Shailesh Modi

About Shailesh “Sonny” Modi

Shailesh “Sonny” Modi (age 62) was appointed as an independent director of AmpliTech Group, Inc. on January 17, 2025; he serves as Chair of the Nominating & Corporate Governance Committee and as a member of the Audit and Compensation Committees. He is CFO and Treasurer of ShelterPoint Life Insurance Company since December 2015 and helped lead its sale to Protective Life in 2024. He holds a B.S. in Accounting and an MBA in Finance & Computer Systems from New York University and previously spent 10 years at Deloitte & Touche LLP focused on financial services and IPOs .

Past Roles

External Roles

Board Governance

• Committee assignments:
  • Chair: Nominating & Corporate Governance Committee; Member: Audit and Compensation Committees (effective immediately upon appointment on Jan 17, 2025) .
• Independence: Board determined Modi is independent under Nasdaq Rule 5605(a)(2) and meets additional independence tests for audit and compensation committees .
• Audit Committee involvement: Named in the 2024 Audit Committee Report (members: Andrew Lee, Chair; Shailesh Modi; Daniel Mazziota) .
• Board attendance and engagement (board-level metrics for FY 2024): Board held 7 meetings; each director attended 100% of meetings and their committee meetings; independent directors held two executive sessions .
• Board leadership: Combined Chair/CEO roles; no Lead Independent Director .

Fixed Compensation

Performance Compensation

Historical context: Prior non-employee director equity was delivered as immediately-vested restricted stock (15,000 shares each) valued at $82,800 on Aug 18, 2023 and $90,000 on Dec 19, 2024 . In 2025, the form standardized to RSUs (15,000 annually) .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: B.S. in Accounting; MBA in Finance & Computer Systems, New York University .
• Technical/functional expertise: Senior finance, auditing, strategy; IPO participation at Deloitte; CFO roles; transaction execution (sale of ShelterPoint in 2024) .
• Committee-relevant skills: Audit literacy and compensation oversight; qualifies for Nasdaq/SEC independence for audit and compensation committees .

Equity Ownership

Alignment context: Annual RSU grant of 15,000 units for directors was approved in January 2025; these settle into common stock but are not reflected in beneficial ownership until issued/vested .

Governance Assessment

• Strengths:

  • Committee leadership: Chair of Nominating & Governance; membership on Audit and Compensation positions him to influence governance quality and pay oversight .
  • Independence: Board affirmed independence, including heightened standards for audit and compensation committee service .
  • Audit engagement: Listed on the Audit Committee’s report to the Board for FY2024, indicating active participation soon after appointment .
  • Policies: Company has an executive clawback policy (effective Oct 2, 2023) and prohibits hedging with company securities (except tradeable warrants), improving governance posture .

• Compensation & incentives:

  • Mix is predominantly equity for non-employee directors (historical RSAs, now RSUs), with no cash retainers disclosed, aligning director pay with shareholder outcomes .
  • Plan terms include single-trigger vesting if awards are not assumed in a Change in Control (potentially generous acceleration), which investors should monitor for alignment with best practice double-trigger standards .

• Potential conflicts/related-party:

  • Company disclosed no related-party transactions requiring Item 404(a) disclosure; no family relationships tied to appointment; appointment attributed to Board need after a resignation .
  • No current public company directorships disclosed; external board roles are in associations/non-profits (limited conflict potential) .

• Attendance & engagement signals:

  • Board-level metrics show robust engagement (100% attendance in FY2024; two independent executive sessions); Modi’s individual 2025 attendance not yet disclosed .

• Capitalization and dilution risk:

  • Proposed increase of shares available under the 2020 Equity Incentive Plan by 2,800,000 (to 3,525,142 total), explicitly acknowledged to potentially dilute EPS/book value and stockholder voting rights and to have anti-takeover effects; investors should monitor director equity practices and award sizing amid plan expansion .

• Say-on-pay:

  • Prior advisory vote (2022) saw ~85% approval on executive pay, indicating general shareholder support for compensation philosophy; while not specific to director pay, it signals broader investor comfort with pay governance .

RED FLAGS to monitor

• Single-trigger vesting on non-assumed awards at Change in Control could misalign with prevailing investor preference for double-trigger standards .
• Significant proposed expansion of equity plan share reserve raises dilution/anti-takeover concerns; requires vigilant oversight by the Compensation and Nominating & Governance Committees .
• Low (or no) disclosed personal share ownership as of the 2025 record date; while RSUs improve alignment, investors often prefer meaningful personally held shares (monitor future Form 4 filings and beneficial ownership updates) .

Key Contract Terms (Director Agreement)

Notes on Director Compensation Structure (trend)

Implication: Shift from immediately vested RSAs to annual RSUs suggests evolving equity delivery mechanics; monitor vesting and holding requirements for longer-term alignment .