DEF 14A of Lightwave Logic, Inc.
Filed Apr 11, 2024 · FY20230001079973-24-000528
What percentages of stock do the directors and officers own?
What percentages of stock do the directors and officers own? Together, they own approximately 5.3% of our Company common stock as of the Record Date. For information regarding the ownership of our common stock by management, see the section entitled “Voting Securities and Principal Holders Thereof” elsewhere in this Proxy Statement.
Do I have dissenters’ rights of appraisal?
Do I have dissenters’ rights of appraisal? Under Nevada Revised Statutes, our shareholders are not entitled to appraisal rights with respect to any of the items proposed to be voted upon at the Annual Meeting.
Where can I find general information about the Company?
Where can I find general information about the Company? General information about us can be found on our website at www.lightwavelogic.com. The information on our website is for informational purposes only and should not be relied upon for investment purposes. The information on our website is not incorporated by reference into this Proxy Statement and should not be considered part of this or any other report that we file with the Securities and Exchange Commission (“SEC”). We make available free of charge, either by direct access on our website or a link to the SEC’s website, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. Our reports filed with, or furnished to, the SEC are also available directly at the SEC’s website at www.sec.gov. ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF EACH DIRECTOR NOMINEE AND FOR A PROPOSAL IF NO CONTRARY SPECIFICATION IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF THE PERSONS NAMED IN THE PROXY WITH RESPECT TO ANY OTHER BUSINESS THAT MAY COME BEFORE THE ANNUAL MEETING.
INFORMATION REGARDING DIRECTORS, EXECUTIVE
INFORMATION REGARDING DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE
OFFICERS AND CORPORATE GOVERNANCE
BOARD OF DIRECTORS
BOARD OF DIRECTORS Our amended and restated bylaws provide that the number of directors who constitute our Board of Directors is determined by resolution of the Board of Directors, but the total number of directors constituting the entire Board of Directors shall not be less than one or more than nine. Our Board of Directors currently consists of seven directors. Our Board of Directors is divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class III, with staggered terms of office and with each director serving for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director's earlier death, resignation or removal. The names of our directors, including the two (2) nominees to be elected at the Annual Meeting, and certain information about each of them are set forth below. The Company’s Nominating and Corporate Governance Committee may evaluate individuals in the future to consider additional members for our Board of Directors following the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named.
Identity of Directors
Identity of Directors
Identity of Directors
| Name | Age | Year First Elected Director | Positions/Committees | Director Class/ Term | Independent | | Michael S. Lebby | 63 | 2015 | CEO, COB | Class II Expires 2025 | no | | James S. Marcelli | 76 | 2008 | P, COO, S, ED | Class III Expires 2026 | no | | Ronald A Bucchi | 69 | 2012 | LD, AC*, FE, NCGC | Class II Expires 2025 | yes | | Siraj Nour El-Ahmadi | 59 | 2013 | CC*, NCGC, OC | Class I Expires 2024 | yes | | Frederick J. Leonberger | 76 | 2017 | NCGC*, CC, OC | Class I Expires 2024 | yes | | Craig Ciesla | 51 | 2022 | AC, NCGC | Class II Expires 2025 | yes | | Laila S. Partridge | 59 | 2023 | AC, NCGC | Class III Expires 2026 | yes |
Identity of Directors
AC - Audit Committee CEO - Chief Executive Officer COB - Chair of the Board of Directors (executive) LD – Lead Director CC - Compensation Committee ED – Employee Director FE - Financial Expert NCGC – Nominating and Corporate Governance Committee P, COO, S – President, Chief Operating Officer, Secretary OC – Operations Committee * Committee Chair
Business experience of Directors
Business experience of Directors Dr. Michael Lebby. Dr. Lebby has served as our Chief Executive Officer since May 1, 2017 and as a director of our Company since August 26, 2015. He was appointed Chair of the Board effective October 1, 2022. Dr. Lebby also previously served a member of our Operations Committee until April 30, 2017. Dr. Lebby is in charge of the overall general management of the Company and supervision of Company policies, setting the Company’s strategies, formulating and overseeing the Company’s business plan, raising capital, expanding the Company’s management team and the general promotion of the Company. From June 2013 to 2015, Dr. Lebby has served as President and CEO of OneChip Photonics, Inc., a privately held company headquartered in Ottawa, Canada. OneChip Photonics developed low-cost, small-footprint, high-performance indium phosphide (InP)-based photonic integrated circuits (PICs) and PIC-based optical sub-assemblies (OSAs) for the Data Center markets. Also, from 2013 to 2015 Dr. Lebby served as part-time full professor, and chair of optoelectronics at Glyndwr University in Wales, UK, to bring forward advanced materials, device, and integrated photonics-based technologies for the datacenter and high-performance computing markets. During the period 2014 to 2016, Dr. Lebby focused on a foundry-based model for InP-based photonic integrated circuits (PICs) and optoelectronic integrated circuits (OEICs) in the datacenter segment and was instrumental in assembling California’s proposal (via USC) to the Federal Government for an integrated photonics manufacturing institute. Dr. Lebby is co-chair of the datacom and also co-chair of the polymer technical teams for the International Photonics System Roadmap (IPRS) efforts to roadmap technologies for the next two-three decades. Dr. Lebby has been chair of the PIC International conference for the past seven years, which is held annually in Europe. Dr. Lebby regularly authors articles for technical journals and magazines, participates in many interviews with technical and investment media, and gives both financial/banking as well as technical presentations for Lightwave Logic, Inc. Dr. Lebby holds a Ph.D., a higher doctorate in engineering (D. Eng), a MBA, and a bachelor’s degree, all from the University of Bradford, United Kingdom. Dr. Lebby has over 230 issued utility patents with the USPTO. This number expands to over 450 if international derivative patents are included. Mr. James S. Marcelli. Mr. Marcelli has served as an officer and director of our Company since August 2008. Since May 2012, Mr. Marcelli has served as our Company’s President and Chief Operating Officer, and he was named our Secretary in March 2018. Previously, from August 2008 to April 2012, Mr. Marcelli served as our President and Chief Executive Officer. Mr. Marcelli is in charge of the day-to-day operations of our Company and its movement to a fully functioning commercial corporation, and also serves as our Company’s Principal Financial Officer. Since 