DEF 14A of Nlight, Inc.
Filed Apr 24, 2026 · FY20250001124796-26-000018
Where can I find the voting results of the Annual Meeting?
| Nominee for Director | Director Since | | Geoffrey Moore has served as a member of our board of directors since September 2012, as chairperson of our nominating and corporate governance committee since October 2023, as a member of our audit committee since April 2019, and as a member of our compensation committee from December 2012 until February 2025. Since 1992, Dr. Moore has served as managing director of Geoffrey Moore Consulting. He is an author, strategic advisor, market development consultant, and organizational design specialist. He also serves as chairman emeritus of TCG Advisors LLC, where he was a managing director from May 2003 until June 2011, as well as Chasm Institute and Chasm Group, management consulting firms he co-founded, since 2011. Dr. Moore was a venture partner at Mohr Davidow Ventures from February 1998 through December 2023 and served as an advisor to many of its portfolio companies. From October 2006 until May 2015, Dr. Moore served on the board of directors of Akamai Technologies, Inc., a leading content delivery network and cloud services provider. Dr. Moore currently serves on the boards of Phaidra.ai and WorkFusion. Dr. Moore received a B.A. in literature from Stanford University and a Ph.D. in literature from the University of Washington. We believe Dr. Moore’s experience as a strategic advisor, market development consultant, and organizational design consultant, as well as his public company board experience, qualifies him to serve on our board. | 2012 |
Where can I find the voting results of the Annual Meeting?
| Continuing Directors | Director Since | | Bill Gossman has served as the chairperson of our compensation committee since October 2023, as lead independent director since April 2022, as a member of our board of directors since May 2016, as a member of our compensation committee since April 2022 and previously from May 2016 to February 2018, as a member of our nominating and corporate governance committee since June 12, 2025, as the chairperson of our information and technology security committee from January 2021 to June 2022, and, as a member of our information and technology security committee since June 2022. Additionally, Mr. Gossman previously served as a member of our technology and security compliance committee from May 2016 to September 2019, as a member of our audit committee from February 2018 to April 2019, and as our acting chief financial officer from April 2001 to July 2001. Mr. Gossman has been a venture partner at Mohr Davidow Ventures from April 2009 to 2018. He rejoined the firm after serving from January 2001 to March 2003. In his capacity with Mohr Davidow, he has served on the boards of directors or as chief executive officer of several of its portfolio companies, including HealthTap from May 2018 to December 2024, Marble Security, Inc. from May 2011 to July 2014 and AudienceScience, Inc., where he served as chief executive officer from 2003 to 2007, and again, at the company's request, from June 2016 until June 2017. AudienceScience entered into receivership and began to wind up its operations in June 2017. Prior to Mohr Davidow, Mr. Gossman founded and served as the chief operating officer and chief financial officer for @mobile, a wireless networking company, until its sale to Openwave in 2000. Prior to @mobile, Mr. Gossman served as vice president with the AT&T Custom Electronic Systems unit of Bell Laboratories, and in a variety of engineering and management positions with Northrop Corporation and Hughes Aircraft Company. Mr. Gossman received a B.S. in engineering from Cornell University, an M.S. in engineering from the Massachusetts Institute of Technology and an M.B.A. from the University of Maryland. We believe Mr. Gossman’s extensive senior management and business experience in venture capital, and as a founder, director and chief executive officer of numerous companies, qualifies him to serve on our board. | 2016 |
Where can I find the voting results of the Annual Meeting?
| Gerald ("Gerry") Haines has served as a member of our board of directors and as a member of our audit committee since January 2026. Mr. Haines is currently Chief Financial Officer of Noble Supply & Logistics, LLC, a global procurement and supply chain management company. From 2022 to 2025, Mr. Haines served as Chief Financial Officer of Metabolon, a company that creates and sells industry-leading tools for metabolomics analysis. Prior to that, he was Executive Vice President and CFO of Impulse Dynamics, a global medical device company committed to improving the lives of people with heart failure, from 2019 to 2022. Prior to that, Mr. Haines held multiple senior leadership roles at Mercury Systems, including CFO and head of corporate development, where he helped drive substantial revenue and earnings growth, operational scaling, and strategic acquisitions in the aerospace and defense sector. His earlier career includes executive roles at Verenium, Enterasys Networks, and Applied Extrusion Technologies, where he led major transactions, corporate restructurings, governance initiatives, and global operational programs. Mr. Haines holds a J.D. from Cornell Law School and a B.S. in Business Administration from Boston University. We believe Mr. Haines’ extensive senior management and business experience, including his most recent experience as a public company CFO in the Aerospace and Defense Industry, qualifies him to serve on our board. | 2026 | | Mark Hartman has served as a member of our board of directors and our audit committee since June 2025. Mr. Hartman is a retired CFO from Woodward Inc., a publicly traded Aerospace and Industrial company. Mr. Hartman spent 16 years at Woodward, beginning in 2007 as the Vice President Corporate Controller and held multiple senior finance roles before his promotion to Chief Financial Officer in 2021 until he retired in 2023. Mr. Hartman started his career in 1995 in the audit practice of Arthur Andersen and then transferred to the business consulting practice, finishing as a Manager in 2001. In 2002, he joined Advanced Energy Industries, a publicly traded power conversion company serving the semiconductor industry, as the Director of Accounting Services and also served as the interim Chief Financial Officer from 2005 to 2006. Mark is a retired CPA, earned his M.B.A. from Northwestern University Kellogg School of Management and his B.B.A. in accounting from Western Michigan University. We believe Mr. Hartman's financial and accounting expertise, including his service as a chief financial officer of a public company, qualifies him to serve on our board. | 2025 | | Scott Keeney, one of our co-founders, has served as our president, chief executive officer and as a member of our board of directors since July 2000 and as chairman of our board of directors since February 2018. Prior to joining us, from 1998 to 2000, Mr. Keeney served as chief executive officer for Aculight Corporation, a laser company acquired by Lockheed Martin Corporation in 2008. Prior to that, he served as a consultant for McKinsey & Company, a consulting firm, from 1993 to 1998. Mr. Keeney received a B.A. in economics from the University of Washington and an M.B.A. from Harvard Business School. We believe Mr. Keeney’s perspective, experience and institutional knowledge as our co-founder, president and chief executive officer qualify him to serve on our board. | 2000 |
Where can I find the voting results of the Annual Meeting?
