Francis Laurencio
About Francis Laurencio
Francis B. Laurencio, age 55, has served as Atomera’s Chief Financial and Accounting Officer (CFO) since February 2016; he holds an A.B. from Princeton University and a J.D. from NYU School of Law, with prior CFO roles at Sycomp, Orbis Global, and Smapper Technologies . Recent performance context: Atomera’s TSR over 2022–2024 moved from $30.91 to $57.65 on a $100 initial investment, while net loss increased modestly from $(17.4)M to $(18.4)M, highlighting ongoing commercialization and early-stage revenue dynamics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sycomp, A Technology Company Inc. | CFO; then Head of Global Compliance | CFO: Feb 2013–Jul 2015; Compliance: Jul 2015–Jan 2016 | Enterprise finance and compliance leadership during growth and operations |
| Orbis Global, Inc. | CFO | Jan 2012–Dec 2012 | Supported sale to Infor, focusing on finance and transaction readiness |
| Smapper Technologies, Inc. | CFO | Dec 2009–Dec 2011 | Early-stage financial stewardship and operational scaling |
External Roles
Not disclosed in the proxy or 10-K; none reported .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 340,000 | 50% | 151,300 (89% payout) |
| 2025 (agreement) | 355,000 | Up to 55% | Not disclosed |
Performance Compensation
- Annual cash bonus framework: rigorous, quantified technical, business, and financial objectives (customer licensing progress, MST commercialization, technical targets); specific metrics largely undisclosed due to customer NDAs and early revenue profile .
- 2024 bonus payout set at 89% of target for NEOs; Laurencio received $151,300 .
- Equity shift: Beginning FY2025, Atomera introduced PSUs with vesting based on relative TSR (rTSR), addressing shareholder feedback to increase performance-based equity .
| Year | Instrument | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Annual bonus | Technical, business, financial objectives (quantified internally) | Not disclosed | Not disclosed | 89% payout | Cash paid in 2025 |
| 2025 | PSUs | rTSR vs peers | Not disclosed | Not disclosed | Not disclosed | Per PSU program; performance-vesting |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total shares beneficially owned | 578,315 (includes 484,993 exercisable options; 44,424 RSAs unvested) |
| Ownership % of outstanding | 1.9% (based on 30,703,865 shares) |
| Stock ownership guideline | 3× base salary for CFO; 5-year compliance window from Feb 23, 2023 |
| Compliance status | NEOs meet guidelines or have remaining time; unvested/unexercised do not count |
| Hedging/pledging | Prohibited (no short sales, options, hedging, margin, or pledges) |
| Insider trading controls | Window periods and blackouts; 10b5-1 plans allowed with approval |
2024 and prior grant details (vesting and terms)
| Grant Year | Options Granted (#) | RSAs Granted (#) | Option Exercise Price ($) | Vesting Schedule |
|---|---|---|---|---|
| 2024 | 60,784 | 30,960 | 6.46 (grant date close; Feb 21, 2024) | Options and RSAs vest in 16 equal quarterly installments over 4 years |
| 2023 | 53,472 | 26,832 | 6.56 | Quarterly vesting over 4 years |
| 2022 | 25,792 | 12,112 | 14.54 | Quarterly vesting over 4 years |
Outstanding equity awards (as of Dec 31, 2024)
| Security | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Option | 21,834 | – | 5.70 | 2/23/2026 |
| Option | 136,543 | – | 7.50 | 2/23/2026 |
| Option | 48,337 | – | 7.01 | 3/20/2027 |
| Option | 50,768 | – | 5.64 | 3/2/2028 |
| Option | 62,923 | – | 3.90 | 2/27/2029 |
| Option | 89,408 | – | 4.06 | 3/11/2030 |
| Option | 13,035 | 869 | 22.38 | 3/4/2031 |
| Option | 17,732 | 8,060 | 14.54 | 2/23/2032 |
| Option | 23,394 | 30,078 | 6.56 | 2/23/2033 |
| Option | 11,397 | 49,387 | 6.46 | 2/21/2034 |
| RSAs (unvested) | 44,424 shares; market value $515,318 at $11.60/sh on 12/31/2024 | — | — | — |
Insider selling pressure indicators:
- Significant exercisable options (484,993) and staggered expirations through 2034 suggest potential for periodic sales near vesting or expiration; hedging/pledging bans reduce forced selling risk, with trading confined to window periods or approved 10b5‑1 plans .
