Gary Locke
About Gary Locke
Gary Locke (age 75) is an independent director of nLIGHT, Inc. (LASR) since 2017, with prior service as chair of the Nominating & Corporate Governance Committee (2018–2023). He is Chairman of Locke Global Strategies LLC and previously served as U.S. Ambassador to China, U.S. Secretary of Commerce, and Governor of Washington; he holds a B.A. in political science from Yale and a J.D. from Boston University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | United States Ambassador to China | 2011–2014 | Led U.S. mission in China |
| U.S. Department of Commerce | Secretary of Commerce | 2009–2011 | National trade and industry oversight |
| State of Washington | Governor | 1997–2005 | State executive leadership |
| Bellevue College | Interim President | Jun 2020–Jul 2023 | Higher education leadership |
| Locke Global Strategies LLC | Chairman | Since 2014 | Strategic advisory to businesses in the U.S. and China |
External Roles
| Organization | Role | Status | Tenure | Notes |
|---|---|---|---|---|
| AMC Entertainment Holdings, Inc. | Director | Current | Not disclosed | Public company board seat |
| Fortinet, Inc. | Director | Former | Sep 2015–Jun 2020 | Cybersecurity company board experience |
| Port Blakely Tree Farms | Director | Former | Aug 2019–Jun 2022 | Family-owned timber company |
Board Governance
- Independence: Board determined Gary Locke is independent under Nasdaq rules .
- Committee assignments: Member, Nominating & Corporate Governance Committee; previously Chair (Feb 2018–Sep 2023) .
- Attendance: In 2024, the board met seven times; no director attended less than 75% of board and committee meetings, indicating acceptable engagement .
- Board structure: Combined Chair/CEO; Lead Independent Director is Bill Gossman; executive sessions of non-employee directors occur at least twice per year .
- Information & Technology Security, Audit, Compensation committees: Locke is not a member of these committees .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $30,000 | Policy rate |
| Nominating & Corporate Governance Committee Member Fee | $1,000 | Policy rate |
| Total Cash Fees Paid | $31,000 | Reported for Gary Locke |
| Annual RSU Grant (fair value) | $80,000 | Granted on annual meeting date; time-based vesting |
| Total Director Compensation | $111,000 | Sum of cash and equity |
Notes:
- Directors may elect RSUs in lieu of cash retainers; Locke did not elect cash-in-lieu RSUs for 2024 (entry shows “—”) .
- Director equity ownership guidelines require holdings equal to 3x annual cash retainer by the compliance deadline; as of Dec 31, 2024, all non-employee directors satisfy or have time remaining .
Performance Compensation
| Equity Type | Grant | Shares | Valuation | Vesting / Performance Conditions |
|---|---|---|---|---|
| Annual RSUs | 2024 Annual Meeting | 6,644 | $80,000 grant-date fair value; $12.04/share | Time-based: vest on earlier of 1-year anniversary or day prior to next annual meeting; no performance metrics |
No director performance-based equity (PSUs) is disclosed for non-employee directors; policy provides only time-based RSUs for directors .
Other Directorships & Interlocks
| Company | Relationship to LASR | Governance / Interlock Risk |
|---|---|---|
| AMC Entertainment Holdings, Inc. | No disclosed transactions with LASR | Public company board; no related-party exposure disclosed for 2024–2025 |
| Fortinet, Inc. (former) | No disclosed transactions with LASR | Former public company board; no related-party exposure disclosed |
| Port Blakely Tree Farms (former) | No disclosed transactions with LASR | Former private board; no related-party exposure disclosed |
Expertise & Qualifications
- Global public-sector leadership and trade: Ambassador to China; Secretary of Commerce; Governor of Washington .
- Governance oversight: Long-standing role on Nominating & Corporate Governance (former Chair) .
- Legal and policy acumen: J.D. (Boston University); political science B.A. (Yale) .
- Strategic advisory experience through Locke Global Strategies LLC, with U.S.–China focus .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 104,153 | <1% of outstanding shares |
| Ownership % of Shares Outstanding | <1% | 49,438,728 shares outstanding (record date Apr 14, 2025) |
| RSUs counted in beneficial ownership (vesting ≤60 days) | 6,644 | Included in footnote as vesting within 60 days |
| Options exercisable within 60 days | 69,725 | Included in footnote |
| Pledging/Hedging | Prohibited by company policy | Insider Trading Policy prohibits pledging and hedging; no pledges disclosed |
Governance Assessment
- Strengths: Independent status; deep government and international trade expertise; prior committee chair experience in Nominating & Corporate Governance; acceptable meeting attendance; alignment via annual RSUs and ownership guidelines .
- Compensation alignment: Modest director cash retainers with standardized committee fees; equity compensation via time-based RSUs aligns with shareholder outcomes without guaranteed performance payouts .
- Conflicts and related-party screening: No related-party transactions involving Gary Locke disclosed for 2024–2025; audit committee oversees related-party policies .
- Potential red flag to monitor: External consulting through Locke Global Strategies LLC with U.S.–China advisory focus warrants ongoing conflict review given LASR’s defense exposure; no conflicts disclosed, but continued compliance with governance and trade policies is a monitoring item .
- Shareholder signals: Prior say-on-pay support of ~97% in 2024 suggests constructive shareholder sentiment toward compensation governance broadly at LASR, reflecting board oversight effectiveness .