DEF 14A of Lightpath Technologies Inc
Filed Oct 7, 2024 · FY20240001654954-24-012754
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS
Biographical and Related Information – Director Nominees
Biographical and Related Information – Director Nominees The following is an overview of the biographical information for each of our director nominees, including their age, the year they became directors or officers, their principal occupations or employment for at least the past five years, and certain of their other directorships. Biographical information for each of our other directors is incorporated by reference from Item 10 of Part III of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024.
Biographical and Related Information – Director Nominees
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Nominees for Class II Directors
Nominees for Class II Directors
Nominees for Class II Directors
| M. Scott Faris, 59 Chair | Mr. Faris has served as a director of the Company since December 2011, and was appointed Chair, effective December 20, 2022. Mr. Faris is an experienced entrepreneur with almost two decades of operating, venture-financing, and commercialization experience, involving more than 20 start-up and emerging-growth technology companies. In April 2024 Mr. Faris founded Eqlipse Quantum, a commercialization accelerator focused on launching and financing transformational dual-use quantum enabled companies for critical defense and intelligence requirements. From October 2021 to April 2024, Mr. Faris served as Chief Executive Officer of Infleqtion (formerly Cold Quanta, Inc.). Since September 2016, he had served as Chief Business Officer of Luminar Technologies, Inc., a leading developer of autonomous vehicle systems technologies including Lidar sensor suites. In June 2013, Mr. Faris founded Aerosonix, Inc. (formerly MicroVapor Devices, LLC), a privately held developer and manufacturer of advanced medical devices, and served as its Chief Executive Officer until August 2016 and has served as Chairman of the board of directors since June 2013. In 2002, Mr. Faris also founded the Astralis Group, a strategy advisor that provides consulting to start-up companies and, since 2004, Mr. Faris has served as its Chief Executive Officer. In August 2007, Mr. Faris founded Planar Energy, a company that developed transformational ceramic solid-state battery technology and products and served as its Chief Executive Officer until June 2013. Planar Energy is a spin-out of the U.S. Department of Energy’s National Renewable Energy Laboratory. From October 2004 to June 2007, Mr. Faris was a partner with Corporate IP Ventures (formerly known as MetaTech Ventures), an early-stage venture fund specializing in defense technologies. Mr. Faris also previously served as the Chairman and Chief Executive Officer of Waveguide Solutions, a developer of planar optical light wave circuit and micro system products, and as a director and Chief Operating Officer of Ocean Optics, Inc., a precision-optical-component and fiber-optic-instrument spin-out of the University of South Florida. Mr. Faris was also the founder and Chief Executive Officer of Enterprise Corporation, a technology accelerator, served as a director of the Florida Seed Capital Fund and Technology Commercialization at the Center for Microelectronics Research, and the Chairman of the Metro Orlando EDC. Mr. Faris received a Bachelor of Science degree in Management Information Systems from Penn State University in 1988. Mr. Faris’s significant experience in executive management positions at various optical component companies, his experience in the commercialization of optical and opto-electronic component technology, and his background in optics, technology, and venture capital qualify him for service as one of our directors. | | S. Eric Creviston, 60 Director | Mr. Creviston has served as one of our directors since March 2021. He has served as Corporate Vice President and President of Connectivity and Sensors Group for Qorvo, Inc. (“Qorvo”) since June 2022. Prior to that, he served as Corporate Vice President and President of Mobile Products for Qorvo since January 2015. Prior to that, he served as the Corporate Vice President and President of Cellular Products Group for RF Micro Devices, Inc. (“RFMD”) from August 2007 to January 2015. From May 2002 to August 2007, he served as Corporate Vice President of Cellular Products Group (previously known as Wireless Products until 2004), for RFMD. Mr. Creviston received a Master’s degree in Electrical and Electronics Engineering from the University of Illinois. Mr. Creviston’s previous experience in various leadership roles in Qorvo and RFMD adds invaluable knowledge to our Board with respect to assessing our business strategies, evaluating operating performance, assessing risks, and evaluating potential merger and acquisition opportunities, all of which qualify him for service as one of our directors. |
Executive Officer Stock Ownership Requirements
| Name | Class A common stock | Stock Options (1) | Restricted Stock Units | Restricted Stock Awards | Total Amount of Shares of Class A Common Stock Beneficially Owned | Stock Price at June 30, 2024 | Market Value at June 30, 2024 | Base Salary | % of Salary | | Shmuel Rubin | 170,378 | — | 177,059 | — | 347,437 | $1.25 | $434,296 | $378,092 | 116% | | Albert Miranda | 31,205 | — | 76,871 | — | 108,076 | $1.25 | $135,095 | $243,059 | 56% |
Summary Compensation Table
Summary Compensation Table We incorporate by reference Part III of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024.
