Steve Manko
About Steve Manko
Steve Manko is Chief Financial Officer (CFO) of SkyWater Technology, serving as CFO since December 2020 and previously CFO of SkyWater Technology Foundry since July 1, 2020; he joined as a consultant in early 2019. He holds an MBA from The University of Akron and a BA in Accounting and Business Administration from Malone University; he was age 42 as of March 14, 2023. His prior roles include Managing Director at Riveron Consulting (2019–2020) and Managing Director at Ernst & Young (2005–2018) focused on Banking & Capital Markets . Company performance under his tenure shows multi-year revenue and EBITDA growth; quantum computing revenues were about 10% of 2024 revenue mix, reflecting execution in advanced compute programs .
Company performance (Annual):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $212.941M | $286.682M | $342.269M |
| EBITDA ($USD) | -$3.414M* | $12.335M | $23.779M |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SkyWater Technology Foundry | CFO | Jul 2020–Dec 2020 | Led finance during pre-IPO transition and operational scaling . |
| Riveron Consulting | Managing Director | 2019–2020 | Led Financial Advisory Services; guided clients through acquisitions and process optimization . |
| Ernst & Young | Managing Director | 2005–2018 | Banking & Capital Markets specialist; deep capital markets and controls experience . |
External Roles
- Not disclosed for public company directorships or committee roles .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (paid) | $342,865 | $357,695 |
| Base Salary Rate (as of date) | $346,500 (as of Feb 6, 2023) | $360,360 (as of Mar 4, 2024) |
| Target Annual Bonus (% of base) | 55% | 55% |
| Max Annual Bonus (% of base) | 82.5% | 82.5% |
| Actual Bonus Paid | $232,883 (performance plan) | $99,099 (discretionary) |
| Stock Awards (grant-date fair value) | $259,870 | $270,261 |
| Option Awards (grant-date fair value) | $259,858 | $270,264 |
Performance Compensation
2024 Annual Incentive Program (no payout; discretionary bonuses approved):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $40.5M | Not achieved | $0 under plan; discretionary bonus paid $99,099 | N/A |
| Combined ATS + Wafer Services Revenue | 50% | $275.5M | Not achieved | $0 under plan; discretionary bonus paid $99,099 | N/A |
2023 Annual Incentive Program (payout earned under plan):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $30.470M | $37.089M (122% of target) | Earned; total non-equity incentive $232,883 | N/A |
| Revenue | 50% | $262.321M | $286.666M (109% of target) | Earned; total non-equity incentive $232,883 | N/A |
Equity Award Structure and Vesting:
- RSUs: annual grants vest ratably over three years; example 2024 grant vesting on first, second, third anniversaries of Feb 15, 2024 .
- Options: annual grants vest ratably over four years with specified grant dates; exercise prices and expirations detailed below .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 417,102 shares |
| Ownership % of Outstanding | <1% (less than 1%) |
| Options Exercisable within 60 days | 100,772 shares |
| RSUs Unvested (as of 12/29/2024) | 48,379 units; market value $721,331 at $14.91 close |
| Option Strike Prices / Expirations | $14.00 (4/21/2031), $11.24 (2/25/2032), $11.77 (3/15/2033), $10.14 (2/15/2034) |
| Pledging/Hedging | Prohibited by policy (no margin, pledges, hedging) . |
| Ownership Guidelines | Direct reports to CEO must hold 3× base salary; compliance window 5 years; executives either satisfied or have remaining time . |
| Clawback Policy | Applies to incentive-based compensation upon accounting restatement or illegal/improper conduct causing financial or reputational harm; includes stock-price/TSR-based incentives . |
Upcoming RSU Vesting Milestones (as disclosed):
- 7,006 RSUs vest on third anniversary of Feb 25, 2022 (Feb 25, 2025) .
- 14,720 RSUs vest ratably on second and third anniversaries of Mar 15, 2023 (Mar 15, 2025 and Mar 15, 2026) .
- 26,653 RSUs vest ratably on first, second, third anniversaries of Feb 15, 2024 (Feb 15, 2025, 2026, 2027) .
Outstanding Equity Awards (as of Dec 29, 2024):
| Type | Exercisable | Unexercisable | Strike | Expiration | RSUs Unvested | RSU Market Value |
|---|---|---|---|---|---|---|
| Options | 27,513 | 9,172 | $14.00 | 4/21/2031 | — | — |
| Options | 21,996 | 21,998 | $11.24 | 2/25/2032 | — | — |
| Options | 10,693 | 32,082 | $11.77 | 3/15/2033 | — | — |
| Options | — | 38,831 | $10.14 | 2/15/2034 | — | — |
| RSUs | — | — | — | — | 48,379 | $721,331 (at $14.91) |
Note: Closing price on last trading day of FY2024 was $14.91 .
Employment Terms
- Severance Plan Tier: Tier 2 participant .
- Severance (no change-in-control): Lump sum equal to 12 months’ base salary plus target bonus; COBRA medical/dental up to 12 months or cash equivalent; contingent on release and restrictive covenant compliance .
- Change-in-Control Severance: If terminated without cause or for good reason within 3 months prior (at third-party request) or 12 months post-CoC, lump sum equal to 18 months’ base salary plus 1.5× target bonus; COBRA up to 18 months or cash equivalent .
- Equity Acceleration on Change-in-Control (2021 Plan): If awards are not assumed/continued, time-based RSUs vest immediately; options become exercisable or may be cashed out; performance awards treated at target if <50% of period elapsed, otherwise actual to-date if determinable .
Governance and Compensation Process
- Compensation Committee retained Willis Towers Watson in 2024 for market data, peer development, and pay design; no conflicts disclosed .
- Emerging Growth Company: SkyWater is exempt from say-on-pay and CEO pay ratio disclosures; clawback policy adopted consistent with SEC/Nasdaq rules .
Performance & Track Record Highlights
- CFO commentary: Combined ATS+Wafer Services gross margin expanded to ~28.3% in Q4 2024 (effective for core business), aided by cost tailwinds and savings; adjusted EBITDA exceeded expectations .
- Quantum Computing: Advanced compute was ~10% of revenue in 2024, with multiple quantum customers (e.g., D-Wave), reflecting execution in a high-growth niche .
- Internal Control Risk: Material weakness persisted in revenue accounting process as of FY2024; IT general control deficiencies over privileged access required remediation and monitoring .
Investment Implications
- Pay-for-performance alignment: 2024 performance goals were missed; however, the compensation committee awarded discretionary bonuses, signaling board support but a potential risk of pay decoupling from plan metrics .
- Retention and selling pressure: Upcoming RSU vesting across 2025–2027 and in-the-money option strikes versus $14.91 year-end price may create periodic selling windows; the company prohibits hedging/pledging and requires pre-clearance/trading windows, mitigating opportunistic trades .
- Change-of-control economics: Tier 2 severance (12/18 months) plus CoC equity acceleration (if not assumed) provides financial protection; investors should model dilution/overhang from accelerated vesting in CoC scenarios .
- Governance risk: Ongoing revenue control material weakness places heightened scrutiny on financial reporting under CFO oversight; remediation progress is a key signal for execution risk .
- Ownership alignment: Beneficial ownership of 417,102 shares (<1%) and stock ownership guidelines (3× salary for CEO direct reports) support alignment; overall policy prohibits pledging/hedging, reducing misalignment risks .