DEF 14A of Lightwave Logic, Inc., Mar 28, 2025

DEF 14A of Lightwave Logic, Inc.

Filed Mar 28, 2025 · FY20240001079973-25-000511

Open on EDGAR

  1. What percentages of stock do the directors and officers own?

    What percentages of stock do the directors and officers own? Together, they own approximately 4.2% 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.

  2. 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.

  3. 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.

  4. INFORMATION REGARDING DIRECTORS, EXECUTIVE

    INFORMATION REGARDING DIRECTORS, EXECUTIVE

  5. OFFICERS AND CORPORATE GOVERNANCE

    OFFICERS AND CORPORATE GOVERNANCE

  6. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our 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.

  7. Identity of Directors

    Identity of Directors

  8. Identity of Directors

    | Name | Age | Year First Elected Director | Positions/Committees | Director Class/ Term | Independent | | Yves LeMaitre | 60 | 2024 | CEO, ED | Class I Expires 2027 | no | | James S. Marcelli | 77 | 2008 | CFO, COO, S, ED | Class III Expires 2026 | no | | Ronald A Bucchi | 70 | 2012 | COB, AC*, FE, NCGC | Class II Expires 2025 | yes | | Siraj Nour El-Ahmadi | 60 | 2013 | AVP | Class I Expires 2027 | no | | Craig Ciesla | 52 | 2022 | AC, CC, NCGC | Class II Expires 2025 | yes | | Laila S. Partridge | 60 | 2023 | AC, CC*, NCGC | Class III Expires 2026 | yes | | Thomas Connelly, Jr. | 72 | 2024 | CC, NCGC* | Class III Expires 2026 | yes |

  9. Identity of Directors

    AC - Audit Committee AVP - Acting VP of Engineering (non-employee) CEO - Chief Executive Officer COB - Chair of the Board of Directors (non-executive) CC - Compensation Committee CFO, COO, S – Chief Financial Officer, Chief Operating Officer, Secretary ED – Employee Director FE - Financial Expert NCGC – Nominating and Corporate Governance Committee * Committee Chair

  10. Business experience of Directors

    Business experience of Directors Yves LeMaitre. Yves has served as our Chief Executive Officer since December 11, 2024. Yves joined our board of directors in August 2024 as a photonics industry veteran with 30+ years’ experience in the Optical Network and AI/Datacenter industry, as well as in global technology, corporate strategy and marketing. Yves has a proven track record as a trusted business advisor and transformational growth CEO, leading teams with an emphasis on corporate strategy, customer relationships, technology innovation and commercial execution. Since 2021, Yves has provided strategic leadership and business development consulting services in the optical communications, materials processing, consumer electronics, automotive, aerospace and defense, and life sciences sectors. He currently is a strategic board advisor to Trumpf Photonic Components, the global technology company specializing in developing lasers for optics. He is a strategic advisor to the optical, RF, and microelectronics division of Sanmina. As part of his consulting practice, Yves led the Optical Coherent Division of IPG Photonics, and advised and oversaw its divestiture to Lumentum. Earlier in his career, he was SVP of Luna Innovations’ North America business operation (following the acquisition of RIO Lasers, where he was President). For 10 years, he held roles of increasing responsibility through multiple acquisitions at Oclaro (acquired by Lumentum), ultimately becoming Lumentum’s Chief Strategy Officer. He was key to positioning Oclaro as a leader in optical connectivity and driving growth of indium phosphide lasers in datacenter segments (now generative AI front-end networks). Yves LeMaitre earned a master’s degree in mathematics and computer science from Nantes University in France. He also holds an engineering degree from Telecom Paris, Institut Polytechnique de Paris. Mr. James S. Marcelli. James (Jim) Marcelli is Lightwave Logic’s chief financial officer with responsibilities including treasury, budgeting, compliance, audit coordination, financial systems, and controller oversight. Jim also serves as chief operating officer, overseeing Lightwave Logic’s day-to-day operations and efficiency initiatives. Jim became corporate secretary in March 2018. From August 2008 to April 2012, Jim served as Lightwave Logic’s president and chief executive officer. During his career, Jim has served as the president and chief executive officer of multiple start-up and growth companies including NTI, a high-tech manufacturing company, and LoCal Sales Inc., a business services company that he founded. He has held senior management roles at Teradyne Corp. and Sanmina Corp, which he co-founded, and positions across engineering, sales, marketing, operations and finance. Jim served as a mentor for the National Science Foundation’s Innovation Program (I-Corps). He has served on the boards of non-profits and business advisory boards, including the University of Colorado’s Colorado Springs Engineering School. Mr. Ronald A. Bucchi. Ron has served as a director of our Company since 2012, and is the Chairman of the Board of Directors. Previously, Ron served as our Lead Director. He currently also serves as the Chair of our Audit Committee and as a member of our Nominating and Corporate Governance Committee. During his career, Ron has served in CFO roles and provided CEO consulting, strategic planning, mergers, acquisitions, business sales and tax consultation to both domestic and international companies. He is a financial expert for Audit Committee purposes. Ron is currently Treasurer and director of the Petit Family Foundation, Inc. and a director of the Farmington Bank Foundation. He served as lead director and chair of the Audit Committee of First Connecticut Bancorp, Inc. (until its sale in 2018), where he also served on its Governance and Loan Committees. Additionally, Ron has served on numerous community boards and is past chair of the Wheeler Clinic and the Wheeler Regional Family YMCA of Greater Hartford. Ron is a Chartered Global Management Accountant of the American Institute of Certified Public Accountants (AICPA), and a member of the Connecticut Society of Certified Public Accountants. He is a graduate of the Harvard Business School Executive Education program with completed course studies in general board governance, audit, and compensation. Mr. Siraj Nour ElAhmadi. Siraj has served as a director of our Company since October 2, 2013, and he currently serves as the acting VP of Engineering of our Company, which is a non-employee role. Since 2021, Siraj has served as the Chief Commercial Officer and the General Manager of Data Products at Plume, the creator of the world’s first SaaS experience platform for communications service providers (CSPs) and their subscribers. At Plume, Siraj also leads strategy and corporate development activities, including M&A and strategic partnerships to expand the company’s leadership globally. Siraj brings 30+ years of experience developing and scaling multiple industry-first, award-winning technology products and solutions exceeding $1B in revenues. From 2004 to 2016, Siraj served as Co-Founder, President and Chief Executive Officer of Menara Networks, a developer of innovative products and solutions that simplify layered optical transport networks. Subsequent to Menara Networks acquisition by IPG Photonics (NASDAQ:IPGP), Siraj assumed the General Manager and President role of IPG Photonics optical transceiver division from 2016 to 2021. Prior to founding Menara, Siraj 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 $2B in bookings in its first two years. Prior to that, Siraj 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. Siraj 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. Siraj 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 over 30 patents in the area of optical communications. He serves on the University of Texas- Dallas Engineering College Industrial Advisory board, the technical advisory board of several technology startups, and has authored a number of publications and is a frequent speaker at telecom and optical networking events and conferences. Dr. Craig Ciesla. Craig has served as a director of our Company since January 2022, and he currently serves as a member of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. He is vice president for hardware engineering at 10X Genomics, a leading life sciences company. Previously, Craig served as Illumina Inc.’s vice president and head of advanced platforms and devices, leading a team driving innovation in sequencing platforms, microfluidics, and nanofabrication. During his career, Craig has held a variety of fiber optics industry leadership roles, including for Intel, JDSU, Bookham (now Lumentum), Ignis Optics. At Kaiam, as vice president of engineering, he was responsible for the development and production of 100G transceivers. As the founding CEO of Tactus Technology, Craig co-invented its polymer morphing screen technology. Craig holds a BSc (Hons.) in Applied Physics and doctorate in Physics from Heriot-Watt University in Scotland.

