Elizabeth Abrams - Director | Luminar Technologies, Inc./DE (LAZR) Executive Profile & Compensation

About Elizabeth Abrams

Elizabeth Abrams is an independent director appointed to Luminar’s Board on November 12, 2025, as a Class II director, with immediate assignments to the Board’s special investigation committee and special transactions committee . Abrams is a restructuring-focused finance executive and former investment banker; she founded Spruce Brook Partners and previously served as CFO of K Health, with senior roles at Guggenheim Securities, Millstein & Co., and Miller Buckfire. She holds dual degrees from the University of Pennsylvania (B.S. Economics, Wharton; B.A.S., Engineering) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Guggenheim Securities	Senior Managing Director (Restructuring)	2018–2021	Fairness opinion and valuation committee; led complex liability management and restructurings
Millstein & Co.	Managing Director (Restructuring)	2012–2018	Advised boards/investors on workouts; team later integrated into Guggenheim
Miller Buckfire	Director (Restructuring)	2003–2012	Distressed advisory across power, real estate, O&G
Spruce Brook Partners	Managing Member	2023–Present	Governance/advisory for transformational transactions
K Health	Chief Financial Officer	2021–2022	Finance leadership at digital health company

External Roles

Organization	Role	Sector	Public/Private	Notes
Heritage Power	Director	Energy	Private	Board experience cited by PLI
ECRM	Director	B2B Services	Private	Board experience cited by PLI
Population Council	Board Member	Non-profit	Non-profit	Listed as board member in 2025

Board Governance

Appointment: Class II director, effective November 12, 2025; assigned to special investigation and special transactions committees .
Independence: 8-K states no arrangements or family relationships and no transactions requiring Item 404 disclosure, supporting independent status under Nasdaq/SEC rules .
Committee landscape (baseline from 2025 proxy): standing committees include Audit (chair: Tempesta), Compensation & Human Capital Management (chair: Martin), and Nominating & ESG (chair: Jepsen). All committees meet Nasdaq/SEC independence requirements .
Attendance benchmark: In FY2024, Board met 6x; Audit 12x; Compensation 7x; Nominating & ESG 3x. All directors then in office attended ≥75% of aggregate meetings; Abrams joined in Nov 2025 (no attendance data yet) .

Fixed Compensation

Component	Amount	Frequency	Notes
Board retainer (cash)	$12,500 per quarter	Quarterly	No per-meeting fees
Lead Independent Director premium	$7,500 per quarter	Quarterly	If serving as LID
Audit Committee – Chair	$6,250 per quarter	Quarterly	Committee chair fee
Audit Committee – Member	$3,125 per quarter	Quarterly	Non-chair member
Compensation Committee – Chair	$5,000 per quarter	Quarterly	Committee chair fee
Compensation Committee – Member	$2,500 per quarter	Quarterly	Non-chair member
Nominating & ESG – Chair	$2,500 per quarter	Quarterly	Committee chair fee
Nominating & ESG – Member	$1,250 per quarter	Quarterly	Non-chair member
Cash-to-RSU Election	Up to 100% of cash fees	Election-driven	Directors may convert cash into RSUs

Performance Compensation

Instrument	Grant Value	Timing	Vesting	Change-of-Control Treatment
Annual RSUs	$200,000	Each annual meeting	Vest in full at 1 year or next annual meeting	Unvested RSUs vest in full immediately prior to closing (single trigger)
Initial RSUs (new directors)	$400,000	First practicable date post-appointment	3 equal annual installments over 3 years	Unvested RSUs vest in full immediately prior to closing (single trigger)
RSU Deferral	Electable	As prescribed by Company	Deferred RSUs distributed per policy	Available for annual and cash-to-RSU elections

Director equity awards are time-based RSUs; no performance metrics (e.g., TSR, revenue/EBITDA) apply to director compensation per policy .

Other Directorships & Interlocks

Entity	Relationship to LAZR	Interlock/Conflict Risk
Heritage Power, ECRM (private)	No disclosed commercial ties to Luminar	No related-party transactions per 8-K; low interlock risk
Population Council (non-profit)	Unrelated sector	No conflict indicated

Expertise & Qualifications

Specialization: Liability management, restructurings, debt refinancings; represented companies and stakeholders across sectors (power, real estate, O&G, public finance) .
Notable work: Advisory on PG&E, Vistra (f/k/a TCEH), General Growth Properties, Calpine, Puerto Rico, among others; recognized by TMA and Turnaround & Workouts .
Education: University of Pennsylvania, Jerome Fisher Program (B.S. Economics, Wharton; B.A.S., Engineering) .

Equity Ownership

Initial Form 3/beneficial holdings: Not yet disclosed publicly as of the November 13, 2025 8-K; no Item 404 transactions or family relationships cited at appointment .
Ownership alignment mechanisms:
- Policy allows cash-to-RSU elections and RSU deferrals, increasing equity alignment .
- Company maintains market-aligned stock ownership guidelines (details not specified) .
- Policy prohibits hedging transactions by directors and employees .

Governance Assessment

Board effectiveness signals:
- Immediate placement on special investigation and special transactions committees during a forbearance and strategic alternatives process indicates targeted use of Abrams’s restructuring expertise to enhance oversight of capital structure, liquidity, and potential transactions .
- Standing committee independence and active meeting cadence (Audit 12x; Compensation 7x; Nominating & ESG 3x in 2024) support governance continuity; Abrams’s attendance data will be assessable beginning FY2025–2026 cycles .
Alignment and incentives:
- Director comp is balanced between fixed cash retainers and time-based RSUs; new directors receive a $400,000 initial RSU grant with standard vesting, plus $200,000 annual RSUs thereafter, with option to convert cash to RSUs and defer equity—aligning pay with shareholder outcomes while maintaining independence (no performance-linked metrics for directors) .
Conflicts/related party:
- 8-K appointment disclosure asserts no arrangements, no family relationships, and no Item 404 transactions at appointment; audit committee oversees related-party reviews per charter .
Policies and controls:
- Anti-hedging policy in place for directors and employees; ownership guidelines referenced; committee charters and independence conform to Nasdaq/SEC standards .

RED FLAGS

Company-level distress: Forbearance agreements following missed October 15 interest payments, active strategic review, and special committees formation indicate heightened restructuring risk environment; board decisions will be closely scrutinized for transaction governance and conflicts management .
Change-in-control single-trigger for director RSUs: Policy accelerates unvested director RSUs immediately prior to closing, which can be perceived as less shareholder-friendly versus double-trigger, though common for non-employee directors; monitor optics in contested transactions .

Watch items for investors

Track Abrams’s Form 3 and subsequent ownership changes/RSU grants per Director Compensation Policy .
Monitor special committees’ mandates, disclosures, and outcomes in any asset sale, capital raise, or restructuring to assess board process integrity .
Evaluate committee assignments beyond special committees if updated post-appointment (audit/comp/nom & ESG rosters) in upcoming proxy .

References

Appointment and committees: 8-K, Nov. 13, 2025 .
Director compensation policy: DEF 14A, June 6, 2025 .
Board/committee independence and structure: DEF 14A, June 6, 2025 .
Attendance benchmarks: DEF 14A, June 6, 2025 .
Anti-hedging policy and governance highlights: DEF 14A, Apr. 25, 2024 .
Corporate distress context and forbearance: 8-K and exhibits, Nov. 13, 2025 .
Biography and external roles: PLI faculty page ; WRDIC/Guggenheim bio ; Population Council board .