Yves LeMaitre
About Yves LeMaitre
Yves LeMaitre, age 60, is Lightwave Logic’s CEO (since Dec 11, 2024) and a director (since Aug 1, 2024). A photonics industry veteran, he previously held senior roles at Lumentum/Oclaro, Luna Innovations (RIO Lasers), and others; he holds a master’s in mathematics and computer science (Nantes University) and an engineering degree from Telecom Paris (Institut Polytechnique de Paris) . Under the company’s Pay vs. Performance disclosure, LWLG cumulative TSR (value of $100) was 226 in 2024 (vs. 90 Solactive EPIC Core Photonic Index; 150 Nasdaq Composite), following 535 (2023), 463 (2022), and 1,600 (2021); net losses were $(22.5)mm in 2024, $(21.0)mm in 2023, $(17.2)mm in 2022, and $(18.6)mm in 2021, and the company was pre‑revenue 2020–2022 with limited revenue in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lumentum Holdings / Oclaro | Chief Strategy Officer (LITE and Oclaro), President Optical Connectivity Business, Chief Commercial Officer; prior EVP roles | 2008–2019 | Drove corporate strategy, positioned Oclaro as optical connectivity leader; growth in indium phosphide lasers for data center/AI front-end networks . |
| Luna Innovations (RIO Lasers) | President, RIO Lasers and SVP North America | 2019–2021 | Oversaw U.S. business and integration of acquisitions into operations . |
| Astrobeam.space | Chief Executive Officer | Oct 2023–Mar 2024 | CEO stint in space/laser applications; operating leadership . |
| Avanex / Lightconnect / Alcatel | CMO (Avanex), CEO (Lightconnect), various roles at Alcatel and JV with Sprint | Earlier career | Senior marketing/GM roles across US/EU; telecom and photonics commercialization . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Trumpf Photonic Components | Strategic board advisor | Current (as of 2025) | Advisory role to laser technology business . |
| Sanmina (optical, RF, microelectronics division) | Strategic advisor | Current (as of 2025) | Advises division on optical/RF/microelectronics . |
| Consulting practice (multiple sectors) | Strategic leadership and business development consultant | Since 2021 | Optical communications, materials processing, consumer electronics, automotive, aerospace/defense, life sciences . |
Fixed Compensation
| Year/Agreement | Base Salary ($/yr) | Target Bonus | Notes |
|---|---|---|---|
| Dec 10, 2024 Employment Agreement | $420,000 | Up to $150,000 cash (Board/CC objectives) | 12‑month term from Dec 11, 2024; sign‑on 50,000 RS and 150,000 options (both vest Jun 10, 2025) . |
| Sep 12, 2025 Employment Agreement (extension) | $500,000 | Up to $300,000 (60% of salary), paid semi‑annually subject to approved metrics | 3‑year term; includes 826,617 new RSUs and modification of 1,616,380 existing performance RSUs to time‑based vesting . |
2024 Summary Compensation Table (partial year as CEO, incl. director pay):
| Metric (2024) | Amount ($) |
|---|---|
| Salary | 35,250 |
| Bonus | — |
| Stock Awards (grant date fair value) | 173,340 |
| Option Awards (grant date fair value) | 418,106 |
| All Other Compensation | 177 |
| Total | 626,873 |
| Footnote | Includes $12,500 for non‑executive director service in 2024 . |
Compensation committee retained Meridian Compensation Partners in Nov 2023 for executive/director benchmarking; 2024 program set considering peer review and say‑on‑pay feedback .
Performance Compensation
Bonus design and metrics:
- 2024–2025: Cash bonus based on achievement of company objectives set by the Board/Compensation Committee (no disclosed weightings/thresholds) .
- 2025 extension: Up to 60% of salary with performance goals established by mutual agreement and approved by the Board .
Equity awards and vesting detail:
| Grant Date | Instrument | Quantity | Price | Vesting/Cliff | Expiration |
|---|---|---|---|---|---|
| Aug 1, 2024 | Stock options (non‑qualified) | 37,500 | $5.00 | 7,500 vest 8/1/2024; remaining 30,000 vest in four equal monthly installments beginning 9/1/2024; exercisable schedule; | 7/31/2034 . |
| Aug 1, 2024 | Restricted stock | 12,924 | — | Vests in nine equal quarterly installments of 1,436 shares, beginning 9/1/2024 | — . |
| Dec 10, 2024 | Stock options (non‑qualified) | 150,000 | $2.65 | All vest on Jun 10, 2025 | 12/9/2034 . |
| Dec 10, 2024 | Restricted stock | 50,000 | — | All vest on Jun 10, 2025 | — . |
| Apr 18, 2025 (granted earlier in 2025) | Performance‑based RSUs (Existing RSUs) | 1,616,380 | — | Modified on Sep 12, 2025 to remove performance conditions; now vest in four installments every six months over 2 years from grant date; first installment consists only of Existing RSUs | — . |
| Sep 12, 2025 | Time‑based RSUs (Additional RSUs) | 826,617 | — | Vest in four substantially equal installments every six months over 2 years from grant date; aggregate installments substantially equal across Existing+Additional RSUs; holding period minimum 12 months post‑settlement (with specified exceptions) | — . |
Change‑in‑control vesting:
- Company‑wide equity plans: all options and restricted stock awards for covered persons become fully vested/immediately prior to a change in control (as described) .
