Thomas Sonderman
About Thomas Sonderman
Thomas Sonderman, 61, has served as Chief Executive Officer of SkyWater Technology (SKYT) since December 2020 and as a director since October 2020. He previously served as President (Dec 2020–Sep 2023) and has led SkyWater Technology Foundry since October 2017; prior roles include VP & GM at Rudolph Technologies (now Onto Innovation) and VP of Manufacturing at GlobalFoundries overseeing the AMD spinout. He holds a B.S. in Chemical Engineering (Missouri University of Science & Technology) and an M.S. in Electrical Engineering (National Technological University) . In FY2024, revenue grew to $342.3M from $286.7M in FY2023 and EBITDA improved to $23.8M from $12.3M, indicating execution progress amid increased program activity at SkyWater’s foundry operations (values from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SkyWater Technology | Chief Executive Officer; Director | CEO since Dec 2020; Director since Oct 2020 | Leads corporate strategy and operations; board-level oversight |
| SkyWater Technology | President | Dec 2020 – Sep 2023 | Led commercial scaling during early post-IPO period |
| SkyWater Technology Foundry | President; Director | President since Oct 2017; Director Oct 2017 – Jul 2022 | Foundry leadership; board service through 2022 |
| Rudolph Technologies (now Onto Innovation) | VP & GM, Integrated Solutions Group | 2014 – 2017 | Delivered predictable profitability in equipment/software unit |
| GlobalFoundries | VP of Manufacturing | 2009 – 2014 | Oversaw spinout from AMD; ramped manufacturing operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SEMI Fab Owners Association | Active member | n/a | Industry advocacy, manufacturing best practices network |
| Global Semiconductor Alliance | Active member | n/a | Ecosystem engagement and collaboration |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Base Salary Rate ($) | — | 545,900 | Effective Mar 4, 2024 |
| Salary Paid ($) | 526,539 | 543,862 | Reflects actual cash paid |
| Target Annual Bonus (% of Salary) | — | 100% | Max 150% |
Multi-year summary compensation (CEO):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 526,539 | 543,862 |
| Bonus ($) | — | 272,950 (discretionary) |
| Stock Awards ($) | 643,440 | 540,597 |
| Option Awards ($) | 529,971 | 540,594 |
| Non-Equity Incentive Plan ($) | 647,660 | — |
| All Other Comp ($) | 13,983 | 14,555 |
| Total ($) | 2,361,593 | 1,912,558 |
Observations:
- 2024 plan metrics were missed (0% payout), yet a discretionary cash bonus was paid, shifting mix toward guaranteed/discretionary elements vs formulaic pay-for-performance .
Performance Compensation
Annual incentive plan design (FY2024):
| Metric | Weight | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $40.5M | Not achieved | 0% | Formulaic plan paid 0% |
| Combined ATS + Wafer Services Revenue | 50% | $275.5M | Not achieved | 0% | Formulaic plan paid 0% |
| Discretionary Bonus | — | n/a | $272,950 | n/a | One-time recognition despite plan miss |
Equity awards (time-vested):
- 2024 annual grants: RSUs vest ratably over 3 years; stock options vest ratably over 4 years .