  11. Business experience of Directors

    Ms. Laila Partridge. Laila has served as a director of our Company since August 2023, and she currently serves as the Chair of our Compensation Committee and as a member of our Audit Committee and Nominating and Corporate Governance Committee. Laila has 30+ years of executive experience in technology, corporate innovation and finance across a wide range of technologies, including telecommunications, internet infrastructure, AI, internet of things, and more. Laila is founder and chief executive officer of The HardTech Project, which addresses the funding gap for early-stage hardware start-ups at scale. Previously, she directed a global effort as Managing Director of the STANLEY +Techstars Accelerator to identify and invest in innovative technologies for industrial applications with an emphasis on electrification, sustainability and advanced manufacturing. She also served on the board of directors of Cambridge Bancorp (NASDAQ: CATC) and was a member of its Audit Committee and Compensation Committee until July 2024. She also was a Director of Strategic Investments at Intel Capital during its formative years. Laila began her career at Wells Fargo, where she also served as VP of Corporate Banking, leading complex corporate finance transactions for senior secured debt agencies in the Midwest. Laila was named one of the ten “2017 Women to Watch in Science and Technology” by Boston Business Journal. She holds a bachelor’s degree with honors from Wellesley College. Dr. Thomas M. Connelly, Jr. Tom has served as a director of our Company since September 2024, and he serves as a member of our Compensation Committee and Nominating and Corporate Governance Committee. Tom served as CEO of the American Chemical Society, one of the largest scientific societies with 170,000 members worldwide. Previously, he was Chief Innovation Officer of DuPont and a member of its Office of the Chief Executive. Among his business responsibilities were performance materials and applied biosciences. He directed technical organizations and businesses while based in the US, Europe and Asia. Among the DuPont businesses he led were Delrin®, Kevlar®, Teflon®, and Sorona®. Dr. Connelly holds degrees in chemical engineering (highest honors) and economics from Princeton University, and as a Winston Churchill Scholar he received a PhD in chemical engineering from the University of Cambridge. As a member of the National Academy of Engineering, he chaired the National Academies of Sciences, Engineering, and Medicine’s committee for the Division on Earth and Life Studies. In addition, he has held advisory roles to the U.S. government and Republic of Singapore. Tom currently serves as chair of the compensation committee for Novelis, a wholly-owned subsidiary of Hindalco Industries Ltd, of India, and chair of the board of AV Group NB, Inc. Until August 2024, he served as a member of the board of directors of Grasim Industries Limited, where he served as a member of their risk management and audit committees. 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.

  12. Cash Bonuses

    Cash Bonuses During 2023 and 2024, to determine cash bonus compensation, the Compensation Committee considered certain financial, strategic and operational goals that were achieved by our Company during those years, which included to a small degree, benchmark results against historical stock performance and the stock performance of peers. 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 2023 and 2024. The following summarizes the executive cash bonus awards earned by our executive officers during 2023 and 2024, separated based on both the timing of the payment and the performance year for which the bonus was earned:

  13. Cash Bonuses

    | | | Earned for year | | Paid in Year | | | | Name | Year | 2023 | 2024 | 2023 | 2024 | 2025 | | Yves LeMaitre | 2024 | — | — | — | — | — | | Thomas Zelibor | 2024 | — | — | — | — | — | | James S. Marcelli | 2024 | — | 57,881 | — | — | 57,881 | | | 2023 | 58,984 | — | — | 58,984 | — | | Dr. Michael S. Lebby | 2024 | — | — | — | — | — | | | 2023 | 74,025 | — | — | 74,025 | — |

  14. 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. Restricted stock awards provide our executive officers with Company stock with certain restrictions. The shares are owned and issued on the date of the grant, but the shares are typically subject to continued employment with our Company over the vesting period. Restricted stock awards are also considered “restricted” stock, because the shares cannot be freely transferred or traded until vested. Presently, all restricted stock awards are issued from the Company’s 2016 Equity Incentive Plan. Mr. LeMaitre. The Compensation Committee granted Mr. LeMaitre the following equity awards: On (i) August 1, 2024, an option to purchase up to 37,500 options at an exercise price equal to $5.00. The options vest as follows: 7,500 vest on August 1, 2024 and the balance vest in 4 equal monthly installments of 7,500 beginning September 1, 2024. The options expire on July 31, 2034, (ii) August 1, 2024, 12,924 restricted stock awards. The shares vest in nine equal quarterly installments of 1,436 shares beginning September 1, 2024, (iii) December 10, 2024, an option to purchase up to 150,000 options at an exercise price equal to $2.65, all of which vest on June 10, 2025. The options expire on December 9, 2034, and (iv) December 10, 2024, 50,000 restricted stock awards, all of which vest on June 10, 2025. As of the record date, no additional stock options were granted to Mr. LeMaitre during 2025. Mr. Zelibor. The Compensation Committee granted Mr. Zelibor the following equity awards: On December 10, 2024 (i) an option to purchase up to 80,000 options at an exercise price equal to $2.65, all of which vest on June 10, 2025. The options expire on December 9, 2034, and (ii) 35,000 restricted stock awards, all of which vest on June 10, 2025. As of the record date, no additional stock options were granted to Mr. Zelibor during 2025. Mr. Marcelli. The Compensation Committee granted Mr. Marcelli the following stock options to purchase shares of Company common stock: On: (i) 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, and (ii) On June 18, 2024, an option to purchase up to 120,000 shares of Company common stock at an exercise price equal to $5.00 per share. The options vest as follows: 60,000 options vested on June 18, 2024, with the remaining options vesting in 6 equal monthly installments beginning on July 1, 2024. The options expire on June 17, 2034, (iii) on February 6, 2025, a fully vested option to purchase 32,336 shares of Company common stock at an exercise price equal to $1.79 per share. The options expire on February 5, 2035. As of the record date, no additional stock options were granted to Mr. Marcelli during 2025. Dr. Lebby. The Compensation Committee granted Dr. Lebby the following stock options to purchase shares of Company common stock: On: (i) 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, and (ii) On June 18, 2024, an option to purchase up to 150,000 shares of Company common stock at an exercise price equal to $5.00 per share. The options vest as follows: 75,000 options vested on June 18, 2024, with the remaining options vesting in 6 equal monthly installments beginning on July 1, 2024. The options expire on June 17, 2034.

