Robert Daigle

About Robert C. Daigle

Robert C. Daigle (61) is President, Chief Executive Officer, and Chairman of the Board of Amtech Systems (ASYS). He joined the Board on August 12, 2021, became Chairman on May 11, 2022, and was appointed CEO on August 8, 2023. He holds a B.S. in Chemical and Materials Engineering from the University of Connecticut and an MBA from Rensselaer Polytechnic Institute, and previously served ~30 years at Rogers Corporation, including as Chief Technology Officer from 2013–2022 . Under Daigle’s tenure, company TSR declined from $74.37 to $50.74 (value of $100 investment) from FY 2022 to FY 2024, while net income moved from $17.4 million to a loss of $8.5 million over the same period . Revenues fell from $106.3 million (FY 2022) to $101.2 million (FY 2024) ; EBITDA moved from $6.6 million to $2.1 million over the same period (FY 2022–FY 2024) [Values retrieved from S&P Global].

Past Roles

External Roles

Fixed Compensation

Notes:

• FY 2024 “All Other” includes $11,839 401(k) match plus HSA and lifestyle spending contributions .

Performance Compensation

Annual Incentive

Equity Incentives (Awards and Vesting)

Plan safeguards:

• No repricing of underwater options/SARs without shareholder approval .
• Anti-hedging and anti-pledging policy prohibits hedging and pledging/margin accounts (adopted FY 2023) .

Equity Ownership & Alignment

Upcoming vesting-related events (potential supply/flow considerations):

• 400,000 option tranches vest on Feb 8, 2025 and Aug 8, 2025 .

Employment Terms

Board Governance (Director Service, Committees, Dual-Role Implications)

• Daigle serves as combined CEO and Chairman; Corporate Governance Guidelines state best practice is role separation; the Board appointed Michael Garnreiter as Lead Independent Director following Daigle’s CEO appointment .
• Committees are fully independent: Audit (Chair: Garnreiter; members: Averick, Ludwig), Compensation (Chair: Averick; members: Garnreiter, Ludwig), Nominating & Governance (Chair: Ludwig; members: Averick, Garnreiter) .
• Board meeting attendance: 8 meetings in FY 2024; no director attended less than 75% of meetings .
• Director compensation structure (context): Non-employee Chair retainer $75,000; non-employee member $40,000; Committee chairs receive $15,000 (Audit) and $7,500 (Comp/NomGov); annual RSUs to non-employee directors that vest in one year; employees receive no director compensation. Daigle, as an employee, received $0 as director .
• Board size and nominations: 5 members; current independent directors are Averick, Garnreiter, and Ludwig; diversity matrix disclosed; committees updated in 2022 charters .

Performance & Track Record

*Values retrieved from S&P Global.

Qualitative milestones:

• Strategy emphasis on operational and supply chain improvements announced upon CEO appointment (Aug 2023) .
• Equity program redesigned to emphasize out-of-the-money options with shorter term and accelerated vesting cadence; no bonus participation by CEO (alignment with equity upside) .

Compensation Structure Analysis

• Shift from RSUs to options: RSU grants in the original agreement were cancelled and replaced with a 400,000-share option at a premium strike and 5-year term, signaling higher performance leverage and reduced guaranteed pay; CEO forewent bonus eligibility in exchange .
• Safeguards: No option/SAR repricing without shareholder approval; anti-hedging/pledging; plan limits on non-employee director awards .
• Pay-versus-performance: Company disclosed CAP vs SCT totals; TSR and net income trends frame alignment over FY 2022–FY 2024 .

Risk Indicators & Red Flags

• Single-trigger CoC acceleration in CEO employment agreement (full vesting at change-of-control) contrasts with plan-level double-trigger standard—a governance risk to watch in M&A scenarios .
• Combined CEO/Chairman role—mitigated by Lead Independent Director designation .
• Equity overhang and limited remaining shares under plan may constrain future grants; as of Jan 13, 2025, 865,147 shares subject to awards and 21,871 shares available (context for dilution/overhang) .

Compensation Peer Group and Say-on-Pay

• Peer group composition, target percentile, and historical say-on-pay approval percentages not disclosed in the proxy sections provided; the company solicits advisory say-on-pay and states it will consider shareholder feedback in case of significant opposition .

Expertise & Qualifications

• Technical and materials engineering credentials with extensive executive experience at Rogers (CTO and prior roles), aligning with ASYS’s semiconductor capital equipment and consumables focus areas .

Work History & Career Trajectory

Equity Plan Participation (Context)

Investment Implications

• Alignment and leverage: CEO compensation is heavily option-based, including a 400,000-share grant at a $6.00 strike with a 5-year term and accelerated vesting; the grant was struck at ~25% premium to market at grant and remains out-of-the-money versus the $5.43 close on Jan 13, 2025, aligning realized value with stock appreciation . Upcoming vesting dates (Feb 8, 2025; Aug 8, 2025) may create event-driven trading signals around potential exercises/sales .
• Governance watchpoints: Single-trigger CoC acceleration in the CEO’s agreement is shareholder-unfriendly relative to the plan’s double-trigger approach; the combined Chair/CEO role persists, though mitigated by a Lead Independent Director .
• Ownership and policy discipline: Beneficial ownership of 3.6% with substantial near-term exercisability supports “skin-in-the-game,” while anti-hedging/pledging policies reduce misalignment risks .
• Performance trajectory: FY 2024 saw revenue decline and continued net losses, though EBITDA improved vs FY 2023; investors should monitor operational execution given management’s stated focus on supply chain and operations and the absence of cash bonuses for the CEO, which concentrates incentives on equity value creation .