Document

DEF 14A 1 nlight2022proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ý

Filed by a party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a‑12

NLIGHT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
ý			No fee required

¨			Fee paid previously with preliminary materials

¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

4637 NW 18th Avenue
Camas, Washington 98607

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 a.m. Pacific Time on Thursday, June 9, 2022

Dear Stockholders of nLIGHT, Inc.:

We cordially invite you to attend the 2022 annual meeting of stockholders (the “Annual Meeting”) of nLIGHT, Inc., a Delaware corporation, which will be held on Thursday, June 9, 2022, at 9:00 a.m. Pacific Time. This year’s Annual Meeting will be a completely virtual meeting of stockholders. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/LASR2022 where you will be able to listen to the meeting live, submit questions and vote online. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

1. To elect the Class I director nominees named in the accompanying proxy statement to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022;

3. To approve, on an advisory, non-binding basis, the compensation of our named executive officers; and

4. To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on April 11, 2022, as the record date for the Annual Meeting. Only stockholders of record on April 11, 2022, are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Thursday, June 9, 2022. On or about April 28, 2022, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet, telephone or mail (if you receive printed proxy materials) and includes instructions on how to receive a paper copy of our proxy materials. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. All you have to do is enter the control number located on your Notice or proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible. We appreciate your continued support of nLIGHT.

By order of the Board of Directors,

Scott Keeney

President and Chief Executive Officer

Camas, Washington

April 28, 2022

TABLE OF CONTENTS


			Page
PROXY STATEMENT			1
THE PROXY PR OCESS AND STOCKHOLDER VOTIN G: QUES TIONS AND AN S WERS			2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			9
Nominees for Director			10
Continuing Directors			10
Director Independence			13
Board Leadership Structure			13
Executive Sessions of Non-Employee Directors			14
Board and Committee Meetings			14
Compensation Committee Interlocks and Insider Participation			17
Considerations in Evaluating Director Nominees			17
Stockholder Recommendations for Nominations to the Board of Directors			17
Communications with the Board of Directors			18
Corporate Governance Guidelines and Code of Business Conduct and Ethics			18
Stakeholder Engagement and Governance Practices			18
Board Diversity Matrix as of April 28, 2022			20
Risk Management			21
Outside Director Compensation Policy			21
Director Compensation for Fiscal Year 2021			23
PROPOSAL NO. 1 ELECTION OF DIRECTORS			25
Nominees			25
Vote Required			25
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			26
Fees Paid to the Independent Registered Public Accounting Firm			26
Auditor Independence			26
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			27
Vote Required			27
REPORT OF THE AUDIT COMMITTEE			28
PROPOSAL NO. 3 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS			29
Advisory Non-Binding Vote on Compensation of Named Executive Officers			29
Vote Required			29
EXECUTIVE OFFICERS			30
EXECUTIVE COMPENSATION			31
Compensation Discussion and Analysis			31
Corporate Governance Practices			33
Compensation-Setting Process			34


Elements of Executive Compensation			35
Change of Control and Severance Benefits			41
Other Benefits and Perquisites			41
Equity Ownership Guidelines			42
Compensation Recoupment Policy			42
Hedging and Pledging Prohibitions			42
Deductibility of Executive Compensation			42
Taxation of Parachute Payments and Deferred Compensation			43
Accounting for Stock-Based Compensation			43
Compensation Committee Report			43
Summary Compensation Table			44
Grants of Plan-Based Awards in Fiscal Year 2021			45
CEO Pay Ratio Disclosure			45
Outstanding Equity Awards at December 31, 2021			46
Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2021			47
Employment Arrangements			47
Potential Payments upon Termination or Change-In-Control			49
Securities Authorized for Issuance Under Equity Compensation Plans			51
BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK			52
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			54
Policies and Procedures for Transactions with Related Persons			54
Transactions			54
Limitations on Director and Officer Liability and Indemnification			54
DELINQUENT SECTION 16(a) REPORTS			56
OTHER MATTERS			57
Fiscal Year 2021 Annual Report and SEC Filings			57
APPENDIX A			58
PROXY CARD			59


