EMKR EMCORE Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

July 25, 2024

Date of Report (Date of earliest event reported)

 

 

EMCORE CORPORATION

Exact Name of Registrant as Specified in its Charter

 

New Jersey	001-36632	22-2746503
State of Incorporation	Commission File Number	IRS Employer Identification Number

 

450 Clark Dr., Budd Lake, NJ  07828

Address of principal executive offices, including zip code

 

(626) 293-3400

Registrant's telephone number, including area code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, no par value	EMKR	The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d)          On July 25, 2024, the Board of Directors (the “Board”) of EMCORE Corporation (the “Company”) appointed David Rogers as a director of the Company, effective immediately. Mr. Rogers was also appointed to serve as a member of the Board’s Compensation Committee.

 

There are no arrangements or understandings between Mr. Rogers and any other persons pursuant to which Mr. Rogers was selected as a director. There are also no family relationships between Mr. Rogers and any director or executive officer of the Company and Mr. Rogers does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

In connection with his appointment to the Board, Mr. Rogers will receive the standard compensation received by non-employee directors pursuant to the Company’s Directors’ Compensation Policy, as amended on May 26, 2024, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Mr. Rogers has also entered into the Company’s standard form of indemnification agreement with its directors and officers.

 

On July 25, 2024, the Company appointed Matthew Vargas, the Company’s interim Chief Executive Officer and VP, Sales, as a director, effective immediately, and entered into an addendum to the Amended and Restated Offer Letter of Employment previously entered into between the Company and Mr. Vargas (the “Addendum”). Pursuant to the terms of the Addendum, Mr. Vargas and the Company agreed that (i) Mr. Vargas will not receive any additional compensation in connection with his service as a director and (ii) Mr. Vargas will resign from the Board should he no longer serve as the Company’s interim Chief Executive Officer.

 

Except as described above, there are no arrangements or understandings between Mr. Vargas and any other persons pursuant to which Mr. Vargas was selected as a director. There are also no family relationships between Mr. Vargas and any director or executive officer of the Company and Mr. Vargas does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

The above description of the Addendum is a summary only and is qualified in its entirety by the full text of the Addendum, a copy of which is attached hereto as Exhibit 10.2, which is incorporated herein by reference.

 

Item 9.01          Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
10.1†		Directors’ Compensation Policy (amended effective as of May 26, 2024).
10.2†		Addendum to Amended and Restated Offer Letter of Employment dated July 25, 2024, by and between EMCORE Corporation and Matthew Vargas.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

† Management contract or compensatory plan

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	EMCORE CORPORATION
	By:	/s/ Tom Minichiello
Dated: July 31, 2024
	Name: Tom Minichiello
	Title:  Chief Financial Officer

 

 

 

 

Exhibit 10.1

 

EMCORE CORPORATION

 

DIRECTORS’ COMPENSATION POLICY

 

(Amended Effective as of May 26, 2024)

 

Directors of EMCORE Corporation (the “Company”) who are not employed by the Company or one of its subsidiaries (“non-employee directors”) are entitled to the compensation set forth below for their service as a member of the Board of Directors (the “Board”) of the Company. This policy shall remain in effect until it is revised or rescinded by further action of the Board or the Compensation Committee thereof. The Board has the right to amend this policy from time to time. The terms and conditions of this policy shall supersede any prior cash or equity compensation arrangements between the Company and its non-employee directors.

 

Cash Compensation
Annual Cash Retainer
Annual Cash Retainer		$	50,000
Additional Committee Chairperson Retainer
Annual Audit Committee Chairperson Retainer		$	20,000
Annual Compensation Committee Chairperson Retainer		$	9,500
Annual Nominating Committee Chairperson Retainer		$	8,000
Monthly Restructuring Committee Chairperson Retainer		$	12,500
Annual Strategy and Alternatives Committee Chairperson Retainer		$	30,000
Additional Committee Member Retainer
Annual Audit Committee Member Retainer		$	10,000
Annual Compensation Committee Member Retainer		$	5,000
Annual Nominating Committee Member Retainer		$	3,000
Monthly Restructuring Committee Member Retainer		$	12,500
Annual Strategy and Alternatives Committee Member Retainer		$	3,000
Equity Compensation
Annual Equity Award Value		$	75,000
Additional Annual Chairperson Equity Award Value		$	42,500

 

Cash Compensation

 

