Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (d) Appointment of New Director. OnFebruary 2, 2022 , the Board of Directors ("Board") ofSkyWater Technology, Inc. (the "Company") electedGregory B. Graves to serve on the Board effectiveMarch 2, 2022 .Mr. Graves will serve as a Director for a term expiring at the Company's 2022 Annual Meeting of Stockholders.Mr. Graves has served as Chief Financial Officer of Entegris, Inc. sinceApril 2007 and served as Senior Vice President, Strategic Planning & Business Development from 2002 to 2007.Mr. Graves has also served as a director of Laird Superfood since 2018. Prior to joining Entegris,Mr. Graves held positions in investment banking and corporate development, including at Piper Jaffray, RBC (Dain Rauscher ) andThe Pillsbury Company . From 2017 to 2019,Mr. Graves served as a director and Chairman of theAudit Committee of Plug Power Inc. Mr. Graves has served on the Board ofDirectors of the Minneapolis Heart Institute Foundation since 2016 and been Chairman of theAudit and Finance Committee since 2019.Mr. Graves received a B.A. and Master's in Accounting and Taxation from theUniversity of Alabama and an M.B.A. from theUniversity of Virginia . The Board has determined thatMr. Graves is independent under Nasdaq rules. In conjunction withMr. Graves' election to the Board, the Board resolved the composition of the Audit Committee of the Board to compriseMr. Graves ,Gary Obermiller andJohn Kurtzweil , who will also continue to serve as Chair of the Audit Committee.Mr. Graves' compensation will be consistent with that of other non-employee directors paid by the Company pursuant to its Non-Employee Director Compensation Policy, a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with theU.S. Securities and Exchange Commission ("SEC") onDecember 15, 2021 . Such compensation will be pro-rated to reflect the actual timeMr. Graves serves on the Board. In addition, the Board has approved a pro-rated annual grant of restricted stock units toMr. Graves pursuant to the Company's standard form of restricted stock unit agreement for Directors. There are no arrangements or understandings betweenMr. Graves and any other person pursuant to which any of them was selected as a director, and there are no transactions related to the Company in which any of them has an interest requiring disclosure under Item 404(a) of Regulation S-K. Additionally, in connection with his appointment,Mr. Graves will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, as generally described under "Executive and Director Compensation - Indemnification of Directors and Officers and Limitation of Liability" in the Company's S-1 Registration Statement filed with theSEC onMarch 22, 2021 .
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