Camille Nichols
About Camille Nichols
Camille Nichols has served on nLIGHT’s board since November 2020 and chairs the Information and Technology Security Committee (member since January 2021; chair since June 2022). She retired as a U.S. Army Major General, with senior roles in DoD acquisition and operations; post-Army she held executive roles at Amentum (EVP, Project Services, July 2020–May 2022) and Fluor (VP, Business Operations, Government Group, May 2017–July 2020). She holds a B.S. from West Point, an M.S.S.M. from USC, and a Ph.D. in engineering management from George Washington University . In 2024 she served as Interim President of nLIGHT DEFENSE Systems, Inc., a wholly-owned subsidiary, from April–December 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Major General; Director, Sexual Assault Prevention and Response Office (OSD); Deputy Commanding General, Installation Management Command | Prior to retirement (dates not specified) | Led large organizations, budgets, and complex programs |
| Amentum | Executive Vice President, Project Services | Jul 2020 – May 2022 | Oversaw contracts & procurement, ethics, IS, security, real estate |
| Fluor Corporation (Government Group) | Vice President, Business Operations | May 2017 – Jul 2020 | Operations leadership in defense-related contracting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Concurrent Technologies Corporation (nonprofit) | Director | Current | Applied scientific R&D professional services organization |
| Army Science Board | Member | Current | Advisory to U.S. Army |
Board Governance
- Director since 2020; Class I director reelected June 2025 (votes: 27,905,992 For; 8,291,147 Withheld; 7,205,898 broker non-votes) .
- Committee assignments (2024 activity; current listed in 2025 proxy): Information & Technology Security (Chair); Not a member of Audit, Compensation, or Nominating & Corporate Governance .
- Independence: Not independent due to 2024 paid employment as Interim President of nLIGHT DEFENSE Systems ($238,615 cash; 25,000 RSUs fair value $330,750) and consulting payments ($25,100) .
- Attendance: Board held 7 meetings in 2024; no director attended less than 75% of board and committee meetings during their service periods .
- Lead Independent Director: Bill Gossman; executive sessions of non‑employee directors held at least twice annually .
Fixed Compensation
| Component | Amount | Period | Detail |
|---|---|---|---|
| Board annual retainer (outside director) | $30,000 | FY 2024 | Standard for non‑employee directors |
| Information & Technology Security Committee – Chair fee | $15,000 | FY 2024 | Committee chair fee |
| Total board/committee fees (earned) | $45,000 | FY 2024 | Nichols elected to receive RSUs in lieu of cash; these RSUs vested Dec 31, 2024 |
| Board/committee fees (earned) | $41,750 | FY 2023 | Includes role-based retainers; portion elected as RSUs |
- Outside Director Compensation Policy allows directors to elect RSUs in lieu of cash retainers; RSUs granted first trading day after Jan 1, vest 100% on last day of calendar year .
Performance Compensation
| Component | Amount | Period | Detail |
|---|---|---|---|
| Annual director RSU award (policy level) | $80,000 | FY 2024 | Policy level for non-employee directors; Nichols’ 2024 Stock Awards reflect subsidiary role RSUs (see below) |
| Stock awards (RSUs) | $330,750 | FY 2024 | RSUs for services as Interim President of nLIGHT DEFENSE Systems; grant-date fair value priced at $13.23 per share |
| Stock awards (RSUs) | $80,000 | FY 2023 | Annual director RSU award; grant-date fair value $14.68 per share |
Performance metrics (company-wide NEO cash incentives for 2024; no director cash incentives):
| Metric | Target | Actual | Weight | Achievement |
|---|---|---|---|---|
| Revenue ($mm) | 232.1 | 198.5 | 25% | 0% |
| Adjusted EBITDA ($mm) | 7.2 | (17.2) | 75% | 0% |
| Total | — | — | 100% | 0% |
| For 2024, no NEO cash incentive awards were paid due to threshold shortfalls . |
Other Directorships & Interlocks
- Public company interlocks: None disclosed. External board is a nonprofit (Concurrent Technologies Corporation) .
- Committee roles elsewhere: Not disclosed beyond Army Science Board membership .
Expertise & Qualifications
- Defense acquisition and operations leadership; information security, insider threats, global trade compliance oversight (as committee purview) .
- Advanced technical and operations background aligned with LASR’s aerospace & defense exposure .
- Academic credentials: B.S. (West Point); M.S.S.M. (USC); Ph.D. (GWU) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of | Notes |
|---|---|---|---|---|
| Camille Nichols | 44,923 | * | Apr 14, 2025 | Less than 1%; beneficial ownership per SEC rules |
| RSUs outstanding (12/31/2024) | — | — | Dec 31, 2024 | No RSUs or options outstanding reported |
- Shares outstanding basis: 49,438,728 (for % calculations in beneficial ownership table) .
