Bill Gossman
About Bill Gossman
Bill Gossman (age 63) has served on nLIGHT’s board since May 2016 and is currently Lead Independent Director (since April 2022) and Chair of the Compensation Committee (since October 2023) . He is also a member of the Information & Technology Security Committee and previously chaired that committee (Jan 2021–Jun 2022); he earlier served on the Audit Committee (Feb 2018–Apr 2019) and acted as nLIGHT’s interim CFO (Apr–Jul 2001) . Gossman holds a B.S. in Engineering from Cornell, an M.S. in Engineering from MIT, and an MBA from the University of Maryland, and has extensive operating and venture experience (Mohr Davidow Ventures; CEO roles at AudienceScience and HealthTap) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mohr Davidow Ventures | Venture Partner | Apr 2009–2018 (also 2001–2003) | Portfolio leadership; served on boards/operated portfolio companies |
| HealthTap | Board member/Executive leader | May 2018–Dec 2024 | Leadership at portfolio company |
| Marble Security, Inc. | Board member | May 2011–Jul 2014 | Portfolio company board service |
| AudienceScience, Inc. | Chief Executive Officer | 2003–2007; Jun 2016–Jun 2017 | Turnaround/return as CEO at investor request |
| @mobile | Co‑founder; COO & CFO | Until sale to Openwave in 2000 | Built and exited wireless networking firm |
| AT&T Bell Laboratories (Custom Electronic Systems) | Vice President | Prior to 2000 | Engineering/management leadership |
| Northrop Corporation; Hughes Aircraft | Engineering/Management | Prior to 2000 | Technical and managerial roles |
External Roles
| Company/Institution | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| HealthTap | Board/Executive | Private | Portfolio company involvement |
| Marble Security, Inc. | Director | Private | Portfolio company board |
| AudienceScience, Inc. | CEO (two stints) | Private | Operating leadership |
- The 2025 proxy does not disclose any current public company directorships for Gossman outside nLIGHT .
Board Governance
- Independence: The board determined Gossman is independent under Nasdaq rules .
- Lead Independent Director: Gossman presides over independent director sessions, acts as liaison to the Chair/CEO, and other duties; the lead role is subject to a three‑year guideline unless extended by the board (appointed April 2022) .
- Committee assignments (2024/2025): Compensation (Chair), Information & Technology Security (member); not currently on Audit or Nominating .
- Attendance/engagement: In 2024 the board held 7 meetings and no director attended under 75% of board+committee meetings; Comp Committee met once; Info & Tech Security met five times .
- Board structure: 8 directors; 6 independent; classified board; Gossman in Class III with term expiring 2027 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee director) | $30,000 | 2024 policy |
| Lead Independent Director fee | $5,000 | 2024 policy |
| Compensation Committee Chair fee | $15,000 | 2024 policy |
| Info & Tech Security Committee member fee | $1,000 | 2024 policy |
| 2024 Fees earned (Gossman) | $51,000 | Sum of board, lead, chair, and committee retainers |
| Election to receive RSUs in lieu of cash | Permitted | Directors can convert cash retainers to RSUs vesting year‑end; Gossman elected RSUs for $51,000 in 2024 |
Performance Compensation
| Award Type | Standard Grant Value | Vesting/Performance | 2024 Actual (Gossman) |
|---|---|---|---|
| Annual Director RSU | $80,000 | Time‑based; vests at 1‑year or before next annual meeting; no performance metrics | $80,000 RSU grant in 2024 |
| Initial Director RSU (new directors) | $120,000 | Vests 1/3 annually over 3 years; time‑based | Not applicable in 2024 (tenured director) |
- Performance metrics: Director equity is time‑based with no disclosed performance metrics; annual awards vest on the earlier of 1‑year or day prior to next annual meeting .
- Form 4 detail: On June 6, 2024, Gossman received 6,644 RSUs (grant-date price $12.04) vesting 100% on June 6, 2025 or the day prior to the 2025 annual meeting; post‑transaction direct holdings reported as 39,617 shares .
Director Compensation (FY 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Bill Gossman | 51,000 | 80,000 | — | 131,000 |
- Note: Table reflects ASC 718 grant‑date fair value for RSUs; Gossman elected to receive retainers in RSUs under the policy .
Other Directorships & Interlocks
| Item | Status/Detail |
|---|---|
| Current external public company boards | None disclosed in proxy biography |
| Compensation Committee interlocks | None; no nLIGHT executives on other companies’ boards creating an interlock in past year |
| Family relationships | None among directors/executives |
Expertise & Qualifications
- Technical/operating: Prior engineering and management roles at Northrop, Hughes, AT&T Bell Labs; co‑founded @mobile and served as COO/CFO; multiple CEO roles (AudienceScience; HealthTap) .
- Investment/board: Venture partner at Mohr Davidow Ventures with portfolio board service .
- Education: B.S. Cornell; M.S. MIT; MBA University of Maryland .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Included Within 60 Days | Notes |
|---|---|---|---|---|
| Bill Gossman | 111,930 | * | 25,000 options; 6,644 RSUs | As of April 14, 2025; “*” denotes <1% |
| Outstanding options (total, 12/31/24) | 72,313 | — | — | Director option inventory disclosure |
- Shares outstanding baseline: 49,438,728 as of April 14, 2025 .
- Director ownership guidelines: Non‑employee directors must hold equity equal to 3x the annual cash board retainer by the fifth anniversary; as of Dec 31, 2024, all non‑employee directors either satisfy guidelines or remain within the compliance window .
- Election to take RSUs in lieu of cash retainers is permitted and was used by Gossman in 2024 .
- Insider trading activity example: June 6, 2024 RSU grant of 6,644 units; time‑based vesting as above .
Governance Assessment
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Strengths
- Lead Independent Director with defined responsibilities, providing counterbalance to combined Chair/CEO structure; role and term guidelines disclosed .
- Independent status affirmed; no family relationships; no compensation committee interlocks disclosed .
- Compensation alignment: elected RSUs in lieu of cash, and annual equity is time‑based with 1‑year vest, supporting ownership alignment; director ownership guidelines in place .
- Engagement: No director fell below 75% attendance in 2024; Info & Tech Security Committee met five times, indicating active oversight of cyber/defense‑related risks .
-
Watchpoints / Potential Red Flags
- Lead Independent Director tenure reached the three‑year guideline in April 2025; continuation requires board determination that extended service is in stockholders’ best interests—investors may seek disclosure on rationale for any extension .
- Compensation Committee held one meeting in 2024; while not unusual for smaller issuers, investors may monitor committee cadence given Gossman’s role as chair and the company’s evolving compensation practices .
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Related‑party/Conflicts
- The proxy’s independence review highlights a non‑independent director (Nichols) due to 2024 subsidiary employment and consulting; the document does not identify related‑party transactions involving Gossman, and he remains independent .
-
Say‑on‑Pay Signal (broader governance sentiment)
- 2024 say‑on‑pay support was approximately 97%, indicating broad investor approval of executive compensation practices under the committee’s oversight; the Compensation Committee Report is signed by Gossman (Chair) .