DEF 14A

DEF 14A 1 d561983ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

EMCORE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

EMCORE CORPORATION

2015 W. Chestnut Street

Alhambra, California 91803

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON FRIDAY, MARCH 15, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on March 15, 2024: Our 2023 Annual Report and the accompanying proxy materials are available at https://www.proxydocs.com/EMKR.

To Our Shareholders:

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of EMCORE Corporation (“we,” “us,” “our,” “EMCORE” or the “Company”) will be held at 8:00 A.M. Pacific Time on Friday, March 15, 2024, at the Hilton Pasadena, 168 S. Los Robles Ave., Pasadena, CA 91101, for the following purposes:

(1)

To elect the six (6) director nominees named in the attached Proxy Statement to the Board of Directors of the Company (the “Board of Directors”) for a one-year term expiring at the Company’s 2025 Annual Meeting of Shareholders or until their respective successors are duly qualified and elected;

(2)

To approve an amendment to the EMCORE Corporation Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to effect, at the sole discretion of the Board of Directors, a reverse stock split of the Company’s outstanding common stock, no par value (“Common Stock”), at a ratio ranging from 5:1 to 12:1, with such ratio to be determined by the Board of Directors;

(3)

To approve, subject to the Board of Directors’ discretion to adopt, an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 100,000,000 shares to 150,000,000 shares;

(4)

To ratify the approval of the Company’s Section 382 Tax Benefits Preservation Plan (the “Section 382 Tax Benefits Preservation Plan”);

(5)

To approve an amendment to the EMCORE Corporation Amended and Restated 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”) to increase the number of shares of Common Stock available for issuance under the 2019 Equity Incentive Plan by 7,890,000 shares;

(6)

To approve, on an advisory basis, the executive compensation of the Company’s named executive officers;

(7)

To ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024 (“fiscal 2024”); and

(8)

To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on January 16, 2024 as the record date for determining those shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Whether or not you expect to be present at the Annual Meeting, please submit your proxy or voting instructions as promptly as possible to instruct how your shares are to be voted at the Annual Meeting in order to assure the presence of a quorum at the Annual Meeting. You may vote by telephone, Internet or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. If you vote by telephone or Internet, you do not have to separately mail a proxy or voting instruction form.


By Order of the Board of Directors,
		/s/ Ryan Hochgesang
		Ryan Hochgesang
		Secretary

January 26, 2024

Alhambra, California

THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING. REGARDLESS OF WHETHER OR NOT YOU ATTEND THE MEETING. ALL SHAREHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON JANUARY 16, 2024 ARE RESPECTFULLY URGED TO SUBMIT A PROXY OR VOTING INSTRUCTIONS AS PROMPTLY AS POSSIBLE TO INSTRUCT HOW THEIR SHARES ARE TO BE VOTED AT THE ANNUAL MEETING.

EMCORE CORPORATION

PROXY STATEMENT

TABLE OF CONTENTS


	Page
Annual Meeting of Shareholders		1
Internet Availability of Proxy Materials		1
Purposes of the Meeting		1
Outstanding Voting Securities and Voting Rights		2
Information Concerning the Proxy Solicitation		5
Proposal I:
Election of Directors		6
Recommendation of the Board of Directors		11
Director Compensation for Fiscal Year 2023		19
Compensation Discussion and Analysis		23
Executive Compensation		37
Compensation Committee Report		46
Compensation Committee Interlocks and Insider Participation		46
Ownership of Securities		47
Security Ownership of Certain Beneficial Owners and Management		47
Equity Compensation Plan Information		49
Proposal II:
Approval of an Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split		50
Recommendation of the Board of Directors		55
Proposal III:
Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock		56
Recommendation of the Board of Directors		58
Proposal IV:
Ratification of the Approval of the Section 382 Tax Benefits Preservation Plan		59
Recommendation of the Board of Directors		63
Proposal V:
Approval of an Amendment to the 2019 Equity Incentive Plan		64
Recommendation of the Board of Directors		73
Proposal VI:
Advisory Vote on Executive Compensation		74
Recommendation of the Board of Directors		74
Proposal VII:
Ratification of the Appointment of Independent Registered Public Accounting Firm		75
Fiscal Years 2023 & 2022 Auditor Fees and Services		76
Recommendation of the Board of Directors		77
Report of the Audit Committee		78
General Matters		79
Appendix A: Certificate of Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split		A-1
Appendix B: Certificate of Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock		B-1
Appendix C: Section 382 Tax Benefits Preservation Plan		C-1
Appendix D: EMCORE Corporation Amended and Restated 2019 Equity Incentive Plan		D-1

EMCORE CORPORATION

2015 W. Chestnut Street

Alhambra, California 91803

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

March 15, 2024

This Proxy Statement is being furnished to shareholders of EMCORE Corporation (“we,” “us,” “our,” “EMCORE” or the “Company”) as of the close of business on January 16, 2024 (the “Record Date”), in connection with the solicitation on behalf of the Board of Directors of the Company (the “Board of Directors”) of proxies for use at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 8:00 A.M. Pacific Time, on March 15, 2024, at the Hilton Pasadena, 168 S. Los Robles Ave., Pasadena, CA 91101, or at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the related proxy materials are first being furnished to shareholders beginning on or about January 26, 2024. Shareholders should review the information provided herein in conjunction with the Company’s 2023 Annual Report.

INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and the Company’s 2023 Annual Report for the fiscal year ended September 30, 2023 (“fiscal 2023”) are available on the Internet at www.proxydocs.com/EMKR. These materials will also be available under the “Investors” tab on our corporate website (www.emcore.com) beginning on or about January 26, 2024. The other information on our corporate website does not constitute part of this Proxy Statement.

The Company has elected to furnish its proxy materials over the Internet in accordance with applicable rules of the Securities and Exchange Commission (the “SEC”) rather than mailing paper copies of this Proxy Statement and the Company’s 2023 Annual Report to all shareholders. On or about January 26, 2024, the Company commenced the mailing to its shareholders of a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) directing shareholders to the website referenced above where they can access this Proxy Statement and the Company’s 2023 Annual Report and view instructions on how to submit a proxy or voting instructions via the Internet or by telephone. If shareholders wish to receive a paper copy of the Company’s proxy materials, please follow the instructions included in the Notice of Internet Availability. Shareholders who have elected not to receive a Notice of Internet Availability or delivery of their proxy materials electronically by e-mail will receive a printed copy of the proxy materials by mail.

PURPOSES OF THE MEETING

At the Annual Meeting, the Company’s shareholders will consider and vote upon the following matters:

(1)

Election of the six (6) director nominees named in this Proxy Statement to the Board of Directors for a one-year term expiring at the Company’s 2025 Annual Meeting of Shareholders or until their respective successors are duly qualified and elected;

(2)

Approval of an amendment to the Certificate of Incorporation to effect, at the sole discretion of the Board of Directors, a reverse stock split of the outstanding Common Stock at a ratio ranging from 5:1 to 12:1, with such ratio to be determined by the Board of Directors;

(3)

Approval of, subject to the Board of Directors’ discretion to adopt, an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 100,000,000 shares to 150,000,000 shares;

(4)

Ratification of the approval of the Company’s Section 382 Tax Benefits Preservation Plan;

(5)

Approval of an amendment to the 2019 Equity Incentive Plan to increase the number of shares of Common Stock available for issuance under the 2019 Equity Incentive Plan by 7,890,000 shares;

(6)

Approval, on an advisory basis, of the executive compensation of the Company’s named executive officers;

(7)

Ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for fiscal 2024; and

(8)

Transaction of such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Unless contrary instructions are indicated on the proxy you submit, all shares represented by valid proxies received pursuant to this solicitation (and that have not been revoked in accordance with the procedures set forth below) will be voted in accordance with the recommendation of the Board of Directors as follows:

•

FOR the election to the Board of Directors of each of the six (6) nominees for director named in this Proxy Statement (Proposal I);

•

FOR the approval of an amendment to the Certificate of Incorporation to effect a reverse stock split (Proposal II);

•

FOR the approval of an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock (Proposal III);

•

FOR the ratification of the approval of the Section 382 Tax Benefits Preservation Plan (Proposal IV);

•

FOR the approval of an amendment to the 2019 Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder (Proposal V);

•

FOR the approval, on an advisory basis, of the Company’s executive compensation (Proposal VI); and

•

FOR the ratification of CohnReznick LLP as the Company’s independent registered public accounting firm for fiscal 2024 (Proposal VII).

In the event a shareholder specifies a different choice by means of a properly submitted proxy, such shareholder’s shares will be voted in accordance with the specification so made. In addition, your shares will be voted as the proxyholders may determine in their discretion upon any other proposals as may properly come before the Annual Meeting.

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

As of the close of business on the Record Date, the Company had 77,303,718 shares of Common Stock outstanding. Each shareholder of record on the Record Date is entitled to one vote on all matters presented at the Annual Meeting for each share of Common Stock held by such shareholder. The presence, either in person or by properly executed proxy, of the holders of the majority of the shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Attendance at the Annual Meeting will be limited to shareholders as of the Record Date, their authorized representatives, and guests of the Company.

If your shares of Common Stock are registered directly in your name with Equiniti Trust Company, LLC, as of the Record Date, you may vote:

(1)

By Internet: Go to www.proxypush.com/EMKR and follow the instructions;

(2)

By Telephone: Call toll-free to 1-855-635-6594 and follow the instructions;

(3)

By Mail: If you requested a copy of the proxy materials by mail, complete, sign, date and return your proxy card in the envelope supplied to you with the written proxy materials; or

(4)

In Person: Attend the Annual Meeting and vote by ballot provided at the Annual Meeting.

If your shares are held by a bank, broker or other nominee, you are a beneficial owner of those shares rather than a shareholder of record. If you are a beneficial owner, your bank, broker or other nominee will forward you the Notice of Internet Availability or a complete set of the proxy materials, together with a voting instruction form. As a beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following the voting instructions provided by your bank, broker or other nominee. Please refer to the proxy materials forwarded by your bank, broker or other nominee for instructions regarding the methods available to vote your shares (Internet, telephone or mail). Please note that if your shares of Common Stock are held by a bank, broker or other nominee and you wish to vote in person at the Annual Meeting, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares giving you the right to vote in person at the Annual Meeting.

Except as noted below, if you are a holder of record, you may use the Internet or any telephone to transmit your voting instructions or, if you received a printed set of the proxy materials, you may vote by mail by completing, signing, dating and returning the proxy card enclosed with the proxy materials you received before the polls close at the Annual Meeting. If you are a shareholder of record, your proxy, whether submitted by telephone, via the Internet or by mail, may nevertheless be changed or revoked at any time prior to the voting thereof at the Annual Meeting at your discretion either by (i) sending to the Company’s Secretary a written notice of revocation, (ii) by voting the shares covered thereby in person at the Annual Meeting or (iii) by submitting another proxy dated subsequent to the date of the initial proxy. Please note that attendance at the Annual Meeting will not by itself constitute revocation of a proxy. If you are a beneficial owner, please refer to the voting instructions provided by the bank, broker or other nominee that holds your shares for information about the deadline for voting and instructions on how to change or revoke any previously submitted voting instructions.

The vote required for approval of each of the proposals before the shareholders at the Annual Meeting is as follows (and as summarized in the table below):

For Proposal I — Election of Directors, each nominee for director will be elected by a plurality of the votes cast in person or by proxy at the Annual Meeting. Each shareholder may vote the number of shares of Common Stock held as of the Record Date by that shareholder for the nominees or may withhold voting such shares from the nominees. Shareholders may vote “FOR” or “WITHHOLD” authority to vote for each of the nominees. The six (6) nominees who receive the most votes that are properly cast at the Annual Meeting will be elected to the Board of Directors.

For each of Proposal II — Approval of an Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split, Proposal III — Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock, Proposal IV – Ratification of the Approval of the Section 382 Tax Benefits Preservation Plan, Proposal V — Approval of an Amendment to the 2019 Equity Incentive Plan, Proposal VI — Advisory Vote on Executive Compensation and Proposal VII — Ratification of the Appointment of Independent Registered Public Accounting Firm, an affirmative vote of a majority of the votes cast by the holders of shares entitled to vote on such proposal at the Annual Meeting is required to approve each such proposal. Each shareholder may vote “FOR”, vote “AGAINST” or “ABSTAIN” from voting on each of these proposals.

Proposal(s):

Vote Required:

Proposal I — Election of Directors

Plurality of the votes cast

Proposal II — Approval of an Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split

Affirmative vote of a majority of the votes cast by the holders of shares entitled to vote at the Annual Meeting

Proposal III — Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock

Proposal IV — Ratification of the Approval of the Section 382 Tax Benefits Preservation Plan

Proposal V — Approval of an Amendment to the 2019 Equity Incentive Plan

Proposal VI — Advisory Vote on Executive Compensation

Proposal VII — Ratification of the Appointment of Independent Registered Public Accounting Firm

A broker non-vote occurs when banks, brokers or other nominees who hold shares in street name for a beneficial owner of the shares, who have not received voting instructions from the beneficial owner of the shares, do not vote on a non-routine proposal because the bank, broker, or other nominee does not have discretionary authority to vote on such proposal, but the bank, broker, or other nominee does exercise its discretionary authority to vote the beneficial holder’s shares on at least one “routine” matter at the Annual Meeting. Proposal VII — Ratification of the Appointment of Independent Registered Public Accounting Firm is considered a “routine” matter under applicable stock exchange rules while the other proposals at the Annual Meeting are considered “non-routine.” If you hold your shares through a bank, broker, or other nominee and do not provide voting instructions to the bank, broker, or other nominee, then under applicable stock exchange rules governing your bank, broker, or other nominee, the bank, broker, or other nominee may vote your shares in its discretion with respect to Proposal VII above, but may not vote your shares with respect to any of the other proposals. If no voting instructions are received by the broker that holds your shares and your broker exercises its discretion to vote your shares on Proposal VII, your shares will constitute a broker non-vote on each of Proposals I, II, III, IV, V and VI.

In regards to Proposal I — Election of Directors, any shares not voted “FOR” a particular nominee (whether as a result of “WITHHOLD” votes or broker non-votes) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. In regards to each of Proposal II — Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split, Proposal III — Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock, Proposal IV — Ratification of the Approval of the Section 382 Tax Benefits Preservation Plan, Proposal V — Approval of an Amendment to the 2019 Equity Incentive Plan and Proposal VI — Advisory Vote on Executive Compensation, broker non-votes are not considered votes cast and, therefore, they do not have any effect on the voting results for these proposals. Broker non-votes do not exist for Proposal VII — Ratification of the Appointment of Independent Registered Public Accounting Firm, as that proposal is considered a “routine” matter. Abstentions are not treated as votes cast at the Annual Meeting, and therefore will have no effect on the outcome of the vote for any of Proposals II, III, IV, V, VI and VII. Withhold votes, abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the meeting.

Please note that the proposals regarding the ratification of the appointment of our independent registered public accounting firm and approval of executive compensation are advisory only and will not be binding on the Company or the Board of Directors. The results of the votes on those advisory proposals will be taken into consideration by the Company, the Board of Directors or the appropriate committee of the Board of Directors, as applicable, when making future decisions regarding these matters.

INFORMATION CONCERNING THE PROXY SOLICITATION

The cost of preparing and making available this Proxy Statement, the Notice of Internet Availability, Annual Report on Form 10-K, and other related proxy materials is borne by the Company. In addition to the use of the Internet, employees of the Company may solicit proxies personally and by telephone. The Company’s employees will receive no compensation for soliciting proxies other than their regular salaries. Solicitation of proxies may be made by additional mailings, electronic mail, telephone or in person by directors, officers or regular employees of the Company. The Company may request banks, brokers and other custodians, nominees, and fiduciaries to forward copies of the proxy material to their principals and to request authority for the execution of proxies. The Company will reimburse such persons for their expenses in so doing. We have also retained Alliance Advisors LLC to assist in the solicitation of proxies and related services, for a fee estimated to be approximately $20,000 plus an amount to cover expenses. In addition, we have agreed to indemnify Alliance Advisors LLC against certain liabilities arising out of or in connection with their engagement.

PROPOSAL I:

ELECTION OF DIRECTORS

Each of the incumbent directors on the Board of Directors standing for re-election, Mr. Cletus C. Glasener, Mr. Bruce E. Grooms, Ms. Noel Heiks, Mr. Rex S. Jackson, Mr. Jeffrey Rittichier and Mr. Jeffrey J. Roncka, are being nominated for election to the Board of Directors for a one-year term (expiring at the Company’s 2025 Annual Meeting of Shareholders) or until his or her respective successor is duly qualified and elected. Any director elected to fill a vacancy of the Board of Directors will be elected to serve until the next annual meeting of shareholders. Mr. Cletus C. Glasener, Mr. Bruce E. Grooms, Ms. Noel Heiks, Mr. Rex S. Jackson, Mr. Jeffrey Rittichier and Mr. Jeffrey J. Roncka are each a current director and have each consented to serve as a director if elected.

Our previous Board Chairman, Mr. Stephen L. Domenik, served as a director since 2013, and therefore, under the requirements set forth in our Amended and Restated Bylaws and Corporate Governance Guidelines, was not eligible to seek reelection to the Board of Directors at the Annual Meeting as a result of having served on the Board of Directors for more than ten consecutive years. Mr. Domenik resigned from the Board of Directors, effective January 10, 2024, and the Board of Directors appointed Mr. Cletus C. Glasner as Chairman of the Board of Directors.

The following table sets forth certain information regarding each of the director nominees as of the Record Date:


Name and Other Information	Age		Principal Occupation	Served as Director Since

Cletus C. Glasener(1)(9)(10)		65	Chief Financial Officer, Leonardo US Corporation		2024

Bruce E. Grooms(3)(6)(8)(9)(10)		65	Vice President and General Manager of the Marine Services Division, Delphinus Engineering, Inc.		2019

Noel Heiks(6)(9)(10)		53	Managing Partner at Kirenaga Management Group, Inc.		2019

Rex S. Jackson(2)(4)(5)(7)(10)		63	Former Chief Financial Officer, Chargepoint, Inc.		2015

Jeffrey Rittichier		64	Chief Executive Officer, EMCORE Corporation		2015

Jeffrey J. Roncka(5)(10)		54	President and Founder, Sabot Advisors, LLC		2024

(1)	Chairman of the Board (effective January 10, 2024)

(2)	Chairman of Audit Committee

(3)	Chairman of Nominating and Corporate Governance Committee

(4)	Chairman of Compensation Committee

(5)	Chairman of Strategy and Alternatives Committee

(6)	Member of Audit Committee

(7)	Member of Nominating and Corporate Governance Committee

(8)	Member of Compensation Committee

(9)	Member of Strategy and Alternatives Committee

(10)	Determined by the Board of Directors to be an independent director according to the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and the Company’s Amended and Restated Bylaws

The following matrix discloses the gender and demographic backgrounds of our Board of Directors, including the nominees for election to the Board of Directors at the Annual Meeting, as self-identified by its members in accordance with Nasdaq rules.


Board Diversity Matrix (As of January 16, 2024)
Total Number of Directors	6
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	5	—	—

Part II: Demographic Background
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	4	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

If any of the nominees shall become unable or unwilling for good cause to serve as director if elected, the proxies will be voted for the election of such other person as the Board of Directors may select to fill the vacancy or for the balance of the nominees, leaving a vacancy. The Board of Directors has no reason to believe that the director nominees for election at the Annual Meeting will be unwilling or unable to serve if elected as a director.

Directors and Executive Officers

Set forth below is certain information with respect to members of the Company’s Board of Directors, including the nominees for election to the Board of Directors at the Annual Meeting, and the other executive officers of the Company. Ages are listed as of the Record Date. There are no family relationships among any of our directors or executive officers.

Directors

CLETUS C. GLASENER, 65, has served as a director of the Company since January 2024. Mr. Glasener has over 30 years of experience within the aerospace, defense, technology and security industries. From April 2023 to December 2023, he served as the Chief Financial Officer (“CFO”) of Leonardo US Corporation, a subsidiary of Leonardo S.p.A., a multinational company specializing in aerospace, defense and security. Prior to that, Mr. Glasener served as the CFO of Elbit Systems of America, LLC, a subsidiary of Elbit Systems Ltd. (Nasdaq: ESLT), an international military technology company and defense contractor, from 2009 to December 2021. Prior to Elbit, served as CFO and Vice President of Finance of the Vertex Division of L3 Technologies, Inc., a subsidiary of L3Harris Technologies, Inc. (NYSE: LHX), an American technology company, defense contractor, and information technology services provider, from 2008 to 2009 and as CFO, Vice President of Finance and Corporate Secretary of Collins Industries, Inc., a manufacturer of buses, ambulances and terminal trucks, from 2005 to 2006. He also previously served for over 20 years in roles of increasing seniority at Vought Aircraft Industries, Inc., a manufacturer of aerostructures for commercial, military and business jet aircraft, including as Manager of Finance, Manager of Financial Reporting & Planning, Director of Financial Planning, Reporting and Analysis and Vice President, Corporate Controller and Treasurer. Mr. Glasener currently serves as member of the board of directors of Wireless Foods Enterprises Ltd., a private U.K. company with ghost kitchen and food

service operations in South America, since August 2022. Previously, he served as a member of the board of directors of TAC Winddown Corp. (formerly Thayer Aerospace, L.C.), a manufacturer of aircraft parts and equipment, from 2006 to 2015, including as Chairman from 2007 to 2015, and UAS Dynamics, LLC, a joint venture established by Elbit and General Dynamics Armament and Technical Products, Inc., from 2009 to 2011. Mr. Glasener also currently and has previously served on the boards of directors of various non-profit organizations, including the Leukemia & Lymphoma Society from June 2018 to present and Family Legacy Missions International from 2013 to 2015. Mr. Glasener holds an M.B.A. from the University of Missouri-St. Louis and a B.A. in Economics from Washington University in St. Louis. Mr. Glasener is a Certified Public Accountant, Certified Management Accountant and Chartered Global Management Accountant. He is also certified in Financial Management. Mr. Glasener’s significant experience holding executive and senior positions within the aerospace, defense, technology and security industries and general business acumen were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of the Company.

BRUCE E. GROOMS, 65, has served as a director of the Company since June 2019. Mr. Grooms has extensive senior management and executive experience in both the private sector and the U.S. Navy. Since December 2020, Mr. Grooms has served as the Vice President and General Manager of the Marine Services Division for Delphinus Engineering, Inc., a company that specializes in ship repair and maintenance. Prior to joining the Company, Mr. Grooms served as Vice President of the U.S. Business Development Navy and Marine Corps Program at Raytheon Technologies Corporation (“Raytheon”) (NYSE: RTX), an aerospace and defense manufacturer, from December 2015 until June 2019, where he was responsible for identifying and pursuing U.S. Navy and Marine Corps business growth opportunities for Raytheon and was one of its primary contacts with Navy customers, pursuing opportunities in the evolving cyber area, undersea growth and next-generation strike weapons. Prior to joining Raytheon, Mr. Grooms served in the U.S. Navy, retiring as a Vice Admiral following a 35-year U.S. Navy career. Mr. Grooms’ U.S. Navy service included the positions of Deputy Chief of Staff for Capability Development at the NATO Allied Command Transformation, Joint Staff Director and Assistant Deputy for Operations, Plans and Strategy for the Chief of Naval Operations’ staff, and Deputy Director and subsequently Director of the Submarine Warfare Division. He also served as Senior Inspector for the Nuclear Propulsion Examining Board, Senior Military Assistant to the Under Secretary of Defense for Policy, and Company Officer and Commandment of Midshipmen at the U.S. Naval Academy. Since July 2022, Mr. Grooms has served as a director of Vista Outdoor, Inc. (NYSE: VSTO), a designer, manufacturer and marketer of sporting and outdoor products, and currently serves on the management development and compensation committee and the audit committee of its board of directors. Mr. Grooms holds a B.S. in Aerospace Engineering from the U.S. Naval Academy and earned a master’s degree in national security and strategic studies from the Naval War College, graduating with distinction, and later attended Stanford University as a National Security Fellow. Mr. Grooms’ significant leadership experience, extensive knowledge of the defense industry and general business acumen were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of the Company.

NOEL HEIKS, 53, has served as a director since September 2019. Ms. Heiks has extensive executive management and entrepreneurial experience in high tech companies, including defense and optoelectronics companies. Since February 2022, Ms. Heiks has been a Managing Partner at Kirenaga Management Group, Inc., a venture capital firm focused on investing in deep-tech. In August 2021, Ms. Heiks founded Azultera Inc., a company that unlocks airborne artificial intelligence capabilities/climate-smart agriculture company, and served as its Chief Executive Officer from January 2021 until December 2021, prior to its acquisition by Censys Technologies Corporation (“Censys”) in February 2022. Since June 2020, Ms. Heiks has served on the board of directors of Censys, a developer of industrial drones and remote sensing solutions for unmanned aerial systems. From March 2018 to April 2019, Ms. Heiks served as President and Chief Operating Officer of Duos Technologies Group Inc. (Nasdaq: DUOT), a leader in artificial intelligence and machine learning for inspection and security applications. From August 2017 until March 2018, Ms. Heiks served as Interim Chief Executive Officer of MVTRAK, an early stage health monitoring company. In 2008, Ms. Heiks founded Nuvotronics Inc., a manufacturer of radar and wireless systems for defense and telecom organizations, serving as its Chief Executive

Officer and then board member until its acquisition by Cubic Corporation in March 2019. In 1996, Ms. Heiks founded Haleos Inc., a manufacturer of microfabricated optoelectronics components, and served as its Vice President until its acquisition by Rohm and Haas Co. (“Rohm and Haas”) in 2002, where she went on to serve as Marketing Director of Rohm and Haas (now Dow Chemical Company) from 2002 until 2007. Ms. Heiks holds a B.S. in Physics and an M.S. in Electrical Engineering from Virginia Tech University and holds approximately 30 awarded or pending patents. Ms. Heiks’ extensive executive management and entrepreneurial experience in high tech companies, including defense and optoelectronics companies, and general business acumen were the primary qualifications that the Board of Directors considered in concluding that she should serve as a director of the Company.

REX S. JACKSON, 63, has served as a director of the Company since December 2015. From May 2018 until November 2023, Mr. Jackson served as CFO of Chargepoint Inc. (NYSE: CHPT), a publicy-traded provider of charging solutions for electric vehicles. Mr. Jackson previously served as CFO of Gigamon Inc., a developer of network and security visibility solutions, from October 2016 until April 2018, as CFO of Rocket Fuel Inc., an advertising technology company, from March 2016 to October 2016, and on the board of directors of Energous Corporation, a company that develops wireless charging technology, from March 2014 until August 2019. Prior to those roles, Mr. Jackson served as CFO of JDS Uniphase Corporation (“JDSU”), a provider of network and service enablement solutions and optical products for telecommunications service providers, cable operators, and network equipment manufacturers, from January 2013 through September 2015, where he drove the separation of JDSU into two independent public companies in August 2015. Mr. Jackson joined JDSU in January 2011 as Senior Vice President, Business Services, with responsibility for corporate development, legal, corporate marketing and information technology. From 2007 to 2010, Mr. Jackson served as CFO of Symyx Technologies, Inc., a provider of informatics and automation products, where he led the company’s acquisition of MDL Information Systems, Inc. and subsequent merger of equals with another public company. Mr. Jackson also previously served as acting CFO at Synopsys, Inc. (Nasdaq: SNPS), a provider of electronic design automation software and servces, and held executive positions with Avago Technologies Limited (now Broadcom Inc. (Nasdaq: AVGO)), a provider of anolog semiconductor devices, AdForce, Inc. and Read-Rite Corp. Mr. Jackson holds a B.A. from Duke University and earned his J.D. from Stanford University Law School. Mr. Jackson’s accounting and financial expertise, general business acumen, extensive knowledge of the fiber optics industry and significant executive leadership experience were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of the Company.

JEFFREY RITTICHIER, 64, joined the Company as its Chief Executive Officer in January 2015 and was appointed to the Board of Directors effective January 2015. He has worked in the semiconductor industry for over 20 years, including over 10 years in the optical communications industry. Most recently, Mr. Rittichier held the positions of President and Chief Executive Officer at Nanostatics Corporation, a producer of nanofiber technology, from April 2009 to December 2014. Prior to that, from November 2007 to April 2009, he served as President and Chief Operating Officer of the electrical testing company Epik Energy Solutions, L.L.C., a joint venture of Royal Dutch Shell and of NanoDynamics, Inc., focused on commercializing nanotechnology for the energy and petroleum industries. He has also served as Chief Executive Officer of Xponent Photonics, Inc., a manufacturer of surface-mount photonic components for optical assemblies, from October 2001 to November 2007. From April 1999 to October 2001, Mr. Rittichier was Vice President and General Manager of Lucent’s Access Business and Vice President of Marketing at Ortel Corporation, a supplier of optoelectronic components in the cable television, satellite communications, wireless, data communications and telecommunications markets. Mr. Rittichier holds a B.S. in Mechanical Engineering from The Ohio State University. He was awarded the title of Distinguished Alumnus by Ohio State University’s College of Engineering in 2011 and has completed the Financial Management Program and Director’s College at Stanford University. Mr. Rittichier’s experience as a 20-year veteran in the semiconductor industry with a demonstrated track record of identifying and realizing optical networking growth opportunities were the primary qualifications that led the Board of Directors to conclude that he should serve as a director of the Company.

JEFFREY J. RONCKA, 54, has served as a director of the Company since January 2024. Mr. Roncka is an experienced senior strategist and industry expert in the global defense, aerospace, and government services markets. Since October 2023, he has served as the President and Founder of Sabot Advisors, LLC, an advisory firm focused on the global defense, intelligence, government services, banking, finance and related technology sectors. From April 2023 to September 2023, Mr. Roncka served as a Senior Strategy Consultant to Booz Allen Hamilton Inc., a subsidiary of Booz Hamilton Holding Corporation (NYSE: BAH), an American government and military contractor providing technology services and mission solutions to defense, intelligence and federal civil customers, through MBO Professional Services, Inc. Prior to that, he served as Head of Corporate Strategy for Booz Allen from June 2021 to April 2023. Mr. Roncka also previously served in various roles at Renaissance Strategic Advisors II, LLC, an aerospace and defense strategy and M&A consulting firm, including as Senior Partner Emeritus from January 2021 to May 2021, Senior Partner from 2015 to December 2020, and Managing Partner from 2011 to 2014. Earlier in his career, Mr. Roncka served as Vice President of CRA International, Inc. (Nasdaq: CRAI) (d/b/a Charles River Associates), a global consulting firm specializing in litigation, regulatory, financial and management consulting, from 2002 to 2010; Senior Vice President of Global Technology Partners LLC, an investment banking boutique focused on the defense and aerospace industries, from 2000 to 2002; and Industrial and Financial Analyst at the Office of the Secretary of Defense for the United States Department of Defense, an executive branch department of the United States federal government responsible for coordinating and supervising all agencies and functions related to national security, from 1995 to 1999. Mr. Roncka holds an M.A. in National Security Studies from The George Washington University and an A.B. in Modern European History, magna cum laude, from Harvard University. Mr. Roncka’s significant experience as a senior strategist and industry expert in the global defense, aerospace, and government services markets and his general business acumen were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of the Company.

Non-Director Executive Officers

TOM MINICHIELLO, 64, joined the Company as CFO in August 2019. Prior to taking this position, Mr. Minichiello was Senior Vice President, CFO, Treasurer, and Secretary of Westell Technologies Inc., a supplier of communication network infrastructure and remote monitoring solutions. Previously, he was at Tellabs Inc. (“Tellabs”), an optical networking equipment provider, where his positions included Interim CFO, Vice President of Finance and Chief Accounting Officer, Vice President of Financial Operations, and Vice President of Finance for North America. Prior to Tellabs, Mr. Minichiello served in various leadership roles at Andrew Corporation (now CommScope Inc.), a manufacturer of hardware for communications networks, Phelps Dodge, Otis Elevator Company, and United Technologies Corporation. He began his career in the finance organization at Sterling Drug, Inc.. Mr. Minichiello holds an M.B.A. in Entrepreneurship and Operations Management from DePaul University, an M.S. in Accounting from the University of Hartford, and a B.A. in Economics from Villanova University, and is a Certified Public Accountant.

IAIN BLACK, 59, has served as the Company’s Senior Vice President, Operations since April 2018. Prior to that, from May 2017 until April 2018, Mr. Black served as the Company’s Vice President, Wafer Fab Operations. From September 2014 to April 2017, he served as Senior Director of Operations of Lumileds (formerly known as Philips Lumileds Lighting Company LLC), a leading LED manufacturer (“Lumileds”). Prior to assuming this role, he served as Vice President of Worldwide Manufacturing Engineering of Lumileds from 2010 to September 2014 and Vice President, San Jose Manufacturing of Lumileds from 2008 to 2010. Prior to his service at Lumileds, Mr. Black served as a manager in wafer fab Engineering and Operations at Anadigics, Inc., a worldwide provider of semiconductor solutions to the broadband wireless and wireline communications markets from 2000 to 2008. Mr. Black has a BSc in Electrical & Electronic Engineering from the University of Dundee in Scotland.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH DIRECTOR NOMINEE LISTED UNDER PROPOSAL I FOR ELECTION TO THE BOARD OF DIRECTORS AT THE ANNUAL MEETING. Unless otherwise instructed, the proxyholders will vote all properly submitted proxies “FOR” each director nominee listed above under Proposal I.

Governance of the Company

Board of Directors

The Board of Directors oversees the Company’s business and affairs pursuant to the New Jersey Business Corporation Act and the Company’s Certificate of Incorporation and Amended and Restated Bylaws. The Board of Directors is the ultimate decision-making body of the Company, except on matters reserved for the shareholders.

Board Leadership Structure

The Board of Directors believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman of the Board of Directors and Chief Executive Officer of the Company in any way that is in the best interests of the Company and the shareholders at a given point in time. The Board of Directors believes that the decision as to who should serve as Chairman of the Board and Chief Executive Officer, and whether these offices should be combined or separate, should be assessed periodically by the Board of Directors, and that the Board of Directors should not be constrained by a rigid policy mandating that such positions be separate. The Company currently separates the roles of Chief Executive Officer and Chairman of the Board. Mr. Glasener, an independent director, currently serves as Chairman of the Board.

The Board of Directors recognizes that the roles of Chief Executive Officer and Chairman of the Board are distinct. While the Chief Executive Officer is responsible for setting the strategic direction for the Company and for the day-to-day leadership and performance of the Company, the Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for, and presides over, meetings of the Board of Directors. The Board of Directors believes that participation of the Chief Executive Officer as a director, while keeping the roles of Chief Executive Officer and Chairman of the Board distinct, provides the proper balance between independence and management participation at this time. By having a separate Chairman of the Board, the Company maintains an independent perspective on the Company’s business affairs, and at the same time, through the Chief Executive Officer’s participation as a director, the Board of Directors receives valuable experience regarding the Company’s business and maintains a strong link between management and the Board of Directors, which promotes clear communication, enhances strategic planning, and improves implementation of corporate strategies.

The independent directors who chair the Company’s Audit, Compensation, Nominating and Corporate Governance, and Strategy and Alternatives Committees also provide leadership to the Board of Directors in their assigned areas of responsibility. The Board of Directors believes that the independent governance of the Board of Directors is safeguarded through:

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the separation of the roles of Chairman of the Board and Chief Executive Officer;

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the independence of directors constituting a supermajority (83%) of the current members of the Board of Directors;

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the use of a Lead Independent Director when the Chairman of the Board is not an independent director;

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the independence of the chairs and other Board committee members; and

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the holding of regular executive sessions of the non-management directors.

The Company will continue to review its Board structure to ensure that it is in the best position to deliver value to its shareholders, key stakeholders and the communities in which the Company operates.

2018 Amendments to Certificate of Incorporation and Bylaws

Following approval by the Company’s shareholders at the Company’s 2018 Annual Meeting of Shareholders, the Company amended its Certificate of Incorporation in March 2018, and made corresponding amendments to its Bylaws, to (i) declassify the Company’s Board of Directors and (ii) eliminate the supermajority voting requirements applicable to certain provisions of the Certificate of Incorporation. Declassification of the Company’s Board of Directors was phased-in over a three-year period with all directors elected annually beginning with the 2021 Annual Meeting of Shareholders held on March 19, 2021. Each of the amendments are expected to provide increased director accountability and greater shareholder participation in the corporate governance of the Company.

Corporate Governance Guidelines

The Company’s Corporate Governance Guidelines, together with the Company’s Certificate of Incorporation, Amended and Restated Bylaws and the charters of the Board’s committees, provide the framework for the governance of the Company. The Corporate Governance Guidelines address, among other things, Board composition and operations, expectations of directors, succession planning, and communications to the Board of Directors. In September 2016, in connection with its annual review of the Company’s Corporate Governance Guidelines, the Board of Directors, following the recommendation of the Nominating and Corporate Governance Committee, approved several updates to memorialize its governance policies, including:

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limiting the number of public company boards on which a director may serve to five;

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documenting in the Governance Guidelines an existing provision of the Amended and Restated Bylaws that limits the number of consecutive years an independent director may serve on the Board of Directors to ten years;

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charging the Board of Directors, through its Compensation Committee, with reviewing the Company’s succession plan for the Chief Executive Officer and general management; and

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requiring that the Board of Directors and each Board committee perform an annual self-evaluation.

The full text of the Corporate Governance Guidelines is available by clicking on the Corporate Governance link included in the Investors tab of the Company’s website (www.emcore.com).

Code of Ethics

The Company has adopted a code of ethics entitled “EMCORE Corporation Code of Business Conduct and Ethics,” which is applicable to all employees, officers, and directors of the Company. In addition, the Company has adopted a Code of Ethics for Financial Professionals, which applies to the Chief Executive Officer, CFO, Vice Presidents of Finance, Controllers and Assistant Controllers of the Company. The full text of both the Code of Business Conduct and Ethics and the Code of Ethics for Financial Professionals is available by clicking on the Corporate Governance link in the Investors tab of the Company’s website (www.emcore.com). The Company intends to disclose any changes in or waivers from either of its codes of ethics for its directors and executive officers, to the extent disclosure is required by the applicable rules of the SEC and Nasdaq, by posting such information on its website at www.emcore.com or by filing a Current Report on Form 8-K.

Related Person Transaction Approval Policy

The Company’s Code of Business Conduct and Ethics sets forth the Company’s written policy for the review and approval of related person transactions. A related person is defined by applicable SEC rules as any executive

officer, director or director nominee, any person who is known to be a beneficial owner of more than five percent (5%) of the voting securities of the Company, and any immediate family member of any of the foregoing persons.

A related person transaction is defined under applicable SEC rules as any financial or other transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which the Company (or a subsidiary) would be a participant and the amount involved would exceed the lesser of $120,000 and 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any related person would have a direct or indirect material interest. A related person will not be deemed to have a direct or indirect material interest in a transaction if the interest arises only from the position of the person as a director of another corporation or organization that is a party to the transaction or the direct or indirect ownership by such person and all the related persons, in the aggregate, of less than ten percent (10%) of the equity interest in another person (other than a partnership) which is a party to the transaction. In addition, certain interests and transactions, such as director compensation that has been approved by the Board of Directors, transactions where the rates or charges are determined by competitive bid and compensatory arrangements solely related to employment with the Company (or a subsidiary) that have been approved by the Compensation Committee, are not subject to the policy.

The Board of Directors has delegated to the Audit Committee the responsibility for reviewing, approving and, where applicable, ratifying material related person transactions involving the Company’s directors or executive officers or their respective immediate family members or affiliated entities. If a member of the Audit Committee has an interest in a related person transaction, then he or she will not participate in the review process.

In considering the appropriate action to be taken regarding a related person transaction, the Audit Committee or the Board of Directors (as the case may be) will consider the best interests of the Company, whether the transaction is fair to the Company and serves a compelling business reason, and any other factors that it deems relevant. As a condition to approving or ratifying any related person transaction, the Audit Committee may impose whatever conditions and standards it deems appropriate, including periodic monitoring of ongoing transactions.

The Company’s Code of Business Conduct and Ethics also includes the Company’s Conflicts of Interest Policy, among other policies. The Conflicts of Interest Policy provides, among other things, that conflicts of interest exist where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. The Code of Business Conduct and Ethics also provides restrictions on outside directorships, business interests and employment, and receipt of gifts and entertainment and requires that all material violations of the Company’s Code of Business Conduct and Ethics or matters involving financial or legal misconduct be reported to the Audit Committee on at least a quarterly basis, or more frequently depending upon the level of severity of the violation.

Directors and executive officers are also required to disclose potential and existing related person transactions on a quarterly basis and in Directors and Officers Questionnaires completed annually.

There are no related person transactions or conflicts of interest that have occurred since October 1, 2022.

Director Independence

The Board of Directors reviews the independence, and any possible conflicts of interest, of directors and director nominees at least annually. The Board of Directors has affirmatively determined that each of Mr. Glasener, Mr. Grooms, Mr. Jackson, Ms. Heiks and Mr. Roncka are independent under the listing standards applicable to the Company pursuant to the Nasdaq rules, comprising a supermajority (83%) of the Board of Directors. Mr. Rittichier, as the Company’s Chief Executive Officer, is not independent under the Nasdaq rules.

In addition to the Nasdaq listing standard rules, the Company’s Amended and Restated Bylaws require that a majority of the Board of Directors be independent pursuant to certain additional criteria that, in many cases, are

not included within the requirements of the Nasdaq rules. For example, a director is not considered independent for purposes of the Amended and Restated Bylaws if, in the past three years, the director or any of his or her family members: (i) has received any remuneration as an advisor, consultant or legal advisor to the Company or any of its subsidiaries, affiliates, executive officers or to any other director of the Company; (ii) has an agreement with the Company or any of its subsidiaries or affiliates for personal services or has engaged in any transaction or business relationship with the Company or its subsidiaries or affiliates; or (iii) is affiliated with or employed by any present or former auditor for the Company. The Board of Directors has determined that each of Messrs. Glasener, Grooms, Jackson and Roncka and Ms. Heiks are also independent directors within the meaning of the Company’s Amended and Restated Bylaws. A copy of the Company’s Amended and Restated Bylaws is posted in the Corporate Governance section on the Investors tab of the Company’s website (www.emcore.com).

In making its independence determination, the Board of Directors considers the responses of each director and executive officer to an annual Directors and Officers Questionnaire, in which each director answers specific questions to facilitate an evaluation of the director’s independence and each director and executive officer discloses, among other things, information about the following: his or her employment or other occupation; service on the boards or committees of other companies (both public and private); service as a director, trustee or executive officer in any charitable organizations; service of a family member as an officer in any company (public or private) or charitable organizations; relationships by blood, marriage or adoption among directors or executive officers of the Company; related person transactions with the Company; legal proceedings involving the Company; indebtedness to the Company; or prior arrangements and understandings with respect to the selection of directors or executive officers of the Company. Following a review of these Questionnaires, the Company did not identify any transactions, relationships or arrangements engaged in by these directors or in which they participated (directly or indirectly) to be considered by the Board of Directors in making its independence determination.

The Board of Directors’ Role in Risk Oversight

Risk is inherent in business. The Board of Directors recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities to the Company and its shareholders. While the Chief Executive Officer and other members of our senior leadership team are responsible for the day-to-day management of risk, the Board of Directors takes an active role in risk management and is responsible for (i) overseeing the Company’s aggregate risk profile, and (ii) assisting management in addressing specific risks, such as strategic and competitive risks, financial risks, brand and reputation risks, legal risks, regulatory risks, and operational risks.

The Board of Directors believes that its current leadership structure has facilitated its oversight of risk by combining independent leadership, through the separation of the roles of Chief Executive Officer and Chairman of the Board, independent Board committees, and majority independent Board composition. The Chairman of the Board, independent committee chairs and members, and other directors are also experienced professionals or executives who can and do raise issues for Board consideration and review and who are willing to challenge management when necessary. The Board of Directors believes there has been a well-functioning and effective balance between the Chairman of the Board, non-management Board members, and the Chief Executive Officer, which enhances risk oversight.

The Board of Directors exercises its oversight responsibility for risk both directly and through its standing committees. Throughout the year, the Board of Directors and each committee spend a portion of their time reviewing and discussing specific risk topics. The full Board of Directors is kept informed of each committee’s risk oversight and related activities, and committee meeting minutes are available for review by all directors. Strategic, operational and competitive risks also are presented and discussed at the Board’s quarterly meetings, and more often as necessary. On at least an annual basis, the Board of Directors reviews our long-term strategic plans. In addition, at least quarterly, or more often as necessary, the Board of Directors receives a briefing on material legal and regulatory matters.

The Audit Committee is responsible for reviewing our major financial risk exposures, financial reporting, internal controls, credit and liquidity risk, compliance risk, key operational risks, related party transactions, and other potential conflicts of interest. The Audit Committee meets periodically in separate executive session with the CFO and the independent auditor, as well as with committee members only, to facilitate a full and candid discussion of risk and other issues. The Audit Committee is also responsible for overseeing the Company’s cybersecurity policies and procedures. The Company maintains an information security training and compliance program and an information security risk insurance policy, and we are compliant with DFARS 252.204-7012 and DFARS 252.204-7020 and have a compliant NIST SP 800-171 self-assessment status. The Company has not experienced any information security breaches and has not incurred any net expenses from information security breaches in the last three years.

The Compensation Committee is responsible for overseeing human capital and compensation risks, including evaluating and assessing risks arising from our compensation policies and practices for all employees and ensuring executive compensation is aligned with performance. The Compensation Committee also is charged with monitoring our incentive and equity-based compensation plans, including employee retirement and benefit plans. In addition, the Compensation Committee is responsible for overseeing risks associated with succession planning for the Board of Directors.

The Nominating and Corporate Governance Committee oversees risks related to our overall corporate governance, including Board and committee composition, Board size and structure, and director independence.

The Strategy and Alternatives Committee oversees risks related to the Company’s strategic opportunities and alternatives which may be relevant to the Company’s business.

In addition to the responsibilities undertaken by the committees discussed above, the Board committees may have oversight of specific risk areas consistent with the committees’ charters and responsibilities.

Board Meetings and Attendance

The Board of Directors held twenty three (23) regularly scheduled and special meetings during fiscal 2023. During fiscal 2023, all directors of the Company attended at least seventy-five percent (75%) of the aggregate meetings of the Board of Directors and committees on which they served during their tenure on the Board of Directors.

Board Committees

Audit Committee

The Company has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During fiscal 2023, Mr. Jackson (chairman), Mr. Domenik and Ms. Heiks served as members of the Audit Committee. Effective January 10, 2024, Mr. Domenik resigned from his position as Chairman of the Board of Directors and a member of the Audit Committee, and Mr. Grooms was appointed as a member of the Audit Committee. Mr. Jackson (Chairman), Mr. Grooms and Ms. Heiks currently serve as members of the Audit Committee. Each member of the Audit Committee is an independent director within the meaning of applicable Nasdaq and SEC rules. The Board of Directors has determined that Mr. Jackson is an audit committee financial expert within the meaning of SEC rules.

The Audit Committee is responsible for, among other things: (i) reviewing the financial information that will be provided to the Company’s shareholders and overseeing the accounting and financial reporting processes of the Company performed by management, the audits of the financial statements of the Company and the Company’s systems of internal controls; (ii) the appointment, compensation, retention and oversight of the work of the

Company’s independent registered public accounting firm, including reviewing its independence, qualifications and performance; (iii) overseeing the internal audit function of the Company; and (iv) reviewing compliance by the Company with legal and regulatory requirements. The Audit Committee is also responsible for overseeing the Company’s cybersecurity policies and procedures.

A copy of the Audit Committee Charter is posted in the Corporate Governance section on the Investors tab of the Company’s website (www.emcore.com). The Audit Committee met nine (9) times during fiscal 2023.

Compensation Committee

The Compensation Committee evaluates the performance of the Chief Executive Officer and other executive officers and reviews and approves their compensation. During fiscal 2023, Messrs. Jackson (chairman), Domenik and Grooms served as members of the Compensation Committee. Effective January 10, 2024, Mr. Domenik resigned from his position as Chairman of the Board of Directors and a member of the Compensation Committee. Mr. Jackson (Chairman) and Mr. Grooms currently serve as members of the Compensation Committee. Each member of the Compensation Committee is an independent director within the meaning of applicable Nasdaq and SEC rules. The processes and procedures for the review and approval of executive compensation are described in the Compensation Discussion and Analysis section of this Proxy Statement. In addition, the Compensation Committee has responsibility for recommending to the Board of Directors the level and form of compensation and benefits for directors. It also administers the Company’s incentive compensation plans and is responsible for setting the compensation and benefits for the Company’s executives. Additionally, the Compensation Committee is responsible for executive officer development and retention and corporate succession plans for the Chief Executive Officer. A copy of the Charter of the Compensation Committee is posted in the Corporate Governance section on the Investors tab of the Company’s website (www.emcore.com). The Compensation Committee met five (5) times during fiscal 2023.

To the extent consistent with its obligations and responsibilities, the Compensation Committee may form subcommittees of one or more members of the Compensation Committee and delegate its authority to the subcommittees as it deems appropriate. The Compensation Committee has the authority to retain and terminate external advisors in connection with the discharge of its duties.

During fiscal 2023, the Compensation Committee engaged Compensia, Inc. (“Compensia”), an independent compensation consultant, to conduct a review of the Company’s peer group of companies (the “Peer Group”) and conduct a compensation survey of executive compensation and Board of Directors’ compensation utilizing the Peer Group. For more information regarding the services provided by Compensia, see the “Compensation Discussion and Analysis — Role of Compensation Consultant” section of this Proxy Statement. The Compensation Committee has assessed the independence of Compensia and concluded that its engagement of Compensia does not raise any conflict of interest with the Company or any of its directors or executive officers.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies and recommends new members to the Company’s Board of Directors and has responsibility for certain corporate governance matters. During fiscal 2023, Mr. Domenik (chairman) and Mr. Grooms served as members of the Nominating and Corporate Governance Committee. Effective January 10, 2024, Mr. Domenik resigned from his position as Chairman of the Board of Directors and a member of the Nominating and Corporate Governance Committee, and Mr. Grooms was appointed as Chairman of the Nominating and Corporate Governance Committee. Mr. Grooms (Chairman) and Mr. Jackson currently serves as members of the Nominating and Corporate Governance Committee. A copy of the Charter of the Nominating and Corporate Governance Committee is posted in the Corporate Governance section on the Investors tab of the Company’s website (www.emcore.com). The Nominating and Corporate Governance Committee met four (4) times during fiscal 2023.

In performing its responsibilities relating to the identification and recommendation of new directors, the Nominating and Corporate Governance Committee has not established specific minimum age, education, experience or skill requirements for potential director nominees. When considering a potential director candidate, the Nominating and Corporate Governance Committee considers the candidate’s individual skills and knowledge, including experience in business, finance, or administration, familiarity with national and international business matters, and appreciation of the relationship of the Company’s business to changing needs in our society. The Nominating and Corporate Governance Committee also carefully considers any potential conflicts of interest. All nominees must possess demonstrated character, good judgment, integrity, relevant business, functional and industry experience, and a high degree of acumen. Although the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity in identifying nominees for director, the Nominating and Corporate Governance Committee recognizes the benefits associated with a diverse board and considers diversity as a factor when identifying and evaluating candidates for membership on our Board of Directors, including in connection with its efforts to seek additional female candidates and candidates from unrepresented communities that it believes have the requisite qualifications and experience to join the Board of Directors. The Nominating and Corporate Governance Committee utilizes a broad conception of diversity, including professional and educational background, prior experience on other boards of directors (both public and private), political and social perspectives as well as race, gender and national origin. Utilizing these factors, and the factors described above, the Nominating and Corporate Governance Committee makes recommendations, as it deems appropriate, regarding the composition and size of the Board of Directors. The priorities and emphasis of the Nominating and Corporate Governance Committee and of the Board of Directors may change from time to time to take into account changes in business and other trends and the portfolio of skills and experience of current and prospective Board members.

The Nominating and Corporate Governance Committee identifies potential candidates from a number of sources, including current members of the Board of Directors and, if the Nominating and Corporate Governance Committee so chooses, third party search firms. The Nominating and Corporate Governance Committee may also consider candidates proposed by management or by shareholders. After the Nominating and Corporate Governance Committee’s initial evaluation of a candidate, if that candidate is still of interest to the Nominating and Corporate Governance Committee, one or more designated members of the Board of Directors will interview the candidate. Additional interviews by other Board members and/or senior management may take place and other screening processes may be undertaken. The Nominating and Corporate Governance Committee will meet to finalize its recommended candidates, which will be submitted to the entire Board of Directors for consideration. All candidates who are recommended by the Nominating and Corporate Governance Committee and approved by the Board of Directors are then included as nominees in the first proxy statement following their appointment or nomination and each year thereafter.

The Nominating and Corporate Governance Committee will consider suggestions from shareholders regarding possible director candidates for election at future annual meetings of shareholders or in the event of a vacancy on the Board of Directors. The Nominating and Corporate Governance Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by other sources as described above. Such suggestions must contain (1) all information for each nominee required to be disclosed in a proxy statement for the election of directors pursuant to applicable rules of the SEC, (2) the name and address of the shareholder making the recommendation, the number of shares of Common Stock beneficially owned by the shareholder as of the date the shareholder gives notice and the length of ownership, (3) the name, age and address of the director candidate and a description of the director candidate’s business experience for at least the previous five years, (4) the number of shares of Common Stock beneficially owned by the director candidate, and (5) the written consent of the director candidate to serve as a director if elected. The Nominating and Corporate Governance Committee may require additional information as it deems reasonably necessary to determine the eligibility of the director candidate to serve as a member of our Board of Directors. Shareholders who wish to nominate a person for election as a director at a meeting of shareholders (as opposed to making a recommendation to the Nominating and Corporate Governance Committee as described above) must deliver written notice to the Company’s Secretary in accordance with the procedures and timing set forth in the

Company’s Amended and Restated Bylaws, as discussed in the section of this Proxy Statement entitled “General Matters — Shareholder Proposals” below.

The Nominating and Corporate Governance Committee is also responsible for certain corporate governance matters, including:

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making recommendations to the Board of Directors regarding the membership and chairpersons of each Board committee;

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ensuring that the requisite number of directors meet the applicable independence requirements contained in the Nasdaq listing standards, SEC rules and the Company’s Amended and Restated Bylaws;

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developing and overseeing the process for completing annual Board of Directors and Board committee evaluations; and

•

periodically reviewing and recommending updates to the Corporate Governance Guidelines and addressing any other corporate governance issues that may arise from time to time.

When appropriate, the Nominating and Corporate Governance Committee may form subcommittees of one or more of its members and delegate its authority to these subcommittees as it deems appropriate.

Strategy and Alternatives Committee

The purpose of the Strategy and Alternatives Committee is to oversee the Company’s strategic plan, working with management to define and set strategic goals and expectations for the Company, to evaluate strategic opportunities and alternatives available to the Company, including potential mergers, acquisitions, divestitures and other key strategic transactions outside the ordinary course of the Company’s business, and to perform any other activities or responsibilities as may be delegated to the Strategy and Alternatives Committee from time to time by the Board of Directors. During fiscal 2023, Mr. Domenik (chairman), Ms. Heiks and Mr. Jackson served as members of the Strategy and Alternatives Committee. Effective January 10, 2024, Mr. Domenik resigned from his position as Chairman of the Board of Directors and Chairman of the Strategy and Alternatives Committee, Mr. Roncka was appointed as Chairman of the Strategy and Alternatives Commitee, and Mr. Glasener and Mr. Grooms were each appointed as a member of the Strategy and Alternatives Committee. Mr. Roncka (Chairman), Mr. Glasener, Mr. Grooms, Ms. Heiks and Mr. Jackson currently serve as members of the Strategy and Alternatives Comittee. A copy of the Charter of the Strategy and Alternatives Committee is posted in the Corporate Governance section of the Investors tab of the Company’s website (www.emcore.com).

Board Attendance at Annual Meetings

The Company requires members of the Board of Directors to attend the Company’s Annual Meetings of Shareholders, absent extraordinary circumstances. All of the then-current members of the Board of Directors attended the 2023 Annual Meeting of Shareholders.

Annual Board Evaluations

Pursuant to our Corporate Governance Guidelines and the charter of the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee oversees an annual evaluation of the performance of the Board of Directors and each committee of the Board of Directors. The evaluation process is facilitated by outside legal counsel and is designed to assess the overall effectiveness of the Board of Directors and its committees and to identify opportunities for improving Board of Directors and Board committee operations and procedures. The annual evaluations are generally conducted in the first quarter of each calendar year and the results of the annual evaluation are reviewed and discussed by the Board of Directors.

Management Succession Planning

The Compensation Committee is responsible for reviewing the Company’s succession plan for the Chief Executive Officer and general management. In performing these functions, the Compensation Committee, with the assistance of the Chief Executive Officer, periodically assesses senior managers and their succession potential.

Shareholder Communications with the Board of Directors

Shareholders may communicate with the Company’s Board of Directors through its Secretary by writing to the following address: Board of Directors, c/o The Secretary, EMCORE Corporation, 2015 W. Chestnut Street, Alhambra, CA, 91803. The Company’s Secretary will forward all correspondence to the Board of Directors, except for junk mail, mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate or redundant material. A Board member may request to see all shareholder communications at any time.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

The Company compensates each non-employee director for service on the Board of Directors. The following table presents director compensation information for fiscal 2023 for the Company’s non-employee directors who served during any part of fiscal 2023.


Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)			Total($)
Stephen L. Domenik		81,000		117,500	(3)		198,500
Bruce E. Grooms		58,000		75,000	(4)		133,000
Noel Heiks		63,000		75,000	(4)		138,000
Rex S. Jackson		82,500		75,000	(4)		167,500

(1)

The compensation paid to Jeffrey Rittichier, the Company’s Chief Executive Officer, is not included in this table because he was an employee of the Company during his service as director and received no compensation for his service as director. Mr. Rittichier’s compensation is disclosed in the Summary Compensation Table below.

(2)

The amounts in this column reflect the grant date fair value of the stock awards granted during fiscal 2021 for services rendered or to be rendered for the period of March 10, 2023 through March 14, 2024, payment of which was made in restricted stock units granted on March 19, 2021 that vest to one-third of the underlying shares on each of the first three anniversaries of the grant date (or, if the Company’s next annual meeting of shareholders for the applicable year occurs prior to such vesting date, on the day prior to that annual meeting), subject to such director’s continued service on the Board of Directors through such date. The grant date fair value of the stock awards was determined in accordance with FASB Accounting Standards Codification No. 718 — “Compensation — Stock Compensation” (without regard to estimated forfeitures related to a service based condition) (“ASC 718”). As of September 30, 2023, each non-employee director held the following number of unvested restricted stock units: Mr. Domenik (17,563); Mr. Grooms (11,211); Ms. Heiks (11,211); and Mr. Jackson (11,211).

(3)

Includes: (i) the portion of the $225,000 worth of Common Stock received as the 3-Year Equity Award for service as a director for the period of March 19, 2021 through March 14, 2024 that vested during fiscal 2023; and (ii) the portion of the $127,500 worth of Common Stock received as the 3-Year Chairperson Equity Award for the director’s service as Chairman of the Board of Directors for the period of March 19, 2021 through March 14, 2024 that vested during fiscal 2023.

(4)	Represents the portion of the $225,000 worth of Common Stock received as the 3-Year Equity Award for service as a director for the period of March 19, 2021 through March 14, 2024 that vested during fiscal 2023.

With respect to the fees earned or paid in cash as reflected in the table above, fees were earned and paid on the following basis:


Name	Retainer ($)		Audit Committee ($)		Compensation Committee ($)		NCG Committee ($)		Strategy Committee ($)		Total ($)
Stephen L. Domenik		50,000		10,000		5,000		8,000		8,000		81,000
Bruce E. Grooms		50,000		—		5,000		3,000		—		58,000
Noel Heiks		50,000		10,000		—		—		3,000		63,000
Rex S. Jackson		50,000		20,000		9,500		—		3,000		82,500

Director Compensation Policy

During fiscal 2023, the Company’s Director Compensation Policy (the “Director Compensation Policy”) entitled each director to the following compensation for their service as a member of the Board of Directors:


Cash Compensation
All Board Members
Annual Cash Retainer	$	50,000
Board Committee Chairpersons
Annual Audit Committee Chairperson Retainer	$	20,000
Annual Compensation Committee Chairperson Retainer	$	9,500
Annual Nominating and Corporate Governance Committee Chairperson Retainer	$	8,000
Annual Strategy and Alternatives Committee Chairperson Retainer	$	8,000
Other Board Committee Members
Annual Audit Committee Member Retainer	$	10,000
Annual Compensation Committee Member Retainer	$	5,000
Annual Nominating and Corporate Governance Committee Member Retainer	$	3,000
Annual Strategy and Alternatives Committee Member Retainer	$	3,000

Equity Compensation
3-Year Equity Award	$	225,000
3-Year Chairperson Equity Award	$	127,500

Under the Director Compensation Policy, the equity awards referenced above are granted, every three years, in the form of restricted stock units immediately following the Company’s annual meeting of shareholders to each director then in office, in a number of restricted stock units equal to $225,000 (or $352,500 in the case of the grant made to the Chairperson), divided by the per-share closing price of the Common Stock on the date of such annual meeting. The restricted stock units will vest as to one third of the shares underlying the award on each of the first three anniversaries of the grant date (or, if the Company’s corresponding annual meeting of shareholders occurs prior to such vesting date, on the day prior to that annual meeting), subject to the non-employee director’s continued service on the Board of Directors through such vesting date. In the event a non-employee director or Chairman joins the Board of Directors on a date other than the date of an annual meeting of the Company’s shareholders, the equity compensation is prorated based on the number of calendar months that have elapsed since the most recent annual meeting in which 3-Year equity awards were granted. Unvested equity awards will also vest in full upon a director’s earlier termination of service due to death or disability or upon a change of control of the Company.

Cash retainers are paid quarterly in arrears. If a non-employee director serves in the corresponding position for only a portion of the year, the cash retainers will be pro-rated (with the proration based on the number of calendar days in the quarter that the director served as a non-employee director or held the particular position, as the case may be). Any time that the Company’s trading window is open under the Company’s Executive Insider

Trading Policy, a non-employee director may elect that all or a portion of his or her cash retainer be converted into fully vested shares of the Common Stock in a number of shares determined by dividing (i) the amount of the cash retainer for the applicable quarter by (ii) the per-share closing price of the Common Stock on the last trading day of the applicable quarter, with the result rounded down to the nearest whole share. Any such shares issued pursuant to such an election shall be issued under, and subject to the terms of, the 2019 Equity Incentive Plan or any other equity compensation plan approved by the Company’s shareholders and in effect at the time of grant.

In accordance with the Director Compensation Policy, on March 19, 2021, each non-employee director serving on the Board of Directors as of such date (other than Mr. Domenik) was granted 33,632 restricted stock units (calculated by dividing (a) the $225,000 3-Year Equity Award to which each director is entitled under the Director Compensation Policy by (b) $6.69, which was the closing share price of the Common Stock on March 19, 2021, rounded down to the nearest whole share) for services rendered from the period of March 19, 2021 through March 19, 2024 (or, if the Annual Meeting occurs prior to such date, on the day prior to the Annual Meeting). Pursuant to the Director Compensation Policy, Mr. Domenik received 52,690 restricted stock units for his service as Chairman of the Board of Directors (calculated by (a) adding the $225,000 3-Year Equity Award to which each director is entitled under the Director Compensation Policy plus the $127,500 3-Year Equity Award to which the Chairman is entitled under the Director Compensation Policy, then (b) dividing by the $6.69 closing share price of the Common Stock on March 19, 2021. In all cases, these shares were granted under the 2019 Equity Incentive Plan. Pursuant to the Director Compensation Policy, all future director equity awards will be made under the 2019 Equity Incentive Plan or any other equity compensation plan approved by the Company’s shareholders and in effect at the time of grant.

In December 2023, the Board of Directors, upon the recommendation of the Company’s Compensation Committee, approved an amended Director Compensation Policy (the “Amended Director Compensation Policy”) which entitled each director to the following compensation for their service as a member of the Board of Directors:


Cash Compensation
Annual Cash Retainer
Annual Cash Retainer – All Board Members	$	50,000
Additional Committee Chair Retainers
Annual Audit Committee Chairperson Retainer	$	20,000
Annual Compensation Committee Chairperson Retainer	$	9,500
Annual Nominating and Corporate Governance Committee Chairperson Retainer	$	8,000
Annual Strategy and Alternatives Committee Chairperson Retainer	$	8,000
Additional Committee Member Retainers
Annual Audit Committee Member Retainer	$	10,000
Annual Compensation Committee Member Retainer	$	5,000
Annual Nominating and Corporate Governance Committee Member Retainer	$	3,000
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

Under the Amended Director Compensation Policy, the equity awards referenced above are granted, beginning with the 2024 Annual Meeting, 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 2019 Equity Incentive Plan or any other equity compensation plan approved by the Company’s shareholders and in effect at the time of grant (the “Existing Equity Plan”) and Certificate of Incorporation and such shares have been duly registered on a registration statement with the SEC. 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). Each 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 Existing Equity Plan) or (d) the non-employee director’s death or termination of service on the Board of Directors due to Disability (as defined under the Existing Equity Plan), subject to the non-employee director’s continued service on the Board through such vesting date.

In accordance with the Amended Director Compensation Policy, the next annual equity grants to current members of the Board of Directors are expected to occur in March 2024.

No director who is also an employee of the Company receives compensation for services rendered as a director.

Director Stock Ownership and Holding Requirements.

Our Board of Directors has a stock ownership policy for directors and executive officers. We believe that this policy aligns the interests of our directors with those of our shareholders by requiring directors to have direct ownership in shares of our Common Stock. The policy requires each of our non-employee directors to own shares of our Common Stock having a value equal to at least three times the annual cash retainer they receive (excluding retainers for committee members and chairpersons). Each director is required to be in compliance with the required minimum ownership levels within five years from the date such person is appointed as a director, and is required to retain at least fifty percent (50%) of the net after-tax shares received in respect of equity awards until he or she is in compliance.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the material elements of the Company’s executive compensation program and analyzes the compensation decisions made for the executive officers included in the Summary Compensation Table (the “Named Executive Officers”) for fiscal 2023.

2023 Named Executive Officers

Our Named Executive Officers for fiscal 2023 were:

Jeffrey Rittichier — Chief Executive Officer (our “CEO”)

Tom Minichiello — Chief Financial Officer (our “CFO”)

Iain Black — SVP, Operations

Because we qualify as a “smaller reporting company”, we have only three Named Executive Officers for fiscal 2023.

Fiscal 2023 Financial Performance

Our significant transformation that began in the fiscal year ended September 30, 2019 (“fiscal 2019”) continued throughout fiscal 2023. Five years ago, the Company’s Broadband segment represented over 90% of our total revenue and carried 90% of our assets and costs. Due to risks related to this revenue concentration, including uncertainties concerning changing technology adoption in the CATV market, we initiated efforts to diversify our revenue stream. These efforts accelerated during the fiscal year ended September 30, 2022 (“fiscal 2022”), including the acquisitions of (i) the Space & Navigation business of L3Harris Technologies, Inc. (“L3Harris”) on April 29, 2022 and (ii) the Inertial Navigation business of KVH Industries, Inc. (“KVH”) on August 9, 2022 and continued through fiscal 2023. Several key actions that accelerated this transformation were the subject of significant activity throughout fiscal 2023, including finalization of the efforts to sell our Broadband business, which efforts concluded with the consummation of a transaction transferring substantially all of our assets and liabilities primarily related to our Broadband business (other than our chips business and related wafer fab assets) and defense optoelectronics product line to a buyer on October 11, 2023, and the shutdown of our wafter fab operations and discontinuance of our chips product line during fiscal 2023. As a result of these efforts to transform our business, the contribution of our Broadband segment and defense optoelectronics business line to our total revenue declined to approximately 9.0% during fiscal 2023, while the contribution of our continuing Aerospace and Defense business to our total revenue increased to 91.0% during fiscal 2023.

We believe the actions initiated by the Company to transform our business that continued in fiscal 2023 position the Company for long-term growth and are reflected in these significant changes in our revenue mix.

Executive Compensation Program Highlights

Highlights of our executive compensation program include:

•

Performance-Based Incentive Plans:

•

During fiscal 2023, we continued to utilize our performance-based long-term equity award program that our Compensation Committee developed with Compensia, its independent compensation consultant. Under our program design, typically at least 50% of the target number of shares subject to equity awards granted to our Named Executive Officers consist of performance-based restricted stock units (“PSUs”) that will vest based on a combination of either our relative total shareholder return or an increase in our share price over a three-year performance period and the executive’s continued employment with the Company. During fiscal

2022, 100% of the target number of shares subject to equity awards granted to our Named Executive Officers consisted of PSUs. Due to the limited number of shares available for new awards under our equity plans, the Compensation Committee reduced the overall number of shares subject to equity awards granted in fiscal 2023 and focused our fiscal 2023 equity awards on retention, and as a result, approximately 29% of the target number of shares subject to equity awards granted to our Named Executive Officers in fiscal 2023 consisted of such PSUs. The Company expects that a significant portion of the PSUs awarded to our Named Executive Officers in fiscal 2024, if any, will consist of PSUs.

•

During fiscal 2023, we continued with our performance-based annual short-term incentive program. With respect to each of our Named Executive Officers, including our CEO, 100% of the target bonus opportunity during the 2023 calendar year was tied to adjusted EBITDA for the Company’s ongoing business lines (i.e. excluding the Company’s Broadband and Defense Optoelectronics business lines, which were each discontinued in April 2023 and ultimately sold (other than the Company’s Chips business line within the Broadband segment) in October 2023) for each quarter during the 2023 calendar year (except that for the quarters ended December 31, 2022 and March 31, 2023, the Compensation Committee determined that no amount was payable).

•

We do not have any employment or severance agreements with our Named Executive Officers that provide for “single trigger” change in control cash severance benefits. Our employment agreements with each of our CEO and CFO limit cash severance benefits for a qualifying termination of employment to a “1x” multiple, whether or not the qualifying termination of employment is in connection with a change in control. While the employment agreement with our CEO from December 2014 provides for “single trigger” acceleration and immediate vesting of 50% of his outstanding equity awards in the event of a change in control of the Company, we do not have any agreement with our CFO that provides for “single trigger” equity severance benefits. Our Compensation Committee has the discretion to establish and implement reasonable guidelines and practices with respect to payment of severance upon an executive’s termination without cause, generally, subject to such executive entering into a release of claims in favor of the Company and agreeing to certain meaningful restrictive covenants.

•

None of our Named Executive Officers is entitled to a “gross up” of any income or excise taxes.

•

We maintain a clawback policy with respect to incentive compensation as described in more detail below.

•

We maintain a stock ownership policy that subjects our Named Executive Officers and members of our Board of Directors to specified holding requirements.

•

Our Named Executive Officers and members of our Board of Directors are prohibited from engaging in hedging transactions and pledging transactions with respect to Company securities.

Objectives of the Company’s Executive Compensation Program

The Company’s executive compensation program is designed to:

•

attract, motivate, reward and retain highly qualified and talented individuals,

•

motivate executives to improve the overall performance and profitability of the Company and reward them when specific measurable results have been achieved,

•

encourage accountability by making executive compensation decisions based on each executive’s individual performance and contributions,

•

tie incentive awards to performance metrics that we believe drive the performance of the Company’s Common Stock over the long term to further reinforce the linkage between the interests of the Company’s shareholders and employees,

•

link executives’ interests with shareholders’ interests by generally providing a significant portion of targeted total direct compensation in the form of stock-based incentives, and

•

ensure compensation levels are both externally competitive and internally equitable.

Listening to Our Shareholders

Each year, we provide our shareholders the opportunity to cast an advisory vote on our executive compensation program. This annual vote is known as the “say-on-pay” proposal. At the Company’s 2023 Annual Meeting of Shareholders held on March 10, 2023, approximately 81.6% of the votes cast on the say-on-pay proposal were voted in favor of the proposal, while at the Company’s 2022 Annual Meeting of Shareholders, approximately 94.0% of the votes cast on the say-on-pay proposal were voted in favor of the proposal, and at the Company’s 2021 Annual Meeting of Shareholders, approximately 86.7% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. This say-on-pay result continued the strong support demonstrated by our say-on-pay votes for the five previous fiscal years, where over 90% of shareholders voted in favor of our say-on-pay proposal for three of such fiscal years (all years other than the 2023 and 2021 annual meetings of shareholders). The Compensation Committee believes this high degree of support for our say-on-pay proposals in the past five years reflects shareholders’ approval of the significant changes we made to our executive compensation program during the fiscal year ended September 30, 2016 (“fiscal 2016”) and that have been maintained through fiscal 2023.

We have continued to meet with a significant portion of our institutional shareholders who each individually hold more than 0.5% of our outstanding shares. In general, our shareholders have continued to react positively to our executive compensation and corporate governance practices. Our executive compensation programs have strong governance components that further strengthen our pay-for-performance compensation philosophy, including the following:


	Compensation Practice	Our Policies and Actions
✓	Independent Compensation Committee	Our Compensation Committee consists entirely of independent directors.
✓	Independent Compensation Consultant	Our Compensation Committee utilizes an independent compensation consultant, which is retained directly by the Compensation Committee and provides no other services to the Company’s management.
✓	Pay for Performance: Short-Term Incentive Plan	We continued with our performance-based annual incentive program design. 100% of each Named Executive Officer’s cash bonus opportunity for the 2023 calendar year was tied to a Company performance metric.
✓	Pay for Performance – Equity Awards	In fiscal 2023, approximately 29% of the target number of shares subject to equity awards granted to our Named Executive Officers consisted of PSUs that will vest, if at all, based on our relative total shareholder return over a three-year performance period.
✓	Minimum Vesting Period for Equity Awards	At the 2019 Annual Meeting of Shareholders, the Company’s shareholders, upon the recommendation of the Board, approved the


		Company’s 2019 Equity Incentive Plan, which requires substantially all awards granted under the 2019 Equity Incentive Plan to have a minimum vesting period of one year and, subject to the Compensation Committee’s discretion to accelerate awards, prohibits any portion of an award to vest earlier than the first anniversary of the grant date of the award.
✓	Limited Discretion to Accelerate Vesting on Change in Control	At the 2023 Annual Meeting of Shareholders, the Company’s shareholders, upon the recommendation of the Board, approved an amendment to the Company’s 2019 Equity Incentive Plan to provide greater specificity on how awards vest in connection with a change of control (as defined in the 2019 Equity Incentive Plan) and to limit the Compensation Committee’s discretion to accelerate awards upon the consummation of a change in control.
✓	Clawback Policy	We maintain a clawback policy that applies to all of the Named Executive Officers.
✓	Stock Ownership Policy	We maintain a stock ownership policy with a 3x salary ownership requirement for our Chief Executive Officer and a 1x salary ownership requirement for other Named Executive Officers. Executive officers are required to retain at least 50% of the net after-tax shares received in respect of equity awards until they are in compliance.
✓	Restrictions on Hedging and Pledging Transactions	We maintain a policy prohibiting pledging or hedging of the Company’s securities or engaging in derivative transactions related to our Common Stock.

Role of the Compensation Committee

Pursuant to its charter, the Compensation Committee has the authority to determine the compensation of our Named Executive Officers. The Compensation Committee approves the structure of our executive compensation program, and is responsible for administering our equity compensation plans, including approving grants of awards under the plans. In performing its duties, the Compensation Committee is authorized to consider the recommendations of our Chief Executive Officer when determining the compensation of the other Named Executive Officers.

The elements of our executive compensation program and the compensation amounts payable thereunder to each Named Executive Officer were approved by the Compensation Committee. All Compensation Committee members are independent under applicable Nasdaq rules, and, except for recommendations made by Mr. Rittichier with respect to the compensation of the other Named Executive Officers (other than himself), no Named Executive Officers had any role in determining the compensation of the Named Executive Officers.

Compensation Risk

The Compensation Committee has reviewed the Company’s compensation policies and practices for all employees, including executive and non-executive officers, and determined that the Company’s compensation programs do not give rise to risks reasonably likely to have a material adverse effect on the Company. The Compensation Committee noted several design features of the Company’s cash and equity incentive programs for executive officers in particular that reduce the likelihood of excessive risk-taking and instead encourage behaviors that support sustainable value creation by rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. Some of these elements include:

•

A Balanced Mix of Compensation Components. The program design provides a balanced mix of cash and equity, annual and longer-term incentives, and performance metrics.

•

Multiple Performance Factors. Our incentive compensation plans use company-wide metric(s), which in fiscal 2023 was our quarterly adjusted EBITDA for our ongoing business lines, for any cash bonus to be paid to our Named Executive Officers corresponding to such target and, in the case of certain non-executive employees, individual performance goals related to specific strategic or operational objectives. In addition, long-term incentive compensation in the form of PSUs is based on a combination of either (i) an increase in share price or (ii) relative total shareholder return, which measures our performance against that of our competitors, and the executive’s continued employment with the Company.

•

Focus on Long-term Incentives. Long-term incentive compensation is an integral part of compensation that discourages short-term risk taking. The long-term incentive grants for senior management are currently allocated between restricted stock units and PSUs, which provides a balance of incentives. Our long-term incentive awards generally are granted on an annual basis with long-term, overlapping vesting periods to motivate eligible recipients to focus on sustained stock price appreciation.

•

Managed Expectations. Our cash and equity incentive plans contain a cap on the maximum payout to avoid targets that, if not achieved, result in an unduly large percentage loss of compensation.

•

Stock ownership guidelines. Our stock ownership guidelines require that all of our executive officers hold a significant amount of our equity to align their interests with shareholders over the long term.

•

Clawback policy. We have a compensation recovery (clawback) policy applicable in the event of an accounting restatement.

•

Prohibition Against Short-term and Speculative Transactions. In an effort to avoid the potential for heightened legal risk or the appearance of improper or inappropriate conduct by our directors, executives and other employees, we prohibit all of our employees and directors from engaging in short-term trading of the Company’s securities, short sales, transactions in puts, calls or other derivative securities related to the Company’s stock on an exchange or in any other organized market, entering into hedging or monetization transactions that are designed to hedge or offset any decrease in the market value of the Company’s securities, margining Company securities held in a margin account, or pledging Company securities as collateral for a loan.

Role of Compensation Consultant

Pursuant to its charter, the Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. Since fiscal 2016, the Compensation Committee has retained Compensia, a national compensation consulting firm, to advise it regarding the amount and types of compensation that we provide to our executive officers, including our Named Executive Officers and how our compensation practices compare to the compensation practices of other companies. The members of the Compensation Committee considered input from Compensia as one factor in making decisions with respect to executive compensation matters, along with information and analysis they received from management and their own judgment and experience.

The Compensation Committee regularly reviews the services provided by Compensia and performs an assessment at least annually on the independence of Compensia to determine whether the compensation consultant is independent. The Compensation Committee determined that Compensia is independent in providing the Compensation Committee with executive compensation consulting services and that Compensia’s work for the Compensation Committee did not raise any conflicts of interest, consistent with SEC rules and Nasdaq listing standards. Compensia did not perform any services for the Company during fiscal 2023 other than providing advice with respect to executive officer and director compensation.

Peer Companies

In October 2022, the Compensation Committee engaged Compensia to conduct a review of the Company’s peer group of companies, as well as a comprehensive compensation survey utilizing the new peer group for each of our Named Executive Officers. Our methodology for selecting our new 2022 peer group of companies, based on the recommendation of Compensia, was to (1) start with our existing peer group, (2) screen out any companies that had been acquired, (3) perform a revenue screen of the existing peer group and other publicly traded Electronic Component, Communication Equipment and Aerospace & Defense companies with revenues over the last four quarters that were approximately 0.5x to 2.5x the Company’s revenues over the same four quarters, (4) perform a market capitalization screen of the existing peer group and other publicly traded Electronic Component, Communication Equipment and Aerospace & Defense companies with 30-day average market capitalizations as of the beginning of November 2022 that were approximately 0.25x to 4x the Company’s 30-day average market capitalization over the same period, and (5) review the peer group of companies used in the prior year by certain proxy advisory firms for potential inclusion as peer group companies if they satisfied the revenue and market capitalization screens described above.

Based on this methodology, we implemented the following changes to our peer group:

Removals:

Additions:

New October 2022 Peer Group:

• NeoPhotonics Corporation

• inTEST Corporation

• AeroVironment, Inc.

• Airgain, Inc.

• Applied Optoelectronics, Inc.

• Astronics Corporation

• Aviat Networks, Inc.

• DZS, Inc.

• Gilat Satellite Networks Ltd.

• inTEST Corporation

• Intevac, Inc.

• KVH Industries, Inc.

• Luna Innovations Incorporated

• nLIGHT, Inc.

• Park Aerospace Corp.

• Ultralife Corporation

In October 2022, in connection with compensation decisions related to fiscal 2023, Compensia reviewed the compensation levels for each of the Named Executive Officers, utilizing the Company’s new October 2022 peer

group with respect to each of Mr. Rittichier and Mr. Minichiello, and a broad group of technology companies from Compensia’s database with respect to Mr. Black. The analysis covered base salary, target bonus as a percent of salary, target total cash compensation, total long-term incentive compensation value and target total direct compensation relative to each company in the October 2022 peer group (or the broad group of companies with respect to Mr. Black). Following review of Compensia’s analysis, the Compensation Committee made a determination in December 2022 to make no changes to each Named Executive Officer’s base salary or target bonus percentage for fiscal 2023 from the amounts previously approved by the Committee in March 2022.

The purpose of the compensation review was to provide the Compensation Committee with information on the compensation practices and program designs at peer companies. This information is used by the Compensation Committee to inform its decision-making process with respect to the compensation amounts for the Named Executive Officers. However, the Compensation Committee does not rigidly adhere to a benchmarking strategy in setting compensation amounts for the Named Executive Officers. Instead, the peer group compensation information is used as one of the data points for the Compensation Committee to make subjective compensation decisions using its business judgment after considering a number of factors, including our objectives of attracting and motivating highly qualified executives, holding executives accountable and rewarding them for individual performance, and ensuring that compensation levels are externally competitive and internally equitable.

Base Salary

Base salaries for the Named Executive Officers are determined based upon job responsibilities, level of experience, individual performance, and the peer group compensation information described above. No Named Executive Officers are entitled to any automatic base salary increases, and all base salary increases are determined by the Compensation Committee in its discretion. The Compensation Committee reviews any proposed base salary increase for our Chief Executive Officer in executive session without Company management present.

During fiscal 2023, Mr. Rittichier’s base salary was $500,000, Mr. Minichiello’s base salary was $365,000 and Mr. Black’s base salary was $300,000.

Short-Term Cash Incentives

In General. Historically, the Company established a new cash incentive plan each fiscal year which provided the Company’s executive officers an opportunity to receive an annual cash payment in addition to their base salaries. In place of an annual plan, on June 9, 2022, the Company’s Compensation Committee approved the EMCORE Corporation Short-Term Incentive Plan (the “Short-Term Incentive Plan”). The Short-Term Incentive Plan provides participants with an opportunity to earn cash bonus payments upon the satisfaction of performance goals for a specified performance period, generally the Company’s fiscal year, and generally subject to continued employment through the payment date.

Pursuant to the terms of the Short-Term Incentive Plan, the Compensation Committee has the discretionary authority to (1) select eligible employees for participation in the Short-Term Incentive Plan; (2) establish performance periods, target bonus amounts and performance goals; (3) determine the amount of any bonuses payable under the Short-Term Incentive Plan; and (4) delegate certain duties to the Company’s Chief Executive Officer. Individuals eligible for awards under the Short-Term Incentive Plan are employees of the Company, as determined by the Compensation Committee, which include the Company’s executive officers.

Under the Short-Term Incentive Plan, bonus payments, if any, are based on an individual target bonus amount for the performance period set by the Compensation Committee and are directly related to the satisfaction of the applicable performance goal(s) set by the Compensation Committee for such performance period. Performance goals may include one or more of the enumerated benchmarks set forth in the Short-Term Incentive Plan or such other criteria as determined by the Compensation Committee. Such performance goals may relate to the

performance of the Company as a whole, a business unit, division, department, individual or any combination of these and may be applied on an absolute basis and/or relative to one or more peer group companies or indices, or any combination thereof, as determined by the Compensation Committee. The Short-Term Incentive Plan provides that the maximum bonus payable to any participant for any fiscal year is 150% of the applicable participant’s base salary for such period or such lower amount as determined by the Compensation Committee. Any bonus payments earned under the Short-Term Incentive Plan will be paid as soon as administratively practicable after the end of the applicable performance period, subject to the employee’s continued employment through the payment date.

The Short-Term Incentive Plan contains baseline good governance features – bonus payments are tied to performance metrics and are subject to a hardwired cap rather than a cap determined each year (and the 2023 annual bonus cap was less than the overall cap under the plan). The Short-Term Incentive Plan shall remain in effect until such time as the Compensation Committee or the Board of Directors of the Company suspends, modifies or terminates the Short-Term Incentive Plan.

Calendar Year 2023 Performance Goals and Target Bonus Amounts. In June 2023, the Compensation Committee adopted financial goals under the Short-Term Incentive Plan for the calendar year ending December 31, 2023 (“CY23”) and determined that no amounts were payable to any Named Executive Officers or non-executive employees of the Company under the Short-Term Inventive Plan in connection with service for the quarters ended December 31, 2022 and March 31, 2023. The Compensation Committee also established a target bonus opportunity under the Short-Term Incentive Plan for each of our Named Executive Officers as follows: 100% of Mr. Rittichier’s base salary, 75% of Mr. Minichiello’s base salary and 50% of Mr. Black’s base salary. However, because at the same time the Compensation Committee set the CY23 target bonus opportunities the Compensation Committee also determined that no bonus would be payable for the quarters ended December 31, 2022 and March 31, 2022, the CY23 target bonus opportunities effectively cover five (5) calendar quarters and provide for an effective maximum possible bonus payout of: 75% of Mr. Rittichier’s base salary, 56.25% of Mr. Minichiello’s base salary and 37.5% of Mr. Black’s base salary. The amount of the cash bonus payable to each Named Executive Officer under the Short-Term Incentive Plan with respect to CY23 could range from 0% to 75% of the Named Executive Officer’s target bonus opportunity, depending on the Company’s achievement of the financial goals for each of the quarters ending March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023. The Compensation Committee determined to cap bonus payouts for outperformance at 100% of the employee’s target bonus amount to limit our Named Executive Officer’s and non-executive employees maximum bonus potential for CY23. While the CY23 effective target bonus opportunities for our Named Executive Officers exceed their target bonus opportunities for fiscal 2022, the Compensation Committee, in consultation with Compensia, determined that the CY23 target bonus opportunities were appropriate and reflect the overall decrease in the Named Executive Officer’s equity compensation awards for fiscal 2023 (as described below).

For fiscal 2022, the performance goals under the Short-Term Incentive Plan related solely to the achievement of bookings targets and non-GAAP operating profit targets for the Company’s Broadband and Aerospace & Defense segments. For CY23, in consultation with its advisors, the Compensation Committee, consistent with and in support of the Company’s fiscal 2023 goals and objectives and reflective of certain recent corporate transactions, established CY23 performance goals for the Named Executive Officers related solely to the performance of the Company and the achievement adjusted EBITDA targets for the Company’s ongoing business lines (i.e. excluding the Company’s Broadband and Defense Optoelectronics business lines, which were each discontinued in April 2023 and ultimately sold (other than the Company’s Chips business line within the Broadband segment) in October 2023) for each quarter during CY23 (other than the quarter ended March 31, 2023, for which the Compensation Committee determined that no amount was payable).

The Compensation Committee established equally weighted quarterly adjusted EBITDA targets for the Company’s ongoing business lines as the Company performance goal for CY23 because it believes this financial metric was the best indicator of the Company’s performance for CY23 in light of the Company’s efforts to regain profitability and that this metric properly incentivized the Company’s Named Executive Officers to achieve

objectives that would support these efforts as well as the changes to Company’s structure and strategies during CY23 and beyond (including discontinuance or sale of all non-Aerospace and Defense businesses). For purposes of awards payable under the Short-Term Incentive Plan with respect to CY23, “adjusted EBITDA” means operating profit for the Company’s ongoing businesses as determined under generally accepted accounting principles in the United States, less interest expense, tax expense, depreciation and amortization and with adjustments approved by the Compensation Committee that are consistent with the description included in the Company’s quarterly earnings news releases under the section “Use of Non-GAAP Financial Measures” and the associated reconciliation schedules included in both the Company’s quarterly earnings news releases and in the quarterly Board of Director meetings and Audit Committee calls. The adjusted items included in these reconciliations generally include stock-based compensation expense; acquisition-related items including expenses incurred by or on behalf of the Strategy and Alternatives Committee of the Board of Directors, including in connection with proposed acquisitions or divestitures; restructuring, severance/separation, and transition charges; litigation expenses associated with any material arbitration or litigation matters; gain or loss on the sale of assets; and other non-recurring operating net gains or losses and any other items consistent with the description included in the Company’s quarterly earnings news releases under the section “Use of Non-GAAP Financial Measures.”

For CY23, the Compensation Committee established the following equally weighted quarterly adjusted EBITDA targets for the Company’s ongoing business lines as the Company performance goal and subsequently determined our actual performance levels as set forth below:


CY23 Quarter Ended:	Adjusted EBITDA Target (in thousands):	Actual Adjusted EBITDA (in thousands):	Target Achieved:
March 31, 2023	($4,653)	($6,519)	No
June 30, 2023	($4,146)	($1,333)	Yes
September 30, 2023	($2,082)	($938)	Yes
December 31, 2023	To be disclosed	To be determined	To be determined

With respect to the adjusted EBITDA target for the quarter ending December 31, 2023, our financial results for the quarter ended December 31, 2023 have not yet been announced, and therefore we are not disclosing this target because this information constitutes confidential financial information, the disclosure of which would result in competitive harm to the Company (for example, by providing insight into our forecasting practices).

Non-GAAP bookings are reconciled in accordance with GAAP and included in the Company’s Annual Report on Form 10-K filed with the SEC on December 27, 2023. While the Company’s actual adjusted EBITDA exceeded the adjusted EBITDA target for the quarters ended June 30, 2023 and September 30, 2023, any amount payable for CY23 under the Short-Term Incentive Plan will be determined by the Compensation Committee during the quarter ending March 31, 2024. The amount ultimately payable under the Short-Term Incentive Plan for each of our Named Executive Officers, if any, will be determined by the Compensation Committee, in its sole discretion, taking into account the Company’s cash balance as of the date of such determination and the objectives of the Company’s executive compensation program, and subject to the applicable Named Executive Officer remaining employed by the Company through the payment date.

Long-Term Stock-Based Incentives

In General. The Company believes that stock-based incentives are an effective means for aligning the interests of our executives with the interests of our shareholders and that the long-term compensation of the Company’s Named Executive Officers should be linked to the value provided to our shareholders. In addition, we use stock-based compensation as a retention tool. Because our stock-based awards generally vest over a multi-year period, they provide our executives with an ongoing incentive to continue their employment with the Company and to maximize shareholder value. Long-term stock-based incentives granted to our executives for the last several

years have been structured in the form of restricted stock unit awards. Restricted stock unit awards are designed to link executives’ interests with those of the Company’s shareholders, because the value of the awards is based on the value of our Common Stock. In addition, they provide a long-term retention incentive throughout the vesting period because the restricted stock units generally have value regardless of stock price volatility.

In granting equity awards to our Named Executive Officers, the Compensation Committee relied on the advice of our independent compensation consultant and used its judgment and discretion to determine the appropriate value of each award at the time it was granted (based on the value of our Common Stock when granted) and reviewed each executive’s individual performance and the performance of the Company in the prior fiscal year, as well as the peer group compensation information described above. For the Named Executive Officers, historically at least 50% of the target number of shares subject to the restricted stock unit awards have consisted of PSUs that will vest based on our relative total shareholder return over a three-year performance period. However, due to certain limitations related to the number of shares available for new awards under our equity plans, with respect to equity awards granted to our Named Executive Officers in fiscal 2023, approximately 29% of the shares subject to the awards consisted of PSUs that will vest, if at all, based on our achievement of an average stock price per share of the Common Stock at the close of regular trading on the principal exchange on which the stock is listed or traded for any 30-calendar day period during a three-year performance period that averages more than 130% of the per share closing price on the date the Grant Date, in each case, generally subject to the executive’s continued employment through the vesting date occurring at the end of the three-year performance period.

Fiscal 2023 Awards for Named Executive Officers. In March 2023, after taking into account the advice of our independent compensation consultant, the Compensation Committee granted (i) PSU awards to each of Mr. Rittichier, Mr. Minichiello and Mr. Black with respect to 217,100, 80,800 and 56,400 shares of our Common Stock, respectively, that vest based on performance (as described below) during the a three-year performance period ending in March 2026, in each case, generally subject to the Named Executive Officer’s continued employment through the last day of the performance period and (ii) RSU awards to each of Mr. Rittichier, Mr. Minichiello and Mr. Black with respect to 217,100, 80,800 and 56,400 shares of our Common Stock, respectively, that vest as to 25% of the underlying shares on each of the first four anniversaries of the grant date, generally subject to the executive’s continued employment through the vesting date. The number of shares underlying the PSU and RSU awards granted in March 2023 were, based on the grant date fair value, less than the annual equity grant values recommended by our independent compensation consultant and less than the grant date fair value of awards made in prior years. However, in determining the number of shares underlying the PSU and RSU awards granted in March 2023, the Compensation Committee balanced the need to incentivize and motivate our Named Executive Officers with the limited number of shares available under the Company’s equity plans. In light of the relatively small awards made in March 2023, in June 2023, when additional shares become available under the Company’s equity plans, the Compensation Committee determined that to further incentivize their continued employment, the Compensation Committee granted additional time-vest RSU awards to each of Mr. Rittichier, Mr. Minichiello and Mr. Black with respect to 323,300, 118,900 and 79,600 shares of our Common Stock, respectively, that vest as to 25% of the underlying shares on each of the first four anniversaries of the grant date, generally subject to the executive’s continued employment through the vesting date. In determining the appropriate grant date value of the June 2023 RSU awards, the Compensation Committee considered the size of historical equity award grants made to other senior executives, the current retention hold for the Named Executive Officers, the recommendations of Compensia, and the peer group compensation information described above.

Fiscal 2023 Performance-Based Program Design. The PSUs granted during fiscal 2023 will vest, if at all, based on a combination of our achievement of an average stock price per share of the Common Stock at the close of regular trading on the principal exchange on which the stock is listed or traded for any 30-calendar day period during a three-year performance period that averages more than 130% of the per share closing price on the PSU grant date, generally subject to the Named Executive Officer’s continued employment through the last day of the performance period. We chose an increase to share price metric as the applicable performance measure because (1) we believe it will incentivize the Named Executive Officers to focus on and grow our returns for

shareholders, and (2) it is an objective and easily understandable performance metric that is different than the adjusted EBITDA-based performance measure used with respect to cash bonus payable for fiscal 2023/CY23 under the Short-Term Incentive Plan (and the non-GAAP operating profit, net cash balance and earnings-based performance measures used under certain of our previous annual cash incentive programs).

The PSUs currently outstanding that were granted during fiscal 2022 and the fiscal year ended September 30, 2021 (“fiscal 2021”) will vest based on a combination of our relative total shareholder return over a three-year performance period following the grant date, generally subject to the executive’s continued employment through the last day of the performance period. Relative total shareholder return with respect to the fiscal 2022 PSUs is measured against the companies in the Russell 2000 Index and relative total shareholder return with respect to fiscal 2021 PSUs is measured against the Russell Microcap Index. The Company expects that a significant portion of the PSUs awarded to our Named Executive Officers in fiscal 2024, if any, will consist of PSUs.

CEO Realized Compensation

In evaluating Mr. Rittichier’s compensation, particularly his PSUs granted in March 2022 and March 2023, we believe it is important to understand not only the potential value of incentive awards at the time they are granted, but also the value actually realized by Mr. Rittichier which includes the value of the Common Stock received by Mr. Rittichier on vesting of the PSUs. The 2023 and 2022 Realized Compensation Table below supplements the Summary Compensation Table and shows the compensation actually realized in each of fiscal 2023 and fiscal 2022 by Mr. Rittichier. The primary difference between the 2023 and 2022 Realized Compensation Table below and the Summary Compensation Table is the method used to value stock awards. SEC rules require that the grant date fair value of all stock awards be reported in the Summary Compensation Table in the year in which they were awarded. As a result, a significant portion of the total compensation amounts reported in the Summary Compensation Table relate to stock awards that have not vested, a substantial portion of which are subject to performance-based vesting requirements based on performance over a three-year period ending in 2025 or 2026. Mr. Rittichier may not realize any value from these awards if his employment terminates before the awards vest or if the performance goals are not achieved. By contrast, the 2023 and 2022 Realized Compensation Table below includes only stock awards held by Mr. Rittichier that vested during fiscal 2023 or fiscal 2022, as applicable (all of which were granted at least one year prior to the applicable vesting date, and, with respect to PSUs that were eligible to vest in fiscal 2023 and fiscal 2022, were eligible to vest based on performance over a three year period beginning in April 2020 and ending in April 2023 and beginning in April 2019 and ending in April 2022, respectively) and shows the value of those awards as of the applicable vesting date. As shown in the table below, Mr. Rittichier’s total realized compensation calculated in this manner was $588,981 for fiscal 2023, which was $621,065 less than the 2023 total compensation reported in the Summary Compensation Table, and $926,935 for fiscal 2022, which was $1,412,217 less than the 2022 total compensation reported in the Summary Compensation Table.

2023 and 2022 Realized Compensation Table


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards (1)($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)		Total Realized Compensation ($)		Difference between Total Realized Compensation and Total Compensation as Reported in Summary Compensation Table ($)
Jeffrey Rittichier		2023		500,000		0		65,125		0		0	(2)		23,856		588,981		621,065
Chief Executive Officer		2022		489,583		0		416,160		0		0			21,192		926,935		1,412,217

(1)	The dollar amounts shown in this column above for stock awards are determined by multiplying the number of shares of our Common Stock subject to the awards granted to Mr. Rittichier (all of which were

grants from prior years) that vested (or were eligible to vest) during fiscal 2023 or fiscal 2022 by the per-share closing price of our Common Stock on the vesting date.

(2)

Any amount payable for CY23 under the Short-Term Incentive Plan will be determined by the Compensation Committee during the quarter ending March 31, 2024, taking into account the Company’s cash balance as of the date of such determination and the objectives of the Company’s executive compensation program. Please see the section titled “Short-Term Cash Incentives” above for more detail.

This information is supplemental to, and should be read in connection with, the Summary Compensation Table that appears on page 37.

Company Benefits

The Company’s benefits are an important tool in our ability to attract and retain outstanding employees throughout the Company. As a business matter, we weigh the benefits we need to offer to remain competitive and attract and retain talented employees against the cost of the benefits. Benefit levels are reviewed periodically to ensure they are cost-effective and competitive and support the overall needs of Company employees.

This section describes the benefits that the Company provides to key executives and notes those instances when benefits for the Named Executive Officers differ from the general plan. In some instances, we also describe the programs we offer across the Company as context to specific discussions about executive benefits.

Medical, Dental, and Vision Benefits

The Company offers a standard benefits package to all of its eligible employees, which includes medical, dental and vision coverage. The Named Executive Officers are also eligible to receive supplemental health benefit coverage that is not made available to non-executive employees, which provides the Named Executive Officers with additional Company-paid medical, dental and vision coverage that could be applied when their primary medical, dental or vision coverage has exceeded its coverage limit or does not provide coverage.

Company-Sponsored Retirement Plan

The EMCORE Corporation 401(k) Plan (the “401(k) Plan”) is a tax-qualified defined contribution plan that is designed to comply with the Employee Retirement Income Security Act of 1974, as well as federal and state legal requirements. The 401(k) Plan is designed to provide retirement benefits to eligible employees of the Company.

Eligible employees, including the Company’s Named Executive Officers, may elect to contribute to the 401(k) Plan through salary reduction up to the yearly maximum tax-deductible deferral allowed pursuant to U.S. Internal Revenue Service (“IRS”) regulations. A participant may elect to defer between 1-90% of his or her compensation per pay period. Each participant is able to direct his or her investment into any of the available investment options. Participants’ contributions are vested at 100%.

The Company may provide a discretionary match of a participant’s contribution to the 401(k) Plan. During fiscal 2023 and fiscal 2022, this discretionary match was 100% of the first 3% of a participant’s contribution to the 401(k) Plan plus 50% of the next 2% of a participant’s contribution to the 401(k) Plan, subject to certain IRS limits, with such matching contributions vesting immediately.

Officer and Director Share Purchase Plan

In January 2011, the Compensation Committee approved an Officer and Director Share Purchase Plan (the “ODPP”), which allows executive officers, including the Named Executive Officers, and directors of the

Company to purchase shares of Common Stock at fair market value in lieu of salary or, in the case of directors, director fees. Eligible individuals may voluntarily participate in the ODPP by authorizing payroll deductions or, in the case of directors, deductions from director fees for the purpose of purchasing shares of Common Stock. Elections to participate in the ODPP may only be made during open trading windows under the Company’s insider trading policy and when the participant does not otherwise possess material non-public information concerning the Company.

Perquisites and Other Personal Benefits

We generally do not provide our executive officers, including the Named Executive Officers, with perquisites or other personal benefits, except for supplemental health benefit coverage (as described above under “Medical, Dental, and Vision Benefits”), and, in the case of our CFO, reimbursement of certain modest commuting expenses, including airfare, ground transportation, lodging and meals, related to Mr. Minichiello’s travel to and from his home and the Company’s headquarters. These items are provided because we believe that they serve a necessary business purpose and represent an immaterial element of our executive compensation program. We do not provide tax reimbursements or any other tax payments with respect to perquisites, including excise tax “gross-ups,” to any of our executive officers.

Severance Benefits

In an effort to further promote the retention of the Company’s Named Executive Officers, the Company previously entered into an executive employment agreement with Mr. Rittichier in connection with his appointment as our Chief Executive Officer effective January 3, 2015 and approved an executive employment agreement with Mr. Minichiello in connection with his appointment as our Chief Financial Officer effective August 26, 2019, and in May 2023, the Company and Mr. Black entered into an executive severance and change in control agreement. These agreements set forth each executive’s eligibility for severance benefits upon a qualifying termination by us without “cause” or by the executive for “good reason” (as those terms are defined in each executive’s employment agreement). We do not believe that the Named Executive Officers should be entitled to receive their cash severance benefits merely because a change in control transaction occurs, and a change in control does not, in and of itself, entitle any Named Executive Officer to receive cash severance benefits (i.e., these severance benefits are “double-trigger” benefits).

For more information regarding potential payments that may be made to Messrs. Rittichier, Minichiello and Black upon a qualifying termination of employment or a change in control, see “Executive Compensation — Potential Payments upon Termination or Change-in-Control.”

Clawback Policy

We have long maintained a compensation recoupment policy. Effective as of October 2, 2023, we adopted a clawback policy that provides for the recoupment of excess incentive compensation paid to executive officers, including the Named Executive Officers, in the event of an accounting restatement due to material noncompliance with financial reporting requirements in accordance with Nasdaq listing standards and Exchange Act Rule 10D-1. The policy applies to compensation that is granted, earned, or vested based in whole or in part upon the attainment of a financial reporting measure and provides for the reimbursement or forfeiture by the executive officer of the excess portion of the compensation received by the executive officers during the three preceding fiscal years.

Stock Ownership and Holding Requirements

We maintain a stock ownership policy. We believe that this policy aligns the interests of our executive officers with those of our shareholders by requiring executive officers to have direct ownership in shares of our Common Stock. The policy requires our Chief Executive Officer to own shares of our Common Stock having a value equal

to at least three times his or her annual base salary and our other executive officers to own shares of our Common Stock having a value equal to at least one times his or her annual base salary. Shares subject to stock options and unvested stock unit awards are not considered owned by the executive for purposes of the policy. The executives covered by the policy are required to be in compliance with the ownership levels above within five years after the date such person is appointed as an executive officer and are required to retain at least 50% of the net after-tax shares received in respect of equity awards until they are in compliance.

Anti-Hedging, Pledging and Derivatives Policy

The Company considers it improper and inappropriate for the Company’s directors, executive officers and other employees to engage in short-term or speculative transactions in the Company’s securities and other transactions in the Company’s securities that create the potential for heightened legal risk or the appearance of improper or inappropriate conduct even if they occur at a time when the individual is not aware of material nonpublic information. Accordingly, the Company prohibits these individuals from engaging in short-term trading of the Company’s securities, short sales, transactions in puts, calls, or other derivative securities related to the Company’s stock on an exchange or in any other organized market, entering into hedging or monetization transactions that are designed to hedge or offset any decrease in the market value of the Company’s securities, margining Company securities held in a margin account, or pledging Company securities as collateral for a loan.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Section 162(m)”) generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to a company’s chief executive officer and certain current and former executive officers. The Compensation Committee considers, among other relevant factors, the deductibility of compensation when it reviews our compensation plans and policies. However, there can be no assurance that any compensation will, in fact, be deductible, and the Compensation Committee may award non-deductible compensation when it determines it to be appropriate.

EXECUTIVE COMPENSATION

The table below sets forth certain information concerning the compensation paid to or earned by those persons who during fiscal 2023 served as the Company’s Chief Executive Officer, and our CFO and SVP, Operations, who were our two most highly compensated executive officers during fiscal 2023 other than our Chief Executive Officer. Because we qualify as a “smaller reporting company,” compensation information is provided for the fiscal years ended September 30, 2023 and 2022. Additional information regarding the compensation realized by our Chief Executive Officer in fiscal 2023 and fiscal 2022 can be found in the “CEO Realized Compensation” section of the “Compensation Discussion and Analysis” on page 33.

Summary Compensation Table


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)			Total ($)
Jeffrey Rittichier (2)		2023		500,000		0		686,190	(2)		0		0	(3)		23,856	(4)		1,210,046
Chief Executive Officer		2022		489,583		0		1,828,377	(2)		0		0			21,192	(4)		2,339,152

Tom Minichiello		2023		365,000		0		254,572			0		0	(3)		43,528	(5)		663,100
Chief Financial Officer		2022		365,000		0		731,351			0		0			40,264	(5)		1,136,615

Iain Black		2023		300,000		0		175,388			0		0	(3)		23,669	(6)		499,057
SVP, Operations

(1)

The amounts in this column represent the grant date fair value of the stock awards granted to the Named Executive Officers during the applicable fiscal year, as determined in accordance with FASB Accounting Standards Codification No. 718 – “Compensation — Stock Compensation” (without regard to estimated forfeitures related to a service based condition) (“ASC 718”). Assumptions used in the calculation of these amounts are set forth in note 14 to the Company’s audited financial statements for the fiscal year ended September 30, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on December 27, 2023, and note 14 to the Company’s audited financial statements for the fiscal year ended September 30, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on December 28, 2022, respectively. These amounts reflect the Company’s accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the Named Executive Officer.

(2)	Additional information on the actual realized value received by Mr. Rittichier with respect to his stock awards can be found in the “CEO Realized Compensation” section of the “Compensation Discussion and Analysis” above.

(3)

(4)	Consists of $13,707 and $13,500 for payment of supplemental health benefits and $10,149 and $7,692 of matching contributions by the Company under its 401(k) plan, for fiscal 2023 and fiscal 2022, respectively.

(5)

Consists of $15,141 and $14,916 for payment of supplemental health benefits, $11,231 and $12,162 of matching contributions by the Company under its 401(k) plan and $17,156 and $13,186 for reimbursement of certain modest commuting expenses, including airfare, ground transportation, lodging and meals, related to Mr. Minichiello’s travel to and from his home and the Company’s headquarters for fiscal 2023 and fiscal 2022, respectively.

(6)	Consists of $13,707 for payment of supplemental health benefits and $9,962 of matching contributions by the Company under its 401(k) plan.

The following table sets forth as to each Named Executive Officer information about the grants of plan-based awards during fiscal 2023. Each of the equity-based awards was granted under the Company’s 2019 Equity Incentive Plan, and cash-based bonuses were awarded under the Short-Term Incentive Plan. For a narrative description of the terms of these awards, please refer to the “Compensation Discussion and Analysis” above.

Grants of Plan-Based Awards in Fiscal 2023


Name	Grant Date		Potential Payouts Under Non-Equity Incentive Awards						Estimated Future Payouts Under Equity Incentive Awards							All Other Stock Awards: Number of Shares of Stock or Units (#)			Grant Date Fair Value of Stock and Option Awards(1) ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)			Maximum (#)					Grant Date Fair Value of Stock and Option Awards(1) ($)
Jeffrey Rittichier		N/A		0		500,000		500,000		—		—			—		—			—
		3/23/23		—		—		—		0		217,100	(2)		217,100		—			217,100
		3/23/23		—		—		—		—		—			—		217,100	(3)		249,550
		6/15/23		—		—		—		—		—			—		323,000	(4)		219,640

Tom Minichiello		N/A		0		273,750		273,750		—		—			—		—			—
		3/23/23		—		—		—		0		80,800	(2)		80,800		—			80,800
		3/23/23		—		—		—		—		—			—		80,800	(3)		92,920
		6/15/23		—		—		—		—		—			—		118,900	(4)		80,852

Iain Black		N/A		0		150,000		150,000		—		—			—		—			—
		3/23/23		—		—		—		0		56,400	(2)		56,400		—			56,400
		3/23/23		—		—		—		—		—			—		56,400	(3)		64,860
		6/15/23		—		—		—		—		—			—		79,600	(4)		54,128

(1)

The amounts in this column represent the grant date fair value of the stock awards granted to the Named Executive Officers, as determined in accordance with ASC 718 (without regard to estimated forfeitures related to a service based condition). Assumptions used in the calculation of these amounts are set forth in note 14 to the Company’s audited financial statements for the fiscal year ended September 30, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on December 27, 2023. These amounts reflect the Company’s accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the Named Executive Officer.

(2)

Represents an award of PSUs granted on March 23, 2023. The award of PSUs vest, if at all, on March 22, 2026 based on our achievement of an average stock price per share of the Common Stock at the close of regular trading on the principal exchange on which the stock is listed or traded for any 30-calendar day period during a three-year performance period that averages more than 130% of the per share closing price on the date the grant date, generally subject to the Named Executive Officer’s continued employment through the vesting date occurring at the end of the three-year performance period.

(3)	Represents restricted stock units that vest in four equal annual installments commencing on March 23, 2024, subject to the Named Executive Officer’s continued service through the vesting date.

(4)	Represents restricted stock units that vest in four equal annual installments commencing on June 15, 2024, subject to the Named Executive Officer’s continued service through the vesting date.

The following table sets forth as to each Named Executive Officer information on outstanding equity awards held by the Named Executive Officer as of September 30, 2023.

Outstanding Equity Awards as of September 30, 2023


	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights of Stock That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights of Stock That Have Not Vested ($)(1)
Jeffrey Rittichier		—		—		—		—		—		605,400	(2)		290,592		752,505	(3)		361,202

Tom Minichiello		—		—		—		—		—		216,700	(4)		104,016		276,962	(5)		132,942

Iain Black		—		—		—		—		—		152,320	(6)		73,114		186,751	(7)		89,640

(1)	The market value is determined by multiplying the number of underlying shares by $0.48, the closing trading price of Common Stock on the Nasdaq Global Market on September 29, 2023, the last trading day of the fiscal year.

(2)

Consists of the following: (a) 65,000 restricted stock units that were granted on March 23, 2021, 32,500 of which are scheduled to vest on each of March 23, 2024 and 2025; (b) 217,100 restricted stock units that were granted on March 23, 2023, 54,275 of which are scheduled to vest on each of March 23, 2024, 2025, 2026 and 2027; and (c) 323,300 restricted stock units that were granted on June 15, 2023, 80,825 of which are scheduled to vest on each of June 15, 2024, 2025, 2026 and 2027.

(3)

Consists of the following: (a) a target number of 130,000 PSUs scheduled to vest, if at all, based on performance during a performance period ending March 22, 2024; (b) a target number of 405,405 PSUs scheduled to vest, if at all, based on performance during a performance period ending March 11, 2025; and (c) a target number of 217,100 PSUs scheduled to vest, if at all, based on performance during a performance period ending March 22, 2026.

(4)

Consists of the following: (a) 17,000 restricted stock units that were granted on March 23, 2021, 8,500 of which are scheduled to vest on each of March 23, 2024 and 2025; (b) 80,800 restricted stock units that were granted on March 23, 2023, 20,200 of which are scheduled to vest on each of March 23, 2024, 2025, 2026 and 2027; and (c) 118,900 restricted stock units that were granted on June 15, 2023, 29,725 of which are scheduled to vest on each of June 15, 2024, 2025, 2026 and 2027.

(5)

Consists of the following: (a) a target number of 34,000 PSUs scheduled to vest, if at all, based on performance during a performance period ending March 22, 2024; (b) a target number of 162,162 PSUs scheduled to vest, if at all, based on performance during a performance period ending March 11, 2025; and (c) a target number of 80,800 PSUs scheduled to vest, if at all, based on performance during a performance period ending March 22, 2026.

(6)

Consists of the following: (a) 1,820 restricted stock units that were granted on December 21, 2019 which vested on December 21, 2023; (b) 14,500 restricted stock units that were granted on March 23, 2021, 7,250 of which are scheduled to vest on each of March 23, 2024 and 2025; (c) 56,400 restricted stock units that were granted on March 23, 2023, 14,100 of which are scheduled to vest on each of March 23, 2024, 2025, 2026 and 2027; and (d) 79,600 restricted stock units that were granted on June 15, 2023, 19,900 of which are scheduled to vest on each of June 15, 2024, 2025, 2026 and 2027.

(7)

Consists of the following: (a) a target number of 29,000 PSUs scheduled to vest, if at all, based on performance during a performance period ending March 22, 2024; (b) a target number of 101,351 PSUs scheduled to vest, if at all, based on performance during a performance period ending March 11, 2025; and (c) a target number of 56,400 PSUs scheduled to vest, if at all, based on performance during a performance period ending March 22, 2026.

The following table sets forth as to each Named Executive Officer information on the exercise of stock options and the vesting of other stock awards previously granted to the Named Executive Officer during fiscal 2023.

Options Exercised and Stock Vested in Fiscal 2023


	Option Awards				Stock Awards
Name	Number of shares acquired on exercise (#)		Value realized on exercise ($)		Number of shares acquired on vesting (#)		Value realized on vesting(1) ($)
Jeffrey Rittichier		—		—		57,500		65,125
Tom Minichiello		—		—		33,500		23,775
Iain Black		—		—		11,570		12,969

(1)	The dollar amounts shown in this column for stock awards are determined by multiplying the number of shares that vested by the per-share closing price of the Common Stock on the vesting date.

Potential Payments upon Termination or Change-in-Control

Employment Agreements with Messrs. Rittichier and Minichiello and Executive Severance and Change in Control Agreement with Mr. Black

In an effort to further promote the retention of Messrs. Rittichier, Minichiello and Black, the Compensation Committee (i) previously approved an executive employment agreement with Mr. Rittichier in connection with his appointment as our Chief Executive Officer effective January 3, 2015, (ii) previously approved an executive employment agreement with Mr. Minichiello in connection with his appointment as our Chief Financial Officer effective August 26, 2019, and (iii) approved an executive severance and change in control agreement with Mr. Black effective May 17, 2023 (the “Black Severance Agreement”). The employment agreements with each of Mr. Rittichier and Mr. Minichiello and the Black Severance Agreement provide that the respective Named Executive Officer’s employment is “at-will” and may be terminated by Mr. Rittichier, Mr. Minichiello or Mr. Black, as applicable, or by the Company at any time with or without cause, subject only to the severance obligations set forth in the applicable employment agreement or the Black Severance Agreement, as applicable.

In accordance with the terms of Mr. Rittichier’s employment agreement, if (a) his employment is terminated without “cause” or (b) he terminates his employment for “good reason,” he will receive the following benefits: (i) continued payment of his base salary for a period of twelve months; (ii) payment of his target annual bonus for the year of termination; and (iii) payment of certain continued health coverage premiums for twelve months. Mr. Rittichier’s employment agreement also provides that he is entitled to acceleration and immediate vesting of 50% of his outstanding equity awards in the event of a “change in control” of the Company. In addition, if Mr. Rittichier’s employment is terminated without cause or he terminates his employment for good reason within twelve months of a change in control of the Company, under the terms of his employment agreement, Mr. Rittichier is also entitled to acceleration and immediate vesting of 50% of his outstanding equity awards that remain subject to vesting (excepting those which were previously vested due to a change in control, as described above). The terms “cause,” “good reason” and “change in control” as referenced in relation to Mr. Rittichier’s employment agreement are each defined in Mr. Rittichier’s employment agreement.

SEC Form DEF 14A filed by EMCORE Corporation