2000, Mr. Marcelli has served as the president and chief executive officer of Marcelli Associates, a consulting company that offers senior management consulting, mentoring, and business development services to start-up and growth companies. Business segments Mr. Marcelli has worked with included an Internet networking gaming center, high-speed custom gaming computers, high tech manufacturing businesses and business service companies. Mr. Ronald A. Bucchi. Mr. Bucchi has served as a director of our Company since June 11, 2012, and as our Lead Director since March 16, 2023. He currently also serves as the Chair of our Audit Committee and as a member of our Nominating and Corporate Governance Committee. Mr. Bucchi is currently a self-employed C.P.A., CGMA with a specialized practice that concentrates in CEO consulting, strategic planning, mergers, acquisitions, business sales and tax. He works with domestic and international companies. Mr. Bucchi is a former member of the board of directors of First Connecticut Bancorp, Inc., having served as Lead Director, Chair of the Audit Committee, Governance Chairman and a member of the Asset Liability Committee and Loan Committee. The Bank sold in September of 2018. He is currently a member of the Board of Directors of Baker Street Scientific, Inc., the Treasurer and a member of the Board of Directors of the Petit Family Foundation, Inc. and the Farmington Bank Foundation, Inc. He has served on numerous other community boards and is past Chairman of the Wheeler Clinic and the Wheeler YMCA. He is a member of the Connecticut Society of Certified Public Accountants, American Institute of Certified Public Accountants and Chartered Global Management Accountant. Mr. Bucchi is a graduate of the Harvard Business School Executive Education program with completed course studies in general board governance, audit and compensation and a graduate of Central Connecticut State University where he received his B.S. in Accounting. Mr. Siraj Nour El-Ahmadi. Mr. El-Ahmadi has served as a director of our Company since October 2, 2013, and he currently serves as the Chair of our Compensation Committee and as a member of our Nominating and Corporate Governance Committee and Operations Committee. Since 2004, Mr. El-Ahmadi has served as Founder, President and Chief Executive Officer of Menara Networks, a developer of innovative products and solutions that simplify layered optical transport networks. Mr. El-Ahmadi has over 17 years of experience in optical transmission in particular and the telecom industry in general. Prior to founding Menara, Mr. El-Ahmadi served as Vice President-Marketing & Product Management at Nortel where he was responsible for the OPTera LH 4000 ULR product (acquired from Qtera) that achieved over $200M in revenues in its first two years. Prior to that, Mr. El-Ahmadi was the Product Architect & Vice President of Product Management at Qtera Corporation, a successful technology start-up acquired by Nortel in 2000 for $3.25 billion. Mr. El-Ahmadi also held a Senior Manager position at Bell Northern Research and worked as a Transmission Engineer at WilTel (WorldCom) where he evaluated and deployed the world’s first bidirectional EDFA and bi-directional WDM transmission. Mr. El-Ahmadi holds a BS and MS in Electrical Engineering from the University of Oklahoma, is a member of Eta Kappa Nu and is the inventor of 11 patents, issued or pending, in the area of optical communications. He has authored a number of publications and is a frequent speaker at telecom and optical networking events and conferences.
Business experience of Directors
Dr. Frederick J. Leonberger. Dr. Leonberger has served as a director of our Company since April 1, 2017, and he currently serves as the Chair of our Nominating and Corporate Governance Committee and as a member of our Compensation Committee and Operations Committee. Since 2010, Dr. Leonberger has served as the Principal of EOvation Advisors LLC, a private technology and business advisory firm and presently serves as a board member for various private photonics companies and as a Professor at the Institute for Advanced Discovery & Innovation, University of South Florida. Dr. Leonberger is a widely known technologist and industry leader in the field of photonics and fiber optics. For the past 40 years he has been a leading contributor to the development of a variety of important optical devices, company leadership, product and business strategy, and commercialization. The integrated optical modulator technology he and his colleagues pioneered has been used pervasively for over 20 years to encode data at multi-Gb/s rates in long-haul fiber optic networks (the Internet "superhighways"). He previously served as senior vice president and chief technology officer of JDS Uniphase Corporation (JDSU, now Lumentum), a leading optical components company, from 1995 until his retirement in 2003, where he played a lead role in technology strategy, mergers and acquisitions and intellectual property activities. Prior to JDSU, he was co-founder and general manager of United Technologies Photonics (UTP), a high-speed optical modulator company, and held research management positions at United Technologies Research Center (UTRC) and MIT Lincoln Laboratory. Dr. Leonberger received a B.S.E. from the University of Michigan and a M.S. and Ph.D. from MIT, all in electrical engineering. He is a member of the National Academy of Engineering and the recipient of several industry awards. Dr. Craig Ciesla. Dr. Ciesla has served as a director of our Company since January 17, 2022, and he currently serves as a member of our Audit Committee and Nominating and Corporate Governance Committee. Since June 2017, Dr. Ciesla has served as the Vice President, Head of the Advanced Platforms and Devices Group at Illumina, a leading provider of DNA sequencing and array technologies, where he leads a team driving innovation in sequencing platforms, microfluidics, electronics, and nanofabrication. Prior to Illumina, from June 2016 to June 2017, he was Vice President of Engineering at Kaiam, where he was responsible for the development and production of 100G transceivers for the data-center market. He was also the founding CEO of Tactus Technology, an innovator in the user interface industry, where he was the co-inventor of Tactus’ polymer morphing screen technology. Before Tactus he had a variety of roles at Intel, JDSU (now Lumentum), Bookham (now Oclaro) and Ignis Optics developing a wide range of products in the fiber-optics market. He started his career at Toshiba Research Europe, where he performed early terahertz images of skin cancer. Dr. Ciesla holds a BSc (Hons.) in Applied Physics and Ph.D. in Physics from Heriot-Watt University in Edinburgh. Ms. Laila Partridge. Ms. Partridge has served as a director of our Company since August 1, 2023, and she currently serves as a member of our Audit Committee and Nominating and Corporate Governance Committee. Ms. Partridge brings over 30 years of executive experience in technology, corporate innovation and finance to the Board– having worked with a wide range of technologies, including