| Gary Locke has served as a member of our board of directors since August 2017 and as a member of our nominating and corporate governance committee since February 2018. Mr. Locke previously served as the chairperson of our nominating and corporate governance committee from February 2018 to September 2023. Since 2014, Mr. Locke has been the chairman of Locke Global Strategies LLC, through which he provides strategic advice and consulting services to businesses in the United States and China. From 2011 until 2014, Mr. Locke served as the United States Ambassador to China. Mr. Locke was the United States Secretary of Commerce from 2009 to 2011. Prior to that, Mr. Locke served two consecutive terms as Governor of the State of Washington from 1997 to 2005. Mr. Locke currently serves on the board of directors of AMC Entertainment Holdings, Inc., an American movie theater chain, and served on the board of directors of Port Blakely Tree Farms, a family-owned timber company from August 2019 to June 2022. Mr. Locke served on the board of directors of Fortinet, Inc., a provider of unified threat management solutions, from September 2015 to June 2020. Mr. Locke received a B.A. in political science from Yale University and a J.D. from Boston University. Mr. Locke served as the interim President of Bellevue College in Bellevue, Washington from June 2020 to July 2023. We believe Mr. Locke’s extensive leadership, executive experience and global business perspective from his roles as the Governor of Washington, Secretary of Commerce and United States Ambassador to China, coupled with his experience as a director of other public companies, qualifies him to serve on our board. | 2017 | | Camille Nichols has served as a member of our board of directors since November 2020 and as a member of our information and technology security committee since January 2021, serving as chairperson of that committee since June 2022. Ms. Nichols also served as the Interim President of nLIGHT DEFENSE Systems, Inc. from April 2024 to December 2024. She retired as a Major General in the U.S. Army following an extensive career that included key roles in Department of Defense acquisition and operations. During her career with the Army, Ms. Nichols managed significant organizations, operating budgets, and programs. Immediately prior to her retirement from the Army, she served as director of the Sexual Assault Prevention and Response Office within the Office of the Secretary of Defense and as the Deputy Commanding General of the Army’s Installation Management Command. From July 2020 to May 2022, she served as the Executive Vice President, Project Services at Amentum, a global technical and engineering services firm, where she was responsible for contracts and procurement, ethics, information systems, security, and real estate. Prior to joining Amentum, Ms. Nichols was Vice President of Business Operations of Fluor Corporation’s government group from May 2017 to July 2020. She currently serves on the board of directors of Concurrent Technologies Corporation, a nonprofit, applied scientific research and development professional services organization. She holds a B.S. degree from the United States Military Academy at West Point, an M.S.S.M. degree in systems management from the University of Southern California, and a Ph.D. in engineering management from The George Washington University. We believe Ms. Nichols' extensive background and experience in the U.S. military and defense industry, combined with her technical education and background in operations, procurement and security, qualifies her to serve on our board. | 2020 |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and corporate governance committee will consider the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business, other commitments and the like. Other than the foregoing, there are no stated minimum criteria for director nominees. Our board of directors believes that our board should be a diverse body. Although our board of directors does not maintain a specific policy with respect to board diversity, our corporate governance guidelines provide that the nominating and corporate governance committee may consider diversity, with respect to professional background, education, race, ethnicity, gender, age and geography, as one factor in assessing director candidate qualifications. Our nominating and corporate governance committee also considers these and other factors as it oversees the annual board of directors and committee evaluations. Our nominating and corporate governance committee evaluates additional director candidates from time to time using the criteria discussed above to identify qualified candidates. When qualified candidates are identified, we may appoint such candidates to vacancies on our board of directors separate from the election of directors by our stockholders at our annual meetings. Any vacancies on the board of directors occurring between our annual meetings of stockholders may be filled by persons selected by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and any director so elected will serve for the remaining term of the class of directors in which the vacancy occurred.
Outside Director Compensation Policy
Outside Director Compensation Policy Our board of directors approved compensation to our non-employee directors under our outside director compensation policy, which was adopted by our board of directors in connection with our initial public offering, in consultation with an independent compensation consultant, and most recently amended effective April 1, 2026. The compensation committee periodically reviews the type and form of compensation paid to our non-employee directors. As part of this review, the compensation committee analyzes non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the compensation committee in connection with its review of executive compensation. Under our outside director compensation policy as in effect for 2025 and through March 31, 2026, non-employee directors received compensation in the form of equity and cash, as described below:
Outside Director Compensation Policy
| 2025 Annual Fees | Amount | | Annual Fees for Board | | | Outside director | $30,000 | | Annual Fees for Lead Independent Director | | | Lead independent director | $5,000 | | Annual Fees for Audit Committee | | | Chairperson of the audit committee | $20,000 | | Member of the audit committee | $2,000 | | Annual Fees for Compensation Committee | | | Chairperson of the compensation committee | $15,000 | | Member of the compensation committee | $1,500 | | Annual Fees for Nominating and Corporate Governance Committee | | | Chairperson of the nominating and corporate governance committee | $10,000 | | Member of the nominating and corporate governance committee | $1,000 | | Annual Fees for Information Technology Security Committee | | | Chairperson of the information technology security committee | $15,000 | | Member of the information technology security committee | $1,000 |
Outside Director Compensation Policy
In addition to the cash compensation structure described above, our outside director compensation policy provides for the following equity incentive compensation program for non-employee directors: Election to Receive RSUs in lieu of Cash Retainers. Subject to the limits under our 2018 Equity Incentive Plan (the "2018 Plan"), each non-employee director may elect to convert his or her annual cash compensation under the outside director compensation policy into an award of restricted stock units ("RSUs") under our 2018 Plan. If the non-employee director makes this election in a timely manner in accordance with the outside director compensation policy, each such award of RSUs automatically will be granted on the first trading day after January 1 of the calendar year for which the election applies and have a value (as defined in our outside director compensation policy) equal to the aggregate amount of such annual cash compensation, rounded down to the nearest whole share. Each such award of RSUs will vest as to 100% of the award on the last day of the calendar year in which the date of grant of the award occurs, subject to the non-employee director's continued service with us through the applicable vesting date. Initial Award. Subject to the limits in the 2018 Plan, each person who first becomes a non-employee director automatically is granted an initial award of RSUs, which we refer to as the initial award, covering a number of shares of our common stock having a value (determined in accordance with the outside director compensation policy) equal to $120,000 (or a lesser amount determined by our board of directors in its sole discretion before the grant date), which grant will be effective on the first trading date on or following the date on which such person first becomes a non-employee director, whether through election by our stockholders or