Shaun Maguire
About Shaun Maguire
Shaun Maguire, PhD, age 39 (as of June 3, 2025), has served as an independent director of Luminar Technologies (LAZR) since 2021. He is a General Partner at Sequoia Capital with prior entrepreneurial and investing experience (co-founded Expanse/Qadium; former Partner at GV) and holds a PhD in Physics (Caltech), MS in Control & Dynamical Systems (Caltech), MS in Statistics (Stanford), and BA in Mathematics (USC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Expanse (Qadium) | Co-Founder & Chairman | 2012–2020 | Cybersecurity startup acquired by Palo Alto Networks |
| GV (Google Ventures) | Partner | 2016–2019 | Venture investments |
| Escape Dynamics | Co-Founder | 2010–2015 | Advanced propulsion concepts |
| DARPA (consultant) | Consultant | 2011–2012 | Defense innovation consulting |
| DRW | Algorithmic Trading Group (member) | 2008 | Quant trading experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Sequoia Capital | General Partner | Private | Venture capital GP |
| Vise | Director | Private | Board seat |
| AMP Robotics | Director | Private | Board seat |
| Gather | Director | Private | Board seat |
| Knowde | Director | Private | Board seat |
Board Governance
- Director class and tenure: Class I director; current term runs to 2027; director since 2021 .
- Independence: Board determined Maguire is independent under Nasdaq rules .
- Committee assignments: Nominating & ESG Committee (member). Chair is Mary Lou Jepsen; committee met 3 times in 2024 .
- Attendance: In 2024, each director attended at least 75% of aggregate Board and committee meetings; all directors then in office attended the last annual meeting of stockholders .
- Board structure: Lead Independent Director role established (Matthew J. Simoncini as of Feb 19, 2025). Company is a “controlled company” under Nasdaq due to founder voting control, though it states it does not currently rely on controlled-company exemptions .
Fixed Compensation (Director)
| Component | Detail | Amount/Frequency | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | Non-employee director | $12,500 per quarter | No per-meeting fees |
| Committee chair fees | Audit / Comp & HCM / Nominating & ESG | $6,250 / $5,000 / $2,500 per quarter | Not applicable to Maguire (not chair) |
| Committee member fees | Audit / Comp & HCM / Nominating & ESG | $3,125 / $2,500 / $1,250 per quarter | Applies if serving; Maguire is on Nominating & ESG |
| Equity – annual grant | RSUs | $200,000 grant-date value | Vest at next annual meeting or 1-year anniversary |
| Equity – initial appointment grant | RSUs | $400,000 grant-date value | Vests in 3 equal annual installments |
| Cash-to-RSU election | Optional | Up to 100% of cash retainers | Per policy |
| Expense reimbursement | Travel/related | Reasonable costs reimbursed |
2024 actual compensation (reported):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Shaun Maguire, PhD | 55,000 | 192,245 | 247,245 |
| Notes: 8,216 RSUs granted on June 5, 2024 vested June 5, 2025; outstanding unvested RSUs at 12/31/2024 were 8,216 . |
Performance Compensation (Director)
- Performance-based pay: Not applicable for directors; annual and initial RSUs are time-based (no performance metrics). RSUs accelerate upon Change in Control per plan and director policy .
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock/Conflict With LAZR |
|---|---|---|---|
| Public company boards | None disclosed | — | — |
| Private company boards | Vise; AMP Robotics; Gather; Knowde | Director | No LAZR related-party transactions disclosed involving these entities |
Expertise & Qualifications
- Technology and cybersecurity expertise; venture investing (Sequoia GP); prior founder/operator experience .
- Advanced quantitative education (Caltech PhD; Caltech MS; Stanford MS; USC BA) .
- Governance: Member, Nominating & ESG Committee with remit over governance guidelines, ESG oversight, board evaluations, and succession planning contributions .
