lasr-20260424

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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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):
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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

MountWeaseled_Stryker_Updated_BlueGreen_Lens (2).jpg

2026 Annual Meeting

Proxy Statement and Notice of Annual Meeting

4637 NW 18th Avenue
Camas, Washington 98607

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 a.m. Pacific Time on Friday, June 5, 2026

Dear Stockholders of nLIGHT, Inc.:

We cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of nLIGHT, Inc., a Delaware corporation, which will be held on Friday, June 5, 2026, 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/LASR2026 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 nominee named in the accompanying proxy statement to serve until the 2029 annual meeting of stockholders and until his respective successor is 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, 2026;

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 6, 2026, as the record date for the Annual Meeting. Only stockholders of record on April 6, 2026, 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 Friday, June 5, 2026. On or about April 24, 2026, 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 24, 2026

To Our Stockholders,

Twenty-five years ago, we founded nLIGHT with the vision that semiconductor lasers would improve at a rapid rate and enable important new applications. We have worked relentlessly and deliberately to expand our vertically integrated U.S. based manufacturing to support our vision and today we are stronger than ever across our technology stack from leading semiconductor laser devices to our record 300 kilowatt coherently beam combined laser. Our vision remains the same and our mission has never been more consequential.

Looking Back | Strong Growth and Expanding Leverage in 2025

We reported exceptional financial results in 2025 with full‑year revenue of $261 million, an increase of 32% year‑over‑year. Record aerospace and defense revenue of $175 million grew 60% year‑over‑year, driven by strong execution on existing programs, successful production ramps, and new contract awards that provide clear visibility into continued growth.

Our accelerated top‑line growth also drove significant improvements in bottom‑line performance. In 2025, gross margins expanded to 30%, up from 17% in 2024; and operating cash flow increased to $21 million, up from negative $2.4 million in 2024. These results demonstrate the operating leverage inherent in our model as scale increases.

Our Mission | Vertically integrated technology focused on national security

Our results in 2025 not only validated our long-standing vision but also provided heightened importance to our mission: ensuring that our vertically integrated U.S. based technology stack is aligned to support the critical technologies essential to national security in a more contested world.

We are in the midst of a multi-generational shift. The post–Cold War order that shaped global commerce, security, and innovation is giving way to sustained great-power competition and the weaponization of technology. We can no longer rely on legacy technologies alone. We are investing across every layer of our technology stack to deliver operational capability in next‑generation high‑power lasers to the United States and its allies.

Our Strategy | focus on three critical technology areas

The U.S. government’s list of critical technology areas provides clear reinforcement of our mission and focus. Within that framework, we are concentrated on three areas where our vertically integrated technology stack is meaningfully differentiated:

1. Directed Energy

nLIGHT is uniquely positioned for directed energy lasers through more than two decades of investment in industry‑leading, vertically integrated high‑power laser technology. Our capabilities span the full stack—from chips and components to coherent beam‑combined lasers and complete laser weapon modules, including beam directors and atmospheric correction. We believe that scaling output to hundreds of kilowatts using coherent‑combined architectures with fast adaptive wavefront control is essential to provide effective defensive capability against advanced threats. In 2025, we made significant progress integrating and testing a 50 kW laser weapon module for the Army’s DE M‑SHORAD program, packaging our 300 kW laser for field testing against advanced threats, and we remain on track to scale to 1 megawatt under the Office of the Undersecretary of War for Research and Engineering (OUSW R&E) HELSI program.

2. Laser Sensing

We have a long track record of delivering highly reliable lasers and subsystems for precision guidance and threat detection. Our laser sensing portfolio supports missile guidance, proximity detection, ranging, and countermeasures, and is embedded in multiple long‑running defense programs. We believe these applications will continue to grow for years to come, supported by ongoing development of advanced lasers for mission‑critical systems.

3. Advanced Manufacturing

Our high‑power lasers, combined with proprietary beam‑shaping technology, enable partners to manufacture metal parts more efficiently and effectively through additive manufacturing processes. In 2025, we made a deliberate shift to focus exclusively on additive manufacturing and exit commoditized cutting and welding markets. Additive manufacturing is increasingly vital for space, defense, and industrial applications, and adoption of this critical capability is accelerating.

