Wade Jenke
AMTECH SYSTEMSAbout Wade Jenke
Wade M. Jenke, age 41, is Chief Financial Officer and Secretary of Amtech Systems (ASYS), appointed effective August 8, 2024. He holds a B.S. and an MBA from Arizona State University and brings 15+ years of finance and operations experience across ASSA ABLOY and HES Inc. . Company performance context during his transition: ASYS reported a net loss of $8,486k in FY2024 and cumulative TSR fell to $50.74 (from a $100 base at 9/30/2021), underscoring the importance of the 2025 shift to EBITDA-based incentives for executives below the CEO .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income (Loss) ($USD thousands) | 17,367 | (12,582) | (8,486) |
| TSR – Value of $100 Investment at start of FY2022 | $74.37 | $66.67 | $50.74 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ASSA ABLOY Opening Solutions – EMS Group | Chief Financial Officer (Business Unit) | Jan 2018–Jul 2024 | Oversaw finance for five companies with 450+ employees across global locations; led acquisition integrations, automations, and ERP implementations . |
| HES Inc. | VP Finance & Director of Accounting | Sep 2016–Dec 2018 | Senior finance leadership across public reporting, FP&A, and cost/manufacturing accounting . |
| HES Inc. | Senior Manager, Finance & Cost Analysis | Jun 2012–Aug 2016 | Cost analysis and manufacturing accounting leadership . |
Fixed Compensation
| Component | Terms | FY 2024 Actual |
|---|---|---|
| Base Salary | $280,000 per year (offer letter) | $32,308 (partial-year) |
| Benefits | Participation in 401(k) with discretionary match; group medical, life, disability, dental, vision | Included in “All Other” |
| PTO | 4 weeks vacation; 1 week sick leave per year | N/A |
| All Other Compensation | Health reimbursement and lifestyle spending contributions | $750 |
Performance Compensation
Annual Cash/RSU Bonus
- Structure: Target $140,000; paid 60% cash / 40% restricted stock; based on individual and company operational goals (at-will offer) .
- FY2024: No incentive bonuses were earned under the FY2024 program; company program (pre-change) used ROIC as the metric .
- FY2025: Compensation Committee changed cash bonus metric to EBITDA (Board to set EBITDAS threshold) .
| Plan Year | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| FY2024 | ROIC (company program) | Not disclosed | $140,000 target | $0 earned (program not achieved) | 60% cash / 40% RS (structure) |
| FY2025 | EBITDA-based (threshold set by Board) | Not disclosed | $140,000 target | Not disclosed | 60% cash / 40% RS |
Equity Awards – Stock Options
| Grant Date | Type | Shares | Exercise Price | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Aug 8, 2024 | Non-qualified Options | 30,000 | $5.37 | 10,000 on each of Aug 8, 2025/2026/2027 | Aug 8, 2034 | $87,897 (FY2024 Option Awards SCT) |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 0 shares beneficially owned as of Jan 13, 2025; <1% of shares outstanding . |
| Shares Outstanding (for % calc) | 14,289,066 as of Jan 13, 2025 . |
| Options – Exercisable | 0 within 60 days of 1/13/2025 . |
| Options – Unexercisable | 30,000 (Aug 8, 2024 grant) . |
| Pledging/Hedging | Company policy prohibits hedging and pledging by directors/officers/employees . |
| Equity Plan Exposure (CIC) | Awards under the 2022 Plan accelerate per CIC terms (see Employment Terms) . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start | Effective Aug 8, 2024 . |
| Role | Chief Financial Officer; Secretary . |
| Contract Type | At-will (offer letter) . |
| Base Salary | $280,000 per year . |
| Target Bonus | $140,000 (60% cash / 40% restricted stock), based on individual and company goals . |
| Initial Equity | 30,000 stock options; 3-year annual vesting; 10-year life . |
| Benefits/PTO | 401(k) with discretionary match; group benefits; 4 weeks vacation; 1 week sick leave . |
| Severance | No severance terms disclosed in offer letter; employment is at-will . |
| Change-in-Control (Equity) | If awards are continued/assumed and involuntary termination without cause occurs within 12 months, options become fully exercisable for one year and unvested full-value awards fully vest (double-trigger). If not assumed/continued, options and full-value awards fully vest prior to transaction (single-trigger) or may be cashed out; performance awards deemed at target pro rata to service . |
Compensation Summary (FY2024)
| Component | Amount ($) |
|---|---|
| Salary | 32,308 |
| Bonus | — (no FY2024 bonus earned) |
| Option Awards (Grant-Date Fair Value) | 87,897 |
| Stock Awards | — |
| All Other Compensation | 750 |
| Total | 120,955 |
Vesting Timeline and Potential Selling Pressure
- Option vesting tranches: 10,000 options on Aug 8, 2025; 10,000 on Aug 8, 2026; 10,000 on Aug 8, 2027 (strike $5.37; expiring Aug 8, 2034) .
- Insider trading policy prohibits hedging/pledging; sales remain subject to trading windows and company policy .
Track Record, Value Creation, and Execution Risk
- Prior track record: Oversaw finance for five companies within ASSA ABLOY’s EMS Group; led M&A back-end integrations, automations, and ERP implementations—skill set aligned with operational optimization focus at ASYS .
- FY2024 performance backdrop: Company posted net loss and declining TSR; 2025 EBITDA-based bonus design is intended to sharpen profitability focus below the CEO level .
Compensation Structure Analysis
- Shift in metrics: Company moved from ROIC to EBITDA for the FY2025 bonus plan (CEO excluded), signaling emphasis on near-term profitability and cash earnings quality .
- Mix of pay: Initial equity is entirely options with multi-year vesting, increasing at-risk pay and retention tethered to stock price appreciation; 2024 SCT shows option value $87,897 vs. partial-year salary $32,308 due to mid-year start .
- No guaranteed severance: At-will employment without disclosed severance reduces downside “parachute” risk but may elevate retention risk if equity remains out-of-the-money .
- CIC treatment: Plan-level vesting acceleration can create significant equity realization upon a transaction, typical for small-cap plans; double-trigger protection if awards are assumed .
Related Party Transactions and Red Flags
- Related party transactions: None in FY2024 above $120,000; Board policy requires review/approval for any such transactions .
- Hedging/pledging: Prohibited, reducing misalignment risk .
- Governance signals: “Say-on-Pay” advisory vote proposed for 2025; committee oversees program and made FY2025 metric changes to EBITDA .
Investment Implications
- Alignment: Jenke’s compensation is heavily at-risk via options and a 60/40 cash/RS bonus design; with no FY2024 bonus paid, forward incentives rely on achieving EBITDA thresholds and share price accretion for options to have value .
- Retention: Three-year annual option vesting (2025–2027) supports retention; lack of contractual severance increases mobility risk if equity remains out-of-the-money .
- Ownership: Currently no beneficially owned common shares; initial ownership leverage is via unvested options; policy prohibits pledging, mitigating financing-driven selling risk .
- Event risk: Equity plan’s CIC acceleration can create transaction-related realizations; monitor potential deal catalysts and Form 4 activity around August vest dates (8/8/2025, 8/8/2026, 8/8/2027) for selling pressure signals .
- Execution: Background in integrations/ERP and cost/ops finance is well-suited to ASYS’s stated operational optimization efforts; bonus metric shift to EBITDA should focus management on profit discipline amid recent losses and TSR pressure .