EMCORE CORPORATION

2015 W. Chestnut Street

Alhambra, California 91803

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON FRIDAY, MARCH 16, 2018

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on March 16, 2018 19, 2021: Our 20182020 Annual Report and the accompanying proxy materials are available at https://materials.proxyvote.com/290846.

The 20182021 Annual Meeting of Shareholders (the “Annual Meeting”) of EMCORE Corporation (the “Company”) will be held at 8:00 A.M. local time on Friday, March 16, 2018, at19, 2021, in a virtual meeting format only due to the Hilton Pasadena, 168 S Los Robles Ave., Pasadena CA 91101,ongoing outbreak of COVID-19, to protect the health and well-being of our stockholders, directors and employees and taking into account current federal, state and local guidance, for the following purposes:

The Board of Directors has fixed the close of business on January 16, 201819, 2021 as the record date for determining those shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Whether or not you expect to be present atvirtually attend the Annual Meeting, please vote and submit your proxy or voting instructions as promptly as possible to instruct how your shares are to be voted at the Annual Meeting in order to assure the presence of a quorum at the Annual Meeting. You may vote by telephone, Internet or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. If you vote by telephone or Internet, you do not have to separately mail a proxy or voting instruction form.

January 18, 2018

Alhambra, California

THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON.ELECTRONICALLY. ALL SHAREHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON JANUARY 16, 201819, 2021 ARE RESPECTFULLY URGED TO VOTE AND SUBMIT A PROXY OR VOTING INSTRUCTIONS AS PROMPTLY AS POSSIBLE.POSSIBLE TO INSTRUCT HOW THEIR SHARES ARE TO BE VOTED AT THE ANNUAL MEETING.

EMCORE CORPORATION

PROXY STATEMENT

TABLE OF CONTENTS

EMCORE CORPORATION

2015 W. Chestnut Street

Alhambra, California 91803

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

March 16, 2018

This Proxy Statement is being furnished to shareholders of EMCORE Corporation (the “Company”) as of the close of business on January 16, 201819, 2021 (the “Record Date”), in connection with the solicitation on behalf of the Board of Directors of the Company (the “Board” or the “Board of Directors”) of proxies for use at the 20182020 Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 8:00 A.M. local time, on March 16, 2018, at19, 2021, in a virtual meeting format only due to the Hilton Pasadena, 168 S Los Robles Ave., Pasadena CA 91101,ongoing outbreak of COVID-19, to protect the health and well-being of our stockholders, directors and employees and taking into account current federal, state and local guidance, or at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the related proxy materials are first being mailedfurnished to shareholders or made available on the Internet, as applicable, beginning on or about January 19, 2018.21, 2021. Shareholders should review the information provided herein in conjunction with the Company’s 20182020 Annual Report to Shareholders.

INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and the Company’s 20172020 Annual Report for the fiscal year ended September 30, 20172020 (“fiscal 2017”2020”) are available on the Internet at www.proxyvote.com/290846www.proxydocs.com/EMKR. These materials will also be available under the “Investors” tab on our corporate website (www.emcore.com) beginning on or about January 19, 2018.21, 2021. The other information on our corporate website does not constitute part of this Proxy Statement.

The Company has elected to furnish its proxy materials over the Internet in accordance with applicable rules of the Securities and Exchange Commission (“SEC”) rather than mailing paper copies of this Proxy Statement and the Company’s 20172020 Annual Report to all shareholders. On or about January 19, 2018,21, 2021, the Company commenced the mailing to its shareholders of a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) directing shareholders to the website referenced above where they can access this Proxy Statement and the Company’s 20172020 Annual Report and view instructions on how to submit a proxy or voting instructions via the Internet or by touch-tone telephone. If shareholders wish to receive a paper copy of the Company’s proxy materials, please follow the instructions included in the Notice of Internet Availability. Shareholders who dohave elected not to receive a Notice of Internet Availability or who have not consented to receivedelivery of their proxy materials electronically by e-mail will receive a printed copy of the proxy materials by mail.

PURPOSES OF THE MEETING

At the Annual Meeting, the Company’s shareholders will consider and vote upon the following matters:

Unless contrary instructions are indicated on the proxy you submit, all shares represented by valid proxies received pursuant to this solicitation (and that have not been revoked in accordance with the procedures set forth below) will be voted in accordance with the recommendation of the Board of Directors as follows:

In the event a shareholder specifies a different choice by means of a properly submitted proxy, such shareholder’s shares will be voted in accordance with the specification so made.

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

As of the close of business on the Record Date, the Company had 27,199,76229,782,853 shares of no par value common stock (“Common Stock”) outstanding. Each shareholder of record on the Record Date is entitled to one vote on all matters presented at the Annual Meeting for each share of Common Stock held by such shareholder. The presence, either in person or by properly executed proxy, of the holders of the majority of the shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. AttendanceVirtual attendance at the Annual Meeting will be limited to shareholders as of the Record Date, their authorized representatives, and guests of the Company.

If your shares of Common Stock are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), as of the Record Date, you may vote:

If your shares are held by a bank, broker or other nominee, you are a beneficial owner of those shares rather than a shareholder of record. If you are a beneficial owner, your bank, broker or other nominee will forward you the Notice of Internet Availability or a complete set of the proxy materials, together with a voting instruction form. As a beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following the voting instructions provided by your bank, broker or other nominee. Please refer to the proxy materials forwarded by your bank, broker or other nominee for instructions regarding the methods available to vote your shares (Internet, telephone or mail). Please note that if your shares of Common Stock are held by a bank, broker or other nominee and you wish to vote in person virtually at the Annual Meeting, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares giving you the right to vote in person virtually at the Annual Meeting.

Except as noted below, if you are a holder of record, you may use the Internet or any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on Thursday, March 15, 2018 or, if you received a printed set of the proxy materials, you may vote by mail by completing, signing, dating and returning the proxy card enclosed with the proxy materials you received before the polls close at the Annual Meeting. If you are a shareholder of record, your proxy, whether submitted by telephone, via the Internet or by mail, may nevertheless be changed or revoked at any time prior to the voting thereof at the Annual Meeting at your discretion either by (i) sending to the Company’s Secretary a written notice of revocation, (ii) by voting the shares covered thereby in person virtually at the Annual Meeting in accordance with the instructions set forth above, on your Proxy Card and/or Voting Authorization Form and subsequent instructions that will be delivered to you via email or (iii) by submitting another proxy dated subsequent to the date of the initial proxy. Please note that virtual attendance at the Annual Meeting will not by itself constitute revocation of a proxy. If you are a beneficial owner, please refer to the voting instructions provided by the bank, broker or other nominee that holds your shares for information about the deadline for voting and instructions on how to change or revoke any previously submitted voting instructions.

The vote required for approval of each of the proposals before the shareholders at the Annual Meeting is as follows (and as summarized in the table below):

For Proposal I — Election of Directors, the nomineenominees for director will be elected by a plurality of the votes cast in person or by proxy at the Annual Meeting. Each shareholder may vote the number of shares of Common Stock held as of the Record Date by that shareholder for the nomineenominees or may withhold voting such shares from the nominee.nominees. The nomineefive nominees who receivesreceive the most votes that are properly cast at the Annual Meeting will be elected to the Board of Directors.

For each of Proposal II — Ratification of the Appointment of Independent Registered Public Accounting Firm, Proposal VIIII — Approval of the Extension of the Tax Benefits PreservationAmended and Restated EMCORE Corporation 2019 Equity Incentive Plan and Proposal VIIIV — Advisory Vote on Executive Compensation, an affirmative vote of a majority of the votes cast and entitled to vote on such proposal at the Annual Meeting is required to approve each such proposal. Each shareholder may vote for, vote against or abstain from voting on each of these proposals. For each of Proposal III – Approval of an Amendment to the Certificate of Incorporation to declassify the Company’s Board of Directors, Proposal IV – Approval of an Amendment to the Certificate of Incorporation to change the required number of members of the Company’s Board of Directors from a minimum of six and a maximum of twelve to a minimum of five and a maximum of nine, and Proposal V – Approval of an Amendment to the Certificate of Incorporation to eliminate the supermajority voting requirements applicable to certain provisions of the Certificate of Incorporation, an affirmative vote of holders of at least 80% of the outstanding shares of Common Stock entitled to vote at the Annual Meeting is required to approve the applicable proposal.  Each shareholder may vote for, vote against or abstain from voting on each of these proposals.

A broker non-vote occurs when a broker, who has not received voting instructions from the beneficial owner of the shares, does not vote on a non-routine proposal because the broker does not have discretionary authority to

Please note that the proposals regarding the ratification of the appointment of our independent registered public accounting firm and approval of executive compensation are advisory only and will not be binding on the Company or the Board. The results of the votes on those advisory proposals will be taken into consideration by the Company, the Board or the appropriate committee of the Board, as applicable, when making future decisions regarding these matters.

INFORMATION CONCERNING THE PROXY SOLICITATION

The cost of preparing and making available this Proxy Statement, the Notice of Annual Meeting of Shareholders, and the proxy is borne by the Company. In addition to the use of the Internet, employees of the Company may solicit proxies personally and by telephone. The Company’s employees will receive no compensation for soliciting proxies other than their regular salaries. Solicitation of proxies may be made by additional mailings, electronic mail, telephone or in person by directors, officers or regular employees of the Company. The Company may request banks, brokers and other custodians, nominees, and fiduciaries to forward copies of the proxy material to their principals and to request authority for the execution of proxies. The Company will reimburse such persons for their expenses in so doing. We have also retained Alliance Advisors LLC to assist in the solicitation of proxies and related services, for a fee estimated to be approximately $13,000$9,000 plus an amount to cover expenses. In addition, we have agreed to indemnify Alliance Advisors LLC against certain liabilities arising out of or in connection with thetheir engagement.