Directors	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated
Director Nominee
Scott Keeney	I	57	President, Chief Executive Officer and Chairman	2000	2022	2025
Camille Nichols(4)	I	65	Director	2020	2022	2025
Continuing Directors
Bandel Carano(4)	II	60	Director	2001	2023	—
Raymond Link(1)(2)	II	68	Director	2010	2023	—
Geoffrey Moore(1)(2)	II	75	Director	2012	2023	—
Douglas Carlisle(1)(3)	III	65	Director	2001	2024	—
Bill Gossman(2)(4)	III	60	Director	2016	2024	—
Gary Locke(3)	III	72	Director	2017	2024	—


Nominees for Director			Director Since
Scott Keeney, one of our co-founders, has served as our president, chief executive officer and as a member of our board of directors since July 2000 and as chairman of our board of directors since February 2018. Prior to joining us, from 1998 to 2000, Mr. Keeney served as chief executive officer for Aculight Corporation, a laser company acquired by Lockheed Martin Corporation in 2008. Prior to that, he served as a consultant for McKinsey & Company, a consulting firm, from 1993 to 1998. Mr. Keeney received a B.A. in economics from the University of Washington and an M.B.A. from Harvard Business School. We believe Mr. Keeney’s perspective, experience and institutional knowledge as our co-founder, president and chief executive officer qualify him to serve on our board.			2000
Camille Nichols has served as a member of our board of directors since November 2020 and as a member of our information and technology security committee since January 2021. She retired as a Major General in the U.S. Army following an extensive career that included key roles in Department of Defense acquisition and operations. During her career with the Army, Major General Nichols managed significant organizations, operating budgets, and programs. Immediately prior to her retirement from the Army, she served as director of the Sexual Assault Prevention and Response Office within the Office of the Secretary of Defense and as the Deputy Commanding General of the Army’s Installation Management Command. Since July 2020, she has served as the Executive Vice President, Project Services at Amentum, a global technical and engineering services firm, where she is responsible for contracts and procurement, ethics, information systems, security, and real estate. Prior to joining Amentum, Major General Nichols was Vice President of Business Operations of Fluor Corporation’s government group from May 2017 to July 2020. She currently serves on the board of directors of Concurrent Technologies Corporation, a nonprofit, applied scientific research and development professional services organization. She holds a B.S. degree from the United States Military Academy at West Point, an M.S.S.M. degree in systems management from the University of Southern California, and a Ph.D. in engineering management from The George Washington University. We believe Major General Nichols' extensive background and experience in the U.S. military and defense industry, combined with her technical education and background in operations, procurement and security, qualifies her to serve on our board.			2020


Continuing Directors			Director Since
Bandel Carano has served as a member of our board of directors since April 2001, as a member of our compensation committee from February 2004 to December 2012, as a member of our technology security compliance committee from February 2018 to September 2019 and from February 2005 to November 2006, and as a member of our information and technology security committee since January 2021. Mr. Carano is a general partner of Oak Investment Partners, a multi-stage venture capital firm he joined in 1985. From 1983 to 1985, Mr. Carano was a member of Morgan Stanley's Venture Capital Group, where he was responsible for advising Morgan Stanley on high-tech new business development and sponsoring venture investments. Mr. Carano currently serves on the boards of directors of NeoPhotonics Corporation and numerous private companies. Mr. Carano served on the board of directors of Kratos Defense & Security Solutions, Inc. from 1998 to September 2019. Mr. Carano also serves on the Investment Advisory Board of the Stanford Engineering Venture Fund. Mr. Carano received a B.S. and an M.S. in electrical engineering from Stanford University. We believe Mr. Carano’s technical engineering background and experience advising growth-oriented technology companies as a venture capital investor, coupled with his experience as a director of numerous public and private companies, qualifies him to serve on our board.			2001


