Tom Stepien
About Tom Stepien
Tom Stepien (age 64) was appointed President of Amprius Technologies and elected as a Class I director effective May 1, 2025; he does not serve on any board committees and continues to report to CEO Dr. Kang Sun . He holds B.S. and M.S. degrees in Mechanical Engineering from MIT and is a co‑inventor on 11 U.S. and international battery patents . Company documents do not disclose TSR, revenue growth or EBITDA growth for his tenure to date; as an executive‑director, he is not considered independent under NYSE rules .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| South 8 Technologies | Chief Executive Officer | Aug 2023 – Mar 2025 | Led commercialization of a novel liquefied gas electrolyte for lithium‑ion batteries . |
| KCK Group | Operating Partner | Dec 2020 – Jul 2023 | Operating partner at a family investment office with holdings across various industries . |
| Primus Power | Co‑founder | Apr 2009 – (co‑founder; board role continues) | Co‑founded a long‑duration stationary battery storage company . |
| Applied Materials | VP & GM, Mainstream Technology Solutions; CMO, Applied Global Services; VP, Operations, Transistor Systems | Oct 1995 – Mar 2009 | Held multiple senior leadership roles spanning GM, marketing, and operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Primus Power | Director | Current | Board service noted in AMPX 8‑K . |
| Euro Manganese (TSX‑V/ASX: EMN) | Director | Current | Supplier of battery materials to EV industry . |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $475,000 | Per offer letter . |
| Target Bonus | 70% of base salary | Performance goals set by Board/Comp Committee in its sole discretion . |
| Director Fees | $0 (while employee) | Employee‑directors receive no additional compensation as directors . |
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus | Goals established by Board/Comp Committee; plan allows GAAP or non‑GAAP and discretionary adjustments | Not disclosed | Not disclosed | Not disclosed | Determined annually under Executive Incentive Compensation Plan . |
| RSU Grant | Service‑based | N/A | 400,000 RSUs granted 5/1/2025 | N/A | 25% vests on the first “Quarterly Vesting Date” on/after 1‑year anniversary; remainder vests quarterly over 3 years, subject to continued employment . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| New‑hire RSUs | 400,000 RSUs granted May 1, 2025 . |
| Potential dilution context | 400,000 RSUs equal ~0.33% of 120,546,077 shares outstanding as of Apr 17, 2025 (calculation: 400,000 / 120,546,077), noting RSUs are not outstanding shares . |
| Beneficial ownership reporting | As of Mar 31, 2025, Stepien was not included in the beneficial ownership table (pre‑start date) . |
| Hedging/Pledging | Company policy prohibits hedging, short sales, derivatives, and pledging/margining of company stock by employees and directors . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in the 2025 proxy . |
Employment Terms
| Term | Provision |
|---|---|
| Employment status | At‑will; may be terminated by either party at any time, for any reason . |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason, base salary continuation for 6 months, subject to an effective release . |
| Change‑in‑control | 8‑K offer letter does not disclose CIC‑specific enhancements for Stepien . |
| Equity vesting on separation | No additional acceleration disclosed for Stepien beyond plan terms; RSU vesting is service‑based . |
| Indemnification | Will enter the Company’s standard indemnification agreement . |
| Clawback | All awards subject to Company clawback policy and applicable listing standards/Dodd‑Frank . |
| Non‑compete / non‑solicit | Not disclosed in 8‑K . |
Board Governance
- Role: Class I director effective May 1, 2025; term runs until the 2026 annual meeting; no committee assignments .
- Independence: As an employee‑director, he is not independent under NYSE rules; Board maintains a majority of independent directors (5 of 6 as of 2025 proxy) .
- Board leadership: Chair and CEO roles are separated; independent directors hold executive sessions .
Director Compensation
- Employee‑directors receive no additional director compensation; outside director cash/equity retainers apply only to non‑employee directors .
Compensation Committee Analysis
- Members: Wen Hsieh (Chair), Donald Dixon, Livingston Satterthwaite; all independent .
- Consultant: Compensia engaged; committee found no conflicts; supports peer benchmarking and overall program design .
- Risk oversight: Compensation committee assesses risks related to executive pay; retains discretion under the Executive Incentive Compensation Plan .
Performance & Track Record
- Achievements cited by AMPX: Led commercialization initiatives at South 8; extensive operating leadership in battery/energy storage and semiconductor equipment at Applied Materials .
- Prior board/industry credentials: Director roles at Primus Power and Euro Manganese; 11 battery patents; MIT engineering degrees .
- Company‑level TSR/revenue/EBITDA during Stepien’s AMPX tenure are not disclosed in filed documents to date .
Risk Indicators & Red Flags
- Related‑party transactions: Company reports no Item 404(a) related‑party transactions involving Stepien and no arrangements tied to his selection other than the offer letter .
- Hedging/pledging: Prohibited by policy (reduces alignment risk concerns) .
- Clawback: Implemented per listing standards/Dodd‑Frank (mitigates misconduct risk) .
- Say‑on‑Pay: As an Emerging Growth Company, AMPX is not yet required to hold say‑on‑pay votes or provide pay‑versus‑performance disclosure .
Other Directorships & Interlocks
- Current public board: Euro Manganese (TSX‑V/ASX: EMN) .
- Private/other boards: Primus Power .
- The 8‑K indicates no disclosable related‑party transactions or arrangements tied to his appointment under Item 404(a) .
Compensation Structure Observations
- Greater equity mix: RSU grant (service‑based) introduces multi‑year vesting over 4 years (25% at ~1‑year, then quarterly over 3 years), creating a sustained retention and potential supply overhang cadence as tranches vest .
- Bonus discretion: Annual cash bonus goals set by Board/Comp Committee with discretion under the Incentive Compensation Plan, allowing adjustments for GAAP/non‑GAAP and one‑time items .
- Director independence: Dual role (President + Director) means Stepien is not independent; however, majority‑independent board and separated Chair/CEO reduce governance concentration risk .
Vesting Schedules and Potential Selling Pressure
- RSUs: 400,000 units; 25% vest on the first Quarterly Vesting Date on/after May 1, 2026; remaining 75% vests quarterly over the following 3 years, subject to continued employment .
- Implication: Quarterly RSU settlements beginning around mid‑2026 may create periodic supply; exact vest dates follow company “Quarterly Vesting Date” conventions .
Employment Economics (Severance and Change‑in‑Control)
- Severance multiple: 0.5x base salary (six months) for a qualified termination (non‑CIC); no CIC‑specific enhancements disclosed for Stepien in 8‑K .
- Indemnification and clawback: Standard protections and recoupment policies apply .
Investment Implications
- Alignment/retention: The 400,000 RSU award vests over four years and has an initial 12‑month cliff, promoting near‑term retention and longer‑term alignment; hedging/pledging prohibitions further align interests .
- Supply overhang: Beginning around mid‑2026, quarterly RSU settlements could add incremental supply; at grant, the RSUs equate to roughly 0.33% of shares outstanding, framing dilution context if/when settled .
- Governance balance: Although Stepien is an employee‑director (non‑independent), AMPX maintains a majority‑independent board and separates Chair/CEO roles, mitigating dual‑role governance concerns .
- Cash payout risk: Bonus structure relies on Board‑set goals with discretion under the incentive plan; absent disclosed hard targets, payout variability and discretion should be monitored via future filings .
- Severance risk: A modest six‑month base‑only severance reduces potential downside for shareholders in a transition, but also may limit retention economics absent performance upside from equity .