AMPG Amplitech Group, Inc. - 8-K

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

On
March 10, 2026, pursuant to the recommendation of the Compensation Committee of the Board of Directors of AmpliTech Group, Inc. (the
“Company”), the Board of Director approved the annual performance milestones to determine eligibility for, and the amount
of, annual performance bonuses for the named executive officers of the Company for the fiscal year ending 2026 and onward (the “Bonus
Plan”). The purpose of the adoption of the Bonus Plan is to incentivize and reward executive officers for achieving specified financial,
operational, and strategic objectives.

The
Bonus Plan sets the amount of bonus each fiscal year each named executive officer is eligible to receive and the performance criteria
for such bonus, which is based on the following three metrics: annual revenue, EBITDA/gross margin, and employee retention. All of the
Company’s named executive officers are eligible to participate in the annual bonus plan. The target bonuses set for the named executive
officers under the Bonus Plan are as follows: (1) Fawad Maqbool, Chief Executive Officer, 75% of base annual salary and (2) Louisa Sanfratello,
Chief Financial Officer, and Jorge Flores, Chief Operating Officer, 45% of base annual salary. The performance weightings for the executive
management team are 50% for the revenue metric, 35% for the operating profit metric (based on EBITDA/gross margin) and 15% for employee
retention metric. If the performance of any metrics does not meet the applicable minimum threshold for that measure, no award will be
earned for that measure. If the minimum threshold is achieved, the target bonus will apply. For each minimum metric obtained, the weighted
percentage will apply linearly, then all line metrics percentage achieved are added to calculate final percentage for the final bonus
calculation. If the maximum metric performance is achieved, for each metric achieved, 10% will be added to each line metric with the
maximum bonus being equal to 105% for
Mr. Maqbool, and 75% for
Ms. Sanfratello and Mr. Flores.  Calculation of bonus for performance between minimum and maximum thresholds will be determined
by linear interpolation. In addition, upon Board approval at the recommendation of the Compensation Committee, a discretionary bonus
for a maximum of 85% of annual base salary may also be awarded to Mr. Fawad,
and a maximum of 55% of annual base salary may be awarded to Ms. Sanfratello and Mr. Flores.