Summary Compensation Table
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We incorporate by reference Part III of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024. Additional details regarding the RSUs granted to each director, other than Mr. Rubin, are set forth below.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company for each of the last two completed fiscal years. In determining the “compensation actually paid” to our named executive officers (“NEOs”, including our principal executive officer (“PEO”), we are required to make various adjustments to amounts that have previously been reported in the Summary Compensation Table in previous years, as the SEC’s calculation method for this section differs from those required in the Summary Compensation Table.
Pay Versus Performance Table
Pay Versus Performance Table The table below presents information on the compensation of our NEOs in comparison to certain performance metrics for 2024, 2023, and 2022. The metrics are not those that the Compensation Committee of our Board uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table total values for the applicable years.
Pay Versus Performance Table
| Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for non-PEO Named Executive Officers (4) | Average Compensation Actually Paid to non-PEO Named Executive Officers (5) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (6) | Net Income (Loss) (7) | | 2024 | $478,042 | $460,891 | $292,537 | $273,474 | $49.21 | $(8,007,346) | | 2023 | $553,722 | $471,624 | $330,154 | $285,463 | $53.94 | $(4,046,871) | | 2022 | $451,931 | $359,717 | $274,294 | $262,325 | $48.43 | $(3,542,181) |
Pay Versus Performance Table
| (1) Data presented for our last two fiscal years in compliance with Item 402(v)(8). | | (2) Represents total compensation to Shmuel Rubin, who served as our Chief Executive Officer and sole PEO during 2024, 2023 and 2022. | | (3) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to Mr. Rubin, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to Mr. Rubin during the applicable year. The following adjustments were made to Mr. Rubin’s total compensation for each year to determine “compensation actually paid” in accordance with SEC regulations: |
Pay Versus Performance Table
| | Adjustments to Determine CAP for PEO | | | | Fiscal Year | 2024 | 2023 | 2022 | | Average Total from Summary Compensation Table | $478,042 | $553,722 | $451,931 | | (-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (82,490) | (171,765) | (79,742) | | (+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 75,265 | 100,389 | 52,172 | | (+) / (-) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (13,614) | (15,421) | (64,644) | | (+) / (-) 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 Fiscal Year | 3,688 | 4,699 | — | | Compensation Actually Paid | $460,891 | $471,624 | $359,717 |
Pay Versus Performance Table
| (4) Represents the total compensation to Albert Miranda, who served as our Chief Financial Officer and sole Non-PEO named executive officer during 2024, 2023 and 2022. |
Pay Versus Performance Table
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Pay Versus Performance Table
| (5) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to Mr. Miranda, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to Mr. Miranda during the applicable year. The following adjustments were made to the Non-PEO NEO total compensation for each year to determine “compensation actually paid” in accordance with SEC regulations: |
Pay Versus Performance Table
| | Adjustments to Determine CAP for non-PEO NEO | | | | Fiscal Year | 2024 | 2023 | 2022 | | Average Total from Summary Compensation Table | $292,537 | $330,154 | $274,294 | | (-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (35,813) | (78,959) | (34,619) | | (+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 32,676 | 45,315 | 22,650 | | (+) / (-) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (13,614) | (6,261) | — | | (+) / (-) 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 Fiscal Year | (2,312) | (4,786) | — | | Compensation Actually Paid | $273,474 | $285,463 | $262,325 |
Pay Versus Performance Table
| (6) As we have not paid dividends, cumulative total shareholder return (“TSR”) is calculated by dividing $100 by the last closing price in fiscal year 2021 to obtain a number of shares, and multiplying that number of shares by the closing price on the last trading day of the relevant measurement period. | | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance Table
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Relationship Disclosure to Pay Versus Performance Table
Relationship Disclosure to Pay Versus Performance Table In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Cumulative TSR The following chart sets forth the relationship between compensation actually paid to the PEO and the NEO, compared to our cumulative TSR for each the years presented: Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between compensation actually paid to the PEO and the NEO, compared to our net loss reported in our most recent 10-K filings for each of the years presented:
Relationship Disclosure to Pay Versus Performance Table
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