Raymond Link has served as a member of our board of directors since December 2010, as a member of our compensation committee since December 2011 and as a member of our audit committee since December 2010. Since January 2018, Mr. Link has served as a finance lecturer at the University of California, Santa Barbara in a part-time role. From July 2005 to April 2015, Mr. Link served as chief financial officer of FEI Company, a leading supplier of scientific and analytical instruments for nanoscale imaging. Prior to FEI, from July 2001 to June 2005, Mr. Link was the chief financial officer of TriQuint Semiconductor, Inc., a manufacturer of electronic signal processing components for wireless communications which he joined in 2001 as a result of TriQuint's merger with Sawtek, Inc., where he was the chief financial officer. Mr. Link served on the board of directors of Electro Scientific Industries, Inc., a supplier of laser-based solutions for the microelectronics industry, from August 2015 until the completion of its acquisition by MKS Instruments in February 2019, Cascade Microtech from January 2005 until its acquisition by FormFactor in June 2016, and currently serves on the board of directors of FormFactor, Inc., a leading provider of test and measurement solutions for the semiconductor industry. Mr. Link received a B.S. in business administration from the State University of New York at Buffalo and an M.B.A. from the Wharton School at the University of Pennsylvania, is a licensed Certified Public Accountant and a fellow with the National Association of Corporate Directors. We believe Mr. Link’s financial and accounting expertise, including his service as a chief financial officer and extensive experience as a public company director, qualifies him to serve on our board.			2010
Geoffrey Moore has served as a member of our board of directors since September 2012, as a member of our audit committee since April 2019, and as a member of our compensation committee since December 2012. Since 1992, Dr. Moore has served as managing director of Geoffrey Moore Consulting. He is an author, strategic advisor, market development consultant, and organizational design specialist. He also serves as chairman emeritus of TCG Advisors LLC, where he was a managing director from May 2003 until June 2011, as well as Chasm Institute and Chasm Group, management consulting firms he co-founded, since 2011. Dr. Moore has been a venture partner at Mohr Davidow Ventures since February 1998 and serves as an advisor to many of its portfolio companies. From October 2006 until May 2015, Dr. Moore served on the board of directors of Akamai Technologies, Inc., a leading content delivery network and cloud services provider. Dr. Moore received a B.A. in literature from Stanford University and a Ph.D. in literature from the University of Washington. We believe Dr. Moore’s experience as a strategic advisor, market development consultant, and organizational design consultant, as well as his public company board experience, qualifies him to serve on our board.			2012


Douglas Carlisle has served as a member of our board of directors since April 2001, as a member of our audit committee since February 2005 and as a member of our nominating and corporate governance committee since February 2018. Since September 1984, Mr. Carlisle has been a general partner and managing director of Menlo Ventures, a venture capital firm investing primarily in engineering and technology-based early stage growth companies. Prior to that, from 1982 to September 1984, Mr. Carlisle was an associate at Menlo Ventures. Mr. Carlisle currently serves on the boards of directors of numerous private companies. Mr. Carlisle received a B.S. in electrical engineering from the University of California, Berkeley and a J.D. and an M.B.A. from Stanford University. We believe Mr. Carlisle’s extensive experience advising growth-oriented technology companies as a venture capital investor, coupled with his experience as a director of various companies, qualifies him to serve on our board.			2001
Bill Gossman has served as a member of our board of directors since May 2016, as a member of our compensation committee since April 2022, and previously from May 2016, to February 2018; and as the chairperson of our information and technology security committee since January 2021. Mr. Gossman previously served as a member of our technology and security compliance committee from May 2016 to September 2019, as a member of our audit committee from February 2018 to April 2019, and as our acting chief financial officer from April 2001 to July 2001. Mr. Gossman has been a venture partner at Mohr Davidow Ventures since April 2009, when he rejoined the firm after serving from January 2001 to March 2003. In his capacity with Mohr Davidow, he has served on the boards of directors or as chief executive officer of several of its portfolio companies, including HealthTap since May 2018, Marble Security, Inc. from May 2011 to July 2014 and AudienceScience, Inc., where he served as chief executive officer from 2003 to 2007, and again, at the company's request, from June 2016 until June 2017. AudienceScience entered into receivership and began to wind up its operations in June 2017. Prior to Mohr Davidow, Mr. Gossman founded and served as the chief operating officer and chief financial officer for @mobile, a wireless networking company, until its sale to Openwave in 2000. Prior to @mobile, Mr. Gossman served as vice president, strategic planning and international marketing with AT&T Custom Electronic Systems, and in a variety of engineering and management positions with Northrop Corporation and Hughes Aircraft Company. Mr. Gossman received a B.S. in engineering from Cornell University, an M.S. in engineering from the Massachusetts Institute of Technology and an M.B.A. from the University of Maryland. We believe Mr. Gossman’s extensive senior management and business experience in venture capital, and as a founder, director and chief executive officer of numerous companies, qualifies him to serve on our board.			2016
Gary Locke has served as a member of our board of directors since August 2017 and as a member of our nominating and corporate governance committee since February 2018. Since 2014, Mr. Locke has been the chairman of Locke Global Strategies LLC, through which he provides strategic advice and consulting services to businesses in the United States and China. From 2011 until 2014, Mr. Locke served as the United States Ambassador to China. Mr. Locke was the United States Secretary of Commerce from 2009 to 2011. Prior to that, Mr. Locke served two consecutive terms as Governor of the State of Washington from 1997 to 2005. Mr. Locke currently serves on the boards of directors of AMC Entertainment Holdings, Inc., an American movie theater chain, and Port Blakely Tree Farms, a family-owned timber company. Mr. Locke served on the board of directors of Fortinet, Inc., a provider of unified threat management solutions, from September 2015 to June 2020. Mr. Locke received a B.A. in political science from Yale University and a J.D. from Boston University. Mr. Locke has served as the interim President of Bellevue College in Bellevue, Washington since June 2020. We believe Mr. Locke’s extensive leadership, executive experience and global business perspective from his roles as the Governor of Washington, Secretary of Commerce and United States Ambassador to China, coupled with his experience as a director of other public companies, qualifies him to serve on our board.			2017


