DEF 14A of Lightwave Logic, Inc.
Filed Apr 10, 2026 · FY20250001553350-26-000061
What percentages of stock do the directors and officers own?
What percentages of stock do the directors and officers own? Together, they own approximately 2.21% of our Company common stock as of the Record Date. For information regarding the ownership of our common stock by management, see the section entitled “Voting Securities and Principal Holders Thereof” elsewhere in this Proxy Statement.
Do I have dissenters’ rights of appraisal?
Do I have dissenters’ rights of appraisal? Under Nevada Revised Statutes, our stockholders are not entitled to appraisal rights with respect to any of the items proposed to be voted upon at the Annual Meeting.
Where can I find general information about the Company?
Where can I find general information about the Company? General information about us can be found on our website at www.lightwavelogic.com. The information on our website is for informational purposes only and should not be relied upon for investment purposes. The information on our website is not incorporated by reference into this Proxy Statement and should not be considered part of this or any other report that we file with the Securities and Exchange Commission (“SEC”). We make available free of charge, either by direct access on our website or a link to the SEC’s website, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. Our reports filed with, or furnished to, the SEC are also available directly at the SEC’s website at www.sec.gov. ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF EACH DIRECTOR NOMINEE AND FOR A PROPOSAL IF NO CONTRARY SPECIFICATION IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF THE PERSON NAMED IN THE PROXY WITH RESPECT TO ANY OTHER BUSINESS THAT MAY COME BEFORE THE ANNUAL MEETING.
INFORMATION REGARDING DIRECTORS, EXECUTIVE
INFORMATION REGARDING DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE
OFFICERS AND CORPORATE GOVERNANCE
BOARD OF DIRECTORS
BOARD OF DIRECTORS Our 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 six directors. Our Board of Directors is divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class III, with staggered terms of office and with each director serving for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director's earlier death, resignation or removal. The names of our directors, including the two (2) nominees to be elected at the Annual Meeting, and certain information about each of them are set forth below. The Company’s Nominating and Corporate Governance Committee may evaluate individuals in the future to consider additional members for our Board of Directors following the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named.
Identity of Directors
Identity of Directors
Identity of Directors
| Name | Age | First year Elected Director | Position/Committees | Director class/Term | Independent | | Yves LeMaitre | 61 | 2024 | CEO, ED | Class I Expires 2027 | no | | Ronald A Bucchi | 70 | 2012 | COB, AC*, FE, NCGC | Class II Expires 2028 | yes | | Siraj Nour El-Ahmadi | 61 | 2013 | NID | Class I Expires 2027 | no | | Craig Ciesla | 53 | 2022 | AC, CC, NCGC | Class II Expires 2028 | yes | | Laila S. Partridge | 61 | 2023 | AC, CC*, NCGC | Class III Expires 2026 | yes | | Thomas Connelly, Jr. | 73 | 2024 | CC, NCGC* | Class III Expires 2026 | yes |
Identity of Directors
AC - Audit Committee CEO - Chief Executive Officer COB - Chair of the Board of Directors (non-executive) CC - Compensation Committee ED – Employee Director FE - Financial Expert NCGC – Nominating and Corporate Governance Committee NID – Non-Independent Director * Committee Chair
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. From 2021 to 2025, 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 was a strategic board advisor to Trumpf Photonic Components and 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. Ronald A. Bucchi. Ron has served as a director of our Company since 2012, and is the Chair 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. Since September 2023, Mr. Bucchi has served as Financial Officer for Brewer Lane Ventures, a fintech/insurtech venture firm. Since October 2018, Mr. Bucchi has served as the CFO for Callahan Investments LLC, a Massachusetts family office. 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. Mr. Bucchi holds a BS in Accounting from Central Connecticut State University and 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 El-Ahmadi. Mr. El-Ahmadi has served as a director of our Company since October 2, 2013. Since April 2025, Mr. El-Ahmadi has served as the Chief Operating Officer at Atlas Data Storage, a Silicon Valley based deep technology company developing large data archival solutions based on synthetic DNA. He previously served as the acting VP of Engineering of our Company from December 2024 to December 2025. From November 2021 through January 2025, Mr. El-Ahmadi 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, Mr. El-Ahmadi also led strategy and corporate development activities, including M&A and strategic partnerships to expand the company’s leadership globally. Mr. El-Ahmadi also served as an independent consultant for Twist Biosciences, a biotechnology company, from August 2019 through March 2025. Mr. El-Ahmadi brings 30+ years of experience developing and scaling multiple industry-first, award-winning technology products and solutions exceeding $1B in revenues. From January 2004 to April 2021, Mr. El-Ahmadi 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), Mr. El-Ahmadi assumed the General Manager and President role of IPG Photonics optical transceiver division from May 2016 to September 2021. Prior to founding Menara, he 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, he was the Product Architect & Vice President of Product Management at Qtera Corporation, a successful technology start-up acquired by Nortel in 2000 for $3.25 billion. Mr. El-Ahmadi also held a Senior Manager position at Bell Northern Research and worked as a Transmission Engineer at WilTel (WorldCom) where he evaluated and deployed the world’s first bidirectional EDFA and bi-directional WDM transmission. He 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, Signal Processing, and ASIC design. Mr. El-Ahmadi served as an independent director on the Board Avanseus, a pioneer Artificial Intelligence company providing solutions to telecommunication networks providers, smart grids and smart manufacturing, until March 2026 when the company was acquired by Accenture. Mr. El-Ahmadi 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, optical networking, and nanotechnology 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. Since August 2023, he has served as vice president for hardware engineering at 10X Genomics, a leading life sciences company. From 2017 through July 2023, 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.
