M. Scott Faris
LIGHTPATH TECHNOLOGIESAbout M. Scott Faris
M. Scott Faris, age 60, has served on LightPath’s board since December 2011 and was appointed non‑executive Chair effective December 20, 2022. He is an experienced technology entrepreneur and operator across optics, quantum, automotive lidar, and venture investing; he holds a B.S. in Management Information Systems from Penn State (1988). The board determined he is independent under Nasdaq standards; LightPath separates Chair and CEO roles, with Faris as independent Chair and Shmuel Rubin as CEO, which the board believes enhances oversight effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infleqtion (formerly ColdQuanta, Inc.) | Chief Executive Officer | Oct 2021 – Apr 2024 | Led quantum technology company; executive leadership experience |
| Luminar Technologies, Inc. | Chief Business Officer | Since Sep 2016 | Autonomous vehicle lidar; commercialization, partnerships |
| Aerosonix, Inc. (formerly MicroVapor Devices, LLC) | Founder; Chief Executive Officer; Chairman of the Board | Founded Jun 2013; CEO until Aug 2016; Chairman since Jun 2013 | Advanced medical devices; board leadership |
| Astralis Group | Founder; Chief Executive Officer | Since 2004 | Strategy advisor to start-ups |
| Planar Energy | Founder; Chief Executive Officer | Aug 2007 – Jun 2013 | Solid‑state battery technology; DOE NREL spin‑out |
| Corporate IP Ventures (MetaTech Ventures) | Partner | Oct 2004 – Jun 2007 | Early‑stage defense tech fund |
| Waveguide Solutions | Chairman & Chief Executive Officer | Prior to 2004 (dates not specified) | Planar optical circuits; leadership in optics |
| Ocean Optics, Inc. | Director & Chief Operating Officer | Prior to 2004 (dates not specified) | Precision optical components; operational leadership |
| Enterprise Corporation | Founder & Chief Executive Officer | Prior roles (dates not specified) | Technology accelerator |
| Florida Seed Capital Fund & Center for Microelectronics Research | Director | Prior roles (dates not specified) | Early-stage investing and commercialization |
| Metro Orlando EDC | Chairman | Prior roles (dates not specified) | Regional economic development leadership |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Eqlipse Quantum | Founder | Apr 2024 – present | Commercialization accelerator for dual‑use quantum companies in defense/intelligence |
Board Governance
- Board and committee structure: Faris chairs the Compensation Committee and the Nominating & Corporate Governance Committee; he serves on the Finance Committee (which was chaired by S. Eric Creviston). In FY2025, Compensation met 3 times; Nominating met once; Finance met once; Audit met 6 times (Faris is not listed as a member) .
- Independence and leadership: The board affirmed Faris as independent; the independent Chair/CEO split is intended to enhance oversight .
- Attendance and engagement: The board held 12 meetings in FY2025; each full‑year director attended at least 75% of board and committee meetings; all directors attended the 2025 annual meeting .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Monthly retainer | $3,000 per month | Standard director cash retainer; no meeting fees absent special projects |
| Chair of the Board fee | $15,000 (annual) | Additional responsibility fee |
| Committee chair fee | $4,000 (annual) | Reflects chairing Nominating & Corporate Governance (committee chair fees were pro‑rated where applicable) |
| Total cash fees (FY2025) | $55,000 | Includes unpaid fees at FY2025 end: $13,750 |
| Stock awards (FY2025) | $60,000 | Annual director RSU grant, fair value under ASC 718 |
| Total director compensation (FY2025) | $115,000 | Cash + equity |
Performance Compensation
| Grant Date | Award Type | Shares Granted | Fair Value per Share | Vesting Schedule |
|---|---|---|---|---|
| 11/12/2020 | RSU | 22,222 | — | One‑third on each of the first, second, third anniversaries |
| 11/17/2022 | RSU | 50,847 | — | Vests on first anniversary of grant |
| 1/31/2024 | RSU | 43,796 | — | Vests on first anniversary of grant |
| 6/16/2025 | RSU | 19,355 | $3.10 | Vests on November 20, 2025 |
- Director equity awards are time‑based RSUs; no performance metrics (e.g., revenue, EBITDA, TSR hurdles) are specified for director grants. The company’s pay‑versus‑performance and STI/LTI metric frameworks apply to executive officers, not directors .
