Andrew Lee
About Andrew Lee
Andrew Lee (age 42) has served as an independent director of AmpliTech Group, Inc. since January 2021 and currently chairs the Audit Committee. He is a licensed CPA, holds an MBA from Washington State University, and a BBA in Finance and Accounting from Walla Walla University; he is presently CFO of Scythe Robotics, and previously CFO of RealWear and Ryonet Corporation, bringing deep finance and operating expertise to AMPG’s board .
Past Roles
| Organization | Role | Notes |
|---|---|---|
| Scythe Robotics | Chief Financial Officer | Current position; emphasizes operational finance leadership |
| RealWear | Chief Financial Officer | Prior role; growth-stage company experience |
| Ryonet Corporation | Chief Financial Officer | Prior role at high-growth firm in Vancouver, WA |
External Roles
| Organization | Role | Public/Private | Board/Committee Positions |
|---|---|---|---|
| Scythe Robotics | CFO | Private | None disclosed |
| RealWear | Former CFO | Private | None disclosed |
| Ryonet Corporation | Former CFO | Private | None disclosed |
| Other public company directorships | — | — | None disclosed |
Board Governance
- Independence: The Board determined Lee is independent under Nasdaq rules and SEC regulations; he also meets the additional audit and compensation committee independence standards .
- Committee assignments: The Audit, Compensation, and Nominating & Corporate Governance Committees are each comprised of the three independent directors; Lee chairs the Audit Committee and is designated the audit committee financial expert .
- Meeting cadence and attendance: Audit (13 meetings in 2024), Compensation (4), Nominating (4); Board held 7 meetings, and each director attended 100% of board and applicable committee meetings. Independent directors held two executive sessions in 2024 .
- Board leadership: AMPG combines Chair and CEO roles, and does not have a Lead Independent Director—lee operates within this structure .
- Conflicts and related-party oversight: Audit Committee reviews and approves related-party transactions; the committee mandate includes conflicts monitoring and whistleblower procedures .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $0 | $0 |
| Committee membership fees | Not disclosed | Not disclosed |
| Committee chair fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
| Equity Award | 2023 | 2024 | 2025 |
|---|---|---|---|
| Restricted Stock/RSU Grant | 15,000 shares; grant date Aug 18, 2023; fair value $27,600; vested immediately | 15,000 shares; grant date Dec 19, 2024; fair value $30,000; vested immediately | Director Agreement dated Jan 20, 2025 provides annual compensation of 15,000 RSUs; one-year term; reimbursed expenses; indemnification |
| Option awards | None | None | None disclosed |
| Performance metrics tied to director equity | None disclosed | None disclosed | None disclosed |
Performance Metric Structure (Directors)
| Metric | Status | Notes |
|---|---|---|
| TSR, revenue, EBITDA, ESG goals tied to director pay | None disclosed | 2023/2024 director equity awards vested immediately; Director Agreement specifies RSUs without performance metrics |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None public company boards disclosed | — | None disclosed |
Expertise & Qualifications
- CPA license; MBA (Washington State University); BBA in Finance & Accounting (Walla Walla University) .
- Audit Committee Financial Expert designation under Item 407(d)(5) and Nasdaq financial sophistication criteria .
- Senior finance leadership across hardware and growth-stage companies (Robotics, AR/industrial tech, manufacturing) .
Equity Ownership
| Snapshot Date | Common Shares Owned | Exercisable Options | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Oct 15, 2025 | 45,000 | 15,250 | 60,250 | <1% (asterisked) |
- Pledging/Hedging: Company Insider Trading Policy prohibits hedging transactions (puts, calls, derivatives), with exception for tradeable warrants; no pledging disclosed for Lee .
- Ownership Guidelines: No director stock ownership guidelines disclosed in proxy .
Governance Assessment
- Board effectiveness and engagement: Lee’s 100% attendance across Board and committee meetings and chairing an active Audit Committee (13 meetings) indicate high engagement and governance rigor .
- Independence and financial oversight: Independent status, audit financial expert designation, and authorship of the Audit Committee Report (as Chair) strengthen investor confidence in financial reporting oversight .
- Compensation alignment: Director compensation is equity-centric ($27,600 in 2023; $30,000 in 2024), delivered via restricted stock with immediate vesting and annual RSUs per the 2025 Director Agreement; absence of cash retainers and performance conditions reduces pay-for-performance linkage but increases equity exposure .
- Conflicts/related party transactions: The Audit Committee oversees and must pre-approve related-party transactions; company disclosed no related-person transactions above threshold since the start of 2024—no specific conflicts associated with Lee identified .
- Structural risk indicators: Combined Chair/CEO and absence of a Lead Independent Director—mitigated partly by independent director executive sessions (twice in 2024) but remains a governance caution for some investors .
- Equity plan dilution signal: Proposed 2,800,000-share increase to the Amended and Restated 2020 Equity Incentive Plan raises potential dilution and anti-takeover concerns noted in proxy risk disclosure; directors (including Lee) are beneficiaries of plan awards .
RED FLAGS
- Immediate vesting of director equity grants (restricted stock) with no disclosed performance metrics—lower at-risk alignment for directors .
- No Lead Independent Director and combined Chair/CEO roles—potential oversight weakness depending on issue severity .
- Equity plan share pool expansion (2.8M) could be dilutive and may be construed as having anti-takeover effects .
Say-on-Pay & Shareholder Feedback (context)
- 2022 say-on-pay frequency recommendation (triennial) received ~85% support; Board references strong shareholder support for executive pay framework (not director-specific but relevant to governance climate) .
Employment & Contracts (Director Agreement)
- Standard director agreement executed Jan 20, 2025; one-year term; annual compensation of 15,000 RSUs; reimbursement of meeting-related expenses; indemnification provisions; termination upon specified events including resignation/removal .
Related Party Transactions
- None disclosed above SEC thresholds for 2024 onward; Audit Committee must review/approve any such transactions, with recusal required for interested directors .
Compensation Committee Analysis (Structure)
- Composition: Independent directors (Modi chair; Lee member); authority to engage independent compensation consultants and administer equity and bonus plans; compensation risk reviewed for employees and executives .
- Director pay decisions: Compensation Committee recommends non-employee director compensation; current structure emphasizes equity-only grants .
Fixed Compensation (Detail)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned/paid in cash ($) | $0 | $0 |
Performance Compensation (Detail)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Restricted stock units/shares granted | 15,000 shares; $27,600 FV; vested immediately (Aug 18, 2023) | 15,000 shares; $30,000 FV; vested immediately (Dec 19, 2024) | 15,000 RSUs per Director Agreement (Jan 20, 2025) |
| Option awards ($) | $0 | $0 | Not disclosed |
Equity Ownership (Detail)
| Component | Amount |
|---|---|
| Common shares owned | 45,000 |
| Options exercisable within 60 days | 15,250 |
| Total beneficial ownership | 60,250 |
| % of outstanding shares | <1% |
Conclusion
Andrew Lee’s independence, audit leadership, and perfect attendance underpin board effectiveness at AMPG, while equity-only director pay without performance conditions and the combined Chair/CEO structure are investor-relevant governance considerations. The absence of related-party transactions and Lee’s financial expertise are positives for investor confidence; ongoing monitoring of equity plan dilution and the leadership structure is warranted .