Kathleen Bayless
About Kathleen Bayless
Independent Class I director at Amprius Technologies since April 2023; age 68 as of March 31, 2025. Retired finance executive with >20 years as public-company CFO, including Senior Vice President, Chief Financial Officer and Treasurer of Synaptics (2009–2015) and Executive Vice President, Chief Financial Officer and Secretary of Komag (1994–2008); began career at Ernst & Young. Education: B.S. in Accounting and Finance, California State University, Fresno. Recognized as an “audit committee financial expert” by the board and currently chairs the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synaptics Incorporated | SVP, Chief Financial Officer & Treasurer | 2009–2015 | Led finance at leading human-interface tech company |
| Komag Incorporated | EVP, Chief Financial Officer & Secretary | 1994–2008 | Financial leadership at key HDD thin-film disk supplier |
| Ernst & Young | Public accounting | Not disclosed | Audit/accounting foundation |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Veeco Instruments | Director | Current | Semiconductor process equipment manufacturer |
| Ballard Power Systems | Director | Current | PEM fuel cell developer/manufacturer |
| Energous Corporation | Director | Former | Wireless charging technology; prior service noted |
Board Governance
- Independence: Board determined Bayless is independent under NYSE rules; 5 of 6 directors are independent.
- Committee assignments: Audit Committee (Chair); also designated an “audit committee financial expert.” Audit Committee members: Bayless (Chair), Donald R. Dixon, Wen Hsieh.
- Attendance: In 2024 the board met nine times; all directors except Steven Chu attended at least 75% of board and committee meetings—Bayless met the ≥75% threshold.
- Committee activity: Audit Committee held four meetings in 2024; Compensation Committee held five; Nominating & Corporate Governance Committee held none.
- Leadership structure: Independent Chair (Donald R. Dixon); CEO role separated.
- Hedging/pledging: Directors are prohibited from hedging and pledging company securities; short sales and derivative trading also prohibited.
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual cash retainer (Board) | $40,000 policy |
| Audit Committee Chair fee | $20,000 policy |
| Total cash fees paid (Bayless actual) | $60,000 |
| Meeting fees | None disclosed; policy is retainer-based |
Policy reference: Outside Director Compensation Policy cash schedule includes Board ($40k), Audit Chair ($20k), Audit Member ($10k), Comp Chair ($15k), Comp Member ($7.5k), Nominating Chair ($10k), Nominating Member ($5k); Non-exec Chair add’l $40k; Lead Independent Director $15k. Chairs receive chair fee, not member fee.
Performance Compensation
| Component | Terms | FY 2024 (Bayless) |
|---|---|---|
| Initial RSU Award | $300,000 grant value upon first joining; vests in 3 equal annual installments | (Joined April 2023; initial award under policy) |
| Annual RSU Award | $170,000 grant value after each AGM; 1-year vest (earlier of 1-year or day prior to next AGM); prorated if partial year service | $170,000 stock award (grant-date fair value) |
| Change in Control treatment | All outstanding director equity vests in full upon Change in Control if serving immediately prior to event | Full acceleration provision in policy |
- Outstanding equity (as of 12/31/2024): 148,175 shares underlying stock awards; no options.
- No performance-conditioned metrics for director equity (time-based RSUs only).
Other Directorships & Interlocks
- Current public boards: Veeco Instruments; Ballard Power Systems. Prior: Energous Corporation. No interlocks with Amprius’ disclosed related-party transactions were identified in the proxy.
Expertise & Qualifications
- Financial/accounting expertise (former public-company CFO); designated audit committee financial expert by the board.
- Deep experience in semiconductor and hardware value chains (Synaptics; Komag).
- Governance: Chairs Audit Committee, overseeing financial reporting, internal controls, auditor independence, and ERM/cyber risk within committee remit.
Equity Ownership
| Ownership Detail | Amount/Status |
|---|---|
| Total beneficial ownership | 24,666 shares (<1%) |
| Composition detail | 13,078 shares common; 11,588 shares issuable from RSUs vesting within 60 days of March 31, 2025 |
| Outstanding RSUs (12/31/2024) | 148,175 shares underlying RSUs; no options |
| Shares pledged | Prohibited by policy (pledging not allowed) |
| Section 16 compliance | Company aware of no late Section 16(a) filings |
Note: Beneficial ownership percentages based on 120,546,077 shares outstanding as of March 31, 2025; Bayless holds less than 1%.
Governance Assessment
-
Strengths:
- Independent director with CFO pedigree; designated audit committee financial expert; serves as Audit Chair—supports board effectiveness on financial reporting, controls, and auditor oversight.
- Solid engagement: met ≥75% attendance threshold; Audit Committee active (4 meetings in 2024).
- Alignment measures: annual time-based RSUs; anti-hedging and anti-pledging policy reduces misalignment risk.
- No Bayless-specific related-party transactions disclosed; no late Section 16 filings noted.
-
Watch items / potential red flags:
- Director equity is time-based (no performance metrics), and director RSUs fully accelerate on Change in Control—potentially less performance linkage and CIC windfall optics common in small/mid-cap governance.
- Beneficial ownership is modest (24,666 shares; <1%) though typical for outside directors; no director ownership guideline disclosure noted in proxy.
-
Context:
- Board comprises 6 directors, 5 independent; independent chair structure provides additional oversight.
- Company is an Emerging Growth Company; no say-on-pay vote required to date (limits external compensation feedback signals).
Director Compensation (FY 2024)
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $60,000 |
| Stock Awards ($) | $170,000 |
| Option Awards ($) | — |
| Total ($) | $230,000 |
Board Governance Details (Reference)
| Item | Detail |
|---|---|
| Committee memberships | Audit (Chair; financial expert) |
| Independence status | Independent (NYSE) |
| Attendance | ≥75% of board+committee meetings (2024) |
| Board/committee meetings | Board: 9; Audit: 4; Comp: 5; Nominating: 0 (2024) |
Say-on-Pay & Shareholder Feedback
- As an Emerging Growth Company and smaller reporting company, Amprius has not been required to conduct say‑on‑pay or say‑on‑frequency votes to date.
Related-Party/Conflict Screening
- The proxy discloses SPAC- and legacy affiliate-related transactions (e.g., PIPE, warrants, legacy affiliates Berzelius/Apex purchases), but does not identify any Bayless-specific related-party transactions.
- Audit Committee oversees related-person transactions under the company’s policy.