telecommunications, internet infrastructure, AI, internet of things and more. She was named by Boston Business Journal as one of the ten “2017 Women to Watch in Science and Technology". She currently serves as Founder and Chief Executive Officer of The HardTech Project, a new venture with a novel approach to early-stage hardware investing. She also currently serves on the board of directors of Cambridge Bancorp (NASDAQ: CATC) and is a member of its Audit Committee and Compensation Committee. Previously, she was Managing Director of the STANLEY + Techstars Accelerator where she directed a global effort for Stanley Black & Decker’s Chief Technology Officer to identify and invest in innovative technologies for industrial applications with an emphasis on electrification, sustainability and advanced manufacturing. Prior to that, she began her technology career at Intel Capital, serving as a Director of Strategic Investments. Ms. Partridge began her career as a VP of Corporate Banking at Wells Fargo, where she led complex corporate finance transactions for the Company’s senior secured debt agencies in the Midwest. The Board of Directors believes that each of the Directors named above has the necessary qualifications to be a member of the Board of Directors. Each Director has exhibited during his/her prior service as a director the ability to operate cohesively with the other members of the Board of Directors. Moreover, the Board of Directors believes that each director brings a strong background and skill set to the Board of Directors, giving the Board of Directors as a whole competence and experience in diverse areas, including corporate governance and board service, finance, management and industry experience. During the past ten years, none of our directors or nominees for director have been involved in any of the proceedings described in Item 401(f) of Regulation S-K.
Executive Compensation Objectives and Philosophy
| • | focus executive behavior on achievement of our corporate mission and long-term corporate objectives and strategy; |
Cash Bonuses
Cash Bonuses During 2021, 2022 and 2023 the Compensation Committee considered certain financial, strategic and operational goals that were achieved by our Company during those years, in addition to benchmark results against historical stock performance and the stock performance of peers to determine cash bonus compensation during 2021. Although the Compensation Committee did not utilize stock performance as an important component for executive compensation during 2022 and 2023, the Compensation Committee recognizes the creation of sustainable shareholder value is important to the long-term interests of the shareholders, as a result, strategic and operational goals were the most important components for the determination of cash bonuses for our overall executive compensation program during 2022 and 2023. The following summarizes the executive cash bonus awards paid to our executive officers, separated based on both the timing of the payment and the performance year for which the bonus was earned:
Cash Bonuses
| | | Earned for year | | | Paid in Year | | | | | Name | Year | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | 2024 | | | 2023 | — | — | 74,025 | — | — | — | 74,025 | | Dr. Michael S. Lebby | 2022 | — | 134,000 | — | — | — | 134,000 | — | | | 2021 | 2,629,600 | — | — | 2,129,600 | 500,000 | — | — | | | | 2,629,600 | 134,000 | 74,025 | 2,129,600 | 500,000 | 134,000 | 74,025 | | | 2023 | — | — | 58,984 | — | — | — | 58,984 | | James S. Marcelli | 2022 | — | 93,800 | — | — | — | 93,800 | — | | | 2021 | 2,608,720 | — | — | 2,108,720 | 500,000 | — | — | | | | 2,608,720 | 93,800 | 58,984 | 2,108,720 | 500,000 | 93,800 | 58,984 |
Long-term Equity Compensation
Long-term Equity Compensation Long-term equity compensation allows the executive officers to share in any appreciation in the value of our common stock. Our Compensation Committee believes that stock option participation aligns executive officers’ interests with those of the shareholders. The amounts of the awards are designed to reward past performance, create incentives to meet long-term objectives and ensure that we retain executive talent over a longer period of time. Awards are based upon various factors, including market conditions. Stock option awards provide our executive officers with the right to purchase shares of our common stock at a fixed exercise price, and stock option vest over time, subject to continued employment with our Company over the vesting period. Stock options generally vest monthly or quarterly over a period of one year. All stock options have an exercise price equal to fair market value of our common stock on the date of grant, which is equal to our closing market price on such date, and are issued from the Company’s 2016 Equity Incentive Plan. Dr. Lebby. The Compensation Committee granted Dr. Lebby the following stock options to purchase shares of Company common stock: On: (i) April 19, 2021, an option to purchase up to 250,000 shares of Company common stock at an exercise price equal to $1.60 per share. The options vest quarterly over two years in equal installments of 31,250 shares per quarter beginning on May 1, 2021. The options expire on April 18, 2031, (ii) January 18, 2022, an option to purchase up to 100,000 shares of Company common stock at an exercise price equal to $9.65 per share. The options vest in 12 equal monthly installments over a period of 12 months, with first installments vesting January 31, 2022. The options expire on January 17, 2032, and (iii) March 16, 2023, an option to purchase up to 200,000 shares of Company common stock at an exercise price equal to $5.22 per share. The options vest as follows: 50,006 options vested on March 16, 2023, with the remaining options vesting in 9 equal monthly installments beginning on April 1, 2023. The options expire on March 15, 2033. As of the record date, no additional stock options were granted to Dr. Lebby during 2024. Mr. Marcelli. The Compensation Committee granted Mr. Marcelli the following stock options to purchase shares of Company common stock: On: (i) April 19, 2021, an option to purchase up to 250,000 shares of Company common stock at an exercise price equal to $1.60 per share. The options vest quarterly over two years in equal installments of 31,250 shares per quarter beginning on May 1, 2021. The options expire on April 18, 2031, (ii) January 18, 2022, an option to purchase up to 80,000 shares of Company common stock at an exercise price equal to $9.65 per share. The options vest in 12 equal monthly installments over a period of 12 months, with first installments vesting January 31, 2022. The options expire on January 17, 2032, and (iii) March 16, 2023, an option to purchase up to 160,000 shares of Company common stock at an exercise price equal to $5.22 per share. The options vest as follows: 40,003 options vested on March 16, 2023, with the remaining options vesting in 9 equal monthly installments beginning on April 1, 2023. The options expire on March 15, 2033. As of the record date, no additional stock options were granted to Mr. Marcelli during 2024.
