DEF 14A 1 ea0214633-02.htm PROXY STATEMENT

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

AKOUSTIS TECHNOLOGIES, INC.
(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 in the appropriate box):

☒		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.

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Akoustis Technologies, Inc.
9805 Northcross Center Court, Suite A
Huntersville, NC 28078
(704) 997-5735

October 8, 2024

To the Stockholders of Akoustis Technologies, Inc.:

We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Akoustis Technologies, Inc. (the “Company”), which will be held on Thursday, November 21, 2024 at 11:00 a.m., local time, or at such adjournments or postponements thereof. The Annual Meeting will be held by means of remote communications, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AKTS2024.

Details of the business to be conducted at the Annual Meeting are provided in the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement, each of which we urge you to read carefully. In addition, enclosed are a proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

We sincerely hope that you can attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to review these proxy materials and submit your voting instructions in advance of the Annual Meeting by Internet, by telephone, or by mail. Instructions regarding submitting a proxy by Internet and telephone are included on the proxy card. If you choose to submit a proxy by mail, please mark, sign and date the proxy card and return it in the enclosed postage-paid envelope. If you attend the Annual Meeting and desire to revoke your proxy and vote in person, you may do so. You may revoke your proxy at any time before it is exercised as explained in the Proxy Statement.

If you have any questions or need assistance voting your shares, please contact Kenneth Boller, the Company’s Chief Financial Officer, at (704) 997-5735.

		Sincerely,
		/s/ Kenneth Boller
		Kenneth Boller
		Chief Financial Officer

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Akoustis Technologies, Inc.
9805 Northcross Center Court, Suite A
Huntersville, NC 28078
(704) 997-5735

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 21, 2024 AT 11:00 A.M.

The 2024 Annual Meeting of Stockholders of Akoustis Technologies, Inc. (the “Company”) will be held on Thursday, November 21, 2024 at 11:00 a.m., local time, and any adjournments or postponements thereof (the “Annual Meeting”).The annual meeting will be held by means of remote communications, conducted via live webcast accessible at https://www.virtualshareholdermeeting.com/AKTS2024 for the following purposes:

1. to elect six directors of the Company to serve one-year terms expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal;

2. to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers;

3. to approve amendments to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation” or “Charter”), effecting reverse stock splits of the Company’s common stock at ratios between 1-for-50 and 1-for-250 inclusive, one of which amendments (and therefore one of which reverse stock split ratios) will be chosen by the Board of Directors in its sole discretion on or prior to the one year anniversary of the date of the Annual Meeting (the “Reverse Stock Split”), and the rest of which amendments (and therefore the rest of the reverse stock split ratios) will be abandoned;

4. to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025; and

5. to transact such other business, if any, as may properly come before the Annual Meeting.

The Board of Directors is not aware of any other business to come before the Annual Meeting.

We have fixed September 24, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. Only holders of record of the Company’s common stock at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.

You are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to review these proxy materials and submit your voting instructions in advance of the Annual Meeting by Internet, telephone, or mail, as described on the enclosed proxy card. On or about October 9, 2024, we will mail to stockholders as of the record date a notice with instructions on how to access our annual meeting materials and submit your voting instructions via the internet, by mail or telephone.

The Board of Directors recommends that stockholders vote “FOR” each of the director nominees, “FOR” the approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers, “FOR” the approval of the amendment to the Certificate of Incorporation to effect the Reverse Stock Split, and “FOR” the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025.

You may revoke your proxy at any time prior to or at the Annual Meeting (prior to the vote at the Annual Meeting) by written notice to the Company, by executing a proxy bearing a later date, or by attending the Annual Meeting and voting online.

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on November 21, 2024: the Proxy Statement and the Company’s Annual Report on Form 10-K are available at www.proxyvote.com.

		By order of the Board of Directors,
		/s/ Kenneth Boller
		Kenneth Boller
		Chief Financial Officer
		Huntersville, North Carolina
		October 8, 2024

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October 8, 2024

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 21, 2024

The Board of Directors (the “Board of Directors” or “Board”) of Akoustis Technologies, Inc. (the “Company”) is furnishing you this proxy statement to solicit, on its behalf, proxies to be voted at the Company’s 2024 Annual Meeting of Stockholders to be held on Thursday, November 21, 2024 at 11:00 a.m., local time, and any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held by means of remote communications, conducted via live webcast accessible at https://www.virtualshareholdermeeting.com/AKTS2024. These proxy materials are first being mailed or made available to stockholders on or about October 9, 2024.