  15. Equity Grant Timing

    Equity Grant Timing The Board and Compensation Committee strives to grant annual equity awards to executives at the beginning of the fiscal year, based on prior year's performance, and to outside directors each year during the week following the Company’s Annual Shareholder Meeting upon the election of the new slate of directors for the coming year. The Board and Compensation Committee may also consider and approve interim or mid-year grants, from time to time based on business needs. The Board and Compensation Committee takes material nonpublic information into account when determining the timing and terms of equity awards, and, the Compensation Committee does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  16. CEO Retirement - Lebby Separation

    CEO Retirement - Lebby Separation Dr. Michael Lebby, our Company’s former Chief Executive Officer, retired from all positions with the Company effective December 10, 2024. In connection with his retirement, Dr. Lebby was provided with the payments and benefits described below under “2024 Executive Compensation Tables — Employee, Severance, Separation and Change in Control Agreements.

  17. 2024 Summary Compensation Table

    2024 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, 2024 and 2023.

  18. Summary Compensation Table

    Summary Compensation Table

  19. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c)(1) | (d) | (e)(2) | (f)(2) | (g)(3) | (h) | | Yves Le Maitre(4) | 2024 | 35,250 | — | 173,340 | 418,106 | 177 | 626,873 | | CEO | | | | | | | | | Dr. Michael S. Lebby(5) | 2024 | 441,000 | — | — | 387,037 | 4,058 | 832,095 | | CEO; Director | 2023 | 420,000 | 74,025 | — | 848,478 | 3,878 | 1,346,381 | | Thomas E. Zelibor(6) | 2024 | 19,500 | — | 92,750 | 174,514 | 131 | 286,895 | | President | | | | | | | | | James S. Marcelli(7) | 2024 | 385,875 | 115,762(8) | — | 309,629 | 3,243 | 814,509 | | President; CFO;COO; Sec., Director | 2023 | 367,500 | 58,984 | — | 678,782 | 3,019 | 1,108,385 |

  20. Summary Compensation Table

    | 1. | Where the named executive officer serves as both an officer and a director, 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. See footnote 4 below. |

  21. Summary Compensation Table

    | 2. | The aggregate fair value of awards and options in columns (e) and (f) are computed in accordance with FASB ASC 718. All assumptions made in the valuation are more fully described in Note 11 - Stock Based Compensation of Notes to Financial Statements. The amounts shown in columns (e) and (f) do not reflect dollar amounts actually received by our named executive officers. |

  22. Summary Compensation Table

    | 3. | The amount in column (g) reflects a salary gross up for long term disability premium payments. | | 4. | Mr. Le Maitre was appointed as the Company’s CEO on December 11, 2024. Prior to his appointment as CEO, during 2024, Mr. Le Maitre served as a non-executive director of the Company. His 2024 compensation also includes $12,500 of compensation for serving as a non-executive director. | | 5. | Dr. Lebby retired from all officer and director positions with the Company on December 10, 2024. In connection with his retirement, the Company will continue to pay Dr. Lebby his annual base salary of $441,000 and health insurance benefits for a period of 12 months. See “Employee, Severance, Separation and Change in Control Agreements” below. | | 6. | Mr. Zelibor was appointed as the Company’s President on December 11, 2024. | | 7. | Mr. Marcelli’s position as President of the Company was changed to Chief Financial Officer on December 11, 2024. | | 8. | Represents cash bonus of $57,881 and non-cash bonus in the form of stock options valued at $57,881 (see footnote 2 above). |

  23. 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). Narrative disclosure to Summary Compensation Table is contained in “Compensation Discussion and Analysis” above and “Employee, Severance, Separation and Change in Control Agreements” below.

  24. 2024 Grants Of Plan-Based Awards Table

    2024 Grants Of Plan-Based Awards Table The following table shows stock option and stock grants made to executive officers during 2024.

  25. 2024 Grants Of Plan-Based Awards Table

    | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant Date | Number of Stock Options (#) | Exercise Price ($) | Grant Date Fair Value of Options ($) | Number of Shares or Units of Stock Issued | Grant Date Fair Value of Stock Units ($) | | Yves Le Maitre | 8/1/2024 | 37,500 | 5.00 | 90,893 | 12,924 | 40,840 | | | 12/10/2024 | 150,000 | 2.65 | 327,213 | 50,000 | 132,500 | | Thomas E. Zelibor | 12/10/2024 | 80,000 | 2.65 | 174,514 | 35,000 | 92,750 | | James S. Marcelli | 6/18/2024 | 120,000 | 5.00 | 309,629 | — | — | | Dr. Michael S. Lebby | 6/18/2024 | 150,000 | 5.00 | 387,037 | — | — |

  26. 2024 Grants Of Plan-Based Awards Table

    | 1. | Issued from the Company’s 2016 Equity Incentive Plan. |

  27. Employee, Severance, Separation and Change in Control Agreements

    Employee, Severance, Separation and Change in Control Agreements Mr. Yves LeMaitre Employee Agreement- Chief Executive Officer

  28. Employee, Severance, Separation and Change in Control Agreements

    | • | On December 10, 2024, we entered into an employment agreement with Mr. Yves LeMaitre (the “LeMaitre Employment Agreement”). The term of the LeMaitre Employment Agreement commenced on December 11, 2024, for a period of 12 months, following which time the LeMaitre Employment Agreement may be renewed for successive 12-month periods at the end of each term upon the written agreement of the parties that shall be delivered by each party to the other not less than 60 days prior to the expiration of the existing term. Mr. LeMaitre’s base salary will be $420,000 per year and he will be eligible for a cash bonus of up to $150,000, based on the achievement of the Company’s objectives, as established by the Board or the Compensation Committee thereof. Mr. LeMaitre received a sign-on equity award in the form of 50,000 shares of restricted stock and 150,000 stock options that will both vest on June 10, 2025. The LeMaitre Employment Agreement shall automatically terminate upon (i) his death (ii) the expiration of the Employment Term; or (iii) Mr. LeMaitre voluntarily leaving the employ of the Company with 30 days prior written notice. Further, Mr. LeMaitre’s employment with the Company shall terminate, at the Company’s discretion, upon written notice to Mr. LeMaitre if the Company terminates his employment hereunder for “cause”. For purposes hereof, “cause” shall include (i) Mr. LeMaitre’s willful malfeasance, misfeasance, nonfeasance or gross negligence, (ii) any willful misrepresentation or concealment of a material fact made by Mr. LeMaitre in connection with the LeMaitre Employment Agreement; (iii) the willful breach of any covenant made by Mr. LeMaitre under the LeMaitre Employment Agreement; or (iv) the failure of Mr. LeMaitre to meet the performance standards described in the LeMaitre Employment Agreement. Notwithstanding the above, if Mr. LeMaitre is terminated by the Company without cause during the term of the LeMaitre Employment Agreement, the Company shall be obligated to pay to Mr. LeMaitre the compensation set forth in the LeMaitre Employment Agreement for the remainder of its term. |