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. Since January 2023, Laila has served as founder and chief executive officer of The HardTech Project, which addresses the funding gap for early-stage hardware start-ups at scale. From April 2019 through December 2022, 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. From July 2019 through July 2024, she also served on the board of directors of Cambridge Bancorp (NASDAQ: CATC) and was a member of its Audit Committee and Compensation Committee. She also was a Director of Strategic Investments at Intel Capital during its formative years. Laila began her career in banking. In her last banking role she served as VP of Corporate Banking for Wells Fargo, 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 a Chair of our 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, from February 2015 to January 2023. 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.
Executive Compensation Objectives and Philosophy
| • | Focus executive behavior on achievement of measurable technical and commercial milestones, long-term corporate objectives and strategy; |
Annual Cash Bonus
Annual Cash Bonus The Compensation Committee established the following cash bonus awards for our CEO and President, that were determined on an arms’ length basis in connection with entry into their respective employment agreements in December 2024 and evaluated based on the achievement of recent and anticipated 2025 performance:
Annual Cash Bonus
| Named Executive Officer | Fiscal 2025 Year End Salary(1) | 2025 Annual Cash Bonus Award (as a percentage of base salary at time of bonus) (%) | 2025 Annual Cash Bonus Award | | Yves LeMaitre | $500,000 | 36% | $150,000 | | Tom Zelibor | $360,000 | 21% | $75,000 |
Annual Cash Bonus
| (1) Reflects Mr. LeMaitre’s base salary following the entry into his new employment agreement in September 2025. At the time of the bonus, his base salary was $420,000. He is eligible for an annual cash bonus of up to $300,000 pursuant to the new employment agreement. |
Annual Cash Bonus
The Compensation Committee considered performance related to electro-optic polymer development, customer collaboration, investor engagement and executive team expansion for Mr. LeMaitre and performance related to corporate organization design and culture and executive team expansion for Mr. Zelibor. The Compensation Committee determined to award all incentive-based compensation to Mr. Marcelli as PSUs in 2025 in light of the Company’s operating expense considerations. Accordingly, he did not receive any cash bonus for the year.
Long-Term Equity Compensation
Long-Term Equity Compensation Long-term equity compensation aligns the interests of our executive officers with those of our stockholders while encouraging successful execution of our strategic and operational plans designed to lead to appreciation in the value of our common stock. Historically, our NEOs’ long-term equity incentive program relied exclusively on stock options, and for 2024, a mix of restricted stock awards and stock options. During 2025, we transitioned NEOs to performance-based restricted stock units (“PSUs”) and restricted stock units (“RSUs”). The Compensation Committee determined that a transition to full value awards was appropriate to better manage the dilution caused by our equity incentive program and to align with peer market norms to improve the market competitiveness of our program. In April 2025, for each named executive officer, the Compensation Committee established a target PSU award opportunity, achievement of which would be determined based on the NEO’s fiscal 2025 achievements against a combination of corporate and individual performance metrics. Given the Company’s share price volatility, the Compensation Committee determinations reflected a target number of shares, rather than a target dollar value, to appropriately manage our burn rate and dilution levels. The Compensation Committee established these awards in April 2025, shortly after Mr. LeMaitre assumed the role of CEO. In connection with discussions in September 2025 on the entry into a new employment agreement for Mr. LeMaitre, the Compensation Committee considered the Company’s strategic evolution underway and the criticality of Mr. LeMaitre’s performance over the next two years to our growth imperative by successfully expediting the commercialization of our advanced polymer-based solutions and securing new opportunities and strategic partnerships. These considerations led to the determination that the April 2025 PSU’s metrics and one-year performance period were not well aligned to broadly incentivize Mr. LeMaitre’s performance during this critical period of strategic transformation for the Company. After careful consideration, the Compensation Committee determined that time-based vesting RSUs would better drive holistic performance during this period of critical commercialization, while continuing to align Mr. LeMaitre’s pay outcomes with stockholder experience. Accordingly, in September 2025, in connection with the entry into his new employment agreement, the Compensation Committee determined to convert Mr. LeMaitre’s PSU award to time-based vesting RSUs and granted an additional number of RSUs, which will be Mr. LeMaitre’s sole equity incentive opportunity for both 2025 and 2026. These RSUs collectively vest in four installments on the 6th, 12th, 18th and 24th month anniversaries of the grant date, from March 2026 through September 2027. The Compensation Committee set this vesting schedule to align with our imperative for rapid commercialization, with incremental vesting to provide value realization opportunities aligned with the value Mr. LeMaitre creates for stockholders and incentivize his ongoing performance for the duration of the vesting period. The Compensation Committee also considered that this conversion approach efficiently managed the dilutive impact of our equity incentive compensation. Further, while the Compensation Committee believes that RSUs will continue to strongly incentivize holistic performance, it recognized the shift in Mr. LeMaitre’s equity value, risk and retention profile as a result of this decision, and accordingly determined that Mr. LeMaitre would not receive any additional equity incentive awards through the end of 2026. Accordingly, he will next be eligible to receive equity incentive awards in fiscal 2027. For Mr. Marcelli and Mr. Zelibor, the Compensation Committee determined that PSUs originally granted continued to appropriately incentivize them given the succession and retirement conversations that were underway and their likely departures at fiscal 2025 year end. 2025 Annual Equity Awards The number of shares granted to each NEO, as set forth in the table below, was determined taking into consideration various factors, including the dilutive impact of the awards, each executive’s role and responsibility, critically to execution of our strategic and operational objectives, market conditions and retention profile.