2023 Summary Compensation Table
2023 Summary Compensation Table The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers for the fiscal years ended December 31, 2023, 2022 and 2021.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c)(1) | (d) | (e)(2) | (f)(3) | (g) | | Dr. Michael S. Lebby | 2023 | 420,000 | 74,025 | 848,478 | 3,878 | 1,346,381 | | CEO; Director | 2022 | 400,000 | 134,000 | 922,205 | 3,791 | 1,459,996 | | | 2021 | 284,750 | 2,629,600 | 153,875 | 5,096 | 3,073,321 | | James S. Marcelli | 2023 | 367,500 | 58,984 | 678,782 | 3,019 | 1,108,385 | | President; COO; Sec., Director | 2022 | 350,000 | 93,800 | 770,288 | 2,903 | 1,216,991 | | | 2021 | 269,475 | 2,608,720 | 153,875 | 3,550 | 3,034,845 |
Summary Compensation Table
| 1. | The named executive officer’s compensation includes the amount for services rendered to the Company in his capacity as both an officer and a director. |
Summary Compensation Table
| 2. | The aggregate fair value of awards and options in column (e) are computed in accordance with FASB ASC 718. All assumptions made in the valuation are more fully described in Note 12 - Stock Based Compensation of Notes to Financial Statements. The amounts shown in columns (e) do not reflect dollar amounts actually received by our named executive officers. |
Summary Compensation Table
| 3. | The amount in column (f) reflects a salary gross up for long term disability premium payments. |
Summary Compensation Table
At no time during the last fiscal year was any outstanding option otherwise modified or re-priced, and there was no tandem feature, reload feature, or tax-reimbursement feature associated with any of the stock options we granted to our executive officers or otherwise. We grant stock awards and stock options to our executive officers based on their level of experience and contributions to our Company. The aggregate fair value of awards and options are computed in accordance with FASB ASC 718 and are reported in the Summary Compensation Table above in the columns (e) and (f).
2023 Grants Of Plan-Based Awards Table
2023 Grants Of Plan-Based Awards Table The following table shows stock option and stock grants made to executive officers during 2023.
2023 Grants Of Plan-Based Awards Table
| | Option Awards(1) | | | | Stock Awards | | | | | Number | | Grant Date | Number of Shares | Grant Date | | | | of Stock | Exercise | Fair Value of | or Units of Stock | Fair Value of | | Name | Grant Date | Options (#) | Price ($) | Options ($) | Issued | Options ($) | | Dr. Michael S. Lebby | 3/16/2023 | 200,000 | 5.22 | 848,478 | — | — | | James S. Marcelli | 3/16/2023 | 160,000 | 5.22 | 678,782 | — | — |
2023 Grants Of Plan-Based Awards Table
| 1. | Issued from the Company’s 2016 Equity Incentive Plan. |
Outstanding Equity Awards At Fiscal Year-End
Outstanding Equity Awards At Fiscal Year-End The table below summarizes all of the outstanding equity awards for our named executive officers as of December 31, 2023, our latest fiscal year end.
Outstanding Equity Awards At Fiscal Year-End
| | Option Awards | | | | | | Name | Number of securities underlying unexercised options(#) exercisable | Number of securities underlying unexercised options(#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options | Option exercise price | Option expiration date | | | | | (#) | ($) | | | (a) | (b) | (c) | (d) | (e) | (f) | | Dr. Michael S. Lebby | 200,000 | — | — | 0.69 | 08/25/25 | | CEO, Director(1)(3) | 50,000 | — | — | 0.68 | 01/28/26 | | | 50,000 | — | — | 0.85 | 01/16/27 | | | 350,000 | — | — | 0.70 | 03/19/27 | | | 100,000 | — | — | 1.04 | 04/07/29 | | | 250,000 | — | — | 1.60 | 04/18/31 | | | 100,000 | — | — | 9.65 | 01/17/32 | | | 200,000 | — | — | 5.22 | 03/15/33 | | James S. Marcelli | 50,000 | — | — | 0.67 | 08/09/25 | | President, COO, Sec., | 1,150,000 | — | — | 0.70 | 06/30/25 | | Director(2)(3) | 100,000 | — | — | 1.04 | 04/07/29 | | | 250,000 | — | — | 1.60 | 04/18/31 | | | 80,000 | — | — | 9.65 | 01/17/32 | | | 160,000 | — | — | 5.22 | 03/15/33 |
Outstanding Equity Awards At Fiscal Year-End
1. Dr. Lebby received an option to purchase up to:
Outstanding Equity Awards At Fiscal Year-End
| • | 200,000 shares of Common Stock, of which 50,000 shares vested on August 26, 2015 and the remaining shares vest in equal annual installments of 50,000 options per year commencing on August 26, 2016; |
Outstanding Equity Awards At Fiscal Year-End
| • | 50,000 shares of Common Stock, of which 20,000 shares vested on February 11, 2016 and the remaining shares vested quarterly in equal installments of 10,000 options per quarter commencing on April 1, 2016; |
Outstanding Equity Awards At Fiscal Year-End
| • | 50,000 shares of Common Stock, of which 20,000 shares vested on January 17, 2017 and the remaining shares vested quarterly in equal installments of 10,000 options per quarter commencing on April 1, 2017; |
Outstanding Equity Awards At Fiscal Year-End
| • | 350,000 shares of Common Stock, which vest quarterly over one year in equal installments of 87,500 shares per quarter beginning May 1, 2017; |
Outstanding Equity Awards At Fiscal Year-End