PROPOSAL I:

ELECTION OF DIRECTORS

Prior to the Company’s 2018 annual meeting of shareholders held on March 16, 2018, the EMCORE Corporation Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), divided the Company’s Board of Directors is currently divided into three classes, as set forth inand directors elected at or prior to the table below. The directors in each classCompany’s 2018 annual meeting of shareholders were elected to hold office for staggered terms of three years. At the Company’s 2018 annual meeting of shareholders, the shareholders of the Company approved an amendment to the Certificate of Incorporation, which was subsequently accepted by the Treasurer of the State of New Jersey effective March 19, 2018, that provided that commencing with the 2019 Annual Meeting of Shareholders, the directors elected at an annual meeting of shareholders to succeed those whose terms then expire shall hold office until the next succeeding annual meeting of shareholders and until such directors’ successors are elected and qualified. In connection with such amendment to the Certificate of Incorporation, the Board approved a corresponding change to Article IV.1.b of our By-Laws, as amended, to declassify the Board, effective March 19, 2018. As a result, beginning with the 2019 Annual Meeting of Shareholders and continuing at each annual meeting of shareholders of the Company thereafter, each director up for election has been or will be nominated to serve as director for a one-year term and until such director’s successor is elected and qualified. The Class C Director,Board will be completely declassified and all directors will be elected annually beginning with the Annual Meeting.

Each of the incumbent directors on the Board standing for re-election, Mr. Stephen L. Domenik, isMr. Bruce E. Grooms, Ms. Noel Heiks, Mr. Rex S. Jackson and Mr. Jeffrey Rittichier, are being nominated for election to the Board for a three-yearone-year term (expiring in 2021)2022) and until his or her respective successor is duly qualified and elected. elected or until his death, retirement, resignation or removal. Any director elected to fill a vacancy of the Board will be elected to serve until the next annual meeting of shareholders. Mr. Stephen L. Domenik, isMr. Bruce E. Grooms, Ms. Noel Heiks, Mr. Rex S. Jackson and Mr. Jeffrey Rittichier are each a current director and hashave each consented to serve as a director if elected.  Because only one Class C director nominee is being nominated by the Board, leaving a vacancy, shareholders may vote for only one director nominee.

The following table sets forth certain information regarding each of the director nominees and the other members of the Board of Directors continuing in office after the Annual Meeting:

If any of the election of the Class C director nominee to the Board of Directors. If the director nomineenominees shall become unable or unwilling for good cause to serve as director if elected, the proxies will be voted for the election of such other person as the Board of Directors may select to fill the vacancy or if none is selected, it will result infor the balance of the nominees, leaving a vacancy on the Board of Directors.vacancy. The Board of Directors has no reason to believe that the director nomineenominees for election at the Annual Meeting will be unwilling or unable to serve if elected as a director.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information with respect to members of the Company’s Board of Directors, including the nomineenominees for election to the Board at the Annual Meeting, and the other executive officers of the Company. Ages are listed as of the Record Date. There are no family relationships among any of our directors or executive officers.

STEPHEN L. DOMENIK, 66,69, has served as a director of the Company since December 2013.2013 and as Chairman of the Board since March 2020. Since 1995, he has been a General Partner with Sevin Rosen Funds, a venture capital firm, where he led numerous investments in private companies. Since December 2019, Mr. Domenik has served on the Board of Directors of Pre-Switch, Inc., a power architecture company that develops embedded artificial intelligence technology, and since March 2020, Mr. Domenik has served on the Board of Directors of Immersion Corporation (Nasdaq: IMMR), a developer and licensor of touch feedback technology, also known as haptic technology. Mr. Domenik served as interim Chief Executive Officer of Pixelworks, Inc. (Nasdaq: PXLW), a semiconductor company, from February to April 2016 and as a member of its board of directors from August 2010 to November 2016. Mr. Domenik has also served on the board of directors of MoSys, Inc., a publicly-traded IP-rich fabless semiconductor company, since June 2012.  In addition, Mr. Domenik is currently Chairman of the Board of a private company. Mr. Domenik previously served on the Boards of Directors of MoSys, Inc. (Nasdaq: MOSY), a publicly-traded IP-rich fabless semiconductor company, from June 2012 until August 2018, Radisys Corporation, a publicly-traded provider of technology for mobile networks, from February 2018 until December 2018, Meru Networks, Inc., a publicly-traded technology company, from January 2014 until it was acquired by Fortinet, Inc. in July 2015;2015, NetLogic Microsystems, Inc., a publicly-traded fabless semiconductor company, from January 2001 until it was acquired by Broadcom Corporation in February 2012;2012, and PLX Technology, Inc., a publicly-traded semiconductor company, from December 2013 until it was acquired by Avago Technologies in August 2014. He holds a B.S. in Physics and an M.S.E.E. from the University of California at Berkeley. Mr. Domenik’s expertise in corporate investments and strategic planning in the semiconductor industry, together with his experience serving as director of several other public and private companies, were the primary qualifications that the Board considered in concluding that he should serve as a director of our Company.

BRUCE E. GROOMS, 62, has served as a director of the Company since December 2013.  Dr. FineJune 2019. Mr. Grooms has beenextensive senior management and executive experience in both the private sector and the U.S. Navy. From 2015 until June 1, 2019, Mr. Grooms served as Technologies Corporation’s (“Raytheon”) Vice President of U.S. Business Development Navy and Marine Corps Programs, where he was responsible for identifying and pursuing U.S. Navy and Marine Corps business growth opportunities for Raytheon and was one of its primary contacts with Navy customers, pursuing opportunities in the evolving cyber area, undersea growth and next-generation strike weapons. Prior to joining Raytheon, Mr. Grooms served in the U.S. Navy, retiring as a ProfessorVice Admiral following a 35-year U.S. Navy career. Mr. Grooms’ U.S. Navy service included the positions of Practice and DirectorDeputy Chief of Staff for Capability Development at the Engineering Product Innovation CenterNATO Allied Command Transformation, Joint Staff Director and Assistant Deputy for Operations, Plans and Strategy for the Chief of Boston University since 2012. From 2008 to 2011, Dr. Fine was PresidentNaval Operations’ staff, and CEODeputy Director and subsequently Director of Schott North America and led operations of all Schott AG businesses in North America, including solar, pharmaceutical packaging, electronic packaging, and lighting and imaging and advanced materials. Dr. Finethe Submarine Warfare Division. He also served as Executive Vice President, Photonic TechnologiesSenior Inspector for Corning Incorporated. He previously served on the Nuclear Propulsion Examining Board, Senior Military Assistant to the Under Secretary of DirectorsDefense for Policy, and Company Officer and Commandment of several private companies, including CyOptics, Inc., a semiconductor laser manufacturer for telecom applications, Crystal IS, Inc., a UV LED substrate manufacturer, Kotura, Inc., a provider of silicon components for datacom and telecom, and Pixtronix, Inc., a provider of low-cost displays for portable devices. Dr. FineMidshipmen at the U.S. Naval Academy. Mr. Grooms holds a B.A.B.S.

REX S. JACKSON, 57,60, has served as a director of the Company since December 2015. Since October 2016,May 2018, Mr. Jackson has served as Chief Financial Officer (“CFO”) of Chargepoint Inc., a privately-held provider of charging solutions for electric vehicles. Mr. Jackson previously served as CFO of Gigamon Inc., a developer of network and security visibility solutions.  In addition, Mr. Jackson has served on the board of directors of Energous Corporation, a company that develops wireless charging technology, since March 2014.  Mr. Jackson previously servedsolutions, from October 2016 until April 2018, as CFO of Rocket Fuel Inc. (Nasdaq: FUEL), an advertising technology company, from March 2016 to October 2016.2016, and on the board of directors of Energous Corporation, a company that develops wireless charging technology, from March 2014 until August 2019. Prior to Rocket Fuel,those roles, Mr. Jackson served as CFO of JDS Uniphase Corporation (Nasdaq:JDSU), a provider of network and service enablement solutions and optical products for telecommunications service providers, cable operators, and network equipment manufacturers, from January 2013 through September 2015, andwhere he drove the separation of JDSU into two independent public companies in August 2015. Mr. Jackson joined JDSU in January 2011 as senior vice president, Business Services, with responsibility for corporate development, legal, corporate marketing and information technology. Prior to JDSU, Mr. Jackson served as CFO of Symyx Technologies, Inc. (Nasdaq: SMMX) from 2007 to 2010, where he led the company'scompany’s acquisition of MDL Information Systems and subsequent merger of equals with another public company. Mr. Jackson also previously served as acting CFO at Synopsys, Inc. and held executive positions with Avago Technologies Limited (now Broadcom Inc.), AdForce, Inc. and Read-Rite.Read-Rite Corp. Mr. Jackson holds a B.A. degree from Duke University and earned his J.D. from Stanford University Law School. Mr. Jackson'sJackson’s accounting and financial expertise, general business acumen, extensive knowledge of the fiber optics industry and significant executive leadership experience were the primary qualifications that the Board considered in concluding that he should serve as a director of our Company.

JEFFREY RITTICHIER, 58,61, joined the Company as its Chief Executive Officer onin January 3, 2015 and was appointed to the Board effective January 5, 2015. He has worked in the semiconductor industry for over 20 years, including almostover ten years in the optical communications industry. Most recently, Mr. Rittichier held the positions of President and Chief Executive Officer at Nanostatics Corporation, a producer of nanofiber technology, from April 2009 to December 2014. Prior to that, from November 2007 to April 2009, he served as President and Chief Operating Officer of the electrical testing company Epik Energy Solutions, L.L.C., a joint venture of Royal Dutch Shell and of NanoDynamics, Inc., focused on commercializing nanotechnology for the energy and petroleum industries. He has also served as Chief Executive Officer of Xponent Photonics, Inc., a manufacturer

TOM MINICHIELLO, 61, joined the Company in June 2016 as its Chief Financial Officer.  Mr. Kim previously served as Chief Financial Officer of Merex Group, a provider of comprehensive support for U.S. manufactured legacy defense aircraft, helicopters, and their respective engines from February 2015in August 2019. Prior to June 2016. From March 2010 to February 2015, he served astaking this position, Mr. Minichiello was Senior Vice President, and Chief Financial Officer, Treasurer, and Secretary of Aerovironment,Westell Technologies Inc., a technology solutionssupplier of communication network infrastructure and remote monitoring solutions. Previously, he was at Tellabs Inc., an optical networking equipment provider, that designs, develops, produces and supports an advanced portfolio of unmanned aircraft systems and electric transportation solutions. Prior to assuming this role, Mr. Kim served as Interimwhere his positions included interim Chief Financial Officer, of Aerovironment, Inc. after joining the company as Vice President of Finance and ControllerChief Accounting Officer, Vice President of Financial Operations, and Vice President of Finance for North America. Prior to Tellabs, Mr. Minichiello served in June 2009.various leadership roles at Andrew Corporation (now CommScope Inc.), Phelps Dodge, Otis Elevator Company, and United Technologies Corporation. He began his career in the finance organization at Sterling Drug, Inc.. Mr. Kim previously served with Raytheon Company, a defense contractor, for more than eight years, most recently as Chief Financial Officer of Raytheon Vision Systems.  HeMinichiello holds a B.S.Master of Business Administration in Electrical EngineeringEntrepreneurship and Operations Management from DePaul University, a Master of Science in Accounting from the University of California at Berkeley, an M.S.Hartford, and a Bachelor of Arts in Electrical EngineeringEconomics from theVillanova University, of California at Los Angeles, and an MBA from Columbia Business School.

ALBERT LU, 41,44, was appointed the Company’s Senior Vice President of Engineering in March 2017, where he is focused on revamping EMCORE’s manufacturing systems through use of automation and data analytics. Since 2005, Mr. Lu has defined and implemented EMCORE’s China strategy, building the China organization from its nascent stages as a design center, to its current state as EMCORE’s keyan EMCORE manufacturing center. Mr. Lu was appointed General Manager of EMCORE China in 2011 and served in this capacity until June 2015, when he was appointed as VP, ManafacuturingManufacturing Engineering, for which he served until his appointment as SVP, Engineering in March 2017. From 1999 through 2005, Mr. Lu served as a customer-focused Design Engineer at EMCORE, driving development of a variety of mixed-signal optical communication products. Mr. Lu received both his Bachelor of Science and Master of Science degrees in Electrical Engineering from the Massachusetts Institute of Technology and is an alumnus of the Stanford Executive Program.

IAIN BLACK, 56, was appointed to serve as the Company’s Senior Vice President, Operations, effective April 2018. From May 2017 until April 2018, Mr. Black served as the Company’s Vice President, of Sales in May 2015, rejoining EMCORE after previously servingWafer Fab Operations. From September 2014 to April 2017, he served as Senior Director of Global Sales for EMCORE Broadband from 1986 to 1989 and from 2001 to 2009. Mr. Wojciechowski isOperations of Lumileds (formerly known as Philips Lumileds Lighting Company LLC), a 20-year sales veteran in the optical communications, semiconductor, and solar power industries with an established track record in sales strategy, business development and management of direct sales and customer service functions in the U.S., Canada and internationally including distributors and channel partners.leading LED manufacturer (“Lumileds”). Prior to rejoining EMCORE, Mr. Wojciechowskiassuming this role, he served as General Manager of U.S. Operations and Vice President of Global and America Sales for Maxwell TechnologiesWorldwide Manufacturing Engineering of Lumileds from February 2014 until May 2015, as Vice President for Renewable Energy Sales, North America for Power One, Inc. from October 2011 until January2010 to September 2014 and Vice President, San Jose Manufacturing of Sales for SMA Solar Technology AmericaLumileds from April 2009 until September 2011.2008 to 2010. Prior to his service at Lumileds, Mr. Wojciechowski received his BachelorBlack managed Wafer Fab Engineering and Operations at Anadigics, Inc., a worldwide provider of Science degreesemiconductor solutions to the broadband wireless and wireline communications markets from 2000 to 2008. Mr. Black has a BSc in ChemicalElectrical & Electronic Engineering from Clarkson University, his Bachelor of Chemistry from the State University of New York, Potsdam, and has an MBA from the Columbia Business School.Dundee in Scotland.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Board of Directors

The Board of Directors oversees the Company’s business and affairs pursuant to the New Jersey Business Corporation Act and the Company’s Certificate of Incorporation and By-Laws, as amended. The Board of Directors is the ultimate decision-making body of the Company, except on matters reserved for the shareholders.

Board Leadership Structure

The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman of the Board and Chief Executive Officer of the Company in any way that is in the best interests of the Company and the shareholders at a given point in time. The Board believes that the decision as to who should serve as Chairman of the Board and Chief Executive Officer, and whether these offices should be combined or separate, should be assessed periodically by the Board, and that the Board should not be constrained by a rigid policy mandating that such positions be separate. The Company currently separates the roles of Chief Executive Officer and Chairman of the Board, and Dr. Fine,Board. Mr. Domenik, an independent director, currently serves as Chairman of the Board.

The Board recognizes that the roles of Chief Executive Officer and Chairman of the Board are distinct. While the Chief Executive Officer is responsible for setting the strategic direction for the Company and for the day-to-day leadership and performance of the Company, the Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for, and presides over, meetings of the Board of Directors. The Board believes that participation of the Chief Executive Officer as a director, while keeping the roles of Chief Executive Officer and Chairman of the Board distinct, provides the proper balance between independence and management participation at this time. By having a separate Chairman of the Board, the Company maintains an independent perspective on the Company’s business affairs, and at the same time, through the Chief Executive Officer’s participation as a director, the Board receives valuable experience regarding the Company’s business and maintains a strong link between management and the Board, which promotes clear communication, enhances strategic planning, and improves implementation of corporate strategies.

The independent directors who chair the Company’s Audit, Compensation, Nominating and Corporate Governance, and Strategy and Alternatives Committees also provide leadership to the Board in their assigned areas of responsibility. The Board believes that the independent governance of the Board is safeguarded through:

Corporate Governance Guidelines

The Company’s Corporate Governance Guidelines, together with itsthe Company’s Certificate of Incorporation, By-Laws, as amended, and the charters of the Board’s committees, provide the framework for the governance of the Company. The Corporate Governance Guidelines address, among other things, Board composition and operations, expectations of directors, succession planning, and communications to the Board. In September 2016, in connection with its annual review of the Company’s Corporate Governance Guidelines, the Board, following the recommendation of the Nominating and Corporate Governance Committee, approved several updates to memorialize its governance policies, including:

The Board of Directors has delegated to the Audit Committee the responsibility for reviewing, approving and, where applicable, ratifying material related person transactions involving the Company’s directors or executive officers or their respective immediate family members or affiliated entities. If a member of the Audit Committee has an interest in a related person transaction, then he or she will not participate in the review process.

In considering the appropriate action to be taken regarding a related person transaction, the Audit Committee or the Board (as the case may be) will consider the best interests of the Company, whether the transaction is fair to the Company and serves a compelling business reason, and any other factors that it deems relevant. As a condition to approving or ratifying any related person transaction, the Audit Committee may impose whatever conditions and standards it deems appropriate, including periodic monitoring of ongoing transactions.

The Company’s Code of Business Conduct and Ethics also includes the Company’s Conflicts of Interest Policy, among other policies. The Conflicts of Interest Policy provides, among other things, that conflicts of interest exist where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. The Code of Business Conduct and Ethics also provides restrictions on outside directorships, business interests and employment, and receipt of gifts and entertainment and requires that all material violations of the Company’s Code of Business Conduct and Ethics or matters involving financial or legal misconduct be reported to the Company’s Audit Committee on at least a quarterly basis, or more frequently depending upon the level of severity of the violation.

Directors and executive officers are also required to disclose potential and existing related person transactions on a quarterly basis and in Directors and Officers Questionnaires completed annually.

There are no related person transactions or conflicts of interest that have occurred since October 1, 2016.

Director Independence

The Board of Directors reviews the independence, and any possible conflicts of interest, of directors and director nominees at least annually. The Board of Directors has affirmatively determined that Messrs. Coringrato, Domenik, FineGrooms and Jackson and Ms. Heiks are independent under the listing standards applicable to the Company pursuant to the Nasdaq rules, comprising a supermajority (80%) of the Board. Mr. Rittichier, as the Company’s Chief Executive Officer, is not independent under the Nasdaq rules. In addition, the Board of Directors previously determined that Robert Bogomolny, who served as a director until March 17, 2017, was also independent under the Nasdaq rules during his service on the Board of Directors.

In addition to the Nasdaq listing standard rules, the Company’s By-Laws require that a majority of the Board be independent pursuant to certain additional criteria that, in many cases, are not included within the requirements of the Nasdaq rules. For example, a director is not considered independent for purposes of the By-Laws if, in the past three years, hethe director or any of his or her family members: (i) has received any remuneration as an advisor, consultant or legal advisor to the Company or any of its subsidiaries, affiliates, executive officers or to any other director of the Company; (ii) has an agreement with the Company or any of its subsidiaries or affiliates for personal services or has engaged in any transaction or business relationship with the Company or its subsidiaries or affiliates; or (iii) is affiliated with or employed by any present or former auditor for the Company. The Board of Directors has determined that each of Messrs. Coringrato, Domenik, Fine,Grooms and Jackson and Ms. Heiks are also independent directors within the meaning of the Company’s By-Laws. A copy of the Company’s By-Laws is posted in the Corporate Governance section on the Investors tab of the Company’s website (www.emcore.com).

In making its independence determination, the Board considers the responses of each director and executive officer to an annual Directors and Officers Questionnaire, in which request each director to answeranswers specific questions to facilitate an evaluation of the director’s independence and also requests each director and executive officer to disclose,discloses, among other things, information about the following: theirhis or her employment or other occupation; service on the boards or committees of other companies (both public and private); service as a director, trustee or executive officer in any charitable organizations; service of a family member as an officer in any company (public or private) or charitable organizations; relationships by blood, marriage or adoption among directors or executive officers of the Company; related person transactions with the Company; legal proceedings involving the Company; indebtedness to the Company; or prior arrangements and understandings with respect to the selection of directors or executive officers of the Company.

The Board of Directors’ Role in Risk Oversight

Risk is inherent in business. The Board of Directors recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities to the Company and its shareholders. While the Chief Executive Officer and other members of our senior leadership team are responsible for the day-to-day management of risk, the Board of Directors takes an active role in risk management and is responsible for (i) overseeing the Company’s aggregate risk profile, and (ii) assisting management in addressing specific risks, such as strategic and competitive risks, financial risks, brand and reputation risks, legal risks, regulatory risks, and operational risks.

The Board believes that its current leadership structure has facilitated its oversight of risk by combining independent leadership, through the separation of the roles of Chief Executive Officer and Chairman of the Board, independent Board committees, and majority independent Board composition. The Chairman of the Board, independent committee chairs and members, and other directors are also are experienced professionals or executives who can and do raise issues for Board consideration and review and who are not hesitantwilling to challenge management.management when necessary. The Board believes there has been a well-functioning and effective balance between the Chairman of the Board, non-management Board members, and the Chief Executive Officer, which enhances risk oversight.

The Board of Directors exercises its oversight responsibility for risk both directly and through its standing committees. Throughout the year, the Board and each committee spend a portion of their time reviewing and discussing specific risk topics. The full Board is kept informed of each committee’s risk oversight and related activities, and committee meeting minutes are available for review by all directors. Strategic, operational and competitive risks also are presented and discussed at the Board’s quarterly meetings, and more often as necessary. On at least an annual basis, the Board reviews our long-term strategic plans. In addition, at least quarterly, or more often as necessary, the Board receives a briefing on material legal and regulatory matters.

The Audit Committee is responsible for reviewing our major financial risk exposures, financial reporting, internal controls, credit and liquidity risk, compliance risk, key operational risks, related party transactions, and other potential conflicts of interest. The Audit Committee meets periodically in separate executive session with the Chief Financial Officer and the independent auditor, as well as with committee members only, to facilitate a full and candid discussion of risk and other issues.

The Compensation Committee is responsible for overseeing human capital and compensation risks, including evaluating and assessing risks arising from our compensation policies and practices for all employees and ensuring executive compensation is aligned with performance. The Compensation Committee also is charged with monitoring our incentive and equity-based compensation plans, including employee retirement and benefit plans. In addition, the Compensation Committee is responsible for overseeing risks associated with succession planning for the Board.

The Nominating and Corporate Governance Committee oversees risks related to our overall corporate governance, including Board and committee composition, Board size and structure, and director independence.

The Strategy and Alternatives Committee oversees risks related to the Company’s strategic opportunities and alternatives which may be relevant to the Company’s business.

In addition to the responsibilities undertaken by the committees discussed above, the Board committees may have oversight of specific risk areas consistent with the committees’ charters and responsibilities.

Board Meetings and Attendance

The Board of Directors held five (5)eight (8) regularly scheduled and special meetings during fiscal 2017.2020. During fiscal 2017,2020, all directors of the Company attended at least seventy-five percent (75%) of the aggregate meetings of the Board and committees on which they served during their tenure on the Board.

Board Committees

Audit Committee

The Company has 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”). Messrs. Coringrato,Mr. Domenik, Ms. Heiks and Mr. Jackson (chairman) currently serve as members of the Audit Committee. Each member of the Audit Committee is an independent director within the meaning of applicable Nasdaq and SEC rules. The Board of Directors has determined that Mr. Coringrato and Mr. Jackson are Audit Committeeis an audit committee financial expertsexpert within the meaning of SEC rules. The Audit Committee is responsible for, among other things: (i) reviewing the financial information that will be provided to the Company’s shareholders and overseeing the accounting and financial reporting processes of the Company performed by management, the audits of the financial statements of the Company and the Company’s systems of internal controls; (ii) the appointment, compensation, retention and oversight of the work of the Company’s independent registered public accounting firm, including reviewing its independence, qualifications and performance; (iii) overseeing the internal audit function of the Company; and (iv) reviewing compliance by the Company with legal and regulatory requirements. A copy of the Charter of the Audit Committee is posted in the Corporate Governance section on the Investors tab of the Company’s website (www.emcore.com). The Audit Committee met seven (7)eight (8) times during fiscal 2017.

Compensation Committee

The Compensation Committee evaluates the performance of the Chief Executive Officer and other executive officers and reviews and approves their compensation. Messrs. Domenik, Grooms and Jackson (chairman) currently serve as members of the Compensation Committee. The processes and procedures for the review and approval of executive compensation are described in the Compensation Discussion and Analysis section of this Proxy Statement. In addition, the Compensation Committee has responsibility for recommending to the Board the level and form of compensation and benefits for directors. It also administers the Company’s incentive compensation plans and is responsible for setting the compensation and benefits for the Company’s executives. Additionally, the Compensation Committee is responsible for executive officer development and retention and corporate succession plans for the Chief Executive Officer. A copy of the Charter of the Compensation Committee is posted in the Corporate Governance section on the Investors tab of the Company’s website (www.emcore.com). The Compensation Committee met six (6)four (4) times during fiscal 2017.

To the extent consistent with its obligations and responsibilities, the Compensation Committee may form subcommittees of one or more members of the Compensation Committee and delegate its authority to the subcommittees as it deems appropriate. The Compensation Committee has the authority to retain and terminate external advisors in connection with the discharge of its duties.

During fiscal 2017,2020, the Compensation Committee engaged Compensia, Inc. (“Compensia”), an independent compensation consultant,, to make recommendations regarding director compensation, provide recommendations regarding the structure of, and equity awards under, our new performance-based long-term equity award program,conduct a comprehensive review of the Company’s peer group of companies (the “Peer Group”), and conduct a comprehensive compensation survey of executive compensation utilizing the new Peer Group. For more information regarding the services provided by Compensia, see the “Compensation Discussion and Analysis — Role of Compensation Consultant” section of this Proxy Statement. The Compensation Committee has assessed the independence of Compensia and concluded that its engagement of Compensia does not raise any conflict of interest with the Company or any of its directors or executive officers.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies and recommends new members to the Company’s Board of Directors and has responsibility for certain corporate governance matters. Messrs. CoringratoMr. Domenik (chairman) and FineMr. Grooms currently serve as members of the Nominating and Corporate Governance Committee. A copy of the Charter of the Nominating and Corporate Governance Committee is posted in the Corporate Governance section on the Investors tab of the Company’s website (www.emcore.com). The Nominating and Corporate Governance Committee met three (3)four (4) times during fiscal 2017.

In performing its responsibilities relating to the identification and recommendation of new directors, the Nominating and Corporate Governance Committee has not established specific minimum age, education, experience or skill requirements for potential director nominees. When considering a potential director candidate, the Nominating and Corporate Governance Committee considers the candidate’s individual skills and knowledge, including experience in business, finance, or administration, familiarity with national and international business matters, and appreciation of the relationship of the Company’s business to changing needs in our society. The Nominating and Corporate Governance Committee also carefully considers any potential conflicts of interest. All nominees must possess demonstrated character, good judgment, integrity, relevant business, functional and industry experience, and a high degree of acumen. Although the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity in identifying nominees for director, the Nominating and Corporate Governance Committee recognizes the benefits associated with a diverse board and considers diversity as a factor when identifying and evaluating candidates for membership on our Board, including in connection with its efforts to seek additional female candidates and candidates from unrepresented communities that it believes have the requisite qualifications and experience to join the Board. The Nominating and Corporate Governance Committee utilizes a broad conception of diversity, including professional and educational background, prior experience on other boards of directors (both public and private), political and social perspectives as well as race, gender and national origin. Utilizing these factors, and the factors described above, the Nominating and Corporate Governance Committee makes recommendations, as it deems appropriate, regarding the composition and size of the Board. The priorities and emphasis of the Nominating and Corporate Governance Committee and of the Board may change from time to time to take into account changes in business and other trends and the portfolio of skills and experience of current and prospective Board members.

The Nominating and Corporate Governance Committee identifies potential candidates from a number of sources, including current members of the Board and, if the Nominating and Corporate Governance Committee so chooses, third party search firms. The Nominating and Corporate Governance Committee may also consider candidates proposed by management or by shareholders. After the Nominating and Corporate Governance Committee’s initial evaluation of a candidate, if that candidate is still of interest to the Nominating and Corporate Governance Committee, one or more designated members of the Board will interview the candidate. Additional interviews by other Board members and/or senior management may take place and other screening processes may be undertaken. The Nominating and Corporate Governance Committee will meet to finalize its recommended candidates, which will be submitted to the entire Board for consideration. All candidates who are recommended by the Nominating and Corporate Governance Committee and approved by the Board are then included as nominees in the first proxy statement following their appointment or nomination and for theeach year in which the Class for which they are nominated comes up for election thereafter.

The Nominating and Corporate Governance Committee will consider suggestions from shareholders regarding possible director candidates for election at future annual meetings of shareholders or in the event of a vacancy on the Board of Directors. The Nominating and Corporate Governance Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by other sources as described above. Such suggestions must contain (1) all information for each nominee required to be disclosed in a proxy statement for the election of directors pursuant to applicable rules of the SEC, (2) the name and address of the shareholder making the recommendation, the number of shares of Common Stock beneficially owned by the shareholder as of the date the shareholder gives notice and the length of ownership, (3) the name, age and address of the director candidate and a description of the director candidate’s business experience for at least the previous five years, (4) the number of shares of Common Stock beneficially owned by the director candidate, and (5) the written consent of the director candidate to serve as a director if elected. The Nominating and Corporate Governance Committee may require additional information as it deems reasonably necessary to determine the eligibility of the director candidate to serve as a member of our Board of Directors. To be considered for possible nomination by the Board at the next annual meeting of shareholders, such suggestions must be submitted to the Company’s Secretary no later than September 30 prior to the next annual meeting of shareholders.shareholders (i.e., September 30, 2021 for the Company’s 2022 annual meeting of shareholders). Shareholders who wish to nominate a person for election as a director at a meeting of shareholders (as opposed to making a recommendation to the Nominating and Corporate Governance Committee as described above) must deliver written notice to the Company’s Secretary in accordance with the procedures and timing set forth in the Company’s By-Laws, as discussed in the section of this Proxy Statement entitled “General Matters — Shareholder Proposals” below.

The Nominating and Corporate Governance Committee is also responsible for certain corporate governance matters, including:

Annual Board Evaluations

Pursuant to our Corporate Governance Guidelines and the charter of the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee oversees an annual evaluation of the performance of the Board and each committee of the Board. The evaluation process is facilitated by outside legal counsel and is designed to assess the overall effectiveness of the Board and its committees and to identify opportunities for improving Board and Board committee operations and procedures. The annual evaluations are generally conducted in the first quarter of each calendar year and the results of the annual evaluation are reviewed and discussed by the Board.

Management Succession Planning

The Compensation Committee is responsible for reviewing the Company’s succession plan for the Chief Executive Officer and general management. In performing these functions, the Compensation Committee, with the assistance of the Chief Executive Officer, periodically assesses senior managers and their succession potential.

Shareholder Communications with the Board

Shareholders may communicate with the Company’s Board of Directors through its Secretary by writing to the following address: Board of Directors, c/o The Secretary, EMCORE Corporation, 2015 W. Chestnut Street, Alhambra, CA, 91803. The Company’s Secretary will forward all correspondence to the Board of Directors, except for junk mail, mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate or redundant material. The Company’s Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within the Company for review and possible response. A Board member may request to see all shareholder communications at any time.

DIRECTOR COMPENSATION FOR FISCAL YEAR 20202017

The Company compensates each non-employee director for service on the Board of Directors. The following table presents director compensation information for fiscal 20172020 for the Company’s non-employee directors who served during any part of fiscal 2017.

With respect to the fees earned or paid in cash as reflected in the table above, fees were earned and paid on the following basis:

Since its adoption in March 17, 2017, the Board of Directors, on the recommendation of the Compensation Committee, approved a new compensation policy for the Company’s non-employee directors, the terms of which became effective as of such date (the “New Director Compensation Policy (the “Director Compensation Policy”).  The New Director Compensation Policy entitles each director to the samefollowing compensation for their service as a member of the Board asBoard:

Under the previously effective director compensation policy (the “Previous Director Compensation Policy”), as follows:

Cash retainers are paid quarterly in arrears. If a non-employee director serves in the corresponding position for only a portion of the year, the cash retainers will be pro-rated (with the proration based on the number of calendar days in the quarter that the director served as a non-employee director or held the particular position, as the case may be). Similarly, in the event a person joins the Board and serves as a non-employee director or Chairman for less than a full plan year, the equity compensation is prorated based on the number of calendar months the director served as a non-employee director or Chairperson during the plan year.

In accordance with the New Director Compensation Policy, on March 17, 2017,20, 2020, each non-employee director (other than Dr. Fine)Mr. Domenik) serving on the Board as of such date was granted 7,33036,986 restricted stock units (calculated by dividing (A)(a) the $54,000 equity award to which each director is entitled under the New Director Compensation Policy multiplied by 441/365 by (b) $8.90,$1.46, which was the closing share price of the Company’s Common Stock on March 17, 2017)20, 2020, rounded down to the nearest whole share) for services rendered from the period of January 1, 2017March 20, 2020 through March 17, 2018.18,

In December 2020, the Board approved the following changes to the Director Compensation Policy described above, in each case effective immediately prior to the Annual Meeting: (i) increase the annual cash retainer payable to each non-employee director from $37,000 to $50,000 per year; and (ii) in lieu of the Annual Equity Award and Annual Chairperson Equity Award referenced above, each non-employee director would be granted, once every three years, an equity award with a grant date fair value of $225,000 (or $352,500 in the case of the grant made to the Chairperson), with such award vesting as to 1/3 of the shares underlying the award on each of the first three anniversaries of the grant date (or, if the Company’s corresponding annual meeting of shareholders occurs prior to such vesting date, on the day prior to that annual meeting), subject to the non-employee director’s continued service on the Board through such vesting date. Unvested equity awards will also vest in full upon a director’s earlier termination of service due to death or disability or upon a change of control of the Company.

No director who is also an employee of the Company receives compensation for services rendered as a director.

Director Stock Ownership and Holding Requirements.

Our Board of Directors has adopted a stock ownership policy for directors and executive officers. We believe that this policy aligns the interests of our directors with those of our shareholders by requiring directors to have direct ownership in shares of our Common Stock. The policy requires each of our non-employee directors to own shares of our Common Stock having a value equal to at least three times the annual cash retainer they receive (excluding retainers for committee members and chairpersons). Each director is required to be in compliance with the required minimum ownership levels within the later of (i) October 1, 2021 (approximately five years after adoption of the policy, which occurred in fiscal 2016,policy) or (ii) five years from the date such person is appointed as a director, and is required to retain at least 50% of the net after-tax shares received in respect of equity awards until he or she is in compliance.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the material elements of the Company’s executive compensation program and analyzes the compensation decisions made for the executive officers included in the Summary Compensation Table (the “Named Executive Officers”) for the fiscal year ended September 30, 20172020 (“fiscal 2017”2020”).

Our Named Executive Officers for fiscal 20172020 were:

Jeffrey Rittichier — Chief Executive Officer (our “CEO”)

Tom Minichiello — Chief Financial Officer (our “CFO”)

Albert Lu — SVP, Engineering

Because only four individuals servedwe qualify as our executive officers at any time during fiscal 2017,a “smaller reporting company”, we have only fourthree Named Executive Officers for fiscal 2017.

Overview

Our significant transformation that began in customer orders.  As set forth below, our income from continuing operations increased 216.5% from the fiscal year ended September 30, 20162019 (“fiscal 2016”2019”) continued throughout fiscal 2020. Five years ago, the Company’s Broadband product line represented over 90% of our total revenue and carried 90% of our assets and costs. Due to risks related to this revenue concentration, including uncertainties concerning changing technology adoption in the Cable TV (“CATV”) market, we initiated efforts to diversify our revenue stream. These efforts accelerated during the fiscal year ended September 30, 2018 (“fiscal 2018”) and fiscal 2019 and continued through fiscal 2020. As a result of these efforts, the contribution of our CATV transmitters and components product lines to our total revenue declined to approximately 40.4% during fiscal 2020, while at the same time the contribution of our Aerospace and Defense business to our total revenue increased to 50.2% during fiscal 2020 and, for the first time, represented the majority of our revenue for a full fiscal year. To more appropriately align the Company’s cost structure, the Company initiated deep structural changes during fiscal 2019 to seek to eliminate approximately one-third of costs from the business while at the same time making capital, R&D and other investments in the Company’s Aerospace and Defense business to accelerate the growth of that product line. Several key actions that accelerated this transformation were the subject of significant activity throughout Fiscal 2020, including the execution in October 2019 of (i) an Asset Purchase Agreement (the “Purchase Agreement”) with Hytera Communications (Hong Kong) Company Limited, a limited liability company incorporated in Hong Kong (“Hytera HK”), and Shenzhen Hytera Communications Co., Ltd., a corporation formed under the laws of the P.R.C. (“Shenzhen Hytera”, and together with Hytera HK, the “Buyers”), pursuant to which the Buyers agreed to purchase certain of our non-GAAPCATV module and transmitter manufacturing equipment (the “Equipment”) located at the manufacturing facility of our wholly-owned subsidiary in China for an aggregate purchase price of approximately $5.54 million and (ii) a Manufacturing Agreement with the Buyers pursuant to which the Buyers agreed to manufacture certain CATV module and transmitter products for us from a manufacturing facility located in Thailand, which agreements collectively enable us to streamline operations and move to a variable cost model in our CATV product line. Notwithstanding delays resulting from the COVID-19 pandemic, during fiscal 2020, we completed approximately $2.9 million of such Equipment sales and began to purchase CATV module and transmitter products manufactured at the Thailand manufacturing facility from the Buyers.

As a result of these and other actions, in the quarter ended September 30, 2020 we achieved net income increased 176.5% fromon a GAAP basis of $0.7 million, our first quarter of positive net income on a GAAP basis since the quarter ended September 30, 2017, on consolidated revenue of $33.5 million, which was our highest quarterly consolidated revenue figure since the quarter ended December 31, 2014. We believe the actions initiated by the Company to transform our business that continued in fiscal 2016.

Highlights of our executive compensation program include:

Pursuant to its charter, the Compensation Committee has the authority to determine the amount of compensation given to each of the Named Executive Officers. The Compensation Committee approves the structure of our executive compensation program, and is responsible for administering our equity compensation plans, including approving grants of awards under the plans. In performing its duties, the Compensation Committee is authorized to consider the recommendations of our Chief Executive Officer when determining the compensation of the other Named Executive Officers.

The elements of our executive compensation program and the compensation amounts payable thereunder to each Named Executive Officer were approved by the Compensation Committee. All Compensation Committee members are independent under applicable Nasdaq rules, and, except for recommendations made by Mr. Rittichier with respect to the compensation of the other Named Executive Officers (other than himself), no Named Executive Officers had any role in determining the compensation of the Named Executive Officers.

Pursuant to its charter, the Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. InSince fiscal 2016, the Compensation Committee has retained Compensia, a national compensation consulting firm, to advise it regarding the amount and types of compensation that we provide to our Named Executive Officers and how our compensation practices compared to the compensation practices of other companies. In particular, Compensia provided advice to the Compensation Committee and helped it develop the structure of our performance-based long-term equity award program, that we implemented in fiscal 2017, provided recommendations on the compensation package for our Chief Financial Officer, helped us develop an updated peer group of companies for fiscal 20172020 compensation decisions, and performed a comprehensive compensation survey

The Compensation Committee regularly reviews the services provided by Compensia and performs an assessment at least annually on the independence of Compensia to determine whether the compensation consultant is independent. The Compensation Committee determined that Compensia is independent in providing the Compensation Committee with executive compensation consulting services and that Compensia’s work for the Committee did not raise any conflicts of interest, consistent with SEC rules and Nasdaq listing standards. In making this determination, the Compensation Committee reviewed information provided by Compensia on the following factors:

Based on this methodology, we implemented the following changes to our peer group in September 2016:

In September 2016,October 2019, in connection with compensation decisions related to fiscal 2020, Compensia reviewed the compensation levels for each of the Named Executive Officers, utilizing the Company’s new October 2019 peer group with respect to each of Mr. Rittichier and Mr. Kim, utilizing the Company’s September 2016 peer group.Minichiello, and a broad group of technology companies from Compensia’s database with respect to Mr. Lu. The analysis covered base salary, target bonus as a percent of salary, target total cash compensation, total long termlong-term incentive compensation value and target total direct compensation relative to each company in the September 2016October 2019 peer group.group (or the broad group of companies with respect to Mr. Lu).

Based on the October 2019 compensation review, the Compensation Committee believes that Mr. Rittichier’s, Mr. Minichiello’s and Mr. Lu’s base salary amounts were at approximately the 55th, 85th and 30th percentile levels, respectively, of the base salary amount paid by the members of our October 2019 peer group (or, with respect to Mr. Lu, the broad group of companies used by Compensia). Based on the October 2019 compensation review, the Compensation Committee believes that Mr. Rittichier’s, Mr. Minichiello’s and Mr. Lu’s target total annual cash compensation opportunities were at approximately the 50th, 80th and 30th percentile levels, respectively, of the target total annual cash compensation opportunities paid by the members of our October 2019 peer group to similarly situated executives (or, with respect to each of Mr. Lu, the broad group of companies

used by Compensia). As a result of these and other factors, the Compensation Committee made a determination in December 2019 to maintain Mr. Rittichier’s, Mr. Minichiello’s and Mr. Lu’s current base salary and target bonus opportunity at each of their current levels for our 2020 fiscal year.

In September 2017,October 2020, the Compensation Committee again engaged Compensia to conduct a comprehensive review of the Company’s peer group of companies, as well as a comprehensive compensation survey utilizing the new peer group for each of our Named Executive Officers. Our methodology for selecting our new 2020 peer group of companies, based on the recommendation of Compensia, was to again to (1) start with the September 2016our existing peer group, (2) screen out any companies that had been acquired, since September 2016, (3) perform a revenue screen of the September 2016existing peer group and other publicly traded communications equipmentElectronic Component and semiconductorAerospace & Defense companies, as these industries better reflect EMCORE’s anticipated future revenue streams, with revenues over the last four quarters that were approximately 0.5x to 2.5x3.0x the Company’s revenues over the same four quarters, (4) perform a market capitalization screen of the September 2016existing peer group and other publicly traded communications equipmentElectronic Component and semiconductorAerospace & Defense companies with 30-day average market capitalizations as of the beginning of September 20172020 that were approximately 0.25x to 4x the Company’s 30-day average market capitalization over the same period, and (5) review the peer group of companies used in the prior year by certain proxy advisory firms for potential inclusion as peer group companies if they satisfied the revenue and market capitalization screens described above.

Based on this methodology, we implemented the following changes to our peer group:

The purpose of the September 2016October 2019 and September 2017October 2020 compensation reviews was to provide the Compensation Committee with information on the compensation practices and program designs at peer companies. This information is used by the Compensation Committee to inform its decision making process with respect to the compensation amounts for the Named Executive Officers. However, the Compensation Committee does not rigidly adhere to a benchmarking strategy in setting compensation amounts for the Named Executive Officers. Instead, the peer group compensation information is used as one of the data points for the Compensation Committee to make subjective compensation decisions using its business judgment after considering a number of factors, including our objectives of attracting and motivating highly qualified executives, holding executives accountable and rewarding them for individual performance, and ensuring that compensation levels are externally competitive and internally equitable.

Based on the September 2016 compensation review, the Compensation Committee believed that Mr. Rittichier’s base salary and total targeted direct compensation (which includes base salary, target annual incentive bonus and grant date value of long-term incentive awards) for fiscal 2016 were both significantly below the 25^th percentile level of base salary and total targeted direct compensation paid by the members of our September 2016 peer group to similarly situated executives.  Based in part on the findings of Compensia regarding Mr. Rittichier’s compensation relative to his peers, along with an assessment of Mr. Rittichier’s significant efforts towards the Company’s improved operational and financial performance and to promote his continued retention, the Compensation Committee determined to increase Mr. Rittichier’s base salary effective in October 2016 and to increase the grant date value of his fiscal 2017 long-term equity award relative to the value of his equity award granted in fiscal 2016. However, in order to reinforce the performance-based nature of Mr. Rittichier’s long-term equity awards, the increased grant date value of his fiscal 2017 equity award was allocated solely to performance-based restricted stock units, resulting in approximately 59% of Mr. Rittichier’s fiscal 2017 award consisting of performance-based restricted stock units.

In an effort to further promote the retention of Messrs. Rittichier and Kim,Minichiello, the Compensation Committee previously approved an executive employment agreement with Mr. Rittichier in connection with his appointment as our Chief Executive Officer effective January 3, 2015 and approved an executive employment agreement with Mr. KimMinichiello in connection with his appointment as our Chief Financial Officer effective June 20, 2016.August 26, 2019. Each employment agreement provides that the respective officer’s employment is “at-will”“at-will” and may be terminated by Mr. Rittichier or Mr. Kim,Minichiello, as applicable, or by the Company at any time with or without cause, subject only to the severance obligations that are discussed in greater detail under the “Executive Compensation - Compensation—Potential Payments upon Termination or Change-in-Control” section of this Proxy Statement. Under the terms of each employment agreement, the initial base salary of each of Mr. Rittichier or Mr. KimMinichiello was established as described in more detail below. The base salary of each of Mr. Rittichier or Mr. KimMinichiello will continue to be determined annually by the Compensation Committee, which may, in its sole and absolute discretion, increase Mr. Rittichier’s or Mr. Kim’sMinichiello’s base salary, but may not decrease it below Mr. Rittichier’s or Mr. Kim’sMinichiello’s initial base salary without Mr. Rittichier’s or Mr. Kim’sMinichiello’s consent, as applicable. In addition, each of Mr. Rittichier and Mr. KimMinichiello are entitled to participate in any of the Company’s annual bonus or pay-for-performance plans, with Mr. Rittichier entitled to a target annual cash bonus of 80% of his base salary (which was increased to 90% of his base salary in connection with the Compensation Committee’s December 2020 compensation review) and Mr. KimMinichiello entitled to a target annual cash bonus of 50% of his base salary. Each of Mr. Rittichier or Mr. KimMinichiello will be eligible for equity awards under the Company’s equity award plans covering senior executives, in each case, as may be in effect from time to time and as approved by the Compensation Committee in its sole and absolute discretion. In the event a payment or benefit provided under the employment agreement would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such payment or benefit

Mr. Lu is anot party to any employment agreement with the Company.

Base salaries for the Named Executive Officers are determined based upon job responsibilities, level of experience, individual performance, and the peer group compensation information described above. No Named Executive Officers are entitled to any automatic base salary increases, and all base salary increases are determined by the Compensation Committee in its discretion. The Compensation Committee reviews any proposed salary increase for our Chief Executive Officer in executive session without Company management present.

No Named Executive Officer received any base salary increase for our 2020 fiscal year. As described above, in January 2015 and, in connection with his appointment,December 2020, the Compensation Committee established his annualagain reviewed each Named Executive Officer’s base salary level at $325,000.  As described above, as part of its September 2016 compensation review, the Compensation Committeeand determined to increase Mr. Rittichier’s base salary from $325,000$450,000 to $425,000, effective in October 2016 for fiscal 2017.  The Compensation Committee determined to make this increase based on an assessment of$475,000, Mr. Rittichier’s significant efforts towards the Company’s improved operational and financial performance and to promote Mr, Rittichier’s continued retention in light of the fact that Mr. Rittichier’s $325,000 fiscal 2016Minichiello’s base salary and fiscal 2016 total targeted direct compensation were significantly below the 25^th percentile level for similarly situated executives at our peer group of companies. The Compensation Committee reviewed Mr. Rittichier’s base salary in October 2017 and determined notfrom $350,000 to make any increases to Mr. Rittichier’s base salary for fiscal 2018.

