Daniel Tempesta
Luminar Technologies, Inc./DEAbout Daniel D. Tempesta
Independent director at Luminar Technologies (LAZR) since 2022; age 54 (as of June 3, 2025). Former EVP & CFO of Nuance Communications (2015–Dec 2023), with prior senior finance roles at Nuance (CAO/Controller), Teradyne (Corporate Controller/CAO), and PricewaterhouseCoopers. Designated “audit committee financial expert” and currently chairs Luminar’s Audit Committee. Class II director up for election at the 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuance Communications, Inc. | EVP & Chief Financial Officer | 2015–Dec 2023 | Served through Microsoft acquisition (Mar 2022); led finance, accounting, tax, treasury, IR, order management, procurement |
| Nuance Communications, Inc. | SVP, Chief Accounting Officer & Corporate Controller | 2008–2015 | Oversight of finance/accounting operations |
| Teradyne, Inc. | Corporate Controller & Chief Accounting Officer | Prior to 2008 | Senior finance leadership |
| PricewaterhouseCoopers LLC | Assurance (technology clients) | Early career | Audit/assurance experience |
External Roles
- No current public company directorships disclosed for Tempesta in Luminar’s 2025 proxy.
Board Governance
| Item | Detail |
|---|---|
| Board class/tenure | Class II; director since 2022; age 54 (as of June 3, 2025) |
| Independence | Board determined Tempesta independent under Nasdaq; also independent for committee service (SEC/Nasdaq rules) |
| Committee assignments | Audit Committee chair; designated audit committee financial expert |
| Audit Committee activity | 12 meetings in 2024; responsibilities include auditor oversight, ICFR, critical accounting, risk (incl. cybersecurity), related-party review, business continuity; pre-approves audit and permissible non-audit services |
| Attendance | Each director attended ≥75% of board and committee meetings in 2024; board met 6x, audit 12x, compensation 7x, nominating 3x |
| Lead Independent Director | Matthew J. Simoncini, appointed Feb 19, 2025; executive sessions of independents held regularly |
| Controlled company context | Austin Russell holds all Class B shares (10:1 votes) giving 52.2% voting power; company is a “controlled company,” though it states it does not currently intend to rely on governance exemptions (but may) |
Fixed Compensation
- Program design (non-employee directors):
- Cash retainer: $12,500 per quarter (board); no meeting fees. Committee chair retainers per quarter: Audit $6,250; Compensation & HCM $5,000; Nominating & ESG $2,500. Non-chair members: Audit $3,125; Compensation & HCM $2,500; Nominating & ESG $1,250. Option to convert up to 100% of cash into RSUs; no per-meeting fees.
| Director (2024) | Cash Fees ($) | Equity Grant Fair Value ($) | Total ($) |
|---|---|---|---|
| Daniel D. Tempesta | 65,285 | 192,245 | 257,530 |
- Compensation mix (2024): Cash ≈ 25%, Equity ≈ 75% (computed from figures above) .
Performance Compensation
- Annual equity: RSUs with grant-date value of $200,000 at each annual meeting; vest in full on earlier of 1-year anniversary or next annual meeting, subject to service. Initial director grant: $400,000 in RSUs, vesting in three equal annual installments. Change-in-control: any unvested RSUs granted for board service vest in full immediately prior to, and contingent on, the closing. Directors may defer RSUs and can elect to convert cash fees into RSUs. No performance-conditioned metrics for director equity disclosed (time-based RSUs only).
| Equity Feature | Terms |
|---|---|
| Annual RSU grant | $200,000 value; vests at 1-year/next AGM, service-based |
| Initial RSU grant | $400,000 value; 3-year equal annual vesting, service-based |
| CIC treatment | Full acceleration immediately prior to closing for board-service RSUs |
| Deferral / Cash-to-RSU | RSU deferral and cash-to-RSU elections permitted |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other current public company boards disclosed in 2025 proxy |
Expertise & Qualifications
- Audit committee financial expert; extensive public-company CFO background (Nuance), plus chief accounting roles (Nuance, Teradyne) and Big 4 audit experience (PwC).
