Robert Mears
About Robert Mears
Dr. Robert Mears is the founder of Atomera and has served as Chief Technology Officer since inception; he previously served as President until October 2015. He holds an Emeritus Fellowship at Pembroke College, Cambridge, has authored or co-authored approximately 180 publications and numerous patents, and is credited with co-developing transformative long-distance optical networking technology in the late 1980s . Age 64 and tenure since inception indicate deep technical stewardship. Company performance during his recent tenure shows minimal revenue, persistent negative EBITDA and net income, and declining TSR from the 2021 baseline:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $382,000* | $550,000* | $135,000* |
| EBITDA ($USD) | $(16,220,000)* | $(19,454,000)* | $(18,208,000)* |
| Net Income ($USD) | $(17,441,000)* | $(19,790,000)* | $(18,435,000)* |
Values retrieved from S&P Global.*
| TSR – $100 initial investment (12/31/2021 baseline) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value at year-end ($) | $30.91 | $34.84 | $57.65 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atomera | President | Inception–Oct 2015 | Led early company development and technology roadmap |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pembroke College, Cambridge | Emeritus Fellow | Not disclosed | Academic recognition; reinforces technical credibility |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $312,500 | $327,500 | $345,000 |
| Bonus ($) | $72,000 | $109,148 | $148,500 |
| Target Bonus (% of base) | 45% (policy continued) | 45% | 45% |
| Realization/Payout | Not disclosed | 100% | 89% |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Corporate Objectives (Cash Bonus, 2024) | 100% | 45% of base | 89% achievement | $139,374 | Cash paid in 2025 |
| Annual Corporate Objectives (Cash Bonus, 2023) | 100% | 45% of base | 100% achievement | $148,500 | Cash paid in 2024 |
| Equity – 2024 Grants (Feb 21, 2024) | ~60% Options / ~40% RSAs | Mix-based | N/A | Options: 60,784; RSAs: 30,960 | Options and RSAs vest in 16 equal quarterly installments over 4 years; options 10-year term; strike $6.46 |
| Equity – 2023 Grants (Feb 23, 2023) | ~60% Options / ~40% RSAs | Mix-based | N/A | Options: 53,472; RSAs: 26,832 | Same vest schedule; strike $6.56 |
| Equity – 2022 Grants | N/A | N/A | N/A | Options: 28,144; RSAs: 13,200 | Same vest schedule; strike $14.54 |
Additional 2025 change: PSUs added with vesting based on relative TSR beginning FY 2025, improving pay-for-performance linkage .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 499,003 shares; 1.6% of outstanding |
| Components | Includes 2,666 shares held by spouse; 365,471 shares issuable upon exercise of currently exercisable options; 44,764 RSAs subject to release |
| Stock Ownership Guidelines | NEOs (non-CEO) required to hold 3× base salary; 5-year compliance window from Feb 23, 2023; NEOs meet or have time remaining |
| Hedging/Pledging | Prohibited: short sales, publicly-traded options, hedging, margin accounts, pledged securities, standing/limit orders |
| Outstanding Equity Awards (12/31/2024) | See table below |
Outstanding options and unvested stock (Mears, 12/31/2024):
| Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|
| 18,115 | — | 7.65 | 10/12/2026 |
| 90,843 | — | 7.01 | 3/20/2027 |
| 48,656 | — | 5.64 | 3/2/2028 |
| 21,041 | — | 3.90 | 2/27/2029 |
| 109,872 | — | 4.06 | 3/11/2030 |
| 13,035 | 869 | 22.38 | 3/4/2031 |
| 19,349 | 8,795 | 14.54 | 2/23/2032 |
| 23,394 | 30,078 | 6.56 | 2/23/2033 |
| 11,397 | 49,387 | 6.46 | 2/21/2034 |
| Unvested RSAs | 44,764 shares; MV $519,262 at $11.60 close (12/31/2024) |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | March 3, 2025 (effective) |
| Initial Term | 3 years; auto-renews for successive 1-year terms |
| Severance (non-CIC) | If terminated without cause or for good reason: 12 months base salary plus up to 12 months health insurance benefits |
| Change-in-Control | Double-trigger implemented: benefits only if both a CIC and a qualifying termination within specified window |
| Equity Acceleration | Upon CIC + qualifying termination, equity acceleration provided under officer agreements |
| Example Potential Payments (12/31/2024) | Cash severance $174,000; equity acceleration on CIC $789,316 |
| Clawback Policy | Adopted in 2023; compliant with SEC/Nasdaq; recoups excess incentive-based comp after restatements |
| Hedging/Pledging Policy | Prohibited (see above) |
Compensation Structure Analysis
- Mix and trend: 2022–2024 compensation reflects steady base increases ($312.5k → $345k) and rising equity grant values; bonuses tied to corporate objectives paid at 100% in 2023 and 89% in 2024 .