appointment by the board of directors to fill a vacancy; provided, however, that the number of shares covered by an initial award will be rounded down to the nearest whole share. Each initial award is scheduled to vest one-third on each of the first three anniversaries of the date the initial award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date. For any new non-employee director elected at an annual meeting, his or her initial award will be granted in lieu of, and not in addition to, the annual award that otherwise would have been granted to the non-employee director for that annual meeting. Annual Award. Subject to the limits in the 2018 Plan, each non-employee director automatically receives, on the date of each annual meeting of our stockholders, an annual award of RSUs, each of which we refer to as an annual award, covering a number of shares of our common stock having a value (determined in accordance with the outside director compensation policy) of $80,000, rounded down to the nearest whole share under our outside director compensation policy; provided that, for any annual award scheduled to be granted on the date of an annual meeting, any non-employee director who is not continuing as a director following the applicable annual meeting will not receive an annual award with respect to such annual meeting. Each annual award will vest on the earlier of (i) the one-year anniversary of the date the annual award is granted or (ii) the day prior to the date of the next annual meeting following the date the annual award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date. Under our outside director compensation policy, no non-employee directors may be paid, issued or granted, in any fiscal year, cash compensation with an aggregate value greater than $150,000 and equity compensation with an aggregate value greater than $300,000 (with the value of each award determined in accordance with the outside director compensation policy). Any cash compensation paid or equity awards granted to an individual for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count against this limitation. We have a practice of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at board or committee meetings. We encourage directors to participate in continuing education pertinent to their service on our board, and we reimburse directors for such expenses up to an annual limit of $2,000. On April 1, 2026, pursuant to the compensation committee's recommendation, our board of directors approved an amendment and restatement of our outside director compensation policy that increased the compensation of non-employee directors, effective on April 1, 2026, as follows:
Outside Director Compensation Policy
| Annual Fees Increased Effective April 1, 2026 | Amount after Increase | | Annual Fees for Board | | | Outside director | $60,000 | | Annual Fees for Lead Independent Director | | | Lead independent director | $22,500 | | Annual Fees for Audit Committee | | | Chairperson of the audit committee | $22,500 | | Member of the audit committee | $10,000 | | Annual Fees for Compensation Committee | | | Chairperson of the compensation committee | $17,000 | | Member of the compensation committee | $7,500 | | Annual Fees for Nominating and Corporate Governance Committee | | | Chairperson of the nominating and corporate governance committee | $11,250 | | Member of the nominating and corporate governance committee | $5,000 | | Annual Fees for Information Technology Security Committee | | | Chairperson of the information technology security committee | $17,000 | | Member of the information technology security committee | $7,500 | | Value of Annual Award of RSUs | $160,000 | | Value of Initial Award of RSUs for new non-employee directors | $160,000 |
Outside Director Compensation Policy
The following additional changes were made to the policy: Initial Award. For any new non-employee director elected at an annual meeting, his or her initial award will be in addition to the annual award granted to the non-employee director for that annual meeting. Annual limit for outside director compensation was increased to allow for the changes noted above. Under our outside director compensation policy, no non-employee directors may be paid, issued or granted, in any fiscal year, cash compensation and equity compensation (with the value of each award determined in accordance with the outside director compensation policy) with an aggregate value greater than $1,500,000 for a non-employee director's first year of service or $1,000,000 in any subsequent year. Director Equity Ownership Guidelines. We maintain equity ownership guidelines applicable to our non-employee directors who receive compensation pursuant to our outside director compensation policy. The guidelines allow for a compliance period, which in each case is the fifth anniversary of the later of the effective date of the guidelines or the date the applicable director becomes a director. The guidelines require non-employee directors to hold equity interests in our company with an aggregate value equal to three times the annual cash retainer for board service by the end of their respective compliance periods. For purposes of satisfying the equity ownership guidelines, equity interests only include issued shares of our common stock: (1) directly owned by a director or his or her immediate family members residing in the same household; (2) beneficially owned by director, but held in trust, limited partnerships, or similar entities for the sole benefit of the director officer or his or her immediate family members residing in the same household; and (3) held in retirement or deferred compensation accounts for the benefit of a director or his or her immediate family members residing in the same household. The compensation committee may waive these requirements for non-employee directors joining our board of directors from government, academia or similar professions, and may temporarily suspend these requirements for a director if compliance would create severe hardship or prevent the director from complying with a court order. As of December 31, 2025, all of our non-employee directors satisfy the equity ownership guidelines for non-employee directors or have time remaining in their compliance period to meet the guidelines.
Director Compensation for Fiscal Year 2025
Director Compensation for Fiscal Year 2025 The following table sets forth information concerning the compensation paid or accrued for services rendered to us by members of the board of directors for the year ended December 31, 2025. Mr. Keeney, our president, chief executive officer and director, did not receive any additional compensation for his service as a director. Compensation paid or accrued for services rendered to us by Mr. Keeney in his role as chief executive officer is set forth in the section titled “Executive Compensation.”
Director Compensation for Fiscal Year 2025
| Name | Fees Earned or Paid in Cash($)(1) (2) | Stock Awards($) (3) | All Other Compensation($) | Total ($) | | Bandel Carano (4) | $32,253 | $80,000 | $— | $112,253 | | Douglas Carlisle (5) | — | — | — | — | | Bill Gossman | 51,553 | 80,000 | — | 131,553 | | Mark Hartman | 17,710 | 120,000 | — | — | | Raymond Link (4) | 51,500 | 80,000 | — | 131,500 | | Gary Locke | 31,000 | 80,000 | — | 111,000 | | Geoffrey Moore | 43,500 | 80,000 | — | 123,500 | | Camille Nichols | 45,000 | 80,000 | — | 125,000 |
Director Compensation for Fiscal Year 2025
(1) Amounts reported represent the aggregate annual board, lead independent director, committee chairperson and committee membership retainers earned by each non-employee director in 2025. (2) Includes the value of RSUs received in lieu of cash under an election made by the director pursuant to our Outside Director Compensation Policy as described under “Outside Director Compensation Policy—Election to Receive RSUs in lieu of Cash Retainers” above. These RSUs became fully vested on December 31, 2025. (3) The amounts reported represent the aggregate grant-date fair value of awards of RSUs granted to the director in 2025, calculated in accordance with FASB ASC Topic 718. The grant date fair value of time-based RSUs is determined using the fair value of our common stock on the date of the grant, which was $17.26 per share. For a discussion of valuation assumptions, see the notes to our audited financial statements included in our Annual Report on Form 10-K. (4) Messrs. Carano and Link are not standing for reelection and will cease to be members of our board of directors at the expiration of their terms at the Annual Meeting. Consequently, the size of our board of directors will be seven directors as of the Annual Meeting. (5) Mr. Carlisle ceased to be a board member in June 2025 and did not receive an annual stock award for board membership. In addition, the RSUs received in lieu of cash compensation for 2025 were forfeited.
