Michael Garnreiter
AMTECH SYSTEMSAbout Michael Garnreiter
Independent director of Amtech Systems, Inc. since February 2007; appointed Lead Independent Director in May 2020 . Age 72 as disclosed in the director roster . Certified Public Accountant (Arizona) and Certified Fraud Examiner; BS in Accounting and Business Administration from California State University Long Beach . Designated “audit committee financial expert” under SEC rules and chairs the Audit Committee; also serves on Compensation and Nominating & Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LeVecke Corporation (private) | Interim Chief Financial Officer | “past three years,” retired early 2023 | Finance leadership in distilled spirits bottling |
| Shamrock Foods (private) | VP Finance & Treasurer | Retired Dec 2015 | Food manufacturing/distribution finance leadership |
| Fenix Financial Forensics | Managing Director | Jan 2010–Aug 2012 | Litigation and financial consulting |
| Rising Sun Restaurant Group LLC | Managing Member | Aug 2006–Jan 2010 | Restaurant operations |
| New Era Restaurants, LLC | President | Dec 2008–Dec 2009 | Restaurant operations |
| Main Street Restaurant Group (public) | Chief Financial Officer | 2002–2006 | Public company CFO; restaurant sector |
| Arthur Andersen LLP | Senior Audit Partner | 1976–2002 | Audit, accounting leadership |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Axon Enterprise, Inc. | Chairman | Public | Board leadership |
| Knight-Swift Transportation Holdings Inc. | Director | Public | Board member |
| Banner Health | Director | Non-profit/health system | Board member |
Board Governance
- Lead Independent Director since May 2020; Board Chair and CEO roles combined, with lead director duties assigned per Corporate Governance Guidelines .
- Committee memberships: Audit (Chair), Compensation (member), Nominating & Governance (member) .
- Independence: Majority of board independent; all members of Audit, Compensation, and Nominating & Governance are independent; Garnreiter listed as independent .
- Attendance: Board met 8 times in FY2024; Audit 9; Compensation 2; Nominating & Governance 2. No director attended less than 75% of aggregate board and relevant committee meetings; all attended the 2024 annual meeting .
- Audit oversight: Audit Committee charter updated in 2022; meets with auditors without management; submitted FY2024 audit report recommendation; Garnreiter signed as Audit Chair .
- Auditor transition: Grant Thornton dismissed March 1, 2024 after competitive bid; KPMG selected for FY2024+; 2023 material weaknesses identified in IT general controls and controls over non-routine/complex transactions (goodwill/intangibles valuations) .
Fixed Compensation
| Component | FY2024 Amount ($) | Detail |
|---|---|---|
| Board cash retainer (non-employee member) | 40,000 | Paid pro rata quarterly |
| Audit Committee Chair fee | 15,000 | Chair premium |
| Compensation Committee member fee | 0 | Member fee not listed; chair premium is $7,500 (not applicable) |
| Nominating & Governance member fee | 0 | Member fee not listed; chair premium is $7,500 (not applicable) |
| Total cash fees (FY2024) | 55,000 | Reported for Garnreiter |
| Equity Grant | Grant Date | Award Type | Grant Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual director grant | Upon re-election (2024 cycle) | RSUs | 40,001 | RSUs vest on 1-year anniversary; 8,299 unvested RSUs scheduled to vest March 6, 2025 |
Notes: Annual RSU policy since 2023 provides $40,000 to non-employee directors upon each re-election; the Chairman (if an employee) does not receive director RSUs .
Performance Compensation
| Element | FY2024 Disclosure | Metrics/Terms |
|---|---|---|
| Performance-based director pay | None disclosed | Annual director RSUs time-based vesting; no performance metrics indicated |
Other Directorships & Interlocks
| External Company | Sector | Role | Potential Interlock with ASYS |
|---|---|---|---|
| Axon Enterprise, Inc. | Public; public safety technology | Chairman | No ASYS-related transactions disclosed; Company reports no related-party transactions >$120k in FY2024 |
| Knight-Swift Transportation Holdings Inc. | Public; trucking | Director | No ASYS-related transactions disclosed |
| Banner Health | Health care system | Director | No ASYS-related transactions disclosed |
Expertise & Qualifications
- Financial oversight: CPA (AZ), Certified Fraud Examiner; designated “audit committee financial expert” .
- Deep audit and CFO experience across public and private companies (Arthur Andersen senior partner; public-company CFO) .
- Broad operating and consulting background (food distribution, restaurant operations, forensic finance) .
- Education: BS, Accounting & Business Administration (CSU Long Beach) .
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | Notable Components |
|---|---|---|---|
| Michael Garnreiter | 78,488 | <1% | Includes 48,000 options exercisable within 60 days and 8,299 RSUs vesting within 60 days |
Policy alignment and restrictions:
- Anti-hedging and anti-pledging policy prohibits hedging transactions and pledging or margin accounts for directors, officers, and employees .
- No related-party transactions in FY2024; Board committees review and must approve any such transactions above $120,000 .
Governance Assessment
- Board effectiveness: Garnreiter’s role as Lead Independent Director and Audit Chair, with audit committee financial expert designation, strengthens oversight amid 2023 internal control remediation and auditor transition to KPMG .
- Independence and engagement: Independent status, committee composition entirely independent, and full attendance metrics support investor confidence .
- Compensation alignment: Balanced director pay with modest cash retainers and time-based RSUs (total FY2024 ~$95k for Garnreiter) indicates low risk of pay misalignment; annual RSU grants are capped by plan limits (non-employee director awards ≤$250k/year) .
- Ownership alignment: Beneficial ownership with options and RSUs; anti-hedging/pledging policy reduces misalignment risk; no related-party transactions reported in FY2024 .
RED FLAGS and watch items:
- Historical material weaknesses in internal controls (FY2023) require continued audit committee vigilance; auditor change and 2024 internal control audit coverage are mitigating signals but warrant monitoring .
- Concentrated shareholder influence via another director (Averick at ~19.7%) could affect board dynamics; continued performance of executive sessions and independent committee leadership (including Garnreiter) is an important counterbalance .