Mark Caylor
LIGHTPATH TECHNOLOGIESAbout Mark Caylor
Independent director of LightPath Technologies appointed October 9, 2025; age 61. Former Corporate VP and President of Northrop Grumman Mission Systems (2018–July 2024), with prior roles as President, Enterprise Services & Chief Strategy Officer and Corporate VP & Treasurer; engineering degrees from MIT and Caltech, MBA from UCLA Anderson. Board independence was affirmatively determined under Nasdaq standards; he was nominated as the independent designee of major investor North Run pursuant to a February 2025 securities purchase agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman Mission Systems | Corporate VP & President | Jan 2018–Jul 2024 | Led development/production of mission‑critical systems for defense/intelligence customers |
| Northrop Grumman (Corporate) | President, Enterprise Services & Chief Strategy Officer | Not disclosed (prior to Mission Systems) | Led shared services, corporate strategy, and M&A |
| Northrop Grumman (Corporate) | Corporate VP & Treasurer | Not disclosed (prior to Mission Systems) | Managed liquidity, insurance, capital structure |
| Hughes Aircraft / Boeing | Engineering & business development | Began 1988 (early career) | Commercial business development; spacecraft/orbital systems; joined Northrop in 2002 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No other public company board roles disclosed in LPTH filings or the appointment press release |
Board Governance
- Appointment/Independence: Appointed October 9, 2025 as a Class I director; Board determined he is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: As of June 30, 2025, committee chairs were Audit (Peck), Compensation (Faris), Finance (Creviston), Nominating (Faris); Caylor’s committee assignments were not disclosed in the 2025 proxy snapshot .
- Attendance: The Board held 12 meetings in FY2025; all directors serving the full year attended at least 75% of Board and committee meetings. Caylor joined after FY2025 year‑end; no attendance record yet disclosed .
- Leadership structure and risk oversight: Board chair separate from CEO (Chair: M. Scott Faris); Audit and Finance Committees oversee key operational/financial risks; Compensation Committee oversees compensation‑related risks .
Fixed Compensation
| Component | Program Terms | Amount / Details |
|---|---|---|
| Monthly Board retainer (cash) | Standard non‑employee director program | $3,000 per month |
| Board Chair fee (cash) | Incremental cash for Board Chair | $15,000 per year (example FY2025) |
| Committee Chair fees (cash) | Incremental cash for chairing committees | Audit: $8,000; Compensation: $4,000; Finance: $4,000 (FY2025 examples) |
| Meeting fees | Generally none | No meeting fees unless special projects approved by Board |
| Eligibility | New independent directors | Caylor entitled to standard non‑employee director compensation |
Performance Compensation
| Equity Type | Annual Grant Size | Grant Date | Fair Value per Share | Vesting |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) – Directors | $60,000 equivalent | Jun 16, 2025 (typical FY2025 grants) | $3.10 | Vests in one year for directors; policy since Nov 2021 |
| Notes on RSU program | Directors may elect to defer receipt of vested shares until departure; unvested RSUs vest upon termination from Board | — | — | Deferral policy applies to most directors (exceptions noted) |
No performance metrics (e.g., TSR/EBITDA) are disclosed for director equity; those apply to executive LTI programs, not directors .
Other Directorships & Interlocks
- Investor nomination rights: North Run secured rights to designate one director plus an independent director (Caylor) as part of the February 2025 financing; Thomas Ellis (North Run affiliate) also appointed. North Run’s influence and beneficial ownership are significant (see Ownership) .
- Related‑party transactions: Company states it is not aware of any transactions ≥$120,000 in which Caylor had a direct or indirect material interest since July 1, 2024 .
Expertise & Qualifications
- Education: BS Aeronautical & Astronautical Engineering (MIT); MS Aeronautics & Astronautics (Caltech); MBA (UCLA Anderson) .
- Technical/industry: Deep aerospace/defense systems leadership, complex hardware/software, risk and capital structure management; brings defense‑prime perspective aligned with LightPath’s growth in infrared imaging systems for allied militaries .
Equity Ownership
| Holder | Class A Common Stock (Restricted) | Class A Common Stock (Common) | Stock Options | Number of Shares Beneficially Owned | % Beneficially Owned | Series G Preferred – Shares | Series G Preferred – % | Combined Voting Power |
|---|---|---|---|---|---|---|---|---|
| Mark Caylor | — | — | — | — | — | — | — | — |
Policies enhancing alignment and risk control:
- Hedging/pledging prohibited; no margin accounts or derivatives; directors restricted accordingly .
- Section 16 filings: FY2025 delinquency listing does not cite Caylor; others noted (Rubin, Miranda, Ellis, North Run) .
Governance Assessment
- Positive signals: Independence affirmed; extensive defense systems leadership strengthens board oversight of strategy and mission‑critical execution; separation of Chair/CEO supports effective oversight .
- Ownership alignment: No beneficial ownership disclosed for Caylor as of Oct 21, 2025; equity alignment expected via standard RSU grants and deferral policy for directors, but initial “skin in the game” appears limited .
- Investor influence risk: Appointment pursuant to North Run nomination rights; North Run holds 22.0% of Class A (as‑converted) and significant preferred ownership, implying potential influence over board composition and decisions. Monitor for conflicts between minority/long‑term holders and North Run objectives .
- Related‑party/transactions: Company reports no material transactions involving Caylor; independence under Nasdaq confirmed, mitigating conflict concerns .
- Committee engagement: As of the proxy snapshot, Caylor’s committee roles were not disclosed; near‑term monitoring should confirm committee placement to assess his contribution to audit/compensation/finance oversight .
RED FLAGS to monitor
- Low disclosed ownership for Caylor (— in proxy table), reducing immediate alignment with outside shareholders; watch forthcoming RSU grants and any open‑market purchases .
- Concentrated investor rights (North Run) impacting board composition; ensure rigorous related‑party oversight and independent committee leadership continues .
No say‑on‑pay anomalies or director pay repricings were disclosed; director compensation levels and equity vesting policies remained consistent year‑over‑year in FY2025 .