Each non-employee director will be entitled to an annual cash retainer while serving on the Board in the amount set forth above (the “Annual Cash Retainer”). Each non-employee director who serves as the Chairperson of the Audit Committee, the Compensation Committee, the Nominating Committee, the Restructuring Committee or the Strategy and Alternatives Committee of the Board will be entitled to an additional cash retainer while serving in that position in the applicable amount set forth above (an “Additional Committee Chairperson Retainer”). Each non-employee director who serves as a member of the Audit Committee, the Compensation Committee, the Nominating Committee, the Restructuring Committee or the Strategy and Alternatives Committee of the Board (but is not the chairperson of such Board committee) will be entitled to an additional cash retainer while serving in that position in the applicable amount set forth above (an “Additional Committee Member Retainer”). The amounts of the Annual Cash Retainer, Additional Committee Chairperson Retainer and Additional Committee Member Retainer (collectively, the “Cash Retainer”) reflected above are expressed as annualized amounts, except that the Restructuring Committee Chairperson Retainer and the Restructuring Committee Member Retainer are expressed as monthly amounts. The Restructuring Committee Chairperson Retainer and the Restructuring Committee Member Retainer will be paid for service as the chairperson or as a member of the Restructuring Committee, as applicable, from May 1, 2024 through July 31, 2024, at which time the Board or the Compensation Committee will reevaluate the Restructuring Committee Chairperson Retainer and the Restructuring Committee Member Retainer amounts.

 

The Cash Retainer will be payable in equal quarterly installments in advance (each such quarterly payment, a “Quarterly Cash Retainer Payment”), with 25% of the Cash Retainer payable within five (5) business days of the first day of each fiscal quarter (the “Quarterly Retainer Payment Date”).

 

 

If a non-employee director is elected or appointed to serve as a member of the Board following the date of the annual meeting of the Company’s shareholders for the applicable year and after the first day of the applicable quarter, his or her Quarterly Cash Retainer Payment for such quarter will be prorated by multiplying such Quarterly Cash Retainer Payment by a fraction, the numerator of which is the number of days from the appointment or election date to the last day of the applicable fiscal quarter, and the denominator of which is the number of calendar days in the applicable quarter (“Prorated Quarterly Cash Retainer Payment”). For the avoidance of doubt, a non-employee director who changes roles and is appointed to serve as a member of a committee or as a chairperson of a committee or the Board during any quarter following the Quarterly Retainer Payment Date for such quarter will be entitled to a proration of the incremental increase, if any, between his or her Quarterly Cash Retainer Payment received for such quarter and the increased Quarterly Cash Retainer Payment amount. The Prorated Quarterly Cash Retainer Payment shall be paid to the non-employee director as soon as administratively practicable following such appointment or election. No Cash Retainer or Quarterly Cash Retainer Payments will be paid to the non-employee director for any period prior to the time that the non-employee director is elected or appointed to serve as a member of the Board.

 

If a non-employee director’s service as a member of the Board is terminated due to the non-employee director’s voluntary resignation (which, for the avoidance of doubt, shall not include termination due to the non-employee director’s death or termination of service on the Board due to Disability (as defined under the Equity Plan) or as a result of a Change in Control (as defined under the Equity Plan)) (“Voluntary Resignation”), such non-employee director will be required to repay to the Company a prorated portion of the Quarterly Cash Retainer Payment attributable to any portion of the quarter for which services will not be rendered (with the proration based on the number of calendar days in the quarter that the non-employee director served as a non-employee director or held the particular position, as the case may be). If a non-employee director’s service as a chairperson or member of a committee is terminated due to the non-employee director’s Voluntary Resignation from such position but such non-employee director remains a member of the Board, any portion of the Additional Committee Chairperson Retainer or the Additional Committee Member Retainer, as applicable, that has been paid and is attributable to any portion of the quarter for which services as a chairperson or member of a committee, as applicable, will not be rendered will be netted against any Quarterly Cash Retainer Payment payable to the non-employee director for the subsequent quarter (with the proration based on the number of calendar days in the quarter that the non-employee director served as a chairperson or member of a committee, as the case may be). For the avoidance of doubt, a non-employee director who changes roles or whose service as a member of the Board or as a chairperson or member of a committee is terminated due to the non-employee director’s death or Disability (as defined under the Equity Plan) or as a result of a Change in Control (as defined under the Equity Plan) shall not be required to pay any portion of the Quarterly Cash Retainer Payment already paid to such non-employee director.

 

The Board or the Compensation Committee may also approve other cash compensation in addition to or in lieu of the cash compensation described in this policy.

 

Equity Compensation

 

Annual Equity Award

 

Beginning with the 2024 annual meeting of the Company’s shareholders, on the later of (a) the date of each annual meeting of the Company’s shareholders or (b) the date that there exists sufficient shares available for issuance under the Company’s Equity Plan and Certificate of Incorporation and such shares have been duly registered on a registration statement with the Securities and Exchange Commission, each non-employee director serving as a director immediately following such annual meeting will automatically be granted an award of restricted stock units (an “Annual Equity Award”) with the number of restricted stock units subject to such award determined by dividing (1) the Annual Equity Award grant value set forth above by (2) the per-share closing price of the Company’s common stock on the date of grant (rounded down to the nearest whole unit).