- CEO 2025 agreement: upon qualifying CIC termination (double trigger within +12/−3 months), all time‑based equity fully accelerates; non‑CIC termination without cause accelerates time‑based equity that would have vested within 12 months .
Clawback: Nasdaq‑compliant Dodd‑Frank compensation recovery policy adopted (applies to incentive compensation) .
Equity Ownership & Alignment
| As of Record Date (for 2025 Proxy) | Shares Beneficially Owned | % Outstanding | Options/Warrants Included (within 60 days) |
|---|---|---|---|
| Yves LeMaitre (CEO, Director) | 100,424 | <1% | 37,500 . |
- Outstanding awards at FY‑end 2024: 37,500 options exercisable @ $5.00 (exp. 7/31/2034); 150,000 options unexercisable @ $2.65 (exp. 12/9/2034); 10,052 unearned shares and 50,000 unearned shares shown under equity incentive plan awards .
- Pledging/hedging policy: Short sales and hedging prohibited; options/derivatives trading requires advance approval; holding in margin or pledging requires advance approval—mitigates alignment risks from hedging/pledging .
- Ownership guidelines: Not disclosed in proxy; directors and officers as a group held ~4.2% of common stock at the record date .
Insider selling/vesting pressure signals:
- Large cliff vest on Jun 10, 2025 (150,000 options and 50,000 RS for CEO) .
- Semiannual RSU vesting cadence across 2025–2027 from both Existing and Additional RSUs (Installments every six months from Apr 18, 2025 and Sep 12, 2025 grant dates), with a 12‑month post‑settlement minimum holding period on RSU shares (subject to carve‑outs) .
Employment Terms
| Provision | Dec 10, 2024 CEO Agreement | Sep 12, 2025 CEO Agreement (extension) |
|---|---|---|
| Term | 12 months from Dec 11, 2024; renewable by mutual written agreement 60 days before expiry | 3 years from Sep 12, 2025; renewable for successive 12‑month terms by mutual written agreement 60 days before expiry . |
| Base/Bonus | $420,000 base; up to $150,000 cash bonus based on company objectives (Board/CC) | $500,000 base; up to $300,000 (60%) bonus, semi‑annual, metrics set by mutual agreement and approved by Board . |
| Sign‑on / Equity | 50,000 RS and 150,000 options (vest Jun 10, 2025) | 826,617 new RSUs; 1,616,380 Existing RSUs (4/18/2025) modified to time‑based vesting; no additional annual equity in 2026; next eligible 2027 (discretionary) . |
| Termination For Cause | Willful malfeasance, misrepresentation, willful breach, failure to meet performance standards | Broader “Cause” incl. failure to perform after notice/cure, breaches of confidentiality/restrictive covenants/IP, injurious misconduct, certain felonies, misappropriation, willful misconduct etc. . |
| Without Cause | Company pays remaining compensation for rest of term | 12 months base salary + COBRA reimbursements for 12 months; time‑based equity that would vest within 12 months vests; release required . |
| Change in Control | Plan‑level immediate vesting for options/RS upon CIC (for covered persons) | If terminated without cause or for Good Reason within +12/−3 months of CIC: 18 months base + 18 months COBRA reimbursement; full acceleration of time‑based equity; 280G cutback applies . |
| Restrictive Covenants | Confidentiality; non‑solicit employees/customers 1 year; arbitration in CO; CO governing law | Confidentiality; non‑solicit employees/customers 1 year; arbitration in CA; CA governing law; California Labor Code 2870 carve‑out for inventions; notice provisions updated . |
| Non‑compete | Not disclosed (no explicit non‑compete covenant in filed agreements) | Not disclosed (no explicit non‑compete covenant in filed agreement) . |
Related‑party transactions: The company notes Audit Committee oversight of related‑party transactions; the 12/2024 8‑K states Mr. LeMaitre had no direct or indirect material interest in any transaction requiring Item 404(a) disclosure .
Board Governance
- Board service history: Joined the LWLG Board Aug 1, 2024; appointed CEO Dec 11, 2024; continues as a director (Class I, term expires 2027) .
- Independence: Not independent due to executive status; majority of the board and all standing committees (Audit, Compensation, Nominating/Corporate Governance) are comprised of independent directors per Nasdaq rules .
- Committee roles: As CEO/Executive Director (ED), LeMaitre is not listed on committees; current committee membership/chairs: Audit (Bucchi chair, financial expert), Compensation (Partridge chair), Nominating/Corporate Governance (Connelly chair) .
- Board leadership: Independent Chair (Ronald A. Bucchi) appointed Dec 11, 2024; mitigates CEO/Chair dual‑role concern (CEO is not Chair) .
