Dominick Schiano
Luminar Technologies, Inc./DEAbout Dominick Schiano
Independent director since November 13, 2024; age 70 as of June 3, 2025. Background spans private equity operating and investing with deep automotive sector experience and M&A expertise. Education: Long Island University (Finance, undergraduate studies), Wharton School Management Development Program, Northwestern Kellogg School M&A Program; Six Sigma Champion .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evergreen Capital Partners, LLC | President & Co‑Founding Partner | 2007–present | Provides strategic, operational, and financial guidance to PE firms and portfolio companies; co‑invests . |
| The Gores Group | Senior Advisor (industrial sector) | Not disclosed | Advised PE sponsor on industrials; relevant to automotive and industrial deal flow . |
| TowerBrook Capital Partners | Member, Management Advisory Board | Not disclosed | Advisory input on portfolio strategy/operations . |
| DLJ Merchant Banking Partners (Credit Suisse PE) | Vice Chairman – Global Industrial Partners | Not disclosed | Senior leadership in industrial investing . |
| Questor Partners Funds | Managing Director; Investment Committee member | Not disclosed | Turnaround/private equity investing . |
| Textron Inc.; TRW Inc.; Wickes Companies Inc.; Gulf+Western Industries Inc. | Senior operating, finance, and M&A roles (automotive industry) | Not disclosed | Operational, finance and M&A roles in auto and industrials . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various boards (local government, private company, JV, public company, charitable) | Director/Trustee | Not disclosed | Has served on 30+ boards; specific current public company boards not enumerated in proxy . |
Board Governance
- Board class/tenure: Class III director; term through 2026; director since 2024 .
- Independence: Board determined Schiano is independent under Nasdaq rules; all Audit, Compensation & Human Capital Management, and Nominating & ESG committee members are independent .
- Committee assignments: Audit Committee member (not chair); designated an “audit committee financial expert” under Reg S‑K 407(d) .
- Meeting cadence and attendance: 2024 meetings—Board: 6; Audit: 12; Compensation: 7; Nominating & ESG: 3. Each director attended ≥75% of applicable Board/committee meetings during their service period in 2024 .
- Lead Independent Director: Matthew J. Simoncini (elected February 2025) .
- Controlled company context: Austin Russell controls a majority of voting power; company qualifies as a Nasdaq “controlled company” but stated it does not currently intend to rely on exemptions (may do so in future) .
- Auditor oversight signal: Audit Committee (including Schiano) dismissed Deloitte and appointed KPMG on March 31, 2025; no disagreements or reportable events disclosed .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $12,500 | Prorated for service from appointment effective November 13, 2024 . |
| Standard cash policy (reference) | $12,500 per quarter for Board service | Committee chair/member retainers per quarter: Audit $6,250/$3,125; Comp $5,000/$2,500; Nominating & ESG $2,500/$1,250; no meeting fees. Directors may elect to convert up to 100% of cash to RSUs . |
Performance Compensation
- Non‑employee director equity is time‑based RSUs (no disclosed performance metrics for directors). Annual director grant: $200,000 in RSUs at each annual meeting (vests on the earlier of one year or next annual meeting). Initial director grant at first appointment: $400,000 in RSUs, vesting in three equal annual installments over three years. Unvested director RSUs vest in full immediately prior to a Change in Control if in continuous service (single‑trigger for directors). Directors may elect to defer RSUs; “cash-to‑RSU” election available .
Director Compensation (2024 actual)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Dominick Schiano | $12,500 | $486,887 | $499,387 |
- 2024 equity detail: 30,915 RSUs granted upon joining the board on November 13, 2024; vest in three equal annual installments on the first, second, and third anniversaries of November 13, 2024, subject to continuous service .
- Plan cap: Outside director total grant‑date fair value of awards plus cash may not exceed $750,000 in a calendar year ($1,000,000 in initial year) under the equity plan .
Other Directorships & Interlocks
| Counterparty | Nature of Relationship | Governance Relevance |
|---|---|---|
| The Gores Group | Schiano previously served as Senior Advisor in industrials | Potential network tie: current LAZR director Alec E. Gores serves on LAZR board; Board nevertheless determined Schiano is independent; related‑party transactions subject to Audit Committee review . |
| TowerBrook Capital Partners | Management Advisory Board member (prior engagement) | PE networks; no specific related‑party transaction disclosed at LAZR . |
Expertise & Qualifications
- Financial/M&A expertise and extensive automotive sector operating experience; identified as an Audit Committee Financial Expert .
- Education: LIU (Finance major); Wharton Management Development Program; Kellogg M&A Program; Six Sigma Champion .
Equity Ownership
| Metric | Value | As-Of / Details |
|---|---|---|
| Class A shares beneficially owned | 266 | As of June 3, 2025; less than 1% of shares/votes . |
| Class B shares beneficially owned | 0 | As of June 3, 2025. |
| RSUs outstanding (unvested) | 30,915 | As of Dec 31, 2024; initial appointment grant on Nov 13, 2024. |
| Stock options outstanding | 0 | As of Dec 31, 2024. |
| Vesting schedule (initial grant) | 1/3 annually on Nov 13, 2025/2026/2027 | Subject to continuous service. |
| Annual director grant policy | $200,000 in RSUs at annual meeting (time‑based) | Single‑trigger acceleration upon Change in Control . |
| Hedging/pledging | Company policy prohibits pledging and hedging by directors (limited pledge exceptions possible) | Governance alignment policy. |
Governance Assessment
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Strengths
- Independent director with audit financial expert designation and deep automotive/M&A background; serves on an active Audit Committee (12 meetings in 2024) overseeing auditor change and key risk areas, including related‑party transactions and cybersecurity .
- Director pay structure is equity‑heavy and time‑vested, aligning interests with shareholders; clear policy on director retainers, equity, deferral, and a plan‑level cap; change‑in‑control acceleration is transparent .
- Insider trading policy prohibits hedging and pledging, supporting alignment and risk control .
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Watch items / potential red flags
- Controlled company status concentrates voting power (majority held by Class B); while the board indicates it does not currently rely on exemptions, it may in the future, reducing some governance safeguards .
- Prior advisory ties to The Gores Group (Alec E. Gores is a current LAZR director) create a network interlock; board determined independence and related‑party transactions are reviewed by the Audit Committee; no Schiano‑specific related‑party transactions disclosed .
- Limited disclosed equity ownership to date (266 Class A shares as of June 3, 2025), though unvested RSUs provide increasing alignment over time .
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Attendance and engagement signal
- Company disclosed each director met ≥75% attendance in 2024 during their service period; Audit Committee met frequently (12x), indicating substantive oversight workload .
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No issues disclosed
- No Schiano‑specific related‑party transactions, legal proceedings, pledging, or hedging disclosed in the proxy; director independence affirmed .
Notes: All information from Luminar’s 2025 DEF 14A proxy statement unless otherwise noted. Citations: .