lasr-20230428

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

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¨ Preliminary Proxy Statement

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ý Definitive Proxy Statement

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¨ 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)


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¨			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 8, 2023

Dear Stockholders of nLIGHT, Inc.:

We cordially invite you to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of nLIGHT, Inc., a Delaware corporation, which will be held on Thursday, June 8, 2023, 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/LASR2023 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 II director nominees named in the accompanying proxy statement to serve until the 2026 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, 2023;

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 10, 2023, as the record date for the Annual Meeting. Only stockholders of record on April 10, 2023, 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 8, 2023. On or about April 28, 2023, 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, 2023

TABLE OF CONTENTS


			Page
PROXY STATEMENT			1
THE PROXY PROCESS AND STOCKHOLDER VOTING: QUESTIONS AND ANSWERS			2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			8
Nominees for Director			8
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			18
Communications with the Board of Directors			19
Corporate Governance Guidelines and Code of Business Conduct and Ethics			19
St ock holder Engagement and Governance Practices			19
Board Diversity Matrix as of April 2 8 , 2023			17
Risk Management			20
Outside Director Compensation Policy			20
Director Compensation for Fiscal Year 2022			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			30
Compensation Discussion and Analysis			30
Corporate Governance Practices			34
Compensation-Setting Process			35


Elements of Executive Compensation			36
Change of Control and Severance Benefits			43
Other Benefits and Perquisites			44
Equity Ownership Guidelines			44
Compensation Recoupment Policy			44
Hedging and Pledging Prohibitions			45
Deductibility of Executive Compensation			45
Taxation of Parachute Payments and Deferred Compensation			45
Accounting for Stock-Based Compensation			45
Compensation Committee Report			46
Summary Compensation Table			46
Grants of Plan-Based Awards in Fiscal Year 2022			47
CEO Pay Ratio Disclosure			48
Pay Versus Performance			49
Outstanding Equity Awards at December 31, 2022			54
Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2022			55
Employment Arrangements			55
Potential Payments upon Termination or Change-In-Control			58
Securities Authorized for Issuance Under Equity Compensation Plans			59
BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK			59
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			61
Policies and Procedures for Transactions with Related Persons			61
Transactions			62
Limitations on Director and Officer Liability and Indemnification			62
DELINQUENT SECTION 16(a) REPORTS			62
OTHER MATTERS			63
Fiscal Year 2022 Annual Report and SEC Filings			63
APPENDIX A			64
PROXY CARD			65


Directors	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated
Director Nominees
Bandel Carano(4)	II	61	Director	2001	2023	2026
Raymond Link(1)(2)	II	69	Director	2010	2023	2026
Geoffrey Moore(1)(2)	II	76	Director	2012	2023	2026
Continuing Directors
Scott Keeney	I	58	President, Chief Executive Officer and Chairman	2000	2025	—
Camille Nichols(4)	I	66	Director	2020	2025	—
Douglas Carlisle(1)(3)	III	66	Director	2001	2024	—
Bill Gossman(2)(4)	III	61	Director	2016	2024	—
Gary Locke(3)	III	73	Director	2017	2024	—


Nominees for Director			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 numerous private companies. Mr. Carano served on the board of directors of Kratos Defense & Security Solutions, Inc. from 1998 to September 2019 and NeoPhotonics Corporation from 2004 to August 2022. 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


Continuing Directors			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, serving as chairperson of that committee since June 2022. 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, Ms. 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. From July 2020 to May 2022, she served as the Executive Vice President, Project Services at Amentum, a global technical and engineering services firm, where she was responsible for contracts and procurement, ethics, information systems, security, and real estate. Prior to joining Amentum, Ms. 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 Ms. 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


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; as the chairperson of our information and technology security committee from January 2021 to June 2022, and, since June 2022, as a member of our information and technology security committee. 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


2022 Annual Fees			Amount
Annual Fees for Board
Outside director			$30,000
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
Annual Fees for Information Technology Security Committee
Chairperson of the information technology security committee			$2,000
Member of the information technology security committee			$1,000


Annual Fees Increased Effective April 1, 2023			Amount after Increase
Annual Fees for Audit Committee
Chairperson of the audit committee			$20,000
Annual Fees for Compensation Committee
Chairperson of the compensation committee			$15,000
Annual Fees for Nominating and Corporate Governance Committee
Chairperson of the nominating and corporate governance committee			$10,000
Annual Fees for Information Technology Security Committee
Chairperson of the information technology security committee			$15,000


Name	Fees Earned or Paid in Cash($)(1)			Stock Awards($) (2)		All Other Compensation($)			Total ($)
Bandel Carano	$	31,000	(3)	$	80,000	$	—		$	111,000
Douglas Carlisle	33,000		(3)	80,000		—			113,000
Bill Gossman	36,429		(3)	80,000		—			116,429
Raymond Link	38,093			80,000		—			118,093
Gary Locke	32,000		(3)	80,000		—			112,000
Geoffrey Moore	37,000		(3)	80,000		—			117,000
Camille Nichols	31,000		(3)	80,000		25,100		(4)	136,100


Name	Shares Subject to Options	Restricted Stock Units
Bandel Carano	—	5,899
Douglas Carlisle	—	5,899
Bill Gossman	72,313	5,899
Raymond Link	8,000	5,899
Gary Locke	69,725	5,899
Geoffrey Moore	77,590	5,899
Camille Nichols	—	5,899


	2022		2021
Audit fees(1)	$	1,490	$	1,389
Audit-related fees	—		—

Tax fees	—		—
All other fees(2)	2		2
Total fees	$	1,492	$	1,391


What We Heard from Stockholders			Actions Taken in 2022
A preference for a greater proportion of long-term equity to be subject to performance-vesting requirements			•Increased the proportion of new long-term performance-based equity from 33% to 50% in the annual equity grant.
A preference for a longer performance period			•Extended the performance period of new long-term performance-based equity grants from two years to three years.
Performance metrics used in long-term awards should be more aligned with stockholder returns, with enhanced disclosure of pre-established goals and metrics			•Changed performance metrics of new long-term performance-based equity awards, transitioning from a combination of financial metrics and business, operational and strategic objectives to a relative Total Shareholder Return ("relative TSR”) measurement with target performance at the 50th percentile of the peer group (Russell 2000), aligning long-term equity compensation of our named executive officers with total stockholder returns. •Included an Absolute TSR modifier to cap performance-based equity awards at 100% if stock returns are negative, even if we outperform the Russell 2000. •The transition to a relative TSR measurement allows us to fully disclose plan details for the long-term performance-based equity awards without risk of disclosing competitively sensitive details or forward-looking financial metrics.


Independent Compensation Committee and Compensation Consultant. The compensation committee is comprised solely of independent directors. The compensation committee solicits advice from independent compensation consultants 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 200% of the target. Pay-for-Performance. Named executive officer compensation is heavily weighted toward at-risk performance-based compensation, with both cash incentives and performance-based equity being earned based upon achievement of pre-established financial, operational, strategic objectives or relative Total Shareholder Return.						Double-Trigger Change in Control Provisions. All equity awards granted to named executive officers 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 2022. 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	Ichor	Photronics
Axcelis Technologies	Impinj	SkyWater Technology*
Cohu	Knowles*	Veeco Instruments
CTS Corporation	NeoPhotonics*	Velodyne Lidar*
FARO Technologies	Ouster*	VPG

*New to peer group for 2022


Named Executive Officer	Annual Base Salary ($) 1H 2022	Salary Increase	Annual Base Salary ($) 2H 2022
Scott Keeney	415,200	5.5%	438,000
Joseph Corso(1)	270,000	11.1%	300,000
Ran Bareket	270,000	n/a	n/a


Named Executive Officer(1)	1H 2022 Target Bonus (as a % of 1H 2022 Base Salary)	1H 2022 Target Bonus ($)(2)	2H 2022 Target Bonus (as a % of 2H 2022 Base Salary)	2H 2022 Target Bonus ($)(2)
Scott Keeney	100%	191,631	100%	234,969
Joseph Corso	50%	60,000	65%	104,250


2022 Performance Objectives	1H 2022				2H 2022
	Target	Actual	Weight	Achievement	Target	Actual	Weight	Achievement
Revenue	$142.0	$125.3	25%	0%	$130.0	$116.8	20%	0%
Product Gross Margin	34.0%	30.0%	25%	0%	28.0%	18.8%	20%	0%
Adjusted EBITDA (Non-GAAP)	$6.8	$2.2	25%	0%	$2.0	$(10.9)	20%	0%
Key Objectives			75%	42%			90%	0%
Total			150%	42%			150%	0%


Named Executive Officer	2022 Annual Time-Based RSUs (#)	2022 Annual Performance-Based RSUs (#)(1)
Scott Keeney	116,666	116,667
Joseph Corso	42,500	42,500
Ran Bareket(2)	—	—

SEC Form DEF 14A filed by nLIGHT Inc.