SkyWater Technology, Inc (Form: 8-K, Received: 12/15/2021 16:04:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

___________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2021

___________________________

SkyWater Technology, Inc.

(Exact name of registrant as specified in its charter)

___________________________


Delaware	001-40345	37-1839853
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


2401 East 86th Street Bloomington, Minnesota			55425
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (952) 851-5200

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Common stock, par value $0.01 per share

SKYT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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 December 10, 2021, the Board of Directors (“Board”) of SkyWater Technology, Inc. (the “Company”) elected Nancy Fares and Chunyi (Amy) Leong to serve on the Board effective January 3, 2021. Each of the newly-elected Directors will serve as a Director for a term expiring at the Company’s 2022 Annual Meeting of Stockholders.

Ms. Fares has served as a strategic advisor and board member with Olarm, an application-based home security provider since July 2018. Ms. Fares previously served as Vice President Software Product Management at Qualcomm, Inc. from August 2016 to December 2018. Prior to joining Qualcomm, Ms. Fares held senior leadership positions at NXP Semiconductors N.V., Foravest, LLC, Micralyne Inc. and Texas Instruments Incorporated. Ms. Fares holds a B.S. in Electrical Engineering from the University of Texas at Dallas, a M.S. in Telecommunications from Southern Methodist University and an Executive M.B.A. from the University of Texas at Austin.

Ms. Leong has served as the Senior Vice President, Chief Marketing Officer, Mergers & Acquisitions, and General Manager of Emerging Growth Business Unit of FormFactor, Inc. since November 2017, having previously served as Senior Vice President, Marketing and Customer Solutions since October 2012 and as Vice President, Marketing for MicroProbe Inc. before its acquisition by FormFactor. Prior to MicroProbe, Ms. Leong worked in a variety of semiconductor process engineering and technologist roles at Gartner, KLA Corporation and IBM. Ms. Leong has served as an Advisory Board Member of International Semiconductor Executive Summits since 2016 and as a director of Simple Steps Community Connection, a nonprofit organization supporting women leadership initiatives, since 2020. Ms. Leong received a B.S. in Chemical Engineering from the University of California at Berkley and a M.S. in Materials Science and Engineering from Stanford University.

The Board has determined that each of the newly-elected Directors is independent under Nasdaq rules. Ms. Fares will serve on the Compensation Committee of the Board and Ms. Leong will serve on the Nominating and Governance Committee of the Board.

The newly-elected Directors’ 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 is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Such will be pro-rated to reflect the actual time the newly-elected Directors serve on the Board. In addition, the Board has approved a pro-rated annual grant of restricted stock units pursuant to the Company’s standard form of restricted stock unit agreement for Directors.

There are no arrangements or understandings between any of Ms. Fares and Ms, Leong, on the one hand, and any other person, on the other hand, pursuant to which any of them, respectively, 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 their respective appointments, each of the newly-elected Directors 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 U.S. Securities and Exchange Commission on March 22, 2021.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following documents are filed as exhibits to this report:


Exhibit Number						Description of Exhibit

10.1						SkyWater Technology, Inc. Non-Employee Director Compensation Policy

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SkyWater Technology, Inc.

Date: December 15, 2021	/s/ Thomas J. Sonderman
	Name:	Thomas J. Sonderman
	Title:	President and Chief Executive Officer

Exhibit 10.1

SkyWater Technology, Inc.

Non-Employee Director Compensation Policy

The Board of Directors (“Board”) of SkyWater Technology, Inc. (the “Company”) has adopted this SkyWater Technology, Inc. Non-Employee Director Compensation Policy (the “Policy”) to assist the Compensation Committee of the Board (or its successor, the “Committee”) in establishing retainers, fees, and equity grants (and payment or award thereof, as applicable) associated with director compensation. Any new director compensation policies enacted from time to time are deemed to be incorporated herein upon their effective date. The Committee and/or the Board shall review and reassess this Policy from time to time to determine whether the Policy should be updated.

Capitalized terms used in this Policy but not otherwise defined herein shall have the meaning set forth in the Company’s 2021 Equity Incentive Plan, as it may be amended from time to time, or any successor plan thereto.