  29. Employee, Severance, Separation and Change in Control Agreements

    Mr. Thomas E. Zelibor Employee Agreement- President

  30. Employee, Severance, Separation and Change in Control Agreements

    | • | On December 10, 2024, we entered into an employment agreement with Mr. Thomas E. Zelibor (the “Zelibor Employment Agreement”). The term of the Zelibor Employment Agreement commenced on December 11, 2024, for a period of 12 months, following which time the Zelibor Employment Agreement may be renewed for successive 12-month periods at the end of each term upon the written agreement of the parties that shall be delivered by each party to the other not less than 60 days prior to the expiration of the existing term. Mr. Zelibor’s base salary will be $360,000 per year and he will be eligible for an annual cash bonus of up to $75,000, based on the achievement of the Company’s objectives, as established by the Board or the Compensation Committee thereof. Mr. Zelibor received a sign-on equity award in the form of 35,000 shares of restricted stock and 80,000 stock options that will both vest on June 10, 2025. The Zelibor Employment Agreement shall automatically terminate upon (i) his death (ii) the expiration of the Employment Term; or (iii) Mr. Zelibor voluntarily leaving the employ of the Company with 30 days prior written notice. Further, Mr. Zelibor’s employment with the Company shall terminate, at the Company’s discretion, upon written notice to Mr. Zelibor if the Company terminates his employment hereunder for “cause”. For purposes hereof, “cause” shall include (i) Mr. Zelibor’s willful malfeasance, misfeasance, nonfeasance or gross negligence, (ii) any willful misrepresentation or concealment of a material fact made by Mr. Zelibor in connection with the Zelibor Employment Agreement; (iii) the willful breach of any covenant made by Mr. Zelibor under the Zelibor Employment Agreement; or (iv) the failure of Mr. Zelibor to meet the performance standards described in the Zelibor Employment Agreement. Notwithstanding the above, if Mr. Zelibor is terminated by the Company without cause during the term of the Zelibor Employment Agreement, the Company shall be obligated to pay to Mr. Zelibor the compensation set forth in the Zelibor Employment Agreement for the remainder of its term. |

  31. Employee, Severance, Separation and Change in Control Agreements

    Mr. James S. Marcelli Employee Agreement- Chief Financial Officer; Chief Operating Officer

  32. Employee, Severance, Separation and Change in Control Agreements

    | • | On August 10, 2015, we entered into a new employment agreement with Mr. Marcelli, which was amended during 2015 and 2017 (collectively, the “Marcelli Employment Agreement”), which replaced his previous employment agreement, as amended. The term of the Marcelli Employment Agreement commenced on January 1, 2014 and expires December 31, 2019, following which time the Marcelli Employment Agreement will be renewed for successive 12-month periods at the end of each term upon the written agreement of the parties that shall be delivered by each party to the other not less than 60 days prior to the expiration of the existing term. Upon entering into the Marcelli Employment Agreement, Mr. Marcelli was granted (i) 50,000 stock options, which have an exercise price of $0.67 per share and are fully vested at this time. | | • | On April 8, 2019, we entered into an amended employee agreement with Mr. Marcelli, to (i) increase his base salary to $262,500 per year effective May 1, 2019, (ii) provide him with eligibility to receive bonus compensation to be determined by the Board of Directors from time to time in its sole discretion, and (iii) extend his employee agreement’s expiration date to December 31, 2021. Additionally, Mr. Marcelli was granted an option to purchase up to 100,000 shares of Company common stock at an exercise price equal to $1.04 per share. The options vest quarterly over two years in equal installments of 12,500 shares per quarter beginning on May 1, 2019. |

  33. Employee, Severance, Separation and Change in Control Agreements

    | • | On April 19, 2021, we entered into an amended employee agreement with Mr. Marcelli to (i) increase his base salary to $271,800 per year effective May 1, 2021, and (ii) extend his employee agreement’s expiration date to December 31, 2023. Additionally, Mr. Marcelli was granted 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. |

  34. Employee, Severance, Separation and Change in Control Agreements

    | • | On January 18, 2022, we entered into entered into an employee agreement amendment with Mr. Marcelli to (i) change Mr. Marcelli’s base salary to $350,000 per year; and (ii) set Mr. Marcelli’s annual bonus target amount at $140,000. Additionally, Mr. Marcelli was also granted 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. |

  35. Employee, Severance, Separation and Change in Control Agreements

    | • | On March 16, 2023, we entered into entered into an employee agreement amendment with Mr. Marcelli to (i) change Mr. Marcelli’s base salary to $367,500 per year; and (ii) set Mr. Marcelli’s annual bonus target amount at $147,000. Additionally, Mr. Marcelli was also granted 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. | | • | On April 26, 2023, we entered into entered into an employee agreement amendment with Mr. Marcelli to extend his employee agreement’s expiration date to December 31, 2025. | | • | On June 18, 2024, we entered into entered into an employee agreement amendment with Mr. Marcelli to (i) change Mr. Marcelli’s base salary to $385,875 per year; and (ii) set Mr. Marcelli’s annual bonus target amount at $385,875. Additionally, Mr. Marcelli was granted an option to purchase up to 120,000 shares of Company common stock at an exercise price equal to $5.00 per share. The options vest as follows: 60,000 options vest on June 18, 2024, with the remaining options vesting in 6 equal monthly installments beginning on July 1, 2024. The options expire on June 17, 2034. |

  36. Employee, Severance, Separation and Change in Control Agreements

    | • | If Mr. Marcelli’s employment terminates upon his death and key man life insurance is in place for Mr. Marcelli, our Company will continue to pay the compensation described in the Marcelli Employment Agreement to his estate through the remainder of the term of the Marcelli Employment Agreement, or 12 months, whichever is longer. If Mr. Marcelli’s employment terminates upon the expiration of the term of the Marcelli Employment Agreement, and the Company elects for any reason not to renew the Marcelli Employment Agreement for an additional 12-month term, then our Company will continue to pay to Mr. Marcelli the compensation described in the Marcelli Employment Agreement for a period of 9 months the after the termination. If Mr. Marcelli’s employment is terminated by the Company without cause during the term of the Marcelli Employment Agreement, the Company will pay to Mr. Marcelli the compensation described in the Marcelli Employment Agreement for the remainder of the term of Marcelli Employment Agreement or 12 months, whichever is longer. |

  37. Employee, Severance, Separation and Change in Control Agreements

    Dr. Michael S. Lebby Employee Agreement- Chief Executive Officer (Retired December 10, 2024)

  38. Employee, Severance, Separation and Change in Control Agreements

    | • | On March 20, 2017, we entered into an employment agreement with Dr. Michael S. Lebby (the “Lebby Employment Agreement”). The term of the Lebby Employment Agreement commenced on May 1, 2017 for a period of 24 months, following which time the Lebby Employment Agreement will be renewed for successive 12-month periods at the end of each term upon the written agreement of the parties that shall be delivered by each party to the other not less than 60 days prior to the expiration of the existing term. Upon entering into the Lebby Employment Agreement, Dr. Lebby was granted (i) 350,000 stock options, which have an exercise price of $0.70 per share and are fully vested at this time. |

