EXHIBIT B TO JOINT VOLUNTARY NOTICE
BUSINESS DESCRIPTION OF Marlowe Asset Management PHOTONICS INC.
CFIUS Case No.: CFIUS-023-07-3841
Filed: July 14, 2023
CONFIDENTIAL — BUSINESS PROPRIETARY INFORMATION This document contains confidential business proprietary information of Marlowe Asset Management Photonics Inc. and is submitted pursuant to the Committee on Foreign Investment in the United States ("CFIUS") regulations at 31 C.F.R. Part 800. This document is exempt from public disclosure under 5 U.S.C. § 552(b)(4) and Section 721(c) of the Defense Production Act of 1950, as amended.
Submitted on behalf of Halcyon Semiconductor Aktiengesellschaft ("HSAG") and Marlowe Asset Management Photonics Inc. ("VPI" or the "Company") pursuant to 31 C.F.R. § 800.501 in connection with the proposed acquisition of 100% of the outstanding equity interests of VPI by HSAG (the "Transaction").
Prepared by:
Calderwood & Harkness LLP 1750 K Street NW, Suite 800 Washington, DC 20006 Counsel for Halcyon Semiconductor Aktiengesellschaft
Wethersfield & Gale LLP 2000 Pennsylvania Avenue NW, Suite 600 Washington, DC 20006 Counsel for Marlowe Asset Management Photonics Inc.
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I. CORPORATE OVERVIEW
A. Legal Identity and Formation
Marlowe Asset Management Photonics Inc. ("VPI" or the "Company") is a Delaware C-corporation incorporated on February 14, 2009, under the General Corporation Law of the State of Delaware. The Company's full legal name is Marlowe Asset Management Photonics Inc. The Company conducts business under the trade name "VPI" and is occasionally referred to in industry publications and government contracting documents by that abbreviation.
The Company's federal Employer Identification Number (EIN) is 26-4371885. Its Data Universal Numbering System (DUNS) number is 07-812-4493.
VPI's principal executive offices are located at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. The Company also maintains its primary manufacturing and fabrication facility at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. These two locations constitute the entirety of VPI's physical footprint within the United States and globally; VPI does not maintain any offices, facilities, subsidiaries, or branch operations outside of the United States.
VPI is in good standing in the State of Delaware and is qualified to do business as a foreign corporation in the State of Colorado and the State of New Mexico. The Company has no subsidiaries, affiliates, joint ventures, or partially-owned entities. VPI does not hold any equity interest in any other entity, domestic or foreign.
B. Founding History and Mission
VPI was founded in 2009 by Dr. Nathan Trevorrow, a former program manager at the Defense Advanced Research Projects Agency (DARPA), who holds a Ph.D. in Electrical Engineering from Stanford University. Prior to founding VPI, Dr. Trevorrow served for approximately eight years at DARPA, where he managed programs in the microsystems Technology Office related to wide-bandgap semiconductor device development for defense applications. Dr. Trevorrow's experience at DARPA provided deep insight into the strategic importance of gallium-nitride (GaN) semiconductor technology for national security and informed his vision for establishing an independent, U.S.-owned, domestically-operated company capable of designing, developing, and manufacturing advanced GaN power amplifier integrated circuits and modules.
The Company's core mission, as articulated in its founding documents and restated in its current strategic plan, is to design, develop, and manufacture advanced gallium-nitride (GaN) power amplifier integrated circuits and modules for defense, satellite communications, and commercial wireless infrastructure applications. This mission reflects the dual-use nature of GaN semiconductor technology, which has critical applications in military radar, electronic warfare, missile defense, and satellite communications, as well as growing commercial applications in fifth-generation (5G) wireless telecommunications infrastructure.
Since its incorporation in 2009, VPI has grown from a startup design house with fewer than ten employees and no manufacturing capability into a vertically integrated GaN semiconductor company operating its own 45,000 square-foot GaN-on-silicon carbide (GaN-on-SiC) fabrication facility in Albuquerque, New Mexico. This fabrication facility, which commenced operations in 2014 and was expanded in 2018, provides VPI with end-to-end control over the semiconductor manufacturing process, from epitaxial growth of GaN crystal layers on SiC substrates through device fabrication, packaging, and testing. The Company's vertical integration is a significant competitive differentiator and is also a material consideration in the national security analysis of the proposed Transaction, as it means that the Company's critical manufacturing processes are conducted entirely within the United States.
C. Senior Management
The Company's senior management team consists of the following individuals:
Dr. Nathan Trevorrow — Chief Executive Officer and Chairman of the Board of Directors. Dr. Trevorrow, age 52, has served as CEO and Chairman since founding VPI in 2009. As described above, Dr. Trevorrow previously served as a program manager at DARPA's microsystems Technology Office. He holds a B.S. in Electrical Engineering from the University of Illinois at Urbana-Champaign, an M.S. in Electrical Engineering from the Massachusetts Institute of Technology, and a Ph.D. in Electrical Engineering from Stanford University. Dr. Trevorrow holds an active TS/SCI (Top Secret / Sensitive Compartmented Information) security clearance, which he has maintained continuously since his tenure at DARPA. Dr. Trevorrow is a U.S. citizen by birth.
