Darcie Peck
LIGHTPATH TECHNOLOGIESAbout Darcie Peck
Darcie Peck (age 67) has served as an independent director of LightPath Technologies since November 2019 (consultant to the Board beginning April 2019). She previously held senior finance and FP&A roles at IMS Health (now IQVIA) and IBM’s Software Group, and advises private companies on cash and capital planning; she holds a BA in Biology from the University of Rochester and an MBA from NYU Stern . The Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IMS Health (IQVIA) | VP Finance, Global Services | May 2013 – Feb 2016 | Led finance for global services; prior VP FP&A and VP Finance & IR (2002–2013) |
| IBM Software Group | VP Finance | Mar 2001 – May 2002 | Finance leadership in software division |
| IBM (various) | Finance roles incl. CFO/GM of acquired cos. | 1982 – 2001 | Progressive leadership in finance/operations |
| Start-up consultancy | Managing Partner | Jun 2017 – Feb 2019 | Employee engagement consultancy |
| Private company advisory | Advisor | Current | Cash/capital planning advisory |
External Roles
No public company directorships or external board roles were disclosed for Ms. Peck in the latest proxy .
Board Governance
- Independence: Independent director; not a company employee .
- Attendance: The Board met 12 times in FY2025; each director serving the full year attended at least 75% of Board and relevant committee meetings .
- Board leadership: Chair and CEO roles separated (Chair: M. Scott Faris) .
| Committee | Membership | Chair Role | FY2025 Meetings / Notes |
|---|---|---|---|
| Audit | Member; Chair | Chair | Comprised entirely of independent directors; all members are “audit committee financial experts” |
| Compensation | Member | — | 3 meetings; oversees exec and director pay; uses consultants periodically |
| Nominating & Corporate Governance | Member | — | 1 meeting; director nominations and governance policies |
| Finance | Not listed as member | — | Oversees capital structure and financial management |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $36,000 | $3,000/month; no standard meeting fees |
| Committee chair fee | $8,000 | Audit Committee Chair |
| Total cash fees FY2025 | $44,000 | Includes earned and unpaid; $11,000 unpaid at 6/30/2025 |
| Equity retainer (RSUs) | $60,000 | Annual director RSU award; time-based vesting |
Total FY2025 director compensation for Ms. Peck: $104,000 (cash $44,000; stock awards $60,000) .
Performance Compensation
- Structure: Director equity is time-based RSUs; the company states director RSUs now vest over one year (policy change from three years beginning with Nov 2021 grants). Many directors elect to defer receipt of vested shares until they leave the Board; Ms. Peck has elected deferral .
- Grant timing policy: Company does not grant option-like awards within four business days before or one business day after release of material nonpublic information in 10-Q/10-K/8-K filings .
| Equity Award | Grant Date | Shares/Units | Fair Value per Share | Vesting Schedule |
|---|---|---|---|---|
| RSU | 11/12/2020 | 22,222 | — | 1/3 annually over 3 years |
| RSU | 11/17/2022 | 50,847 | — | Vests on first anniversary of grant |
| RSU | 1/31/2025 | 43,796 | — | Vests on first anniversary of grant |
| RSU (annual FY2025) | 6/16/2025 | 19,355 | $3.10 | Vests on 11/20/2025 |
Note: Directors’ RSUs are granted at greater of closing bid price or book value; FY2025 director awards used $3.10 closing bid price .
Other Directorships & Interlocks
- None disclosed for Ms. Peck. Interlocks present on the Board relate to North Run designees (Thomas Ellis; Mark Caylor nominated) following February 2025 financing, but no connection is reported for Ms. Peck .
Expertise & Qualifications
- Financial leadership, FP&A, investor relations, international business, and high-tech manufacturing process knowledge .
- Audit Committee financial expert designation (as determined by the Board) .
- Education: BA Biology (University of Rochester); MBA (NYU Stern) .
Equity Ownership
| Holder | Restricted (RSUs incl. vested/unvested) | Common | Options | Total Beneficially Owned | % of Class A Common | Notes |
|---|---|---|---|---|---|---|
| Darcie Peck | 63,151 | 159,655 | — | 222,806 | <1% | Includes 22,500 shares held by her husband |
Additional ownership details:
- Vested and unissued shares (deferred) for Ms. Peck: 43,796 as of 10/24/2025 .
- Hedging and pledging of company stock are prohibited for directors; margin accounts and pledges disallowed, supporting alignment .
Governance Assessment
- Strengths: Independent status; chairs the Audit Committee with “financial expert” designation; strong finance background; attendance at least 75%; separation of Chair/CEO; prohibition on hedging/pledging; and equity deferral indicating long-term alignment .
- Compensation: Balanced mix of modest cash retainer and one-year vesting RSUs at $60,000; compensation levels remained consistent YoY, reducing pay inflation risk .
- Conflicts/Related parties: No related-party transactions disclosed for Ms. Peck; company-level related party disclosures involve the CEO’s family via a sales representative agreement (not tied to Ms. Peck) .
- Shareholder signals: Most recent say-on-pay approved; Compensation Committee uses consultants and clawback policy in place, supporting pay governance (executive program context) .
- RED FLAGS: None specific to Ms. Peck observed—no Section 16 reporting delinquencies cited for her; company noted delinquencies for other individuals (CEO, CFO, Ellis/North Run) . Monitor North Run’s governance rights and Board composition changes for potential influence, though no direct conflict disclosed for Ms. Peck .
Insider Filings and Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (FY2025) | In compliance | No delinquent Form 4 filings reported for Ms. Peck; delinquencies noted for Rubin, Miranda, Ellis, and North Run |
Director Compensation Program Details
| Policy/Guideline | Description |
|---|---|
| Cash retainer | $3,000/month; no standard meeting fees |
| Committee chair fees | Additional fees paid (Peck: $8,000 as Audit Chair) |
| Annual equity | RSUs equal to $60,000, vesting one year; some directors elect deferral (Peck has deferred) |
| Grant pricing | Greater of closing bid price or book value per share; FY2025 grants at $3.10 |
| Award timing safeguards | No grants of option-like awards within specified windows around MNPI releases |
Overall, Ms. Peck’s governance profile supports investor confidence due to independence, audit leadership, attendance, and alignment through equity deferral and anti-hedging policies; no personal conflicts are disclosed .