Andrew LaFrence
About Andrew LaFrence
Andrew D. C. LaFrence, 62, was appointed to SkyWater’s board in March 2025. He is a CPA with a B.S. in Accounting from Illinois State University and spent 26 years at KPMG, leading the Minneapolis Life Sciences practice for over a decade. He is currently CFO and SVP Finance at Nortech Systems Incorporated; prior roles include CFO, President and CEO at Vyant Bio, brief CFO tenure at KORU Medical Systems, and CFO/COO at StemoniX, with earlier CFO roles at Biothera Pharmaceuticals and Surmodics. He was recommended as a director nominee by a non-management director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Various; led Minneapolis Life Sciences practice | 26 years | Led life sciences practice; extensive accounting, audit and risk oversight experience |
| Surmodics, Inc. | Chief Financial Officer | 2013–2018 | Senior finance leadership in medical technology |
| Biothera Pharmaceuticals, Inc. | SVP & CFO | 2018–2019 | Finance leadership in life sciences |
| StemoniX, Inc. | Chief Financial Officer & Chief Operating Officer | Aug 2019–Mar 2021 | Operational and financial leadership; company merged into Vyant |
| Vyant Bio, Inc. | Chief Financial Officer; later President & CEO | Mar 2021–Dec 2023; CEO from Feb 2023 | Public-company leadership; strategic and operational oversight |
| KORU Medical Systems | Chief Financial Officer | 2023 (brief) | Short tenure CFO in medtech |
External Roles
| Organization | Role | Public Company? | Tenure | Notes |
|---|---|---|---|---|
| Nortech Systems Incorporated | CFO & SVP Finance | Yes | Since Dec 2023 | Printed circuit assembly manufacturing company |
No other public company directorships or external board seats are disclosed in the proxy for Mr. LaFrence .
Board Governance
- Independence: Board determined Mr. LaFrence is an independent director under Nasdaq rules .
- Committees: Member, Audit Committee; designated an “audit committee financial expert” by the Board .
- Committee scope: Audit oversees financial reporting, internal controls, financial risk management, and approves/oversees related-person transactions .
- Board activity context: Board held 8 meetings in 2024; Audit Committee held 10; all then-current directors attended at least 75% of meetings; Mr. LaFrence joined in March 2025 (attendance for him not yet disclosed) .
| Committee | Role | Independence Status | Meetings (2024) | Notes |
|---|---|---|---|---|
| Audit | Member; Financial Expert | Independent | 10 | Oversees related-party transactions, internal controls, and compliance |
| Compensation | — | — | 5 | Not a member; committee independent and uses Willis Towers Watson as advisor |
| Nominating & Corporate Governance | — | — | 4 | Not a member; one non-independent member allowed under Nasdaq 5605(e)(3) until Dec 12, 2025 |
| Risk Management | — | — | 2 | Not a member; committee oversees enterprise risks incl. cybersecurity/AI/privacy |
Fixed Compensation
| Element | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | Non-employee director cash retainer |
| Board Chair Fee | $100,000 | Additional cash fee for chair role |
| Audit Committee Chair Fee | $20,000 | Additional cash fee for chair |
| Compensation Committee Chair Fee | $15,000 | Additional cash fee for chair |
| Nominating & Governance Chair Fee | $10,000 | Additional cash fee for chair |
| Risk Management Chair Fee | $10,000 | Additional cash fee for chair |
| Audit Committee Member Fee | $10,000 | Additional cash fee |
| Compensation Committee Member Fee | $8,000 | Additional cash fee |
| Nominating & Governance Member Fee | $5,000 | Additional cash fee |
| Risk Management Member Fee | $5,000 | Additional cash fee |
| Equity (RSUs) | $100,000 | Granted upon (re)election; vest prior to next annual meeting |
Fiscal 2024 compensation table shows “—” for Mr. LaFrence as he became a director effective March 31, 2025 .
Performance Compensation
| Component | Structure | Metrics/Terms |
|---|---|---|
| Director RSUs | Time-based vesting | RSUs valued at $100,000 grant-date; vest immediately prior to first annual meeting following grant; service-contingent |
| Performance-based pay | None disclosed for directors | No director performance metrics (e.g., EBITDA/TSR) tied to director compensation disclosed |
Executive bonus metrics in 2024 were Adjusted EBITDA and combined ATS/Wafer Services revenue, but these do not apply to directors .
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Potential |
|---|---|---|
| Nortech Systems Incorporated | Mr. LaFrence is CFO & SVP Finance | No related-party transactions with Nortech disclosed; independence affirmed |
| Oxbow/CMI Oxbow (major stockholder) | Company-level related-party relationships | Sale-leaseback with Oxbow Realty; consulting agreement with Oxbow; audit committee (incl. Mr. LaFrence) oversees related-person transactions |
Expertise & Qualifications
- CPA; KPMG tenure (26 years) and leadership of Life Sciences practice signal strong accounting, audit and controls expertise .
- Board-designated audit committee financial expert; background in risk management, cybersecurity oversight, and government contract manufacturing .
- Public-company CFO and former CEO experience enhances financial oversight and strategic governance depth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Andrew D. C. LaFrence | — | * (less than 1%) |
| Policy | Requirement | Status/Timing |
|---|---|---|
| Director Stock Ownership Guidelines | 5× annual board retainer | New non-employee directors have 5 years to comply; directors either compliant or have additional time |
| Pledging/Hedging | Prohibited | Directors and officers may not hedge or pledge company stock |
Governance Assessment
- Strengths: Independent director with deep audit and finance background; designated audit committee financial expert; positioned to bolster oversight of financial reporting, controls, and related-party transaction review .
- Alignment: Director equity grants ($100k RSUs) and stock ownership guidelines (5× retainer with 5-year window) support long-term alignment, though initial beneficial ownership for Mr. LaFrence was not disclosed above de minimis at the March 24, 2025 record date .
- Oversight challenges: Company-level related-party transactions with Oxbow (sale-leaseback with $89.9M future payments; consulting fees) require vigilant audit committee scrutiny; Mr. LaFrence’s role on Audit is directly relevant .
- Controls/Audit signal: Change of auditors to KPMG in June 2024 and unresolved material weakness in Control Activities (including revenue accounting) as of FY2023 heighten the importance of robust audit committee engagement in 2025 .
- Shareholder input: As an emerging growth company, SkyWater is exempt from say-on-pay and PVP disclosures, reducing formal shareholder feedback channels on compensation and governance; board processes and committee reporting become more pivotal .
RED FLAGS
- Material related-party exposure with Oxbow: sale-leaseback and consulting arrangements; potential perception risks despite board policies and audit review .
- Internal control material weakness (Control Activities incl. revenue) not fully remediated as of FY2023; ongoing validation required under Audit oversight .
- Low immediate ownership by Mr. LaFrence at record date (de minimis), though guidelines provide five years to reach 5× retainer .