Independent
Tenure on this board
13.8 yrs
1 nominee · 3 ballot items.
Elect one Class II director (Geoffrey Moore); ratify KPMG LLP as independent auditors for fiscal 2026; and approve, on a non-binding advisory basis, the compensation of the company’s named executive officers.
Elect Geoffrey Moore as a Class II director to serve until the 2029 annual meeting and until his successor is duly elected and qualified.
Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
An advisory, non-binding vote to approve the compensation of nLIGHT’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s 2025 executive compensation as disclosed in the proxy statement. Management frames the program as a pay-for-performance structure emphasizing equity, with a large portion of CEO pay delivered through time‑based and performance‑based RSUs and supplemental Special PRSUs tied to sustained stock price thresholds. The compensation committee implemented cash incentives tied 50/50 to revenue and adjusted EBITDA, with capped payout multipliers and a mix intended to align management incentives with near‑term financial results and long‑term shareholder value. The company points to significant 2025 financial improvements—strong revenue growth, margin expansion, and positive operating cash flow—as validation of the compensation approach. The vote is advisory only; however, the board and compensation committee will consider the outcome in future compensation decisions. The board recommends “FOR” approval, arguing the program attracts and retains executives, encourages long‑term value creation, and contains governance features (independent committee oversight, consultant input, clawback policy, ownership guidelines, and double‑trigger change‑in‑control provisions) to mitigate risk and align interests. Critics might note the very large equity awards (including Special PRSUs that substantially increase CEO pay opportunity) and the potential for skewed incentives if performance metrics are not tightly calibrated, but management emphasizes rigorous targets, multi‑year vesting, and retention protections to balance incentives and retention. Given the advisory nature, shareholders should weigh the program’s alignment mechanisms, recent company performance, the size and structure of awards (notably the Special PRSUs), and governance safeguards when evaluating whether to support the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 2,467,570 | $141M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 2,325,430 | $133M |
| 3 | BlackRock, Inc. | 3.5% | 1,991,584 | $114M |
| 4 | DRIEHAUS CAPITAL MANAGEMENT LLC | 3.1% | 1,772,697 | $101M |
| 5 | NEEDHAM INVESTMENT MANAGEMENT LLC | 3.0% | 1,670,000 | $95M |
| 6 | BlackRock, Inc. | 2.9% | 1,624,847 | $93M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 1,254,784 | $72M |
| 8 | Invesco Ltd. | 2.1% | 1,177,904 | $67M |
| 9 | ALLIANCEBERNSTEIN L.P. | 2.0% | 1,106,148 | $41M |
| 10 | FMR LLC | 1.9% | 1,094,664 | $62M |
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