Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 20, 2021 Matthew Kappers, Andrew Lee and Daniel Mazziota were
appointed to the Board of Directors of Amplitech Group, Inc. (the "Company").
Each director was also appointed to the Company's newly formed audit committee,
the compensation committee and the nomination and corporate governance
committee. Matthew Kappers is the Chairman of the Nominating and Corporate
Governance Committee, Andrew Lee is the Chairman of the Audit Committee, and
Daniel Mazziota is the Chairman of the Compensation Committee. Each of Matthew
Kappers, Andrew Lee and Daniel Mazziota is independent, using the definition of
independence under NASDAQ Listing Rule 5605(a)(2) and the standards established
by the Securities and Exchange Commission.
Matthew Kappers, age 56, was appointed as the chairman of the Nominating and
Corporate Governance Committee. Since 2011, Mr. Kappers has been a Managing
Director at Concordia Financial Group, an investment bank and consulting firm.
He has experience in completing mergers and acquisitions, as well as post
acquisition operations. Prior to Concordia Financial Group, he was in the
corporate development group for two multi-billion dollar NYSE companies
(Republic Services, Inc. and Loewen Group International, Inc.). In addition to
his M&A background, he has been the COO and CFO for several small to
medium-sized privately held companies. Mr. Kappers earned a B.A. degree from
Vanderbilt University and a M.B.A. degree from Miami University.
Andrew Lee, age 37, was appointed as the chairman of the Audit Committee. Mr.
Lee is a licensed CPA and holds his MBA degree from Washington State University.
Lee received his Bachelor of Business Administration, with concentrations in
Finance and Accounting, from Walla Walla University. Mr. Lee began working at
RealWear in 2017 as a CFO. Prior to joining RealWear, Mr. Lee led Finance and
Operations as the CFO of Ryonet Corporation, a high-growth firm in Vancouver,
Washington.
Daniel Mazziota, age 84, was appointed as the chairman of the Compensation
Committee. Mr. Mazziota founded Microwave Power Devices, Inc. in 1967, which he
sold in 1981 to Macom Technology Solutions, a Nasdaq listed developer and
producer of radio, microwave, and millimeter wave semiconductor devices and
components. He served as the President of Microwave Power Devices, Inc. until
his retirement in 1988. He is currently president of IDM Consulting, which
provides consulting services to the microwave component and sub system industry.
He received his BEE and MSEE degrees from New York Polytechnic Institute and is
a fellow of the Institute.
There is no other arrangement or understanding between Messrs. Kappers, Lee or
Mazziota and any other persons as it relates to his appointment as a director.
None of Messrs. Kappers, Lee or Mazziota has any family relationships with any
of our directors or executive officers, and none has not been a participant, or
had any interest, in any transaction with the Company that is reportable under
Item 404(a) of Regulation S-K, since the beginning of the Company's last fiscal
year.
In connection with their respective appointments, each of Matthew Kappers,
Andrew Lee and Daniel Mazziota entered into director agreements with the
Company, substantially in the form attached hereto as Exhibit 10.1, providing
for, among other things that each of the directors shall be entitled to fees for
attendance at virtual meetings, reimbursement of expenses for attending meetings
and a grant of up to 250,000 options to purchase shares of common stock of the
Company pursuant to the Company's 2020 Equity Incentive Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of Director Agreement, by and between the applicable director
and the Company, dated January 20, 2021.
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AMPLITECH GROUP, INC. 
