Fiscal year 2023 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses EMKR in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named EMKR in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Jeffrey Rittichier | $500,000 | $0 | $686,190 | $0 | $0 | $0 | $23,856 | $1,210,046 |
| Chief Executive Officer | ||||||||
| Tom Minichiello | 365,000 | 0 | 254,572 | 0 | 0 | 0 | 43,528 | 663,100 |
| Chief Financial Officer | ||||||||
| Iain Black | 300,000 | 0 | 175,388 | 0 | 0 | 0 | 23,669 | 499,057 |
| SVP, Operations | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2023 total | FY2022 total | FY2021 total | Δ FY2022→2023 |
|---|---|---|---|---|
| Jeffrey Rittichier | $1,210,046 | $2,339,152 | — | −1,129,106 |
| Tom Minichiello | 663,100 | 1,136,615 | — | −473,515 |
| Iain Black | 499,057 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
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.
| CEO STI target (% of salary) | 100% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Compensia |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2023 | 2023-03-10 | 13,680,171 | 3,088,053 | 303,081 | 81.58% | Passed |
| 2022 | 2022-03-11 | 16,492,398 | 1,085,253 | 3,695,976 | 93.83% | Passed |
| 2020 | 2020-03-20 | 9,386,554 | 809,377 | 193,346 | 92.06% | Passed |
| 2019 | 2019-03-22 | 17,882,600 | 1,530,094 | 67,337 | 92.12% | Passed |
| 2018 | 2018-03-16 | 21,808,523 | 622,660 | 42,137 | 97.22% | Passed |
| 2017 | 2017-03-17 | 15,444,063 | 627,289 | 28,408 | 96.1% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2023 | 2023-03-10 | 81.58%a |
| 2022 | 2022-03-11 | 93.83%b |
| 2020 | 2020-03-20 | 92.06%c |
a. Approved under the standard stated in the filing — “Abstentions are not treated as votes cast at the Annual Meeting;”.
b. Approved under the standard stated in the filing — “Abstentions are not treated as votes cast at the Annual Meeting;”.
c. Approved under the standard stated in the filing — “Therefore, withhold votes and abstentions will not be counted in determining the outcome of the vote for any of Proposals I, II and III.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 5 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $225,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 9,500 / 8,000 |
| Stock ownership guideline | — |
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Emcore names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Emcore.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | nLIGHT, Inc. | 2025 | Scott Keeney | $476,808 | $36,086,000 | $0 | $756,217 | $37,333,189 |
| 2 | AeroVironment, Inc. | 2026 | Wahid Nawabi | 1,118,829 | 13,339,715 | 0 | 767,609 | 15,253,775 |
| 3 | Applied Optoelectronics, Inc. | 2025 | Chih-Hsiang (Thompson) Lin | 828,657 | 2,837,667 | 0 | 1,009,087 | 4,769,014 |
| 4 | DZS, Inc. | 2022 | Charles Vogt | 600,000 | 3,520,008 | 0 | 450,000 | 4,702,529 |
| 5 | Aviat Networks, Inc. | 2025 | Peter A. Smith | 650,000 | 3,111,023 | 0 | 0 | 3,772,051 |
| 6 | Astronics Corporation | 2025 | Peter Gundermann | 658,570 | 500,455 | 951,108 | 0 | 3,090,552 |
| 7 | KVH Industries, Inc. | 2025 | Brent Bruun | 538,810 | 0 | 425,840 | 485,185 | 1,461,335 |
| 8 | Intevac, Inc. | 2023 | Nigel Hunton | — | 649,440 | 0 | 180,000 | 1,381,434 |
