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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 7, 2024, the Board of Directors (“Board”) of SkyWater Technology, Inc. (the “Company”) elected Dennis J. Goetz and Joseph J. Humke to serve on the Board effective April 1, 2024. Each of Mr. Goetz and Mr. Humke will serve as a director for a term expiring at the Company’s 2024 Annual Meeting of Stockholders.
The Board has determined that each of Mr. Goetz and Mr. Humke is independent under Nasdaq rules. In conjunction with their election to the Board, the Board appointed Mr. Goetz to the Audit Committee of the Board and Mr. Humke to the Nominating and Corporate Governance Committee of the Board.
Mr. Goetz’ and Mr. Humke’s 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 10.20 to the Company’s Annual Report on Form 10-K (as amended) originally filed with the U.S. Securities and Exchange Comxmission (“SEC”) on March 15, 2023. Such compensation will be pro-rated to reflect the actual time Mr. Goetz and Mr. Humke serve on the Board.
There are no arrangements or understandings between either Mr. Goetz or Mr. Humke and any other person pursuant to which he was selected as a director, and there are no transactions related to the Company in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K. Additionally, in connection with their appointments, each of Mr. Goetz and Mr. Humke will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, a copy of which was filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K (as amended) originally filed with the SEC on March 15, 2023.
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: March 8, 2024 | /s/ Thomas J. Sonderman | |||||
| Name: | Thomas J. Sonderman | |||||
| Title: | Chief Executive Officer | |||||