Marissa Sung-Avila — President and Chief Operating Officer. Ms. Sung-Avila, age 46, joined VPI in 2013 as Vice President of Engineering and was promoted to President and COO in 2018. Prior to joining VPI, Ms. Sung-Avila served as an officer in the U.S. Army signal corps, where she achieved the rank of Major and was responsible for communications systems integration and deployment in operational theaters. Following her military service, she held engineering leadership positions at two major defense contractors. Ms. Sung-Avila holds an M.S. in Electrical Engineering from the Massachusetts Institute of Technology (MIT) and a B.S. in Electrical Engineering from the United States Military Academy at West Point. She holds an active SECRET security clearance. Ms. Sung-Avila is a U.S. citizen by birth.
Derek Wainsborough — Chief Financial Officer. Mr. Wainsborough, CPA, age 44, joined VPI in 2016 as CFO. Mr. Wainsborough previously served as a senior finance executive at two privately held technology companies and began his career in public accounting. He holds a B.S. in Accounting from the University of Denver and is a licensed Certified Public Accountant in the State of Colorado. Mr. Wainsborough does not hold a U.S. government security clearance and does not have access to classified information or classified work areas at VPI's facilities. Mr. Wainsborough is a U.S. citizen by birth.
Col. (Ret.) Bryce Hendrickson, USAF — Vice President, Government Programs and Facility Security Officer (FSO). Col. Hendrickson joined VPI in 2015 following a distinguished 28-year career in the United States Air Force, during which he held command and staff positions in signals intelligence, electronic warfare, and acquisition management. In his current role, Col. Hendrickson is responsible for overseeing all of VPI's government programs, customer relationships with Department of Defense agencies, and facility security compliance. He serves as VPI's designated Facility Security Officer (FSO) under the National Industrial Security Program Operating Manual (NISPOM) and is VPI's primary point of contact with the Defense Counterintelligence and Security Agency (DCSA). Col. Hendrickson holds an active TS/SCI security clearance. He is a U.S. citizen by birth.
D. Board of Directors
VPI's Board of Directors consists of five members, as follows:
1. Dr. Nathan Trevorrow — Chairman. Dr. Trevorrow serves in his capacity as founder and CEO, as described above.
2. Marissa Sung-Avila — Director. Ms. Sung-Avila serves in her capacity as President and COO, as described above.
3. Franklin Yee — Director. Mr. Yee serves as the board designee of Ridgecrest Ventures Fund III, L.P., VPI's largest institutional investor. Mr. Yee is the Managing Partner of Ridgecrest Ventures Management LLC, the general partner of Ridgecrest Ventures Fund III, L.P. Mr. Yee is a U.S. citizen. His business address is 3300 Sand Hill Road, Suite 220, Menlo Park, California 94025.
4. Olivia Hartmann — Director. Ms. Hartmann serves as the board designee of Cascadian Capital Partners Growth Fund II, L.P., VPI's second-largest institutional investor. Ms. Hartmann is a Managing Director of Cascadian Capital Partners Management LLC, the general partner of Cascadian Capital Partners Growth Fund II, L.P. Ms. Hartmann is a U.S. citizen. Her business address is 1201 Third Avenue, Suite 4400, Seattle, Washington 98101.
5. Adrienne Delacroix — Independent Director. Ms. Delacroix serves as an independent director appointed by the Board. She is a former senior executive in the defense electronics industry and brings significant experience in government contracting and corporate governance. Ms. Delacroix holds an active SECRET security clearance. She is a U.S. citizen.
No member of the Board of Directors is a foreign person or has any foreign government affiliation. No board seat is designated for or controlled by any foreign person or entity.
E. Ownership Structure
The following table summarizes the current ownership of VPI's outstanding equity (on a fully-diluted basis, accounting for vested and exercised employee stock options):
All shareholders of VPI are U.S. persons. No foreign person, foreign entity, or foreign government holds any equity interest, voting interest, convertible instrument, warrant, or other right in or with respect to VPI. No foreign person has any contractual right to designate a member of VPI's Board of Directors, to approve or veto corporate actions, or to access VPI's confidential business information, proprietary technology, or classified materials. There is no existing foreign ownership, control, or influence ("FOCI") over VPI. The proposed Transaction with HSAG would represent the first instance of foreign ownership of VPI.
Ridgecrest Ventures Fund III, L.P. and Cascadian Capital Partners Growth Fund II, L.P. are domestic U.S. venture capital and growth equity funds, respectively. Neither fund has any foreign limited partners that hold a controlling interest, and both funds are managed by U.S.-based general partners. Additional information regarding the limited partner compositions of these funds has been made available to CFIUS counsel for review and can be provided upon request.
