Joseph Menaker
LIGHTPATH TECHNOLOGIESAbout Joseph Menaker
Dr. Joseph Menaker, age 68, has served on LightPath’s Board since November 2018 after consulting to the Company (from December 2016) and the Board (from March 2018), bringing over three decades of experience in financial management, international operations, and high‑tech manufacturing . He earned B.S. and M.S. degrees in Economics from Latvian State University and a Ph.D. in Economics from the Leningrad Institute of Finance and Economics in 1985 . His board credentials include audit committee financial literacy and finance oversight, informed by prior leadership roles and ongoing board service in the unmanned systems sector .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ISP; ISP Latvia (LPTH acquired ISP in Dec 2016) | President; Director of ISP Latvia | 1998–2016 | Led international operations and high‑tech manufacturing; strategic experience relevant to LPTH |
| UAV Factory Ltd. (now part of Edge Autonomy) | Co‑founder; CEO | Co‑founded 2009; CEO Jan 2017–Jan 2021 | Built unmanned systems business; operational and manufacturing leadership |
| LightPath Technologies | Consultant to Company; Consultant to Board; Director | Company: Dec 2016–Mar 2018; Board consultant: Mar 2018–Nov 2018; Director since Nov 2018 | Deepened governance and strategic engagement prior to Board appointment |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Edge Autonomy Holdings (UAVF integrated) | Board member | Current | Leading manufacturer of unmanned aerial vehicles; continuity from UAV Factory |
| Alpha Unmanned Systems (Spain) | Board member | Current | Unmanned rotary systems; sector adjacency to LPTH markets |
| Tsal Kaplun Foundation | Board member | Current | Non‑profit governance experience |
Board Governance
| Committee | Members | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit | Darcie Peck; Joseph Menaker; Kim Crider | Darcie Peck | 6 meetings |
| Finance | S. Eric Creviston; Joseph Menaker; M. Scott Faris | S. Eric Creviston | 1 meeting |
| Compensation | M. Scott Faris; Darcie Peck; S. Eric Creviston | M. Scott Faris | 3 meetings |
| Nominating & Corporate Governance | M. Scott Faris; S. Eric Creviston; Darcie Peck | M. Scott Faris | 1 meeting |
- Independence: The Board determined Dr. Menaker is independent under Nasdaq standards .
- Attendance: The Board held 12 meetings in FY2025; each director serving the full year attended at least 75% of Board and committee meetings, and all Board members attended the annual meeting .
- Board leadership: LPTH separates Chair and CEO roles (Chair: M. Scott Faris, an independent director) .
Fixed Compensation
| Item | Amount | Detail |
|---|---|---|
| Annual Board Cash Retainer | $36,000 | $3,000 per month; no routine meeting fees |
| Committee Chair Fees | $0 | Not a chair in FY2025 |
| Total Cash (FY2025) | $36,000 | Per Director Compensation table |
Performance Compensation
| Grant Type | Grant Date | Units | Fair Value/Share | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (Annual Director Award) | 2025‑06‑16 | 19,355 | $3.10 | Vests 2025‑11‑20 | Annual director equity equal to $60,000 |
| RSU | 2024‑01‑31 | 43,796 | — | One‑year vest | Prior director grant (single‑year vest cycle adopted from Nov 2021) |
| RSU | 2022‑11‑17 | 50,847 | — | One‑year vest | Prior director grant |
| RSU | 2020‑11‑12 | 22,222 | — | 1/3 per year over 3 years | Legacy vest schedule pre‑2021 |
- Equity mix: FY2025 director equity grant valued at $60,000 (RSUs), paired with $36,000 cash retainer .
- Policy: Directors generally receive RSUs with one‑year vesting; performance‑related equity granted at the greater of closing bid price or book value .
Other Directorships & Interlocks
| Company | Public/Private | Relationship to LPTH | Potential Interlock/Conflict Indicator |
|---|---|---|---|
| Edge Autonomy Holdings | Private | UAV systems manufacturer; Menaker board member | No related‑party transactions disclosed with this entity in LPTH proxy |
| Alpha Unmanned Systems | Private | UAV rotary systems; Menaker board member | No related‑party transactions disclosed with this entity in LPTH proxy |
| Tsal Kaplun Foundation | Non‑profit | Philanthropy governance | No conflicts disclosed |
No public company directorships are listed in Dr. Menaker’s biography; disclosed boards are private sector and non‑profit roles .
Expertise & Qualifications
- Economics Ph.D. with B.S./M.S. in Economics; strong analytical and financial management background .
- International operations and manufacturing leadership across optics and unmanned systems; relevant to LPTH’s end markets .
- Audit‑adjacent experience: Board deems Audit Committee members (including Menaker) as “audit committee financial experts” per SEC rules .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Restricted Shares (includes unvested RSUs) | 249,093 | Beneficially owned; less than 1% of outstanding |
| Common Shares | 0 | Per beneficial ownership table |
| Options | 0 | No director options reported |
| Total Beneficial Ownership | 249,093 | <1% of Class A Common Stock |
| Vested but Deferred (unissued) RSUs | 229,738 | Director elected deferral until leaving Board |
- Hedging/Pledging: Directors are prohibited from hedging LPTH securities and from holding or pledging LPTH stock in margin accounts, supporting alignment and risk control .
Governance Assessment
- Committee Impact: Dual service on Audit and Finance places Menaker at the core of financial reporting oversight and capital structure/transactional planning, strengthening board effectiveness in key investor‑sensitivity areas .
- Independence and Attendance: Independent status and meeting participation at or above policy thresholds bolster investor confidence in oversight quality .
- Ownership Alignment: Meaningful RSU holdings with deferral elections (large vested but unissued RSUs) indicate long‑term alignment and reduce short‑term trading incentives; hedging/pledging prohibitions further mitigate misalignment risks .
- Compensation Structure: Balanced cash retainer ($36k) and equity ($60k) consistent with small‑cap director norms; FY2026 director pay expected to remain at FY2025 levels, signaling stability and no pay inflation pressure .
- Conflicts/Related Parties: Proxy discloses related‑party dealings tied to the CEO’s family (Rosh Electroptics), but none involving Dr. Menaker; the Audit Committee oversees related‑party reviews without a formal written policy, documented via minutes—adequate but could be strengthened via codified procedures (no Menaker involvement disclosed) .
Red Flags
- None disclosed specific to Dr. Menaker: no Section 16(a) delinquency attributed to him, no hedging/pledging, and no related‑party transactions involving him .