- 2021 Equity Incentive Plan permits performance awards but current CEO grants are service-vesting; change-in-control treatment described in “Employment Terms” below .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Item | Detail |
|---|---|
| Beneficially owned shares | 893,145 (1.84% of 48,034,573 shares outstanding as of Mar 24, 2025) |
| Options exercisable (within 60 days) | 418,771 included in the beneficial ownership total |
| Pledging/Hedging | Prohibited for directors/officers (no margin or pledging; hedging barred) |
| Ownership guidelines | CEO 5x base salary; compliance required within 5 years; officers either met or have time remaining |
Outstanding equity as of Dec 29, 2024:
| Grant/Type | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Notes |
|---|---|---|---|---|---|
| 2024 Options | — | 79,266 | 9.94 | 3/15/2034 | Vests 25% per year on 1st–4th anniversaries |
| 2023 Options | 21,809 | 65,429 | 11.77 | 3/15/2033 | Vests 2nd–4th anniversaries |
| 2022 Options | 46,554 | 46,555 | 11.24 | 2/25/2032 | Vests 3rd–4th anniversaries |
| 2021 Options | 213,993 | 71,333 | 14.00 | 4/21/2031 | Cliff vests on 4th anniversary |
| RSUs Unvested | — | 99,235 | — | — | Market value $1,479,594 (@$14.91) |
RSU vesting schedule detail (CEO):
| Grant Date | RSUs Outstanding | Vesting Detail |
|---|---|---|
| 2/25/2022 | 14,829 | Vests on 3rd anniversary (Feb 25, 2025), service-based |
| 3/15/2023 | 30,020 | Vests ratably on 2nd and 3rd anniversaries (2025–2026), service-based |
| 3/15/2024 | 54,386 | Vests ratably on 1st–3rd anniversaries (2025–2027), service-based |
Potential near-term supply (insider selling pressure):
- Approximate 2025 RSU vesting of 14,829 (2022 grant), plus half of 30,020 (2023 grant), plus one-third of 54,386 (2024 grant), implying roughly ~48k RSUs vesting in 2025, subject to service conditions . Options continue to roll vest per schedules above, creating periodic exercisability windows .
Employment Terms
Executive Severance & Change of Control Plan (CEO – Tier 1):
- Termination without cause/for good reason (no CoC): Lump sum equal to 24 months’ base salary + 2x target bonus; COBRA continuation or cash equivalent for up to 24 months; release and covenant compliance required .
- CoC-related termination (3 months pre-CoC at third party’s request, or within 12 months post-CoC): 24 months’ base salary + 2x target bonus; COBRA for up to 24 months; effectively double-trigger (CoC + qualifying termination) . Equity treatment under 2021 Plan:
- If awards not assumed/continued at CoC: time-based RSUs/DSUs vest immediately pre-CoC; options may become exercisable or be cashed out; performance awards/annual incentives paid at target if <50% of period elapsed, or at actual if determinable (else target) if ≥50% elapsed .
Other provisions:
- Clawback: SEC/Nasdaq-compliant 2023 policy; recoupment on restatements or illegal/improper conduct causing financial/reputational harm; covers financial metric-based and stock price/TSR-based pay .
- Hedging/Pledging: Prohibited for directors/executives; no margin or pledging allowed .
- 401(k) match: 50% of employee contributions up to 6% of comp (max 3% match) in 2024 .
Board Governance (Director Service, Committees, Dual-Role Implications)
- Board service: Sonderman has been a director since Oct 2020 . As an employee director, he receives no additional director compensation .
- Leadership structure: CEO and Chair roles are separated (CEO Sonderman; non-executive Chair transitioning from Obermiller to Baxter after the 2025 annual meeting), mitigating CEO/Chair concentration risk .
- Committees: Audit, Compensation, Nominating & Corporate Governance, and Risk Management are composed of non-employee directors; Sonderman is not listed as a committee member .
- Board independence/attendance: Majority independent; all directors attended ≥75% of 2024 meetings; board met 8 times; non-employee directors held 6 executive sessions .
- Independence nuance: Nominating committee includes one non-independent director (Unterseher) under Nasdaq 5605(e)(3) temporary exception until Dec 12, 2025 .
Compensation Structure Analysis
- Shift in cash incentives: 2024 annual plan paid 0% on formulaic metrics (Adjusted EBITDA and ATS+Wafer Services revenue missed targets), but a discretionary bonus of $272,950 was awarded to the CEO—diluting strict pay-for-performance alignment versus 2023 when a $647,660 formulaic incentive paid out .