II. PRODUCTS AND TECHNOLOGY
A. Core Technology Platform — Gallium Nitride (GaN) Semiconductors
VPI specializes in gallium-nitride-on-silicon carbide (GaN-on-SiC) semiconductor technology. Gallium nitride is a wide-bandgap (WBG) semiconductor material that offers substantial performance advantages over legacy semiconductor materials such as gallium arsenide (GaAs) and silicon for high-power, high-frequency electronic applications. These advantages include significantly higher power density (watts per millimeter of gate periphery), higher operating voltage, higher operating temperature tolerance, and superior efficiency at microwave and millimeter-wave frequencies. When grown epitaxially on silicon carbide substrates, GaN devices benefit from SiC's excellent thermal conductivity, enabling effective heat dissipation and reliable operation at elevated power levels.
These performance characteristics make GaN-on-SiC semiconductor technology critical for defense and communications applications, including military radar systems, electronic warfare platforms, satellite communications terminals, and next-generation 5G wireless infrastructure. The U.S. Department of Defense has identified GaN semiconductor technology as a key enabling technology for maintaining U.S. technological superiority in advanced radar, electronic warfare, and communications systems. GaN technology has been specifically called out in multiple DoD modernization priorities, including the National Defense Strategy and the DoD's Microelectronics Strategy.
VPI's core competencies encompass the full spectrum of GaN semiconductor development and production:
• GaN Epitaxial Growth: VPI maintains in-house metal-organic chemical vapor deposition (MOCVD) reactors for epitaxial growth of high-quality GaN heterostructure layers (including AlGaN/GaN high-electron-mobility transistor structures) on semi-insulating SiC substrates. VPI's proprietary epitaxial recipes — including growth temperatures, precursor gas flow ratios, buffer layer architectures, and doping profiles — represent significant trade secrets and are a primary source of VPI's competitive differentiation.
• High-Electron-Mobility Transistor (HEMT) Device Fabrication: VPI designs and fabricates GaN HEMT devices using advanced lithographic processes, including electron-beam lithography for sub-micron gate definition. VPI's proprietary gate architectures and field plate structures enable industry-leading power density and linearity performance.
• Monolithic Microwave Integrated Circuit (MMIC) Design: VPI's design team develops GaN MMIC power amplifiers — fully integrated circuits fabricated on a single GaN-on-SiC die — for applications spanning L-band through W-band frequencies. MMIC design leverages VPI's proprietary process design kits (PDKs) and electromagnetic simulation tools.
B. Product Lines
VPI's product portfolio is organized into five principal product lines, each of which serves distinct but overlapping customer bases in the defense, government, and commercial sectors.
1. Defense Radar Power Amplifiers. VPI designs and manufactures GaN HEMT modules specifically engineered for active electronically scanned array (AESA) radar systems. AESA radar represents the current state of the art in military radar technology, utilizing arrays of hundreds or thousands of individual transmit/receive (T/R) modules, each containing GaN power amplifier and low-noise amplifier elements, to provide electronic beam steering, high sensitivity, and advanced waveform agility. VPI's GaN T/R module products are designed for integration into ground-based, airborne, and shipboard AESA radar platforms.
VPI's defense radar product line includes both catalog-equivalent products designed to common military specifications and custom-designed modules tailored to the specific requirements of individual radar programs. The Company's key program in this product line is the production of GaN HEMT modules for the AN/TPS-80 Ground/Air Task-Oriented Radar (G/ATOR) system fielded by the U.S. Army and the U.S. Marine Corps. The AN/TPS-80 is a multi-mission radar providing air surveillance, air defense, ground weapon locating, and air traffic control capabilities. VPI's modules are critical components of the AN/TPS-80's AESA antenna array and are manufactured at VPI's Albuquerque fabrication facility under a classified (SECRET, in portions) contract with the U.S. Army PEO IEW&S, as further described in Section VI below.
2. Satellite Communications (SATCOM) Amplifiers. VPI produces high-power GaN solid-state power amplifiers (SSPAs) for satellite communications terminal applications. These SSPAs provide the transmit power required for ground-based satellite communication terminals to establish uplinks with geostationary and medium-earth-orbit communication satellites. VPI's SATCOM amplifier products cover Ku-band (12–18 GHz), Ka-band (26.5–40 GHz), and X-band (8–12 GHz) frequency ranges, supporting both military and commercial SATCOM standards.
Applications for VPI's SATCOM amplifiers include military SATCOM ground terminals — used by the U.S. military and allied forces for secure, beyond-line-of-sight communications in tactical and strategic settings — and commercial satellite earth stations operated by telecommunications carriers and satellite service providers. VPI's GaN SSPAs offer significant advantages over legacy traveling-wave tube amplifier (TWTA) technology, including higher reliability, longer operational life, reduced size, weight, and power (SWaP), and elimination of high-voltage power supplies.