Director Compensation for Fiscal Year 2025
| Name | Fees Earned in Cash and Paid in RSUs($) | | Bandel Carano | $31,000 | | Douglas Carlisle | — | | Bill Gossman | 51,000 | | Mark Hartman | — | | Raymond Link | — | | Gary Locke | 31,000 | | Geoffrey Moore | 43,500 | | Camille Nichols | 45,000 |
Director Compensation for Fiscal Year 2025
The table below shows the aggregate number of shares subject to stock options and RSUs outstanding for each of our non-employee directors as of December 31, 2025:
Director Compensation for Fiscal Year 2025
| Name | Shares Subject to Options | Restricted Stock Units | | Bandel Carano | — | 4,634 | | Douglas Carlisle | — | — | | Bill Gossman | 25,000 | 4,634 | | Mark Hartman | — | 6,593 | | Raymond Link | 500 | 4,634 | | Gary Locke | 69,725 | 4,634 | | Geoffrey Moore | — | 4,634 | | Camille Nichols | — | 4,634 |
Director Compensation for Fiscal Year 2025
| PROPOSAL NO. 1 ELECTION OF DIRECTOR |
Director Compensation for Fiscal Year 2025
Our board of directors is currently comprised of nine members. In accordance with our certificate of incorporation, our board of directors is divided into three staggered classes of directors. Bandel Carano and Raymond Link are not standing for reelection at the Annual Meeting. Messrs. Carano and Link have been valuable members of our board of directors for many years. At the Annual Meeting, one Class II director will be elected for a three-year term to succeed the same class whose term is then expiring. Effective as of the end of Messrs. Carano and Link’s current terms as directors at the Annual Meeting, the size of our board of directors will be seven directors. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.
Executive Compensation Philosophy
Executive Compensation Philosophy Our executive compensation program is designed to achieve the following three primary objectives: •Attract, retain and motivate highly skilled individuals based upon their contribution to the success of our company, and that of our stockholders; •Drive outstanding achievement of business objectives and reinforce our strong pay-for-performance culture; and •Align our named executive officers’ interests with the long-term interests of our stockholders, with a focus on performance that drives value creation for our stockholders. Our executive compensation program emphasizes long-term equity compensation as the most significant component of each named executive officer’s compensation, aligning the compensation of our named executive officers with stockholder returns. The only fixed component of our named executive officers’ annual compensation is base salary. The compensation committee of our board of directors oversees our executive compensation program and seeks to provide compensation opportunities for our executive officers in a manner consistent with our business strategy, competitive market practice, sound corporate governance principles and stockholder interests. The core principle of our executive compensation philosophy is to pay-for-performance. Our compensation philosophy continues to focus on pay-for-performance. We closely aligned the compensation paid to our named executive officers with achievement of both near-term financial objectives and long-term stockholder value. In 2025, we structured our compensation mix such that approximately 91% of the target total direct compensation awarded to our chief executive officer was in the form of equity awards and variable cash incentives and only 9% in the form of base salary. The allocation of shares in our equity awards was one-half time-based and one-half performance-based to reward long-term performance consistent with retention incentives. The graphic below shows the target total direct compensation mix for 2025 for our chief executive officer. The target total direct compensation mix for 2025 reflects actual salary, target cash incentive awards, and the grant date fair value of the annual grant of time-vested and performance-based equity awards, with the performance-based equity valued based on Total Shareholder Return. In August 2025, the compensation committee of our board of directors approved a special performance-based equity grant to incentivize achievement of certain stock price thresholds. This special grant is not reflected in the graphic below.
What We Do
| Independent Compensation Committee and Compensation Consultant. The compensation committee is comprised solely of independent directors. The compensation committee solicits advice from independent compensation consultants retained directly by the compensation committee. Risk Analysis. Compensation programs are structured to avoid inappropriate risk taking by our executives and all employees by having the appropriate pay philosophy to support reasonable business objectives. Incentive Award Opportunities Capped. We limit our performance-based cash incentive awards to 160% of the target, and we limit our performance-based equity incentive awards to 200% of the target. The special PRSU grant in August 2025 does not have a multiplier. Pay-for-Performance. Named executive officer compensation is heavily weighted toward at-risk performance-based compensation, with cash incentives based upon achievement of financial targets and performance-based equity being earned based upon achievement of relative Total Shareholder Return. | Double-Trigger Change in Control Provisions. All equity awards granted to named executive officers since our initial public offering in 2018 are subject to "double-trigger" provisions under our change in control agreements, and the level of severance thereunder is reasonable and comparable to market-competitive levels. Annual Executive Compensation Review. The compensation committee conducts an annual review of our executive compensation program, including a review and determination of our compensation peer group used for comparative purposes and other factors. Strict Equity Ownership Guidelines. We have adopted strict equity ownership guidelines for our executive officers and directors. Clawback Policy. The compensation committee has adopted a compensation recovery policy that is intended to comply with the requirements of the Exchange Act and NASDAQ listing standard. Our policy allows us to recover certain incentive-based compensation payable to an executive officer if we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under applicable securities laws. |
Peer Group
Peer Group The compensation committee periodically examines the compensation practices of a defined peer group of companies, supplemented by survey data using similar peer group parameters, to assess the competitiveness of the elements of our executive officer compensation programs. The compensation committee completed its annual review of our peer group, taking into consideration changes in our market capitalization and the perspectives of outside investors and governance advisory groups. Based on this review in 2025, the only change to our peer group was removal of Axcelis Technologies. In reviewing the specific companies, the compensation committee considered objective criteria, such as industry, market capitalization, revenues and headcount, as well as stage of the company and if the company considered us a peer. The revised peer group consisted of 12 companies for the purposes of evaluating the competitiveness of our executive officer and non-employee director compensation in 2025. Our peer group includes companies in related industries with market capitalization ranging from approximately 0.3x to 6.6x our market capitalization and revenues ranging between approximately 0.4x and 4.3x our annual revenues, as of the date of the analysis in 2025.
2025 Peer Group
2025 Peer Group
2025 Peer Group
| 3D Systems | Ichor | Photronics | | Cohu | Impinj | SkyWater Technology | | CTS Corporation | Knowles | Veeco Instruments | | FARO Technologies | Ouster | VPG |
2025 Peer Group
The compensation committee used the competitive market data to inform its judgment about 2025 executive compensation decisions but did not benchmark or target compensation of any executive officer to a specific percentile. In 2025, the compensation committee used the competitive market data to inform discussions about non-employee director compensation and changes effective in 2026.
Elements of Executive Compensation
Elements of Executive Compensation Our executive compensation program emphasizes the following three primary components: •base salary; •performance-based cash incentives that will only be paid based on achievement of key financial targets approved by the compensation committee; and •long-term equity incentives that are issued in the form of both performance-based RSUs, for encouraging performance based on goals aligned with delivering value for our stockholders, and time-vested RSUs, for retention and reinforcing our ownership culture and alignment with stockholders. In addition, each of our executive officers participates in a variety of benefit plans that are generally available to all U.S. employees, and has an employment agreement providing for severance benefits in connection with a qualifying termination. The compensation committee takes a holistic view on our executive compensation program, seeking to ensure the overall program is meeting the company’s objectives while providing the compensation committee with the flexibility to structure individual compensation packages that are market-competitive. We focus on total target direct compensation, and factor in all aspects of pay, including base salary, performance-based cash incentives and time- and performance-based long-term equity incentives, to maintain an executive compensation program that is competitive. The compensation committee does not have a specific formula that is used between the elements of pay but applies its business judgment in providing compensation opportunities for our executives that promote the interests of our stockholders over both the near-term and long-term. To inform its judgment, the compensation committee examines peer group compensation practices, and with an understanding of those practices, seeks to create an appropriately leveraged, variable compensation program for our named executive officers that reinforces our pay-for-performance culture.