- Equity mix: Continued use of time-based RSUs (3-year vest) and options (4-year vest) vs. performance share units; service-based vesting reduces performance leverage but supports retention .
- Ownership alignment: 1.84% beneficial ownership and prohibition on pledging/hedging align interests with shareholders; CEO ownership guideline at 5x salary further aligns long-term incentives .
- Consultant and peer benchmarking: Compensation Committee retained Willis Towers Watson in 2024; no conflicts disclosed; peer group methodology used to calibrate pay levels .
Performance & Track Record
FY performance snapshot:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 286,682,000* | 342,269,000* |
| EBITDA ($) | 12,335,000* | 23,779,000* |
| Values retrieved from S&P Global.* |
Context:
- Despite missing internal incentive targets in 2024, macro execution shows YoY growth in revenue and EBITDA, consistent with increased program momentum in foundry services (see compensation discussion for target setting and outcomes) .
Director Compensation (Context for Dual Role)
- Employee directors (including the CEO) receive no additional board or committee fees .
- Non-employee director program: $75,000 cash retainer; $100,000 annual equity; committee chair/member fees as disclosed .
Equity Ownership Details (Breakout)
| Component | Amount | Comment |
|---|---|---|
| Beneficial ownership | 893,145 shares (1.84%) | Includes options exercisable within 60 days |
| Options exercisable (≤60 days) | 418,771 | Included in beneficial ownership total |
| Unvested RSUs (12/29/24) | 99,235 | Service-based vesting through 2027 |
| Option tranches outstanding | See schedules above | Multiple strikes and expirations |
| Pledging | Prohibited | Governance safeguard |
Employment Terms (Key Economics)
| Trigger | Cash Severance | Bonus Component | COBRA |
|---|---|---|---|
| Termination w/o cause or for good reason (no CoC) | 24 months base salary | 2x target bonus | Up to 24 months (or cash equivalent) |
| CoC + qualifying termination (or certain pre-CoC terminations at third-party request) | 24 months base salary | 2x then-target bonus | Up to 24 months |
Risk Indicators & Red Flags
- Discretionary bonuses despite missed formulaic goals (2024) — weaker pay-for-performance signal .
- No pledging/hedging (positive) and robust clawback policy covering restatements and misconduct (positive) .
- Section 16 compliance: No delinquent reports cited for CEO; a Form 5 for another insider noted, not involving CEO (neutral) .
- Governance: CEO not Chair; majority-independent board and committee structure (positive) .
Investment Implications
- Alignment: CEO’s 1.84% stake and 5x-salary ownership guideline, plus anti-pledging/hedging and a comprehensive clawback, are favorable for alignment and risk control .
- Retention and supply overhang: Significant time-vested RSUs (~99k unvested) and rolling option vesting create predictable vesting events; ~48k RSUs appear to vest in 2025, implying potential incremental supply and 10b5-1 activity, though actual selling depends on personal/corporate plans .
- Pay-for-performance scrutiny: 2024’s 0% formulaic payout paired with a sizable discretionary bonus may attract investor scrutiny around rigor and discretion, particularly absent pay-versus-performance disclosure as an EGC .
- Downside protection: Double-trigger CoC severance at 2x target bonus and 24 months’ salary is within market norms; CoC equity treatment (if not assumed) accelerates time-based awards, which could influence retention/economic outcomes in strategic scenarios .
Footnotes:
- Values retrieved from S&P Global.
Citations:
- Biography and roles .
- Summary Compensation Table and salary/bonus/equity values .
- Annual incentive targets and outcomes; discretionary bonuses .
- Outstanding equity awards, vesting schedules, and RSU market value .
- Severance and change-in-control economics .
- Ownership totals and options within 60 days .
- Stock ownership guidelines .
- Clawback; hedging/pledging prohibitions .
- Board leadership and structure .
- Committee compositions and independence .
- Director compensation (employee directors not paid) .
- Section 16(a) disclosure .