  39. Employee, Severance, Separation and Change in Control Agreements

    | • | On April 8, 2019, we entered into an amended employee agreement with Dr. Lebby to (i) increase his base salary to $278,250 per year effective May 1, 2019, (ii) provide him with eligibility to receive bonus compensation to be determined by the Board of Directors from time to time in its sole discretion, and (iii) extend his employee agreement’s expiration date to April 30, 2021. Additionally, Dr. Lebby was granted an option to purchase up to 100,000 shares of Company common stock at an exercise price equal to $1.04 per share. The options vest quarterly over two years in equal installments of 12,500 shares per quarter beginning on May 1, 2019. |

  40. Employee, Severance, Separation and Change in Control Agreements

    | • | On April 19, 2021, we entered into an amended employee agreement with Dr. Lebby to (i) increase his base salary to $288,000 per year effective May 1, 2021, and (ii) extend his employee agreement’s expiration date to April 30, 2023. Additionally, Dr. Lebby was granted 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. |

  41. Employee, Severance, Separation and Change in Control Agreements

    | • | On January 18, 2022, we entered into an employee agreement amendment with Dr. Lebby to (i) change’s Dr. Lebby’s base salary to $400,000 per year; and (ii) set Dr. Lebby’s annual bonus target amount at $200,000. Additionally, Dr. Lebby was granted 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. |

  42. Employee, Severance, Separation and Change in Control Agreements

    | • | On March 16, 2023 we entered into an employee agreement amendment with Dr. Lebby to (i) change’s Dr. Lebby’s base salary to $420,000 per year; and (ii) set Dr. Lebby’s annual bonus target amount at $210,000. Additionally, Dr. Lebby was granted 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. | | • | On April 26, 2023, we entered into an employee agreement amendment with Dr. Lebby to extend his employee agreement’s expiration date to April 30, 2025. | | • | On June 18, 2024, we entered into entered into an employee agreement amendment with Dr. Lebby to (i) change Dr. Lebby’s base salary to $441,000 per year; and (ii) set Dr. Lebby’s annual bonus target amount at $441,000. Additionally, Dr. Lebby was granted an option to purchase up to 150,000 shares of Company common stock at an exercise price equal to $5.00 per share. The options vest as follows: 75,000 options vest on June 18, 2024, with the remaining options vesting in 6 equal monthly installments beginning on July 1, 2024. The options expire on June 17, 2034. |

  43. Employee, Severance, Separation and Change in Control Agreements

    | • | If Dr. Lebby’s employment terminates upon the expiration of the term of the Lebby Employment Agreement, and the Company elects for any reason not to renew the Lebby Employment Agreement for an additional 12-month term, then our Company will continue to pay to Dr. Lebby the compensation described in the Lebby Employment Agreement for a period of 9 months the after the termination. If Dr. Lebby’s employment is terminated by the Company without cause during the term of the Lebby Employment Agreement, the Company will pay to Dr. Lebby’s the compensation described in the Lebby Employment Agreement for the remainder of the term of Lebby Employment Agreement or 12 months, whichever is longer. |

  44. Employee, Severance, Separation and Change in Control Agreements

    | • | Dr. Lebby retired from all officer and director positions with the Company on December 10, 2024. In connection with his retirement, the Company will continue to pay Dr. Lebby his annual base salary of $441,000 and health insurance benefits for a period of 12 months. |

  45. Employee, Severance, Separation and Change in Control Agreements

    Pursuant to employment agreements we have entered into with our executives and the terms of our 2016 Equity Incentive Plan, our executives are entitled to certain benefits in the event of a change in control of our Company or the termination of their employment under specified circumstances, including termination following a change in control, which includes, in the event of a change in control of our Company, the executive’s options shall remain exercisable as set forth in their stock option agreements. We believe these benefits help us compete for and retain executive talent and are generally in line with severance packages offered to executives by the companies in our peer group. We also believe that these benefits would serve to minimize the distraction caused by any change in control scenario and reduce the risk that key talent would leave the Company before any such transaction closes, which could reduce the value of the Company if such transaction failed to close.

  46. 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, 2024, our latest fiscal year end.

  47. Outstanding Equity Awards At Fiscal Year-End

    | | Option Awards | | | | | | Stock 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 | Number of shares or units of stock that have not vested | Market value of shares of units of stock that have not vested | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested | | | (#) | (#) | (#) | ($) | | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Yves Le Maitre | 37,500 | — | — | 5.00 | 7/31/2034 | — | — | 10,052 | 21,109 | | CEO (from 12/11/2024), Director(1),(5) | — | 150,000 | — | 2.65 | 12/9/2034 | — | — | 50,000 | 105,000 | | Thomas E. Zelibor President(2),(5) | 50,000 | — | — | 1.22 | 1/22/2028 | — | — | — | — | | | 110,000 | — | — | 0.8 | 1/13/2030 | — | — | — | — | | | 110,000 | — | — | 1.27 | 1/13/2031 | — | — | — | — | | | 50,000 | — | — | 9.65 | 1/17/2032 | — | — | — | — | | | — | 80,000 | — | 2.65 | 12/9/2034 | — | — | 35,000 | 73,500 | | James S. Marcelli | 1,150,000 | — | — | 0.7 | 6/30/2025 | — | — | — | — | | CFO and COO, | 50,000 | — | — | 0.67 | 8/9/2025 | — | — | — | — | | Director(3)(5) | 100,000 | — | — | 1.04 | 4/7/2029 | — | — | — | — | | | 250,000 | — | — | 1.6 | 4/18/2031 | — | — | — | — | | | 80,000 | — | — | 9.65 | 1/17/2032 | — | — | — | — | | | 160,000 | — | — | 5.22 | 3/15/2033 | — | — | — | — | | | 120,000 | — | — | 5.00 | 6/17/2034 | — | — | — | — | | Dr. Michael S. Lebby | 200,000 | — | — | 0.69 | 8/25/2025 | — | — | — | — | | CEO (through 12/10/2024), Director(4)(5) | 50,000 | — | — | 0.68 | 1/28/2026 | — | — | — | — | | | 50,000 | — | — | 0.85 | 1/16/2027 | — | — | — | — | | | 350,000 | — | — | 0.7 | 3/19/2027 | — | — | — | — | | | 100,000 | — | — | 1.04 | 4/7/2029 | — | — | — | — | | | 250,000 | — | — | 1.6 | 4/18/2031 | — | — | — | — | | | 100,000 | — | — | 9.65 | 1/17/2032 | — | — | — | — | | | 200,000 | — | — | 5.22 | 3/15/2033 | — | — | — | — | | | 150,000 | — | — | 5.00 | 6/17/2034 | — | — | — | — |