The entire cost of soliciting these proxies will be borne by the Company. In addition to the delivery of the proxy materials by mail, the Company may request banks, brokers, and other record holders, or a proxy solicitor acting on its behalf, to send proxies and proxy materials to the beneficial owners of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), and to secure the voting instructions of such beneficial owners. The Company will reimburse any such banks, brokers, other record holders, or proxy solicitors acting on its behalf for their reasonable expenses in so doing. The Company has not engaged a proxy solicitor to solicit proxies from stockholders; however, the Company retains the right to do so if it deems such solicitation necessary. Furthermore, the Company may also use one or more of its current employees, who will not be specially compensated, to solicit proxies from stockholders in person, by telephone, by e-mail, or by special letter.

The Annual Meeting will be held for the purpose of considering and voting upon the following:

2. to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers;

3. to approve amendments to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation” or “Charter”), effecting reverse stock splits of the Company’s common stock at ratios between 1-for-50 and 1-for-250 inclusive, one of which amendments (and therefore one of which reverse stock split ratios) will be chosen by the Board of Directors in its sole discretion on or prior to the one year anniversary of the state of the Annual Meeting, and the rest of which amendments (and therefore the rest of which reverse stock split ratios) will be abandoned;

4. to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025; and

5. to transact such other business, if any, as may properly come before the Annual Meeting.

The Board is not aware of any other business to come before the Annual Meeting.

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TABLE OF CONTENTS

		Page
GENERAL INFORMATION CONCERNING VOTING		1
Date, Time, and Place		1
Purpose of the Annual Meeting		1
Recommendation of the Board of Directors		1
Who May Vote		1
Voting Methods		1
Submitting a Proxy		2
Revocability of Proxies		2
Quorum and Vote Necessary for Action		2
REFERENCES TO OUR WEBSITE ADDRESS		4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		5
PROPOSAL 1 ELECTION OF DIRECTORS		6
DIRECTORS AND EXECUTIVE OFFICERS		7
CORPORATE GOVERNANCE MATTERS		9
Director Independence		9
Board Leadership Structure and Role in Risk Oversight		9
Board Meetings and Director Attendance		9
Committees of the Board of Directors		9
Process for Nominating Potential Director Candidates		11
Code of Business Conduct and Ethics		12
Stockholder and Interested Party Communications with Directors		13
COMPENSATION AND OTHER INFORMATION CONCERNING OUR EXECUTIVE OFFICERS AND DIRECTORS		14
Executive Compensation		14
Director Compensation		23
PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION		25
PROPOSAL 3 REVERSE STOCK SPLIT PROPOSAL		26
PROPOSAL 4 RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2025		34
Fees		34
Pre-Approval Practice		34
REPORT OF THE AUDIT COMMITTEE		36
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		36
SECTION 16(a) REPORTING		36
SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS AND NOMINATIONS		37
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		38
ANNUAL REPORT		38
OTHER MATTERS		38

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GENERAL INFORMATION CONCERNING VOTING

Date, Time, and Place

The Company will hold its Annual Meeting virtually at 11:00 a.m., local time, on Thursday, November 21, 2024. You will be able to attend the Annual Meeting via live webcast and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AKTS2024.

Purpose of the Annual Meeting

At the Annual Meeting, the Company’s stockholders will be asked to consider and vote upon the following:

2. to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers;

3. to approve amendments to the Certificate of Incorporation effecting reverse stock splits of the Company’s common stock at ratios between 1-for-50 and 1-for-250 inclusive, one of which amendments (and therefore one of which reverse stock split ratios) will be chosen by the Board of Directors in its sole discretion on or prior to the one-year anniversary of the state of the Annual Meeting, and the rest of which amendments (and therefore the rest of which reverse stock split ratios) will be abandoned (the “Reverse Stock Split Proposal”);

4. to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025; and

5. to transact such other business, if any, as may properly come before the Annual Meeting.

The Board is not aware of any other business to come before the Annual Meeting.

Recommendation of the Board of Directors

The Board of Directors has determined that each of the proposals is advisable and in the best interests of the Company and its stockholders and recommends that stockholders vote “FOR” each of the director nominees, “FOR” the approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers, “FOR” the Reverse Stock Split Proposal, and “FOR” the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025.

Who May Vote

Stockholders of record of Common Stock as of the close of business on September 24, 2024, the record date established by the Board of Directors for the determination of stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof, either in person or by proxy. Each share of Common Stock is entitled to one vote on each matter expected to be presented at the Annual Meeting, including the election of directors. On the Record Date, there were 154,556,106 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Stockholders do not have cumulative voting rights.

Voting Methods

You may vote at the Annual Meeting online, by submitting a proxy by mailing the enclosed proxy card or by submitting voting instructions by telephone or on the Internet. Instructions regarding submitting your proxy or voting instructions by telephone and on the Internet are included on the proxy card. You may not submit your voting instructions by telephone or on the Internet after 11:59 p.m. Eastern Time on Wednesday, November 20, 2024. If you choose to submit a proxy by mail, please mark, sign, and date the proxy card and return it in the enclosed postage-paid envelope. If a bank, broker, or other nominee (“broker”) holds your shares, you will receive voting instructions directly from the broker.

