Geoffrey Moore
About Geoffrey Moore
Geoffrey Moore (age 78) has served on nLIGHT’s board since 2012 and is currently an independent director, Chair of the Nominating & Corporate Governance Committee, and a member of the Audit Committee . He is an author and strategic advisor with deep expertise in market development and organizational design; he holds a B.A. from Stanford and a Ph.D. from the University of Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akamai Technologies, Inc. | Director | Oct 2006 – May 2015 | Public company board experience; technology/go-to-market expertise |
| Mohr Davidow Ventures | Venture Partner | Feb 1998 – Dec 2023 | Advised portfolio companies; venture investing and governance exposure |
| TCG Advisors LLC | Managing Director | May 2003 – Jun 2011 | Strategy advisory; chairman emeritus thereafter |
| Geoffrey Moore Consulting | Managing Director | Since 1992 | Strategy and organizational design consultancy |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Wildcat Venture Partners | Venture Partner | Current role; venture investing/advisory |
| Phaidra.ai | Director | Current board member |
| WorkFusion | Director | Current board member |
| Chasm Institute / Chasm Group | Co‑founder; Chairman Emeritus | Management consulting firms co‑founded by Moore |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Moore is independent under NASDAQ rules |
| Current committee assignments | Audit Committee (member); Nominating & Corporate Governance (Chair) |
| Former committee service | Compensation Committee member (Dec 2012 – Feb 2025) |
| Audit Committee structure | Members: Link (Chair), Carlisle, Moore; all independent; each meets financial sophistication; Link is Audit Committee Financial Expert |
| 2024 committee activity | Audit: 4 meetings; Nominating & Corporate Governance: 1 meeting |
| Board attendance | In 2024, no director attended less than 75% of board and committee meetings |
| Executive sessions | Non‑employee directors meet in executive session at least twice per year |
| Board leadership | CEO is Board Chair; Bill Gossman is Lead Independent Director |
Fixed Compensation
| Component (Director) | Amount / Structure |
|---|---|
| 2024 fees earned or paid in cash (Moore) | $43,500; elected to receive RSUs in lieu of cash under policy |
| Fee schedule (outside director policy) | Board retainer $30,000; Audit member $2,000; Nominating & Corporate Governance Chair $10,000; members: Nominating $1,000; Compensation member $1,500; Compensation Chair $15,000; Audit Chair $20,000; Lead Independent Director $5,000; Info & Tech Security Chair $15,000; member $1,000 |
Performance Compensation
| Equity Element | Grant/Value | Vesting / Performance |
|---|---|---|
| Annual director RSU award | $80,000 value each annual meeting for continuing non‑employee directors | Vests on earlier of one‑year anniversary or day before next annual meeting, subject to service |
| RSUs in lieu of cash retainers (election) | If elected, value equals cash retainers; Moore elected $43,500 for 2024 | Vests 100% on last day of the calendar year of grant, subject to service |
| Performance Metrics Tied to Director Compensation | Details |
|---|---|
| None (director equity is time‑based) | Outside director RSUs are not performance‑conditioned; no revenue/EBITDA/TSR metrics apply to directors |
Other Directorships & Interlocks
| Type | Company | Role | Interlocks/Notes |
|---|---|---|---|
| Current board | Phaidra.ai | Director | No disclosed LASR‑related interlock |
| Current board | WorkFusion | Director | No disclosed LASR‑related interlock |
| Prior public board | Akamai Technologies, Inc. | Director (2006–2015) | Prior public company board experience |
| Committee interlocks | Compensation Committee Interlocks | None reported for LASR in past year |
Expertise & Qualifications
- Strategic advisor, market development consultant, organizational design specialist; deep technology go‑to‑market experience .
- Audit Committee member meeting financial sophistication requirements under NASDAQ rules .
- Education: B.A., Stanford University; Ph.D., University of Washington .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 77,830 shares |
| Ownership as % of outstanding | ~0.16% (computed from 77,830 shares owned and 49,438,728 shares outstanding as of Apr 14, 2025) |
| Unvested RSUs outstanding (12/31/2024) | 6,644 RSUs |
| Options (exercisable/unexercisable) | None |
| Ownership guidelines | Directors must hold equity equal to 3x annual board cash retainer; all non‑employee directors comply or have time remaining in compliance period |
| Hedging/pledging | Company policy prohibits hedging and pledging of company stock by directors |
Governance Assessment
- Strengths
- Independent director; Chair of Nominating & Corporate Governance and Audit Committee member, supporting oversight of board composition, independence, and financial reporting .
- Audit Committee confirms independence and financial sophistication; robust responsibilities including oversight of internal controls and related‑party transactions .
- Attendance: met company threshold; no director below 75% in 2024 .
- Pay structure aligns director interests via annual RSU grants; ability to take retainers in equity (Moore elected RSUs), enhancing alignment .
- Prohibitions on hedging/pledging and equity ownership guidelines for directors support alignment with shareholders .
- No related‑party transactions disclosed involving Moore; Compensation Committee interlocks: none .
- Say‑on‑pay support was high in 2024 (97%), indicating broad investor support for compensation governance environment .
- Watch‑items / potential red flags
- Long board tenure (since 2012) may raise entrenchment/refreshment considerations despite independence and current committee leadership .
- Combined CEO/Chair structure persists; mitigated by a Lead Independent Director role, but remains a structural consideration for some investors .
Director Compensation (FY2024)
| Component | Amount |
|---|---|
| Fees earned or paid in cash (elected as RSUs) | $43,500 |
| Stock awards (annual RSU grant) | $80,000 (grant‑date fair value) |
| Total | $123,500 |
Notes: Annual director RSU awards are granted on the annual meeting date and vest by the next annual meeting or one year; RSUs elected in lieu of cash vest at year‑end, all subject to continued service .
Related‑Party Transactions & Conflicts
- Policy: Audit Committee reviews and must approve/ratify related‑party transactions; focus on best interests of stockholders .
- Disclosures: The proxy does not disclose any related‑party transactions involving Geoffrey Moore in 2024; Ms. Nichols’ interim employment and consulting arrangements are the only director‑related items noted .
Committee Assignments (Detail)
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit | Member | 4 | Auditor selection/oversight, financial statements, internal controls, related‑party transactions, ethics/conflicts |
| Nominating & Corporate Governance | Chair | 1 | Board composition, committee structure, governance policies |
| Compensation | Former member (through Feb 2025) | 1 (committee overall in 2024) | Executive/director comp framework; independent consultant usage |
Executive sessions of non‑employee directors occur at least twice annually, reinforcing independent oversight .
Compensation Structure Analysis (Director)
- Mix skews to equity: $80k annual RSU plus optional equity in lieu of cash ($43.5k elected by Moore), indicating high equity component and alignment with shareholders .
- No performance conditions on director equity; awards are time‑based, consistent with standard governance practice for directors (avoids tying director independence to operating metrics) .
- Fee levels and equity caps: policy caps annual director cash at $150k and equity at $300k; within typical small‑cap norms .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval approximately 97%, suggesting positive investor sentiment toward compensation governance and alignment .