Mark Hartman
About Mark Hartman
Mark Hartman, 51, was appointed as a Class III director of nLIGHT, Inc. (LASR) on June 12–13, 2025, with a term expiring at the 2027 annual meeting; he was simultaneously appointed to the Audit Committee. He is a retired Chief Financial Officer of Woodward Inc. (WWD), a retired CPA, and holds an MBA from Northwestern University (Kellogg) and a BBA in accounting from Western Michigan University . The company disclosed no related-party transactions with Hartman and will enter into its standard indemnification agreement with him .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen | Audit practice; later business consulting, Manager | 1995–2001 | Audit and consulting grounding; financial controls experience |
| Advanced Energy Industries | Director of Accounting Services; Interim CFO | 2002–2006 | Led accounting; interim CFO responsibilities; semiconductor industry exposure |
| Woodward Inc. (WWD) | VP Corporate Controller (from 2007); CFO (from 2021); retired CFO | 16 years beginning 2007 | Senior finance leadership across aerospace/industrial; CFO-level operational and financial management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed by LASR at appointment |
Board Governance
- Appointment: Class III director, term to 2027 annual meeting; assigned to Audit Committee .
- Independence and conflicts: Company reported no arrangements leading to selection and no transactions requiring Item 404(a) disclosure; Audit Committee service aligns with independence criteria under Nasdaq and Exchange Act Rule 10A-3 (see company’s audit committee independence framework) .
- Indemnification: Standard form indemnification agreement will be executed .
- Board/committee cadence and attendance baseline (2024): Board met 7 times; no director was below 75% attendance; audit committee held 4 meetings, compensation committee 1, nominating/governance 1, information & technology security 5 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $30,000 | Outside director |
| Lead Independent Director premium | $5,000 | If applicable (not applicable to Hartman) |
| Audit Committee Chair | $20,000 | Chair premium |
| Audit Committee Member | $2,000 | Member fee (applicable to Hartman) |
| Compensation Committee Chair/Member | $15,000 / $1,500 | If applicable |
| Nominating & Corp. Gov. Chair/Member | $10,000 / $1,000 | If applicable |
| Info & Tech Security Chair/Member | $15,000 / $1,000 | If applicable |
| RSU election in lieu of cash | Value equals converted cash retainers | Directors may elect RSUs instead of cash; full-year vest on Dec 31 |
Hartman will be compensated per LASR’s Outside Director Compensation Policy; actual grants and pro-ration follow board policy and timing .
Performance Compensation
| Equity Award Type | Grant Value | Grant Timing | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU award | $120,000 (or lesser at board’s discretion) | First trading day on/after becoming director | 1/3 each year over 3 years | Auto-granted upon first becoming a non-employee director; shares rounded down |
| Annual RSU award | $80,000 | Each annual meeting date | Earlier of 1-year anniversary or day before next annual meeting | Not granted if not continuing after meeting; rounded down |
No performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation; director equity is time-based RSUs under the 2018 Plan .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| — | None disclosed by LASR | Company stated no Item 404(a) related-party transactions with Hartman |
Expertise & Qualifications
- Financial leadership: Former CFO (WWD); long-tenured controller and CFO-track experience .
- Audit and controls: Arthur Andersen audit/consulting background; retired CPA .
- Industry: Aerospace, defense, semiconductor power conversion; aligned with LASR’s strategic focus .
- Education: MBA (Kellogg), BBA (Western Michigan) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership listing (as of 4/14/2025) | Not listed (appointment occurred June 2025) |
| Director equity ownership guideline | 3x annual cash retainer by fifth anniversary of joining board; compliance period applies |
| Hedging/pledging | Prohibited by insider trading policy for directors and officers |
Governance Assessment
-
Positive signals:
- Audit Committee appointment and finance pedigree support board effectiveness on financial oversight .
- No related-party transactions disclosed at appointment; standard indemnification agreement only .
- Clear, conservative director pay framework with modest cash retainers and time-based RSUs; ownership guidelines enhance alignment .
- Company-wide governance posture: robust committee structures; prohibitions on hedging/pledging; clawback policy for executives; high say-on-pay support in 2025 (For: 33,643,926; Against: 2,498,381; Abstain: 54,832; Broker non-votes: 7,205,898) .
-
RED FLAGS:
- None disclosed specific to Hartman at appointment (no Item 404(a) related-party exposure; no compensation anomalies) .
-
Implications for investor confidence:
- Hartman’s audit committee role and CFO background likely enhance financial governance rigor; equity guideline and anti-hedging rules reinforce alignment; absence of related-party ties reduces conflict risk .
Appendix: Shareholder Context
- 2025 Annual Meeting outcomes: Class I directors elected; auditor ratified; say-on-pay approved (meeting participation ~87.79% of shares outstanding) .