Directors			Status
Scott Keeney			Not Independent
Bandel Carano			Independent
Douglas Carlisle			Independent
Bill Gossman			Independent
Raymond Link			Independent
Gary Locke			Independent
Geoffrey Moore			Independent
Camille Nichols			Independent


2021 Annual Fees(1)			Amount(1)
Annual Fees for Board
Outside director			$15,000
Annual Fees for Lead Independent Director
Lead independent director			$5,000
Annual Fees for Audit Committee
Chairperson of the audit committee			$5,000
Member of the audit committee			$2,000
Annual Fees for Compensation Committee
Chairperson of the compensation committee			$5,000
Member of the compensation committee			$1,500
Annual Fees for Nominating and Corporate Governance Committee
Chairperson of the nominating and corporate governance committee			$2,000
Member of the nominating and corporate governance committee			$1,000


Name	Fees Earned or Paid in Cash($)(1)		Stock Awards($) (2)	Total ($)
Bandel Carano	24,356	(3)	80,000		104,356
Douglas Carlisle	26,356	(3)	80,000		106,356
Bill Gossman	25,356	(3)	80,000		105,356
Raymond Link	34,856	(4)	80,000		114,856
Gary Locke	25,356	(3)	80,000		105,356
Geoffrey Moore	30,356	(3)	80,000		110,356
Camille Nichols	24,356	(3)	80,000		104,356


Name	Shares Subject to Options	Restricted Stock Units
Bandel Carano	—	2,861
Douglas Carlisle	—	2,861
Bill Gossman	72,313	2,861
Raymond Link	15,250	2,861
Gary Locke	69,725	2,861
Geoffrey Moore	77,590	2,861
Camille Nichols	—	6,032


	2021		2020
Audit fees(1)	$	1,389	$	1,412
Audit-related fees	—		—

Tax fees	—		—
All other fees(2)	2		2
Total fees	$	1,391	$	1,414


Independent Compensation Committee and Compensation Consultant. The compensation committee is comprised solely of independent directors. Additionally, the compensation committee’s independent compensation consultant, Aon's Human Capital Solutions, formerly known as Radford, is retained directly by the compensation committee. Risk Analysis. Compensation programs are structured to avoid inappropriate risk taking by our executives and all employees by having the appropriate pay philosophy to support reasonable business objectives. Incentive Award Opportunities Capped. We limit our performance-based cash incentive awards to 150% of the target, and we limit our performance-based equity incentive awards to 180-200% of the target. Pay-for-Performance. The majority of executive officer compensation is directly linked to achievement of financial, operational and/or strategic objectives with both cash incentives and performance-based equity being earned based upon achievement of pre-established goals.						Double-Trigger Change in Control Provisions. All equity awards granted to senior executives since our initial public offering in 2018 are subject to "double-trigger" provisions under our change in control agreements, and the level of severance thereunder is reasonable and comparable to market-competitive levels. Annual Executive Compensation Review. The compensation committee conducts an annual review of our executive compensation program, including a review and determination of our compensation peer group used for comparative purposes and other factors. Strict Equity Ownership Guidelines. We have adopted strict equity ownership guidelines for our executive officers and directors. Robust Clawback Policy. The compensation committee has adopted a compensation recoupment policy that allows us to recover certain incentive-based compensation payable to an executive officer if we are required to prepare an accounting restatement due to our material noncompliance, as a result of an executive officer’s misconduct or grossly negligent conduct, with any financial reporting requirement under applicable securities laws.


