Bandel Carano
About Bandel Carano
Bandel Carano, age 63, is an independent director of nLIGHT (LASR) who has served on the board since 2001. He holds B.S. and M.S. degrees in electrical engineering from Stanford University and is a General Partner at Oak Investment Partners (joined in 1985), bringing deep technology investing and board experience; he also served at Morgan Stanley’s Venture Capital Group (1983–1985) . His current LASR committee roles include Compensation (member, from March 2025 onward) and Information & Technology Security (member since January 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Venture Capital Group | Member; advised on high-tech new business development and sponsored venture investments | 1983–1985 | — |
| Kratos Defense & Security Solutions, Inc. | Director | 1998–Sep 2019 | — |
| NeoPhotonics Corporation | Director | 2004–Aug 2022 | — |
| Airspan Networks Holdings Inc. | Director | 2001–Dec 2023 | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oak Investment Partners | General Partner | 1985–present | — |
| NextNav Inc. | Director | 2025–present | — |
| Stanford Engineering Venture Fund | Investment Advisory Board member | — | — |
Board Governance
- Independence: LASR’s board has six independent directors out of eight; Carano is classified Independent .
- Committee assignments and chair roles: Carano is a member of Compensation and Information & Technology Security; not a chair. Compensation Committee held one meeting in 2024. Audit Committee (Link, chair) held four meetings; Nominating & Corporate Governance (Moore, chair) held one meeting .
- Attendance: Board met seven times in 2024; no director attended less than 75% of board and committee meetings .
- Lead Independent Director: Bill Gossman; executive sessions of non‑employee directors occur periodically and at least twice per year .
| Committee | Carano Role | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Not a member | Raymond Link | 4 |
| Compensation | Member (from Mar 2025) | Bill Gossman | 1 |
| Nominating & Corporate Governance | Not a member | Geoffrey Moore | 1 |
| Information & Technology Security | Member | Camille Nichols | — |
Fixed Compensation
| Year | Cash Fees | Equity Awards (Grant-Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $31,000 | $80,000 (RSUs) | $0 | $111,000 |
| Outside Director Compensation Policy Component (2024) | Amount |
|---|---|
| Board retainer (outside director) | $30,000 |
| Compensation Committee membership | $1,500 |
| Information & Technology Security Committee membership | $1,000 |
| Annual RSU grant (on annual meeting date) | $80,000 value (rounded down to whole shares) |
| RSU election in lieu of cash retainers | Allowed; grants on first trading day after Jan 1; vests 100% on Dec 31 |
Note: Carano elected RSUs in lieu of cash retainers totaling $31,000 in 2024; those RSUs vested Dec 31, 2024 .
Performance Compensation
- Director equity is time‑based RSUs; no director performance metrics disclosed. Annual RSU awards vest on the earlier of one year or the day prior to the next annual meeting; RSUs received in lieu of cash retainers vest on Dec 31 of the grant year .
- As a member of the Compensation Committee (from March 2025), Carano oversees executive compensation metrics. For 2024: cash incentives were based on revenue (25% weight) and adjusted EBITDA (75% weight), with no payouts due to below‑threshold results; long‑term PRSUs for executives vest based on three‑year relative TSR vs. Russell 2000 (0–200%, capped at 100% if TSR negative) .
| Executive Cash Incentive Metrics (2024) | Target | Actual | Weight | Achievement |
|---|---|---|---|---|
| Revenue ($mm) | $232.1 | $198.5 | 25% | 0% |
| Adjusted EBITDA ($mm) | $7.2 | $(17.2) | 75% | 0% |
| Total | — | — | 100% | 0% |
| Executive PRSU Metric (2024 grants) | Below Threshold | Threshold | Target | Maximum |
|---|---|---|---|---|
| Percentile rank of LASR TSR vs. Russell 2000 | <25th | 25th | 50th | ≥75th (capped at 100% vesting if TSR negative) |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| NextNav Inc. | Director | Since 2025 | Public company directorship |
| Kratos Defense & Security Solutions, Inc. | Director | 1998–Sep 2019 | Prior public company board |
| NeoPhotonics Corporation | Director | 2004–Aug 2022 | Prior public company board |
| Airspan Networks Holdings Inc. | Director | 2001–Dec 2023 | Prior public company board |
No related‑party transactions with entities affiliated to Carano were disclosed for 2024–2025; LASR’s audit committee must review and approve any related‑party transactions under a written policy .
Expertise & Qualifications
- Technical credentials: Stanford B.S./M.S. in Electrical Engineering .
- Venture capital leadership: General Partner at Oak Investment Partners since 1985; extensive board experience across technology and communications .
- Security/technology oversight: Member, Information & Technology Security Committee at LASR .
- Compensation governance: Member of Compensation Committee (from March 2025), overseeing executive pay philosophy and programs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs/Options within 60 days | Notes |
|---|---|---|---|---|
| Bandel Carano | 32,684 | ~0.066% (32,684 / 49,438,728) | 6,644 RSUs; 0 options | |
| Shares Outstanding (as of Apr 14, 2025) | 49,438,728 | — | — | Basis for % calc |
Hedging/pledging policy: LASR prohibits directors from hedging or pledging company stock, and from holding LASR securities in margin accounts . Director ownership guidelines require non‑employee directors to hold equity equal to 3× the annual board cash retainer, with compliance by the fifth anniversary; as of Dec 31, 2024, all non‑employee directors satisfy or have time remaining to meet the guidelines .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-06-12 | 2025-06-10 | Award (A) | 4,634 | $0 | 40,298 | https://www.sec.gov/Archives/edgar/data/1124796/000112479625000079/0001124796-25-000079-index.htm |
| 2025-01-06 | 2025-01-02 | Award (A) | 2,980 | $0 | 35,664 | https://www.sec.gov/Archives/edgar/data/1124796/000112479625000012/0001124796-25-000012-index.htm |
| 2024-06-10 | 2024-06-06 | Award (A) | 6,644 | $12.04 | 32,684 | https://www.sec.gov/Archives/edgar/data/1124796/000112479624000092/0001124796-24-000092-index.htm |
| 2024-01-04 | 2024-01-02 | Award (A) | 2,348 | $0 | 26,040 | https://www.sec.gov/Archives/edgar/data/1124796/000112479624000003/0001124796-24-000003-index.htm |
Note: 2024 annual RSU grant for directors was valued at $80,000; the 6,644‑unit award at $12.04 aligns with the policy .
Governance Assessment
-
Strengths
- Independent status with strong technical and venture capital background; long service enhances institutional knowledge .
- Active governance roles on Information & Technology Security and Compensation, aligning skills with LASR’s risk posture and pay oversight .
- Clean related‑party posture; board has formal review/approval controls for any related‑party transactions .
- Ownership alignment supported by RSU elections in lieu of cash and compliance with director ownership guidelines .
-
Watch items
- Long tenure (since 2001) can raise entrenchment/perceived independence concerns despite formal independence classification; continued engagement and robust committee rotation mitigate this risk .
- Compensation Committee met once in 2024; ensure adequate cadence going forward given evolving TSR‑based PRSU design and performance oversight responsibilities .
-
RED FLAGS
- None disclosed regarding hedging/pledging, loans, or related‑party transactions. LASR’s insider policy prohibits hedging/pledging, and no director attendance shortfalls were reported in 2024 .