nLIGHT (LASR) Proxy filing summary

Executive summary

• Achieved record 2025 revenue of $261 million, up 32% year-over-year, with aerospace and defense revenue growing 60% to $175 million.

• Gross margins expanded to 30% from 17% in 2024; operating cash flow improved to $21 million from negative $2.4 million.

• Entered 2026 with $162 million in funded backlog and raised $200 million in a follow-on offering to accelerate product launches and expand U.S. manufacturing.

• Strategic focus on directed energy, laser sensing, and advanced manufacturing, with a shift to additive manufacturing and exit from commoditized markets.

Voting matters and shareholder proposals

• Shareholders will vote on electing one Class II director (Geoffrey Moore) for a term ending 2029.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory, non-binding vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members (seven independent), moving to seven after the meeting.

• Board divided into three staggered classes; Geoffrey Moore nominated for re-election.

• Lead independent director structure in place; Bill Gossman serves as lead independent director.

• Four standing committees: audit, compensation, nominating and corporate governance, and information and technology security.

• Board and committees met regularly in 2025; all directors attended at least 75% of meetings.