| • | 100,000 shares of Common Stock, of which 12,500 shares vested on May 1, 2019 and the remaining shares vested quarterly in equal installments of 12,500 options per quarter commencing on August 1, 2019; |
Outstanding Equity Awards At Fiscal Year-End
| • | 250,000 shares of Common Stock, of which 31,250 shares vested on May 1, 2021 and the remaining shares vested quarterly in equal installments of 31,250 options per quarter commencing on August 1, 2021; |
Outstanding Equity Awards At Fiscal Year-End
| • | 100,000 shares of Common Stock, of which 8,337 shares vested on January 31, 2022 and the remaining shares vested monthly in equal installments of 8,333 options per month; and |
Outstanding Equity Awards At Fiscal Year-End
| • | 200,000 shares of Common Stock, of which 50,006 shares vested on April 1, 2023 and the remaining shares vested monthly in equal installments of 16,666 options per month. |
Outstanding Equity Awards At Fiscal Year-End
2. Mr. Marcelli received an option to purchase up to:
Outstanding Equity Awards At Fiscal Year-End
| • | 50,000 shares of Common Stock, of which 12,500 shares vested on August 10, 2015 and the remaining shares vested quarterly in equal installments of 12,500 shares; |
Outstanding Equity Awards At Fiscal Year-End
| • | 1,150,000 shares of Common Stock at an exercise price of $.70 that vested immediately; |
Outstanding Equity Awards At Fiscal Year-End
| • | 100,000 shares of Common Stock, of which 12,500 shares vested on May 1, 2019 and the remaining shares vested quarterly in equal installments of 12,500 options per quarter commencing on August 1, 2019; |
Outstanding Equity Awards At Fiscal Year-End
| • | 250,000 shares of Common Stock, of which 31,250 shares vested on May 1, 2021 and the remaining shares vested quarterly in equal installments of 31,250 options per quarter commencing on August 1, 2021; |
Outstanding Equity Awards At Fiscal Year-End
| • | 80,000 shares of Common Stock, of which 6,674 shares vested on January 31, 2022 and the remaining shares vested monthly in equal installments of 6,666 options per month; and |
Outstanding Equity Awards At Fiscal Year-End
| • | 160,000 shares of Common Stock, of which 40,003 vested on April 1, 2023 and the remaining shares vested monthly in equal installments of 13,333 options per month. |
Outstanding Equity Awards At Fiscal Year-End
| 3. | In the event of a change in control of our Company, such person’s options will become fully vested and/or exercisable, as the case may be, immediately prior to such change in control, and shall remain exercisable as set forth in their stock option agreement. |
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023
| | Option Awards | | Stock Awards | | | Named executive officer | Number of shares acquired on exercise (#) | Value realized on exercise(1) ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | James S. Marcelli | 100,000 | 360,000 | — | — |
Option Exercises and Stock Vested in 2023
| 1. | Value determined by multiplying the number of shares acquired on exercised by the difference between the market price (closing price) of our Company’s common stock at exercise and the exercise price. |
Pension Benefits, Non-qualified Defined Contribution and Other Non-qualified Deferred Compensation
Pension Benefits, Non-qualified Defined Contribution and Other Non-qualified Deferred Compensation No pension benefits were paid to any of our executive officers during the last completed fiscal year. We do not currently sponsor any non-qualified defined contribution plans or non-qualified deferred compensation plans.
Potential Payments Upon Termination or Change In Control
Potential Payments Upon Termination or Change In Control Other than the provisions of the executive severance benefits to which our executive officers would be entitled to at December 31, 2023 as set forth in Employee, Severance, Separation and Change in Control Agreements above, we have no liabilities under termination or change in control conditions. We do not have a formal policy to determine executive severance benefits. Each executive severance arrangement is negotiated on an individual basis. The tables below estimate the current value of amounts payable to our executive officers in the event that a termination of employment occurred on December 31, 2023. In the event an executive officer is terminated (i) by the Company for cause, or disability, or (ii) by an executive officer (a) prior to expiration of the term, or (b) upon expiration of the term without renewal, no compensation is due to that executive officer. The closing price of our common stock, as reported on the Nasdaq Capital Market, was $4.98 on December 29, 2023. The following tables exclude certain benefits, such as health and welfare benefits, disability benefits and a 401(k) plan that are available to all employees generally. The actual amount of payments and benefits that would be provided can only be determined at the time of a change in control and/or the executive officer’s qualifying separation from the Company.
Compensation of Directors
Compensation of Directors Set forth below is a summary of the compensation of our directors during our December 31, 2023 fiscal year.