  48. Outstanding Equity Awards At Fiscal Year-End

    1. Mr. Le Maitre received an option to purchase up to:

  49. Outstanding Equity Awards At Fiscal Year-End

    | • | 37,500 shares of Common stock, of which 7,500 shares vested on August 1, 2024, and the remaining shares vested monthly in four equal installments of 7,500 options per month. |

  50. Outstanding Equity Awards At Fiscal Year-End

    | • | 150,000 shares of Common stock vesting on June 10, 2025. |

  51. Outstanding Equity Awards At Fiscal Year-End

    Mr. Le Maitre also received:

  52. Outstanding Equity Awards At Fiscal Year-End

    | • | 12,924 shares of restricted stock, of which 1,436 shares lapsed on September 1, 2024 and the remaining shares lapse quarterly in 8 equal installments of 1,436 shares. |

  53. Outstanding Equity Awards At Fiscal Year-End

    | • | 50,000 shares of restricted stock vesting on June 10, 2025. |

  54. Outstanding Equity Awards At Fiscal Year-End

    2. Mr. Zelibor received an option to purchase up to:

  55. Outstanding Equity Awards At Fiscal Year-End

    | • | 50,000 shares of Common stock, of which 20,000 vested on January 23, 2018 and the remaining shares vested quarterly in 3 equal installments of 10,000 options starting on April 1, 2018. |

  56. Outstanding Equity Awards At Fiscal Year-End

    | • | 110,000 shares of Common stock, of which 27,500 vested on January 14, 2020, and the remaining shares vested in three quarterly installments of 27,500 shares starting on April 1, 2020. |

  57. Outstanding Equity Awards At Fiscal Year-End

    | • | 110,000 shares of Common stock, of which 27,500 vested on January 14, 2021, and the remaining shares vested in three quarterly installments of 27,500 shares starting on April 1, 2021. |

  58. Outstanding Equity Awards At Fiscal Year-End

    | • | 50,000 shares of Common stock, of which 4,174 shares vested on January 31, 2022 and the remaining shares vested in eleven equal monthly installments of 4,166 at the end of every monthly period thereafter. |

  59. Outstanding Equity Awards At Fiscal Year-End

    | • | 80,000 shares of Common stock vesting on June 10, 2025. |

  60. Outstanding Equity Awards At Fiscal Year-End

    Mr. Zelibor also received:

  61. Outstanding Equity Awards At Fiscal Year-End

    | • | 35,000 shares of restricted stock vesting on June 10, 2025. |

  62. Outstanding Equity Awards At Fiscal Year-End

    3. Mr. Marcelli received an option to purchase up to:

  63. 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; |

  64. Outstanding Equity Awards At Fiscal Year-End

    | • | 1,150,000 shares of Common Stock at an exercise price of $.70 that vested immediately; |

  65. 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; |

  66. 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; |

  67. 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 |

  68. 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. |

  69. Outstanding Equity Awards At Fiscal Year-End

    | • | 120,000 shares of Common stock, of which 60,000 shares vested on June 18, 2024 and the remaining shares vested monthly in six equal installments of 10,000 options per month. |

  70. Outstanding Equity Awards At Fiscal Year-End

    4. Dr. Lebby received an option to purchase up to:

  71. 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; |

  72. 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; |

  73. 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; |

  74. 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; |

  75. 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; |

  76. 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; |

  77. 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 |

  78. 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. |

  79. Outstanding Equity Awards At Fiscal Year-End

    | • | 150,000 shares of Common Stock, of which 75,000 shares vested on June 18, 2024 and the remaining shares vested monthly in six equal installments of 12,500 options per month. |

  80. Outstanding Equity Awards At Fiscal Year-End

    | 5. | 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. |

  81. 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.

  82. 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, 2024 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. As described above, Dr. Lebby retired from all officer and director positions with the Company on December 10, 2024. In connection with his retirement, the Company will continue to pay Dr. Lebby his annual base salary of $441,000 and health insurance benefits for a period of 12 months. The tables below estimate the current value of amounts payable to our current executive officers in the event that a termination of employment occurred on December 31, 2024. Dr. Lebby retired from all officer and director positions with the Company on December 10, 2024, and the disclosure in the table below applies only to that event. In the event an executive officer is terminated (i) by the Company for cause, 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 $2.10 on December 21, 2024. 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, and any bonus compensation, which we assume would not be paid since it is awarded at the discretion of the Board of Directors. 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.

  83. Compensation of Directors

    Compensation of Directors Set forth below is a summary of the compensation of our directors during our December 31, 2024 fiscal year.

  84. 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 | 70,000 | 78,292(4) | 232,222(8) | — | — | — | 380,514 | | Siraj Nour El-Ahmadi | 169,500 | 57,413(5) | 232,222(8) | — | — | — | 459,135 | | Frederick Leonberger | 222,300 | 57,413(5) | 232,222(8) | — | — | — | 511,935 | | Craig Ciesla | 30,000 | 57,413(5) | 232,222(8) | — | — | — | 319,635 | | Laila Partridge | 30,000 | 57,413(5) | 232,222(8) | — | — | — | 319,635 | | Yves Le Maitre (x) | 12,500 | 40,840(6) | 90,893(9) | — | — | — | 144,233 | | Thomas M. Connelly, Jr. (y) | 10,000 | 30,788(7) | 59,964(10) | — | — | — | 100,752 |

  85. Compensation of Directors

    | 1. | The amount in this column reflects cash compensation received under the 2023 and 2024 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. |

  86. Compensation of Directors

    | 2. | The stock awards in this column reflect 92,475 restricted stock awards issued on June 18, 2024, with a grant date fair value of $3.33 that vest in total 15,455 shares on June 18, 2024 with the remaining awards vesting in 10 quarterly installments in total of 7,702 shares commencing on July 1, 2024, except for (i) Yves Le Maitre, for whom 12,924 awards with a grant date fair value of $3.16 were issued on August 1, 2024, with 1,436 shares vesting on September 1, 2024 and the remaining shares vesting in 8 equal quarterly installments in total of 1,436 shares beginning December 1, 2024, and (ii) Thomas M. Connelly, Jr., for whom 11,488 awards with a grant date fair value of $2.68 were issued on September 4, 2024, with 1,436 shares vesting on October 1, 2024 and the remaining shares vesting in 7 equal quarterly installments in total of 1,436 shares beginning January 1, 2025. 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. |

  87. Compensation of Directors

    | 3. | The option awards in this column reflect options issued on June 18, 2024 to purchase shares of our Company’s common stock at an exercise price of $5.00 that vest for 45,000 shares each commencing on June 18, 2024, and the remaining shares vesting in 6 equal monthly installments of 7,500 commencing on July 1, 2024, except for (i) Yves Le Maitre, whose options were issued on August 1, 2024 to purchase shares of our Company’s common stock at an exercise price of $5.00, with 7,500 shares vesting on August 1, 2024 and the remaining shares vesting in 4 equal monthly installments commencing on September 1, 2024, and (ii) Thomas M. Connelly, Jr., whose options were issued on September 4, 2024 to purchase shares of our Company’s common stock at an exercise price of $5.00, with 7,500 shares vesting on September 4, 2024 and the remaining shares vesting in 3 equal monthly installments commencing on October 1, 2024. 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 11 - Stock Based Compensation of Notes to Financial Statements. The amounts shown in this column do not reflect dollar amounts actually received. |