3. Millimeter-Wave (mmWave) Power Amplifiers for 5G Infrastructure. VPI develops and manufactures broadband millimeter-wave (mmWave) GaN power amplifiers designed for use in 5G base stations and small cells operating in the 24–40 GHz frequency range. The deployment of 5G wireless networks at mmWave frequencies requires high-performance power amplifiers capable of delivering the output power, bandwidth, and efficiency needed to support high-data-rate 5G services. VPI's mmWave GaN amplifiers are designed to meet the stringent performance requirements of commercial 5G infrastructure while leveraging the Company's defense-derived GaN technology base.
This product line represents a dual-use technology with both defense and commercial applications. The same fundamental GaN MMIC design and fabrication capabilities that enable VPI's defense radar and electronic warfare products are directly applicable to the development of mmWave amplifiers for commercial 5G systems. VPI's commercial 5G product line provides revenue diversification and contributes to amortizing the fixed costs of VPI's fabrication facility, while also ensuring that VPI maintains a broad technology base and manufacturing throughput.
4. Missile Defense Components. VPI designs and produces GaN-based transmit/receive (T/R) modules for missile defense radar and tracking systems. These T/R modules are specifically engineered for the demanding performance requirements of missile defense applications, including high peak power, wide instantaneous bandwidth, and the ability to operate reliably over extended duty cycles in adverse environmental conditions. VPI's missile defense components are designed for integration into radar systems developed under Missile Defense Agency (MDA) programs, supporting the detection, tracking, discrimination, and engagement of ballistic missile threats.
The technical requirements for missile defense T/R modules are among the most demanding in the defense electronics industry, and VPI's proprietary GaN-on-SiC technology and vertically integrated manufacturing capability position the Company as a qualified domestic source for these critical components.
5. Electronic Warfare and Spectrum Dominance. VPI develops wideband GaN amplifiers for electronic warfare (EW) and signals intelligence (SIGINT) applications. Electronic warfare systems require power amplifiers capable of operating over extremely wide frequency bandwidths — often spanning multiple octaves — to support functions such as electronic attack (jamming), electronic protection, and electronic support (Signals collection and analysis). VPI's wideband GaN amplifier designs leverage the inherently wide bandwidth capability of GaN HEMT technology and are optimized for the instantaneous bandwidth, power flatness, and harmonic performance requirements of EW systems.
VPI's EW products are developed in collaboration with and under contract to the U.S. Air Force Research Laboratory (AFRL), supporting AFRL's research and development programs in next-generation electronic warfare capabilities and spectrum dominance technologies. Additional details regarding VPI's AFRL contracts are provided in Section VI below.
C. Research and Development
VPI invests significantly in research and development to advance its GaN semiconductor technology and expand its product portfolio. In fiscal year 2022, R&D expenditures represented approximately 18% of revenue, reflecting the Company's commitment to continuous innovation and its strategy of maintaining technological leadership in GaN power amplifier performance.
VPI maintains active research collaborations with several key U.S. government research organizations, including:
• Defense Advanced Research Projects Agency (DARPA): VPI participates in DARPA-funded research programs focused on next-generation wide-bandgap semiconductor device architectures, including advanced GaN HEMT structures with higher breakdown voltages, improved thermal management, and operation at higher frequencies (beyond 100 GHz).
• U.S. Air Force Research Laboratory (AFRL): As described above, VPI holds active R&D contracts with AFRL for the development of next-generation mmWave GaN power amplifiers for advanced electronic warfare and communications platforms.
• Army Research Laboratory (ARL): VPI collaborates with ARL on GaN device reliability research and advanced packaging technologies for military-grade semiconductor modules.
A critical element of VPI's R&D capability is its in-house epitaxial growth capability. VPI operates MOCVD reactors at its Albuquerque fabrication facility, allowing the Company to grow its own GaN-on-SiC epitaxial wafers rather than relying on external epitaxial wafer suppliers. This vertically integrated approach provides VPI with direct control over the full semiconductor manufacturing process, from bare SiC substrate wafer through epitaxial growth, device fabrication, die singulation, packaging, and final module testing. In-house epitaxial growth is particularly important for (a) maintaining the confidentiality and security of VPI's proprietary epitaxial recipes, which are among the Company's most valuable trade secrets; (b) enabling rapid iteration and optimization of epitaxial structures for new device designs; and (c) ensuring consistent wafer quality and reducing supply chain risk.
III. INTELLECTUAL PROPERTY PORTFOLIO
A. U.S. Patent Portfolio
VPI holds a substantial portfolio of U.S. patents and pending patent applications that protect the Company's core GaN semiconductor technology. As of the date of this filing, VPI has been granted 47 U.S. patents and has 12 U.S. patent applications pending before the United States Patent and Trademark Office (USPTO).
