Timothy Baxter
About Timothy E. Baxter
Timothy E. Baxter (age 64) joined SkyWater’s Board on March 31, 2025, as an independent director. He is an Operating Partner at Centre Partners (since August 2020) and formerly President & CEO, North America at Samsung Electronics (Dec 2006–May 2019); earlier roles include senior posts at Sony, AT&T, and Lucent. The Board selected Baxter to serve as non‑executive Chair upon Obermiller’s retirement, assuming his election at the May 21, 2025 meeting . He holds an undergraduate degree in Marketing and Finance from Roger Williams University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsung Electronics Co., LTD (North America) | President & CEO | Dec 2006 – May 2019 | Developed long-term strategic plan for 5G, AI, cloud, IoT |
| Sony Corporation | Senior marketing & GM roles | ~10 years | Marketing and general management leadership |
| AT&T Inc. | Senior sales & marketing | Early career | Commercial leadership |
| Lucent Technologies Inc. | Senior sales & marketing | Early career | Commercial leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Centre Partners Management LLC | Operating Partner | Since Aug 2020 | Middle-market private equity |
| Breville Holdings Ltd (ASX: BRG) | Director | Current | Public company directorship |
| First Orion Corp. | Lead Outside Director | Current | Technology software company |
| Alliance Mobile | Executive Chair | Current | Operator of 300+ authorized AT&T retailers |
| VueReal Inc. | Chair | Current | MicroLED semiconductor company |
Board Governance
- Independence: Board determined Baxter is independent under Nasdaq rules .
- Committee assignments: Appointed to the Audit Committee upon election; serving alongside Graves (chair), Goetz, LaFrence, Obermiller, and Miller; all are financially literate, and members meet SEC/Nasdaq independence .
- Board Chair transition: Board selected Baxter to serve as Chair following Obermiller’s retirement, contingent on Baxter’s election at the 2025 Annual Meeting .
- Risk oversight: Risk Management Committee (Daly, chair; Goetz; Humke) oversees enterprise risks, including cybersecurity and AI; Audit Committee oversees financial risk, related party review, and internal controls .
- Attendance: In 2024 the Board held 8 meetings and non‑employee directors met in executive session 6 times; each current director attended at least 75% of the Board and applicable committees (Baxter joined in 2025) .
Fixed Compensation
| Element | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Fee | $75,000 | Non‑employee director |
| Board Chair Cash Fee | $100,000 | If serving as Chair |
| Audit Committee Chair Fee | $20,000 | Chair |
| Compensation Committee Chair Fee | $15,000 | Chair |
| Nominating & Corporate Governance Chair Fee | $10,000 | Chair |
| Risk Management Committee Chair Fee | $10,000 | Chair |
| Audit Committee Member Fee | $10,000 | Member |
| Compensation Committee Member Fee | $8,000 | Member |
| Nominating & Corporate Governance Member Fee | $5,000 | Member |
| Risk Management Committee Member Fee | $5,000 | Member |
Pro‑ration: Baxter’s compensation is to be pro‑rated for time served in 2025 per the Non‑Employee Director Compensation Policy .
Performance Compensation
| Award Type | Grant/Transaction Date | Shares/Units | Price/Fair Value | Vesting |
|---|---|---|---|---|
| RSU grant (Non‑employee director annual equity) | Policy at election/re‑election | Value $100,000 | — | Vests immediately prior to the next Annual Meeting (service/earlier death/disability) |
| Form 4 Award/Grant to Baxter | 2025‑05‑21 | 11,428 | $8.75 | Post‑transaction ownership 11,428 shares; transaction type “A‑Award” |
Notes: Director RSUs are time‑based; no performance metrics (e.g., revenue/EBITDA/TSR) are tied to non‑employee director compensation .
Other Directorships & Interlocks
| Company | Relationship to SKYT | Potential Interlock/Conflict |
|---|---|---|
| Breville Holdings Ltd (ASX: BRG) | Unrelated consumer appliances | No disclosed SKYT transaction |
| First Orion Corp. | Software | No disclosed SKYT transaction |
| Alliance Mobile (AT&T retailers) | Retail telecom | No disclosed SKYT transaction |
| VueReal Inc. | MicroLED | No disclosed SKYT transaction |
Related‑party transactions: The Company maintains significant related‑party arrangements with Oxbow/CMI Oxbow (sale‑leaseback, support, consulting). Audit Committee reviews and approves related‑person transactions; Baxter is a member of the Audit Committee, but no Baxter‑specific related‑party transactions are disclosed . The Company’s 8‑K states no Item 404(a) transactions involving Baxter at appointment .
Expertise & Qualifications
- Marketing/brand‑building and scaling emerging technologies (5G, AI, cloud, IoT), plus extensive senior commercial leadership at Samsung and Sony .
- Financial literacy affirmed for Audit Committee; committee independence met per SEC/Nasdaq .
- Private equity operating experience via Centre Partners; broad industry relationships .
Equity Ownership
| Holder | Date (Record/Transaction) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|---|
| Timothy E. Baxter | Record Date: 2025‑03‑24 | — | <1% | As of the record date for the 2025 proxy |
| Timothy E. Baxter | Form 4: 2025‑05‑21 | 11,428 | — | Award/Grant; post‑transaction ownership 11,428 shares |
- Stock ownership guidelines: Non‑employee directors are expected to hold 5x the annual Board cash retainer within five years; Company notes each executive and non‑employee director has either met or has time to meet their requirement .
- Hedging/pledging: Directors are prohibited from hedging and pledging Company stock; no pledges disclosed for Baxter .
Insider Trades
| Filing Date | Transaction Date | Form | Type | Shares | Price | Post‑Txn Ownership | SEC URL |
|---|---|---|---|---|---|---|---|
| 2025‑04‑04 | 2025‑03‑31 | 3 | Initial Statement | — | — | — | https://www.sec.gov/Archives/edgar/data/1819974/000106299325007086/0001062993-25-007086-index.htm |
| 2025‑05‑23 | 2025‑05‑21 | 4 | A – Award/Grant | 11,428 | $8.75 | 11,428 | https://www.sec.gov/Archives/edgar/data/1819974/000106299325010230/0001062993-25-010230-index.htm |
Governance Assessment
- Strengths: Independence; audit committee membership and literacy; selected to transition to non‑executive Chair (signal of Board confidence); deep go‑to‑market and emerging tech expertise relevant to SKYT’s semiconductor positioning .
- Alignment: Mandatory annual RSU grant ($100,000) with 1‑year vesting improves near‑term alignment; 5x retainer stock ownership guideline strengthens longer‑term alignment; hedging/pledging prohibited .
- Watch items (Board risk context): Company‑level related‑party transactions with Oxbow/CMI Oxbow require vigilant Audit Committee oversight (lease payments $6.2M in FY2024; future payments $89.9M; consulting fees $0.5M FY2024) . Change of auditor to KPMG (June 21, 2024) while revenue accounting/control activities material weakness had not demonstrated sustained operation through FY2024—places heightened responsibility on the Audit Committee (incl. Baxter) to oversee remediation and control testing .
- Engagement: Board held 8 meetings and 6 executive sessions in 2024; Baxter’s attendance data will begin post‑appointment in 2025 .
- Conflicts: No Baxter‑specific related‑party or Item 404(a) transactions disclosed; standard indemnification agreement in place .
Additional director compensation context: 2024 totals show no compensation for Baxter due to joining in 2025; policy indicates pro‑rated cash/equity for partial‑year service; annual director RSU grants are time‑based, not tied to performance metrics .