
There were no arrangements or understandings between Mr. Daigle and any other
persons regarding his appointment to the Board, nor is Mr. Daigle party to any
related party transactions required to be reported pursuant to Item 404(a) of
Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits.
Exhibit No. Description
99.1 Press Release announcing the appointment of Robert C. Daigle to the
Board of Directors of Amtech Systems, Inc., dated August 12, 2021.
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