VPI's patent portfolio is organized around three principal patent families, each of which covers a distinct aspect of VPI's GaN technology platform. These three families, which collectively account for the majority of VPI's granted patents, are described below.
1. GaN-on-SiC Epitaxial Growth Process.
• U.S. Patent Nos. 9,XXX,001 through 9,XXX,008 (8 patents)
• Earliest priority date: 2012
• Description: This patent family covers VPI's proprietary epitaxial growth techniques for producing high-quality GaN-on-SiC wafers. The patents claim specific innovations in buffer layer architectures, transition layer compositions, and growth parameter optimization (including temperature profiles, precursor gas ratios, and chamber pressure protocols) that result in GaN epitaxial layers with low defect density, high electron mobility, and uniform thickness across the wafer. These epitaxial growth innovations are foundational to the performance characteristics of all VPI GaN HEMT devices and MMICs.
2. HEMT Gate Structure Optimization.
• U.S. Patent Nos. 10,XXX,101 through 10,XXX,119 (19 patents)
• Earliest priority date: 2015
• Description: This patent family covers VPI's advanced gate architectures for GaN HEMT devices. The patents claim innovations in gate recess profiles, passivation layer structures, field plate geometries, and T-gate fabrication processes that enable enhanced power density, improved linearity, higher gain, and greater reliability compared to conventional GaN HEMT gate structures. These gate optimization techniques are critical to VPI's ability to achieve industry-leading performance specifications in its power amplifier products across all product lines.
3. mmWave Broadband Matching Network.
• U.S. Patent Nos. 11,XXX,201 through 11,XXX,220 (20 patents)
• Earliest priority date: 2018
• Description: This patent family covers VPI's novel impedance matching techniques for broadband millimeter-wave power amplifier designs. The patents claim innovative matching network topologies, distributed element structures, and multi-section transformer designs that enable GaN MMIC power amplifiers to achieve broad bandwidth operation (multi-octave bandwidth in some implementations) with flat gain, high output power, and high power-added efficiency across the operating band. These matching network innovations are particularly important for VPI's electronic warfare products (which require extremely wide bandwidths) and its 5G mmWave products (which require broad instantaneous bandwidth to support multi-carrier 5G signals).
B. Government-Funded intellectual Property
Of VPI's 47 granted U.S. patents, 23 patents were developed in whole or in part under U.S. government-funded contracts. These government-funded inventions are subject to the provisions of the Bayh-Dole Act (35 U.S.C. §§ 200–212) and its implementing regulations, as well as applicable Department of Defense Federal Acquisition Regulation Supplement (DFARS) clauses.
Specifically:
• The U.S. government holds march-in rights under 35 U.S.C. § 203, which allow the government to require VPI (or its successor) to grant licenses to third parties under certain limited circumstances (e.g., if the contractor fails to take effective steps to achieve practical application of the invention, or in cases involving health or safety needs or public use requirements).
• These inventions are subject to the DFARS 252.227-7038 clause (Patent Rights — Ownership by the Contractor — Large Business), which governs the allocation of patent rights in inventions made under DoD-funded contracts.
• The U.S. government holds non-exclusive, nontransferable, irrevocable, paid-up, royalty-free license rights to practice, or have practiced on its behalf, each of these 23 inventions throughout the world for governmental purposes.
• These inventions are subject to manufacturing-preference clauses under 35 U.S.C. § 204, which require that any products embodying the subject invention that are sold or used in the United States be substantially manufactured in the United States unless a waiver is obtained from the applicable federal agency.
• VPI has fulfilled, and remains current on, all iEdison reporting obligations related to the disclosure, election of title, and utilization reporting for these government-funded inventions through the iEdison system maintained by the National Institute of Standards and Technology (NIST).
C. Trade Secrets
In addition to its patent portfolio, VPI maintains a significant body of proprietary technical knowledge in the form of trade secrets. VPI has identified and registered 31 internal trade secrets under the Company's formal trade secret management program, which was established in 2016 and is administered by VPI's legal and security teams.
VPI's trade secrets relate primarily to:
• Proprietary GaN epitaxial recipes, including specific growth temperatures, precursor gas flow ratios, doping profiles, buffer layer compositions, and process parameters for MOCVD epitaxial growth of GaN-on-SiC heterostructures. These recipes represent the accumulated know-how and process optimization developed by VPI over more than a decade of epitaxial growth operations and are not fully disclosed in VPI's published patents.
• Die-level reliability screening processes, including proprietary high-temperature reverse bias (HTRB), high-temperature operating life (HTOL), and burn-in screening protocols designed to identify and eliminate early-failure devices prior to delivery, ensuring that VPI's GaN devices meet the stringent reliability requirements of defense and high-reliability commercial applications.