 

For each new non-employee director appointed or elected to the Board other than on the date of an annual meeting of the Company’s shareholders, on the later of (a) the date that the new non-employee director first becomes a member of the Board or (b) the date that there exists sufficient shares available for issuance under the Company’s Equity Plan and Certificate of Incorporation and such shares have been duly registered on a registration statement with the Securities and Exchange Commission, the new non-employee director will automatically be granted a pro-rata portion of the Annual Equity Award (a “Pro-Rata Annual Equity Award”) with the number of restricted stock units subject to such award determined by dividing (1) a pro-rata portion of the Annual Equity Award grant value set forth above by (2) the per-share closing price of the Company’s common stock on the date of grant (rounded down to the nearest whole unit). The pro-rata portion of the Annual Equity Award grant value for purposes of a Pro-Rata Annual Equity Award will equal the Annual Equity Award grant value set forth above multiplied by a fraction (not greater than one), the numerator of which is 12 minus the number of whole months that as of the particular grant date had elapsed since the Company’s last annual meeting of shareholders at which Annual Equity Awards were granted by the Company to non-employee directors, and the denominator of which is 12.

 

 

Each Annual Equity Award and each Pro-Rata Annual Equity Award will vest in full on the earlier of (a) the first anniversary of the grant date, (b) the next annual meeting of the Company’s shareholders following the date of grant, (c) the consummation of a Change in Control (as defined in the Plan) or (d) the non-employee director’s death or termination of service on the Board due to Disability (as defined under the Equity Plan), subject to the non-employee director’s continued service on the Board through such vesting date.

 

Additional Annual Chairperson Equity Award

 

Beginning with the 2024 annual meeting of the Company’s shareholders, on the later of (a) the date of each annual meeting of the Company’s shareholders or (b) the date that there exists sufficient shares available for issuance under the Company’s Equity Plan and Certificate of Incorporation and such shares have been duly registered on a registration statement with the Securities and Exchange Commission, each non-employee director then serving as the Chairperson of the Board immediately following such annual meeting will automatically be granted an award of restricted stock units (an “Additional Annual Chairperson Equity Award”) with the number of restricted stock units subject to such award determined by dividing (1) the Additional Annual Chairperson Equity Award grant value set forth above by (2) the per-share closing price of the Company’s common stock on the date of grant (rounded down to the nearest whole unit). Each Additional Annual Chairperson Equity Award will vest in full on the earlier of (w) the first anniversary of the grant date, (x) the next annual meeting of the Company’s shareholders following the date of grant, (y) the consummation of a Change in Control (as defined in the Plan) or (z) the non-employee director’s death or termination of service on the Board due to Disability (as defined under the Equity Plan), subject to the non-employee director’s continued service on the Board through such vesting date; provided, however that a non-employee director that ceases to serve as Chairperson after the date of the last annual meeting of shareholders and prior to the first anniversary of such meeting date (but remains a non-employee director of the Board) shall be entitled to vest in a pro-rata portion of any outstanding Additional Annual Chairperson Equity Award determined by multiplying (1) the number of restricted stock units subject to such Additional Annual Chairperson Equity Award by (2) a fraction (not greater than one), the numerator of which is the number of whole months that as of such date have elapsed since the Company’s last annual meeting of shareholders at which the Additional Annual Chairperson Equity Award was granted by the Company to the Chairperson of the Board and the denominator of which is 12 (rounded down to the nearest whole unit).

 

For a non-employee director that is newly appointed to serve as Chairperson of the Board other than on the date of an annual meeting of the Company’s shareholders, on the later of (a) the date that the new non-employee director first becomes Chairperson or (b) the date that there exists sufficient shares available for issuance under the Company’s Equity Plan and Certificate of Incorporation and such shares have been duly registered on a registration statement with the Securities and Exchange Commission, the new Chairperson of the Board will automatically be granted a pro-rata portion of the Additional Annual Chairperson Equity Award (a “Pro-Rata Additional Annual Chairperson Equity Award”) with the number of restricted stock units subject to such award determined by dividing (1) a pro-rata portion of the Additional Annual Chairperson Equity Award grant value set forth above by (2) the per-share closing price of the Company’s common stock on the date of grant (rounded down to the nearest whole unit). The pro-rata portion of the Additional Annual Chairperson Equity Award grant value for purposes of a Pro-Rata Additional Annual Chairperson Equity Award will equal the Additional Annual Chairperson Equity Award grant value set forth above multiplied by a fraction (not greater than one), the numerator of which is 12 minus the number of whole months that as of the particular grant date had elapsed since the Company’s last annual meeting of shareholders at which an Additional Annual Chairperson Equity Award was granted by the Company to the Chairperson of the Board and the denominator of which is 12. Each Pro-Rata Additional Annual Chairperson Equity Award will vest in full on the earlier of (w) the first anniversary of the grant date, (x) the next annual meeting of the Company’s shareholders following the date of grant, (y) the consummation of a Change in Control (as defined in the Plan) or (z) the non-employee director’s death or termination of service on the Board due to Disability (as defined under the Equity Plan), subject to the non-employee director’s continued service on the Board through such vesting date.

