Patricia Ferrari
LAZRAbout Patricia Ferrari
Patricia Ferrari was appointed to Luminar’s Board of Directors on November 12, 2025, as a Class I director; she was immediately assigned to the board’s Special Investigation Committee and Special Transactions Committee . A restructuring specialist, she previously led restructuring and remediation at MBIA and spent two decades as a banking/finance partner at Shearman & Sterling, Alston & Bird, and as a founding partner of King & Spalding’s New York office; she also served as an independent director at Cano Health during its restructuring and is currently an independent director at Talis Biomedical, where she sits on a special restructuring committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MBIA Inc. | Head of Restructuring & Remediation | Not disclosed | Reported directly to CEO/Board on distressed credits, bankruptcy and restructuring |
| King & Spalding (NY office) | Founding Partner (Banking/Finance/Restructuring) | Not disclosed | Built NY practice; restructuring/finance expertise |
| Alston & Bird (Atlanta) | Partner; led Banking & Finance Team | Not disclosed | Led banking/finance team |
| Shearman & Sterling (NY) | Lawyer (Banking/Finance) | Not disclosed | Structured finance/restructuring experience |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Talis Biomedical (NASDAQ: TLIS) | Independent Director | Appointed Jul 31, 2024 – present | Special Restructuring Committee; bankruptcy/liquidation oversight |
| Cano Health (NYSE: CANO, post‑restructuring) | Independent Director | Dec 2023 – Jun 2024 | Served during restructuring; company emerged from bankruptcy in Jun 2024 |
Board Governance
- Appointment and class: Appointed to Luminar’s Board as a Class I director effective Nov 12, 2025; assigned to the Special Investigation and Special Transactions Committees .
- Independence and related parties: Company disclosed no arrangements/understandings for her appointment, no family relationships with directors/executives, and no reportable related‑party transactions under Item 404(a) at appointment .
- Board context: Luminar’s Lead Independent Director is Matthew J. Simoncini (appointed Feb 19, 2025), and the board conducts executive sessions without management . Committee charters and governance guidelines are maintained on the IR site .
- Trading/hedging controls: Directors are prohibited from pledging Company stock and from hedging transactions (collars, swaps, etc.) under the Insider Trading Policy .
Fixed Compensation
Director compensation policy (applies to non‑employee directors; specific amounts for Ms. Ferrari to be disclosed in a future filing):
| Component | Amount | Notes |
|---|---|---|
| Board retainer (cash) | $12,500 per quarter | No per‑meeting fees |
| Lead Independent Director premium | +$7,500 per quarter | If applicable |
| Audit Chair | $6,250 per quarter | Committee chair fees |
| Compensation Chair | $5,000 per quarter | Committee chair fees |
| Nominating & ESG Chair | $2,500 per quarter | Committee chair fees |
| Audit Member | $3,125 per quarter | Committee member fees |
| Compensation Member | $2,500 per quarter | Committee member fees |
| Nominating & ESG Member | $1,250 per quarter | Committee member fees |
| Cash-to-RSU election | Up to 100% of cash fees may be taken as RSUs | Director election permitted |
Notes: Fees for special committees (e.g., Special Investigation/Transactions) were not disclosed in the 8‑K; any such fees will be reported in subsequent filings .
Performance Compensation
Annual and initial equity awards for non‑employee directors (time‑based, not performance‑based):
| Award | Grant Value | Vesting | Change‑in‑Control | Deferral Option |
|---|---|---|---|---|
| Annual RSU grant | $200,000 | Vests in full at earlier of 1‑year anniversary or next annual meeting, subject to continued service | Unvested director RSUs vest in full immediately prior to a Change in Control | Directors may defer RSUs under company program |
| Initial RSU grant (new directors) | $400,000 | Vests in 3 equal annual installments over 3 years, subject to continued service | Same as above | Same as above |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Talis Biomedical | Medical diagnostics | Independent Director; Special Restructuring Committee | No Luminar supplier/customer link disclosed; role is restructuring oversight |
| Cano Health | Healthcare services | Independent Director (Dec 2023 – Jun 2024) | Prior service during restructuring; no ties to Luminar disclosed |
Company disclosure states no Item 404(a) related‑party transactions for Ms. Ferrari at the time of her Luminar appointment .
Expertise & Qualifications
- Restructuring/distressed situations: Led MBIA’s restructuring/remediation function; independent director assignments focused on special restructuring committees (Cano Health, Talis) .
- Banking/structured finance/legal: Two decades in top law firms (Shearman & Sterling; Alston & Bird team lead; founding partner for King & Spalding NY office) focused on banking, structured finance, and restructurings .
- Education: J.D. (law degree) .
- Luminar committee focus: Special Investigation and Special Transactions Committees—aligned with oversight of internal investigations and strategic alternatives .
Equity Ownership
- Not yet disclosed in Luminar filings; Ms. Ferrari’s appointment occurred after the 2025 DEF 14A (which does not list her among directors) . Initial and/or annual RSU grants for new directors are governed by the Director Compensation Policy (see above); specifics will appear in future SEC filings .
Governance Assessment
- Board effectiveness and engagement: Ferrari’s immediate assignment to the Special Investigation and Special Transactions Committees positions her to influence oversight of investigations and strategic alternatives during a period of capital structure stress (forbearance with secured noteholders extended to Nov 24, 2025; strategic alternatives under evaluation) .
- Independence/conflicts: No family relationships and no related‑party transactions were disclosed at appointment—supportive of independence and conflict‑free oversight .
- Incentive alignment: Director equity is time‑based RSUs with full acceleration on change‑in‑control; cash fees are modest and may be converted to RSUs. Insider policy prohibits hedging/pledging, supporting alignment with shareholders .
RED FLAGS and signals for investors
• Company context: Forbearance agreements with first‑ and second‑lien noteholders and an active strategic review signal heightened financial risk; Ferrari’s restructuring profile suggests the board is preparing for complex transactions (financing, asset sales, or broader restructuring) .
• Equity acceleration: Director RSUs accelerate on change‑in‑control, which can modestly bias support for sale transactions in distressed settings; however, amounts are standard for public boards .
• Special committees: The creation of special investigation/transactions committees indicates elevated governance scrutiny; fees for these committees (if any) were not disclosed at appointment and should be monitored in subsequent filings .