Compensation of Directors
| | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in pension value and nonqualified deferred compensation earnings | All Other Compensation | Total | | Name | ($)(1) | ($)(2) | ($)(3) | ($) | ($) | ($) | ($) | | Ronald A. Bucchi | 63,750 | 170,000(4) | 636,358(8) | — | — | — | 870,108 | | Siraj Nour El-Ahmadi | 159,500 | 124,998(5) | 530,299(9) | — | — | — | 814,798 | | Frederick Leonberger | 208,300 | 124,998(5) | 530,299(9) | — | — | — | 863,598 | | Craig Ciesla | 30,000 | 100,000(6) | 424,239(10) | — | — | — | 554,239 | | Laila Partridge(x) | 7,500 | 41,670(7) | 227,940(11) | — | — | — | 227,110 |
Compensation of Directors
| 1. | The amount in this column reflects cash compensation received under the 2023 Director Compensation Program. With respect to Dr. Leonberger, it also reflects cash compensation he received of $15,400 per month for serving on our Operations Committee. With respect to Siraj Nour El-Ahmadi, it also reflects cash compensation he received of $11,000 per month for serving on our Operations Committee. |
Compensation of Directors
| 2. | The stock awards in this column reflect 99,616 restricted stock awards issued on March 16, 2023 with a grant date fair value of $5.22 that vest in total 8,338 shares on March 16, 2023 with the remaining awards vesting in 33 monthly installments in total of 2,766 shares commencing on April 1, 2023, except for Laila Partridge for whom 6,238 awards with a grant date fair value of $6.68 were issued on August 1, 2023, with 218 shares vesting on August 1, 2023 and the remaining shares vesting in 28 equal monthly installments in total of 215 shares beginning September 1, 2023. The aggregate fair value of awards in this column is computed in accordance with FASB ASC 718. All assumptions made in the valuation are more fully described in Note 1. Summary of Significant Accounting Policies – Stock-based Payments of Notes to Financial Statements. The amounts shown in this column do not reflect dollar amounts actually received. |
Compensation of Directors
| 3. | The option awards in this column reflect options issued on March 16, 2023 to purchase shares of our Company’s common stock at an exercise price of $5.22 that vest for variable amounts commencing on March 16, 2023, and the remaining shares vesting in 9 equal monthly installments commencing on April 1, 2023, except for Laila Partridge whose options were issued on August 1, 2023 to purchase shares of our Company’s common stock at an exercise price of $6.68, with 8,335 shares vesting on August 1, 2023 and the remaining shares vesting in 4 equal monthly installments commencing on September 1, 2023. The aggregate fair value of awards and options in this column are computed in accordance with FASB ASC 718. All assumptions made in the valuation are more fully described in Note 12 - Stock Based Compensation of Notes to Financial Statements. The amounts shown in this column do not reflect dollar amounts actually received. |
Compensation of Directors
| 4. | Reflects 32,567 restricted stock awards. |
Compensation of Directors
| 5. | Reflects 23,946 restricted stock awards. |
Compensation of Directors
| 6. | Reflects 19,157 restricted stock awards. |
Compensation of Directors
| 7. | Reflects 6,238 restricted stock awards. |
Compensation of Directors
| 8. | Reflects an option to purchase up to 150,000 shares of common stock for board service. |
Compensation of Directors
| 9. | Reflects an option to purchase up to 125,000 shares of common stock for board service. |
Compensation of Directors
| 10. | Reflects an option to purchase up to 100,000 shares of common stock for board service. |
Compensation of Directors
| 11. | Reflects an option to purchase up to 41,667 shares of common stock for board service. |
Compensation of Directors
| x. | Laila Partridge became a member of our Board on August 1, 2023. |
Compensation of Directors
In the event of a change in control of our Company, all of the above person’s options and restricted stock awards become fully vested and/or exercisable, as the case may be, immediately prior to such change in control, and shall remain exercisable as set forth in their stock option agreement.
Director Compensation
Director Compensation On March 16, 2023, our Board adopted the following 2023 compensation schedule for its non-employee directors:
Director Compensation
| • | Lead Director: $25,000 annual cash fee paid quarterly at the end of each quarter, $50,000 RSAs of which $4,167 vest on March 16, 2023, with the remaining awards vesting in 33 equal monthly installments beginning on April 1, 2023, 25,000 options of which 6,250 vest on March 16, 2023, with the remaining options vesting in 9 equal monthly installments beginning on April 1, 2023. |
Director Compensation
| • | Audit Committee Chair: $45,000 annual cash fee paid quarterly at the end of each quarter, $120,000 RSAs of which $10,000 vest on March 16, 2023, with the remaining awards vesting in 33 equal monthly installments beginning on April 1, 2023, 125,000 options of which 31,250 vest on March 16, 2023, with the remaining options vesting in 9 equal monthly installments beginning on April 1, 2023. |
Director Compensation
| • | Compensation Committee Chair: $37,500 annual cash fee paid quarterly at the end of each quarter, $125,000 RSAs of which $10,416 vest on March 16, 2023, with the remaining awards vesting in 33 equal monthly installments beginning on April 1, 2023, 125,000 options of which 31,250 vest on March 16, 2023, with the remaining options vesting in 9 equal monthly installments beginning on April 1, 2023. |
Director Compensation
| • | Nom/Corporate Gov. Committee Chair: $37,500 annual cash fee paid quarterly at the end of each quarter, $125,000 RSAs of which $10,416 vest on March 16, 2023, with the remaining awards vesting in 33 equal monthly installments beginning on April 1, 2023, 125,000 options of which 31,250 vest on March 16, 2023, with the remaining options vesting in 9 equal monthly installments beginning on April 1, 2023. |
Director Compensation
| • | Other Directors: $30,000 annual cash fee paid quarterly at the end of each quarter, $100,000 RSAs of which $8,334 vest on March 16, 2023, with the remaining awards vesting in 33 equal monthly installments beginning on April 1, 2023, 100,000 options of which 25,000 vest on March 16, 2023, with the remaining options vesting in 9 equal monthly installments beginning on April 1, 2023. |
Director Compensation
Director compensation for 2024 has not yet been determined.
CEO Pay Ratio
CEO Pay Ratio Under the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, we are required to provide a reasonable estimate of the ratio of the annual total compensation of Dr. Lebby, our Chief Executive Officer, to the median of the annual total compensation of our other employees. For our last completed year, which ended December 31, 2023:
CEO Pay Ratio
| • | The median of the annual total compensation of all of our employees (other than Dr. Lebby) was approximately $212,019. This annual total compensation is calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, and reflects, among other things, salary, bonus earned, and option related compensation for fiscal 2023. |
CEO Pay Ratio
| • | Dr. Lebby's annual total compensation for fiscal 2023, as reported in the Summary Compensation Table included in this Proxy Statement, was $1,346,381. |
CEO Pay Ratio
| • | Based on the above, for fiscal 2023, the ratio of Dr. Lebby's annual total compensation to the median of the annual total compensation of all employees was approximately 6:1. |
CEO Pay Ratio
This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended, and applicable guidance and is based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies, even companies within the same industry as us, may not be comparable to our pay ratio as disclosed above. The methodology, including any material assumptions, adjustments and estimates, we used to calculate the pay ratio is described below.
