AMTECH SYSTEMS INC Stock Compensation Disclosure
12. Equity and Stock-Based Compensation
Stock-Based Compensation Expense
Stock-based compensation expenses of $1.2 million and $1.5 million for 2025 and 2024, respectively, are included in selling, general and administrative expenses. As of September 30, 2025, total compensation cost related to non-vested stock options not yet recognized is $0.4 million, which is expected to be recognized over the next 1.07 years on a weighted-average basis. As of September 30, 2025, total compensation cost related to nonvested RSUs not yet recognized is $0.6 million, which is expected to be recognized over the next 2.08 years.
Amtech Equity Compensation Plans
The 2022 Plan, under which 1,000,000 shares could be granted, was adopted by the Board of Directors in November 2021, and approved by the shareholders in March 2022.
The 2007 Plan, under which 500,000 shares could be granted, was adopted by the Board in April 2007, and approved by the shareholders in May 2007. The 2007 Plan was amended in 2009, 2014 and 2015 to add 2,500,000 shares. The plan was also amended in 2019 to extend the term of the plan and allow for the grant of restricted stock units. Upon the adoption of the 2022 Plan, no further awards will be granted from the 2007 Plan. Previously issued awards will remain outstanding in accordance with their terms.
The Non-Employee Directors Stock Option Plan was approved by the shareholders in 1996 for issuance of up to 100,000 shares of common stock to directors. The Non-Employee Directors Stock Option Plan was amended in 2005, 2009 and 2014 to add 400,000 shares. The plan was also amended in 2020 to extend the term of the plan. Upon the adoption of the 2022 Plan as stated above, no further awards will be granted from the Non-Employee Directors Stock Option Plan. Previously issued awards will remain outstanding in accordance with their terms.
Equity compensation plans as of September 30, 2025 are summarized in the table below:
Name of Plan |
|
Shares |
|
|
Shares |
|
|
Options |
|
|
Unvested RSUs Outstanding |
|
|
Plan |
||||
2022 Plan |
|
|
1,000,000 |
|
|
|
825,647 |
|
|
|
821,116 |
|
|
|
168,024 |
|
|
Mar. 2032 |
2007 Plan |
|
|
3,000,000 |
|
|
|
— |
|
|
|
44,625 |
|
|
|
— |
|
|
Mar. 2024 |
Non-Employee Directors Stock Option Plan |
|
|
500,000 |
|
|
|
— |
|
|
|
54,000 |
|
|
|
— |
|
|
Mar. 2024 |
|
|
|
|
|
|
825,647 |
|
|
|
919,741 |
|
|
|
168,024 |
|
|
|
|
Stock Options
Stock options issued under the terms of our equity compensation plans have, or will have, an exercise price equal to or greater than the fair market value of the common stock at the date of the option grant and expire no later than 10 years from the date of grant. Options issued under the plans vest over 1 to 3 years. We estimated the fair value of stock option awards on the date of grant using the Black-Scholes option pricing model using the following assumptions:
|
|
Years Ended September 30, |
||
|
|
2025 |
|
2024 |
Risk free interest rate |
|
4% |
|
4% |
Expected life |
|
5 years |
|
5 years |
Dividend rate |
|
0% |
|
0% |
Volatility |
|
60% |
|
60% |
The following table summarizes our stock option activity:
|
|
Years Ended September 30, |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
Options |
|
|
Weighted |
|
|
Options |
|
|
Weighted |
|
||||
Outstanding at beginning of |
|
|
1,087,016 |
|
|
$ |
6.97 |
|
|
|
672,924 |
|
|
$ |
8.76 |
|
Granted |
|
|
120,000 |
|
|
$ |
5.14 |
|
|
|
620,500 |
|
|
$ |
5.66 |
|
Exercised |
|
|
(71,521 |