  88. Compensation of Directors

    | 4. | Reflects 23,511 restricted stock awards. |

  89. Compensation of Directors

    | 5. | Reflects 17,241 restricted stock awards. |

  90. Compensation of Directors

    | 6. | Reflects 12,924 restricted stock awards. |

  91. Compensation of Directors

    | 7. | Reflects 11,488 restricted stock awards. |

  92. Compensation of Directors

    | 8. | Reflects an option to purchase up to 90,000 shares of common stock for board service. |

  93. Compensation of Directors

    | 9. | Reflects an option to purchase up to 37,500 shares of common stock for board service. |

  94. Compensation of Directors

    | 10. | Reflects an option to purchase up to 30,000 shares of common stock for board service. |

  95. Compensation of Directors

    | x. | Yves Le Maitre became a member of our Board on July 16, 2024, and our CEO on December 11, 2024. |

  96. Compensation of Directors

    | y. | Thomas M. Connelly, Jr. became a member of our Board on September 4, 2024. |

  97. 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.

  98. Director Compensation

    Director Compensation On June 18, 2024, our Board adopted the following 2024 compensation schedule for its non-employee directors:

  99. Director Compensation

    | • | Lead Director: $25,000 annual cash fee paid quarterly at the end of each quarter, 6,270 shares of restricted stock awards with 1,050 shares of such restricted stock awards vesting on June 18, 2024, with the remaining restricted stock awards vesting in 10 equal quarterly installments of 522 shares beginning on July 1, 2024. |

  100. Director Compensation

    | • | Audit Committee Chair: $45,000 annual cash fee paid quarterly at the end of each quarter, 17,241 shares of restricted stock awards with 2,881 shares of such restricted stock awards vesting on June 18, 2024, with the remaining restricted stock awards vesting in 10 equal quarterly installments of 1,436 shares beginning on July 1, 2024, and 90,000 non-qualified stock options with 45,000 options vesting on June 18, 2024, with the remaining options vesting in 6 equal monthly installments of 7,500 shares beginning on July 1, 2024. |

  101. Director Compensation

    | • | Compensation Committee Chair: $37,500 annual cash fee paid quarterly at the end of each quarter, 17,241 shares of restricted stock awards with 2,881 shares of such restricted stock awards vesting on June 18, 2024, with the remaining restricted stock awards vesting in 10 equal quarterly installments of 1,436 shares beginning on July 1, 2024, and 90,000 non-qualified stock options with 45,000 options vesting on June 18, 2024, with the remaining options vesting in 6 equal monthly installments of 7,500 shares beginning on July 1, 2024. |

  102. Director Compensation

    | • | Nom/Corporate Gov. Committee Chair: $37,500 annual cash fee paid quarterly at the end of each quarter, 17,241 shares of restricted stock awards with 2,881 shares of such restricted stock awards vesting on June 18, 2024, with the remaining restricted stock awards vesting in 10 equal quarterly installments of 1,436 shares beginning on July 1, 2024, and 90,000 non-qualified stock options with 45,000 options vesting on June 18, 2024, with the remaining options vesting in 6 equal monthly installments of 7,500 shares beginning on July 1, 2024. |

  103. Director Compensation

    | • | Other Directors: $30,000 annual cash fee paid quarterly at the end of each quarter, 17,241 shares of restricted stock awards with 2,881 shares of such restricted stock awards vesting on June 18, 2024, with the remaining restricted stock awards vesting in 10 equal quarterly installments of 1,436 shares beginning on July 1, 2024, and 90,000 non-qualified stock options with 45,000 options vesting on June 18, 2024, with the remaining options vesting in 6 equal monthly installments of 7,500 shares beginning on July 1, 2024. |

  104. Director Compensation

    Director compensation for 2025 has not yet been determined.

  105. 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 through December 10, 2024, and Yves Le Maitre, our Chief Executive Officer from December 11, 2024, to the median of the annual total compensation of our other employees for our last completed year, which ended December 31, 2024:

  106. CEO Pay Ratio

    | • | The median of the annual total compensation of all of our employees (other than Dr. Lebby and Yves Le Maitre) was approximately $185,683. 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 2024. |

  107. CEO Pay Ratio

    | • | Dr. Lebby's annual total compensation for fiscal 2024, as reported in the Summary Compensation Table included in this Proxy Statement, was $832,095. |

  108. CEO Pay Ratio

    | • | Based on the above, for fiscal 2024, the ratio of Dr. Lebby's annual total compensation to the median of the annual total compensation of all employees was approximately 4.5:1. |

  109. CEO Pay Ratio

    | • | Yves Le Maitre’s annual total compensation for fiscal 2024, as reported in the Summary Compensation Table included in this Proxy Statement, was $626,873. |

  110. CEO Pay Ratio

    | • | Based on the above, for fiscal 2024, the ratio of Yves Le Maitre’s annual total compensation to the median of the annual total compensation of all employees was approximately 3:1. |

  111. 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.

  112. CEO Pay Ratio

    | • | For purposes of the pay ratio calculation, we included all of our employees as of December 31, 2024. As of December 31, 2024, our workforce consisted of 33 full-time employees, excluding Yves Le Maitre. |

  113. 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, 2024 (calculated as annual base pay using annual base salary), plus (ii) earned annual cash bonus for 2024, plus (iii) relocation paid to an employee during 2024. Annual total compensation incudes full-time employees who joined in 2024 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. |

  114. 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 2024 yielding the median annual total compensation disclosed above. With respect to Dr. Lebby's and Yves Le Maitre’s annual total compensation, we used the amount reported in the "Total” column of the 2024 Summary Compensation Table. |

  115. 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 provide information regarding compensation actually paid to our principal executive officers, or PEO, and other NEOs for each year from 2021 to 2024, compared to our total shareholder return (TSR) from December 31, 2020 through the end of each such year, and our net income for each such year.