No Special Perquisites. We did not provide, nor do we have any plans to provide, any special benefits or perquisites to our named executive officers in 2021. No Hedging or Pledging. Our insider trading policy strictly prohibits our directors and executive officers from purchasing options on our securities, pledging our stock in a margin account or otherwise entering into transactions designed to hedge or offset any decrease in the market value of our stock. No Guarantees of Employment. We do not have any employment contracts with any of our executive officers that guarantee a term of employment, contain extraordinary severance provisions or guarantee salary increases or bonus amounts.						No Special Retirement or Health and Welfare Benefit Plans. We do not offer, nor do we have plans to offer, supplemental pension arrangements, defined benefit retirement plans, nonqualified deferred compensation plans, or any special health and welfare benefits programs to our executive officers that are different from or in addition to what is offered to our other employees. No Dividends or Dividend Equivalents Payable on Unvested Equity Awards. We do not pay, nor do we have any plans to pay, dividends or dividend equivalents on unvested or unearned equity compensation awards.


3D Systems	FormFactor	Onto Innovation
Advanced Energy	Ichor	Photronics
Axcelis Technologies	Impinj	Rogers Corporation
Cohu	MACOM Technology Solutions	SiTime
CTS Corporation	MaxLinear	Veeco Instruments
FARO Technologies	Novanta	VPG


Named Executive Officer	Base Salary ($) 1H 2021	Salary Increase	Base Salary ($) 2H 2021
Scott Keeney	400,000	3.8%	415,200
Ran Bareket	260,000	3.8%	270,000


Named Executive Officer	1H 2021 Target Bonus (as a % of Salary)	1H 2021 Target Bonus ($)(1)	2H 2021 Target Bonus (as a % of Salary)	2H 2021 Target Bonus ($)(1)
Scott Keeney	100%	184,615	100%	222,985
Ran Bareket	65%	78,000	65%	94,250


2021 Performance Objectives	1H 2021				2H 2021
	Target	Actual	Weight	Achievement	Target	Actual	Weight	Achievement
Revenue (GAAP)	$126.0	$130.5	10%	10%	$145.0	$139.7	5%	—%
Total Gross Margin (GAAP)	29.5%	29.1%	5%	4%	N/A	N/A	N/A	N/A
Product Gross Margin (GAAP)	N/A	N/A	N/A	N/A	37.0%	35.2%	5%	—%
Key Objectives			135%	96%			140%	75%
Total			150%	110%			150%	75%


Named Executive Officer	2021 Annual Time-Based RSAs (#)	2021 Annual Performance-Based RSAs (#)(1)
Scott Keeney	106,667	53,333
Ran Bareket	40,000	20,000


Performance Measures	Weight	Minimum	Maximum
Revenue (GAAP, excluding China)(1)	40%	0%	80%
Laser Products Segment Gross Margin (GAAP)	20%	0%	20%
Key Objectives	40%	0%	80%
Total	100%	0%	180%


Performance Measures	Threshold	Goal	Actual	Min Payout	Max Payout	Achieved
Revenue (GAAP)(1)	$220.0	$250.0	$257.9	0%	80%	55.8%
Key objectives				0%	120%	120.0%
Total				0%	200%	175.8%


Named Executive Officer	Target Performance-Based RSAs Scheduled to Begin Vesting in 2021 (#)	Number of Performance-Based RSAs Achieved (#)	% of Target Achievement
Scott Keeney	60,000	105,480	175.8%
Ran Bareket	26,667	46,881	175.8%


Name and Principal Position	Year	Salary($)	Bonus($)(1)	Stock Awards($)(2), (3)	Non-equity Incentive Plan Compensation($)(4)	All Other Compensation($)(5)	Total($)
Scott Keeney	2021	407,600	—	4,953,069	370,315	10,081	5,741,065
President and Chief Executive Officer	2020	315,385	—	4,736,078	399,385	5,697	5,456,545
	2019	393,654	10,127	4,237,680	342,462	774	4,984,697
Ran Bareket	2021	265,000	—	1,857,400	156,488	7,744	2,286,632
Chief Financial Officer	2020	218,000	—	2,113,835	168,740	5,814	2,506,389
	2019	255,769	75,000	2,450,944	139,615	414	2,921,742


