Robert Averick
AMTECH SYSTEMSAbout Robert M. Averick
Independent director (age 58), serving since January 2016 with prior board service in 2005–2006. Portfolio Manager at Kokino LLC since 2012; holds a BA in Economics (University of Virginia) and an MBA in Finance (Wharton). He and entities to which Kokino provides investment services beneficially own approximately 19.7% of ASYS; he chairs the Compensation Committee and serves on the Audit and Nominating & Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amtech Systems, Inc. (ASYS) | Director | Jan 2016–present; prior service 2005–2006 | Chair, Compensation; Member, Audit and Nominating & Governance |
| Kokino LLC | Portfolio Manager | 2012–present | Small-cap, value-driven public equity portfolio management |
| Key Technology, Inc. | Director | Until 2018 | Director until sale of the company in 2018 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gulf Island Fabrication, Inc. | Director | Current | Member, Compensation; Member, Corporate Governance & Nominating |
| PhoneX Holdings, Inc. (OTC) | Chairman | Current | Board leadership role |
Board Governance
- Committee assignments: Compensation (Chair), Audit (Member), Nominating & Governance (Member) .
- Independence: Designated independent director under Nasdaq/SEC standards; majority of board independent in FY2024; all standing committees fully independent .
- Attendance/engagement: Board met 8 times in FY2024; no director attended less than 75% of meetings; all directors attended the 2024 annual meeting . Committee meetings: Audit 9; Compensation 2; Nominating & Governance 2 .
- Board leadership structure: CEO also serves as Chair; Lead Independent Director (Michael Garnreiter) appointed .
Fixed Compensation
| Component | FY2024 Amount |
|---|---|
| Cash Retainer (Non-Employee Member) | $40,000 |
| Committee Chair Fee (Compensation Committee) | $7,500 |
| Total Cash Fees Earned | $47,500 |
| RSU Stock Awards (Grant-Date Fair Value) | $40,001 |
| Total FY2024 Director Compensation | $87,501 |
| Unvested RSUs (as of 9/30/2024) | 8,299 RSUs scheduled to vest 3/6/2025 |
| Standard Director Equity Practice | $40,000 RSUs upon re-election; 1-year vest |
| Non-Employee Director Award Cap | $250,000 per calendar year (aggregate grant-date fair value) |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-Based Equity (PSUs) | None disclosed for directors; RSUs are time-based (1-year vest) |
| Option Awards to Directors (FY2024) | None disclosed for directors; 2024 director table shows only RSUs |
| Clawback Policy | Adopted Sept 26, 2023; recovery of excess incentive comp upon restatement (3-year lookback) |
| Anti-Hedging/Pledging | Hedging and pledging of Company stock prohibited for directors/officers/employees |
Note: As Compensation Committee Chair, Averick oversaw the shift of executive cash bonus metric from ROIC to EBITDA for FY2025 to incentivize profitability and balance sheet management .
Other Directorships & Interlocks
| Company | Relationship to ASYS | Potential Interlocks/Conflicts |
|---|---|---|
| Gulf Island Fabrication, Inc. | Unrelated industry; no ASYS transaction disclosed | None disclosed; committee roles at GIFI noted |
| PhoneX Holdings, Inc. | Unrelated OTC company | None disclosed |
| Key Technology, Inc. (prior) | Historical role; company sold in 2018 | None disclosed |
- Related-party transactions: None in FY2024 above $120,000; board policy requires Nominating & Governance and Audit Committees to review any related-person transactions; interested directors recused .
Expertise & Qualifications
- Finance and strategy expertise; 20+ years as small-cap, value-driven public equity portfolio manager .
- Education: BA Economics (University of Virginia); MBA Finance (Wharton) .
- Committee experience across Compensation, Audit, and Nominating & Governance at ASYS and other public boards .
Equity Ownership
| Category | Shares |
|---|---|
| Total Beneficial Ownership | 2,817,799 (19.7% of outstanding) |
| Personal (Robert M. Averick) | 506,000 |
| Spouse | 11,000 |
| Custodial account (family member) | 500 |
| Options exercisable within 60 days | 42,000 |
| RSUs vesting within 60 days | 8,299 |
| Cornice Fiduciary Mgmt LLC (Trust) | 1,386,312 |
| M3C Holdings LLC | 263,688 |
| Piton Capital Partners LLC | 600,000 |
| Shares Outstanding (Record Date) | 14,289,066 |
- Pledging/Hedging: Company policy prohibits pledging and hedging by directors; no pledges disclosed for Averick .
Governance Assessment
-
Strengths
- Deep finance/strategy experience; multi-committee leadership and service at ASYS and other public boards .
- Strong engagement: high attendance and participation across Board and committees in FY2024 .
- Alignment: significant beneficial ownership (19.7%) aligns incentives with shareholders .
- Policy safeguards: anti-hedging/pledging policy; clawback policy; equity plan prohibits option/SAR repricing and caps non-employee director awards at $250k/year .
- Compensation oversight: led change to EBITDA-based cash bonus metric for executives in FY2025, emphasizing profitability .
-
Watch items / Red flags
- Potential conflict of interest risk: outsized stake (19.7%) and role as Kokino portfolio manager with clients owning significant ASYS shares could concentrate influence while chairing Compensation; independence affirmed under Nasdaq/SEC, but governance risk should be monitored .
- Board leadership concentration: CEO also serves as Chair; mitigated by Lead Independent Director structure but remains a governance sensitivity .
- Related-party exposure: none disclosed in FY2024; continue monitoring given large affiliated ownership and investment relationships .