  116. Pay Versus Performance

    | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | Year | Summary Compensation Table Total for | Compensation Actually Paid to | Summary Compensation Table Total for | Compensation Actually Paid to | Average Summary Compensation Table Total for Non-PEO named executive officers | Average Compensation Actually Paid for Non-PEO named executive officers | Total Shareholder Return ($) (6) | Solactive EPIC Core Photonic USD Index Total Shareholder Return ($) (7) | Net Loss ($) (8) | NASDAQ Composite Index Total Shareholder Return ($) (9) | | | PEO ($) (1) (2) (Michael Lebby) | PEO ($) (1) (3) | PEO ($) (1) (2) (Yves Le Maitre) | PEO ($) (1) (3) | NEO ($) (4) | NEO ($) (5) | | | | | | 2024 | 832,095 | 806,186 | 626,873 | 508,597 | 550,702 | 514,333 | 226 | 90 | (22,535,041) | 150 | | 2023 | 1,346,381 | 1,454,564 | — | — | 1,108,385 | 1,208,378 | 535 | 94 | (21,038,032) | 116 | | 2022 | 1,459,996 | 200,166 | — | — | 1,216,991 | (7,379) | 463 | 84 | (17,230,480) | 81 | | 2021 | 3,073,321 | 5,683,051 | — | — | 3,034,845 | 5,644,575 | 1,600 | 123 | (18,631,381) | 121 |

  117. Pay Versus Performance

    | (1) Our PEO for 2021, 2022, 2023 and 2024 (through December 10) was Dr. Michael S. Lebby and Yves Le Maitre from December 11, 2024. |

  118. 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. |

  119. 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: |

  120. Pay Versus Performance

    | PEO (Michael Lebby) | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $832,095 | $1,346,381 | $1,459,996 | $3,073,321 | | Subtract grant date fair value of option awards and stock awards granted in fiscal year | (387,037) | (848,478) | (922,205) | (153,875) | | 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) | — | | Add fair value at vesting of option awards and stock awards granted in fiscal year that vested during the year | 361,128 | 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 | | 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 | $806,186 | $1,454,564 | $200,166 | $5,683,051 |

  121. Pay Versus Performance

    | PEO (Yves Le Maitre) | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $626,873 | — | — | — | | Subtract grant date fair value of option awards and stock awards granted in fiscal year | (591,446) | — | — | — | | Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | 380,436 | — | — | — | | Adjust for change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal year | — | — | — | — | | Add fair value at vesting of option awards and stock awards granted in fiscal year that vested during the year | 92,734 | — | — | — | | 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 | — | — | — | — | | 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 | $508,597 | — | — | — |

  122. 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: Michael Lebby:

  123. Pay Versus Performance

    | | 2024 | 2023 | 2022 | 2021 | | Expected life (in years) | 9.54 - 9.99 years | 8.21 - 10.0 years | 8.30 - 9.97 years | 8.21 - 9.97 years | | Volatility | 76.43% - 78.36% | 76.60% - 78.01% | 74.16% - 77.51% | 71.70% - 76.30% | | Risk-free rate | 3.69% - 4.43% | 3.39% - 4.77% | 1.79% - 4.1% | 1.09% - 1.63% | | Expected dividend yield | 0% | 0% | 0% | 0% |

  124. Pay Versus Performance

    Yves Le Maitre:

  125. Pay Versus Performance

    | | 2024 | 2023 | 2022 | 2021 | | Expected life (in years) | 9.66 - 9.99 years | — | — | — | | Volatility | 76.61% - 78.63% | — | — | — | | Risk-free rate | 3.70% - 4.53% | — | — | — | | Expected dividend yield | 0% | — | — | — |

  126. Pay Versus Performance

    | (4) During 2023, 2022 and 2021, our named executive officer other than our PEO was James S. Marcelli. During 2024 our named executive officer’s other than our PEO were James S. Marcelli and Thomas E. Zelibor (from December 11, 2024). Represents the average of the total compensation paid to our NEO’s other than our PEO in each listed year, as shown in our Summary Compensation Table for each listed year. |

  127. Pay Versus Performance

    | (5) Represents the average compensation actually paid to our NEO’s other than our PEO in each year listed. Compensation actually paid does not mean that our NEO’s were 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: |

  128. Pay Versus Performance

    | NEOs other than PEO | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $550,702 | $1,108,385 | $1,216,991 | $3,034,845 | | Subtract grant date fair value of option awards and stock awards granted in fiscal year | (285,447) | (678,782) | (770,288) | (153,875) | | Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | 104,571 | — | — | 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) | — | | Add fair value at vesting of option awards and stock awards granted in fiscal year that vested during the year | 144,507 | 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 | | 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 | $514,333 | $1,208,378 | $(7,379) | $5,644,575 |

  129. 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:

  130. Pay Versus Performance

    | | 2024 | 2023 | 2022 | 2021 | | Expected life (in years) | 9.54 - 9.99 years | 8.21 - 10.0 years | 8.30 - 9.97 years | 8.21 - 9.97 years | | Volatility | 76.43% - 78.63% | 76.60% - 78.01% | 74.16% - 77.51% | 71.70% - 76.30% | | Risk-free rate | 3.69% - 4.53% | 3.39% - 4.77% | 1.79% - 4.1% | 1.09% - 1.63% | | Expected dividend yield | 0% | 0% | 0% | 0% |

  131. 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. |

  132. 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. |

  133. Pay Versus Performance

    | (8) The dollar amounts reported are the Company’s GAAP net income (loss) reflected in the Company’s audited financial statements. |

  134. 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. |

  135. 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.

  136. 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 2027 annual meeting; (ii) two Class II directors, whose terms expire at the 2025 annual meeting; and (iii) three 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.

  137. 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: Yves LeMaitre; James S. Marcelli; Ronald A. Bucchi; Siraj Nour El-Ahmadi; Dr. Craig Ciesla, Laila Partridge and Thomas Connelly, Jr. At the Annual Meeting, the shareholders will elect: (i) two Class II directors to serve until the 2028 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 II nominees be elected as Class II 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 II nominees are set forth below:

  138. Nominee for Election as Director

    | Name | Age | Year First Elected Director | Positions/Committees | Director Class/ Term | Independent | | Ronald A Bucchi | 70 | 2012 | COB AC*, FE, NCGC | Class II Expires 2025 | yes | | Craig Ciesla | 52 | 2022 | AC, CC, NCGC | Class II Expires 2025 | yes |

  139. 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 I directors, whose terms expire in 2027; and the Class III directors, whose terms expire in 2026:

  140. Directors Not Standing for Election

    | Name | Age | Year First Elected Director | Positions/Committees | Director Class/ Term | Independent | | Yves LeMaitre | 60 | 2024 | CEO, ED | Class I Expires 2027 | no | | James S. Marcelli | 77 | 2008 | CFO, COO, S, ED | Class III Expires 2026 | no | | Siraj Nour El-Ahmadi | 60 | 2013 | AVP | Class I Expires 2027 | no | | Laila S. Partridge | 60 | 2023 | AC, CC*, NCGC | Class III Expires 2026 | yes | | Thomas Connelly, Jr. | 72 | 2024 | CC, NCGC* | Class III Expires 2026 | yes |

  141. Directors Not Standing for Election

    AC - Audit Committee AVP - Acting VP of Engineering (non-employee) CEO - Chief Executive Officer COB - Chair of the Board of Directors (non-executive) CC - Compensation Committee CFO, COO, S – Chief Financial Officer, Chief Operating Officer, Secretary ED – Employee Director FE - Financial Expert NCGC – Nominating and Corporate Governance Committee * Committee Chair Directors are elected by a plurality of the votes cast at the Annual Meeting. A “withhold” vote with respect to any nominee will have no effect on the election of that nominee. Each holder of common stock is entitled to one vote for each share held. Shareholders are not entitled to cumulative voting with respect to the election of directors.