Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on August 9, 2022, Amtech Systems, Inc. (the "Company")
and Mr. Jong S. Whang, the Company's former Chief Executive Officer and Chairman
of the Board of Directors, mutually decided that Mr. Whang would transition to a
non-executive employment role and retire from his position as a director
effective December 31, 2022. Mr. Whang's decision to retire was not a result of
any disagreement between the Company and Mr. Whang on any matter relating to the
Company's operations, policies or practices.
On January 13, 2023, the Board of Directors (the "Board") of the Company
appointed Michael M. Ludwig to the Board, effective that same date, to fill the
vacancy created by Mr. Whang's retirement.
Mr. Ludwig has extensive financial management experience, managing fast-pace,
leading-edge technology companies in rapid growth environments. Most recently,
Mr. Ludwig served as the Senior Vice President, Finance and Chief Financial
Officer of Rogers Corporation, a company that designs, develops, manufactures,
and sells high-performance engineered materials for the automotive and
electronics industries. Prior to his tenure at Rogers, Mr. Ludwig worked at
FormFactor, Inc., a company that designs, develops and manufactures
semiconductor wafer probe cards, where he served as Vice President of Finance
from 2001 to 2007, and then served as Senior Vice President of Finance and Chief
Financial Officer from 2009 to 2018. At FormFactor, he was a major contributor
to increasing revenue from $169 million to $548 million and executing two major
acquisitions. Mr. Ludwig also served as the Vice President of Finance at Force
10 Networks, Inc. from 2007 to 2008. Prior to working for FormFactor, Mr. Ludwig
worked for Elo TouchSystems, Inc. (Tyco Electronics) from 1999 to 2001 as
Controller, and then as Vice President of Systems and Services. Mr. Ludwig also
has experience at Beckman Coulter, Inc. and Ernst & Young. The Board believes
Mr. Ludwig's extensive experience in finance qualify him to serve as a director
of the Board.
The Board has determined that Mr. Ludwig meets the independence standards
adopted by the Board in compliance with the NASDAQ corporate governance listing
standards and Item 407(a) of Regulation S-K.
Mr. Ludwig has (i) no arrangements or understandings with any other person
pursuant to which he was appointed to as a director, and (ii) no family
relationship with any director or executive officer of the Company or any person
nominated or chosen by the Company to become a director or executive officer.
Mr. Ludwig is not a party to any related party transactions required to be
reported pursuant to Item 404(a) of Regulation S-K and, as of the date of this
Current Report on Form 8-K, holds no direct or indirect beneficial ownership in
the Company's stock or rights to acquire the Company's stock.
Mr. Ludwig will be compensated for this Board service consistent with the
compensation arrangements provided to the Board's other independent,
non-employee directors.
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