Name	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			Grant date for Stock and Option Awards	All Other Stock Awards: Number of Shares of Stocks or Units	Grant Date Fair Value of Stock and Option Awards ($)
	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Scott Keeney	—	407,600	611,400	—	53,333	95,999	7/8/2021	106,667	4,953,069


Ran Bareket	—	172,250	258,375	—	20,000	36,000	7/8/2021	40,000	1,857,400


Name	Option Awards(1)						Stock Awards
	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price($)(2)	Option Expiration Date	Number of Shares of Stock that Have Not Vested (#)		Market Value of Shares of Stock that Have Not Vested($)(3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested(#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($)(4)
Scott Keeney	318,541	(5)	—		0.75	02/26/2025	5,000	(10)	119,750	52,740	(14)	1,263,123
	266,404	(6)	—		0.75	06/27/2025	60,000	(11)	1,437,000	60,000	(15)	1,437,000
	50,000	(7)	—		1.10	07/01/2026	90,000	(12)	2,155,500	53,333	(16)	1,277,325
	360,000		40,000	(8)	1.45	06/02/2027	106,667	(13)	2,554,675

Ran Bareket (17)	37,188		62,503	(9)	9.70	02/17/2028	2,500	(10)	59,875	23,441	(14)	561,412
							36,667	(11)	878,175	26,667	(15)	638,375
							40,000	(12)	958,000	20,000	(16)	479,000
							40,000	(13)	958,000


Name	Option Awards			Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting
Scott Keeney	350,000	$	11,183,755	141,741	$	3,862,435
Ran Bareket	32,500	$	851,393	74,607	$	2,054,596


	Scott Keeney	Ran Bareket
Base Salary ($)	415,200	135,000


Health Benefits ($)	20,136	13,302

Total ($)	435,336	148,302


	Scott Keeney	Ran Bareket

Stock Options ($)	900,000	890,668



Total ($)	900,000	890,668


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1)	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (2)
Equity compensation plans approved by stockholders:
2001 Stock Option Plan	2,453,869	$1.61	—
2018 Equity Incentive Plan	3,244,218	—	3,758,068
2018 Employee Stock Purchase Plan	—	—	2,918,211
Equity compensation plans not approved by stockholders:	—	—	—
Total	5,698,087		6,676,279


	Beneficial Ownership
Name of Beneficial Owner	Number of Shares (1)	%
5% Stockholders:
The Vanguard Group(2)	4,012,513	9.0	%
JPMorgan Chase & Co.(3)	3,309,752	7.4	%
BlackRock, Inc.(4)	2,714,113	6.1	%
Wasatch Advisors, Inc.(5)	2,578,121	5.8	%

Directors and Named Executive Officers:
Scott Keeney	1,515,321	3.3	%
Ran Bareket	76,353	*
Bandel Carano	8,156	*
Douglas Carlisle(6)	234,825	*
Bill Gossman	85,226	*
Raymond Link	93,010	*
Gary Locke	81,837	*
Geoffrey Moore	90,340	*
Camille Nichols	5,238	*
All current executive officers and directors as a group (9 people)	2,120,619	4.6	%


Directors and Named Executive Officers:	Restricted Stock Awards	Restricted Stock Units	Number of Options
Scott Keeney	91,666	—	768,541
Ran Bareket	49,166	—	27,187
Bandel Carano	—	2,861	—
Douglas Carlisle	—	2,861	—
Bill Gossman	—	2,861	72,313
Raymond Link	—	2,861	10,250
Gary Locke	—	2,861	69,725
Geoffrey Moore	—	2,861	77,590
Camille Nichols	—	2,861	—
All current executive officers and directors as a group (9 people)	91,666	26,693	998,419


APPENDIX A
Reconciliation of Net Loss to Adjusted EBITDA

	Year Ended December 31,
	2021		2020
Net loss	$	(29,669)	$	(20,932)
Income tax expense (benefit)	(375)		340
Other income, net	(336)		(378)
Interest (income) expense, net	163		(78)
Depreciation and amortization	15,059		13,685
Stock-based compensation	37,720		25,464
Acquisition and integration-related costs	—		50
Adjusted EBITDA	$	22,562	$	18,151

SEC Form DEF 14A filed by nLIGHT Inc.