Long-Term Equity Compensation
| Named Executive Officer | RSUs(1) | PSUs | | Yves LeMaitre | 2,442,997 | 0 | | James Marcelli | 0 | 323,276 | | Tom Zelibor | 0 | 247,845 |
Long-Term Equity Compensation
| (1) Mr. LeMaitre’s was initially granted 1,616,380 PSUs in April 2025, at the same time as Messrs. Marcelli and Zelibor; as explained above, these awards were subsequently converted into RSUs, and he was awarded an additional 826,617 RSUs in September 2025 vesting in 3 equal installments every 6 months starting with September 30, 2026. |
Long-Term Equity Compensation
Messrs. Zelibor’s and Marcelli’s PSUs where subject to vesting based on the achievement of corporate and individual performance metrics, which were weighted 60% based on corporate metrics (including investor engagement, electro-optic polymer development, customer collaboration, and implementation and maintenance of operational excellence) and 40% based on individual metrics, for the one-year performance period ending December 31, 2025. Following conclusion of the December 31, 2025 performance period, the Compensation Committee determined that across the corporate and individual performance metrics, Mr. Zelibor and Mr. Marcelli’s PSUs were earned at 95% of target.
Equity Grant Timing
Equity Grant Timing The Board and Compensation Committee strive 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 Stockholder Meeting upon the election of the 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 does not take 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. No off-cycle stock option awards were granted to named executive officers in 2025. During 2025, the Company did not grant equity awards to its named executive officers during the four business days prior to or the one business day following the filing of its periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
Compensation-Setting Process
Compensation-Setting Process Role of the Compensation Committee Our executive compensation program is designed and administered under the direction and control of the Compensation Committee, which is made up solely of independent directors. The Compensation Committee performs a review of compensation for our executive officers annually. As part of this review, the Compensation Committee takes into consideration its understanding of external market data, including companies competing in our industry. Role of CEO The Compensation Committee works with members of our management team, including our CEO, to formulate the specific plan and award designs, including performance measures and performance target levels, necessary to align our executive compensation program with our business objectives and strategies. Our CEO reviews with the Compensation Committee his performance evaluations of each of our other NEOs, together with his recommendations regarding base salary adjustments, annual incentive awards and long-term incentives to enable the Compensation Committee to consider our financial and operational results as well as individual performance in its compensation decisions. The Compensation Committee makes all final decisions regarding the compensation of all our NEOs. While certain members of management attended the meetings of the Compensation Committee in 2025 by invitation, they did not attend executive sessions of the meetings unless requested by the Compensation Committee, and they did not attend portions of Compensation Committee meetings during which their individual compensation was discussed or approved. Role of Compensation Consultant Our Compensation Committee engages the services of an independent compensation consulting firm to help it design our executive and board compensation programs. During 2025, both Meridian Compensation Partners, LLC and Aon plc provided advisory services to the Compensation Committee. Meridian provided guidance on our 2025 peer group composition and long-term incentive design, board compensation program and provided comparative data on executive compensation practices within our peer group and industry. In mid-2025, the Compensation Committee transitioned from Meridian to Aon, who advised the Compensation Committee in connection with the entry into Mr. LeMaitre’s new employment agreement. Although the Compensation Committee and Board consider the advice and recommendations of an independent compensation consultant, ultimately, they make their own decisions about executive compensation matters. In the future, we expect that our Compensation Committee will continue to engage an independent compensation consultant to provide additional guidance on our executive compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies. Our Compensation Committee reviews information regarding the independence and potential conflicts of interest of any compensation consultant it may engage, taking into account, among other things, the factors set forth in Nasdaq rules. With respect to services provided in 2025, our Compensation Committee concluded that the engagement of Meridian and Aon did not raise any conflict of interest. Compensation Peer Group The Compensation Committee reviews compensation relative to a set of companies that compete with us for talent. The peer group is a reference point and is used as one of several inputs in compensation decision-making, helping to inform the structure and level of pay opportunities. The Compensation Committee does not target a specific percentile of the peer group and retains discretion to consider Company performance, individual contributions, internal equity, and other relevant factors when making compensation decisions. We construct our peer group to include companies that are similar to us in terms of industry and business model, with market capitalizations ranging from approximately 0.25x to 4x our market capitalization at the time of selection and limited revenues of not more than approximately $225 million, consistent with our pre-commercial stage of development. The peer group used for assessing 2025 compensation decisions consisted of the companies indicated below. Bolded companies reflect those that were added in 2025, on the basis that their industry and business models were well aligned with the Company’s strategic evolution to focus on polymer development and sales, whereas previously it also developed devices.
