Steve Shevick
About Steve Shevick
Independent director of Atomera since August 2016; age 68. He chairs both the Audit Committee and the Nominating & Corporate Governance Committee and is designated an “audit committee financial expert.” Previously CFO and General Counsel at Synopsys (1995–2005), with later CFO roles at CloudPassage, Cobalt Technologies, and Percolate; currently CFO/Advisor to Superbrewed Foods (private). Education: A.B. Harvard College and J.D. Georgetown University Law Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synopsys, Inc. | General Counsel and Chief Financial Officer | 1995–2005 | Deep finance, legal, and technology licensing expertise |
| Cobalt Technologies | Chief Financial Officer | May 2008–Oct 2013 | Bio-chemical production technologies; finance leadership |
| CloudPassage, Inc. | Chief Financial Officer | Oct 2013–Jul 2018 | Cloud infrastructure security; governance and controls |
| Percolate Industries, Inc. | Chief Financial Officer | Jan 2019–Jan 2020 | Marketing software; finance leadership |
| Superbrewed Foods, Inc. | CFO/Advisor | May 2020–present | Private company; advisory CFO |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Superbrewed Foods, Inc. | CFO/Advisor | Private | Fermentation-based ingredients; ongoing role |
| — | — | — | No other public company directorships disclosed for Shevick |
Board Governance
- Independence: Board determined Shevick is independent under Nasdaq and SEC rules .
- Committee leadership: Chair, Audit; Chair, Nominating & Corporate Governance; member, Cybersecurity subcommittee (Audit) .
- Audit expertise: Identified as “audit committee financial expert” (Item 407(d), Reg S-K) .
- Attendance and engagement: In 2024, the Board held 5 meetings; all directors attended all Board and committee meetings on which they served. Audit Committee held 4, Compensation 7, Nominating & Governance 1; Cybersecurity subcommittee held 4 meetings .
- Board leadership: Separate Chair and CEO; no lead independent director; risk oversight allocated across committees, including dedicated cybersecurity oversight .
- Hedging/pledging policy: Company prohibits short sales, options, hedging transactions, margin accounts, and pledged securities for directors, officers, employees, and consultants .
- Related-party transactions: None above SEC threshold since Jan 1, 2023; policy requires disinterested director approval for any such transactions .
Fixed Compensation
| Component | Atomera Policy | 2024 Amount (Shevick) |
|---|---|---|
| Annual cash retainer (Director) | $35,000 | Included in fees |
| Audit Committee Chair fee | $20,000 | Included in fees |
| Nominating & Governance Committee Chair/member | Chair $10,000; member $5,000; if chairing >1 committee, second role paid at member rate | Included in fees (applies member rate for second chair) |
| Meeting fees | None disclosed for directors | N/A |
| Total fees earned (cash) | — | $60,000 |
Performance Compensation
| Equity Component | Grant Policy | Vesting | 2024 Grant Fair Value (Shevick) |
|---|---|---|---|
| Annual director equity grant (restricted stock) | $95,000 value; granted at Annual Meeting | Vests on earlier of 1 year from grant or next Annual Meeting date | $71,777 |
| Performance metrics tied to director equity | None disclosed; time-based vesting only | Time-based | None |
Note: Atomera implemented PSUs for executives in FY2025 with vesting based on relative TSR, in response to shareholder feedback; this applies to NEOs, not non-employee directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company board interlocks disclosed for Shevick |
Expertise & Qualifications
- Finance and legal: Former CFO and General Counsel of Synopsys; extensive technology licensing experience .
- Audit and controls: Audit committee financial expert; chairs Audit; oversees auditor engagement and related-party transaction reviews .
- Governance: Chairs Nominating & Corporate Governance; leads board evaluations and director nominations .
- Industry: Multi-decade exposure to software and technology firms serving semiconductors and security .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Unvested RSAs (shares) | Notes |
|---|---|---|---|---|
| Steve Shevick | 110,529 | 0.36% (110,529 ÷ 30,703,865) | 16,313 | Company table marks “<1%”; outstanding shares 30,703,865 as of Feb 15, 2025 |
- Director stock ownership guidelines: Non-employee directors must own shares with a value ≥ 3× annual cash retainer; 3-year compliance window from Feb 23, 2023; company states directors meet or still have time to meet guidelines .
- Hedging/pledging: Prohibited, enhancing alignment and reducing risk of forced sales .
Governance Assessment
- Strengths: Dual committee chair roles (Audit; Nominating & Governance) and audit committee financial expert designation signal strong oversight of reporting, controls, and board effectiveness; full attendance across Board and committees in 2024 indicates engagement; dedicated cybersecurity oversight with Shevick participating .
- Alignment: Meaningful share ownership with ongoing time-based equity awards; director ownership guidelines in place; company-wide prohibition on hedging/pledging .
- Shareholder feedback and responsiveness: 2024 say‑on‑pay passed with 55% approval; Board responded by instituting executive PSUs tied to rTSR and moving NEO change‑in‑control protections to double‑trigger contracts (effective Mar 3, 2025) .
- Potential watch items: No lead independent director (though majority independent board and strong committee structure); director equity not performance‑based (time‑based RSAs), common in microcap tech but investors may prefer performance linkage for directors .
- Conflicts: No related‑party transactions with directors since Jan 1, 2023; independence affirmed; no disclosed public interlocks for Shevick .