Michael Ludwig
AMTECH SYSTEMSAbout Michael M. Ludwig
Independent director at Amtech Systems, Inc. (ASYS), age 63, serving since January 2023. Former CFO of Rogers Corporation and FormFactor, with earlier finance roles at Elo TouchSystems and Beckman Coulter; began career in public accounting at Arthur Young. Holds a B.S. in Business Administration and Accounting from California State Polytechnic University, Pomona; chairs the Nominating & Governance Committee and sits on the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rogers Corporation | Senior Vice President, Chief Financial Officer & Treasurer | Sep 2018 – May 2021 | Public company CFO; engineered materials exposure |
| FormFactor, Inc. | Senior Vice President & Chief Financial Officer | May 2011 – Mar 2018 | Public company CFO; semiconductor test equipment |
| Elo TouchSystems, Inc. | Senior financial management positions | Not disclosed | Operational finance leadership |
| Beckman Coulter | Senior financial management positions | Not disclosed | Operational finance leadership |
| Arthur Young | Public accounting | Not disclosed | Accounting foundation |
External Roles
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| Other public company directorships | — | Not disclosed | No current external public boards disclosed for Ludwig |
Potential interlock context: ASYS CEO Robert Daigle spent ~30 years at Rogers (CTO and other roles), while Ludwig was Rogers CFO; shared prior employer may facilitate information flow but no related-party transactions are disclosed .
Board Governance
| Item | Detail |
|---|---|
| Independence | Identified as independent director under Nasdaq/SEC standards |
| Committee assignments | Audit (member); Compensation (member); Nominating & Governance (Chair) |
| Committee meeting cadence (FY2024) | Audit 9; Compensation 2; Nominating & Governance 2 |
| Attendance | All directors met ≥75% attendance threshold; Board held 8 meetings in FY2024 |
| Lead Independent Director | Michael Garnreiter (Board has combined Chair/CEO with LID appointed) |
| Executive sessions | Audit Committee meets with auditors without management present; committee executive sessions held regularly |
Fixed Compensation
| Component | FY2024 Amount/Policy | Notes |
|---|---|---|
| Cash fees (Ludwig) | $47,500 | Fees earned/paid in cash |
| Equity awards (Ludwig) | $40,001 grant-date fair value | RSUs; vest on one-year anniversary |
| Total (Ludwig) | $87,501 | Cash + equity |
| Standard board retainers | Non-employee director $40,000 cash annual retainer; Chairperson $75,000 cash annual retainer | Paid quarterly pro rata |
| Committee chair retainers | Audit $15,000; Compensation $7,500; Nominating & Governance $7,500 | Paid quarterly pro rata |
| Standard equity for non-employee directors | $40,000 RSUs upon each re-election; one-year vesting | Beginning in 2023; CEO does not receive director RSUs while employed |
Performance Compensation
| Award Type | Shares/Units | Grant-date FV | Vesting/Performance Metrics | Status |
|---|---|---|---|---|
| RSUs (director annual grant) | 8,299 unvested (as of 9/30/2024) | $40,001 | Time-based; vest on Mar 6, 2025; no performance conditions disclosed | Scheduled to vest Mar 6, 2025 |
No director performance-based metrics (e.g., TSR, EBITDA) are disclosed for non-employee directors; RSUs vest on time-based schedule .
Other Directorships & Interlocks
| Entity | Relationship | Governance Consideration |
|---|---|---|
| Kokino/large holders on ASYS Board (Averick) | Averick is a director and portfolio manager; 19.7% beneficial ownership tied to Kokino-related clients | Board features a significant shareholder representative; highlights concentration of ownership; no related-person transactions in 2024 |
| Rogers Corporation | Shared past employer with ASYS CEO | Potential information flow; no transactions disclosed |
Expertise & Qualifications
- Extensive public-company CFO experience across engineered materials and semiconductor testing; strong financial oversight background beneficial for Audit and Compensation committees .
- Academic credentials in accounting; public accounting foundation at Arthur Young; supports “financially literate” requirement for Audit Committee members .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Unvested RSUs | Notes |
|---|---|---|---|---|
| Michael M. Ludwig | 24,988 | <1% | 8,299 scheduled to vest by Mar 6, 2025 | % based on 14,289,066 shares outstanding; RSUs vest within 60 days of record date |
| Pledging/Hedging | Prohibited by insider trading policy | — | — | Company policy forbids hedging and pledging for directors/officers |
Vested vs unvested: Proxy notes 8,299 unvested RSUs; other awards held are fully vested as of 9/30/2024 .
Governance Assessment
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Strengths:
- Independent director; chairs Nominating & Governance; serves on Audit and Compensation—positions of oversight influence .
- Good attendance culture (≥75%) and active committees; clear charters and cadence; Audit Committee conducts executive sessions with auditors .
- Anti-hedging/anti-pledging and clawback policies adopted; alignment with governance best practices .
- Director equity grant uses time-based RSUs with one-year vesting; consistent and reasonable annual retainer structure .
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Watch items / potential red flags:
- Combined Chair/CEO structure persists (mitigated by Lead Independent Director); monitor board independence and executive session robustness .
- Significant shareholder representation on Board (Averick ~19.7% beneficial ownership across related entities); while no related-person transactions in 2024, concentration warrants ongoing oversight of conflicts management .
- Equity plan amendment increases share reserve; although plan prohibits repricing without shareholder approval and caps director awards at $250k/year, monitor dilution and grant practices over time .
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Conflicts/related-party exposure:
- Company reports no related-person transactions >$120,000 in 2024 and has formal review policy for such transactions .
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Compensation alignment:
- Director pay is modest (cash + RSU ~$87.5k for Ludwig), with equity component that vests in one year; no performance-based director compensation disclosed, typical for small-cap governance .
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Attendance and engagement:
- Board met 8 times; all directors met ≥75% attendance; committee activity documented—indicates engaged oversight .