Employment Agreements
Employment Agreements Mr. LeMaitre. On September 12, 2025, we entered into a new employment agreement with Mr. LeMaitre for a three-year term, subject to renewal for successive 12-month terms upon the written agreement of the parties within a specified period prior to the expiration of the existing term (the “2025 LeMaitre Employment Agreement”). The 2025 LeMaitre Employment Agreement provides that Mr. LeMaitre’s annual base salary will be $500,000 per year and sets his annual cash bonus opportunity at 60% of his annual base salary, with such bonus to be earned based on the achievement of the Company’s objectives, as established by mutual agreement of the Company and Mr. LeMaitre and subject to the approval of the Board. In addition, as provides in the 2025 LeMaitre Employment Agreement, Mr. LeMaitre was granted an award of 826,617 RSUs which vests in three equal installments every six months starting on September 30, 2026 (the “Additional RSU Award”) and his performance-based equity award for 1,616,380 performance-based RSUs (the “Existing RSU Award”) was amended to remove the performance-based vesting requirement and to modify the vesting requirements for the award’s RSUs. Both the Additional RSU Award and the Existing RSU Award are subject to the terms and conditions of the respective equity award pursuant to which they were granted and vest in four equal installments on the sixth month, 12th month, 18th month, and 24th month anniversary of their respective grant dates, subject to Mr. LeMaitre’s continued employment as of each applicable vesting date. Further, subject to his continued employment, Mr. LeMaitre is not eligible for an additional annual equity award until 2027, as determined in the discretion of the Board. The Additional RSU Award was granted under the Lightwave Logic, Inc. 2025 Equity Incentive Plan, while the Existing RSU Award was granted under the Lightwave Logic, Inc. 2016 Equity Incentive Plan. Further, the 2025 LeMaitre Employment Agreement provides for certain payments and benefits in the event of specified terminations of employment, including a termination of employment in connection with a change in control of the Company and contains provisions regarding the Company’s proprietary rights, restrictions on the use of the Company’s confidential information, and separate restrictive covenants prohibiting the solicitation of the Company’s employees and customers. Mr. Zelibor. Under his employment agreement dated December 10, 2024, in connection with his departure effective December 31, 2025 we had no ongoing compensation obligations with Mr. Zelibor. Mr. Marcelli. Under his employment agreement dated August 10, 2015, as amended on both March 16, 2023 and June 18, 2024, in connection with the termination of his employment upon the expiration of his employment agreement on December 31, 2025, Mr. Marcelli is to receive his then-effective base salary of $32,156 per month for a period of nine months through September 30, 2026.
2025 Clawback Analysis
2025 Clawback Analysis As previously disclosed in our Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Q2 2025 Form 10-Q”), we identified an error related to the accounting for non-cash stock option exercises in previously issued financial statements. The identified error impacted our previously filed annual financial statements for the fiscal years ended December 31, 2021, and quarterly financial statements for the fiscal quarter ended June 30, 2025. Accordingly, the Company presented revisions to the previously issued financial statements in the Q2 2025 Form 10-Q (the “Revisions”). In connection with the Revisions, the Committee conducted a recovery analysis under our Clawback Policy of incentive-based compensation received by our current and former executive officers for 2025 (the “Subject Period”) to ascertain whether any recovery of excess incentive-based compensation was required. Based on this analysis, the Compensation Committee determined that no recovery was required. For 2025, the executive officers were eligible to receive incentive-based compensation under PSUs with performance periods ending in that fiscal year. Recovery was not required for the PSUs because the Revisions did not change the amounts of incentive-based compensation that would have been paid to the executive officers. For the 2025 PSUs, the executive officers were paid incentive-based compensation based on certain corporate and individual performance metrics, none of which were tied to the financial results of the Company nor the Company’s stock price.
Tax and Accounting Considerations
Tax and Accounting Considerations In considering compensation of our NEOs, one of the factors the Board takes into account is the anticipated tax treatment of various components of compensation. Our Board’s strategy is to be cost and tax efficient, and the Board intends to preserve corporate tax deductions where possible, while maintaining the flexibility in the future to approve arrangements that it deems to be in our best interests and the best interests of our stockholders, even if such arrangements do not always qualify for full tax deductibility. Section 162(m) of the Internal Revenue Code, which generally disallows a tax deduction for certain compensation in excess of $1 million. The Compensation Committee will award non-deductible compensation where it believes doing so is in our and our stockholders’ best interests, regardless of its deductibility. We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense for stock-based payments, including stock options, RSUs, PSUs, shares of common stock and other forms of equity compensation.
2025 Summary Compensation Table
2025 Summary Compensation Table The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers for the fiscal years ended December 31, 2025 and 2024.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal | Year | Salary | Bonus | Stock Awards | Option Awards | All Other Compensation | Total | | Position | | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c)(1) | (d) | (e)(2) | (f)(2) | (g)(3) | (h) | | Yves LeMaitre(4) | 2025 | 443,939 | 300,000 | 7,866,451 | — | 4,307 | 8,614,697 | | CEO | 2024 | 35,250 | — | 173,340 | 418,106 | 177 | 626,873 | | Thomas E. Zelibor(5) | 2025 | 360,000 | 75,000 | 218,406 | — | 3,375 | 656,781 | | President | 2024 | 19,500 | — | 92,750 | 174,514 | 131 | 286,895 | | James S. Marcelli (6) | 2025 | 385,875 | — | 284,878 | 48,068 | 3,623 | 722,444 | | CFO, COO | 2024 | 385,875 | 115,762(7) | — | 309,629 | 3,243 | 814,509 |
Summary Compensation Table
| 1. | Where the named executive officer serves as both an executive 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 executive officer and a director. See footnote 4 below. |
Summary Compensation Table
| 2. | The aggregate grant date fair value of stock and option awards in columns (e) and (f) are computed in accordance with FASB ASC Topic 718. All assumptions made in the valuation are more fully described in Note 11 - Stock Based Compensation of Notes to Financial Statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2026. The amounts shown in columns (e) and (f) do not reflect dollar amounts actually received by our named executive officers. For our CEO, this amount reflects the grant date fair value of the two Restricted Stock Units grant awards during 2025, one tranche of which grant replaced the originally granted PSU award, none of which was vested by the time of the modification of the award to convert it to a RSU award. For Mr. Marcelli and Mr. Zelibor, the value in column (e) reflects the grant date fair value of the PSU awards actually issued in 2025, which was 95% of the target granted amount. |
Summary Compensation Table
| 3. | The amount in column (g) reflects a salary gross up for long term disability premium payments for all named executive officers. |
Summary Compensation Table
| 4. | Mr. LeMaitre was appointed as the Company’s CEO on December 11, 2024. Prior to his appointment as CEO, during 2024, Mr. LeMaitre 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. Mr. LeMaitre’s annual base salary was increased on September 12, 2025 from $420,000 to $500,000 per year, in conjunction with the entry into his new employment agreement. |
Summary Compensation Table
| 5. | Mr. Zelibor was appointed as the Company’s President on December 11, 2024 and retired from all executive officer positions with the Company on December 31, 2025. |
Summary Compensation Table
| 6. | Mr. Marcelli position as President and Chief Operating Officer of the Company was changed to Chief Financial Officer and Chief Operating Officer on December 11, 2024. Mr. Marcelli retired from all executive officer and director positions with the Company on December 31, 2025. In connection with his retirement, the Company will continue to pay Mr. Marcelli his annual base salary of $385,875 for a period of nine months. See “Employee, Severance, Separation and Change in Control Agreements” below. |
Summary Compensation Table
| 7. | Represents cash bonus of $57,881 and non-cash bonus in the form of stock options valued at $57,881 (see footnote 2 above). |
2025 Grants Of Plan-Based Awards Table
2025 Grants Of Plan-Based Awards Table The following table shows stock option and stock grants made to executive officers during 2025.
