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

Effective as of December 30, 2021, our board of directors appointed Suja Ramnath to serve as a director of Atomera Incorporated until the next annual meeting of the stockholders of the company and until her successor is elected and qualified or until her earlier resignation or removal.

Since February 2017, Ms. Ramnath has served as president and chief executive officer of Integra Technologies, a developer of high-performance power RF semiconductors for the defense and aerospace industries. From October 2015 to February 2017, Ms. Ramnath served as division general manager of Analog Devices, a developer of transceiver technology platforms. Prior to that, Ms. Ramnath served in various business development and senior positions in the semiconductor industry since 1991. Ms. Ramnath holds a Bachelor of Science degree in Electrical Engineering from Northeastern University.

In connection with Ms. Ramnath’s appointment to the board, our board will grant Ms. Ramnath a restricted stock award with a value of $190,000. The grant will consist of a number of shares of restricted stock equal to $190,000 divided by the closing price of one share of Atomera common stock as reported on nasdaq.net on the trading day immediately preceding the date such grant is approved. The restricted share grant will vest in equal installments over a four-year period commencing on the date of grant. Ms. Ramnath’s annual compensation for serving as a member of the board will be $35,000 in cash and an annual restricted stock award with a value of $95,000, vesting on the earlier of the one-year anniversary of the date of grant or the next annual meeting of stockholders.

On December 30, 2021, Rinn Cleavelin, a member of our board of directors since 2009, notified us that he does not intend to stand for reelection to our board.