Sector: Information Technology
SKYWATER TECHNOLOGY INC · Meeting: June 10, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Nine Directors
Joined the board in March 2025 (less than 24 months ago), so he is exempt from the TSR trigger; brings extensive technology industry and senior executive experience relevant to SkyWater's business.
The stock's 3-year return of +213.2% outpaces the XLK ETF benchmark by +94.2 percentage points, well above the 65pp trigger threshold, so no TSR concern arises; Gen. Daly brings relevant supply chain and manufacturing leadership experience.
The stock's strong 3-year outperformance of the XLK ETF (+94.2pp) means the TSR trigger does not apply; Ms. Fares has deep semiconductor industry experience directly relevant to SkyWater's foundry business.
Joined the board in April 2024 (within 24 months), so he is exempt from the TSR trigger; his CFO background and CMA credential provide appropriate financial expertise for audit committee service.
Joined the board in April 2024 (within 24 months), so he is exempt from the TSR trigger; his legal and M&A background is appropriate for his role chairing the nominating and governance committee.
Joined the board in March 2025 (less than 24 months ago), so he is exempt from the TSR trigger; his CPA credentials and CFO experience make him well-suited for audit committee service.
Joined the board in March 2025 (less than 24 months ago), so she is exempt from the TSR trigger; her CPA credentials and extensive senior executive leadership qualify her for audit committee service.
As CEO-director, he is subject to the TSR trigger, but the stock's 3-year return of +213.2% outperforms the XLK ETF by +94.2pp — well above the 65pp threshold required to trigger a vote against — so no TSR concern applies; his deep semiconductor expertise directly supports board effectiveness.
Has served since October 2020 and is subject to the TSR trigger, but the stock's 3-year return of +213.2% outperforms the XLK ETF by +94.2pp, which is above the 65pp threshold required to trigger a vote against; his investment and finance background is relevant, though late Section 16 filings are a minor negative noted.
All nine directors receive a FOR vote. The company's 3-year stock return of +213.2% outperforms the XLK technology ETF benchmark by +94.2 percentage points, which is above the 65-percentage-point gap required to trigger a vote against any director under the strong-positive TSR tier. Directors who joined within the past 24 months (Baxter, Goetz, Humke, LaFrence, Miller) are additionally exempt from the TSR trigger. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
CEO
Thomas Sonderman
Total Comp
$1,675,311
Prior Support
N/A
SkyWater is an emerging growth company and is not legally required to hold a Say on Pay vote; this proposal does not appear on the ballot as a formal proposal. The CEO's total reported pay of $1,675,311 — consisting of base salary of $559,128, restricted stock units valued at $551,189, and stock options valued at $551,190 — is reasonable for a technology company CEO at a $1.5 billion market cap. Importantly, no cash bonuses were paid in fiscal 2025 because the company's performance targets for adjusted earnings and revenue were not met, demonstrating that the incentive structure functioned as intended by withholding variable pay when goals were missed. The primary concern is that equity awards are time-based only (vesting on a schedule regardless of performance), with no meaningful performance conditions attached, which effectively makes a portion of variable pay function like fixed pay; however, given that the overall pay level appears within a reasonable range and the cash bonus program did enforce accountability in fiscal 2025, this structural weakness does not rise to a vote against on its own.
Auditor
KPMG LLP
Tenure
2 yrs
Audit Fees
$2,324,403
Non-Audit Fees
$28,841
KPMG was appointed in June 2024 and has served for approximately two years, well below the 25-year tenure threshold. Non-audit fees (tax compliance of $28,841) represent only about 1.2% of audit fees of $2,324,403, far below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of SkyWater's size and complexity.
The 2026 SkyWater Technology annual meeting presents two formal proposals: election of nine directors and ratification of KPMG as auditor. Both receive FOR votes — the director slate benefits from exceptionally strong 3-year stock outperformance of the XLK technology ETF (+94.2pp), several newer directors are within their 24-month exemption window, and KPMG is a recently appointed Big 4 auditor with minimal non-audit fees. No Say on Pay vote appears on the ballot because SkyWater qualifies as an emerging growth company exempt from that requirement, and no stockholder proposals were submitted for this meeting.
