ADVANCED ENERGY INDUSTRIES INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures, which are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer (Stephen D. Kelley, President and Chief Executive Officer) and Principal Financial Officer (Paul Oldham, Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosures. As of the end of the period covered by this report, we conducted an evaluation, with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to the Exchange Act Rule 13a 15(b). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022. The conclusions of the Chief Executive Officer and Chief Financial Officer from this evaluation were communicated to the Audit and Finance Committee. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We intend to continue to review and document our disclosure controls and procedures, including our internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business. Management’s Annual Report on Internal Control over Financial Reporting It is management’s responsibility to establish and maintain effective internal control over our financial reporting, which is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management, and other personnel. Our internal control over financial reporting is designed to provide reasonable assurance concerning the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. In April 2022, we acquired SL Power. Refer to Note 2. Acquisitions in Part II, Item 8 “Financial Statements and Supplementary Data” for additional information. SL Power’s objectives regarding internal controls over financial reporting are consistent, in all material respects, with Advanced Energy’s objectives. We are in the process of completing a more comprehensive review of SL Power’s internal control over financial reporting and will be implementing changes to better align their reporting and controls with the rest of Advanced Energy. As a result of the timing of the acquisition, anticipated changes, and general guidance issued by the SEC regarding exclusion of certain acquired businesses, we excluded SL Power from Advanced Energy’s December 31, 2022 assessment of internal controls over financial reporting. SL Power accounted for approximately 2% of our total assets at December 31, 2022, and 3% of our total net sales for the year ended December 31, 2022. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022, using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022. 84 Table of Contents Ernst & Young LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in this Form 10-K, and as part of the audit, has issued an audit report, included herein, on the effectiveness of our internal control over financial reporting as of December 31, 2022. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on Controls and Procedures Management has concluded that our disclosure controls and procedures and internal control over financial reporting provide reasonable assurance that the objectives of our control system are met. We do not expect, however, that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all misstatements, errors, or fraud, if any. All control systems, no matter how well designed and implemented, have inherent limitations, and therefore no evaluation can provide absolute assurance that every misstatement, error, or instance of fraud, if any, or risk thereof, has been or will be prevented or detected. The occurrence of a misstatement, error, or fraud, if any, would not necessarily require a conclusion that our controls and procedures are not effective. ​ ITEM 9B. OTHER INFORMATION Not applicable. ​ ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. ​ PART III In accordance with General Instruction G (3) of Form 10-K, certain information required by this Part III is incorporated by reference to the definitive proxy statement relating to our 2023 annual meeting of stockholders (the “2023 Proxy Statement”), as set forth below. The 2023 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information set forth in the 2023 Proxy Statement under the headings “Management” and “Proposal No. 1 - Election of Directors” is incorporated herein by reference. We adopted a Code of Ethical Conduct that applies to all employees, including our Chief Executive Officer, Chief Financial Officer, and others performing similar functions. We posted a copy of the Code of Ethical Conduct on our website at www.advancedenergy.com, and such Code of Ethical Conduct is available, in print, without charge, to any stockholder who requests it from the Company’s Secretary. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Ethical Conduct by posting such information on our website at www.advancedenergy.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this report. ​ ITEM 11. EXECUTIVE COMPENSATION The information set forth in the 2023 Proxy Statement under the headings “Executive Compensation” is incorporated herein by reference. 