Alec Gores

About Alec Gores

Alec E. Gores, age 72, has served as an independent director of Luminar Technologies (LAZR) since December 2020. He is Founder, Chairman and CEO of The Gores Group, with a career spanning private equity operations and SPAC sponsorship; he holds a degree in Computer Science from Western Michigan University . In 2025, he is a Class II director standing for re‑election, reflecting over four years of board tenure at LAZR and extensive investment and financial expertise .

Past Roles

External Roles

Board Governance

• Board classification and leadership: LAZR’s board has nine directors across three staggered classes; Gores is Class II. The Lead Independent Director is Matthew J. Simoncini (appointed Feb 19, 2025). LAZR is a “controlled company” due to Austin Russell’s majority voting power; however, seven of nine directors, including Gores, are independent under Nasdaq rules .
• Committee assignments: Gores is not listed as a member of the Audit (Tempesta chair; Simoncini; Schiano), Compensation & Human Capital (Martin chair; Jepsen; Simoncini), or Nominating & ESG (Jepsen chair; Maguire; Martin) committees .
• Attendance and engagement: In 2024, the board met 6 times; Audit (12), Compensation (7), Nominating & ESG (3). Each director attended at least 75% of aggregate board and relevant committee meetings; all directors attended the most recent annual meeting .
• Executive sessions: The board conducts regular meetings of independent directors without management present .

Fixed Compensation

Actual 2024 director compensation:

Performance Compensation

• Directors may elect to convert cash fees to RSUs and may defer RSUs; RSUs for new directors (initial grant) are $400,000, vesting over 3 years .
• No disclosed performance metrics or PSUs for directors; awards are time‑based RSUs aligned to service .

Other Directorships & Interlocks

RED FLAG: Historical related‑party exposure via investment in a SPAC chaired by Gores (though executed on market terms and largely exited) .

Expertise & Qualifications

• Investment and financial expertise from >120 acquisitions and SPAC leadership; operational PE approach and company building background .
• Technical foundation: Computer Science degree (Western Michigan University) .
• Board qualifications: Independent director with significant investment/financial expertise .

Equity Ownership

• Insider trading policy prohibits pledging, with limited exceptions; Gores’ pledge indicates an exception was granted, which is governance‑risk sensitive .

Outstanding director equity (12/31/2024):

Governance Assessment

Key findings:

• Independence and committee roles: Gores is independent but not seated on any standing committees, limiting direct oversight involvement in Audit/Comp/ESG areas .
• Attendance: Meets policy thresholds; all directors attended the annual meeting—baseline engagement .
• Compensation alignment: Director pay is standard (cash retainer + time‑based RSUs at $200k annual value); no performance‑based director equity—typical but offers limited pay‑for‑performance signaling for directors .
• Ownership and alignment: Beneficial ownership is <1% and includes pledged shares (315,795) as collateral—pledging is a prominent RED FLAG for alignment and potential forced selling risk; note LAZR’s policy only allows pledging via exceptions .
• Related‑party history: LAZR’s 2022 investment in Gores Guggenheim SPAC (Polestar) constitutes a related‑party exposure, though largely exited—requires continued vigilance by Audit Committee on related‑party reviews .
• Shareholder sentiment: 2025 Say‑on‑Pay failed materially (3.54M “For” vs. 51.50M “Against”), signaling investor dissatisfaction with executive compensation; board accountability and responsiveness will be scrutinized. Gores was re‑elected with 53.76M “For” vs. 1.42M “Withheld” (strong support), but governance optics remain sensitive given failed Say‑on‑Pay .

Implications for investor confidence:

• Controlled‑company structure concentrates voting power with Austin Russell, dampening minority shareholder influence; independent director presence (including Gores) and robust committee oversight are critical counterweights .
• Pledging of shares by Gores elevates alignment and liquidity risk; investors typically expect prohibition without exceptions—monitor for any changes or de‑pledging commitments .
• The failed Say‑on‑Pay heightens pressure on Compensation Committee reforms; while Gores is not on the committee, board‑wide engagement with shareholders will be essential .

Say‑on‑Pay & Shareholder Feedback

Note: LAZR states the compensation committee considers Say‑on‑Pay feedback in future decisions; 2025’s failure demands visible adjustments .

Committee Composition Snapshot (for context)

Director Compensation Policy Details (for benchmarking)

• Cash: $12,500 per quarter; Lead Independent premium $7,500/qtr; committee chair/member quarterly fees; no meeting fees; optional cash‑to‑RSU election .
• Equity: Annual RSU grants valued at $200,000; initial RSU grants at $400,000 (new directors); change‑in‑control full acceleration of unvested director RSUs; optional deferral .
• Non‑employee director award cap: Combined cash + equity capped at $750,000 per year ($1,000,000 in initial year), under Amended Plan best‑practice provisions .

RED FLAGS

• Shares pledged as collateral (315,795) by Gores—contrary to preferred governance practice; permitted under an exception to LAZR’s policy .
• Historical related‑party investment in SPAC chaired by Gores (GGI/Polestar), albeit exited—requires vigilant oversight and transparent conflict management .
• 2025 Say‑on‑Pay failure—board‑level accountability and compensation reforms warranted .

Positive Signals

• Independent status affirmed; strong re‑election vote (53.76M “For”) suggests shareholder support for Gores personally .
• Attendance thresholds met; governance infrastructure includes independent committees and regular independent‑director sessions .