Matthew Simoncini
Luminar Technologies, Inc./DEAbout Matthew J. Simoncini
Independent director of Luminar Technologies (LAZR) since December 2020 (previously on Legacy Luminar’s board since June 2020); appointed Lead Independent Director on February 19, 2025. Age 64; former CEO and CFO of Lear Corporation with deep automotive and financial expertise; B.A. in business administration and Honorary Doctorate of Law from Wayne State University. Designated an audit committee financial expert; currently serves on the Audit Committee and the Compensation & Human Capital Management Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lear Corporation (NYSE: LEA) | President & CEO | Sep 2011 – Feb 2018 | Led global automotive technology company; strategic and financial leadership |
| Lear Corporation | Chief Financial Officer | Sep 2007 – Sep 2011 | Oversight of finance functions |
| UT Automotive | Director, Global FP&A | Apr 1996 – May 1999 | Global financial planning and analysis |
| Legacy Luminar | Director | Jun 2020 – Dec 2020 | Pre-SPAC board service |
| Luminar Technologies (LAZR) | Director (Lead Independent since Feb 2025) | Dec 2020 – Present | Board leadership; Audit and Compensation committee member; audit financial expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cooper-Standard Holdings Inc. | Director | Aug 2018 – May 2020 | Global auto systems supplier |
| Kensington Capital Acquisition Corp. | Director | Jun 2020 – Dec 2022 | SPAC focused on automotive sector |
Board Governance
- Lead Independent Director responsibilities: liaison between management and independent directors; leads executive sessions without management .
- Committee assignments: Audit Committee (member; audit committee financial expert); Compensation & Human Capital Management Committee (member). Audit chair is Daniel Tempesta; Compensation chair is Katharine Martin .
- Independence: Board determined Simoncini is independent under Nasdaq rules; all members of audit, compensation, and nominating & ESG committees are independent .
- Attendance and engagement: Board met 6 times in 2024; audit 12; compensation 7; nominating & ESG 3; each director attended at least 75% of aggregate meetings; all directors attended the last annual meeting .
- Controlled company context: Luminar is a controlled company (Class B super-voting); while the board states it does not currently intend to rely on exemptions, this structure can reduce required governance safeguards vs non-controlled issuers .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $87,785 | Actual cash fees in FY2024 |
| Stock Awards (2024) | $192,245 | Grant-date fair value of RSUs |
| Total (2024) | $280,030 | Cash + equity fair value |
| Unexercised Stock Options (12/31/2024) | 22,718 | Outstanding options held |
| Outstanding Unvested RSUs (12/31/2024) | 8,216 | Granted June 5, 2024 |
Director Compensation Policy (structure and fees):
| Policy Element | Amount | Detail |
|---|---|---|
| Board retainer | $12,500 per quarter | Non-employee director cash retainer |
| Lead Independent Director premium | $7,500 per quarter | Additional cash retainer for Lead Independent Director |
| Committee chair fees | Audit: $6,250/qtr; Comp: $5,000/qtr; Nominating: $2,500/qtr | Chair cash compensation |
| Committee member fees | Audit: $3,125/qtr; Comp: $2,500/qtr; Nominating: $1,250/qtr | Member cash compensation |
| Annual equity grant | $200,000 | RSUs, vest on earlier of 1-year or next annual meeting |
| Initial equity grant (new director) | $400,000 | RSUs vest over 3 years |
| Cash-to-RSU election | Up to 100% of cash fees | Directors may elect conversion to RSUs |
| Deferral | RSUs may be deferred | Per company’s deferred RSU program |
| Change in Control | Full vesting | Unvested board RSUs vest immediately prior to close |
Performance Compensation
| Award Type | Grant Date | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU | Jun 5, 2024 | 8,216 RSUs; $192,245 grant-date fair value | Vested Jun 5, 2025 | Standard annual director grant |
| Stock Options | N/A (historical) | 22,718 options outstanding | Fully vested/exercisable by Jun 3, 2025 | Option terms (strike/expiry) not disclosed in proxy table |
- Director equity awards are time-based; no performance metrics disclosed for non-employee director grants. Change-in-control triggers accelerate any unvested director RSUs .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Considerations |
|---|---|---|
| Cooper-Standard Holdings Inc. | Prior public board | Auto supplier; prior service ended May 2020; no current interlock reported |
| Kensington Capital Acquisition Corp. | Prior public board (SPAC) | Ended Dec 2022; no current interlock reported |
- Related-party transactions: Proxy discloses certain related-party employment relationships (family of former CEO and former CLO) but none involving Simoncini .
Expertise & Qualifications
- Financial and operating leadership (Lear CEO and CFO) in global automotive; designated audit committee financial expert, supporting robust oversight of financial reporting, controls, and risk (including cybersecurity oversight through audit committee) .
- Education: B.A. in business administration; Honorary Doctorate of Law from Wayne State University .
Equity Ownership
| Holding | Quantity | Ownership % | Notes |
|---|---|---|---|
| Class A shares (beneficial) | 39,239 | Less than 1% | Includes 16,521 directly held + 22,718 options exercisable within 60 days |
| Class B shares | 0 | — | No Class B holdings |
| Options (exercisable) | 22,718 | — | Fully vested and exercisable |
| RSUs outstanding (12/31/2024) | 8,216 | — | From Jun 5, 2024 grant |
| Pledging/Hedging | None disclosed for Simoncini | — | Company prohibits hedging and pledging, with limited exceptions; no pledge disclosed for Simoncini (pledge disclosed for Alec Gores) |
Governance Assessment
- Strengths:
- Lead Independent Director role enhances independent oversight and executive session leadership .
- Audit committee financial expert designation; service on both Audit and Compensation committees supports board effectiveness in key governance areas .
- Independent director with prior CEO/CFO experience in automotive; contributes strategic, operational, and financial discipline .
- Attendance: Board and committee activity levels were high in 2024; all directors met at least 75% attendance and attended the annual meeting, signaling engagement .
- Hedging/pledging ban and clawback policies strengthen alignment and accountability .
- Potential risks/flags to monitor:
- Controlled company status (majority voting power held by founder) can diminish minority shareholder protections even if the company does not currently rely on exemptions .
- Equity dilution considerations: annual director RSU grants and plan overhang/burn rate managed by compensation committee, but continued equity usage should be monitored for dilution relative to performance .
- No Simoncini-specific related-party transactions or pledging disclosed; no personal red flags identified in proxy .
Overall: Simoncini’s leadership as Lead Independent Director, dual committee memberships, and audit financial expertise are governance positives. The controlled company structure and ongoing equity issuance are systemic considerations for investor confidence, not specific to the director. Continuous tracking of attendance, committee effectiveness, and any changes in outside affiliations or related-party exposure is warranted .