Suja Ramnath
About Suja Ramnath
Suja Ramnath, age 56, is an independent director of Atomera Incorporated, serving since December 2021. She is President and CEO of Integra Technologies (high‑performance power RF semiconductors) since February 2017; previously Division General Manager for transceivers at Analog Devices (Oct 2015–Feb 2017). She holds a B.S. in Electrical Engineering from Northeastern University and has served in various senior semiconductor roles since 1991.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Analog Devices | Division General Manager, Transceivers | Oct 2015 – Feb 2017 | Led transceiver technology platform; senior P&L/engineering leadership |
| Multiple semiconductor companies | Senior and business development roles | 1991 – 2015 | Industry operating experience across product, BD, and leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Integra Technologies | President & CEO | Feb 2017 – present | Developer of high‑performance power RF semiconductors for defense/aerospace |
| Other public company boards | None disclosed | — | No other public directorships listed in Atomera’s proxy biographies |
Board Governance
- Independence: Independent director under Nasdaq and SEC rules; Board majority independent.
- Committee assignments: Audit Committee member; Compensation Committee member; Chair, Cybersecurity Subcommittee of the Audit Committee.
- Meeting cadence and attendance (2024): Board 5 meetings; Audit Committee 4; Cybersecurity Subcommittee 4; Compensation Committee 7; all directors attended all Board and committee meetings.
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit Committee | Member | 4 | All directors attended meetings of committees they served on |
| Compensation Committee | Member | 7 | All directors attended meetings of committees they served on |
| Cybersecurity Subcommittee | Chair | 4 | Subcommittee tasked with policies/third‑party/internal audits oversight |
Fixed Compensation
Director fee schedule (policy):
| Board Position | Annual Retainer (Cash) |
|---|---|
| Non‑employee Director | $35,000 |
| Chairman of the Board | $30,000 |
| Audit Committee Chair | $20,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Chair | $15,000 |
| Compensation Committee Member | $7,500 |
| Nominating & Governance Chair | $10,000 |
| Nominating & Governance Member | $5,000 |
Suja Ramnath – actual director compensation:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $50,625 | $52,500 | $52,500 |
| Restricted Stock Award ($) (grant‑date fair value) | $292,334 | $138,447 | $71,777 |
| Total ($) | $342,959 | $190,947 | $124,277 |
- Director equity grants: Company policy grants annual equity with $95,000 value to non‑employee directors; vests on earlier of one year from grant or next annual meeting.
Performance Compensation
| Item | 2024 Policy/Disclosure |
|---|---|
| Performance metrics tied to director equity | None disclosed for non‑employee directors; annual grants are restricted stock awards (time‑based vesting). |
| Vesting terms | Director equity vests on earlier of one year from grant or next year’s annual meeting. |
| Compensation consultant independence | Compensia engaged by Compensation Committee; independence assessed—no conflicts of interest. |
Other Directorships & Interlocks
| Company | Role | Board/Committee Positions | Potential Interlocks/Conflicts |
|---|---|---|---|
| Integra Technologies | President & CEO | Not a disclosed Atomera board/committee | No related‑party transactions with directors/officers since Jan 1, 2023; none disclosed involving Integra. |
| Other public company boards | None disclosed | — | None disclosed in Atomera filings. |
Expertise & Qualifications
- Semiconductor leadership: Executive experience since 1991 spanning productization, BD, and operations in RF/power semis.
- Financial literacy: Audit Committee members meet Nasdaq financial literacy requirements.
- Cybersecurity oversight: Chairs Cybersecurity subcommittee overseeing NIST/ISO‑based assessments, vulnerability testing, and training.
Equity Ownership
| Metric | Feb 15, 2024 | Feb 15, 2025 |
|---|---|---|
| Total shares beneficially owned | 34,008 (includes 20,485 RSAs subject to release) | 52,551 (includes 19,023 RSAs subject to release) |
| % of shares outstanding | <1% | <1% |
| Options (exercisable/unexercisable) | Not disclosed for Suja (non‑employee director) | Not disclosed for Suja (non‑employee director) |
- Hedging/pledging: Company prohibits short sales, publicly‑traded options, hedging transactions, margin accounts, and pledged securities for directors, officers, employees, consultants.
- Director stock ownership guidelines: Minimum holdings equal to 3× annual cash retainer; 3‑year compliance window from Feb 23, 2023; directors meet requirements or still have time.
Governance Assessment
- Board effectiveness: Independent status, full attendance, and leadership as Cybersecurity subcommittee chair indicate strong engagement and oversight.
- Compensation alignment: Director pay uses modest cash retainer with equity vesting aligned to annual meeting cycle; consultant independence confirmed.
- Shareholder feedback signals: 2024 say‑on‑pay received 55% approval; company responded by adopting PSUs with rTSR metrics for 2025 and moving to double‑trigger CIC provisions for executives, addressing investor concerns.
- 2025 annual meeting outcomes (for context): Say‑on‑pay votes—For 7,395,432; Against 3,061,083; Withheld 171,730; Broker non‑votes 9,108,362.
- Conflicts/related party transactions: None disclosed with directors/officers since Jan 1, 2023, mitigating related‑party risk.
- Clawback and codes: Executive clawback policy implemented (Oct 2023) and robust codes of conduct/insider trading policies strengthen governance.
RED FLAGS: None material disclosed related to attendance, related‑party transactions, hedging/pledging, or director compensation structure. 2024 say‑on‑pay approval at 55% flagged investor concerns, which the Board addressed in 2025 with PSUs and double‑trigger CIC enhancements.