| 9 | Emcore | 2023 | Jeffrey Rittichier | 500,000 | 686,190 | 0 | 0 | 1,210,046 |
| 10 | inTEST Corporation | 2025 | Richard Grant | 428,915 | 400,003 | 210,655 | 54,687 | 1,099,010 |
| 11 | Park Aerospace Corp. | 2026 | Brian Shore | 220,575 | 0 | 104,400 | 0 | 331,592 |
| — | Airgain, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Gilat Satellite Networks Ltd. | — | — | — | — | — | — | not in coverage universe |
| — | Luna Innovations Incorporated | — | — | — | — | — | — | not in coverage universe |
| — | Ultralife Corporation | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Emcore | not disclosed | RSU 71 · PSU 29 | No | Compensia |
| AeroVironment, Inc. | 62% | PSU 65 · RSU 35 | No | Pay Governance |
| Airgain, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Applied Optoelectronics, Inc. | 104.8% | PSU 50 · RSU 50 | Yes — Relative TSR vs. 2025 Peer Group | Aon |
| Astronics Corporation | not disclosed | not disclosed | No | not disclosed |
| Aviat Networks, Inc. | not disclosed | PSU 50 · RSU 50 | Yes — TSR | Compensia |
| DZS, Inc. | 75% | not disclosed | not disclosed | Korn Ferry |
| Gilat Satellite Networks Ltd. | not disclosed | not disclosed | not disclosed | not disclosed |
| inTEST Corporation | 15% | not disclosed | No | Radford |
| Intevac, Inc. | 32.7% | PSU 60 · RSU 40 | No | Aon Human Capital Solutions |
| KVH Industries, Inc. | not disclosed | Options 100 | not disclosed | Compensia |
| Luna Innovations Incorporated | not disclosed | not disclosed | not disclosed | not disclosed |
| nLIGHT, Inc. | 159% | RSU 50 · PSU 50 | No | Compensia |
| Park Aerospace Corp. | not disclosed | Options 100 | not disclosed | not disclosed |
| Ultralife Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Jeffrey Rittichier | DEF 14A | 2024-01-26 | 0001193125-24-016707 | Section “Summary Compensation Table”. As printed: 1,210,046. Filing ↗machine: t101 · r2 · c31 · span 341672–341681 |
| 2 | Section 01, Tom Minichiello | DEF 14A | 2024-01-26 | 0001193125-24-016707 | Section “Summary Compensation Table”. As printed: 663,100. Filing ↗machine: t101 · span 344924–344931 |
| 3 | Section 01, Iain Black | DEF 14A | 2024-01-26 | 0001193125-24-016707 | Section “Summary Compensation Table”. As printed: 499,057. Filing ↗machine: t101 · r8 · c31 · span 348182–348189 |
| 4 | Section 07, pay ratio | DEF 14A | 2024-01-26 | 0001193125-24-016707 | Section “CEO Pay Ratio”. As printed: 5 : 1. Filing ↗ |
| 5 | Section 06, 2023 vote | Form 8-K | 2023-03-14 | 0001104659-23-032264 | Item 5.07 · say-on-pay result. As reported: 81.58% (votes for as printed: 13,680,171). Filing ↗ |
| 6 | Section 06, 2022 vote | Form 8-K | 2022-03-17 | 0000808326-22-000012 | Item 5.07 · say-on-pay result. As reported: 93.83% (votes for as printed: 1,085,253). Filing ↗machine: span 7203–7212 |
| 7 | Section 06, 2020 vote | Form 8-K | 2020-03-23 | 0001104659-20-037314 | Item 5.07 · say-on-pay result. As reported: 92.06%. Filing ↗ |
| 8 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 9 | nLIGHT, Inc., Section 10b CEO total | DEF 14A | 2026-04-24 | 0001124796-26-000018 | CEO total compensation as printed in nLIGHT, Inc.'s own proxy. As printed: 37,333,189. Filing ↗machine: span 525389–525399 |