Equity Ownership
| As-Of Date | Beneficial Ownership (Class A) | % of Class A | Source |
|---|---|---|---|
| June 3, 2025 | 14,213 shares | <1% |
Vested vs. unvested (director equity):
- As of 12/31/2024, Maguire held 8,216 unvested RSUs that vested on 6/5/2025 .
- Company policy prohibits hedging and pledging by directors (limited exceptions may be granted), supporting alignment with shareholders .
Recent Form 4 activity (shows alignment trend; reverse split 1-for-15 effective Nov 20, 2024 explains pre/post share counts):
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source (SEC) |
|---|---|---|---|---|---|
| 2025-07-03 | Award (RSU) | 61,576 | 0.00 | 75,789 | https://www.sec.gov/Archives/edgar/data/1758057/000095017025094680/0000950170-25-094680-index.htm |
| 2024-06-05 | Award (RSU) | 123,254 | 0.00 | 213,195 | https://www.sec.gov/Archives/edgar/data/1758057/000095017024070944/0000950170-24-070944-index.htm |
| 2023-09-29 | Award | 10,446 | 5.265 | 89,941 | https://www.sec.gov/Archives/edgar/data/1758057/000120919123050905/0001209191-23-050905-index.htm |
| 2023-06-07 | Award (RSU) | 31,855 | 0.00 | 79,495 | https://www.sec.gov/Archives/edgar/data/1758057/000120919123036029/0001209191-23-036029-index.htm |
Notes:
- The June 5, 2024 grant of 8,216 RSUs (post-split) reported in the proxy equates to 123,254 pre-split RSUs on the Form 4 due to the November 20, 2024 1-for-15 reverse split (reverse split reference: plan and equity tables reflect post-split counts ).
Related-Party / Conflicts Review
- Independence: Board affirms Maguire is independent under Nasdaq rules .
- Related-party transactions: The Company’s 2025 proxy discloses related-party items involving certain executives’ family members; no transactions involving Shaun Maguire are disclosed .
- Policies: Related-party transactions require Audit Committee approval; hedging and pledging by directors prohibited (with limited exceptions) .
Governance Assessment
-
Strengths
- Independent director with deep technology/cybersecurity and venture expertise; member of the Nominating & ESG Committee overseeing governance and succession processes .
- Clear director pay structure with modest cash retainer and equity largely time-based; annual $200k RSUs; no per-meeting fees; ability to convert cash to RSUs; awards subject to clawback under the plan; no tax gross-ups; no option repricing without shareholder approval .
- Company prohibits director hedging/pledging, reinforcing alignment .
- Board-level attendance threshold met (≥75% for all directors in 2024); all directors attended last annual meeting .
-
Watch items / potential red flags (board-level context)
- Controlled-company status due to founder voting control; the Company states it does not currently rely on Nasdaq controlled-company exemptions, but retains the right to do so, which could reduce certain governance safeguards if exercised .
- Board formed special committees (investigation and special transactions) with two new directors in Nov 2025, signaling elevated oversight needs; not specific to Maguire but relevant to overall governance environment .
-
Alignment signals
- Ongoing receipt/vesting of director RSUs and recent post-annual-meeting RSU award (July 2025) increased personal stake; beneficial ownership <1% of Class A as of June 3, 2025, consistent with other non-employee directors (see Form 4 sources listed above).
Director Compensation (Detail)
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) | Outstanding Unvested RSUs at YE |
|---|---|---|---|---|
| 2024 | 55,000 | 192,245 | 247,245 | 8,216 (vested 6/5/2025) |
| Sources: . |
Other Notes
- Committee meeting volumes (context): Audit 12x; Compensation & HCM 7x; Nominating & ESG 3x during 2024 .
- Board/committee self-evaluations conducted; Nominating & ESG oversaw process in 2025 for 2024 performance .
Overall: No disclosed related-party exposures involving Maguire; independence affirmed; active on governance/ESG committee; compensation mix is standard and reasonably aligned (cash retainer plus time-based RSUs). Controlled-company status remains a structural governance consideration at the board level .