Other Directorships & Interlocks
- No other public company directorships for Faris are disclosed in the proxy biography; roles listed are operating and private company leadership positions .
- Board composition changes tied to financing: North Run obtained designation rights with appointments of Thomas Ellis and independent designee Mark Caylor at the G5 Infrared acquisition closing (increasing board size to eight). These investor‑linked appointments do not involve Faris but are relevant to board dynamics and potential interlocks with financing parties .
Expertise & Qualifications
- Deep optics and opto‑electronics commercialization expertise; prior senior roles at Ocean Optics, Waveguide Solutions, and multiple optics/quantum ventures .
- Venture financing and strategy experience via Astralis Group and Corporate IP Ventures; cross‑industry operating background including lidar, quantum, medical devices, and energy storage .
- Formal education: B.S. in MIS, Penn State University (1988) .
Equity Ownership
| Metric | Amount |
|---|---|
| Restricted stock units (total) | 464,560 RSUs |
| Vested and unissued RSUs (deferred shares) | 445,205 RSUs (Faris elected deferral until leaving the board) |
| Unvested RSUs (as of Oct 24, 2025) | 19,355 RSUs (June 16, 2025 grant) |
| Common stock (directly owned) | 3,940 shares |
| Stock options | None |
| Total beneficially owned (Class A) | 468,500 shares |
| % of Class A outstanding | 1.0% |
| Combined voting power | 1.0% (Class A + as‑converted Series G) |
- Hedging/pledging: Company policy prohibits directors from hedging, short‑selling, and pledging LightPath securities or holding them in margin accounts, mitigating alignment risks such as collateralized share pledges .
Governance Assessment
- Independence and board leadership: Faris serves as independent, non‑executive Chair with clear separation from management; board explicitly supports this structure to enhance oversight and investor confidence .
- Committee leadership and workload: Concentrates influence by chairing both Compensation and Nominating & Governance, while also serving on Finance; however, all committees are composed of independent directors, and Audit is chaired by another independent director, providing checks and balances .
- Attendance and engagement: Board met 12 times; all full‑year directors met the 75% attendance threshold and attended the annual meeting, indicating active engagement .
- Director pay mix and stability: FY2025 compensation kept consistent with FY2024; mix balances cash retainers and annual RSUs, with director equity grants vesting time‑based over one year (recent practice) and deferral elections increasing long‑term alignment .
- Equity pool expansion: Stockholders approved adding 4,000,000 shares to the 2018 SICP (June 2025), increasing capacity for future equity awards; investors should monitor dilution and grant discipline by the Compensation Committee chaired by Faris .
- Conflicts and related‑party exposure: Proxy discloses a related‑party sales rep agreement involving the CEO and Rosh Electroptics; no related‑party transactions involving Faris are disclosed; transactions are reviewed by the Audit Committee for conflicts .
- Risk controls: Formal clawback policy for executives, strict insider trading/hedging controls, and director independence determinations support governance quality under Faris’s chair role .
Say‑on‑Pay & Shareholder Feedback
- 2024 Annual Meeting (Nov 20, 2024): Say‑on‑pay approved on an advisory basis with votes For 19,221,324; Against 1,545,049; Abstain 133,783; Broker non‑votes 6,809,993 .
- 2025 Special Meeting (Jun 16, 2025): Shareholders approved issuance related to Series G Preferred and warrants; approved 2018 SICP share increase (+4,000,000); and adopted the 2025 ESPP .
RED FLAGS
- None specific to Faris disclosed: no Section 16 filing delinquencies for Faris; no related‑party transactions tied to Faris; hedging/pledging prohibited under company policy .
- Monitoring items: Post‑financing board designation rights for North Run (not Faris) and expanded equity plan capacity warrant ongoing scrutiny of independence dynamics and dilution risk by the Compensation Committee chaired by Faris .
Overall signal: Independent Chair with strong optics/commercialization background; chairs key governance and compensation oversight; active engagement with time‑based equity and deferral enhancing alignment; few evident conflicts in disclosures.