| 10 | AeroVironment, Inc., Section 10b CEO total | DEF 14A | 2026-08-14 | 0001104659-26-096689 | CEO total compensation as printed in AeroVironment, Inc.'s own proxy. As printed: 15,253,775. Filing ↗machine: t127 · r1 · c42 · span 1424713–1424723 |
| 11 | Applied Optoelectronics, Inc., Section 10b CEO total | DEF 14A | 2026-04-24 | 0001104659-26-048559 | CEO total compensation as printed in Applied Optoelectronics, Inc.'s own proxy. As printed: 4,769,014. Filing ↗machine: r1 · c19 · span 965927–965936 |
| 12 | DZS, Inc., Section 10b CEO total | DEF 14A | 2023-04-17 | 0001101680-23-000033 | CEO total compensation as printed in DZS, Inc.'s own proxy. As printed: 4,702,529. Filing ↗machine: r2 · c51 · span 450017–450026 |
| 13 | Aviat Networks, Inc., Section 10b CEO total | DEF 14A | 2025-09-23 | 0001140361-25-035861 | CEO total compensation as printed in Aviat Networks, Inc.'s own proxy. As printed: 3,772,051. Filing ↗machine: t102 · r2 · c21 · span 465516–465525 |
| 14 | Astronics Corporation, Section 10b CEO total | DEF 14A | 2026-04-17 | 0001140361-26-015301 | CEO total compensation as printed in Astronics Corporation's own proxy. As printed: 3,090,552. Filing ↗machine: r2 · c22 · span 787043–787053 |
| 15 | KVH Industries, Inc., Section 10b CEO total | DEF 14A | 2026-04-28 | 0001104659-26-050409 | CEO total compensation as printed in KVH Industries, Inc.'s own proxy. As printed: 1,461,335. Filing ↗machine: r1 · c25 · span 311345–311354 |
| 16 | Intevac, Inc., Section 10b CEO total | DEF 14A | 2024-04-10 | 0001193125-24-091334 | CEO total compensation as printed in Intevac, Inc.'s own proxy. As printed: 1,381,434. Filing ↗ |
| 17 | Emcore (subject), Section 10b CEO total | DEF 14A | 2024-01-26 | 0001193125-24-016707 | CEO total compensation as printed in Emcore's own proxy. As printed: 1,210,046. Filing ↗machine: t101 · r2 · c31 · span 341672–341681 |
| 18 | inTEST Corporation, Section 10b CEO total | DEF 14A | 2026-04-28 | 0001036262-26-000024 | CEO total compensation as printed in inTEST Corporation's own proxy. As printed: 1,099,010. Filing ↗machine: t46 · r2 · c22 · span 384281–384290 |
| 19 | Park Aerospace Corp., Section 10b CEO total | DEF 14A | 2026-06-22 | 0002077096-26-000207 | CEO total compensation as printed in Park Aerospace Corp.'s own proxy. As printed: 331,592. Filing ↗machine: span 501047–501054 |
| 20 | Section 10a, Applied Optoelectronics, Inc. reciprocity | DEF 14A | — | 0001104659-26-048559 | Applied Optoelectronics, Inc.'s most recent proxy was read; its disclosed peer group does not include Emcore. Filing ↗ |
| 21 | Section 10a, Aviat Networks, Inc. reciprocity | DEF 14A | — | 0001140361-25-035861 | Aviat Networks, Inc.'s most recent proxy was read; its disclosed peer group does not include Emcore. Filing ↗ |
| 22 | Section 10a, DZS, Inc. reciprocity | DEF 14A | — | 0001101680-23-000033 | DZS, Inc.'s most recent proxy was read; its disclosed peer group does not include Emcore. Filing ↗ |
| 23 | Section 10a, Intevac, Inc. reciprocity | DEF 14A | — | 0001193125-24-091334 | Intevac, Inc. names Emcore in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 24 | Section 10a, nLIGHT, Inc. reciprocity | DEF 14A | — | 0001124796-26-000018 | nLIGHT, Inc.'s most recent proxy was read; its disclosed peer group does not include Emcore. Filing ↗ |