- Equity instruments: Heavy use of options and RSAs with quarterly vesting promotes retention but limited direct financial metric link pre-2025; 2025 introduction of PSUs based on rTSR improves pay-performance alignment .
- Governance response: Shareholder feedback led to double-trigger CIC and clawback disclosure enhancement, addressing prior single-trigger concerns and transparency gaps .
Compensation Peer Group (Benchmarking)
- Peer set used (approved Sept 2023): Akoustis Technologies, Amtech Systems, AXT, CEVA, CVD Equipment, Everspin, GSI Technology, inTEST, Kopin, Luna Innovations, Netlist, nLight, NVE, Pixelworks, QuickLogic, SkyWater Technology, Techpoint, Transphorm .
- Targeting: ~50th percentile for cash (base + bonus) and ~75th percentile for long-term equity; Atomera ranked 54th percentile by market cap within the peer group at approval .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 55% (low support) .
- Company actions: Adopted PSUs with rTSR for 2025, implemented double-trigger CIC, enhanced clawback disclosure .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $382,000* | $550,000* | $135,000* |
| Net Loss ($USD) | $(17,441,000) | $(19,790,000) | $(18,435,000) |
Values retrieved from S&P Global.* Net losses are cited from the proxy’s pay-vs-performance table.
Major operational highlights: Signed commercial license enabling STMicroelectronics to manufacture and ship MST-enabled products (Apr 26, 2023) . Ongoing investor presentations and collaborations signal continued commercialization efforts, though revenue remains de minimis and losses persist .
Risk Indicators & Red Flags
- Low say-on-pay support (55%) indicates investor concern over pay alignment .
- Historical single-trigger CIC replaced with double-trigger (positive governance change) .
- No related party transactions above thresholds since Jan 1, 2023 (clean) .
- Hedging/pledging prohibition reduces misalignment risk .
- Insider trading analysis: Form 4 data not present in available tools; recommend monitoring for 10b5-1 plan filings and sales pressure nearer large vest cliffs. (No Form 4s returned via our document search; use insider-trades skill for ongoing monitoring.)
Equity Ownership & Alignment (Detailed)
| Ownership Item | Amount/Status |
|---|---|
| Shares owned (%) | 1.6% of 30,703,865 shares outstanding as of Feb 15, 2025 |
| Options – exercisable | 365,471 shares exercisable within 60 days |
| RSAs – subject to release | 44,764 shares |
| Spousal holdings | 2,666 shares |
| Guidelines compliance | NEOs meet or have remaining time (3× base salary for non-CEO) |
Employment Contracts & Economics (Change-in-Control)
| Element | Description |
|---|---|
| CIC trigger | Double-trigger required (CIC + qualifying termination) |
| Equity treatment | Acceleration upon double-trigger; committee-defined |
| Tax gross-ups | Not disclosed (none indicated) |
| Non-compete/Non-solicit | Not disclosed |
| Auto-renewal | 1-year renewals post initial 3-year term |
Investment Implications
- Alignment improving but not yet complete: 2025 PSUs tied to rTSR and double-trigger CIC are positive steps; historical reliance on time-based options/RSAs offered retention but weaker performance linkage during a period of negative earnings and limited revenue .
- Retention risk moderate: Quarterly vesting and fresh 2024 grants support retention; severance of 12 months base plus benefits and equity acceleration under double-trigger CIC provides stability .
- Selling pressure watchpoints: Quarterly vest schedules can create periodic supply; lack of accessible Form 4s in this dataset suggests setting up real-time insider-monitoring to assess 10b5-1 plans and sales cadence (recommend insider-trades skill).
- Governance trajectory: Board responsiveness (PSUs, double-trigger, clawback disclosure) addresses shareholder concerns; still, 2024’s 55% say-on-pay indicates ongoing scrutiny of pay-for-performance alignment amid persistent losses .