Shmuel Rubin
LIGHTPATH TECHNOLOGIESAbout Shmuel Rubin
- President & CEO and Director of LightPath Technologies since March 9, 2020; age 51; also CEO/director of multiple LPTH subsidiaries (LPOI, LPOIZ, ISP Optics, ISP Latvia). Prior roles include General Manager at Thorlabs (led Imaging Systems Division, China expansion, life sciences entry) and co‑founder of Xlight Photonics. Holds a BS in Electronic Engineering; biography lists degree but the institution name is truncated in filing .
- Governance: CEO is not independent under Nasdaq rules; Board separates Chair (M. Scott Faris) and CEO roles; independent Chair leads oversight; Board held 12 meetings in FY25 and all full‑year directors attended at least 75% of meetings .
- Pay-for-performance context: 2021 multi‑year performance award earned zero; annual program includes STI and LTI with a relative TSR component vs Russell MicroCap; 2024/2023 pay mix skewed to salary plus time‑based RSUs; no option grants in 2023–2024 .
- Business performance (last 3 fiscal years):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues (USD) | $32,933,949 | $31,726,192 | $37,202,630 |
| EBITDA (USD) | -$458,345* | -$2,955,671* | -$4,913,862* |
Values retrieved from S&P Global.
Notes: 2021 multi‑year plan scored zero points . Revenues grew FY24→FY25; EBITDA losses increased, indicating continued investment/operating pressure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Thorlabs | General Manager, led Imaging Systems Division; global life sciences | Not disclosed | Drove China market entry and growth; led new product lines, acquisitions, and new market expansion |
| Xlight Photonics | Co‑founder | Not disclosed | Started optical communications startup later sold to a telecom PE firm |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LightPath Optical Instrumentation (Shanghai) Co., Ltd. (LPOI) | CEO & Director | Current | Wholly owned subsidiary (PRC) |
| LightPath Optical Instrumentation (Zhenjiang) Co., Ltd. (LPOIZ) | CEO & Director | Current | Wholly owned subsidiary (PRC) |
| ISP Optics Corporation | CEO & Director | Current | Wholly owned subsidiary (Orlando, FL) |
| ISP Optics Latvia SIA | CEO & Director | Current | Wholly owned subsidiary (Riga, Latvia) |
Fixed Compensation
- Current/base salary in employment agreements: $390,000 (as of FY24 10-K) and subsequently $405,500 (as of FY26 proxy), at‑will employment .
- 2024/2023 Summary Compensation:
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 378,092 | 82,490 | — | 17,460 | — (de minimis items aggregated) | 478,042 |
| 2023 | 360,500 | 171,765 | — | 21,457 | — (de minimis items aggregated) | 553,722 |
| Notes: No option awards granted in FY2024 or FY2023 . |
Performance Compensation
- Program structure: Short‑Term Incentive (STI) with annual financial goals; Long‑Term Incentive (LTI) comprised of retention RSUs and a Relative TSR award vs the Russell MicroCap Index; a 2021 multi‑year plan earned zero .
- Recent bonus outcomes (cash): $17,460 (FY2024), $21,457 (FY2023) .
- Special discretionary item: FY2025 special bonus tied to completion of the G5 Infrared acquisition (paid Oct 2025); amount not disclosed .
| Metric/Award | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| STI (annual financial goals) | Not disclosed | Not disclosed | Not disclosed | $17,460 (FY24); $21,457 (FY23) | Annual cash incentive |
| LTI – Retention RSUs | N/A (time-based) | N/A | Service condition | N/A | 1/3 per year over three years for 2021, 2022, 2024, 2025 grants |
| LTI – Relative TSR RSU (vs Russell MicroCap) | Not disclosed | Relative TSR vs index | Not disclosed | Not disclosed | Part of annual LTI; program described for FY2023 |
| 2021 Multi‑Year Award | Performance-based | Multi‑year targets FY21–FY23 | 0 points | 0 | Earned no payout |
Equity Ownership & Alignment
- Executive stock ownership guideline: CEO 5x base salary; Mr. Rubin did not meet target by his Feb 24, 2025 deadline. Board may grant waivers; options counted on intrinsic value basis; hedging and pledging prohibited by policy .
- Beneficial ownership (as of Oct 21, 2025):
| Holder | Common (unrestricted) | Restricted | Options (exercisable within 60 days) | Total Beneficial | % of Class |
|---|---|---|---|---|---|
| Shmuel Rubin | 227,722 | 138,938 | 225,000 | 591,660 | 1.3% |
- Ownership guideline status: NEOs were below targets at FY2024; Mr. Rubin missed his compliance deadline (Feb 24, 2025) .
- Hedging/pledging: Prohibited; also prohibits holding in margin accounts .
Equity Grants, Vesting Schedules, and Overhang
- Stock options: 225,000 options granted 2/24/2020 at $1.58 exercise price; 10‑year term; vesting 50k per year for first 3 years then 75k in year 4; fully vested by June 30, 2025 (expiration 2/24/2030) .
