Thomas Ellis
LIGHTPATH TECHNOLOGIESAbout Thomas Ellis
Thomas B. Ellis (age 56) is an independent Class II director of LightPath Technologies, appointed effective February 18, 2025, in connection with the G5 Infrared acquisition financing; he was nominated by a security holder and is affirmed independent under Nasdaq standards . Ellis is Co‑Managing Member at North Run, a public securities investment firm, and previously held roles at Berkshire Partners, MHR Fund Management, and Goldman Sachs; he holds an A.B. from Princeton and a J.D. from Harvard Law School . He currently serves on the boards of LENSAR, Inc. (since May 2023) and Guerrilla RF, Inc. (since August 2024) . Notably, Ellis (through North Run affiliated funds) is a significant beneficial owner of LPTH with 12,837,694 shares (22.0% combined voting power) via Series G Preferred and related securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Run | Co‑Managing Member | Dec 2002–present | Investment oversight; major LPTH shareholder representation |
| Berkshire Partners, LLC | Principal | Not disclosed | Private equity investing |
| MHR Fund Management | Analyst | Not disclosed | Hedge/distressed investing |
| Goldman, Sachs & Co. | Investment Banking Associate | Not disclosed | Corporate finance |
External Roles
| Organization | Role | Tenure Start | Committees/Impact |
|---|---|---|---|
| LENSAR, Inc. | Director | May 2023 | Not disclosed |
| Guerrilla RF, Inc. | Director | Aug 2024 | Not disclosed |
Board Governance
- Committee assignments: Ellis was not listed as a member of the Audit, Compensation, Finance, or Nominating & Corporate Governance Committees for FY2025; those committees were composed of Peck/Menaker/Crider (Audit), Faris/Peck/Creviston (Compensation), Creviston/Menaker/Faris (Finance), and Faris/Creviston/Peck (Nominating). Chairs: Peck (Audit), Faris (Compensation, Nominating), Creviston (Finance) .
- Independence: Board affirmed Ellis as “independent” under Nasdaq listing standards as of FY2025 .
- Attendance: The Board held 12 meetings in FY2025; directors who served the full year attended at least 75% of Board and relevant committee meetings. Ellis was appointed mid‑year; an individual attendance rate was not disclosed for him .
- Leadership: LPTH separates Chair (M. Scott Faris) and CEO (Shmuel Rubin), with Faris as independent Chair, which the Board views as enhancing oversight effectiveness .
- Nomination rights: Under the February 2025 Purchase Agreement tied to the G5 Infrared acquisition financing, LPTH increased Board size to eight and granted North Run continuing director designation rights; Ellis was appointed at closing and North Run nominated independent director Mark Caylor .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Monthly cash retainer | $3,000/month | Standard director retainer |
| Board fees (pro‑rated) | $13,500 | Pro‑rated from Feb 18, 2025 appointment |
| Committee chair fees | $0 | No chair role |
| Total cash | $13,500 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value per Share | Total Grant Fair Value | Vesting | Performance Metric |
|---|---|---|---|---|---|---|
| RSU | 06/16/2025 | 6,968 | $3.10 | $21,600 | Vests 11/20/2025 (one‑year) | None (time‑based only; director RSUs vest on service) |
- Equity award timing policy: LPTH avoids option‑like awards near material disclosures; RSU grants follow established governance practices .
- Plan mechanics: Director RSUs are eligible under the 2018 SICP; unvested director RSUs vest upon termination from the Board, and some directors defer receipt of vested shares (Ellis not listed among those deferring) .
Other Directorships & Interlocks
- Public company boards: LENSAR, Inc.; Guerrilla RF, Inc. .
- Shareholder interlock: Ellis is a member of North Run entities that collectively beneficially own 12,837,693 LPTH shares (22.0% combined voting power), with continuing director designation rights under the Purchase Agreement; North Run also nominated Mark Caylor to the LPTH Board .
Expertise & Qualifications
- Education: A.B., Princeton University; J.D., Harvard Law School .
- Domain expertise: Public markets investing, private equity, distressed/hedge strategies, investment banking; expected to contribute to strategy and capital allocation .
Equity Ownership
| Holder | Restricted Shares | Common Shares | Options | Series G Preferred (as‑converted votes) | Beneficially Owned Shares | % Beneficial Ownership | Combined Voting Power |
|---|---|---|---|---|---|---|---|
| Thomas B. Ellis | 6,968 | 0 | 0 | 9,331,437 | 12,837,694 | 22.0% | 22.0% |
- Insider trading and pledging: LPTH policy prohibits hedging/derivative transactions and pledging of company securities by directors and employees .
- Section 16 compliance: Ellis filed one delinquent Form 4 in FY2025 per the company’s disclosure .
Governance Assessment
- Alignment: Ellis’ significant beneficial ownership through North Run (22% voting power) aligns incentives with shareholders on value creation but introduces influence concentration that merits monitoring of related designation rights and potential conflicts .
- Independence and committees: Formally independent and not on core committees in FY2025, which reduces direct involvement in audit/compensation oversight; independence status offsets some conflict concerns but the shareholder‑nominated nature requires continued scrutiny .
- Compensation mix: Pro‑rated cash fees of $13,500 and equity RSU grant fair value of $21,600 indicate a heavier equity component, supporting ownership alignment for a new appointee .
- RED FLAGS:
- Large shareholder designation rights and Ellis’ affiliation (board expansion tied to financing) could impact board independence dynamics over time .
- One delinquent Form 4 (administrative) noted in FY2025; not material but worth tracking for compliance rigor .
- Safeguards: No hedging/pledging allowed; clear separation of Chair and CEO; committee charters and compensation clawback policy for executives enhance governance posture (though clawback applies to executive incentive pay) .
Additional shareholder context: 2024 say‑on‑pay was approved on a non‑binding basis (For 19,221,324; Against 1,545,049; Abstain 133,783), reflecting general support for compensation programs at that time .