Atomera (ATOM) Proxy Filing summary

Voting matters and shareholder proposals

• Shareholders are asked to approve Amendment No. 1 to the 2023 Stock Incentive Plan, updating the number of shares reserved and outstanding under equity plans as of March 14, 2025.

• The supplement clarifies voting items but does not change the proposals to be acted upon at the Annual Meeting.

Board of directors and corporate governance

• As of March 14, 2025, there were 20 employees and four independent directors, all holding equity awards.

Executive compensation and say-on-pay

• Executive equity grants in February 2025 consisted of 50% time-based RSUs and 50% PSUs, with PSUs vesting based on relative TSR versus the Russell 2000 Index.

• If absolute TSR is negative, PSU payouts are capped at 100%.

• CEO's employment agreement was amended to require a double trigger for severance upon Change of Control, aligning with other executive agreements.