CEO Pay Ratio
| • | For purposes of the pay ratio calculation, we included all of our employees as of December 31, 2023. As of December 31, 2023, our workforce consisted of 30 full-time employees. |
CEO Pay Ratio
| • | To identify the median employee from the employee population described above, we determined the sum of each employee's (i) annual base salary as of December 31, 2023 (calculated as annual base pay using annual base salary), plus (ii) earned annual cash bonus for 2023, plus (iii) relocation paid to an employee during 2023. Annual total compensation incudes full-time employees who joined in 2023 were assumed to have worked for the entire year, and thus we annualized the pay of such new hires. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of all of our employees. |
CEO Pay Ratio
| • | Once we identified our median employee, we calculated the median employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, including for this purpose, option related compensation for fiscal 2023 yielding the median annual total compensation disclosed above. With respect to Dr. Lebby's annual total compensation, we used the amount reported in the “Total” column of the 2023 Summary Compensation Table. |
Pay Versus Performance
Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The following tables provides information regarding compensation actually paid to our principal executive officers, or PEO, and other NEOs for each year from 2020 to 2023, compared to our total shareholder return (TSR) from December 31, 2019 through the end of each such year, and our net income for each such year.
Pay Versus Performance
| | | | | | | | | Value of Initial Fixed | | | | | | | Value of Initial Fixed $100 | | | $100 Investment | | | | | | | Investment Based On: | | | Based On: | | Year | Summary Compensation Table Total for PEO ($) (1) (2) | Compensation Actually Paid to PEO ($) (1) (3) | Compensation Table Total for Non-PEO NEO ($) (4) | Compensation Actually Paid for Non-PEO NEO ($) (5) | Total Shareholder Return ($) (6) | Solactive EPIC Core Photonic USD Index Total Shareholder Return ($) (7) | Net Loss ($) (8) | NASDAQ Composite Index Total Shareholder Return ($) (9) | | 2023 | 1,346,381 | 1,454,564 | 1,108,385 | 1,208,378 | 711 | 113 | (21,038,032) | 186 | | 2022 | 1,459,996 | 200,166 | 1,216,991 | (7,379) | 616 | 100 | (17,230,480) | 128 | | 2021 | 3,073,321 | 5,683,051 | 3,034,845 | 5,644,575 | 2,126 | 175 | (18,631,381) | 189 | | 2020 | 323,452 | 281,982 | 306,867 | 265,397 | 133 | 140 | (6,715,564) | 149 |
Pay Versus Performance
| (1) Our PEO for 2020, 2021, 2022 and 2023 was Dr. Michael S. Lebby. |
Pay Versus Performance
| (2) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for each listed year. |
Pay Versus Performance
| (3) Represents the compensation actually paid to our PEO in each year listed. Compensation actually does not mean that our PEO was actually paid those amounts in the listed year. This dollar amount is derived from the starting point of Summary of Compensation Table total compensation under the methodology prescribed under the SEC’s rules, as shown in the table below: |
Pay Versus Performance
| PEO | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $1,346,381 | $1,459,996 | $3,073,321 | $323,452 | | Subtract grant date fair value of option awards and stock awards granted in fiscal year | (848,478) | (922,205) | (153,875) | (42,178) | | Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | — | — | 2,188,521 | — | | Adjust for change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal year | — | (319,842) | — | 1,905 | | Add fair value at vesting of option awards and stock awards granted in fiscal year that vested during the year | 889,431 | 626,983 | 564,390 | — | | Adjust for change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during the fiscal year | 67,230 | (644,766) | 10,694 | (1,197) | | Subtract fair value as of prior fiscal year-end of option awards and stock awards granted in the prior fiscal years that failed to meet applicable vesting conditions during the fiscal year | — | — | — | — | | Compensation actually paid | $1,454,564 | $200,166 | $5,683,051 | $281,982 |
Pay Versus Performance
The assumptions used for determining the fair values of outstanding and unvested option awards shown in this table are different from those used to determine the fair values disclosed as of the grant date of such awards. The assumptions used for determining fair values shown in the table are:
Pay Versus Performance
| | 2023 | 2022 | 2021 | 2020 | | Expected life (in years) | 8.21 - 10.0 years | 8.30 - 9.97 years | 8.21 - 9.97 years | 8.30 - 9.19 years | | Volatility | 76.60% - 78.01% | 74.16% - 77.51% | 71.70% - 76.30% | 69.80% - 70.78% | | Risk-free rate | 3.39% - 4.77% | 1.79% - 4.1% | 1.09% - 1.63% | 0.56% - 1.54% | | Expected dividend yield | 0% | 0% | 0% | 0% |
Pay Versus Performance
| (4) Our NEO other than our PEO for 2020, 2021, 2022 and 2023 was James S. Marcelli. Represents the total compensation paid to our NEO other than our PEO in each listed year, as shown in our Summary Compensation Table for each listed year. |
Pay Versus Performance
| (5) Represents the compensation actually paid to our NEO other than our PEO in each year listed. Compensation actually paid does not mean that our NEO was actually paid those amounts in the listed year, but this is a dollar amount is derived from the starting point of Summary of Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table below: |
Pay Versus Performance
| NEO other than PEO | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $1,108,385 | $1,216,991 | $3,034,845 | $306,867 | | Subtract grant date fair value of option awards and stock awards granted in fiscal year | (678,782) | (770,288) | (153,875) | (42,178) | | Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | — | — | 2,188,521 | — | | Adjust for change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal year | — | (319,842) | — | 1,905 | | Add fair value at vesting of option awards and stock awards granted in fiscal year that vested during the year | 711,545 | 510,526 | 564,390 | — | | Adjust for change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during the fiscal year | 67,230 | (644,766) | 10,694 | (1,197) | | Subtract fair value as of prior fiscal year-end of option awards and stock awards granted in the prior fiscal years that failed to meet applicable vesting conditions during the fiscal year | — | — | — | — | | Compensation actually paid | $1,208,378 | $(7,379) | $5,644,575 | $265,397 |
Pay Versus Performance