In General. Typically, the Company establishes a cash incentive plan each fiscal year which provides the Company’s executive officers an opportunity to receive an annual cash payment in addition to their base salaries. The purpose of the cash incentive plan is to drive overall effectiveness and productivity by motivating the executives to achieve specified Company financial and, in some years, identifiable individual performance goals that support the Company’s strategic business objectives and goals of achieving increased profitability. By linking a significant portion of an executive’s annual cash compensation opportunity to the achievement of the Company’s strategic objectives, as well as the individual’s performance, the individual’s compensation is closely tied to the success of the Company. We believe that providing annual cash incentive opportunities is a key component of maintaining a competitive executive compensation program.

2020 Cash Bonus Plan Structure. On December 14, 2016, the Board, following the recommendation of21, 2019, the Company’s Compensation Committee approved the EMCORE Corporation Fiscal 20172020 Bonus Plan (the “2017“2020 Bonus Plan”). Under the 20172020 Bonus Plan, the Company’s Named Executive Officers (other than Mr. Wojciechowski) were eligible to receive cash bonus awards that are determined 100% based on the achievement of a specified financial performance goal, net cash balance as of September 30, 2020, for the Company as well as individual performance goals for each Named Executive Officer.  Mr. Wojchiechowski did not participate in the 2017 Bonus Plan because he is a participant in the Company’s sales commission plan pursuant to which he is eligible to receive quarterly commission bonuses that are payable upon the achievement of specified sales and bookings targets for each quarter.

The amount of cash bonus payable to each executive officerNamed Executive Officer under the 20172020 Bonus Plan based on non-GAAPthe Company’s net income performance maycash balance as of September 30, 2020 could range from 0% to 120% of the portion of the executive’s target bonus opportunity, that is tied to non-GAAP net income, as illustrated by the table below.

The maximum cash bonus payable to each executive officerNamed Executive Officer under the 20172020 Bonus Plan based on non-GAAP net income performance iscash balance as of September 30, 2020 was equal to 120% of the portion of the executive’s target bonus opportunity that is tied to non-GAAP net income.opportunity. The Compensation Committee determined to cap bonus payouts for outperformance at 120% of the target bonus amount to limit our executives’ maximum bonus potential.

The Compensation Committee established non-GAAPa net income targetscash balance target as the Company performance goal, because it believes thesethis financial performance metrics aremetric was the best indicatorsindicator of the Company’s performance eachfor the fiscal year.2020. For purposes of the 20172020 Bonus Plan, “non-GAAP net income”“net cash” means the Company’s net incomecash and cash equivalents at September 30, 2020 minus indebtedness for fiscal 2017,money borrowed at September 30, 2020, as determined under generally accepted accounting principles in the United States, adjusted to eliminate the impact of (1) discontinued operations, (2) litigation expenses associated with any material pending arbitration or litigation matters, (3) expenses incurred by or on behalf of the Strategy and Alternatives Committee of the Board of Directors, including in connection with proposed acquisitions or divestitures, (4) severance and restructuring charges and (5) stock-based compensation expense.

Under the 20172020 Bonus Plan, the aggregate target bonus opportunity for Mr. Rittichier was 80% of his annual base salary at the end of the fiscal year, the aggregate target bonus opportunity for Mr. KimMinichiello was 50% of his annual base salary at the end of the fiscal year and the aggregate target bonus opportunity for Mr. Lu was 25%40% of his annual base salary at the end of the fiscal year. Bonuses, if any, under the 20172020 Bonus Plan are payable in cash no later than March 15, 2018.

In December 2016,2019, the Compensation Committee established a non-GAAP net incomecash balance target for the 20172020 Bonus Plan of $9.6$17.5 million. This target represented an approximate 88% increase over ourThe Company’s actual non-GAAP net incomecash balance as of $5.1December 31, 2019 was $10.9 million, achieved for fiscal 2016, whichand therefore the Compensation Committee believes demonstratesbelieved that this target (approximately 61% above the rigor of thisthen-current net cash balance) was rigorous and required significant year-over-year improvement in order for the Named Executive Officers to achieve the targeted performance target.level. The Company’s actual non-GAAP net income for fiscal 2017cash balance as of September 30, 2020 was approximately $14.4$24.0 million, which represented a 182.4% increase in non-GAAP net income from fiscal 2016 and resulted in us achievingtherefore the Company achieved greater than 120% of the non-GAAP net incomecash balance target. Notwithstanding the foregoing, because certain non-executive officer employees of the Company eligible for quarterly cash bonus payments under the fiscal 2017 bonus plan did not receive a bonus for the fourth quarter of fiscal 2017 because the Company had not met its quarterly non-GAAP net income goal for that quarter, the Compensation Committee, in the exercise of its discretion and based on the recommendation of management, determined that the portion of each of Messrs. Rittichier’s, Kim’s and Lu’s bonus tied to the Company’s non-GAAP net income performance would be payable at an amount equal to 100% of the target amount rather thanEach Named Executive Officer received 120% of the target amount even though the Company met the non-GAAP net income goal established for the 2017 bonus plan at greater than 120% of the goal. Mr. Rittichier and the other members of management recommended this discretionary reduction to the executive bonus amounts because they did not believe it was equitable for the executives to receive maximum non-GAAP net income bonus payments for fiscal 2017 when less senior employees did not receive a non-GAAP net income bonus payment for the fourth quarter of fiscal 2017. The Compensation Committee believes the decision to exercise discretion to reduce the executive bonus payments reinforces its pay-for-performance philosophy and serves as an incentive for the executives to improve on our fourth quarter non-GAAP net income performance in fiscal 2018.

In General. The Company believes that stock-based incentives are an effective means for aligning the interests of our executives with the interests of our shareholders and that the long-term compensation of the Company’s Named Executive Officers should be linked to the value provided to our shareholders. In addition, we use stock-based compensation as a retention tool. Because the stock awards generally vest over a multi-year period, they provide our executives with an ongoing incentive to continue their employment with the Company and to maximize shareholder value. Long-term stock-based incentives granted to our executives for the last several years have been structured in the form of restricted stock unit awards. Restricted stock unit awards are designed to link executives’ interests with those of the Company’s shareholders because the value of the awards is based on the value of the Common Stock. In addition, they provide a long-term retention incentive throughout the vesting period because the restricted stock units generally have value regardless of stock price volatility.

In granting equity awards to our Named Executive Officers, other than Mr. Kim, the Compensation Committee used its judgment and discretion to determine the appropriate value of each award at the time it was granted, and reviewed each executive’s individual performance and the performance of the Company in the prior fiscal year, as well as the peer group compensation information described above. For the Named Executive Officers, other than Mr. Kim,  at least 50% of the target number of shares subject to the awards have consisted of performance-based restricted stock units that will vest based on our relative total shareholder return over a three-year performance periodperiod. However, in order to increase the performance-based nature of our fiscal 2020 equity awards and motivate the Named Executive Officers to increase our shareholder return, the Compensation Committee granted approximately 98.8% of the Named Executive Officers’ equity awards (and 100% of the awards for our CEO 59% of his fiscal 2017 award consistedand CFO) in the form of performance-based restricted stock units)units that vest based on our three year relative total shareholder return.

Fiscal 2020 Awards for Named Executive Officers.

Performance-Based Program Design. The performance-based restricted stock units will vest based on a combination of our relative total shareholder return over a three-year performance period and the executive’s continued employment. We chose relative total shareholder return as the applicable performance measure because (1) we believe it will incentivize the Named Executive Officers to focus on and grow our returns for shareholders, and (2) it is an objective and easily understandable performance metric that is different than the net cash-based performance measure used under the 2020 Bonus Plan and the earnings-based performance measure used under certain of our previous annual cash incentive program.

Relative total shareholder return is measured against the companies in the Russell Microcap Index, which is a capitalization-weighted index of 2,000 small cap and micro cap stocks. We chose to measure our performance against the Russell Microcap Index because we wanted to measure our performance against a broad index of relatively similarly sized companies in which investors may choose to invest and measure performance against, instead of measuring our performance against the much smaller group of compensation peers described above, substantially all of which are included in the Russell Microcap Index.

The performance-based restricted stock units that were granted by the Company to Mr. Rittichier and Mr. Kim in October 2016 were granted in three substantially equal tranches, each consisting of approximately one-third of the total target number of performance shares subject to the award.  The first tranche is eligible to vest based on our relative total shareholder return performance over the one-year period following the grant date, the second tranche is eligible to vest based on our relative total shareholder return performance over the two-year period following the grant date, and the third tranche is eligible to vest based on our relative total shareholder return performance over the three-year period following the grant date.  Any shares that do not vest at the end of the applicable performance period will be forfeited. Since the Company had not previously issued performance-based awards to its executive officers, it structured the initial grant in three tranches to serve as a bridge and tie executive compensation to the Company’s performance in each of the three fiscal years in the three-year performance period. The performance-based restricted stock units that were granted by the Company to Mr. Lu and Mr. WojciechowskiNamed Executive Officers in December 20162019 consisted of one tranche that is eligible to vest based on the Company’s relative total shareholder return performance for the three-year period following the grant date and will cliff vest at the end of

Our total shareholder return for the one-year period immediately following the granted date of the performance-based restricted stock units that were granted by the Company to our Named Executive Officers in December 2019 was 114.71% of the total shareholder return for the Russell Microcap Index, which would have resulted in a payout of 129.43% had the three-year performance period been a one-year performance period.