2025 Grants Of Plan-Based Awards Table
| | Option Awards | | | | Stock Awards | | | | Name | Grant Date | Number of Stock Options (#) | Exercise Price ($) | Grant Date Fair Value of Options ($) | Number of Shares or Units of Stock Granted | Number of Shares or Units of Stock Issued | Grant Date Fair Value of Stock Units Granted ($) | | Yves LeMaitre | 9/12/2025 | — | — | — | 1,616,380(1)(3) | — | 5,204,744 | | | 9/12/2025 | — | — | — | 826,617(2) | — | 2,661,707 | | Thomas E. Zelibor | 4/18/2025 | — | — | — | 247,845(1) | 235,453 | 229,901 | | James S. Marcelli | 2/6/2025 | 32,336 | 1.79 | 48,068 | 323,276(1) | 307,113 | 299,871 | | | 4/18/2025 | — | — | — | — | — | — |
2025 Grants Of Plan-Based Awards Table
| 1. | Issued from the Company’s 2016 Equity Incentive Plan. |
2025 Grants Of Plan-Based Awards Table
| 2. | Issued from the Company’s 2025 Equity Incentive Plan. |
2025 Grants Of Plan-Based Awards Table
| 3. | This performance RSU grant was modified on September 12, 2025 by removing performance metrics and modifying the vesting schedule. The incremental fair value of the modified award together with the remaining unrecognized original grant-date fair value is $3,365,938, and was determined pursuant the guidance in ASC 718 – Share-based Compensation. (See Note 11 to the Financial Statements included in the Company’s Annual Report on Form 10-K for additional information regarding the assumptions utilized.) |
2025 Outstanding Equity Awards At Fiscal Year-End Table
2025 Outstanding Equity Awards At Fiscal Year-End Table The table below summarizes all of the outstanding equity awards for our named executive officers as of December 31, 2025, our latest fiscal year end.
2025 Outstanding Equity Awards At Fiscal Year-End Table
| | Option Awards | | | | | | Stock Awards | | | | Name | Number of securities underlying unexercised options(#) exercisable | Number of securities underlying unexercised options(#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested | Market value of shares of units of stock that have not vested | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested | | | | | (#) | ($) | | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Yves LeMaitre | — | — | — | — | — | — | — | 2,442,997 | 7,915,310 | | CEO (from 12/11/2024), Director (1), (4) | 37,500 | — | — | 5.00 | 7/31/2034 | — | — | 4,308 | 13,958 | | | 150,000 | — | — | 2.65 | 12/9/2034 | — | — | — | — | | Thomas E. Zelibor President (2), (4) | 50,000 | — | — | 1.22 | 1/22/2028 | — | — | — | — | | | 85,000 | — | — | 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 | — | — | — | — | | James S. Marcelli | 100,000 | — | — | 1.04 | 4/7/2029 | — | — | — | — | | CFO, COO, | 250,000 | — | — | 1.6 | 4/18/2031 | — | — | — | — | | Director(3)(4) | 80,000 | — | — | 9.65 | 1/17/2032 | — | — | — | — | | | 160,000 | — | — | 5.22 | 3/15/2033 | — | — | — | — | | | 120,000 | — | — | 5.00 | 6/17/2034 | — | — | — | — | | | 32,336 | — | — | 1.79 | 2/5/2035 | — | — | — | — |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| 1. | Mr. LeMaitre received options to purchase up to: |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 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 shares per month. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 150,000 shares of Common stock vesting on June 10, 2025. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
Mr. LeMaitre also received:
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 12,924 shares of restricted stock, of which 1,436 shares vested on September 1, 2024 and the remaining shares vest quarterly in 8 equal installments of 1,436 shares. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 50,000 shares of restricted stock vesting on June 10, 2025. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 1,616,380 of restricted stock units previously awarded as performance-based restricted stock units and then modified in connection with his transition to CEO, of which 610,749 units vested on March 12, 2026, and 335,210 units vest on each of September 12, 2026, March 12, 2027, and September 12, 2027. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 826,617 restricted stock units, of which 275,539 units vest on each of September 12, 2026, March 12, 2027, and September 12, 2027. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| 2. | Mr. Zelibor received options to purchase up to: |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 50,000 shares of Common stock, of which 20,000 shares vested on January 23, 2018, and the remaining shares vested quarterly in 3 equal installments of 10,000 shares starting on April 1, 2018. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 110,000 shares of Common stock, of which 27,500 shares vested on January 14, 2020, and the remaining shares vested in three quarterly installments of 27,500 shares starting on April 1, 2020. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 110,000 shares of Common stock, of which 27,500 shares vested on January 14, 2021, and the remaining shares vested in three quarterly installments of 27,500 shares starting on April 1, 2021. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 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 shares at the end of every monthly period thereafter. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 80,000 shares of Common stock vesting on June 10, 2025. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
Mr. Zelibor also received:
