Mary Lou Jepsen
Luminar Technologies, Inc./DEAbout Mary Lou Jepsen
Mary Lou Jepsen, PhD, age 60, has served as an independent Class III director of Luminar Technologies (LAZR) since February 2021. She is CEO, Founder and Chair of Openwater, and previously held senior engineering leadership roles at Meta/Oculus and Google/X; she co-founded One Laptop per Child as CTO. Jepsen holds a Ph.D. in Optical Sciences (Brown), an M.S. in Visual Studies (MIT), and a Sc.B. in Electrical Engineering and Studio Art (Brown) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta (Facebook) / Oculus | Executive Director of Engineering; Head of Display Technologies | Jan 2015 – Aug 2016 | Not disclosed |
| Google / X (Google X) | Senior engineering role similar scope | 2012 – 2015 | Not disclosed |
| One Laptop per Child | Co‑founder and CTO; lead architect for $100 laptops | Not dated | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Openwater | CEO, Founder, Chair | Aug 2016 – Present | Not disclosed |
| Lear Corporation (NYSE: LEA) | Director | Since Mar 2016 | Committee roles not disclosed |
| Brown University | Engineering Advisory Council member | Not dated | Advisory |
| UC Berkeley | School of Engineering and College of Computing, Data Science and Society Advisory Board member | Not dated | Advisory |
Board Governance
- Class III director; independent under Nasdaq rules .
- Committee leadership: Chair, Nominating & ESG; Member, Compensation & Human Capital Management .
- Board has a Lead Independent Director (Matthew J. Simoncini) structure; seven of nine directors independent; controlled company status due to Class B voting power (Austin Russell) .
| Governance Area | Details |
|---|---|
| Committee memberships | Compensation & Human Capital Management (member); Nominating & ESG (chair) |
| Independence | Board determined Jepsen independent; committee independence met |
| Meeting cadence (2024) | Board: 6; Audit: 12; Compensation: 7; Nominating & ESG: 3 |
| Attendance | Each director attended ≥75% of aggregate board and committee meetings during service in 2024 |
Fixed Compensation
| Component | Rate | Notes |
|---|---|---|
| Annual board retainer (cash) | $12,500 per quarter ($50,000/yr) | No per‑meeting fees |
| Committee chair fee (Nominating & ESG) | $2,500 per quarter ($10,000/yr) | Applies to Jepsen as chair |
| Committee member fee (Compensation) | $2,500 per quarter ($10,000/yr) | Applies to Jepsen as member |
| Cash-to-RSU election | Up to 100% of cash converted to RSUs | Optional election |
| Fees earned, 2024 | $71,393 | Actual cash paid for 2024 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director RSU | June 5, 2024 | 8,216 | $192,245 | Vests on earlier of one-year or next annual meeting; vested June 5, 2025 | Standard $200,000 value policy; actual based on grant date price |
| Initial director RSU (if first elected) | At initial appointment | Policy value $400,000 | N/A | 3 equal annual installments | Applies at first appointment; not new in 2024 for Jepsen |
- Change-in-control treatment: Unvested director RSUs vest in full immediately prior to closing of a Change in Control, contingent on consummation .
- Clawback: All awards subject to recoupment under company clawback policy and applicable listing rules .
- Hedging/pledging: Hedging prohibited; pledging prohibited with limited exceptions; margin accounts prohibited .
- Performance metrics for director awards: None; director RSUs are time-based (Plan performance criteria apply to employee performance awards, not standard director grants) .
Other Directorships & Interlocks
| Company | Role | Sector Overlap/Interlock | Notes |
|---|---|---|---|
| Lear Corporation | Director | Automotive supplier | No Luminar related‑party transactions disclosed involving Jepsen |
Expertise & Qualifications
- Deep optics and display hardware expertise from senior roles at Meta/Oculus and Google/X; founder/operator experience at Openwater .
- Public company board experience (Lear) and governance leadership (Chair, Nominating & ESG) .
- Academic credentials: PhD (Optical Sciences), MS (Visual Studies), ScB (EE & Studio Art) .
Equity Ownership
| Holder | Class A Shares | % of Shares Outstanding | Options | Unvested RSUs (12/31/2024) | Pledged Shares |
|---|---|---|---|---|---|
| Mary Lou Jepsen | 14,932 | <1% | None | 8,216 (vested 6/5/2025) | None disclosed |
| Citations |
Governance Assessment
- Strengths: Independent director with strong technical credentials; governance leadership as Nominating & ESG chair; member of Compensation Committee; attendance met ≥75% threshold; standard director pay structure with no meeting fees and clawback coverage; hedging/pledging prohibitions support alignment .
- Alignment: Annual time-based RSUs ($200k policy) and optional cash‑to‑RSU conversion align equity exposure; change‑in‑control acceleration is common but should be monitored for over‑alignment to transactional outcomes .
- Potential conflicts: External directorship at Lear presents industry adjacency, but Luminar discloses no related‑party transactions involving Jepsen; insider policy restricts hedging/pledging and would require audit review of any related transactions .
- Context risks: Luminar is a controlled company (supermajority voting power via Class B), reducing certain Nasdaq governance requirements; board employs lead independent director structure to mitigate control risks .