Dennis Goetz
About Dennis Goetz
Dennis J. Goetz, 54, is an independent director of SkyWater Technology since April 1, 2024; he is a Certified Management Accountant and currently serves as Chief Financial Officer of Pohlad Companies (since April 2020). He previously held CFO roles at United Sports Brands (2010–2018) and Buca, Inc. (CFO/Chief Accounting Officer, 2005–2010); he earned an MBA from the University of Minnesota Carlson School and a BBA from the University of Wisconsin–Eau Claire .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pohlad Companies | Chief Financial Officer | Apr 2020–present | Financial governance, performance management oversight |
| United Sports Brands | Chief Financial Officer | Aug 2010–Dec 2018 | PE-owned business; finance leadership, M&A support |
| Buca, Inc. | Chief Financial Officer & Chief Accounting Officer | Aug 2005–Aug 2010 | Public company finance and accounting leadership |
| Boyd Consulting Group, LLC | Founder & Principal | Jan 2019–Mar 2020 | Advised PE-owned businesses on financial governance, performance mgmt, M&A |
External Roles
| Organization | Role | Tenure | Public Board/Committee |
|---|---|---|---|
| Pohlad Companies | Chief Financial Officer | Apr 2020–present | Not disclosed as a public company directorship |
| Other public company boards | — | — | None disclosed for Goetz |
Board Governance
- Committee assignments: Audit Committee member; designated “audit committee financial expert.” Following the 2025 Annual Meeting, Goetz will serve as Audit Committee Chair .
- Risk Management Committee: Member (committee established August 2024; duties include oversight of strategic, operational, legal/compliance, cybersecurity, AI, and privacy risks) .
- Independence: Board determined Goetz is independent under Nasdaq rules .
- Attendance/engagement: Board met 8 times in 2024; each director attended at least 75% of Board/committee meetings and all directors attended the 2024 annual meeting; non‑employee directors met in executive session 6 times in 2024 .
- Audit environment context: Company changed independent auditor from Deloitte to KPMG in June 2024; material weakness in Control Activities (including revenue accounting) remained as of dismissal date; remediation continues under Audit Committee oversight .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $75,000 | Standard non‑employee director program |
| Committee membership fees | Audit $10,000; Compensation $8,000; Nominating/Gov $5,000; Risk $5,000 | Annual fees per committee service |
| Committee chair fees | Audit Chair $20,000; Compensation Chair $15,000; Nominating/Gov Chair $10,000; Risk Chair $10,000 | Annual chair premiums |
| FY2024 compensation (Goetz) – Cash fees | $65,556 | Pro‑rated for 2024 service starting Apr 1, 2024 |
| FY2024 compensation (Goetz) – Stock awards (grant‑date fair value) | $100,000 | Annual RSU grant per policy |
| FY2024 compensation (Goetz) – Total | $165,556 | Sum of cash and stock awards |
Performance Compensation
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual RSU grant (directors) | $100,000 grant‑date value | None (time-based; no performance metrics) | Vests the day before the next annual meeting, contingent on continued service (or earlier death/disability) |
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap |
|---|---|---|
| None disclosed | — | No public company directorships disclosed; no interlocks noted for Goetz |
Expertise & Qualifications
- Finance/accounting expertise; nearly 30 years across public and private companies; Certified Management Accountant .
- Audit Committee financial expert designation under SEC rules .
- Strategic finance, performance management, and M&A experience aligned with Audit/Risk oversight mandates .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Dennis J. Goetz | 12,285 | ~0.026% | Beneficial ownership as of Mar 24, 2025; includes 12,285 RSUs vesting within 60 days. Calc: 12,285 / 48,034,573 shares outstanding = ~0.026% . |
| Vested vs. unvested | Not itemized | — | Director table notes RSUs vesting within 60 days; specific vested/unvested split not separately disclosed . |
- Stock ownership guidelines: Non‑employee directors expected to hold stock equal to 5x the Board annual retainer, with 5 years to achieve; company states all executive officers and non‑employee directors have either met or have time to meet guidelines .
- Pledging/hedging: Prohibited by company policy for directors, officers, and employees .
Insider Trades (Form 3/4)
| Transaction Date (oldest→newest) | Filing Date | Type | Securities Transacted | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2024-04-01 | 2024-04-11 | Form 3 (initial) | — | — | 0 | https://www.sec.gov/Archives/edgar/data/1819974/000135313524000004/0001353135-24-000004-index.htm |
| 2024-05-22 | 2024-05-24 | Form 4 – Award (A) | 12,285 shares (RSUs/Common Stock) | $0 | 12,285 | https://www.sec.gov/Archives/edgar/data/1819974/000135313524000006/0001353135-24-000006-index.htm |
| 2025-05-21 | 2025-05-23 | Form 4 – Award (A) | 11,428 shares (Common Stock) | $8.75 | 23,713 | https://www.sec.gov/Archives/edgar/data/1819974/000135313525000003/0001353135-25-000003-index.htm |
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert and incoming Audit Chair, bolstering financial oversight during control remediation; active participation (≥75% attendance) and executive sessions signal engagement; director equity plus ownership guidelines support alignment; pledging/hedging prohibited .
- Watch items: Company-related party transactions with Oxbow (sale‑leaseback; consulting/support agreements) require robust audit oversight; substantial ownership concentration by CMI Oxbow/Unterseher; internal control material weakness (Control Activities incl. revenue accounting) persisted into 2024—Audit Chair transition is a key execution risk to remediation .
- Auditor change: Transition from Deloitte to KPMG (June 2024) amid control remediation is neutral-to-cautious; monitoring audit quality and remediation outcomes under the Audit Committee (chaired by Goetz post‑AM) is warranted .
- Say‑on‑pay context: As an emerging growth company, SKYT is exempt from say‑on‑pay requirements and pay‑vs‑performance disclosures, limiting external compensation feedback channels; not director-specific but relevant to overall governance environment .
RED FLAGS
- Related-party exposure: Oxbow Realty sale‑leaseback (payments: $6.2M in FY2024; future contractual payments $89.9M as of Dec 29, 2024) and Oxbow consulting/performance fee arrangements; strong audit scrutiny needed to mitigate perceived conflicts .
- Internal controls: Material weakness in Control Activities (including revenue accounting) not yet remediated as of auditor dismissal; places heightened responsibility on Audit Committee leadership .
- Ownership concentration: CMI Oxbow 23.23% and Unterseher 34.11% beneficial ownership as of Mar 24, 2025, increasing perceived influence over governance matters; continued independence rigor essential .
Appendix: Director Compensation – Program Detail (for reference)
| Program Element | Amount |
|---|---|
| Annual RSU grant (directors) | $100,000 (time‑based vesting before next annual meeting) |
| Cash retainers/fees | Board $75,000; Audit Chair $20,000; Comp Chair $15,000; Nominating/Gov Chair $10,000; Risk Chair $10,000; Audit member $10,000; Comp member $8,000; Nominating/Gov member $5,000; Risk member $5,000 |