Joseph Humke
About Joseph J. Humke
Joseph J. Humke (age 55) has served as an independent director of SkyWater Technology, Inc. since April 2024. He is Executive Vice President, General Counsel and Corporate Secretary of Graco Inc. (public, multi-national manufacturing) since July 2021, with prior experience as an M&A/private equity law firm partner and corporate/securities associate. He holds a BBA from the University of Wisconsin–Madison and a JD from Marquette University Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ballard Spahr LLP / Lindquist & Vennum LLP | Equity Partner, M&A and Private Equity | 2004–Jun 2021 | Led corporate and securities transactions; governance expertise |
| Mayer Brown LLP (Chicago) | Associate, Corporate & Securities | Not disclosed | Corporate transactions experience |
| U.S. Court of Appeals for the Seventh Circuit | Law Clerk to Hon. John L. Coffey | Not disclosed | Judicial clerkship; legal rigor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Graco Inc. (NYSE: GGG) | EVP, General Counsel & Corporate Secretary | Jul 2021–present | Public company legal, governance, M&A experience |
Board Governance
- Independence: Board determined Humke is an independent director under Nasdaq rules .
- Committee assignments:
- Nominating & Corporate Governance Committee (member; committee currently chaired by Loren Unterseher under Nasdaq 5605(e)(3) exception; Unterseher will cease membership by Dec 12, 2025) .
- Risk Management Committee (member; committee established Aug 2024; chaired by Edward Daly) .
- Attendance: Board held 8 meetings in 2024; non-employee directors held 6 executive sessions; all directors currently serving attended at least 75% of Board and applicable committee meetings in 2024 .
- Lead/Chair roles: None for Humke; current Board chair transitioning from Gary J. Obermiller to Timothy Baxter post-2025 meeting .
| Governance Item | Detail |
|---|---|
| Independence status | Independent (Nasdaq) |
| Committees | Nominating & Corporate Governance (member); Risk Management (member) |
| Attendance (2024) | ≥75% of Board/committee meetings (Board held 8; executive sessions 6) |
| Executive sessions | 6 in 2024 |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Board Cash Fees (2024) | $60,431 | Pro-rated due to start Apr 1, 2024; includes board and committee fees |
| Annual Equity (RSUs grant-date fair value) | $100,000 | Granted upon election; time-based vesting |
| Total (2024) | $160,431 | Cash + equity |
| Standard Director Fee Structure (2024) | Amount |
|---|---|
| Annual Board Fee | $75,000 |
| Board Chair Fee | $100,000 |
| Audit Committee Chair Fee | $20,000 |
| Compensation Committee Chair Fee | $15,000 |
| Nominating & Corporate Governance Chair Fee | $10,000 |
| Risk Management Chair Fee | $10,000 |
| Audit Committee Member Fee | $10,000 |
| Compensation Committee Member Fee | $8,000 |
| Nominating & Corporate Governance Member Fee | $5,000 |
| Risk Management Member Fee | $5,000 |
Performance Compensation (Director)
| Element | Structure | Performance Metrics |
|---|---|---|
| RSUs (annual director grant) | $100,000 grant; vest immediately prior to the next annual meeting; service-based | None disclosed (time-based vesting only) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (outside SKYT) | None disclosed for Humke |
| Committee roles at other companies | Not disclosed |
| Interlocks/conflicts (customers/suppliers) | None disclosed involving Humke |
Expertise & Qualifications
- Corporate governance leadership, public company legal oversight, corporate and securities transactions (including M&A) .
- Board service qualifications explicitly cited by SKYT’s Board as reason for nomination .
- Education: BBA (Wisconsin–Madison); JD (Marquette) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition / Notes |
|---|---|---|---|
| Joseph J. Humke | 12,285 | <1% | Includes 12,285 RSUs scheduled to vest within 60 days of Mar 24, 2025 record date . Each non-employee director had 12,285 unvested RSUs outstanding as of Dec 29, 2024 . |
- Ownership guidelines: Non-employee directors must hold 5x the Board annual retainer; compliance expected within 5 years of appointment. SKYT states all executive officers and non-employee directors either meet guidelines or have additional time to do so (Humke falls within the 5-year window) .
- Hedging/pledging: Prohibited for directors under SKYT policy .
- Section 16 filings: SKYT reports timely compliance for directors in 2024; exceptions noted only for Unterseher/CMI Oxbow/Oxbow Industries via a Form 5, not for Humke .
Governance Assessment
- Strengths:
- Independence and relevant governance/legal expertise support committee effectiveness (Nominating & Governance; Risk Management) .
- Attendance at or above 75% threshold; engagement implied by committee service and Board executive sessions .
- Director compensation structure balanced between modest cash fees and time-based equity, with standard annual RSU grants aligning interests; stock ownership guidelines in place .
- Prohibitions on hedging/pledging enhance alignment; updated clawback policy for executives and robust related party transaction review (via independent audit subcommittee), though Humke is not on Audit .
- Monitoring Points:
- Nominating & Governance Committee includes a non-independent chair under Nasdaq 5605(e)(3) exception (Unterseher) through no later than Dec 12, 2025; while compliant, investors often prefer fully independent nominating committees. Humke’s presence as an independent member mitigates risk but oversight should be watched until the exception expires .
- SKYT’s prior internal control material weakness (revenue accounting/control activities) persisted through FY2023 and auditor transition occurred in 2024; while this is a Board/audit matter, the Risk Management Committee (including Humke) oversees key risks—continued remediation and validation remain important investor confidence factors .
- Red flags (none specific to Humke disclosed): No related-party transactions, pledging, or hedging involving Humke; no Section 16 delinquency reported for him .
Implication: Humke’s legal and governance background is additive for SKYT’s board oversight, particularly on risk and nominating/governance. The committee exception and historical control weaknesses are broader governance risks to monitor, but not tied to Humke specifically. Alignment via RSUs and ownership guidelines is present; director equity is time-based (no performance metrics), which is typical but offers limited direct pay-for-performance sensitivity for directors .