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You will need to obtain your own live webcast access if you choose to attend the Annual Meeting and/or vote over the Internet. To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your broker to obtain your 16-digit control number or otherwise vote through the bank or broker. The meeting webcast will begin promptly at 11:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin shortly before the meeting on November 21, 2024.

Submitting a Proxy

The form of proxy solicited by the Board of Directors permits you to specify a (i) choice among “for all” nominees, “withhold all” nominees, and “for all except” designated nominees and (ii) a choice among “for,” “against,” and “abstain” with respect to the proposals regarding (a) approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers, (b) approval of the Reverse Stock Split Proposal, and (c) auditor ratification. All shares represented by valid proxies that the Company receives through this solicitation, and that are not validly revoked, will be voted according to your instructions on the proxy card or as instructed by phone or via the Internet. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board of Directors’ recommendations. If other matters properly come before the Annual Meeting, the persons appointed to vote the proxies will vote on these matters in accordance with their best judgment. The proxies also have discretionary authority to vote to adjourn the Annual Meeting, including for the purpose of soliciting proxies to vote in accordance with the Board of Directors’ recommendations. The Board of Directors has selected Kamran Cheema and Kenneth Boller to act as proxies with full power of substitution and resubstitution at the Annual Meeting. Either of them is authorized to vote all proxies to vote shares of Common Stock at the Annual Meeting or any adjournment or postponement thereof granted by stockholders of the Company. The enclosed proxy with respect to the Annual Meeting is solicited by the Board of Directors.

Revocability of Proxies

Even if you execute a proxy or submit a proxy by telephone or over the internet, you have the right to revoke it and change your vote by notifying us at any time before your shares are voted at the Annual Meeting. You may revoke a proxy at any time by submitting written notice of revocation to Kenneth Boller, the Company’s Chief Financial Officer, before the shares are voted, by submitting a proxy having a later date, or by appearing at the Annual Meeting and voting online. Unless so revoked, the shares of Common Stock represented by the valid proxies received pursuant to this solicitation will be voted in accordance with the specifications given therein. Attendance at the Annual Meeting, without voting, will not serve to revoke a previously submitted proxy.

Quorum and Vote Necessary for Action

Quorum. The presence of the holders of a majority of the outstanding shares of the Common Stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum.

Required Vote. Directors are elected (Proposal 1) by a plurality of the votes cast by the shares entitled to vote in the election, which means that the six director nominees who receive the greatest number of “for” votes will be elected. You may vote “for all,” “withhold all” or “for all except” with respect to the election of directors. Approval, on a non-binding advisory basis, of the compensation paid to our named executive officers (Proposal 2), and ratification of the appointment of our independent registered accounting firm (Proposal 4) require the affirmative vote of the stockholders present in person or represented by proxy holding shares representing at least a majority of the votes so present or represented by proxy and entitled to be cast thereon. Approval of the Reverse Stock Split Proposal (Proposal 3) requires that the votes cast for the amendment exceed the votes cast “against” the amendment. You may vote “for,” “against,” or “abstain” with respect to Proposals 2 through 4.

Broker Non-Votes. A broker holding shares in “street name” for a beneficial owner has discretion (but is not required) to vote the client’s shares with respect to “routine” matters if the client does not provide voting instructions. The broker, however, is not permitted to vote the client’s shares with respect to “non-routine” matters without voting instructions. A “broker non-vote” occurs when your broker submits a proxy for your shares but does not vote on a particular proposal because the broker does not have discretionary voting power for that matter and has not received

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instructions from you. Broker non-votes, if any, will be counted for purposes of determining a quorum. Broker non-votes will not be treated as votes cast on Proposal 1 and will not be treated as votes entitled to be cast on Proposal 2, or 4 and, therefore, will have no effect on the vote required for the approval of Proposal 1, 2, or 4. We do not expect any broker non-votes with respect to Proposal 3, and therefore a failure to instruct your broker on how to vote on such matters will have no effect on the outcome of the vote.

“Routine” and “Non-routine” Matters. Approval of the Reverse Stock Split Proposal (Proposal 3) and the approval of the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025 (Proposal 4) are considered to be “routine” matters. Therefore, even if your broker does not receive voting instructions from you, your broker is entitled (but not required) to vote your shares on Proposals 3 and 4. The election of directors (Proposal 1) and approval, on a non-binding advisory basis of the compensation paid to our named executive officers (Proposal 2) are considered “non-routine” matters under applicable stock exchange rules, and your broker is not entitled to vote your shares on these proposals without your instructions.

Abstentions and Withheld Votes. If you abstain from voting or withhold your vote on a particular matter, your shares will be counted for purposes of determining whether a quorum is present but will not be treated as cast either for or against Proposals 1 or 3 and therefore will have no effect on the outcome of the vote. Abstentions will have the same effect as votes cast against Proposals 2 and 4.

There are no appraisal rights with respect to the matters to be acted upon at the Annual Meeting.

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REFERENCES TO OUR WEBSITE ADDRESS

References to our website address throughout this proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this proxy statement or the accompanying materials.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our Common Stock that may be acquired upon exercise of stock options or warrants that are exercisable or that become exercisable within 60 days after the Record Date are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person.

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of the Record Date by (i) each of our directors and named executive officers and (ii) all of our directors and executive officers as a group. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To the best of our knowledge, there is no stockholder known by us to be the beneficial owner of more than 5% of our Common Stock. To our knowledge, (i) none of the shares listed below are held under a voting trust or similar agreement, except as noted, and (ii) there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Name and address of beneficial owner	Amount and nature of beneficial ownership(1)(2)	Percent of class(3)
Jeffrey B. Shealy, Former Chief Executive Officer(4)	2,046,775	1.3	%
Kamran S. Cheema, Chief Executive Officer, Director(5)	121,011	*
Kenneth Boller, Chief Financial Officer(6)	246,957	*
David M. Aichele, Former Executive Vice President of Business Development(7)	233,622	*
Steven P. DenBaars, Director(8)	489,926	*
Jill Frizzley, Director	—	*
Arthur E. Geiss, Director, Co-Chairman of the Board(9)	593,138	*
Matthew Kahn, Director	—	*
Jerry D. Neal, Director, Co-Chairman of the Board(10)	965,537	*
All directors and executive officers as a group (9 persons)(11)	4,696,966	3.3	%

____________

* Less than 1%

(1) Unless otherwise indicated in the table or the related notes, the address for each person named in the table is c/o Akoustis Technologies, Inc., 9805 Northcross Center Court, Suite A, Huntersville, NC 28078.

(2) Unless otherwise indicated in the table or the related notes, the shares are held directly by the beneficial owner.

(3) Applicable percentage ownership is based on 154,556,106 shares of Common Stock outstanding as of the Record Date, together with securities exercisable for or convertible into shares of Common Stock within 60 days after the Record Date for each stockholder.

(4) As previously announced on August 8, 2024, Mr. Shealy resigned from his position with the Company, effective August 6, 2024.

(5) Includes (i) 10,000 shares of Common Stock issuable upon the vesting of restricted stock units that vest within 60 days of the Record Date; and (ii) 60,000 shares of Common Stock issuable upon the exercise of options that are presently exercisable or become exercisable within 60 days of the Record Date.

(6) Includes (i) 5,000 shares of Common Stock issuable upon the vesting of restricted stock units that vest within 60 days of the Record Date; and (ii) 97,000 shares of Common Stock issuable upon the exercise of options that are presently exercisable or become exercisable within 60 days of the Record Date.

(7) As previously announced on July 12, 2024, Mr. Aichele resigned from his position with the Company, effective July 22, 2024.

(8) Includes (i) 38,250 shares of Common Stock issuable upon the vesting of restricted stock units that vest within 60 days of the Record Date; and (ii) 163,967 shares of Common Stock issuable upon the exercise of options that are presently exercisable or become exercisable within 60 days of the Record Date.

(9) Includes (i) 138,333 shares of Common Stock issuable upon the vesting of restricted stock units that vest within 60 days of the Record Date; and (ii) 177,214 shares of Common Stock issuable upon the exercise of options that are presently exercisable or become exercisable within 60 days of the Record Date.

(10) Includes (i) 125,750 shares of Common Stock issuable upon the vesting of restricted stock units that vest within 60 days of the Record Date, and (ii) 40,000 shares of Common Stock issuable upon the exercise of options that are presently exercisable or become exercisable within 60 days of the Record Date.

(11) Includes (i) 317,333 shares of Common Stock issuable upon the vesting of restricted stock units that vest within 60 days of the Record Date, and (ii) 538,181 shares of Common Stock issuable upon the exercise of options that are presently exercisable or become exercisable within 60 days of the Record Date.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our Amended and Restated Bylaws (the “Bylaws”) provide that the number of directors shall be fixed from time to time by resolution of the Board of Directors but shall not be less than one. The number of directors is currently fixed at six directors. The Board of Directors has nominated Kamran S. Cheema, Steven P. DenBaars, Jill K. Frizzley, Arthur E. Geiss, Matthew R. Kahn and Jerry D. Neal, all of whom currently are directors of the Company, for election by the stockholders at the Annual Meeting. Upon election, each such director will serve until the 2025 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal. Each nominee has consented to serve as a director if elected. Although the Board of Directors expects that each of the nominees will be available for election, if a vacancy in the slate of nominees is caused by death or any other unexpected occurrence, the persons named as proxies in the accompanying form of proxy may vote for a substitute nominee recommended by the Nominating Committee and approved by the Board of Directors.

Proxies may not be voted for a number of persons greater than the number of nominees. Directors are elected by a plurality of the votes cast at the Annual Meeting, which means that the six director nominees receiving the highest number of “FOR” votes, will be elected as directors of the Company.

The Board of Directors recommends a vote “FOR” each of Kamran S. Cheema, Steven P. DenBaars, Jill K. Frizzley, Arthur E. Geiss, Matthew R. Kahn, and Jerry D. Neal for election as directors of the Company.

Properly submitted proxies will be voted “FOR” election of each of the nominees identified above unless otherwise specified.

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DIRECTORS AND EXECUTIVE OFFICERS

Below are the names of, and certain information about our current executive officers and our directors, including the principal occupation and business experience of each such person during the past five years.

Name	Age	Position	Date Named to Board of Directors/as Executive Officer
Kamran Cheema	51	Chief Executive Officer, Chief Product Officer, and Director	September 20, 2024/ August 8, 2024
Kenneth E. Boller	53	Chief Financial Officer	November 5, 2018
Steven P. DenBaars	62	Director	May 22, 2015
Jill K. Frizzley	49	Director	August 7, 2024
Arthur E. Geiss	71	Co-Chairman of the Board	May 22, 2015
Matthew R. Kahn	64	Director	August 7, 2024
Jerry D. Neal	80	Co-Chairman of the Board	May 22, 2015

Kamran Cheema is our Chief Executive Officer, Chief Product Officer and a member of our Board of Directors. Mr. Cheema has served as a director since September 20, 2024, Chief Executive Officer since August 8, 2024, and as Chief Product Officer for the Company since 2022. He joined the Company in August 2021 as Vice President of Engineering, bringing a wealth of RF experience in product design, manufacturing, technology development, program management and quality management with over thirty years of experience in acoustic technology. Before joining the Company, Mr. Cheema served as the Vice President of Engineering at Qualcomm RF360, where he was responsible for all aspects of micro-acoustic hardware solutions for the mobile phone market. Mr. Cheema holds a MSEE from the University of Central Florida.

Kenneth E. Boller is our Chief Financial Officer and Corporate Controller. Mr. Boller joined the Company in December 2017 as Corporate Controller and became Assistant Secretary in February 2018, Interim Chief Financial Officer in November 2018, and Chief Financial Officer in February 2022. Mr. Boller has been responsible for building and managing the Company’s finance and HR organizations, capital raises, implementing the Company’s SEC financial reporting, and developing all internal controls and processes for the Company. He has over 25 years of experience in public company financial reporting, compliance, planning, treasury, tax, and related strategic matters. Mr. Boller’s past work experience includes Regional Controller and Corporate Director of Accounting for Ecolab, Inc. from 2012 to 2017. Prior to his employment at Ecolab, Inc., Mr. Boller served as Finance Director for ATI Allvac from 2007 to 2011. He is a Certified Public Accountant (Commonwealth of Pennsylvania) with his BS in Accounting from Rutgers University.

Steven P. DenBaars is a Distinguished Professor of Materials and Co-Director of the Solid-State Lighting and Energy Electronics Center at UCSB. Professor DenBaars joined UCSB in 1991 and currently holds the Mitsubishi Chemical Chair in Solid State Lighting and Displays. He is also a current Board member of Aeluma, Inc., a public company engaged in the manufacture of high performance InGaAs sensors and of SmartKem Inc., a thin-film transistor developer and manufacturer. Professor DenBaars was formerly a co-founder and board member of privately held GaN start-up companies, Soraa Inc. and Soraa Laser Diode Inc. Professor DenBaars has been in the compound semiconductor business for over 30 years starting with his prior work at Hewlett-Packard Optoelectronics division in 1988 and involvement in more than two LED companies and one laser diode company. Professor DenBaars’ specific research interests include growth of wide-band gap semiconductors (GaN based), and their application to Blue LEDs and lasers and energy efficient solid state lighting. This research has led to over 1,140 scientific publications and over 190 U.S. patents on electronic materials and devices. He has been awarded an NSF Young Investigator award, Young Scientist Award of the ISCS, IEEE Aron Kressel Award, ISCS Quantum Device Award (2021), and he is an IEEE Fellow. He was elected to the National Academy of Engineering (2012), and elected Fellow of the National Academy of Inventors (2014). We believe that Professor DenBaars adds value to our Board of Directors based on his years of experience in the LED industry and his extensive research involving wide-based gap semiconductors and their application to high power electronic devices.

Jill K. Frizzley currently serves as President of Wildrose Partners, LLC, an independent consulting company providing governance and related advisory services to corporations, a position she has held since 2019. Ms. Frizzley served as Counsel in the Business Finance & Restructuring Group at Weil, Gotshal & Manges LLP from 2016 to 2019, and previously practiced in the Business Finance Group at Shearman & Sterling LLP from 2000 to 2016. Ms. Frizzley

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is a corporate governance expert with over two decades of experience serving on boards and advising on financial restructuring and mergers and acquisitions. During the past five years, Ms. Frizzley was a member of multiple public company boards including: Hudson Technologies Inc. (from December 2019 to March 2022), Vivus Inc. (from July 2020 to December 2020), Town Sports International LLC (from September 2020 to December 2020), Avaya Holdings Corp. (from December 2022 to May 2023), Virgin Orbit Holdings (from April 2023 to August 2023), iMedia Brands, Inc. (from April 2023 to April 2024), Surgalign Holdings, Inc. (from June 2023 to October 2023), Proterra Inc. (from August 2023 to March 2024), Invitae Corporation (from December 2023 to August 2024), KLDiscovery Inc. (from March 2024 to August 2024), and CalAmp (from May 2024 to July 2024). Ms. Frizzley received a B.S. in Genetics with Honors from the University of Alberta and her LLB from the University of Toronto Faculty of Law. We believe that Ms. Frizzley is qualified to serve as a member of our Board of Directors due to her extensive corporate governance and legal experience, as well as her experience as a board member of publicly traded companies.

Arthur E. Geiss, Co-Chairman of the Board, founded AEG Consulting, LLC (“AEG Consulting”) in 2003 and currently serves as its Chief Executive Officer. AEG Consulting offers guidance concerning manufacturing, operations, and process development to technology companies. Prior to establishing AEG Consulting, Mr. Geiss served as Vice President of Wafer Fab Operations at RFMD. He was responsible for the start-up and operations of Gallium Arsenide epitaxial-growth and wafer-fabrication. Prior to RFMD, Mr. Geiss held management positions with Alpha Industries, Inc. (purchased by Skyworks Solutions, Inc.) and before that at ITT Gallium Arsenide Technology Center (purchased by Cobham plc). At both companies, he was responsible for process and device development and wafer fabrication operations. Prior to these, Mr. Geiss held a research position at the Xerox Palo Alto Research Center (now PARC, Inc.). At PARC, Inc., he investigated the structure of vitreous materials and amorphous thin films using Raman spectroscopy. Mr. Geiss has served as a Member of the Executive Committee of the IEEE GaAs IC Symposium (now CSICS) and as a Member of the Executive Committee of the GaAs Manufacturing Technology Conference (now CS Mantech). He has numerous patents and publications on electronic devices, processing, and manufacturing. Mr. Geiss earned a B.S. degree at Lafayette College and M.S. and Ph.D. degrees at Brown University, all in physics. We believe that Mr. Geiss adds value to our Board of Directors based on his extensive experience with technology companies, his executive leadership and management experience, and his research background.

Matthew R. Kahn currently serves as a consultant with over 35 years of experience in private equity, structured lending and credit investing and has served as a director on more than 35 boards of directors of both private and public companies. Mr. Kahn previously served on the board of directors of Approach Resources, Inc. from 2017 to 2020. He previously worked for 17 years at Gordon Brothers Group, where he was a founding member of the private equity and second lien lending business. Prior to joining Gordon Brothers in 1995, Mr. Kahn was the chief financial officer of Joseph Bank Clothiers and senior vice president for finance at Nature Food Centres. Mr. Kahn completed his Master of Business Administration program at University of Virginia (Darden School) and Bachelor of Science in Business Administration, magna cum laude, at Georgetown University. We believe that Mr. Kahn’s substantial management experience and financial expertise make him qualified to serve as a member on our Board.

Jerry D. Neal, Co-Chairman of the Board, founded RFMD in 1991 and served as its Executive Vice President of Marketing and Strategic Development from January 2002 to May 2012. Dr. Neal served as a Vice President of Marketing of RFMD from May 1991 to January 2000 and as its Executive Vice President of Sales, Marketing and Strategic Development from January 2000 to January 2002. Prior to joining RFMD, he was employed for 10 years with Analog Devices, Inc., including as Marketing Engineer, Marketing Manager, and Business Development Manager. Dr. Neal also founded Moisture Control Systems for the production of his patented electronic sensor for measurement of soil moisture for research, which was later sold to Hancor, Inc. Dr. Neal served as a Director of Tower Semiconductor Ltd. (“TowerJazz”) from July 2018 through April 2020 and previously served on the board of Jazz Semiconductor, Inc. from 2002 until 2008, prior to its acquisition by TowerJazz. Dr. Neal served as a Director of RFMD from February 1992 to July 1993. Dr. Neal received his associate’s degree in electrical engineering from Gaston Technical Institute and NCSU and his doctor of business management degree from Southern Wesleyan University. We believe that Dr. Neal adds value to our Board of Directors based on his extensive executive leadership and management experience and his sales, marketing, and product development background.

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CORPORATE GOVERNANCE MATTERS

Director Independence

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) and, pursuant to Nasdaq Listing Rule 5605(b), we are required to have a Board of Directors comprised of a majority of “independent directors.” Our Board has determined that Professor DenBaars, Ms. Frizzley, Mr. Geiss, Mr. Kahn and Mr. Neal are independent directors under the applicable standards of The Nasdaq Stock Market.

Board Leadership Structure and Role in Risk Oversight

The Board of Directors is committed to strong, independent leadership and believes that objective oversight of management performance is a critical aspect of effective corporate governance. Each member of the Board of Directors is independent under Nasdaq independence rules.

To assure effective and independent oversight of management, the Board of Directors has separated the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between these two roles in management of the Company. We believe that separation of the Chairman and Chief Executive Officer positions encourages objective oversight and candid communications regarding the Company. Currently, two non-employee, independent directors, Mr. Geiss and Mr. Neal, serve as Co-Chairmen of the Board, while Mr. Cheema serves as Chief Executive Officer. The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Co-Chairmen of the Board serve as liaisons between the Board and management, focus on Board and governance matters, and preside over meetings of the full Board. Although there is no formal delineation of their responsibilities, Mr. Neal tends to focus on the Company’s marketing and investor relations and communication between the Chief Executive Officer and the rest of the Board of Directors, while Mr. Geiss spends more time with technical and operational matters. The Co-Chairmen of the Board are independent, non-management positions. We believe our structure is appropriate given the relatively small size and simple operating philosophy of our organization, as it allows Mr. Cheema to focus on the Company’s strategy, business, and operations and allows the Co-Chairmen to provide objective oversight of the Company.

As the Company’s principal governing body, the Board of Directors has the ultimate responsibility for overseeing the Company’s risk management practices. On an ongoing basis, the Board of Directors discusses areas of risk that particularly affect the Company with senior members of management, who report to the Board of Directors on those areas of risk at regularly scheduled meetings of the Board of Directors. These areas of risk change from time to time based on business conditions and competitive considerations. The Board of Directors and management periodically review, evaluate, and assess the risks relevant to the Company. In addition, the Audit Committee oversees the management of market and operational risks that could affect financial reporting, the Nominating Committee oversees management of risks associated with governance matters, and the Compensation Committee oversees management of risks related to executive compensation plans and policies.

Board Meetings and Director Attendance

The Board of Directors held 13 meetings during the fiscal year ended June 30, 2024. Each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees of the Board of Directors on which he or she served (during the periods that he or she served).

Although the Company does not have a formal policy regarding director attendance at annual meetings of stockholders, each director is encouraged and expected to attend the Annual Meeting. Each of our directors then serving on the Board of Directors attended the 2023 annual meeting of stockholders.

Committees of the Board of Directors

The Board maintains a number of standing committees including, the Audit Committee, the Compensation Committee, the Nominating Committee, the Technology Committee, and the IT Governance Committee. Each of these committees operates under a written charter and reports regularly to the Board. A copy of each of these committee charters is available in the “Investors” section of our website under the heading “Governance Documents” at www.akoustis.com, and copies may also be obtained by request through the “Contact Us” form at the same website

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address. Each member of the Audit Committee, the Compensation Committee, and the Nominating Committee must satisfy membership requirements imposed by the applicable committee charter and, where applicable, Nasdaq listing standards and SEC rules and regulations. Each of the members of the Audit Committee, the Compensation Committee, and the Nominating Committee has been determined by the Board to be independent under applicable Nasdaq listing standards and, in the case of the Audit Committee and the Compensation Committee, under the independence requirements established by the SEC. A brief description of the responsibilities of each of these committees and their current membership follows.

Audit Committee

Our Board has established 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”), to represent and assist the Board in its general oversight of our accounting and financial reporting processes, audits of the financial statements, internal control and audit functions, and compliance with legal and regulatory requirements and ethical standards adopted by the Company. Formed in February 2017 in connection with our initial listing on Nasdaq, the Audit Committee held 4 meetings during the fiscal year ended June 30, 2024. The current members of the Audit Committee are Ms. Frizzley, Mr. Kahn (Chair) and Mr. Neal. The Board of Directors has determined that each of the members is financially sophisticated and that Mr. Kahn meets the definition of “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. The Board also has determined that each of Ms. Frizzley, Mr. Kahn and Mr. Neal is “independent” under Rule 10A-3(b)(1) under the Exchange Act for purposes of Audit Committee independence.

Compensation Committee

Our Board has established a Compensation Committee to assist the Board in overseeing and reviewing information from management regarding compensation and human capital issues within the Company. The Compensation Committee also has specific responsibilities regarding performance reviews and compensation of the Company’s executive officers. The Compensation Committee is authorized under its charter to retain consultants to assist it in the evaluation of the Company’s executive compensation program. The Compensation Committee has consulted Pearl Meyer & Partners (“Pearl Meyer”), an independent compensation consultant, from time to time to review the Company’s compensation programs and provide market data, analyses and advice regarding the compensation of our executive officers and non-employee directors. Pearl Meyer does not provide any other services to the Company. Our executive officers communicate to the Compensation Committee regarding operational, financial or other milestones related to bonus determinations, but are otherwise not involved in determining or recommending the amount or form of executive and director compensation.

The Compensation Committee held 7 meetings during the fiscal year ended June 30, 2024. The Compensation Committee is responsible for approving the individual elements of total compensation for our interim Chief Executive Officer and other executive officers. The current members of the Compensation Committee are Ms. Frizzley, Mr. Kahn and Mr. Neal (Chair), each of whom is independent under existing Nasdaq listing standards, SEC requirements, and the requirements of Section 162(m) of the Internal Revenue Code (the “Code”). To the extent permitted by the Company’s bylaws and applicable law, rules, regulations and listing requirements, the Compensation Committee may form and delegate authority to subcommittees of the Compensation Committee.

Nominating Committee

Our Board has established a Nominating Committee to assist the Board by identifying individuals qualified to become Board members, consistent with criteria approved by the Board, to recommend for the Board’s approval the slate of nominees to be proposed by the Board to stockholders for election to the Board or nominees for election to fill interim vacancies on the Board, and to recommend to the Board the directors who will serve on each committee of the Board. Formed in February 2017, the Nominating Committee held 2 meetings during the fiscal year ended June 30, 2024. The current members of the Nominating Committee are Ms. Frizzley, Mr. Kahn and Mr. Neal (Chair).

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Other Committees

Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future. In July 2017, our Board designated a Technology Committee to assist the Board and the Company’s senior management in overseeing technology development initiatives and to advise the Board regarding new technology development and execution of technology initiatives. The current members of the Technology Committee are Professor DenBaars and Mr. Geiss (Chair). In August 2020, the Board designated an IT Governance Committee to oversee the Company’s risk management program relating to cybersecurity. The current members of the IT Governance Committee are Professor DenBaars, Jerry Neal and Mr. Geiss (Chair). The Board also designates special committees from time to time to oversee and manage particular matters at its discretion.

Process for Nominating Potential Director Candidates

The Nominating Committee is responsible for identifying and evaluating potential director candidates and recommending qualified candidates for election by the stockholders consistent with criteria approved by the Board. Nominees for director are selected by the Nominating Committee on the basis of their (i) economic, academic, financial, and other expertise, skills, knowledge, and achievements useful to the oversight of the Company’s business; (ii) integrity, demonstrated sound business judgment, and high moral and ethical character; (iii) diversity of viewpoints, backgrounds, experiences, and other demographics; (iv) business or other relevant professional experience; (v) capacity and desire to represent the balanced, best interests of the Company and its stockholders as a whole and not primarily a special interest group or constituency; (vi) ability and willingness to devote time to the affairs and success of the Company and in fulfilling the responsibilities of a director; and (vii) the extent to which the interplay of the candidate’s expertise, skills, knowledge, and experience with that of other Board members will build a Board that is effective, collegial, and responsive to the needs of the Company.

The Nominating Committee does not have a formal diversity policy with respect to the Board, but it reviews the background and qualifications of each nominee to determine such nominee’s experience, competence, and character and assesses such nominee’s potential contribution to the Board of Directors, taking into account the then-existing composition of the Board of Directors and such other factors as the Nominating Committee deems appropriate. The Board should collectively possess skills, industry, and other knowledge and expertise, and business and other experience useful for the effective oversight of the Company’s business. The Nominating Committee believes that the business experience of its directors has been, and continues to be, critical to the Company’s development and plan of operation.

The Nominations Committee values the input of stockholders in identifying director candidates. Accordingly, although the Nominations Committee does not have a specific policy with regard to the consideration of candidates recommended by stockholders, the Nominations Committee considers recommendations for Board candidates submitted by stockholders using substantially the same criteria it applies to recommendations from the Nominations Committee, directors and members of management. Any such nominations should be submitted to the Nominations Committee in line with the instructions provided under the caption “Submission of Future Stockholder Proposals and Nominations” below and comply with other specific procedural requirements set forth in the Bylaws.

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Board Diversity Matrix (As of September 20, 2024)

Board Size:
Total Number of Directors		6

	Female	Male	Non-Binary	Did Not Disclose Gender
Gender:
Directors	1	5	—	—
Number of Directors who identify in Any of the Categories Below:
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	1	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	4	—	—
Two or More Races or Ethnicities	—	1	—	—
LGBTQ+	—	—	—	—
Did not Disclose Demographic Background	—	1

SEC Form DEF 14A filed by Akoustis Technologies Inc.