Time-Based Equity Awards for Named Executive Officers. Each ofAs described above, our Named Executive Officers, (otherother than Mr. Kim) also received aLu, did not receive any time-based restricted stock unit awardawards in fiscal 20172020, as the Compensation Committee determined to grant 100% of Mr. Rittichier’s and Mr. Minichiello’s equity based compensation for fiscal 2020 in the form of performance-based restricted stock unit awards rather than time-based restricted stock unit awards. As described above, Mr. Lu was granted an award of time-based restricted stock units convertible into 5,292 shares of the Company’s common stock in December 2019 that vestsvest 25% in each of four equal annual installments on the first four anniversaries of the grant date, subject to the Named Executive Officer’sMr. Lu’s continued employment with the Company through the applicable vesting date. No portion of these awards was immediately vested on the grant date.

Payouts of FirstThird Tranche of CEO and CFOOctober 2016 Performance Units. The performance period for the firstthird tranche of performance-based restricted stock units granted to Messrs.Mr. Rittichier and Kimin October 2016 ended after the end of our 2017 fiscal year on October 17, 2017.2019. We achieved a total shareholder return of 61.64%–(44.16)% for the firstthird performance period compared to a total shareholder return of 20.28%15.48% for the Russell Microcap Index for the firstthird performance period, yielding a total shareholder return ratio relative to the Russell Microcap Index of 134.39%48.35%. As a result of significantly outperformingunderperforming the Index during the performance period, 168.77%none of the target number of shares subject to the firstthird tranche of Messrs.Mr. Rittichier’s and Kim’s awardsOctober 2016 award became vested and payable. We believe this zero share payout is evidence of the performance contingent nature of our executive compensation program design at work—the executives were able to Mr. Rittichier did not earn an above-target award payout only because our total shareholder return outperformedsignificantly underperformed the Russell Microcap Index.

Payouts of December 2016 Performance Units. The performance period for the performance-based restricted stock units granted to Mr. Lu in December 2016 ended on December 14, 2019. We achieved a total shareholder

The Company’s benefits are an important tool in our ability to attract and retain outstanding employees throughout the Company. As a business matter, we weigh the benefits we need to offer to remain competitive and attract and retain talented employees against the cost of the benefits. Benefit levels are reviewed periodically to ensure they are cost-effective and competitive and support the overall needs of Company employees.

This section describes the benefits that the Company provides to key executives and notes those instances when benefits for the Named Executive Officers differ from the general plan. In some instances, we also describe the programs we offer across the Company as context to specific discussions about executive benefits.

Medical, Dental, and Vision Benefits

The Company offers a standard benefits package to all of its eligible employees, which includes medical, dental and vision coverage. The Named Executive Officers are also eligible to receive supplemental health benefit coverage that is not made available to other employees.

Company-Sponsored Retirement Plan

The EMCORE Corporation 401(k) Plan (the “401(k) Plan”) is a defined contribution plan that is designed to comply with the Employee Retirement Income Security Act of 1974, as well as federal and state legal requirements. The 401(k) Plan is designed to provide retirement benefits to eligible employees of the Company. Participants in the 401(k) Plan may elect to reduce compensation by a specific percentage, which is contributed to the participant’s 401(k) Plan account on a pre-tax basis as a salary deferral.

Employees, including the Company’s Named Executive Officers, may elect to contribute to the 401(k) Plan through salary reduction up to the yearly maximum tax-deductible deferral allowed pursuant to IRS regulations. A participant may elect to defer between 1-30%1-90% of his or her compensation per pay period. Each participant is able to direct his or her investment into any of the available investment options. Participants’ contributions are vested at 100%.

The Company may provide a discretionary match of a participant’s contribution to the 401(k) Plan. In fiscal 2019 and the portion of fiscal 2020 prior to January 1, 2020, this discretionary match consisted of 50% of the first 6% of a participant’s contribution to the 401(k) Plan and this matching contribution vestsvesting over a five year period, based on the participant’s continuing service during such period.

Employee Stock Purchase Plan

The Company offers all eligible employees, including the Company’s Named Executive Officers, the opportunity to acquire an ownership interest in the Company by purchasing shares of Common Stock through a tax-qualified employee stock purchase plan (“ESPP”). Under the ESPP, an eligible employee may withhold, through payroll deductions, up to 10% of his or her eligible earnings, up to certain maximums, to be used to purchase shares of Common Stock at certain plan-defined dates. The option price is set at 85% of the average of the high and low price for Common Stock on either the first or last day of the applicable offering period under the ESPP, whichever is lower.

Officer and Director Share Purchase Plan

In January 2011, the Compensation Committee of the Board of Directors approved an Officer and Director Share Purchase Plan (the “ODPP”), which allows executive officers and directors of the Company to purchase shares of Common Stock at fair market value in lieu of salary or, in the case of directors, director fees. Eligible individuals may voluntarily participate in the ODPP by authorizing payroll deductions or, in the case of directors, deductions from director fees for the purpose of purchasing shares of Common Stock. Elections to participate in the ODPP may only be made during open trading windows under the Company’s insider trading policy and when the participant does not otherwise possess material non-public information concerning the Company.

Messrs. Rittichier and KimMinichiello. In an effort to further promote the retention of the Company’s Named Executive Officers, the Company previously entered into an executive employment agreement with Mr. Rittichier in connection with his appointment as our Chief Executive Officer effective January 3, 2015, and approved an executive employment agreement with Mr. KimMinichiello in connection with his appointment as our Chief Financial Officer effective June 20, 2016.August 26, 2019. These agreements set forth each executive’s severance benefits for a qualifying termination by us without good “cause” or by the executive for “good reason” (as those terms are defined in each executive’s employment agreement). We do not believe that the Named Executive Officers should be entitled to receive their cash severance benefits merely because a change in control transaction occurs, and a change in control does not, in and of itself, entitle any Named Executive Officer to receive cash severance benefits (i.e., these severance benefits are “double-trigger” benefits).

In accordance with the terms of these agreements, Messrs. Rittichier and KimMinichiello are eligible to receive certain severance benefits for a qualifying termination of employment, including continued payment of base salary for a period of one year, payment of the executive’s target annual bonus for the year of termination over a period of one year, and payment of certain continuing health benefits for one year. Each executive’s cash severance benefits are based on a “1x” multiple, and the cash severance benefits will not increase if the qualifying termination occurs in connection with a change in control of the Company.

Under the terms of his employment agreement, Mr. Rittichier would be entitled to acceleration and immediate vesting of 50% of his outstanding equity awards in the event of a change in control of the Company and would be entitled to acceleration and immediate vesting of 50% of his outstanding equity awards (excepting those which were previously vested due to a change in control) which have not vested as of his termination date in the event he experiences a qualifying termination of employment within twelve months following a change in control. We

In the event a payment or benefit provided under these employment agreements would constitute a “parachute payment” within the meaning of Section 280G of the Code, then such payment or benefit will be limited as provided in the employment agreements. The employment agreements for Messrs. Rittichier and KimMinichiello do not provide for any tax “gross up” or similar payment for any excise taxes that may be triggered by the payment of any parachute payments.

In order to receive any severance benefits under their employment agreements, Messrs. Rittichier and KimMinichiello must execute a general release agreement releasing the Company from any liability or obligation to the executive, and comply with the restrictive covenants included in the employment agreements.

For more information regarding potential payments that may be made to Messrs. Rittichier and KimMinichiello upon a qualifying termination of employment or a change in control, see “Executive Compensation — Potential Payments upon Termination or Change-in-Control.”

During fiscal 2016, we adopted a compensation recoupment policy whereby in the event of a restatement of our financial statements to correct a material error, the Compensation Committee is required to review our incentive compensation awards and may, if it determines appropriate after considering all relevant facts and circumstances, require the reimbursement of the incremental incentive compensation that an executive officer received as a result of the incorrect financial results. Annual bonus payments, long-term cash incentives, stock options, restricted stock, restricted stock units (including performance stock units) and other equity incentive awards that are granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure are each subject to the terms of this clawback policy.

During fiscal 2016, we adopted a stock ownership policy. We believe that this policy aligns the interests of our executive officers with those of our shareholders by requiring executive officers to have direct ownership in shares of our Common Stock. The policy requires our Chief Executive Officer to own shares of our Common Stock having a value equal to at least three times his or her annual base salary and our other executive officers to own shares of our Common Stock having a value equal to at least one times his or her annual base salary. Shares subject to stock options and unvested stock unit awards are not considered owned by the executive for purposes of the policy. The executives covered by the policy are required to be in compliance with the ownership levels above within five years after the later of (i) adoption of the policy (October 1, 2021) or (ii) the date such person is appointed as an executive officer, and are required to retain at least 50% of the net after-tax shares received in respect of equity awards until they are in compliance.

The Company considers it improper and inappropriate for the Company’s directors, executive officers and other employees to engage in short-term or speculative transactions in the Company’s securities and other transactions

The table below sets forth certain information concerning the compensation paid to or earned by those persons who during fiscal 20172020 served as the Company’s (i) Chief Executive Officer, (ii) Chief Financial Officer, (iii)and our CFO and SVP, Engineering, and (iv) VP, Sales.  The Company did not have any other person who serves, or servedwere our two most highly compensated executive officers during fiscal 2017,2020 other than our Chief Executive Officer. Because we qualify as an executive officer of the Company.  Compensationa “smaller reporting company,” compensation information is provided for the fiscal years ended September 30, 2017, 20162020 and 2015,2019, except in cases where an individual was not a Named Executive Officer for the applicable year.