Performance-Based Cash Incentive Opportunities
Performance-Based Cash Incentive Opportunities Each named executive officer was assigned a target cash incentive opportunity, the amount of which was calculated as a percentage of their 2025 annual base salary paid for the year. The following table shows the target incentive of each named executive officer for 2025 compared to 2024:
Performance-Based Cash Incentive Opportunities
| Named Executive Officer | 2025 Target Cash Incentive as a % of Base Salary | 2024 Target Cash Incentive as a % of Base Salary | | Scott Keeney | 100% | 100% | | Joseph Corso | 65% | 65% |
Cash Incentive Structure and Objectives
Cash Incentive Structure and Objectives The 2025 annual cash incentive awards for our named executive officers were determined based on the achievement of revenue and profitability targets set at the beginning of the year based on our annual operating plan, as set forth below. Overall achievement is weighted 50% on revenue and 50% on adjusted EBITDA, with a maximum aggregate cash incentive payout of 160% of the target opportunity. For revenue, a minimum threshold of 90% achievement is required for a 90% payout, and the maximum payout is 120% for 120% achievement of the revenue target. For adjusted EBITDA, a minimum threshold of 25% achievement must be met before any cash incentive payout is earned with a maximum payout of 200%. We believe that the measures of revenue and adjusted EBITDA used for cash incentive awards are well aligned with how investors assess our operating performance and therefore represents an appropriate basis in implementing our pay-for-performance approach. The following is an illustration of the calculation of individual cash incentive payments for our named executive officers.
Cash Incentive Structure and Objectives
| % Achievement of Annual Company Financial Targetsx | Individual Target Cash Incentive Opportunity | = | Annual Cash Incentive Plan Payout |
Cash Incentive Structure and Objectives
The following table shows the level of achievement against the applicable financial targets set at the beginning of 2025:
Cash Incentive Structure and Objectives
| 2025 Financial Targets | Target | Actual | Weight | Achievement | | Revenue (in millions) | $222.9 | $261.3 | 50% | 117% | | Adjusted EBITDA (in millions) (1) | $0.0 | $31.2 | 50% | 200% | | Total | | | 100% | 159% |
Cash Incentive Structure and Objectives
(1) The target and actual adjusted EBITDA used in the calculation of cash incentive compensation achievement excludes incentive compensation and the effect of any non-ordinary course events determined by the compensation committee to be not within the annual operating plan used to set applicable performance targets under the cash incentive compensation plan. In accordance with our 2025 incentive compensation plan, we paid incentive compensation to our named executive officers in March 2026 equal to approximately 159% of their target incentive opportunity. The 2025 non-equity (cash) incentive compensation earned but not paid as of December 31, 2025 is reflected in the Summary Compensation Table below.
Long-Term Equity Incentives
Long-Term Equity Incentives Our 2018 Plan authorizes us to grant different types of equity awards, including stock options, time-based restricted stock awards ("RSAs") or RSUs and performance-based RSAs or RSUs. Equity awards to our named executive officers are determined by the compensation committee in accordance with the 2018 Plan and our administrative guidelines. Equity compensation is used to reward performance and contributions to our company, as well as to promote retention. The compensation committee believes that equity compensation is a key component of our pay-for-performance compensation philosophy and is an effective way to align compensation for named executive officers over a multi-year period directly with the interests of our stockholders by motivating and rewarding creation and preservation of stockholder value. Equity awards to our named executive officers are generally made on an annual basis, along with the annual equity awards made to other employees of our company. All annual grants are approved by the compensation committee under our guidelines for equity awards and typically are scheduled to vest during what we anticipate will be an open trading window under our insider trading policy. The compensation committee also considers and grants equity awards for special situations, such as promotions, from time to time.
2025 Annual Equity Awards
2025 Annual Equity Awards In 2025, the compensation committee issued annual equity awards in the form of a combination of time-vested and performance-based RSUs to our named executive officers. Time-vested RSUs were granted for their retentive effect and because their value is directly impacted by all stock price changes and therefore tied directly to stockholder value. Performance-based RSUs ("PRSUs") were also granted to our named executive officers in 2025. The vesting of these PRSUs is subject to our achievement of a three-year Total Shareholder Return goal (“TSR”) based on our TSR relative to the Russell 2000 index. As a result, the value of these PRSUs is directly impacted by our stock performance relative to peers and tied to stockholder value, reflecting our continued commitment to a pay-for-performance philosophy. The size of the annual equity grants made to our named executive officers is determined in light of the compensation committee’s objective of providing total target direct compensation that is competitive with market practices but also taking into account recent stock price performance. However, 2025 was a year of transitions for us, and it was no different for our long-term equity incentive programs. Our compensation committee noted the transitions in our business plan and retention needs and determined that an additional pay for performance program would be appropriate. Therefore, it undertook a vigorous special-cycle analysis of our equity compensation programs and following that analysis, in August 2025, approved a special one-time grant of performance-based RSUs ("Special PRSUs") in addition to the annual time-based and performance-based RSUs. The number of units earned is based on achievement of ambitious and rigorous stock price goals that must be achieved during a 6-year period, beginning on August 13, 2025. The compensation committee believes that the Special PRSUs demonstrate and reinforce our commitment to a philosophy of pay-for-performance by only vesting in the event that we are able to achieve significant increases in stockholder value and that such increases are sustained over a 60-day period. Our compensation committee believes that the Special PRSUs present a clear pay-for-performance linkage by only rewarding executives in the event that stockholders recognize significant gains. Although our compensation program has historically been heavily weighted toward long-term performance-based equity compensation, the Special PRSU program increased that weighting significantly in 2025. However, the Special PRSUs were designed with a dual-performance and incentive structure, with the intention of incentivizing long-term retention of our executive team, with 50% of earned Special PRSUs remaining unvested and subject to continued service requirements until January 3, 2028, and 50% until January 3, 2029, subject to certain protections in the case of qualified terminations. This provides us with three years of retention value with respect to our executives, and we believe that, in the fast-paced and every changing market in which we operate, this retention value will provide long-term benefits to our stockholders. The individual amounts for the 2025 annual and special equity awards granted to our named executive officers are set forth in the table below:
2025 Annual Equity Awards
| Named Executive Officer | 2025 Annual Time-Based RSUs (#) | 2025 Annual Performance-Based RSUs (#)(1) | 2025 Special Performance-Based RSUs (#)(2) | | Scott Keeney | 150,000 | 150,000 | 1,200,000 | | Joseph Corso | 50,000 | 50,000 | 100,000 |
2025 Annual Equity Awards
______________ (1) Annual performance-based RSUs reflect the "target" number of shares that can be earned based on performance. Actual shares earned may vary from 0% to 200% of the "target" number. (2) Special performance-based RSUs reflect the maximum number of shares that can be earned based on performance. The time-based RSUs granted to our named executive officers vest over a period of three years from the effective date, with one-third vested on March 1, 2026 and one-twelfth vesting each quarter thereafter for the next eight calendar quarters subject to the executive officer’s continued service with us, and further subject to vesting acceleration as described in the “Potential Payments upon Termination or Change-In-Control” section below. The PRSUs granted to our named executive officers in 2025 will vest following the end of a three-year performance period, subject to the executive officer’s continued service to us, with the number of units eligible for vesting determined based on performance of our TSR for the period from May 9, 2025 through March 31, 2028 (the period is subject to adjustment in the event we experience a change in control as described below) relative to the TSRs for the same time period of the companies identified as being part of the Russell 2000 Index as of May 9, 2025, that remain listed on any established stock exchange or national market system as of March 31, 2028. The PRSUs that become eligible for vesting based on our relative TSR performance will be between 0% and 200% of the target amount, with a maximum vesting of 100% if our TSR is negative, as measured by a third-party valuation firm and approved by the compensation committee. The table below reflects selected details relating to the PRSUs granted to our named executive officers in 2025.