The assumptions used for determining the fair values of outstanding and unvested option awards shown in this table are different from those used to determine the fair values disclosed as of the grant date of such awards. The assumptions used for determining fair values shown in the table are:
Pay Versus Performance
| | 2023 | 2022 | 2021 | 2020 | | Expected life (in years) | 8.21 - 10.0 years | 8.30 - 9.97 years | 8.21 - 9.97 years | 8.30 - 9.19 years | | Volatility | 76.60% - 78.01% | 74.16% - 77.51% | 71.70% - 76.30% | 69.80% - 70.78% | | Risk-free rate | 3.39% - 4.77% | 1.79% - 4.1% | 1.09% - 1.63% | 0.56% - 1.54% | | Expected dividend yield | 0% | 0% | 0% | 0% |
Pay Versus Performance
| (6) The total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. |
Pay Versus Performance
| (7) The peer group used is the Solactive EPIC Core Phototonics USD Index NTR, as used the Company’s performance graph in our annual report. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. |
Pay Versus Performance
| (8) The dollar amounts reported are the Company’s GAAP net income (loss) reflected in the Company’s audited financial statements. |
Pay Versus Performance
| (9) The Company selected measure is the NASDAQ Composite Index, as used the Company’s performance graph in our annual report. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. |
Description of Relationship Between Compensation Actually Paid and Performance
Description of Relationship Between Compensation Actually Paid and Performance Compensation Actually Paid, as determined under rules adopted pursuant to the Dodd-Frank Act and reflected in the Pay Versus Performance table above for our CEO (PEO) and cumulative total shareholder return (TSR) were both higher in 2021 and 2023 relative to 2020. The cumulative TSR for 2022 was higher relative to 2020, but the CEO Compensation Actually Paid was lower in 2022 relative to 2020. Compensation Actually Paid, as determined under rules adopted pursuant to the Dodd-Frank Act and reflected in the Pay Versus Performance table above for our COO (NEO other than PEO) and cumulative total shareholder return (TSR) were both higher in 2021 and 2023 relative to 2020. The cumulative TSR for 2022 was higher relative to 2020, but the COO Compensation Actually Paid was lower in 2022 relative to 2020. During 2020, our cumulative TSR was less than the cumulative TSR of the Solactive EPIC Core Photonic USD Index as well as the cumulative TSR of the NASDAQ Composite Index measured on the same basis. During 2021, 2022 and 2023 our cumulative TSR outperformed the cumulative TSR of the Solactive EPIC Core Photonic USD Index as well as the cumulative TSR of the NASDAQ Composite Index measured on the same basis. The Company was pre-revenue during 2020, 2021 and 2022 and had limited revenue during 2023, and is in a net loss position during the four-year period covered by this disclosure.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Directors hold office until the end of their respective terms or until their successors have been duly elected and qualified, or until their earlier death, resignation, removal or retirement. Our executive officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors. The Board of Directors is divided into three classes, currently comprised of: (i) two Class I directors, whose terms expire at the 2024 annual meeting; (ii) three Class II directors, whose terms expire at the 2025 annual meeting; and (iii) two Class III directors, whose terms expire at the 2026 annual meeting. The Board believes that a classified Board of Directors provides continuity and stability in pursuing the Company's policies and strategies and reinforces its commitment to long term perspective and value creation.
Nominee for Election as Director
Nominee for Election as Director At the time of the Annual Meeting, our Board of Directors will consist of seven directors: Dr. Michael S. Lebby; James S. Marcelli; Ronald A. Bucchi; Siraj Nour El-Ahmadi; Dr. Frederick J. Leonberger, Dr. Craig Ciesla and Laila Partridge. At the Annual Meeting, the shareholders will elect: (i) two Class I directors to serve until the 2027 Annual Meeting or until their successors have been duly elected and qualified, or until their earlier death, resignation, removal or retirement. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board proposes that the individuals listed below as the Class I nominees be elected as Class I directors. The nominees have agreed to serve if elected, and our Board of Directors has no reason to believe that the nominees will be unavailable or will decline to serve. In the event, however, that a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is selected by the Nominating and Corporate Governance Committee and approved by the current Board of Directors to fill the vacancy. The Company’s Nominating and Corporate Governance Committee may evaluate individuals in the future to consider additional members for our Board of Directors following the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named. The names of the Class I nominees are set forth below:
Nominee for Election as Director
| Name | Age | Year First Elected Director | Positions/Committees | Director Class/ Term | Independent | | Siraj Nour El-Ahmadi | 59 | 2013 | CC*, NCGC, OC | Class I Expires 2024 | yes | | Frederick J. Leonberger | 76 | 2017 | NCGC*, CC, OC | Class I Expires 2024 | yes |
Directors Not Standing for Election
Directors Not Standing for Election The names of the Directors who are not standing for election at the Annual Meeting are the Class II directors, whose terms expire in 2025; and the Class III directors, whose terms expire in 2026:
Directors Not Standing for Election
| Name | Age | Year First Elected Director | Positions/Committees | Director Class/ Term | Independent | | Michael S. Lebby | 63 | 2015 | CEO, COB | Class II Expires 2025 | no | | James S. Marcelli | 76 | 2008 | P, COO, S, ED | Class III Expires 2026 | no | | Ronald A Bucchi | 69 | 2012 | LD, AC*, FE, NCGC | Class II Expires 2025 | yes | | Craig Ciesla | 51 | 2022 | AC, NCGC | Class II Expires 2025 | yes | | Laila S. Partridge | 59 | 2023 | AC, NCGC | Class III Expires 2026 | yes |
Directors Not Standing for Election
AC - Audit Committee CEO - Chief Executive Officer COB - Chair of the Board of Directors (executive) LD – Lead Director CC - Compensation Committee ED – Employee Director FE - Financial Expert NCGC – Nominating and Corporate Governance Committee P, COO, S – President, Chief Operating Officer, Secretary OC – Operations Committee * Committee Chair