- Director compensation (while non‑employee in 2024): Received $12,500 of 2024 compensation for non‑executive director service; also 37,500 option (board service) and 12,924 restricted shares granted in 2024 with schedules described above .
Director Compensation (as Director, 2024 only)
| Component | Amount/Grant | Notes |
|---|---|---|
| Cash retainer (partial year) | $12,500 | Included in 2024 total compensation . |
| Board equity | 37,500 options @ $5.00 (8/1/2024); 12,924 RS (8/1/2024) | Option vesting monthly over 4 months after initial 7,500; RS vests quarterly over 9 quarters . |
Company 2024 non‑employee director program: cash retainers and RS/option grants by role (Lead Director, committee chairs, others) adopted June 18, 2024 .
Compensation Structure Analysis
- Shift toward time‑based equity in 2025: The 1,616,380 performance‑based RSUs granted Apr 18, 2025 were modified on Sep 12, 2025 to remove performance conditions and convert to time‑based vesting over two years; combined with 826,617 new time‑based RSUs. This reduces at‑risk performance linkage and may raise pay‑for‑performance scrutiny (a common red flag unless well‑justified) .
- Cash vs equity mix: 2024 total comp heavily equity‑weighted (stock/option grant‑date values $591,446 of $626,873 total) due to late‑year CEO appointment; 2025 agreement increases fixed cash (base to $500k) and sets a more structured cash incentive (up to 60%) .
- No option repricing/modification in 2024: Company states no modifications or repricings of outstanding options during 2024; however, 2025 RSU modification removed performance conditions (distinct from option repricing) .
- Clawback in place; hedging/short sales prohibited; pledging/margin requires pre‑approval, lowering risk of misalignment via hedging/pledging .
Risk Indicators & Red Flags
- Performance condition removal on 2025 RSUs (Existing RSUs) is a notable governance risk; investors often scrutinize rationale, calibration, and disclosure when performance awards are converted to time‑based vesting .
- Significant upcoming vesting over 2025–2027 (semiannual RSU installments) and the Jun 10, 2025 cliff could create periodic sell‑pressure windows, albeit partially mitigated by a minimum 12‑month holding period on RSU settlements and insider trading policy .
- Company financial profile: Net losses in 2021–2024 and pre‑revenue status through 2022 (limited revenue in 2023) heighten execution risk and emphasize the importance of milestone‑based incentives tied to commercialization .
Compensation Committee Analysis
- Members/Chairs: Compensation Committee includes independent directors; chair is Laila S. Partridge; members include Craig Ciesla and Thomas Connelly Jr. (per board matrix) .
- Consultant: Meridian Compensation Partners engaged Nov 2023; delivered executive benchmarking (Dec 2023) and director benchmarking (Feb 2024); Committee plans to adjust peer selection by industry/sector, market cap, and revenue for 2025 .
- Say‑on‑pay: Committee considered most recent say‑on‑pay results in setting 2024 executive compensation, though detailed vote percentages are not disclosed in retrieved sections .
Employment & Contracts (Retention/Transition)
- Start dates/tenure: Director since Aug 1, 2024; CEO since Dec 11, 2024 .
- Term evolution: From 12‑month initial term (Dec 2024) to a 3‑year term (Sep 2025) extending to Dec 31, 2028 per press release; indicates Board confidence and reduced near‑term CEO turnover risk .
- Severance economics:
- Without Cause (non‑CIC): 12 months base and COBRA reimbursements; 12‑month look‑forward vesting acceleration for time‑based equity (release required) .
- CIC (double‑trigger): 18 months base and COBRA reimbursements; full acceleration of time‑based equity; 280G cutback provision .
- Covenants: Confidentiality; 1‑year non‑solicit (employees/customers); arbitration; governing law (CO in 2024 agreement; CA in 2025 extension) .
Investment Implications
- Alignment and retention: The 3‑year contract extension, structured cash incentive (up to 60%), and sizeable, staggered RSU program align tenure with the commercialization window. However, converting 2025 performance RSUs to time‑based vesting weakens explicit pay‑for‑performance linkage; investors may expect clear, disclosed operating milestones for cash bonus determinations to offset this .
- Trading signals: Concentrated vesting events (Jun 10, 2025 cliff; semiannual RSU installments 2025–2027) can create episodic liquidity/supply; the 12‑month RSU holding period mitigates near‑term sales but does not eliminate medium‑term pressure .
- Governance balance: CEO also serves as a director (non‑independent), but an independent Chair and independent committees are in place; insider trading, no‑hedging, and clawback policies are shareholder‑friendly .
- Execution risk: With LWLG loss‑making and pre‑revenue through 2022 (limited revenue in 2023), the key value driver remains the CEO’s commercialization track record in optical/photonics. Pay should increasingly tie to tangible milestones (customer wins, qualification/GP rates, revenue ramp), which the 2025 agreement contemplates via Board‑approved metrics for cash incentives .