2025 Annual Equity Awards
| Objective | Below Threshold | Threshold | Target | Maximum(1) | | Percentile Rank of our TSR against the Russell 2000 | Below the 25th percentile | 25th percentile | 50th percentile | 75th percentile or higher | | Percentage of PRSUs Eligible for Vesting(2) | 0% - no PRSUs vest | 50% | 100% | 200% |
2025 Annual Equity Awards
_________________ (1) The percentage of PRSUs eligible for vesting is capped at 100% if our TSR over the performance period is negative. (2) If our TSR over the performance period is between the 25th and 50th percentile, or it is positive and between the 50th and 75th percentile, then the percentage of the target number of PRSUs that will be eligible to vest will be interpolated linearly between the corresponding percentages designated for those percentiles. In the event that we experience a change in control as defined in the 2018 Plan before March 31, 2028, then performance on the relative TSR goal for these PRSUs will be measured over a reduced period from May 9, 2025 to the third trading day prior to the date of the change in control, and our TSR for this period will be measured using the per share price payable in the change in control as the ending stock price. The PRSU awards do not provide for acceleration of the requirement that service continue to May 14, 2028, but allow for the possibility of double-trigger vesting upon a qualifying termination if provided under another agreement, such as an employment agreement. The Special PRSUs granted to our named executive officers on August 13, 2025 will be earned subject to the achievement of specified stock price goals, measured on a volume-weighted average stock price over a trailing consecutive 60-day period (“Stock Price Goals”) during the 6-year period beginning on August 13, 2025 and continued service through the applicable date of certification of achievement. The Stock Price Goals are (i) $30, (ii) $35, and (iii) $40, for each one-third tranche of Special PRSUs, respectively. The $30 Stock Price Goal was achieved in December 2025, and both the $35 and $40 Stock Price Goals were achieved in January 2026, and this achievement was certified by the Compensation Committee, such that all of the Special PRSUs granted are now earned (“Earned Units”). Approximately 50% of the Earned Units will vest January 3, 2028, and 50% of the Earned Units will vest January 3, 2029, in each case subject to continued service through the applicable vesting date. If the Company’s volume-weighted stock price did not exceed the Stock Price Goals, then no Special PRSUs would become Earned Units or become eligible to vest. In the event that we experience a change in control, and the successor or acquiring entity does not assume or substitute for the Earned Units, the Earned Units will vest in connection with the change in control; otherwise, the Earned Units will remain subject to the applicable service-based requirements. The form of Special PRSU Agreement provides that Special PRSUs are subject to accelerated vesting upon certain qualifying terminations of employment and continued vesting eligibility upon certain qualifying terminations of service, subject to the effectiveness of a release of claims, as described in the Special PRSU Agreement and, with respect to Mr. Keeney, his Amended Employment Agreement. See the table entitled “Grants of Plan-Based Awards in Fiscal Year 2025" in this section of the proxy statement for additional information regarding these equity awards to our named executive officers in 2025.
Change of Control and Severance Benefits; Transition Arrangements
Change of Control and Severance Benefits; Transition Arrangements Our change of control severance agreements with our named executive officers and certain of our other officers are described in this Proxy Statement under “Employment Arrangements.” The compensation committee believes that these agreements protect the interests of our stockholders by providing a framework for avoiding the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate changes. The uncertainty about the future status of employment among management that can arise in the face of a potential change of control could result in the untimely departure or distraction of key officers. Change of control severance agreements provide support to officers to remain with our company despite uncertainties while a change of control is under consideration or pending and the compensation committee believes that the potential benefits under these agreements are reasonable and generally comparable to competitive agreements offered by our peer companies to their senior executives. Severance benefits are “double-trigger,” which means that they are provided to the executive only in the event that the executive is terminated, or the executive involuntarily experiences material changes in terms of employment, as defined in each agreement, following a change of control. We do not provide for gross ups for excise taxes under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Under our 2018 Plan, if a change in control occurs, any outstanding equity awards that are not assumed or substituted for in the transaction will become fully vested and exercisable, and all such performance-based equity awards will be deemed earned at the greater of target or actual results immediately prior to the change in control.
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards We do not grant equity awards on a predetermined schedule, but typically approve equity awards at regularly scheduled meetings of our Compensation Committee during an open trading window. We have not granted, nor do we intend to grant, stock options in anticipation of the release of material, nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and, we have not taken, nor do we intend to take, material nonpublic information into account when determining the timing or terms of stock options. Similarly, we have not timed, nor do we intend to time, the release of material, nonpublic information for the purpose of affecting the value of executive compensation or for any other purpose.
No Gross-Ups for Taxes on Parachute Payments and Deferred Compensation
No Gross-Ups for Taxes on Parachute Payments and Deferred Compensation We do not provide, and have no obligation to provide, any of our named executive officers with a “gross-up” or other reimbursement payment for any tax liability he or she might owe because of the application of Sections 280G, 4999 or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or she would receive either full payment of such payments and benefits or such lesser amount that would cause no portion of the payments and benefits being subject to the excise tax, whichever results in the greater after-tax benefits to our named executive officer.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation Our compensation committee considers accounting effects in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC 718, the standard which governs the accounting treatment of stock-based compensation awards. ASC 718 generally requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and restricted stock-based awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may realize no value from their awards. ASC 718 also generally requires companies to recognize the compensation cost of their share-based payment awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for the years ended December 31, 2025, 2024 and 2023. We refer to these persons as our “named executive officers” elsewhere in this proxy statement. The following table includes all compensation earned by the named executive officers for the respective periods, regardless of whether such amounts were actually paid during the period.