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 35,000 shares of restricted stock vesting on June 10, 2025. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 247,845 performance-based restricted stock units vesting on December 31, 2025, of which 235,453 were issued based on the achievement of performance metrics. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| 3. | Mr. Marcelli received options to purchase up to: |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 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 shares per quarter commencing on August 1, 2019. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 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 shares per quarter commencing on August 1, 2021. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 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 shares per month. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 160,000 shares of Common Stock, of which 40,003 shares vested on April 1, 2023, and the remaining shares vested monthly in equal installments of 13,333 shares per month. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 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 shares per month. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | 32,336 shares of Common Stock at an exercise price of $1.79 that vested immediately on February 6, 2025. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| • | Mr. Marcelli also received 323,276 performance-based restricted stock units vesting on December 31, 2025, of which 307,113 were issued based on the achievement of performance metrics. |
2025 Outstanding Equity Awards At Fiscal Year-End Table
| 4. | In the event of a change in control of our Company, each executive officer’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. |
Pension Benefits, Non-qualified Defined Contribution and Other Non-qualified Deferred Compensation
Pension Benefits, Non-qualified Defined Contribution and Other Non-qualified Deferred Compensation No pension benefits were paid to any of our executive officers during the last completed fiscal year. We do not currently sponsor any non-qualified defined contribution plans or non-qualified deferred compensation plans.
Potential Payments Upon Termination or Change In Control
Potential Payments Upon Termination or Change In Control Other than the provisions of the executive severance payments and benefits to which our executive officers would be entitled to at December 31, 2025 as set forth in “Employee, Severance, Separation and Change in Control Agreements” above, we have no outstanding obligations to our executive officers in the event of a termination of employment or change in control of the Company. We do not have a formal policy to determine executive severance payments and benefits. Each executive severance arrangement is negotiated on an individual basis. Mr. Marcelli retired from all officer and director positions with the Company on December 31, 2025. In connection with his retirement, the Company will continue to pay Mr. Marcelli his annual base salary of $385,875 for a period of 9 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, 2025. Mr. Marcelli and Mr. Zelibor retired from all executive officer and director positions with the Company on December 31, 2025, 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 $3.24 per share on December 31, 2025. The following tables exclude certain payments and benefits, such as health and welfare benefits, disability benefits and our 401(k) plan contributions that are available to all employees generally, and any bonus compensation, which we assume would not be paid in the event of a termination of employment since bonuses are awarded solely at the discretion of the Board. The actual amount of payments and benefits that would be provided can only be determined at the time of a change in control and/or the executive officer’s qualifying separation from the Company.
Compensation of Directors
Compensation of Directors Set forth below is a summary of the compensation of our non-employee directors during our December 31, 2025 fiscal year.
Compensation of Directors
| | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in pension value and nonqualified deferred compensation earnings | All Other Compensation | Total | | Name | ($)(1) | ($)(2) | ($) | ($) | ($) | ($) | ($) | | Ronald A. Bucchi | 70,750 | 100,000 | — | — | — | — | 170,750 | | Siraj Nour El-Ahmadi | 30,000 | 100,000 | — | — | — | 240,000(3) | 370,000 | | Craig Ciesla | 33,375 | 100,000 | — | — | — | — | 133,375 | | Laila Partridge | 42,250 | 100,000 | — | — | — | — | 142,250 | | Thomas M. Connelly, Jr. | 38,625 | 100,000 | — | — | — | — | 138,625 |
Compensation of Directors
| 1. | The amount in this column reflects cash compensation received under the 2024 and 2025 Director Compensation Program. With respect to Siraj Nour El-Ahmadi, it also reflects cash compensation he received of $20,000 per month for consulting services, pursuant to a consulting agreement dated December 11, 2024, which was terminated effective December 15, 2025. |
Compensation of Directors
| 2. | On June 30, 2025, each non-employee director received an award of 80,645 restricted stock units with a grant date fair value of $1.24. The awards vest in quarterly installments on July 15, 2025, September 30, 2025, December 31, 2025 and March 31, 2026. The aggregate fair value of awards in this column is computed in accordance with FASB ASC Topic 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 contained in our Annual Report on Form 10-K filed with the SEC on March 20, 2026. The amounts shown in this column do not reflect dollar amounts actually received. |
Compensation of Directors
| 3. | This amount reflects compensation earned under an independent contractor consulting agreement the Company had with Mr. El-Ahmadi to provide engineering services, other technical services and related services to the Company as an Acting Vice President of Engineering, a non-executive and non-employee position. |
Compensation of Directors
In the event of a change in control of our Company, all of the above director’s options and restricted stock awards become fully vested and/or exercisable, as the case may be, immediately prior to such change in control, and shall remain exercisable as set forth in their stock option agreement.