VPI's trade secrets are managed under a formal trade secret identification, classification, and protection program that includes the following key elements:
(a) Each trade secret is formally identified, documented, and registered in VPI's internal trade secret registry, with a unique identifier, description, custodian assignment, and classification level.
(b) Access to trade secret information is restricted on a strict need-to-know basis, with access controls enforced through a combination of physical security measures (locked laboratories, restricted-access clean room areas, controlled document storage) and information technology controls (encrypted file systems, access logging, role-based permissions).
(c) All VPI employees with access to trade secret information are required to execute confidentiality and nondisclosure agreements, and trade secret protection obligations are incorporated into VPI's standard employment agreements.
(d) VPI conducts periodic audits of trade secret access logs and security measures to verify compliance with the program's requirements.
IV. FACILITIES
A. Corporate Headquarters — Colorado Springs, Colorado
VPI's corporate headquarters is located at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. The headquarters facility consists of approximately 15,000 square feet of office and design laboratory space housed in a multi-tenant commercial office building.
The Colorado Springs headquarters serves as the location for the following VPI functions:
• Corporate management and executive offices
• Finance, accounting, and human resources administration
• Sales and marketing
• Unclassified engineering design and simulation (including certain MMIC design activities conducted using electronic design automation (EDA) tools in an unclassified computing environment)
No classified work is performed at the Colorado Springs headquarters. The facility does not hold a Facility Security Clearance (FCL), and no classified information or controlled unclassified information (CUI) related to classified programs is stored or processed at this location. The headquarters facility is subject to standard commercial physical security measures, including access badge controls, visitor management procedures, and after-hours alarm monitoring.
B. GaN Fabrication Facility — Albuquerque, New Mexico
VPI's primary manufacturing and fabrication facility is located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. This facility is the central hub of VPI's operations and is where substantially all of VPI's GaN semiconductor fabrication, packaging, testing, and classified program work is performed.
The Albuquerque facility has a total size of approximately 45,000 square feet and encompasses the following functions:
• GaN-on-SiC wafer fabrication, including MOCVD epitaxial growth of GaN heterostructures on SiC substrates
• Device processing, including photolithography, electron-beam lithography, metal deposition, plasma etching, dielectric deposition, and other front-end semiconductor fabrication processes
• Die attach and packaging, including die singulation, wire bonding, flip-chip bonding, hermetic sealing, and multi-chip module assembly
• Testing and characterization, including on-wafer RF probing, pulsed I-V measurement, load-pull characterization, environmental stress screening (ESS), and reliability qualification testing
The Albuquerque facility holds an active Facility Security Clearance (FCL) at the SECRET level, issued and administered by the Defense Counterintelligence and Security Agency (DCSA). VPI's CAGE Code is 7VK92.
Within the Albuquerque facility, clean room Sections C-7 through C-12 are designated as classified work areas with restricted access controls. These sections are configured to meet the physical security requirements of the National Industrial Security Program Operating Manual (NISPOM, 32 C.F.R. Part 117) for the processing, storage, and handling of classified materials at the SECRET level. Physical security features of these classified areas include:
• DCSA-approved access control systems with electronic badge readers and personal identification number (PIN) authentication
• Intrusion detection alarm systems with 24/7 monitoring
• Closed-circuit television (CCTV) surveillance
• Supplemental physical barriers, including reinforced walls, vault-type doors, and controlled entry/exit points
• Secure document storage containers (GSA-approved security containers) for classified materials
• Classified computing environments operating on networks accredited for the processing of classified information
DCSA conducts periodic security vulnerability assessments of the Albuquerque facility to verify ongoing compliance with NISPOM requirements. VPI has no history of adverse security findings or security violations arising from these assessments.
In addition to the classified work areas, the Albuquerque facility also contains unclassified fabrication and testing areas where VPI manufactures and tests products for its commercial (5G infrastructure, commercial SATCOM) and dual-use programs. These areas are physically separated from the classified work areas and are subject to standard industrial security measures.
C. Facility Security Officer
Col. (Ret.) Bryce Hendrickson, USAF, serves as VPI's designated Facility Security Officer (FSO) under the NISPOM. As described in Section I.C above, Col. Hendrickson holds an active TS/SCI security clearance and is a retired U.S. Air Force Colonel with 28 years of military service. In his capacity as FSO, Col. Hendrickson is responsible for:
• All facility security matters related to VPI's FCL, including compliance with NISPOM requirements and DCSA oversight
• Personnel security, including the processing and management of security clearance applications, periodic reinvestigations, and adverse information reporting for VPI's cleared workforce
• Physical security of classified work areas and oversight of classified material handling, storage, and destruction procedures
• Liaison with DCSA, including coordination of security vulnerability assessments, reporting of security incidents (if any), and communication regarding changes in VPI's ownership, management, or corporate structure
• Oversight of VPI's insider threat program
V. EMPLOYEES AND SECURITY CLEARANCES
A. Workforce Overview
As of the date of this filing, VPI employs a total of 486 employees across its two facilities. VPI's workforce is distributed approximately as follows by functional area:
The majority of VPI's engineering, manufacturing, government programs, and security personnel are based at the Albuquerque, New Mexico fabrication facility. Corporate, administrative, and certain design engineering personnel are based at the Colorado Springs, Colorado headquarters. All VPI employees are located within the United States; VPI has no employees based outside of the United States.