Summary Compensation Table
| Name and Principal Position | Year | Salary($) | Bonus($) | Stock Awards($)(1) | Non-equity Incentive Plan Compensation($)(2) | All Other Compensation($)(3) | Total($) | | Scott Keeney | 2025 | $476,808 | $— | $36,086,000 | $756,217 | $14,164 | $37,333,189 | | President and Chief Executive Officer | 2024 | 454,077 | — | 4,672,500 | — | 12,499 | 5,139,076 | | | 2023 | 438,000 | — | 3,523,500 | 50,370 | 12,294 | 4,024,164 | | Joseph Corso | 2025 | 326,510 | — | $4,397,664 | 336,599 | 13,600 | 5,074,373 | | Chief Financial Officer | 2024 | 310,961 | — | 1,557,500 | — | 9,813 | 1,878,274 | | | 2023 | 300,000 | — | 1,174,500 | 22,425 | 9,481 | 1,506,406 |
Summary Compensation Table
(1) The amounts reported in the Stock Awards column represent the aggregate grant date fair value of time-based RSUs and performance-based RSUs ("PRSUs") granted under our 2018 Plan to each of our named executive officers calculated in accordance with FASB ASC Topic 718. The grant date fair value of the PRSUs is determined using a Monte Carlo simulation pricing model. These amounts do not necessarily correspond to the actual value recognized by our named executive officers. For a discussion of valuation assumptions, see the notes to our audited financial statements included in our Annual Report on Form 10-K. (2) The amounts disclosed in this column for each year represent cash incentives earned and payable upon determination of achievement of financial targets. For more information regarding the cash incentive plan in 2025, please see the “Performance-Based Cash Incentive Opportunities” and "Cash Incentive Structure and Objectives" sections above. (3) The amounts disclosed in this column represent, for each named executive officer, company-paid 401(k) matching contributions and company-paid HSA contributions.
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025 The following table presents information regarding grants of plan-based awards during 2025 to our named executive officers. The non-equity incentive plan awards were granted under our 2025 cash incentive plan, as described in the “Performance-Based Cash Incentive Opportunities” and “Cash Incentive Structure and Objectives” sections above. The equity awards were granted under our 2018 Plan. The vesting schedule for the awards is set forth below in the table “Outstanding Equity Awards at Fiscal Year Ended December 31, 2025.”
Grants of Plan-Based Awards in Fiscal Year 2025
| Name | Grant date for Stock and Option Awards | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stocks or Units | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($)(1) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Scott Keeney | | — | $476,808 | $762,893 | — | — | — | — | $— | | | 5/22/2025 | — | — | — | 75,000 | 150,000 | 300,000 | — | 3,429,000 | | | 5/22/2025 | — | — | — | — | — | — | 150,000 | 2,133,000 | | | 8/13/2025 | — | — | — | — | 1,200,000 | 1,200,000 | — | 30,524,000 | | Joseph Corso | | — | 212,232 | 339,570 | — | — | — | — | — | | | 5/22/2025 | — | — | — | 25,000 | 50,000 | 100,000 | — | 1,143,000 | | | 5/22/2025 | — | — | — | — | — | — | 50,000 | 711,000 | | | 8/13/2025 | — | — | — | — | 100,000 | 100,000 | — | 2,543,664 |
Grants of Plan-Based Awards in Fiscal Year 2025
(1) Our named executive officers are eligible for a payout in the range of 0% to 160%.
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Under the Dodd-Frank Act and Item 402 of Regulation S-K under the Securities Act, we are required to disclose the ratio of the annual total compensation of our median-compensated employee to the annual total compensation of our CEO. We selected December 31, 2025, the last day of our fiscal year 2025, as the date on which to determine our median employee. In order to identify our median-compensated employee, we aggregated compensation for all of our world-wide employees as of December 31, 2025, as follows: Annual base salary for regular salaried employees, or hourly rate multiplied by the expected annual work schedule for regular hourly employees, plus target annual bonus or commission. Components of compensation paid in foreign currency were converted to U.S. dollars based on currency exchange rates as of December 31, 2025 (other than our CEO). We then ranked this compensation measure for all of our worldwide employees and identified the median employee. Our median-compensated employee on a worldwide basis is an Engineering Technician in the United States. The compensation of our median employee does not include certain company-provided benefits such as health insurance, life insurance or employee stock purchase plan. For 2025, the annual total compensation for Mr. Keeney, from the Summary Compensation Table above, was $37,333,189, and the annual total compensation for our median-compensated employee was $82,014, resulting in an estimated pay ratio of approximately 455:1. As noted above, Mr. Keeney's cash compensation for 2025 was $1,247,189. The Summary Compensation Table total for Mr. Keeney for 2025 includes the following equity grants that are earned over time and subject to continued service: •the grant date fair value of time-based equity compensation awarded during 2025 that will be earned over three years; •the grant date fair value performance-based equity compensation awarded during 2025 that will be measured and earned in three years based on relative Total Shareholder Return, which is valued for purposes of the Summary Compensation Table and this pay ratio disclosure using a Monte Carlo simulation; and •the grant date fair value of performance-based equity compensation awarded during 2025 that will be earned in 2028 and 2029 based on achievement of specified Stock Price Goals, and is valued for purposes of the Summary Compensation Table and this pay ratio disclosure using a Monte Carlo simulation. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations, worldwide locations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance
Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act (the "PvP Rules"), 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 material that follows is provided in compliance with these rules; however additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our Compensation Discussion and Analysis. The following table provides information regarding compensation actually paid to our principal executive officer ("PEO"), and other named executive officers ("Other NEOs") for each year from 2021 to 2025, compared to our TSR from December 31, 2020, through the end of each such year, and our net income and total revenue for each such year.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment | | | | | Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1), (2) | Average Compensation Actually Paid to Non-PEO NEOs(1), (3) | Company Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Loss (in thousands)(6) | Total Revenue (in thousands)(7) | | 2025 | $37,333,189 | $88,597,639 | $5,074,373 | $18,836,913 | $115 | $194 | $(23,467) | $261,330 | | 2024 | 5,139,076 | 1,176,578 | 1,878,274 | 501,954 | 52 | 143 | (60,792) | 198,548 | | 2023 | 4,024,164 | 7,697,077 | 1,506,406 | 2,749,232 | 67 | 130 | (41,670) | 209,921 | | 2022 | 3,419,436 | (2,827,678) | 840,049 | (2,323,427) | 50 | 110 | (54,579) | 242,058 | | 2021 | 5,741,065 | 2,568,562 | 2,286,632 | 430,621 | 118 | 138 | (29,669) | 270,146 |
Pay Versus Performance
______________ (1) NEOs included in these columns reflect the following individuals:
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2025 | Scott Keeney | Joseph Corso | | 2024 | Scott Keeney | Joseph Corso | | 2023 | Scott Keeney | Joseph Corso | | 2022 | Scott Keeney | Ran Bareket, Joseph Corso | | 2021 | Scott Keeney | Ran Bareket |
Pay Versus Performance
(2) Amounts reflect Summary Compensation Table Total pay for our NEOs for each corresponding year. (3) Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for 2025 the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (SCT):.