Looking Ahead | Launching new products and scaling operations

We enter 2026 with $162 million in funded backlog. Early in 2026, we strengthened the balance sheet with a follow-on offering that generated $200 million of gross proceeds to accelerate new product launches, expand U.S. manufacturing capacity, and strengthen our supply chain.

Our priorities are clear: launch new high-power lasers into funded production programs with U.S. customers and allies; scale U.S. manufacturing with the quality and delivery rigor our partners depend on; de-risk critical components and deepen our domestic supply chain with key partners; and expand nLIGHT lasers across directed energy, sensing, and advanced manufacturing.

Our objective is straightforward: to build a durable, profitable company focused on the critical technologies essential to our nation.

Our Mandate | Maintain urgency and remain vigilant

A quarter century after founding nLIGHT, it is deeply rewarding to reflect on our leadership in high-power laser technologies that both create shareholder value and serve national priorities. Our technology stack has never been stronger. We are addressing pressing challenges in a rapidly changing world. The moment has never demanded more of us.

We are optimistic about what lies ahead. We are also clear-eyed. The world that shaped the previous decades is gone. The world we now serve demands the same urgency that guided us at our founding yet with greater vigilance.

I am proud of our employees, grateful for your trust, and energized by the important work ahead.

Scott Keeney

Chairman & Chief Executive Officer

TABLE OF CONTENTS


			Page
PROXY STATEMENT			1
THE PROXY PROCESS AND STOCKHOLDER VOTING: QUESTIONS AND ANSWERS			2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			8
Nominee for Director			8
Continuing Directors			9
Director Independence			11
Board Leadership Structure			12
Executive Sessions of Non-Employee Directors			13
Board and Committee Meetings			13
Compensation Committee Interlocks and Insider Participation			16
Considerations in Evaluating Director Nominees			16
Stockholder Recommendations for Nominations to the Board of Directors			16
Communications with the Board of Directors			17
Corporate Governance Guidelines and Code of Business Conduct and Ethics			17
Insider Trading Policy			17
Stockholder Engagement			17
Risk Management			18
Outside Director Compensation Policy			18
Director Compensation for Fiscal Year 2025			22
PROPOSAL NO. 1 ELECTION OF DIRECTORS			24
Nominee			24
Vote Required			24
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			25
Fees Paid to the Independent Registered Public Accounting Firm			25
Auditor Independence			25
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			26
Vote Required			26
REPORT OF THE AUDIT COMMITTEE			27
PROPOSAL NO. 3 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS			28
Advisory Non-Binding Vote on Compensation of Named Executive Officers			28
Vote Required			28
EXECUTIVE OFFICERS			29
EXECUTIVE COMPENSATION			29
Compensation Discussion and Analysis			29
Corporate Governance Practices			31
Compensation-Setting Process			32


Elements of Executive Compensation			33
Change of Control and Severance Benefits			38
Other Benefits and Perquisites			38
Consideration of Stockholder Advisory Vote on Executive Compensation			39
Equity Ownership Guidelines			39
Compensation Recovery Policy			39
Policies and Practices Related to the Grant of Certain Equity Awards			39
Hedging and Pledging Prohibitions			40
Deductibility of Executive Compensation			40
Taxation of Parachute Payments and Deferred Compensation			40
Accounting for Stock-Based Compensation			40
Compensation Committee Report			41
Summary Compensation Table			41
Grants of Plan-Based Awards in Fiscal Year 2025			42
CEO Pay Ratio Disclosure			43
Pay Versus Performance			44
Outstanding Equity Awards at December 31, 2025			48
Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2025			50
Employment Arrangements			50
Potential Payments upon Termination or Change-In-Control			51
Securities Authorized for Issuance Under Equity Compensation Plans			52
BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK			54
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			56
Policies and Procedures for Transactions with Related Persons			56

Limitations on Director and Officer Liability and Indemnification			56

OTHER MATTERS			57
Fiscal Year 2025 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
Geoffrey Moore(1)(2)	II	79	Director	2012	2026	2029
Continuing Directors
Gerald Haines(1)	I	63	Director	2026	2028	—
Scott Keeney	I	61	President, Chief Executive Officer and Chairman	2000	2028	—
Camille Nichols(3)	I	69	Director	2020	2028	—
Mark Hartman(1)	III	52	Director	2025	2027	—
Bill Gossman(2)(3)(4)	III	64	Director	2016	2027	—
Gary Locke(2)	III	76	Director	2017	2027	—
Non-Continuing Directors
Bandel Carano(2)(3)(5)	II	64	Director	2001	2026	—
Raymond Link(1)(4)(5)	II	72	Director	2010	2026	—