- RSUs/RSAs detail (compensation expense schedules disclosed):
| Grant Type | Grant Date | Shares | Vesting |
|---|---|---|---|
| RSU | 2/24/2020 | 100,000 | 50% on 3rd anniversary; 50% on 4th; fully vested by FY2025 |
| RSU | 11/11/2021 | 42,416 | 1/3 annually over 3 years; completed by FY2025 |
| RSU | 11/17/2022 | 67,219 | 1/3 annually over 3 years; continues through FY2026 |
| RSA | 1/2/2023 | 12,118 | 25% immediate; remaining 25% each of next three quarters; fully vested FY2024 |
| RSU (Retention) | 1/31/2024 | 118,108 | 1/3 annually over 3 years; FY2025–FY2027 |
| RSU (Retention) | 3/7/2025 | 37,793 | Three equal annual tranches beginning Nov 20, 2025 (per filing schedule) |
- Outstanding equity at FY2025 year‑end (select line items):
| Category | Amount | Notes |
|---|---|---|
| Options exercisable | 225,000 | Exercise price $1.58; 10‑year term; fully vested by FY2025 |
| Unvested RSUs | 22,406 (2022 grant), 78,739 (2024 grant), 37,793 (2025 grant) | Each on 3‑year, 1/3 per year schedule |
- Upcoming potential selling pressure: Three‑year vesting from 2024 and 2025 grants creates annual vest events beginning FY2025; option position is fully vested, increasing flexibility to exercise/sell. Hedging/pledging is prohibited, which moderates alignment risk .
Employment Terms
| Term | Detail |
|---|---|
| Role start date | March 9, 2020 (appointment effective) |
| Employment status | At‑will; no fixed term |
| Base salary | $390,000 (FY2024 10-K); $405,500 (FY2026 proxy) |
| Bonus plan | Eligible under SICP; “level one” participant |
| Equity on hire | One‑time 100,000 RSA; 50% vest at 3rd anniversary, 50% at 4th |
| Relocation | Up to $50,000 plus $15,000 gross‑up; reimbursement period ended Aug 1, 2020 |
| Severance/CIC | No payments upon termination or change‑of‑control |
| Options (agreement) | 225,000 options; exercise price ≥$1.37 or 115% of close; 10‑year term |
| Clawback / Non‑compete / Non‑solicit | Not specifically disclosed in cited sections |
Board Service, Committees, and Governance
- Board service history: Director since March 2020 (Class III). Not independent; Board separates Chair/CEO; current non‑executive Chair is M. Scott Faris .
- Committee roles: Committee membership table as of June 30, 2025 shows Rubin has no committee assignments; Chairs: Audit – Peck; Compensation – Faris; Finance – Creviston; Nominating & Governance – Faris .
- Attendance: Board held 12 meetings in FY2025; all full‑year directors attended ≥75% of Board and relevant committee meetings .
- Director compensation: Director RSUs detailed for non‑employee directors; director compensation for FY2024 incorporated by reference in prior filings (Rubin, as an employee director, is compensated under executive program) .
Performance & Track Record
- M&A execution: Closed acquisition of G5 Infrared, LLC on Feb 18, 2025; Board expanded under purchase agreement; special CEO bonus awarded upon completion (paid Oct 2025) .
- Incentive outcomes: 2021 multi‑year performance plan earned zero; indicates stretch targets or underperformance on those metrics .
- Say‑on‑pay: Stockholders approved NEO compensation on an advisory basis at the FY2025 annual meeting (frequency set to annual) .
Compensation Structure Analysis
- Mix shift: 2023–2025 equity awards primarily time‑based RSUs and RSAs; no new option grants in 2023–2024 (reduced leverage/risk vs options) .
- Discretionary elements: Special bonus linked to M&A completion in FY2025 introduces discretion and deal‑completion incentives .
- Performance rigor: Multi‑year plan (FY21–FY23) paid zero, suggesting meaningful hurdle; ongoing TSR component ties a portion of LTI to market performance .
- Ownership alignment: CEO missed the five‑times‑salary ownership guideline by his deadline; policy prohibits hedging/pledging, which supports alignment but the miss is a governance flag to monitor .
Equity Ownership Details
| Item | Detail |
|---|---|
| Total beneficial ownership | 591,660 shares (1.3% of Class A) as of Oct 21, 2025 |
| Breakdown | 227,722 common; 138,938 restricted; 225,000 options (exercisable within 60 days) |
| Pledging | Prohibited under policy |
| Ownership guideline | 5x salary required; not met by deadline (Feb 24, 2025) |
Director Independence and Dual‑Role Implications
- Rubin is CEO and a director, not independent; however, LPTH separates Chair and CEO, which mitigates concentration of power. Independent Chair leads Compensation and Nominating committees (chairs shown below), providing checks on CEO influence .
- Committee chairs as of June 30, 2025: Audit – Darcie Peck; Compensation – M. Scott Faris; Finance – S. Eric Creviston; Nominating & Corporate Governance – M. Scott Faris .
Investment Implications
- Alignment and retention: Absence of severance/CIC protection and missed ownership guideline by deadline elevate retention and alignment risk versus peers that offer market‑standard protections and enforce ownership compliance; however, hedging/pledging prohibitions are shareholder‑friendly .
- Incentive efficacy: Zero payout on the 2021 multi‑year plan implies high hurdles or underperformance; recent LTI relies heavily on time‑based RSUs, dampening direct linkage to operating performance; TSR component provides some alignment but weightings are undisclosed .
- Near‑term supply/pressure: Material RSU tranches vest over FY2025–FY2027 (incl. 2024 and 2025 grants); options are fully vested, creating flexibility for exercises and potential sales around windows; monitor upcoming vest dates for selling pressure indicators .
- Execution track record: Strategic M&A (G5 Infrared) completed in FY2025 with a special bonus; revenue re‑accelerated in FY2025, but EBITDA losses widened; watch post‑deal integration, margin path, and any performance‑conditioned equity utilization in future grants .
S&P Global disclaimer: Asterisks in the financials table denote values retrieved from S&P Global.