Daniel Mazziota
About Daniel Mazziota
Independent director at AmpliTech Group (AMPG) since January 2021; currently chairs the Compensation Committee. Age 88; founded Microwave Power Devices in 1967 (sold to MACOM in 1980) and led it until 1988; president of IDM Consulting since 1965. Holds BEE and MSEE from New York Polytechnic Institute and is a fellow of the Institute—bringing deep microwave components/subsystems industry expertise to AMPG’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microwave Power Devices, Inc. | Founder; President | 1967–1988 (sold to MACOM 1980) | Built and exited a microwave semiconductor/component company; operator experience in RF/microwave |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IDM Consulting | President | 1965–present | Consulting to microwave component/sub-system industry |
Board Governance
- Independence and roles: The board deems Mazziota independent under Nasdaq rules; he chairs the Compensation Committee. Audit is chaired by Andrew Lee; Nominating & Governance is chaired by Shailesh “Sonny” Modi (previously Matthew Kappers in 2024) .
- Board structure: CEO is also Chair; there is no Lead Independent Director—board reassesses structure periodically .
- Attendance and engagement: FY2024 board held 7 meetings; each director attended 100% of board and their committee meetings. Independent directors held two executive sessions in FY2024 (also two in FY2023) .
Board and committee activity (FY2024):
| Committee | Meetings |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 13 |
| Compensation Committee | 4 |
| Nominating & Corporate Governance | 4 |
- Related-party/Conflicts: Company reports no related-person transactions and not aware of potential conflicts involving directors or officers .
- Policies: Hedging of company securities by insiders is prohibited; company maintains a clawback policy for executive officers (administered by the Compensation Committee) .
Fixed Compensation
Director pay is equity-heavy with no cash retainers disclosed for 2023–2024; compensation is standardized across independent directors and granted under AMPG’s 2020 Equity Incentive Plan.
| Year | Cash Fees ($) | Equity Awards ($ FV) | Notes |
|---|---|---|---|
| 2023 | $0 | $27,600 | 15,000 restricted shares granted 8/18/2023; immediate vesting |
| 2024 | $0 | $30,000 | 15,000 restricted shares granted 12/19/2024; immediate vesting |
| 2025 | — | 15,000 RSUs per year (director agreement) | One-year term; expense reimbursement; indemnification |
Equity grant details:
| Grant Date | Instrument | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| 8/18/2023 | Restricted Stock | 15,000 | $27,600 | Immediate vesting |
| 12/19/2024 | Restricted Stock | 15,000 | $30,000 | Immediate vesting |
| 1/20/2025 | RSUs (Director Agreement) | 15,000 per year | — | Per award agreement; annual compensation |
Notes:
- The 8/18/2023 aggregate grant for three directors was 45,000 shares valued at $82,800 (15,000 each); all vested immediately .
- The 12/19/2024 aggregate grant for three directors was 45,000 shares valued at $90,000 (15,000 each); all vested immediately .
Performance Compensation
No performance-based metrics are disclosed for director compensation; equity awards reported for independent directors vest immediately and are not tied to financial/ESG targets .
| Performance Metric | Weighting | Target | Measurement Period |
|---|---|---|---|
| None disclosed for director compensation | — | — | — |
Other Directorships & Interlocks
- No other current public company directorships or interlocks are disclosed in AMPG’s proxy biographies for Mazziota .
Expertise & Qualifications
- Industry: 50+ years in RF/microwave components/sub-systems; founded and ran a sector company through sale to MACOM .
- Education: BEE and MSEE, New York Polytechnic Institute; Institute fellow .
- Governance: Independent director since 2021; Compensation Committee Chair .
Equity Ownership
| Metric | Oct 18, 2024 | Oct 15, 2025 |
|---|---|---|
| Common Shares Owned | 220,743 | 235,743 |
| Options (exercisable within 60 days) | 40,125 | 46,825 |
| Total Beneficial Ownership (shares + options) | 260,868 | 294,525 |
| % of Shares Outstanding | 2.3% (out of 11,091,601) | 1.42% (out of 20,631,595) |
Notes:
- Beneficial ownership includes securities exercisable within 60 days per proxy methodology .
- Company reports no related-party transactions; no pledging disclosures are provided in the proxy .
Governance Assessment
- Strengths: Independent director with deep sector expertise; Compensation Committee Chair with clear committee charter; 100% attendance; independent-only committees; no related-person transactions; hedging prohibited .
- Alignment and incentives: Director pay delivered in equity (restricted stock/RSUs), with standardized annual grants; growing personal stake (beneficial ownership increased in shares/options), though dilution from a rising share count reduced % ownership .
- Watch items/Red flags:
- Board leadership concentration (CEO also Chair) and no Lead Independent Director can weaken independent oversight optics .
- Director equity awards vest immediately (no performance conditions), which may lower pay-for-performance sensitivity for board members .
- Significant expansion of the equity plan share pool (proposed +2,800,000 shares) increases dilution risk; although not director-specific, it influences perceived governance and shareholder alignment .
- Context: Say-on-pay for executives received ~85% support in 2022, indicating general investor acceptance of compensation governance at that time .