Katharine Martin

About Katharine A. Martin

Katharine A. Martin (age 62 as of June 3, 2025) has served on LAZR’s board since February 2021. She is a partner at Wilson Sonsini Goodrich & Rosati (WSGR) with 35+ years of corporate and securities law experience representing public companies. She holds a J.D. from McGeorge School of Law and a B.A. in Anthropology from UC Berkeley. Her prior service includes being a director of Nuance Communications from 1999–2018. These credentials underpin her role as an independent director and compensation committee chair at LAZR.

Past Roles

External Roles

Board Governance

• Classification and term: Class I director; next election in 2027; director since 2021; age 62 as of June 3, 2025 .
• Independence: Board determined Ms. Martin is independent under Nasdaq rules. All members of the Compensation & Human Capital Management and Nominating & ESG committees are independent under SEC/Nasdaq standards .
• Committee assignments and roles:
  • Compensation & Human Capital Management Committee: Chair; 7 meetings in 2024; responsible for executive pay oversight, plan administration, risk review of compensation policies .
  • Nominating & ESG Committee: Member; 3 meetings in 2024; governance/ESG oversight, board evaluations, succession planning input .
• Attendance: In 2024, each director attended at least 75% of board and committee meetings; the board met 6 times; compensation 7; nominating & ESG 3 .
• Lead Independent Director: Matthew J. Simoncini appointed Feb 19, 2025; regular independent director sessions occur without management per governance highlights .
• Controlled company context: LAZR is a “controlled company” under Nasdaq due to Austin Russell’s majority voting control, though the company states it does not currently rely on governance exemptions; the board nonetheless affirms committee independence .

Fixed Compensation

• Director Compensation Policy (cash):
  • Board retainer: $12,500 per quarter ($50,000/year).
  • Committee chair retainers: Audit $6,250/quarter; Compensation $5,000/quarter; Nominating & ESG $2,500/quarter.
  • Committee member retainers (non-chair): Audit $3,125/quarter; Compensation $2,500/quarter; Nominating & ESG $1,250/quarter.
  • No per-meeting fees; directors may elect to convert cash to RSUs .

Performance Compensation

• Director Equity Policy:
  • Annual RSU grant of $200,000 at each annual meeting; vests at the earlier of one year or next annual meeting, subject to service .
  • Initial RSU grant of $400,000 for first-time directors; vests in three equal annual installments over three years, subject to service .
  • Change in control: unvested director RSUs vest in full immediately prior to closing, contingent on consummation .
  • Directors may defer RSUs; no tax gross-ups under the plan; awards subject to clawback .

Other Directorships & Interlocks

Expertise & Qualifications

• 35+ years practicing corporate/securities law; extensive representation of public companies .
• J.D., McGeorge School of Law; B.A. Anthropology, UC Berkeley .
• Governance/committee leadership experience; prior public company board service at Nuance .

Equity Ownership

• Hedging/pledging: Company policy prohibits directors from hedging and from pledging/margining company securities (limited exceptions may be granted) .

Governance Assessment

• Positives

  • Independent director; chairs Compensation & Human Capital Management Committee; serves on Nominating & ESG—clear governance oversight footprint .
  • Strong attendance disclosure (≥75% for all directors) and active committee cadence (Comp: 7; Nominating & ESG: 3 in 2024) supports engagement .
  • Director pay program emphasizes equity alignment (annual RSUs; no per-meeting fees; clawback in place; no option repricing without shareholder approval; no tax gross-ups) .
  • Hedging/pledging prohibitions for directors support alignment and risk control .

• Watch items / potential red flags

  • Controlled company status concentrates voting power and may reduce minority protection, even though the board states it is not currently relying on exemptions .
  • Historical interlock: Ms. Martin and current LAZR CEO Paul Ricci overlapped at Nuance (1999–2018). While not a related-party transaction, prior affiliations can influence board dynamics and are relevant to independence optics; board nonetheless determined Ms. Martin is independent .
  • Counsel affiliation: Ms. Martin is a partner at WSGR; no related-party transactions involving Ms. Martin/WSGR were disclosed in 2023–2025, and the audit committee reviews related-party transactions per policy .

• Director compensation mix (2024)

  • Cash $76,393; equity grant fair value $192,245; programmatic design targets $200,000 annual RSU value—indicates equity-heavy mix aligned to stockholder interests .

• Policy infrastructure

  • Change-in-control acceleration for director RSUs; board/committee self-assessment process; independent director sessions; lead independent director role .