Nominee for Director			Director Since
Geoffrey Moore has served as a member of our board of directors since September 2012, as chairperson of our nominating and corporate governance committee since October 2023, as a member of our audit committee since April 2019, and as a member of our compensation committee from December 2012 until February 2025. 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 was a venture partner at Mohr Davidow Ventures from February 1998 through December 2023 and served 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 currently serves on the boards of Phaidra.ai and WorkFusion. 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
Bill Gossman has served as the chairperson of our compensation committee since October 2023, as lead independent director since April 2022, 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 a member of our nominating and corporate governance committee since June 12, 2025, as the chairperson of our information and technology security committee from January 2021 to June 2022, and, as a member of our information and technology security committee since June 2022. Additionally, 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 from April 2009 to 2018. 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 from May 2018 to December 2024, 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 with the AT&T Custom Electronic Systems unit of Bell Laboratories, 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


Gerald ("Gerry") Haines has served as a member of our board of directors and as a member of our audit committee since January 2026. Mr. Haines is currently Chief Financial Officer of Noble Supply & Logistics, LLC, a global procurement and supply chain management company. From 2022 to 2025, Mr. Haines served as Chief Financial Officer of Metabolon, a company that creates and sells industry-leading tools for metabolomics analysis. Prior to that, he was Executive Vice President and CFO of Impulse Dynamics, a global medical device company committed to improving the lives of people with heart failure, from 2019 to 2022. Prior to that, Mr. Haines held multiple senior leadership roles at Mercury Systems, including CFO and head of corporate development, where he helped drive substantial revenue and earnings growth, operational scaling, and strategic acquisitions in the aerospace and defense sector. His earlier career includes executive roles at Verenium, Enterasys Networks, and Applied Extrusion Technologies, where he led major transactions, corporate restructurings, governance initiatives, and global operational programs. Mr. Haines holds a J.D. from Cornell Law School and a B.S. in Business Administration from Boston University. We believe Mr. Haines’ extensive senior management and business experience, including his most recent experience as a public company CFO in the Aerospace and Defense Industry, qualifies him to serve on our board.			2026
Mark Hartman has served as a member of our board of directors and our audit committee since June 2025. Mr. Hartman is a retired CFO from Woodward Inc., a publicly traded Aerospace and Industrial company. Mr. Hartman spent 16 years at Woodward, beginning in 2007 as the Vice President Corporate Controller and held multiple senior finance roles before his promotion to Chief Financial Officer in 2021 until he retired in 2023. Mr. Hartman started his career in 1995 in the audit practice of Arthur Andersen and then transferred to the business consulting practice, finishing as a Manager in 2001. In 2002, he joined Advanced Energy Industries, a publicly traded power conversion company serving the semiconductor industry, as the Director of Accounting Services and also served as the interim Chief Financial Officer from 2005 to 2006. Mark is a retired CPA, earned his M.B.A. from Northwestern University Kellogg School of Management and his B.B.A. in accounting from Western Michigan University. We believe Mr. Hartman's financial and accounting expertise, including his service as a chief financial officer of a public company, qualifies him to serve on our board.			2025
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


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. Mr. Locke previously served as the chairperson of our nominating and corporate governance committee from February 2018 to September 2023. 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 board of directors of AMC Entertainment Holdings, Inc., an American movie theater chain, and served on the board of directors of Port Blakely Tree Farms, a family-owned timber company from August 2019 to June 2022. 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 served as the interim President of Bellevue College in Bellevue, Washington from June 2020 to July 2023. 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
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. Ms. Nichols also served as the Interim President of nLIGHT DEFENSE Systems, Inc. from April 2024 to December 2024. 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


Directors			Status
Scott Keeney			Not independent
Bandel Carano(1)			Independent
Bill Gossman			Independent
Gerald Haines			Independent
Mark Hartman			Independent
Raymond Link(1)			Independent
Gary Locke			Independent
Geoffrey Moore			Independent
Camille Nichols			Not independent