- Ownership guidelines: Non‑employee directors must hold equity equal to 3× annual cash retainer by end of compliance period (5th anniversary of guidelines effective date or date of becoming director). As of Dec 31, 2024, all non‑employee directors either satisfy or have time remaining to meet guidelines .
Governance Assessment
- Independence risk: RED FLAG — Nichols is classified “Not Independent” due to paid employment as Interim President of a wholly-owned subsidiary (cash $238,615; 25,000 RSUs fair value $330,750) and consulting payments ($25,100) in 2024, creating a direct financial relationship with the company .
- Committee leadership while not independent: She chairs the Information & Technology Security Committee; although independence is mandated for Audit/Comp/Nominating, the IT Security committee is not subject to Rule 10A‑3 requirements. Still, investors should note leadership by a non-independent director in a risk oversight committee .
- Alignment and ownership: Beneficial ownership is 44,923 shares (<1%); policy requires 3× retainer in equity by compliance deadline and directors are either compliant or within time, which mitigates alignment concerns to some degree .
- Attendance and engagement: No director was below 75% attendance in 2024; board held seven meetings; Nichols’ governance participation included active committee leadership .
- Pay mix and year-over-year change: 2024 total reported compensation rose materially versus 2023, driven by subsidiary executive RSUs and interim role cash, not board pay; director fees remained at policy levels ($45,000) .
- Shareholder signals: 2025 say‑on‑pay passed (For: 33,643,926; Against: 2,498,381; Abstain: 54,832; broker non‑votes: 7,205,898), indicating broad support for compensation programs despite 2024 NEO bonuses paying zero .
Director Compensation (Detail)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 41,750 | 80,000 | 80,940 (consulting) | 202,690 |
| 2024 | 45,000 | 330,750 (subsidiary RSUs) | 263,715 (consulting $25,100; interim role cash $238,615) | 639,465 |
Notes:
- Nichols elected RSUs in lieu of cash retainers in 2024; such RSUs vested 100% on December 31, 2024 .
- Annual director RSU policy is $80,000; Nichols’ 2024 stock awards in the director table reflect RSUs tied to subsidiary services rather than the standard director grant .
Committee Structure (Board-level)
| Committee | Members (2025 Proxy) | Chair | Meetings (most recent disclosed year) |
|---|---|---|---|
| Audit | Link (Chair), Carlisle, Moore | Raymond Link | Not stated here; board reported 7 meetings overall in 2024 |
| Compensation | Gossman (Chair), Carano, Link | Bill Gossman | 1 meeting in 2024 |
| Nominating & Corporate Governance | Moore (Chair), Locke, Carlisle | Geoffrey Moore | 1 meeting in 2024 |
| Information & Technology Security | Nichols (Chair), Carano, Gossman | Camille Nichols | 2 meetings in 2023 |
Related Party & Policy Safeguards
- Related party transactions policy: Audit Committee must review/approve transactions with related persons; designed to only approve when in the best interests of the company and stockholders .
- Indemnification: Directors covered by indemnification agreements and D&O insurance under DGCL provisions .
- Hedging/Pledging and Clawback: The proxy includes sections on Hedging and Pledging Prohibitions and a Compensation Recovery Policy (locations noted in TOC), reinforcing governance practices; specific terms not detailed in the excerpts provided .
Equity Ownership Breakdown (Outstanding Awards at YE 2024)
| Name | Options (Shares) | Restricted Stock Units (Shares) |
|---|---|---|
| Camille Nichols | — | — |
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on NEO Compensation | 33,643,926 | 2,498,381 | 54,832 | 7,205,898 |
| Data from June 10, 2025 Annual Meeting . |
RED FLAGS
- Not Independent due to paid subsidiary leadership role and consulting arrangements in 2024; potential conflict risk requiring robust audit committee oversight of related‑party transactions .
- Material 2024 equity grant tied to subsidiary role ($330,750 RSUs) may blur lines between director and management compensation and complicate alignment assessments for investors .
- Low relative ownership (<1%) despite tenure since 2020; though ownership guidelines provide compliance window, alignment scrutiny warranted .
Summary Implications for Investors
- Nichols brings relevant defense, security, and operations expertise aligned with LASR’s A&D strategy and chairs the board’s security committee — a governance positive for risk oversight .
- Independence concerns from 2024 employment and consulting necessitate continued monitoring of committee roles, related‑party approvals, and director pay structure to preserve board effectiveness and investor confidence .
- Shareholder support for compensation and board stability remained strong in 2025 voting, despite a 2024 year with zero NEO bonuses — reflecting acceptance of pay-for-performance outcomes .