Director Compensation
Director Compensation On June 18, 2024, our Board adopted the following 2024 compensation schedule for its non-employee directors. The cash component of the 2024 compensation schedule was in effect during 2025:
Director Compensation
| • | Chair of the Board/Lead Director: $25,000 annual cash fee paid quarterly at the end of each quarter. |
Director Compensation
| • | Audit Committee: Chair $15,000, other members $3,000, annual cash fee paid quarterly at the end of each quarter. |
Director Compensation
| • | Compensation Committee: Chair $12,500, other members $2,500, annual cash fee paid quarterly at the end of each quarter. |
Director Compensation
| • | Nominating and Corporate Governance Committee: Chair $7,500, other members $1,500, annual cash fee paid quarterly at the end of each quarter. |
Director Compensation
| • | Each Non-Employee Director: $30,000 annual cash fee paid quarterly at the end of each quarter. |
Director Compensation
On January 29, 2026, the Board adopted the following changes for non-employee director compensation, which were effective January 1, 2026:
Director Compensation
| • | Chair of the Board/Lead Director: $31,250 annual cash fee paid quarterly at the end of each quarter. |
Director Compensation
| • | Audit Committee: Chair will receive $20,000 annual cash fee paid quarterly at the end of each quarter and other members will receive $10,000 annual cash fee paid quarterly at the end of each quarter. |
Director Compensation
| • | Compensation Committee: Chair will receive $15,000 annual cash fee paid quarterly at the end of each quarter and other members will receive $7,500 annual cash fee paid quarterly at the end of each quarter. |
Director Compensation
| • | Nominating and Corporate Governance Committee: Chair will receive $10,000 annual cash fee paid quarterly at the end of each quarter and other members will receive $5,000 annual cash fee paid quarterly at the end of each quarter. |
Director Compensation
| • | Each Non-Employee Directors: $45,000 annual cash fee paid quarterly at the end of each quarter. |
Director Compensation
| • | Each non-employee director also received an RSU grant of 7,599 with 3,800 RSUs vested on February 2, 2026 and 3,799 RSUs vested on March 31, 2026. |
CEO Pay Ratio
CEO Pay Ratio Under Item 402(u) of Regulation S-K, we are required to provide a reasonable estimate of the ratio of the annual total compensation of Yves LeMaitre, our Chief Executive Officer, to the median of the annual total compensation of our other employees for our last completed year, which ended December 31, 2025:
CEO Pay Ratio
| • | The median of the annual total compensation of all of our employees (other than Yves LeMaitre) was approximately $152,806. 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, options and restricted stock units granted for 2025. |
CEO Pay Ratio
| • | Yves LeMaitre’s annual total compensation for 2025, as reported in the 2025 Summary Compensation Table included in this Proxy Statement, was $8,614,697. |
CEO Pay Ratio
| • | Based on the above, for 2025, the ratio of Yves LeMaitre’s annual total compensation to the median of the annual total compensation of all employees was approximately 56:1. |
CEO Pay Ratio
This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended, and applicable guidance and is based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies, even companies within the same industry as us, may not be comparable to our pay ratio as disclosed above. The methodology, including any material assumptions, adjustments and estimates, we used to calculate the pay ratio is described below.
CEO Pay Ratio
| • | For purposes of the pay ratio calculation, we included all of our employees as of December 31, 2025. As of December 31, 2025, our workforce consisted of 35 full-time employees, excluding Yves LeMaitre. |
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, 2025 (calculated as annual base pay using annual base salary), plus (ii) earned annual cash bonus for 2025, plus (iii) relocation paid to an employee during 2025, plus (iv) the value of restricted stock and options granted during 2025. With respect to determining annual total compensation, full-time employees who joined in 2025 were assumed to have worked for the entire year, and thus we annualized the pay of such new hires. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of all of our employees. |
CEO Pay Ratio
| • | Once we identified our median employee, we calculated the median employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, including for this purpose, option related compensation for fiscal 2025 yielding the median annual total compensation disclosed above. With respect to Yves LeMaitre’s annual total compensation, we used the amount reported in the "Total” column of the 2025 Summary Compensation Table. |
Pay Versus Performance
Pay Versus Performance Under Item 402(v) of Regulation S-K, 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 2023 to 2025, compared to our total shareholder return (TSR) from the last trading date in fiscal 2022 through the end of each such year, and our net income for each such year.