2025 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			$20,000
Member of the audit committee			$2,000
Annual Fees for Compensation Committee
Chairperson of the compensation committee			$15,000
Member of the compensation committee			$1,500
Annual Fees for Nominating and Corporate Governance Committee
Chairperson of the nominating and corporate governance committee			$10,000
Member of the nominating and corporate governance committee			$1,000
Annual Fees for Information Technology Security Committee
Chairperson of the information technology security committee			$15,000
Member of the information technology security committee			$1,000


Annual Fees Increased Effective April 1, 2026			Amount after Increase
Annual Fees for Board
Outside director			$60,000
Annual Fees for Lead Independent Director
Lead independent director			$22,500
Annual Fees for Audit Committee
Chairperson of the audit committee			$22,500
Member of the audit committee			$10,000
Annual Fees for Compensation Committee
Chairperson of the compensation committee			$17,000
Member of the compensation committee			$7,500
Annual Fees for Nominating and Corporate Governance Committee
Chairperson of the nominating and corporate governance committee			$11,250
Member of the nominating and corporate governance committee			$5,000
Annual Fees for Information Technology Security Committee
Chairperson of the information technology security committee			$17,000
Member of the information technology security committee			$7,500
Value of Annual Award of RSUs			$160,000
Value of Initial Award of RSUs for new non-employee directors			$160,000


Name	Fees Earned or Paid in Cash($)(1) (2)		Stock Awards($) (3)		All Other Compensation($)		Total ($)
Bandel Carano (4)	$	32,253	$	80,000	$	—	$	112,253
Douglas Carlisle (5)	—		—		—		—
Bill Gossman	51,553		80,000		—		131,553
Mark Hartman	17,710		120,000		—		—
Raymond Link (4)	51,500		80,000		—		131,500
Gary Locke	31,000		80,000		—		111,000
Geoffrey Moore	43,500		80,000		—		123,500
Camille Nichols	45,000		80,000		—		125,000


Name	Fees Earned in Cash and Paid in RSUs($)
Bandel Carano	$	31,000
Douglas Carlisle	—
Bill Gossman	51,000
Mark Hartman	—
Raymond Link	—
Gary Locke	31,000
Geoffrey Moore	43,500
Camille Nichols	45,000


	2025		2024
Audit fees(1)(3)	$	1,774	$	1,714
Audit-related fees	—		—

Tax fees	—		—
All other fees(2)	2		2
Total fees	$	1,776	$	1,716


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 2025. 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
Cohu	Impinj	SkyWater Technology
CTS Corporation	Knowles	Veeco Instruments
FARO Technologies	Ouster	VPG


Named Executive Officer	2025 Target Cash Incentive as a % of Base Salary	2024 Target Cash Incentive as a % of Base Salary
Scott Keeney	100%	100%
Joseph Corso	65%	65%


Name	Shares Subject to Options	Restricted Stock Units
Bandel Carano	—	4,634
Douglas Carlisle	—	—
Bill Gossman	25,000	4,634
Mark Hartman	—	6,593
Raymond Link	500	4,634
Gary Locke	69,725	4,634
Geoffrey Moore	—	4,634
Camille Nichols	—	4,634


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 160% of the target, and we limit our performance-based equity incentive awards to 200% of the target. The special PRSU grant in August 2025 does not have a multiplier. Pay-for-Performance. Named executive officer compensation is heavily weighted toward at-risk performance-based compensation, with cash incentives based upon achievement of financial targets and performance-based equity being earned based upon achievement of 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. Clawback Policy. The compensation committee has adopted a compensation recovery policy that is intended to comply with the requirements of the Exchange Act and NASDAQ listing standard. Our policy 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 with any financial reporting requirement under applicable securities laws.



2025 Financial Targets	Target	Actual	Weight	Achievement
Revenue (in millions)	$222.9	$261.3	50%	117%

Adjusted EBITDA (in millions) (1)	$0.0	$31.2	50%	200%

Total			100%	159%


Named Executive Officer	2025 Annual Time-Based RSUs (#)	2025 Annual Performance-Based RSUs (#)(1)	2025 Special Performance-Based RSUs (#)(2)
Scott Keeney	150,000	150,000	1,200,000
Joseph Corso	50,000	50,000	100,000


Name and Principal Position	Year	Salary($)		Bonus($)		Stock Awards($)(1)		Non-equity Incentive Plan Compensation($)(2)		All Other Compensation($)(3)		Total($)
Scott Keeney	2025	$	476,808	$	—	$	36,086,000	$	756,217	$	14,164	$	37,333,189
President and Chief Executive Officer	2024	454,077		—		4,672,500		—		12,499		5,139,076
	2023	438,000		—		3,523,500		50,370		12,294		4,024,164
Joseph Corso	2025	326,510		—		$	4,397,664	336,599		13,600		5,074,373
Chief Financial Officer	2024	310,961		—		1,557,500		—		9,813		1,878,274
	2023	300,000		—		1,174,500		22,425		9,481		1,506,406


Name	Grant date for Stock and Option Awards	Estimated Future Payouts Under Non-Equity Incentive Plan Awards					Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stocks or Units	Grant Date Fair Value of Stock and Option Awards ($)
		Threshold ($)(1)	Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Scott Keeney		—	$	476,808	$	762,893	—	—	—	—	$	—
	5/22/2025	—	—		—		75,000	150,000	300,000	—	3,429,000
	5/22/2025	—	—		—		—	—	—	150,000	2,133,000
	8/13/2025	—	—		—		—	1,200,000	1,200,000	—	30,524,000
Joseph Corso		—	212,232		339,570		—	—	—	—	—
	5/22/2025	—	—		—		25,000	50,000	100,000	—	1,143,000
	5/22/2025	—	—		—		—	—	—	50,000	711,000
	8/13/2025	—	—		—		—	100,000	100,000	—	2,543,664


									Value of Initial Fixed $100 Investment
Year	Summary Compensation Table Total for PEO(1)(2)		Compensation Actually Paid to PEO(1)(3)		Average Summary Compensation Table Total for Non-PEO NEOs(1), (2)		Average Compensation Actually Paid to Non-PEO NEOs(1), (3)		Company Total Shareholder Return(4)		Peer Group Total Shareholder Return(5)		Net Loss (in thousands)(6)		Total Revenue (in thousands)(7)
2025	$	37,333,189	$	88,597,639	$	5,074,373	$	18,836,913	$	115	$	194	$	(23,467)	$	261,330
2024	5,139,076		1,176,578		1,878,274		501,954		52		143		(60,792)		198,548
2023	4,024,164		7,697,077		1,506,406		2,749,232		67		130		(41,670)		209,921
2022	3,419,436		(2,827,678)		840,049		(2,323,427)		50		110		(54,579)		242,058
2021	5,741,065		2,568,562		2,286,632		430,621		118		138		(29,669)		270,146


Year	PEO	Non-PEO NEOs
2025	Scott Keeney	Joseph Corso
2024	Scott Keeney	Joseph Corso
2023	Scott Keeney	Joseph Corso
2022	Scott Keeney	Ran Bareket, Joseph Corso
2021	Scott Keeney	Ran Bareket


	Fiscal Year 2025 (For PEO)		Fiscal Year 2025 (Average For Non-PEO NEOs)
PEO Summary Compensation Table Total(a)	$	37,333,189	$	5,074,373
Minus: Grant Date Fair Value of Equity Awards Granted in the Fiscal Year(b)	(36,085,997)		(4,397,666)
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year(c)	61,315,275		9,309,142
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years(c)	20,021,127		6,741,259
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year(c)	—		—
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year(c)	6,014,045		2,109,805


Total adjustments	51,264,450		13,762,540
Compensation Actually Paid	$	88,597,639	$	18,836,913


Assumption						2025
Volatility						61.15% - 75.63%
Dividend Yield						0%
Risk-Free Rate						3.42% - 3.74%
Correlation Coefficient						0.4892 - 0.6739


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	31,748	—	$	1.10	07/01/2026	—		—		—		—
	99,706	—	1.45		06/02/2027	—		—		—		—
	263,794	—	1.45		06/02/2027	—		—		—		—
						12,501	(6)	$	468,913	150,000	(9)	$	5,626,500
						62,520	(7)	2,345,125		150,000	(10)	5,626,500
						150,000	(8)	5,626,500		150,000	(11)	5,626,500
								—		1,200,000	(12)	45,012,000
Joseph Corso	—	—	—		—	2,500	(5)	93,775		50,000	(9)	1,875,500
	—	—	—		—	4,167	(6)	156,304		50,000	(10)	1,875,500
	—	—	—		—	20,840	(7)	781,708		50,000	(11)	1,875,500

SEC Form DEF 14A filed by nLIGHT Inc.