 

 

General

 

Unless otherwise determined by the Board, each award of restricted stock units will be made under and subject to the terms and conditions of the Equity Plan and an equity award agreement in substantially the form approved by the Board, subject to the terms specified above.

 

Each non-employee director may elect to defer 100% of their restricted stock units granted under this policy subject to the terms of a deferral program approved by the Board or the Compensation Committee, if any.

 

The Board or the Compensation Committee may also approve other equity grants to non-employee directors under the Equity Plan in addition to or in lieu of grants described in this policy.

 

The Board or the Compensation Committee may change and otherwise revise the terms of equity awards to be granted under this policy, including, without limitation, the number of shares subject thereto, for awards of the same or different type granted on or after the date the Board determines to make any such change or revision. Without limiting the foregoing, the Board may determine to grant equity awards in the form of stock options in lieu of restricted stock units having an equivalent grant date fair value determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options (i.e., Black-Scholes) and restricted stock units for financial reporting purposes. The per share exercise price for all options granted under this policy will be one hundred percent (100%) of the per share fair market value as determined under the Equity Plan on the date of grant. The equity awards shall be subject to the terms and conditions of the Equity Plan (including the annual limits on non-employee director grants set forth in the Equity Plan) and an equity award agreement in substantially the form approved by the Board, subject to the terms specified above.

 

Expense Reimbursement

 

All directors will be entitled to reimbursement from the Company for their reasonable and customary out-of-pocket travel (including airfare and ground transportation), lodging and meal expenses incident to their attendance at meetings of the Board or committees thereof or in connection with other Board related business.

 

 

 

Exhibit 10.2

 

ADDENDUM TO EXECUTIVE OFFER OF EMPLOYMENT

 

This Addendum (the “Addendum” is made as of July 25, 2024 to that certain Amended and Restated Offer of Employment dated May 8, 2024 (the “Agreement”), by and between EMCORE Corporation, a New Jersey corporation (the “Company”), and Matthew Vargas (the “Executive”).

 

Thank you for your willingness to serve on the Company’s Board of Directors (the “Board”). This Addendum sets forth the material terms and conditions of your appointment to the Board. Your appointment to the Board will become effective upon the Board’s approval of your appointment and your execution of this Addendum.

 

This Addendum confirms that your services as a director will be subject to the Indemnification Agreement that you previously executed with the Company. In addition, as an employee director, you will not be eligible to receive any additional compensation for your service on the Board, nor will you be eligible to participate in any of the compensation programs that are offered to our other directors, all of whom are non-employee directors. Rather, your compensation set forth in the Agreement will be deemed to compensate you for your service on the Board. In addition, your signature below indicates your agreement to voluntarily resign from the Board promptly following, but in any event within two business days of you ceasing for any reason to serve in the role of the Company’s Interim Chief Executive Officer.

 

For the avoidance of doubt, in the event of any conflict or inconsistency between the Agreement and this Addendum, this Addendum shall prevail and control. Except as amended hereby, the Agreement remains in full force and effect.

 

[remainder of the page intentionally left blank]

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Addendum to the Amended and Restated Offer of Employment.

EMCORE Corporation
/s/ Cletus C. Glasener		Date:	7/25/2024
Name: Cletus C. Glasener
Title: Chairman of the Board
MATTHEW VARGAS
/s/ Matthew Vargas		Date:	7/26/2024
Matthew Vargas

 

 

v3.24.2

Cover	Jul. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 25, 2024
Entity File Number	001-36632
Entity Registrant Name	EMCORE CORP
Entity Central Index Key	0000808326
Entity Tax Identification Number	22-2746503
Entity Incorporation, State or Country Code	NJ
Entity Address, Address Line One	450 Clark Dr.
Entity Address, City or Town	Budd Lake
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07828
City Area Code	626
Local Phone Number	293-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	EMKR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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