Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Appointment of New Director.
On February 2, 2022, the Board of Directors ("Board") of SkyWater Technology,
Inc. (the "Company") elected Gregory B. Graves to serve on the Board effective
March 2, 2022. Mr. Graves will serve as a Director for a term expiring at the
Company's 2022 Annual Meeting of Stockholders.
Mr. Graves has served as Chief Financial Officer of Entegris, Inc. since April
2007 and served as Senior Vice President, Strategic Planning & Business
Development from 2002 to 2007. Mr. Graves has also served as a director of Laird
Superfood since 2018. Prior to joining Entegris, Mr. Graves held positions in
investment banking and corporate development, including at Piper Jaffray, RBC
(Dain Rauscher) and The Pillsbury Company. From 2017 to 2019, Mr. Graves served
as a director and Chairman of the Audit Committee of Plug Power Inc. Mr. Graves
has served on the Board of Directors of the Minneapolis Heart Institute
Foundation since 2016 and been Chairman of the Audit and Finance Committee since
2019. Mr. Graves received a B.A. and Master's in Accounting and Taxation from
the University of Alabama and an M.B.A. from the University of Virginia.
The Board has determined that Mr. Graves is independent under Nasdaq rules. In
conjunction with Mr. Graves' election to the Board, the Board resolved the
composition of the Audit Committee of the Board to comprise Mr. Graves, Gary
Obermiller and John Kurtzweil, who will also continue to serve as Chair of the
Audit Committee.
Mr. Graves' compensation will be consistent with that of other non-employee
directors paid by the Company pursuant to its Non-Employee Director Compensation
Policy, a copy of which was filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission
("SEC") on December 15, 2021. Such compensation will be pro-rated to reflect the
actual time Mr. Graves serves on the Board. In addition, the Board has approved
a pro-rated annual grant of restricted stock units to Mr. Graves pursuant to the
Company's standard form of restricted stock unit agreement for Directors.
There are no arrangements or understandings between Mr. Graves and any other
person pursuant to which any of them was selected as a director, and there are
no transactions related to the Company in which any of them has an interest
requiring disclosure under Item 404(a) of Regulation S-K. Additionally, in
connection with his appointment, Mr. Graves will enter into a standard
indemnification agreement with the Company in the form previously approved by
the Board, as generally described under "Executive and Director Compensation -
Indemnification of Directors and Officers and Limitation of Liability" in the
Company's S-1 Registration Statement filed with the SEC on March 22, 2021.

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