Each director who is not an employee of the Company shall be entitled to the payments described below while serving as a director on the Board.


Annual Cash Retainer:			An annual retainer fee of USD $75,000 shall be payable in fiscal quarterly installments in advance following the annual meeting of Company’s stockholders at which directors are elected to serve on the Board (the “Annual Meeting”) to each director who becomes or remains a member of the Board following the conclusion of such Annual Meeting. An annual retainer fee of USD $100,000 shall be payable in fiscal quarterly installments in advance following the Annual Meeting to the Chairman of the Board then appointed. A director appointed to the Board other than pursuant to election at the Annual Meeting shall be entitled to pro-rated payment of the annual retainer fee for the partial year of service, payable in fiscal quarterly installments in advance beginning as of his or her commencement of service on the Board. A director must be actively serving as a director on the date of any such payment to receive his or her payment.


Committee Chairmanship Fee:			The corresponding annual chairmanship fee set forth below shall also be payable in fiscal quarterly installments in advance following the Annual Meeting to each director who becomes or remains the chairman of each of the following committees of the Board following the conclusion of such Annual Meeting for his or her chairmanship services. A director appointed to serve as chairman during a year and prior to an Annual Meeting shall be entitled to pro-rated payment of the annual chairmanship fee for the partial year of chairmanship service, payable in fiscal quarterly installments in advance beginning as of his or her commencement of service as chairman. The chairman must be actively serving as the chairman of the applicable committee on the date of any such payment to receive his or her payment.


			Audit Committee:			USD $20,000

			Compensation Committee:			USD $15,000



			Nominating and Corporate Governance Committee:			USD $10,000


Committee Membership Fee:			The corresponding annual committee fee set forth below shall also be payable in fiscal quarterly installments in advance following the Annual Meeting to each director who becomes or remains a member of the following committees of the Board (excluding the chairman) for his or her committee member services. A director appointed to serve on a committee during a year and prior to an Annual Meeting shall be entitled to pro-rated payment of the annual committee service fee for the partial year of committee service, payable in fiscal quarterly installments in advance upon his or her commencement of service as a committee member. The member must be actively serving as a member of the applicable committee on the date of any such payment to receive his or her payment.


			Audit Committee:			USD $10,000

			Compensation Committee:			USD $8,000

			Nominating and Corporate Governance Committee:			USD $5,000


Annual Equity Grant:			As of the date of each Annual Meeting, each director who remains a member of the Board following the conclusion of such Annual Meeting shall be granted restricted stock units relating to that number of shares of Stock having a value equal to $100,000 as of the grant date (but rounded down to the next integer of Stock in the case of a valuation that produces a fractional share), pursuant to the terms of the Company’s standard form of restricted stock unit agreement for directors, which restricted stock units shall vest in full on the date immediately preceding the date of the next occurring Annual Meeting, subject to the director’s continued, active service as a director on such vesting date. Each director appointed to the Board to constitute the initial Board following the closing of the Company’s initial public offering shall receive a pro-rated annual grant of restricted stock units in connection with the IPO, pursuant to the terms of the Company’s standard form of restricted stock unit agreement for directors, which restricted stock units shall vest in full on the date immediately preceding the date of the next occurring Annual Meeting, subject to the director’s continued, active service as a director on such vesting date. Each director appointed to the Board other than pursuant to election at the Annual Meeting may, at the discretion of the Board, receive a pro-rated annual grant of restricted stock units, pursuant to the terms of the Company’s standard form of restricted stock unit agreement for directors, which restricted stock units shall vest in full on the date immediately preceding the date of the next occurring Annual Meeting, subject to the director’s continued, active service as a director on such vesting date.

In addition to the foregoing payments, each member of the Board shall be entitled to reimbursement for travel expenses incurred in attending Board meetings and any committee meetings (travel expense reimbursement is subject to the Company’s current expense policy, as amended from time to time).

The Company does not pay any Board retainers or fees or provide any Board equity grants not set forth above. These retainers, fees, or grants may be modified or adjusted from time to time as determined by the Board on recommendation of the Committee.

This Policy supersedes all prior agreements or policies concerning director compensation.