Pay Versus Performance
| | Summary Compensation Table Total for PEO ($) (1) (2) | Compensation Actually Paid to PEO ($) (1) (3) | Summary Compensation Table Total for PEO ($) (1) (2) | Compensation Actually Paid to PEO ($) (1) (3) | Average Summary Compensation Table Total for Non-PEO named executive officers NEO ($) (4) | Average Compensation Actually Paid for Non-PEO named executive officers NEO ($) (5) | Total Shareholder Return ($)(6) | Net Loss ($)(7) | | | (Michael Lebby) | | (Yves LeMaitre) | | | | | | | 2025 | — | — | 8,614,697 | 8,532,684 | 689,613 | 1,274,529 | 75 | (20,313,797) | | 2024 | 832,095 | 806,186 | 626,873 | 508,597 | 550,702 | 514,333 | 49 | (22,535,041) | | 2023 | 1,346,381 | 1,454,564 | — | — | 1,108,385 | 1,208,378 | 116 | (21,038,032) |
Pay Versus Performance
| (1) Our PEO for 2023 and 2024 (through December 10) was Dr. Michael S. Lebby and Yves LeMaitre from December 11, 2024. |
Pay Versus Performance
| (2) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for each listed year. |
Pay Versus Performance
| (3) Represents the compensation actually paid to our PEO in each year listed. Compensation actually does not mean that our PEO was actually paid those amounts in the listed year. This dollar amount is derived from the starting point of Summary of Compensation Table total compensation under the methodology prescribed under the SEC’s rules, as shown in the table below: |
Pay Versus Performance
| PEO (Michael Lebby) | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $— | $832,095 | $1,346,381 | | Subtract grant date fair value of option awards and stock awards granted in fiscal year | — | (387,037) | (848,478) | | Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | — | — | — | | 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 | — | 361,128 | 889,431 | | 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 | | 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 |
Pay Versus Performance
| PEO (Yves LeMaitre) | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $8,614,697 | $626,873 | — | | Subtract grant date fair value of option awards and stock awards granted in fiscal year | (7,866,451) | (591,446) | — | | Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | 7,929,268 | 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 | (144,830) | — | — | | 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 | $8,532,684 | $508,597 | — |
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:
Pay Versus Performance
| | 2025 | 2024 | 2023 | | Expected life (in years) | — | 9.54 - 9.99 years | 8.21 - 10.0 years | | Volatility | — | 76.43% - 78.36% | 76.60% - 78.01% | | Risk-free rate | — | 3.69% - 4.43% | 3.39% - 4.77% | | Expected dividend yield | — | 0% | 0% |
Pay Versus Performance
Yves LeMaitre:
Pay Versus Performance
| | 2025 | 2024 | 2023 | | 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% | — |
Pay Versus Performance
| (4) During 2023 and 2022, our named executive officer other than our PEO was James S. Marcelli. During 2024 and 2025, our named executive officers 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. |
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: |
Pay Versus Performance
| NEOs other than PEO | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $689,613 | $550,702 | $1,108,385 | | Subtract grant date fair value of option awards and stock awards granted in fiscal year | (275,676) | (285,447) | (678,782) | | Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | — | 104,571 | — | | 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 | 902,991 | 144,507 | 711,545 | | 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 | (42,399) | — | 67,230 | | Subtract fair value as of prior fiscal year-end of option awards and stock awards granted in the prior fiscal years that failed to meet applicable vesting conditions during the fiscal year | — | — | — | | Compensation actually paid | $1,274,529 | $514,333 | $1,208,378 |
Pay Versus Performance
The assumptions used for determining the fair values of outstanding and unvested option awards shown in this table are different from those used to determine the fair values disclosed as of the grant date of such awards. The assumptions used for determining fair values shown in the table are:
Pay Versus Performance
| | 2025 | 2024 | 2023 | | Expected life (in years) | 10 years | 9.54 - 9.99 years | 8.21 - 10.0 years | | Volatility | 78.72% | 76.43% - 78.63% | 76.60% - 78.01% | | Risk-free rate | 4.40% | 3.69% - 4.53% | 3.39% - 4.77% | | Expected dividend yield | 0% | 0% | 0% |
Pay Versus Performance
| (6) The total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. |
Pay Versus Performance
| (7) The dollar amounts reported are the Company’s GAAP net income (loss) reflected in the Company’s audited financial statements. |
Description of Relationship Between Compensation Actually Paid and Performance
Description of Relationship Between Compensation Actually Paid and Performance
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 2028 annual meeting; and (iii) two Class III directors, whose terms expire at the Annual Meeting. The Board believes that a classified Board of Directors provides continuity and stability in pursuing the Company's policies and strategies and reinforces its commitment to long term perspective and value creation.
Nominee for Election as Director
Nominee for Election as Director At the time of the Annual Meeting, our Board of Directors will consist of six directors: Yves LeMaitre; Ronald A. Bucchi; Siraj Nour El-Ahmadi; Dr. Craig Ciesla, Laila Partridge and Thomas Connelly, Jr. At the Annual Meeting, the stockholders will elect: (i) two Class III directors to serve until the 2029 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 III nominees be elected as Class III 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 III nominees are set forth below:
Nominee for Election as Director
| Name | Age | Year First Elected Director | Positions/Committees | Director Class/ Term | Independent | | Laila S. Partridge | 61 | 2023 | AC, CC*, NCGC | Class II Expires 2026 | yes | | Thomas Connelley, Jr. | 73 | 2024 | CC, NCGC* | Class II Expires 2026 | yes |
Directors Not Standing for Election
Directors Not Standing for Election The names of the Directors who are not standing for election at the Annual Meeting are the Class I directors, whose terms expire in 2027; and the Class II directors, whose terms expire in 2028:
Directors Not Standing for Election
| Name | Age | Year First Elected Director | Positions/Committees | Director Class/ Term | Independent | | Yves LeMaitre | 61 | 2024 | CEO, ED | Class I Expires 2027 | no | | Siraj Nour El-Ahmadi | 61 | 2013 | NID | Class I Expires 2027 | no | | Ronald A Bucchi | 70 | 2012 | COB AC*, FE, NCGC | Class III Expires 2028 | yes | | Craig Ciesla | 53 | 2022 | AC, CC, NCGC | Class III Expires 2028 | yes |
Directors Not Standing for Election
AC - Audit Committee CEO - Chief Executive Officer COB - Chair of the Board of Directors (non-executive) CC - Compensation Committee ED – Employee Director FE - Financial Expert NCGC – Nominating and Corporate Governance Committee NID – Non-independent Director * Committee Chair