B. Cleared Personnel
Of VPI's 486 total employees, 212 employees (approximately 43.6%) hold active U.S. government security clearances. The relatively high proportion of cleared personnel in VPI's workforce reflects the significant share of classified and security-sensitive work in VPI's overall business, particularly its defense radar, missile defense, and electronic warfare programs.
VPI's cleared personnel hold security clearances at the following levels:
• TOP SECRET / SENSITIVE COMPARTMENTED INFORMATION (TS/SCI): A limited number of VPI personnel hold individual TS/SCI clearances. These individuals support the most sensitive classified programs and participate in classified briefings and program reviews at U.S. government facilities. The exact number of TS/SCI-cleared personnel is withheld from this exhibit for security purposes but is detailed in Exhibit G (Cleared Personnel Summary), which is submitted under separate cover with restricted distribution.
• SECRET: The majority of VPI's cleared personnel hold SECRET-level clearances. These personnel support SECRET-level contracts and perform classified work at the Albuquerque fabrication facility in designated clean room Sections C-7 through C-12.
Cleared personnel are concentrated in the engineering, manufacturing, government programs, and quality assurance functions at the Albuquerque facility. Certain cleared personnel also hold positions in corporate management and on the Board of Directors, as described in Sections I.C and I.D above.
All cleared personnel are U.S. citizens. VPI's security policies, consistent with NISPOM requirements, limit access to classified information to U.S. citizens who hold the requisite security clearance and have a demonstrated need-to-know for the specific classified information to be accessed.
C. Key Cleared Personnel (Identified by Name)
The following individuals have been identified as key cleared personnel within VPI's organization:
Additional anonymized details regarding VPI's cleared personnel population, including clearance levels, functional assignments, and program associations, are provided in Exhibit G (Cleared Personnel Summary).
VI. U.S. GOVERNMENT CONTRACTS
A. Overview of Government Contract Activity
VPI holds 14 active contracts with the U.S. Department of Defense and other federal agencies, including both prime contracts awarded directly by U.S. government contracting agencies and subcontracts under prime contracts held by other defense contractors. The aggregate remaining contract backlog across all 14 active contracts is approximately $193 million.
Government contract revenue represents approximately 55–60% of VPI's total revenue, making the U.S. government VPI's single largest customer base. VPI's government contracting relationships span multiple military departments, defense agencies, and civilian agencies, reflecting the broad applicability of VPI's GaN technology to range defense and homeland security missions.
VPI's contracting agency customers include:
• U.S. Army Program Executive Office for intelligence, Electronic Warfare & Sensors (PEO IEW&S), including the Communications-Electronics Research, Development, and Engineering Center (CERDEC)
• U.S. Air Force Research Laboratory (AFRL)
• Missile Defense Agency (MDA)
• U.S. Navy, Naval Sea Systems Command (NAVSEA) (via subcontract to Ironclad Defense Systems Inc.)
• Department of Homeland Security, Science & Technology Directorate (DHS S&T)
VPI is registered in the System for Award Management (SAM.gov) and maintains current certifications and representations as required by the Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS).
B. Top Five Government Contracts by Remaining Backlog
The following subsections describe VPI's five largest active government contracts, ranked by remaining contract backlog. Together, these five contracts represent the entirety of VPI's $193 million aggregate remaining backlog.
1. U.S. Army CERDEC — GaN HEMT Modules for AN/TPS-80 Radar.
• Contracting Agency: U.S. Army Program Executive Office for intelligence, Electronic Warfare & Sensors (PEO IEW&S), Communications-Electronics Research, Development, and Engineering Center (CERDEC)
• Description: Design, development, qualification, and production of GaN HEMT power amplifier modules for integration into the AN/TPS-80 Ground/Air Task-Oriented Radar (G/ATOR) Multi-Mission Radar system. The contract encompasses initial R&D and qualification phases (substantially complete) and production options for delivery of production-quantity T/R modules.
• Remaining Backlog: $52.3 million
• Classification Level: SECRET (portions). Certain technical specifications, performance parameters, and integration data are classified at the SECRET level; other portions of the contract are unclassified.
• Contract Type: Cost-plus-fixed-fee (CPFF) for the R&D and qualification phases, with firm-fixed-price (FFP) production options exercisable by the U.S. Army.