Pay Versus Performance
| | Fiscal Year 2025 (For PEO) | Fiscal Year 2025 (Average For Non-PEO NEOs) | | PEO Summary Compensation Table Total(a) | $37,333,189 | $5,074,373 | | Minus: Grant Date Fair Value of Equity Awards Granted in the Fiscal Year(b) | (36,085,997) | (4,397,666) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year(c) | 61,315,275 | 9,309,142 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years(c) | 20,021,127 | 6,741,259 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year(c) | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year(c) | 6,014,045 | 2,109,805 | | Total adjustments | 51,264,450 | 13,762,540 | | Compensation Actually Paid | $88,597,639 | $18,836,913 |
Pay Versus Performance
For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. _______________ a.We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the PvP rules are not relevant to our analysis and no adjustments have been made. b.The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. c.In accordance with PvP Rules, the fair values of unvested and outstanding equity awards to our PEO were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards. Please see “Accounting Assumption Disclosures” for further discussion on the assumptions used for these remeasurements. (4) Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in our common stock, for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. (5) Peer Group TSR represents the cumulative return on a fixed investment of $100 in the S&P 600 Technology Hardware & Equipment (Industry Group) for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. (6) The dollar amounts reported are our net income as reflected in our audited financial statements. (7) In our assessment, total revenue is the financial performance measure that is the most important financial performance measure (other than total shareholder return) used by us in 2025 to link compensation actually paid to performance.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table presents information concerning equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| Name | Option Awards(1) | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price($)(2) | Option Expiration Date | Number of Shares of Stock that Have Not Vested (#) | Market Value of Shares of Stock that Have Not Vested($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($)(4) | | Scott Keeney | 31,748 | — | $1.10 | 07/01/2026 | — | — | — | — | | | 99,706 | — | 1.45 | 06/02/2027 | — | — | — | — | | | 263,794 | — | 1.45 | 06/02/2027 | — | — | — | — | | | | | | | 12,501(6) | $468,913 | 150,000(9) | $5,626,500 | | | | | | | 62,520(7) | 2,345,125 | 150,000(10) | 5,626,500 | | | | | | | 150,000(8) | 5,626,500 | 150,000(11) | 5,626,500 | | | | | | | | — | 1,200,000(12) | 45,012,000 | | Joseph Corso | — | — | — | — | 2,500(5) | 93,775 | 50,000(9) | 1,875,500 | | | — | — | — | — | 4,167(6) | 156,304 | 50,000(10) | 1,875,500 | | | — | — | — | — | 20,840(7) | 781,708 | 50,000(11) | 1,875,500 | | | — | — | — | — | 50,000(8) | 1,875,500 | 100,000(12) | 3,751,000 |
Outstanding Equity Awards at December 31, 2025
(1) Each of the outstanding options to purchase shares of our common stock was granted pursuant to our 2001 Stock Option Plan, as amended. (2) Each of the exercise prices in this column represents the fair market value of a share of our common stock on the date of grant of the option (including options granted pursuant to our February 2015 stock option exchange program), in each case as determined by our board of directors. (3) The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on the Nasdaq Global Select Market on December 31, 2025, the last trading day of the year, which was $37.51 per share. (4) Market value was calculated by multiplying the target number of performance shares by the closing market price of our common stock on the Nasdaq Global Select Market on December 31, 2025, the last trading day of the year, which was $37.51 per share. (5) Represents time-based RSUs that were granted under our 2018 Plan in 2022 that have not vested as of December 31, 2025. One-fourth of the RSUs vested or will vest on each of March 1, 2023, 2024, 2025 and 2026, subject to continued service with us through each such vesting date. (6) Represents time-based RSUs that were granted under our 2018 Plan in 2023 that have not vested as of December 31, 2025. One-third of the RSUs vested on March 1, 2024, and one-twelfth of the RSUs have vested or will vest each of the next eight quarters thereafter, subject to continued service with us through each such vesting date. (7) Represents time-based RSUs that were granted under our 2018 Plan in 2024 that have not vested as of December 31, 2025. One-third of the RSUs will vest on March 1, 2025, and one-twelfth of the RSUs will vest each of the next eight quarters thereafter, subject to continued service with us through each such vesting date. (8) Represents time-based RSUs that were granted under our 2018 Plan in 2025 that have not vested as of December 31, 2025. One-third of the RSUs will vest on March 1, 2026, and one-twelfth of the RSUs will vest each of the next eight quarters thereafter, subject to continued service with us through each such vesting date. (9) Represents performance-based RSUs granted in 2023. Upon the achievement of the specified performance conditions, 100% of the earned RSUs will vest on May 14, 2026, subject to continued service to us through such date. (10) Represents performance-based RSUs granted in 2024. Upon the achievement of the specified performance conditions, 100% of the earned RSUs will vest on May 14, 2027, subject to continued service to us through such date. (11) Represents performance-based RSUs granted in May 2025. Upon the achievement of the specified performance conditions, 100% of the earned RSUs will vest on May 14, 2028, subject to continued service to us through such date. (12) Represents performance-based RSUs granted in August 2025. Upon the achievement of the specified performance conditions, 50% of the earned RSUs will vest on January 3, 2028 and 50% of the earned RSUs will vest on January 3, 2029, subject to continued service to us through such date.
Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2025
Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2025 The following table presents information concerning the exercise of options during 2025 by our named executive officers, and the vesting of stock awards held by them during 2025 (with the reported value based on the market price on the applicable date and for exercised options, less the applicable exercise price).
Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2025
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | | Scott Keeney | — | $— | 564,010 | $12,474,468 | | Joseph Corso | — | — | 147,079 | 3,255,784 |
Potential Payments upon Termination or Change-In-Control
Potential Payments upon Termination or Change-In-Control The following tables provide information concerning the estimated payments and benefits that would be provided in the circumstances described above, assuming that the triggering event took place on December 31, 2025, the last day of our fiscal year. For purposes of valuing accelerated vesting, the values indicated in the tables below are calculated, with respect to RSAs or RSUs, as $37.51 (the closing price of a share of our common stock on December 29, 2025, the last trading day of 2025), multiplied by the number of unvested shares subject to the RSAs or RSUs as of December 31, 2025 that are being accelerated (and for performance-based RSAs or RSUs, based on the target number of shares). Neither Mr. Keeney nor Mr. Corso had any unvested stock options as of December 31, 2025. Payments under employment agreements, as of December 31, 2025: