Camtek(CAMT)2025-03-19 16:41Shareholder Meeting - The Annual General Meeting of Shareholders is scheduled for April 29, 2025, at 4:00 PM (Israel time) to discuss the independent auditor's report and the audited consolidated financial statements for the year ended December 31, 2024[7][20]. - Shareholders eligible to vote must be recorded by March 25, 2025, with each share entitled to one vote[9][24]. - The agenda includes re-electing board members and approving amendments to the Company's Compensation Policy and Articles of Association[11][25]. - A quorum for the meeting requires shareholders holding at least 33% of the voting power to be present[37]. - Proxies must be received at the Company's Offices no later than 24 hours prior to the meeting or 6 hours for electronic voting[15][32]. - The Company may change the meeting format to virtual if necessary, with timely communication to shareholders[10][22]. - Shareholders can vote electronically through the Electronic Voting System up to 6 hours before the meeting[29]. - The Company will bear the costs of proxy solicitation, including postage and printing[35]. - Joint owners of shares must follow specific voting rights as per the Company's Articles of Association[14][31]. Share Ownership - Priortech Ltd. beneficially owns 9,617,787 shares, representing 21.1% of the total shares outstanding[45]. - Chroma ATE Inc. holds 7,817,440 shares, accounting for 17.1% of the total shares outstanding[45]. - The total number of shares beneficially owned by all office holders as a group is 107,768, which is less than 1% of the total shares[45]. - As of March 4, 2025, there are 45,594,474 shares issued and outstanding[47]. - The total number of options and RSUs that may vest within 60 days is 42,024[47]. - The voting agreement between Priortech and Chroma allows them to jointly control the company and nominate directors[52]. Board of Directors - Seven out of eight directors are classified as independent under Nasdaq Listing Rules[63]. - The company plans to re-elect six directors for a term until the conclusion of the 2026 annual general meeting[54]. - Rafi Amit has served on the board since 1987 and has held various leadership roles within the company[56]. - Orit Stav has 20 years of experience in Venture Capital & Private Equity and serves as a managing partner at Israel Innovation Partners[59]. - Mr. Lior Aviram is proposed to be elected as a director for a term until the conclusion of the 2026 annual general meeting[66]. - Mr. Aviram will also serve as Executive Chairman, enhancing the company's growth initiatives and M&A activities[67][97]. Executive Compensation - Each of Mr. Ben-Arie and Ms. Stav will receive cash remuneration of approximately $40,379 annually, plus per-meeting fees[73]. - The annual equity grant for Ms. Stav and Mr. Ben-Arie is valued at $75,000, consisting of options and RSUs[76][80]. - The Compensation Policy aims to link executive pay to performance and attract talented executives essential for growth[93]. - The company plans to amend the Compensation Policy to clarify the role of the Executive Chairman and enhance hiring authority[96][97]. - The majority of executive compensation is variable and linked to the company's performance, subject to financial thresholds[94]. - The company is focused on accelerated growth through both organic means and acquisitions[95]. - The Company has proposed amendments to its Compensation Policy to allow for higher compensation packages to attract new executives, particularly for the Executive Chairman role, which is currently below the median of peer group companies[100]. - The current three-year CEO equity plan will remain subject to existing Compensation Policy caps, ensuring no changes to current executive compensation levels[102]. - The proposed annual base salary for the new Executive Chairman, Mr. Aviram, is NIS 967,000 (approximately US$ 267,867), which is significantly lower than the Company's CEO compensation[126][128]. - The Executive Chairman's cash bonus plan for 2025 is set at an on-target amount equal to 9 months of base salary, with 60% of the targets based on financial metrics and 40% on non-financial metrics[131]. - The Company maintains a total equity grant limit of 3.5% of total issued share capital, with total dilution not exceeding 10%[109]. - The notice period for the termination of Mr. Aviram's position will be structured to provide three months of notice and an additional nine months of garden leave[127]. - The proposed amendments to the Compensation Policy require shareholder approval and will remain in force until September 25, 2027[113]. - The Company emphasizes long-term incentives and pay-for-performance in its compensation practices, aligning with shareholder interests[106]. - The peer group for compensation benchmarking includes 13 Israeli technology companies listed in the U.S. capital markets, ensuring comparability in market cap and compensation practices[104]. - The proposed Executive Chairman Equity Grant for 2025 is valued at approximately US$1,600,000, which is 150% of the cap set on annual equity awards under the Compensation Policy[134]. - 50% of the 2025 Executive Chairman Equity Grant is subject to performance-based vesting criteria, which include revenue growth matching or exceeding the company's market growth and a minimum Non-GAAP operating margin[137][138]. - The total value of the proposed Executive Chairman Compensation Package for 2025 is below the median levels of the Peer Group CEO pay, even considering the higher initial equity award[136][155]. - The annual dilution from the Executive Chairman Equity Grant is capped at 3.5% of the company's total issued and outstanding share capital, significantly below the 10% threshold recommended by ISS[150]. - The performance criteria for equity vesting will be evaluated annually, with measurement dates set for March 31 following each performance year[143]. - The time-based portion of the Executive Chairman Equity Grant will vest over four years, with one-fourth vesting each year starting from the first anniversary of the grant[142]. - The Compensation Committee and Board believe the proposed compensation package aligns the Executive Chairman's interests with those of the company and its shareholders over the long term[153]. Independent Auditor - The independent auditor, Somekh Chaikin, is recommended for re-appointment for the fiscal year ending December 31, 2025, and until the next annual general meeting[170][172]. - The Audit Committee pre-approves all audit and non-audit services provided by the independent auditor, ensuring oversight of service quality and fees[173]. - The Company is seeking shareholder approval for the re-appointment of Somekh Chaikin as the independent auditor for the fiscal year ending December 31, 2025[176]. - The audit fees for the fiscal year ended December 31, 2024, amounted to US$ 360,432, with total fees paid to the auditor Somekh Chaikin reaching US$ 395,407[174]. Financial Performance - The Company's audited consolidated financial statements for the year ended December 31, 2024, will be discussed at the upcoming shareholder meeting[179]. - The Company aims to maintain a compensation policy that allows for attracting and retaining high-quality leadership while ensuring that executive compensation does not exceed 70% of total compensation[190]. - The variable cash incentive plan for executives is designed to motivate performance, with the potential cash incentive capped at 200% of the On Target Cash Plan[193]. - At least 50% of the On Target Cash Plan targets for executives must be measurable, including financial metrics such as revenues and operating income[195]. - The Company’s NON-GAAP Net Profit threshold for cash incentive payments is set at US$ 6,000,000, below which no payments will be made[194]. - The compensation policy will be reviewed every three years to ensure compliance with applicable laws and market practices[187]. - The Company emphasizes a long-term perspective in its business strategy, focusing on growth, profitability, and innovation[185]. - The total fees for audit and tax services reflect the nature and volume of services rendered by the independent auditor[175]. - At least 30% of the On Target Cash Plan for Executives managing a business unit shall be based on measurable targets related to their unit and personal performance[196]. - In the event of a change in control, cash payments to Executives may reach up to 12 monthly Base Salaries if the control event results in a premium of at least 40% above the average closing prices over the preceding 20 trading days[197]. - The total yearly Equity Value granted to the CEO and Executive Chairman shall not exceed 400% of their annual Base Salary, while for other Executives, it shall not exceed 300%[198]. - At least 50% of the Equity Based Components granted to an Executive each year shall be subject to performance-based vesting[198]. - The Compensation Committee may multiply the applicable Equity Cap by 1.5 for new hire Executives for their initial equity award if deemed necessary[198].