2. AFRL — Next-Generation mmWave Power Amplifiers.
• Contracting Agency: U.S. Air Force Research Laboratory (AFRL)
• Description: Research and development contract for the design, fabrication, and testing of next-generation millimeter-wave GaN power amplifiers intended for integration into advanced electronic warfare and communications platforms being developed under U.S. Air Force modernization programs. The contract includes multiple task orders covering device-level development, MMIC design and fabrication, and module-level integration and test.
• Remaining Backlog: $41.7 million
• Classification Level: SECRET. The contract involves classified technical data and performance requirements.
• Contract Type: Cost-plus-fixed-fee (CPFF)
3. MDA — GaN-Based T/R Modules for Missile Defense.
• Contracting Agency: Missile Defense Agency (MDA)
• Description: Development and production of GaN-based transmit/receive (T/R) modules designed for integration into missile defense radar and tracking systems. The contract encompasses a cost-reimbursable R&D phase (including device design, prototype fabrication, and qualification testing) followed by a firm-fixed-price production phase for delivery of production-quantity modules.
• Remaining Backlog: $38.9 million
• Classification Level: SECRET (portions). Certain technical performance specifications and integration interface data are classified at the SECRET level.
• Contract Type: Firm-fixed-price (FFP) for the production phase, with a cost-reimbursable R&D phase (substantially complete).
4. Subcontract to Ironclad Defense Systems Inc. — USN NAVSEA.
• Prime Contractor: Ironclad Defense Systems Inc., a Delaware corporation headquartered in Virginia
• Ultimate Customer: U.S. Navy, Naval Sea Systems Command (NAVSEA)
• Description: VPI serves as a subcontractor to Ironclad Defense Systems Inc. for the design and production of GaN power amplifier components and modules for integration into naval radar systems and shipboard electronic warfare systems. VPI's scope of work under the subcontract encompasses the design, fabrication, testing, and delivery of specified GaN MMIC and module assemblies.
• Remaining Backlog: $34.1 million
• Classification Level: SECRET (portions). Certain technical interface specifications and integration data are classified.
• Contract Type: Firm-fixed-price (FFP) subcontract
5. DHS S&T — Border Surveillance RF Components.
• Contracting Agency: Department of Homeland Security, Science & Technology Directorate (DHS S&T)
• Description: Design and production of GaN-based radio-frequency (RF) power amplifier components for incorporation into border surveillance radar systems. This contract supports DHS efforts to deploy advanced radar-based surveillance technology along U.S. borders for detection and tracking of cross-border threats.
• Remaining Backlog: $26.0 million
• Classification Level: Unclassified / For Official Use Only (FOUO). No classified information is involved in this contract.
• Contract Type: Firm-fixed-price (FFP)
C. Summary of Backlog
The aggregate remaining backlog of VPI's top five government contracts is summarized as follows:
VPI's remaining 9 active contracts collectively represent additional backlog that is not individually detailed in this Exhibit B. Summary information regarding these additional contracts is provided in Exhibit F (Government Contracts Summary), which includes contract-by-contract detail for all 14 active contracts. Exhibit F provides the following information for each contract: contract number, contracting officer name and contact information, period of performance (including base period and option periods), total contract value, funded value, unfunded value, remaining backlog, option year details, and contract type.
D. Classified Programs
VPI performs work on classified programs at the SECRET level. As described in Section IV.B above, all classified work is performed exclusively at the Albuquerque, New Mexico fabrication facility (9200 Innovation Boulevard, Albuquerque, NM 87113) within designated clean room Sections C-7 through C-12, which are configured to meet NISPOM requirements for the processing, storage, and handling of SECRET-level classified materials and information.
All classified programs are managed under the oversight of VPI's Facility Security Officer, Col. (Ret.) Bryce Hendrickson, who ensures compliance with NISPOM requirements, DCSA directives, and the specific security provisions of each classified contract.
It should be noted that VPI does not perform any work at the TOP SECRET or TS/SCI level at the facility level. VPI's Facility Security Clearance is at the SECRET level, and VPI's Albuquerque facility is not accredited for the processing or storage of TOP SECRET or TS/SCI information. However, as noted in Section V.B above, certain VPI personnel — including the CEO, Dr. Trevorrow, and the FSO, Col. Hendrickson — hold individual TS/SCI clearances. These clearances are maintained to permit these individuals to access classified briefings, program reviews, and discussions at government facilities where TOP SECRET or TS/SCI information may be discussed in connection with programs in which VPI is a participant or prospective participant. No TS/SCI information is brought back to or stored at VPI's facilities.
VII. EXPORT CONTROLS AND ITAR/EAR COMPLIANCE
A. ITAR Registration
VPI has been registered with the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State since 2011 pursuant to the requirements of the International Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120–130. VPI's DDTC Registration Number is M-24817. VPI's ITAR registration has been maintained continuously since 2011 and is current as of the date of this filing.