Employment Terms
| Provision | Details |
|---|---|
| Role and appointment | CFO; agreement effective March 3, 2025 |
| Term | Initial 3-year term from Mar 3, 2025; auto-renews for 1-year terms |
| Base salary | $355,000 (subject to review; no decreases except proportionate across executives) |
| Target bonus | Up to 55% of base salary; subject to performance criteria |
| Long-term incentive | Eligible under 2023 Plan; agreement governs if conflicts with plan |
| Severance (involuntary termination w/o Cause or for Good Reason) | 12 months base salary; up to 12 months COBRA differential reimbursement |
| Change-in-control (double-trigger) | If involuntary termination occurs in window (3 months before to 12 months after CoC): 12 months base salary; pro rata maximum bonus; 12 months COBRA differential; immediate vesting/lapse of forfeiture for all outstanding equity awards |
| 280G excise tax | “Best results” cutback/no gross-up; optimize for after-tax outcome |
| Arbitration & venue | FAA-governed arbitration; venue SF Bay Area; certain carve-outs; CA law |
| Clawback | Executive Officer Clawback Policy per Nasdaq/SEC; recovery of excess incentive-based comp |
| Hedging/pledging | Company-wide prohibition on short sales, options, hedges, margin, pledged securities |
| Good Reason (examples) | Material diminutions in salary/authority/location; material breach; notice and cure periods |
Shareholder feedback and governance changes:
- 2024 say-on-pay support was 55%; management adopted PSUs (rTSR) and moved to double-trigger CoC provisions in 2025 executive agreements in response .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR) | $30.91 | $34.84 | $57.65 |
| Net Loss ($) | (17,441,000) | (19,790,000) | (18,435,000) |
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 382,000* | 550,000* | 135,000* |
Values retrieved from S&P Global.*
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($) | (16,220,000)* | (19,454,000)* | (18,208,000)* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Mix evolution: 2025 introduction of PSUs (rTSR) increases at-risk, performance-conditioned equity; options/RSAs remain but PSUs align equity more closely with shareholder returns .
- Governance improvements: Executive employment agreements transitioned from single-trigger to double-trigger CoC, curbing windfalls without job loss .
- Cash vs equity: CFO base rose to $355k with higher bonus target (55%), while equity grants continue with multi-year vesting; clawback policy adds downside discipline .
Related Party Transactions and Red Flags
- No related party transactions over reporting thresholds since Jan 1, 2023; oversight via Audit Committee .
- Hedging/pledging prohibited; standing and limit orders discouraged; window controls and blackouts reduce trading risk .
- No disclosure of tax gross-ups; 280G best-results mechanism avoids shareholder-unfriendly excise tax gross-ups .
- 2024 say-on-pay at 55% indicates elevated shareholder scrutiny; responsive actions taken (PSUs, double-trigger) .
Compensation Peer Group (benchmarking reference)
Peer set used for 2024 NEO evaluations spanned small-cap semiconductor/equipment names; Atomera targeted ~50th percentile cash and ~75th percentile long-term equity to balance cash conservation with retention .
Say-on-Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| 2024 Say-on-Pay approval | 55% |
| Investor concerns | Lack of performance-based equity; single-trigger CoC; qualitative bonus metrics; clawback disclosure |
| Company response | Implemented PSUs (rTSR) for FY2025; adopted double-trigger CoC; clarified bonus framework; disclosed clawback |
Investment Implications
- Alignment improving: Double-trigger CoC and PSUs pivot compensation more toward genuine performance alignment; clawback strengthens governance .
- Selling pressure considerations: Large inventory of exercisable options and long-dated expirations may lead to episodic selling around vesting/expirations, but hedging/pledging prohibitions and window policies mitigate risk of adverse signaling or forced sales .
- Retention and incentives: Increased bonus target and continued equity grants suggest focus on retaining key finance leadership amid commercialization; stock ownership guidelines reinforce skin-in-the-game .
- Execution risk: Early-stage commercialization (low revenues; continued losses) means pay outcomes should be closely monitored against quantifiable milestones; the addition of PSUs using rTSR improves accountability to shareholder outcomes .