) |
|
$ |
5.11 |
|
|
|
(15,000 |
) |
|
$ |
5.67 |
|
Forfeited/expired |
|
|
(215,754 |
) |
|
$ |
7.86 |
|
|
|
(191,408 |
) |
|
$ |
9.12 |
|
Outstanding at end of period |
|
|
919,741 |
|
|
$ |
6.67 |
|
|
|
1,087,016 |
|
|
$ |
6.97 |
|
Exercisable at end of period |
|
|
741,727 |
|
|
$ |
7.05 |
|
|
|
532,185 |
|
|
$ |
7.64 |
|
Weighted average grant-date |
|
$ |
2.66 |
|
|
|
|
|
$ |
2.50 |
|
|
|
|
||
The following table summarizes information for stock options outstanding and exercisable as of September 30, 2025:
|
|
Options Outstanding |
|
|
Options Exercisable |
|
||||||||||||||
Range of Exercise Prices |
|
Number |
|
|
Remaining |
|
|
Weighted |
|
|
Number |
|
|
Weighted |
|
|||||
$4.32-$5.07 |
|
|
80,666 |
|
|
|
7.52 |
|
|
$ |
4.74 |
|
|
|
35,318 |
|
|
$ |
4.77 |
|
$5.09-$5.09 |
|
|
100,000 |
|
|
|
4.85 |
|
|
$ |
5.09 |
|
|
|
— |
|
|
$ |
— |
|
$5.25-$5.75 |
|
|
83,825 |
|
|
|
6.08 |
|
|
$ |
5.42 |
|
|
|
53,825 |
|
|
$ |
5.47 |
|
$6.00-$6.00 |
|
|
400,000 |
|
|
|
3.42 |
|
|
$ |
6.00 |
|
|
|
400,000 |
|
|
$ |
6.00 |
|
$7.40-$8.82 |
|
|
41,750 |
|
|
|
6.15 |
|
|
$ |
8.12 |
|
|
|
41,750 |
|
|
$ |
8.12 |
|
$9.00-$9.00 |
|
|
150,000 |
|
|
|
7.87 |
|
|
$ |
9.00 |
|
|
|
150,000 |
|
|
$ |
9.00 |
|
$9.27-$9.99 |
|
|
23,500 |
|
|
|
6.84 |
|
|
$ |
9.45 |
|
|
|
20,834 |
|
|
$ |
9.48 |
|
$10.22-$10.22 |
|
|
18,000 |
|
|
|
6.42 |
|
|
$ |
10.22 |
|
|
|
18,000 |
|
|
$ |
10.22 |
|
$11.51-$11.51 |
|
|
12,000 |
|
|
|
5.48 |
|
|
$ |
11.51 |
|
|
|
12,000 |
|
|
$ |
11.51 |
|
$15.43-$15.43 |
|
|
10,000 |
|
|
|
6.13 |
|
|
$ |
15.43 |
|
|
|
10,000 |
|
|
$ |
15.43 |
|
$4.32-$15.43 |
|
|
919,741 |
|
|
|
5.23 |
|
|
$ |
6.67 |
|
|
|
741,727 |
|
|
$ |
7.05 |
|
The aggregate intrinsic values of options outstanding and options exercisable as of September 30, 2025 were approximately $2.5 million and $1.8 million, respectively, which represents the total pre-tax intrinsic value, based on our closing stock price of $9.26 per share as of September 30, 2025, the last business day of our fiscal year, which would have been received by the option holders had all option holders exercised their options as of that date. The total intrinsic value of stock options exercised was $93,000 and $17,000 in 2025 and 2024, respectively.
The following table summarizes our RSU activity during the year ended September 30, 2025:
|
|
Number |
|
|
Weighted |
|
|
Fair Value |
|
|
|||
Nonvested at beginning of year |
|
|
24,897 |
|
|
$ |
4.82 |
|
|
|
|
|
|
Granted |
|
|
207,524 |
|
|
|
4.98 |
|
|
|
1,033,470 |
|
|
Vested, including shares withheld to cover taxes |
|
|
(24,897 |
) |
|
|
4.82 |
|
|
|
120,004 |
|
(1) |
Forfeited |
|
|
(39,500 |
) |
|
|
4.99 |
|
|
|
197,105 |
|
|
Nonvested at end of period |
|
|
168,024 |
|
|
$ |
4.98 |
|
|
$ |
1,555,902 |
|
(2) |
(1) The aggregate fair value of vested RSU's represent the total pre-tax fair value, based on the closing stock price on the day of vesting, which would have been received by holders of RSU's had all such holders sold their underlying shares on that date.
(2) The aggregate fair value of the nonvested RSU's and represents the total pre-tax fair value, based on our closing stock price of $9.26 as of September 30, 2025, the last trading day of our fiscal year, which would have been received by holders of RSU's had all such holders sold their underlying shares on that date.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Dec 10, 2025 | Showing above |
| 2024 | Dec 12, 2024 | |
| 2023 | Dec 14, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.