85 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information set forth in the 2023 Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” is incorporated herein by reference. Securities Authorized for Issuance under Equity Compensation Plans The following table summarizes information about the equity incentive compensation plans as of December 31, 2022. All outstanding awards relate to our common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (A) ​ (B) ​ (C) ​ Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) ​ ​ (in thousands, except exercise price per share) ​ Equity compensation plans approved by security holders 151 ​ $ 55.48 ​ 2,094 (1) Equity compensation plans not approved by security holders ​ — ​ ​ — ​ ​ — ​ Total ​ 151 ​ $ 55.48 ​ ​ 2,094 ​ (1) This number includes 618 thousand shares available for future issuance under the Employee Stock Purchase Plan . ​ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information set forth in the 2023 Proxy Statement under the heading “Certain Relationships and Related Transactions” is incorporated herein by reference. ​ ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information set forth in the 2023 Proxy Statement under the caption “Proposal No. 2 - Ratification of the Appointment of Ernst & Young LLP as Advanced Energy’s Independent Registered Public Accounting Firm for 2023” is incorporated herein by reference. ​ PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (A) Documents filed as part of this annual report on Form 10-K are as follows: 1. Financial Statements: See Index to Financial Statements at Part II, Item 8 herein. 2. Financial Statement Schedules for the years ended December 31, 2022, 2021 and 2020 NOTE: All schedules have been omitted because they are either not applicable or the required information is included in the financial statements and notes thereto. 86 Table of Contents (B) Exhibits: ​ Exhibit ​ ​ ​ Incorporated by Reference Number Description Form File No. Exhibit Filing Date ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.1 ​ Stock Purchase Agreement by and among Advanced Energy Industries, Inc., Artesyn Embedded Technologies, Inc., Pontus Intermediate Holdings II, LLC and Pontus Holdings, LLC, dated May 14, 2019 ** ​ 8-K ​ 000-26966 ​ 2.1 ​ May 15, 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.2 ​ First Amendment to the Stock Purchase Agreement by and among Advanced Energy Industries, Inc., Artesyn Embedded Technologies, Inc., Pontus Intermediate Holdings II, LLC and Pontus Holdings, LLC, dated September 9, 2019 ** ​ 8-K ​ 000-26966 ​ 2.2 ​ September 10, 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.3 ​ Stock Purchase Agreement, dated April 1, 2022, by and among SL Power Electronics Corporation, SL Delaware Holdings, Inc., Steel Partners Holdings L.P., AEI US Subsidiary, LLC and Advanced Energy Industries, Inc. ** ​ 8-K ​ 000-26966 ​ 2.1 ​ April 4, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1 ​ Amended and Restated Certificate of Incorporation of Advanced Energy Industries, Inc. ​ 10-Q ​ 000-26966 ​ 3.1 ​ August 5, 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.2 ​ Second Amended and Restated By-Laws of Advanced Energy Industries, Inc. ​ 8-K ​ 000-26966 ​ 3.1 ​ May 20, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Form of Specimen Certificate for Common Stock ​ S-1 ​ 33-97188 ​ 4.1 ​ September 21, 1995 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.2 ​ Description of Advanced Energy Industries, Inc. Securities ​ 10-K ​ 000-26966 ​ 4.2 ​ March 2, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Lease dated January 16, 2003, by and between China Great Wall Computer Shenzhen Co., Ltd., Great Wall Limited and Advanced Energy Industries (Shenzhen) Co., Ltd., for a building located in Shenzhen, China ​ 10-K ​ 000-26966 ​ 10.18 ​ February 24, 2004 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Form of Director and Officer Indemnification Agreement ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3 ​ Form of Notice of Grant Stock Option under 2008 Omnibus Incentive Plan * ​ 8-K ​ 000-26966 ​ 10.3 ​ May 10, 2013 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4 ​ Form of Non-Qualified Stock Option Agreement under 2008 Omnibus Incentive Plan * ​ 8-K ​ 000-26966 ​ 10.5 ​ May 10, 2013 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5 ​ 2017 Omnibus Incentive Plan* ​ DEF 14A ​ 000-26966 ​ Appendix A ​ March 14, 2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.6 ​ 2008 Omnibus Incentive Plan, as amended May 4, 2010 * ​ 10-K ​ 000-26966 ​ 10.37 ​ March 2, 2011 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.7 ​ Employee Stock Purchase Plan * ​ S-1 ​ 33-97188 ​ 10.17 ​ September 21, 1995 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.8 ​ Offer Letter dated February 8, 2021 * ​ 8-K ​ 000-26966 ​ 10.2 ​ February 10, 2021 87 Table of Contents Exhibit ​ ​ ​ Incorporated by Reference Number Description Form File No. Exhibit Filing Date ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.9 ​ Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials, Inc. dated August 29, 2005 + ​ 10-Q ​ 000-26966 ​ 10.1 ​ November 7, 2005 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.10 ​ Shipping Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials, Inc. dated August 29, 2005 + ​ 10-Q ​ 000-26966 ​ 10.2 ​ November 7, 2005 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.11 ​ Bridge Amendment to the Global Supply Agreement by and between Advanced Energy Industries, Inc. and Applied Materials, Inc. dated January 28, 2011 + ​ 10-Q ​ 000-26966 ​ 10.1 ​ May 6, 2011 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.12 ​ Offer Letter to Paul Oldham, dated March 26, 2018 * ​ 8-K ​ 000-26966 ​ 10.1 ​ March 29, 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.13 ​ Form of Executive Change in Control and General Severance Agreement ​ 8-K ​ 000-26966 ​ 10.1 ​ August 6, 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.14 ​ Credit Agreement, dated September 10, 2019, by and among Advanced Energy Industries, Inc., Bank of America N.A. as the Administrative Agent, Bank of America N.A., Bank of the West and HSBC Bank USA, N.A. as the Joint Lead Arrangers and Joint Book Runners, and Citibank N.A., as the Co-Manager ​ 8-K ​ 000-26966 ​ 10.1 ​ September 10, 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.15 ​ ISDA 2002 Master Agreement, by and between Advanced Energy Industries, Inc. and HSBC Bank USA, National Association, dated as of April 2, 2020 (the “HSBC ISDA Master Agreement”) ​ 8-K ​ 000-26966 ​ 10.1 ​ April 10, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.16 ​ ISDA 2002 Master Agreement, by and between Advanced Energy Industries, Inc. and Citibank, N.A., dated as of April 7, 2020 (the “Citibank ISDA Master Agreement”) ​ 8-K ​ 000-26966 ​ 10.2 ​ April 10, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.17 ​ Schedule to the HSBC ISDA Master Agreement ​ 8-K ​ 000-26966 ​ 10.3 ​ April 10, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.18 ​ Schedule to the Citibank ISDA Master Agreement ​ 8-K ​ 000-26966 ​ 10.4 ​ April 10, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.19 ​ Rate Swap Transaction Confirmation, by and between Advanced Energy Industries, Inc. and HSBC Bank USA, National Association, dated April 7, 2020 ​ 8-K ​ 000-26966 ​ 10.5 ​ April 10, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.20 ​ Rate Swap Transaction Confirmation, by and between Advanced Energy Industries, Inc. and Citibank, N.A., dated April 9, 2020 ​ 8-K ​ 000-26966 ​ 10.6 ​ April 10, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 88 Table of Contents Exhibit ​ ​ ​ Incorporated by Reference Number Description Form File No. Exhibit Filing Date ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.21 ​ Amendment No. 1 to Credit Agreement, dated September 9, 2021, by and among Advanced Energy Industries, Inc., the guarantors party thereto, Bank of America N.A. as the Administrative Agent, and the lenders party thereto (which included the marked Credit Agreement as Exhibit A thereto) ​ 8-K ​ 000-26966 ​ 10.2 ​ September 9, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.22 ​ Offer of Employment to Eduardo Bernal Acebedo dated August 2, 2021 * ​ 8-K ​ 000-26966 ​ 10.1 ​ September 8, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.23 ​ Form of Long-Term Incentive Plan ​ 8-K ​ 000-26966 ​ 10.1 ​ February 4, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.24 ​ Amended and Restated Deferred Compensation Plan * ​ 10-Q ​ 000-26966 ​ 10.1 ​ November 1, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.25 ​ Form of Restricted Stock Unit Agreement under 2017 Omnibus Incentive Plan * ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.26 ​ Form of LTI Performance Stock Unit Agreement under 2017 Omnibus Incentive Plan * ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21.1 ​ Subsidiaries of Advanced Energy Industries, Inc . ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.1 ​ Consent of Independent Registered Public Accounting Firm ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1 ​ Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2 ​ Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ Inline XBRL Instance Document ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ ​ ​ ​ ​ ​ Filed herewith 89 Table of Contents Exhibit ​ ​ ​ Incorporated by Reference Number Description Form File No. Exhibit Filing Date ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ ​ ​ ​ ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) ​ ​ ​ ​ ​ ​ ​ Filed herewith * Compensation Plan ** Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. + Confidential treatment has been granted for portions of this agreement. ​ ITEM 16. FORM 10-K SUMMARY None. ​ 90 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ADVANCED ENERGY INDUSTRIES, INC. ​ ​ (Registrant) ​ ​ ​ ​ ​ /s/ Stephen D. Kelley ​ ​ Stephen D. Kelley ​ ​ Chief Executive Officer ​ Date: February 17, 2023 ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ Signatures Title Date ​ /s/ Stephen D. Kelley ​ Chief Executive Officer and Director ​ February 17, 2023 Stephen D. Kelley ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Paul Oldham ​ Chief Financial Officer and Executive Vice President ​ February 17, 2023 Paul Oldham ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Grant H. Beard ​ Chairman of the Board ​ February 17, 2023 Grant H. Beard ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Frederick A. Ball ​ Director ​ February 17, 2023 Frederick A. Ball ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Anne T. DelSanto ​ Director ​ February 17, 2023 Anne T. DelSanto ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Tina M. Donikowski ​ Director ​ February 17, 2023 Tina M. Donikowski ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Ronald C. Foster ​ Director ​ February 17, 2023 Ronald C. Foster ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Edward C. Grady ​ Director ​ February 17, 2023 Edward C. Grady ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Lanesha T. Minnix ​ Director ​ February 17, 2023 Lanesha T. Minnix ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ David W. Reed ​ Director ​ February 17, 2023 David W. Reed ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ John A. Roush ​ Director ​ February 17, 2023 John A. Roush ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Brian M. Shirley ​ Director ​ February 17, 2023 Brian M. Shirley ​ ​ ​ ​ ​ ​ 91