Thomas Zelibor
About Thomas Zelibor
Thomas E. Zelibor, Rear Admiral, USN (Ret), age 70, has served as Lightwave Logic’s President since December 11, 2024. He holds a B.S. in Oceanography from the United States Naval Academy (1976) and previously served as the U.S. Navy’s CIO, Commander of Naval Space Command, and Director of Global Operations at U.S. Strategic Command; in industry he led technology and growth initiatives across space, telecom, software, and services, and credibly engages with investors on strategy and commercialization . Company performance context: Lightwave Logic was pre‑revenue in 2020–2022, had limited revenue in 2023, and was in a net loss position across 2020–2023; cumulative TSR outperformed both the Solactive EPIC Core Photonic USD Index and the NASDAQ Composite in 2021–2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lightwave Logic | Chief Executive Officer | 2011–2017 | Led company operations and strategy, investor engagement, and commercialization focus . |
| Lightwave Logic | Board Chair | 2011–2022 | Oversaw governance and strategic direction during technology commercialization efforts . |
| United States Navy | Various senior commands; CIO | 1976–2006 | Directed multibillion‑dollar IT policy, cyber strategy; commanded major task forces and carrier groups . |
| SAIC (Science Applications International Corp.) | VP, Strategic Operations | Not disclosed | Led strategic operations post‑military, supporting transformation and efficiency programs . |
| Naval War College | Dean, College of Operational & Strategic Leadership | Not disclosed | Academic leadership in operational/strategic leadership development . |
| Flatirons Solutions | Chief Executive Officer | Not disclosed | Led enterprise growth and execution in tech/services . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Several private companies | Director | Current | Continues to serve on boards of private companies (specific entities not disclosed) . |
Fixed Compensation
| Component | Value | Source/Notes |
|---|---|---|
| Annual base salary (contract) | $360,000 | Employment agreement dated Dec 10, 2024; term began Dec 11, 2024. |
| Annual cash bonus opportunity (target) | Up to $75,000 | Based on achievement of company objectives set by Board/Comp Committee. |
| 2024 salary paid | $19,500 | Partial year after appointment on Dec 11, 2024. |
| 2024 cash bonus paid | $0 | No cash bonus earned or paid for 2024. |
| All other compensation (2024) | $131 | Footnote indicates long‑term disability premium salary gross‑up . |
Performance Compensation
Cash Bonus Structure and Outcomes
| Metric/Plan Feature | Target | Actual | Payout | Vesting/Timing | Notes |
|---|---|---|---|---|---|
| Cash bonus tied to strategic and operational goals (with limited TSR benchmarking) | Fixed $75,000 | $0 | 0% | N/A | No formal formula; committee assessed company and individual performance; Zelibor had cash bonus target only (no non‑cash bonus) . |
2024 Long‑Term Equity Grants
| Grant Date | Instrument | Quantity | Exercise Price | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 12/10/2024 | Stock Options | 80,000 | $2.65 | $174,514 | Cliff vest on June 10, 2025 |
| 12/10/2024 | Restricted Stock | 35,000 | N/A | $92,750 | Cliff vest on June 10, 2025 |
Equity incentive design: The company uses options and restricted stock to align executives with shareholders; grants issued under the 2016 Equity Incentive Plan . Clawback/recoupment applies to awards under the plan and company policy .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Options/Warrants Included | Shares Outstanding (Record Date) |
|---|---|---|---|---|
| Thomas E. Zelibor | 526,889 | <1% | 295,000 | 124,604,522 |
Outstanding and Unvested Awards at 12/31/2024
| Instrument | Status | Quantity | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| Stock Options | Exercisable | 50,000 | $1.22 | 1/22/2028 | 2018 grant; initial tranche vested 1/23/2018; remainder vested quarterly . |
| Stock Options | Exercisable | 110,000 | $0.80 | 1/13/2030 | 2020 grant; quarterly vesting . |
| Stock Options | Exercisable | 110,000 | $1.27 | 1/13/2031 | 2021 grant; quarterly vesting . |
| Stock Options | Exercisable | 50,000 | $9.65 | 1/17/2032 | 2022 grant; monthly vesting . |
| Stock Options | Unexercisable | 80,000 | $2.65 | 12/09/2034 | Cliff vest 6/10/2025 . |
| Restricted Stock | Unvested | 35,000 | N/A | N/A | Cliff vest 6/10/2025; market value at FY‑end $73,500 . |
Alignment Policies and Practices
- No stock ownership and retention guidelines for executives/directors; compliance status not applicable .
- Insider Trading Policy prohibits hedging; short sales; pledging or margin accounts without advance approval; derivatives require compliance officer approval .
- Company and Plan‑level clawback policy for erroneously awarded compensation and awards .
Employment Terms
| Term Element | Provision | Details |
|---|---|---|
| Agreement date | Dec 10, 2024 | Term commenced Dec 11, 2024 . |
| Role | President | Appointed Dec 11, 2024 . |
| Base salary | $360,000 per year | Reviewed by Board/Comp Committee . |
| Annual cash bonus opportunity | Up to $75,000 | Based on achievement of company objectives set by Board/Comp Committee . |
| Sign‑on equity | 35,000 restricted shares and 80,000 options | Both vest on June 10, 2025 . |
| Initial term | 12 months | Renewable for successive 12‑month periods by mutual written agreement at least 60 days before expiry . |
| Termination (automatic) | Death; expiration; voluntary resignation (30 days’ notice) | Standard automatic termination events . |
| “Cause” definition | Willful mal/mis/nonfeasance; willful misrepresentation; willful covenant breach; failure to meet performance standards | Company may terminate for cause by written notice . |
| Without‑cause termination | Company pays compensation for remainder of term | Economic protection limited to balance of current term; no additional CoC multiple disclosed . |
| Change‑of‑control (plan‑level) | Standard >50% voting power/merger/asset sale/board turnover definition | 409A constraints on payment timing; plan permits awards with performance conditions and includes clawback . |
| Non‑compete / non‑solicit / garden leave | Not disclosed | No such provisions identified in proxy excerpts . |
Investment Implications
- Near‑term vesting event and potential selling pressure: A cliff vesting of 35,000 RS and 80,000 options occurs on June 10, 2025; while options do not create immediate selling unless exercised, RS vesting can add tradable shares. Magnitude is modest relative to 124.6M shares outstanding, but timing may matter for liquidity and trading signals .
- Pay‑for‑performance design is light on formal metrics: Zelibor’s bonus is a fixed dollar target with qualitative strategic/operational goals and no non‑cash component; 2024 payout was zero, suggesting some discipline, but absence of explicit metric weightings lowers predictability of incentives vs. performance .
- Ownership alignment and governance: Zelibor holds 526,889 shares (<1%) and 295,000 options/warrants within 60 days; company lacks ownership guidelines but prohibits hedging/pledging without approval and maintains clawback—mixed alignment signal (policy strong; guideline absent) .
- Retention and severance dynamics: One‑year renewable contract with “remainder‑of‑term” severance if terminated without cause provides limited downside protection and moderate retention risk around renewal windows; no disclosed change‑of‑control multiple or accelerated vesting terms for Zelibor beyond plan‑level provisions .
- Company performance backdrop: Pre‑revenue through 2022, limited revenue in 2023, and net losses across 2020–2023; TSR outperformed photonics and NASDAQ indices in 2021–2023—execution on commercialization remains the key lever for value creation under Zelibor’s operational leadership .