Nancy Fares

About Nancy Fares

Independent director since January 2022; age 58. Veteran semiconductor operator and product leader with executive roles at Qualcomm (VP, Software Product Management), NXP (VP, Operations; 3D packaging leadership), Micralyne (President/CEO), and Texas Instruments; recent roles include Genpact’s semiconductors segment leader (Jun 2023–Sep 2024) and Strategic Advisor to Devonics (since Sep 2024). Education: B.S. Electrical Engineering (UT Dallas), M.S. Telecommunications (SMU), Executive MBA (UT Austin); also earned an AI–Business Impact certificate at MIT Sloan (noted in 2024 proxy).

Past Roles

External Roles

Board Governance

• Independence: Board determined Ms. Fares is independent under Nasdaq rules.
• Committee assignments: Chair, Compensation Committee; members include Daly, Obermiller, and Miller. Not a member of Audit, Nominating & Corporate Governance, or Risk Management.
• Committee activity (FY2024): Audit (10 meetings), Compensation (5), Nominating & Governance (4), Risk Management (2).
• Attendance: Board met 8 times in 2024; each director attended ≥75% of Board/committee meetings; non‑employee directors held 6 executive sessions; all directors attended the 2024 annual meeting.
• Board leadership: Separate Chair and CEO; independent Chair (Obermiller through 2025 meeting; Baxter to become Chair if elected).
• Governance note (board structure risk): Nominating & Governance Committee includes non‑independent director (Unterseher) under Nasdaq 5605(e)(3) exception until Dec 12, 2025.

Fixed Compensation

• Non‑employee director pay program (FY2024):

  • Annual cash fees: Board retainer $75,000; Board Chair $100,000; Committee chair fees—Audit $20,000, Compensation $15,000, Nominating & Governance $10,000, Risk $10,000; committee member fees—Audit $10,000, Compensation $8,000, Nominating & Governance $5,000, Risk $5,000.

• FY2024 compensation for Ms. Fares:

  Component	Amount ($)
  Fees earned/paid in cash	90,000
  Stock awards (grant-date fair value)	100,000
  Total	190,000

Notes: Annual director RSUs are granted at $100,000 fair value and vest the day before the next annual meeting, subject to service or earlier death/disability.

Performance Compensation

• Structure: Non‑employee director equity is time‑based RSUs only; no performance‑conditioned PSU/option programs for directors disclosed.
• Vesting: Annual RSUs vest in full immediately prior to the next annual meeting (approximately one‑year vest).

Context for pay-for-performance oversight (executives): 2024 AIP targets (Adjusted EBITDA $40.5M; combined ATS+Wafer Services revenue $275.5M) were not achieved (no formula bonuses), yet the Compensation Committee approved discretionary cash bonuses to the CEO ($272,950), President/COO ($153,750), and CFO ($99,099) paid in 2025. Ms. Fares chaired the Compensation Committee at that time.

Other Directorships & Interlocks

Expertise & Qualifications

• Semiconductor operations and advanced packaging (NXP), foundry leadership (Micralyne), and product/software management (Qualcomm).
• Strategic leadership for semiconductor clients/services (Genpact).
• Education: B.S. EE (UT Dallas), M.S. Telecom (SMU), Executive MBA (UT Austin); AI–Business Impact certificate (MIT Sloan, noted in 2024 filing).

Equity Ownership

• Beneficial ownership (Record Date Mar 24, 2025):

  Holder	Shares Beneficially Owned	% of Outstanding	Notes
  Nancy Fares	32,073 [includes 12,285 RSUs vesting within 60 days]	<1%	As of 48,034,573 shares outstanding; “*” denotes <1% in filing.

• Unvested director RSUs outstanding as of Dec 29, 2024: each then‑serving non‑employee director had 12,285 unvested RSUs; vesting at next annual meeting.

• Ownership alignment policies:

  • Stock ownership guidelines: Non‑employee directors are expected to own 5x Board annual retainer (attain within 5 years); all directors have either met requirements or are within the compliance window.
  • Hedging/pledging prohibited: Directors cannot hedge or pledge SKYT securities or hold them in margin accounts.

Governance Assessment

• Positives

  • Independent director with deep semiconductor operating and packaging expertise; adds technical and product leadership perspective.
  • Chairs Compensation Committee; committee uses Willis Towers Watson as its compensation advisor and disclosed no conflicts of interest.
  • Strong board process hygiene: executive sessions held 6 times; each director attended ≥75% of 2024 meetings; all directors attended the 2024 annual meeting.
  • Ownership alignment mechanisms: director RSUs granted annually; robust ownership guidelines; hedging/pledging prohibited.

• Watch items / potential red flags

  • Pay-for-performance signal: Despite missing 2024 AIP financial goals (Adjusted EBITDA and revenue), the Compensation Committee (chaired by Ms. Fares) approved sizable discretionary executive bonuses—may raise investor questions about incentive rigor.
  • Board independence optics: Nominating & Governance Committee includes a non‑independent director via a Nasdaq 5605(e)(3) exception until Dec 12, 2025.
  • Concentrated ownership and related‑party exposure (not tied to Ms. Fares personally but relevant to board oversight): CMI Oxbow beneficially owns ~23.23% (Unterseher ~34.11%); ongoing sale‑leaseback with Oxbow Realty (paid $6.2M in FY2024; $89.9M future payments); consulting agreement with Oxbow ($0.5M paid in FY2024).
  • Shareholder voice: As an Emerging Growth Company, SKYT is exempt from say‑on‑pay and certain pay disclosures, reducing direct shareholder feedback on compensation.

• No specific conflicts disclosed for Ms. Fares: SKYT’s related‑party section discloses Oxbow‑related transactions and policy oversight by an independent subcommittee; no transactions involving Ms. Fares are identified.