Joseph Corso
About Joseph Corso
Joseph Corso (age 44) has served as nLIGHT’s Chief Financial Officer since March 2022. He previously led electronics and industrial technology investment banking at Stifel as Global Co-Head and held roles at Thomas Weisel Partners; he holds a B.A. in Economics from Swarthmore College . During his tenure, company revenue declined from $242,058k (2022) to $198,548k (2024), net loss widened to $(60,792)k, adjusted EBITDA was $(17,155)k, and the company’s TSR measure (value of a fixed $100 investment) fell to 52 in 2024 from 67 in 2023 . The business shifted decisively toward defense with aerospace & defense revenue up 20% YoY to ~$110M and funded backlog up 54% to $167M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stifel Financial Corp. | Various roles, most recently Global Co-Head of Electronics & Industrial Technology | 2010–2020 | Senior leadership in sector coverage and transaction execution |
| Thomas Weisel Partners | Various roles | 2004–2010 | Investment banking experience prior to Stifel acquisition |
External Roles
- No external public company directorships disclosed for Corso .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $280,385 | $300,000 | $310,961 |
| Target Bonus (% of base) | — | 65% | 65% |
| Actual Cash Incentive ($) | $25,200 | $22,425 | $0 |
| All Other Compensation ($) | $8,899 | $9,481 | $9,813 |
Note: Corso’s base salary increased from $300,000 to $315,000 effective April 2024 .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout % |
|---|---|---|---|---|
| Revenue ($MM) | 25% | $232.1 | $198.5 | 0% |
| Adjusted EBITDA ($MM) | 75% | $7.2 | $(17.2) | 0% |
| Total | 100% | — | — | 0% |
- Plan mechanics: Revenue threshold at 90% pays 90% up to 110% cap; Adjusted EBITDA threshold at 25% with max 200% at 175% achievement; overall max payout 177.5% of target .
Equity Awards (2024)
| Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Time-Based RSUs | 4/8/2024 | 50,000 | $617,000 | 1/3 on 6/1/2025, then 1/12 quarterly for eight quarters |
| Performance-Based RSUs (Relative TSR) | 4/8/2024 | 50,000 target | $940,500 | Earned 0–200% vs Russell 2000 TSR; capped at 100% if TSR negative; vests 5/14/2027 if earned |
- PRSU performance curve: 25th/50th/75th Russell 2000 percentile → 50%/100%/200% of target; linear interpolation in-between .
Equity Ownership & Alignment
Beneficial Ownership
| Item | Amount |
|---|---|
| Shares beneficially owned | 87,785 |
| % of shares outstanding | <1% |
| RSUs vesting within 60 days | 18,542 |
Unvested Time-Based RSUs (as of 12/31/2024)
| Grant | Shares Unvested | Market Value ($) |
|---|---|---|
| 2021 grant | 6,667 | $69,937 |
| 2022 grant (July) | 7,084 | $74,311 |
| 2022 grant (March) | 5,000 | $52,450 |
| 2023 grant | 20,835 | $218,559 |
| 2024 grant | 50,000 | $524,500 |
Unvested Performance RSUs (target; as of 12/31/2024)
| Grant | Target PRSUs | Payout Value at Target ($) |
|---|---|---|
| 2022 PRSUs (vest 8/14/2025 if earned) | 42,500 | $445,825 |
| 2023 PRSUs (vest 5/14/2026 if earned) | 50,000 | $524,500 |
| 2024 PRSUs (vest 5/14/2027 if earned) | 50,000 | $524,500 |
- Stock ownership guidelines: CFOs must hold shares equal in value to their annual salary; executives have five years to comply, and all executive officers were in compliance as of 12/31/2024 .
- Hedging and pledging: Prohibited under insider trading policy .
- Rule 10b5-1 plan: Corso adopted a plan on 9/15/2025 to sell up to 156,714 shares through 12/31/2026 (modifying a 3/14/2025 plan), indicating structured selling activity ahead .
Employment Terms
Termination Without Cause (No Change in Control)
| Component | Amount |
|---|---|
| Base salary continuation (6 months) | $157,500 |
| COBRA premiums (6 months) | $12,584 |
| Equity treatment | Awards remain outstanding for 3 months or until a change in control |
Double-Trigger Change in Control (Termination within CoC window)
| Component | Amount |
|---|---|
| Base salary lump sum (12 months) | $315,000 |
| COBRA premiums (up to 12 months) | Included |
| Equity acceleration | 100% of unvested equity; PRSUs deemed at greater of actual or 100% target unless award provides otherwise |
| Total illustrative package (incl. equity at 12/31/2024) | $2,774,750 |
- Agreements: At-will; change-in-control window is 3 months prior to and 12 months after CoC; Section 280G “best results” (no tax gross-up) .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Revenue ($000) | 242,058 | 209,921 | 198,548 |
| Net Loss ($000) | (54,579) | (41,670) | (60,792) |
| Company TSR (value of fixed $100 investment) | 50 | 67 | 52 |
- 2024 business highlights: Aerospace & defense revenue rose 20% YoY to ~$110M; funded backlog increased 54% to $167M; cash and investments >$100M .
Compensation Governance and Benchmarking
- Compensation Committee: Independent; chaired by Bill Gossman; members include Bandel Carano and Raymond Link .
- Consultant: Semler Brossy engaged in 2023; no services provided in 2024 .
- Peer group (2024): 3D Systems, Axcelis, Cohu, CTS, FARO, Ichor, Impinj, Knowles, Photronics, SkyWater, Veeco, VPG, Ouster; no fixed percentile targeting .
- Say-on-Pay: 97% approval in 2024 for prior year’s NEO compensation .
- Clawback policy: Adopted Nov 2023; mandatory recovery of excess incentive pay upon restatement per SEC/Nasdaq rules .
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus paid $0 due to miss on revenue and adjusted EBITDA thresholds, while PRSUs are tied to 3-year relative TSR, capping payouts at 100% if TSR is negative—this aligns incentives with multi-year shareholder outcomes .
- Selling pressure: A Rule 10b5-1 plan to sell up to 156,714 shares through end-2026 suggests ongoing programmed sell activity; monitor Form 4s for execution pace and overlap with vesting schedules .
- Retention and CoC risk: Double-trigger CoC terms with full equity acceleration and 12 months salary/benefits could incentivize stability but also make Corso financially neutral in a transaction; outside CoC severance is modest (6 months), limiting voluntary departure risk .
- Ownership alignment: Compliance with stringent ownership guidelines and prohibition on hedging/pledging reduce misalignment; however, sizable unvested equity (time-based and PRSUs) means performance and stock price direction materially influence realized compensation .
- Execution risk: Financial trajectory (revenue decline, larger net loss, negative adjusted EBITDA in 2024) elevates performance risk; defense backlog growth and program execution are key levers to improve TSR and PRSU outcomes over 2024–2027 .