Craig Ciesla
About Craig Ciesla
Independent director (Class II) of Lightwave Logic since January 17, 2022; age 52. Currently serves on the Audit Committee, Compensation Committee, and Nominating & Corporate Governance Committee. Background spans hardware engineering leadership in life sciences and photonics; currently VP, Hardware Engineering at 10x Genomics; previously VP/Head of Advanced Platforms & Devices at Illumina, with prior roles at Intel, JDSU, Bookham (now Lumentum), and Ignis Optics. Holds a BSc (Hons) in Applied Physics and a Ph.D. in Physics from Heriot-Watt University (Scotland). Independent under Nasdaq/Exchange Act rules as of December 2024/February 2025 reviews .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 10x Genomics | Vice President, Hardware Engineering | Current (as of 2025 proxy) | Hardware leadership in life sciences instruments |
| Illumina | VP, Head of Advanced Platforms & Devices | Jun 2017–2024 | Led innovation in sequencing platforms, microfluidics, nanofabrication |
| Kaiam | Vice President of Engineering | Jun 2016–Jun 2017 | 100G transceiver development & production |
| Tactus Technology | Founding CEO | Prior to 2016 | Co-invented polymer morphing screen technology |
| Intel; JDSU (now Lumentum); Bookham (now Oclaro); Ignis Optics; Toshiba Research Europe | Various engineering/leadership roles | Earlier career | Fiber optics product development; early terahertz imaging of skin cancer |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the latest proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Director Class/Term | Class II; term expires at 2025 AGM |
| Independence | Independent under Nasdaq/Exchange Act (reviews in Dec 2024 and Feb 2025) |
| Committees | Audit Committee; Compensation Committee; Nominating & Corporate Governance Committee (not chair) |
| Committee workload (FY2024 mtgs) | Compensation: 4; Nominating & Corporate Governance: 3; Board: 5 meetings |
| Attendance | All directors attended >75% of Board and committee meetings in 2024 |
| Audit Committee report | Signed by Bucchi, Ciesla, Partridge; recommended inclusion of 2024 audited FS in 10-K |
| Lead/Chair roles | Not a chair; Board Chair is Ronald A. Bucchi (independent) |
Fixed Compensation
| Year | Cash Fees (Director Program) | Committee Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 (actual) | $30,000 | — | — | As “Other Director” under 2024 program; paid quarterly |
| 2024 (program) | Other Directors: $30,000; Audit Chair: $45,000; Comp Chair: $37,500; NCGC Chair: $37,500 | As listed | None disclosed | Adopted June 18, 2024 |
- Director total compensation (FY2024, grant-date fair value basis): $319,635, of which $30,000 cash and $289,635 equity (RSAs + options). Equity ≈ 91% of total (indicative of alignment; values per ASC 718) .
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise Price | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Restricted Stock Awards | Jun 18, 2024 | 17,241 shares | — | $57,413 | 2,881 sh vest 6/18/24; remaining vest in 10 quarterly installments of 1,436 sh starting 7/1/24 | Per 2024 Director Compensation Program |
| Non-qualified Stock Options | Jun 18, 2024 | 90,000 options | $5.00 | $232,222 | 45,000 vest 6/18/24; remaining vest in 6 equal monthly installments of 7,500 beginning 7/1/24 | Per 2024 Director Compensation Program |
| Change-in-Control | — | — | — | — | Single-trigger: all director options/RSAs fully vest immediately prior to change-in-control | Governance red flag for some investors |
| Clawback | — | — | — | — | Company maintains Nasdaq-compliant compensation recovery policy covering incentive compensation | Adopted Nov 9, 2023 ; also referenced in 2025 proxy |
- No performance metrics (TSR/revenue/EBITDA/ESG) disclosed for non-employee director equity; awards vest time-based per schedule .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed |
| Prior public boards | None disclosed for Ciesla |
| Potential interlocks | None disclosed with customers/suppliers/competitors |
Expertise & Qualifications
- Deep technical leadership in photonics, fiber optics, sequencing platforms, microfluidics, electronics, and nanofabrication; aligns with LWLG’s electro-optic materials and photonics focus .
- Audit Committee member but not designated as “audit committee financial expert” (designation is Ronald A. Bucchi) .
- Advanced academic credentials (BSc Hons; Ph.D., Heriot-Watt University) .
Equity Ownership
| As of Record Date | Beneficial Ownership | % of Outstanding | Options/Warrants Included | Company Shares Outstanding |
|---|---|---|---|---|
| Craig Ciesla | 281,580 | <1% | 240,000 | 124,604,522 |
| Citations |
- No pledging/hedging disclosed for Ciesla; company policy prohibits short sales and hedging; pledging or margin requires advance approval .
Governance Assessment
- Strengths: Independent director with relevant domain expertise; serves on three key committees (Audit, Compensation, NCGC); Board confirms independence; attendance >75% in 2024; Section 16 compliance clean for Ciesla; adoption of clawback and hedging/pledging limits improves alignment .
- Alignment: Equity-heavy director pay (≈91% of 2024 total) supports shareholder alignment; Ciesla also holds beneficial ownership (281,580 sh; <1%) .
- Potential concerns/red flags: Single-trigger change-in-control acceleration for director equity (commonly viewed as less shareholder-friendly); large option grants with rapid initial vesting may reduce performance contingency (time-based) .
- No related-party transactions, loans, or family relationships disclosed for Ciesla; no other public board interlocks reported .