- Risk oversight orientation through Audit Committee mandate (financial, operational, cybersecurity, compliance, related-party review).
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % Total Voting Power | Notes |
|---|---|---|---|---|---|---|
| Daniel D. Tempesta | 17,691 | <1% | — | — | <1% | As of June 3, 2025 |
| Unvested RSUs (12/31/24) | 9,385 | — | — | — | — | Outstanding unvested RSUs |
| Hedging/Pledging policy | Prohibits hedging and pledging (limited exceptions for pledging) for directors/officers/employees | Policy-level disclosure; no individual pledges disclosed |
Additional equity program reference: cumulative director stock awards to Tempesta since plan inception through May 19, 2025 total 14,636 units (RSUs and PRSUs, at target for PRSUs per footnote) .
Governance Assessment
-
Strengths
- Independence and financial expertise: Independent director; audit committee chair; “audit committee financial expert.” This supports robust oversight of ICFR, financial reporting, and auditor independence.
- Engagement: Audit Committee met 12x in 2024; directors met attendance threshold (≥75%).
- Alignment: Majority of 2024 director compensation in equity; ability to convert cash to RSUs and to defer equity further aligns incentives.
-
Risks/Watch items
- Controlled company structure: Majority voting power concentrated with founder via Class B shares; while not currently using exemptions, company may do so, which can reduce certain stockholder protections. This increases reliance on independent directors’ oversight, including the audit chair.
- Shareholder litigation scrutiny: Investor rights firm announced investigation into whether certain officers and directors breached fiduciary duties (attorney advertising). While not an adjudication, it signals governance risk perception among some investors.
- Change-in-control vesting: Full acceleration of unvested director RSUs at CIC is standard but can be viewed as reducing downside risk for directors in strategic alternatives, potentially impacting perceived independence in transaction evaluations.
-
Policies mitigating risk
- Prohibition on hedging and pledging of company stock for directors (limited exceptions for pledging), supporting alignment and reducing forced selling risk.
- Audit Committee pre-approval of audit and permissible non-audit services; auditor fee mix disclosed, with total Deloitte fees $2,587k in 2024 vs $2,132k in 2023.
Director Compensation Detail (2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (board + Audit chair retainer) | $65,285 | No meeting fees; option to convert cash to RSUs |
| Equity (RSU grant-date fair value) | $192,245 | Annual grant June 5, 2024 (8,216 RSUs), vested June 5, 2025 subject to service |
| Total | $257,530 |
Audit Oversight Signals
- Audit Committee Report signed by Tempesta and other members recommended inclusion of 2024 audited financials in the 10-K; independence communications received from Deloitte; PCAOB/SEC-required matters discussed.
- Deloitte fees 2024: Audit $2,122k; Audit-related $454k; Tax $9k; All other $2k; total $2,587k (vs $2,132k in 2023). All services pre-approved by Audit Committee.
Attendance & Engagement
| 2024 Meetings | Count | Attendance Statement |
|---|---|---|
| Board of Directors | 6 | Each director attended ≥75% of aggregate board and committee meetings during their service period in 2024 |
| Audit Committee | 12 | |
| Compensation Committee | 7 | |
| Nominating & ESG Committee | 3 |
Policies Relevant to Alignment and Conflicts
- Hedging/pledging: Prohibited for directors, officers, employees; limited exceptions may be granted for pledging; quarterly blackout observed.
- Related party transactions: Audit Committee reviews related-party transactions.
Notes
- Board composition and roles are as of the 2025 proxy record date (June 3, 2025). Subsequent board changes (e.g., appointments of Patricia Ferrari and Elizabeth Abrams in Nov 2025) do not alter Tempesta’s disclosed roles in the 2025 proxy.