CEO Scott Graeff was paid $1,717,672 in fiscal year 2022 (SEC filing 0001564590-23-005999 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,717,672 Scott Graeff total, FY2022 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Scott Graeff | $450,000 | $0 | $850,007 | $0 | $394,650 | $0 | $23,015 | $1,717,672 |
| President, Chief Executive Officer, Treasurer and Secretary | ||||||||
| Eugene Nestro | 325,000 | 0 | 794,922 | 0 | 142,350 | 0 | 17,340 | 1,279,612 |
| Chief Financial Officer | ||||||||
| Brian Soller | 290,000 | 0 | 753,002 | 0 | 117,450 | 0 | 8,304 | 1,168,756 |
| Chief Technology Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2022 total | FY2021 total | FY2020 total | Δ FY2021→2022 |
|---|---|---|---|---|
| Scott Graeff | $1,717,672 | $1,115,683 | — | ↑ +601,989 |
| Eugene Nestro | 1,279,612 | 608,461 | — | ↑ +671,151 |
| Brian Soller | 1,168,756 | 541,057 | — | ↑ +627,699 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Brian Soller | RSU | 3,900 | — | $34,281 |
| Brian Soller | PSU | 6,944 | — | 61,038 |
| Eugene Nestro | RSU | 6,519 | — | 57,302 |
| Scott Graeff | PSU | 27,455 | — | 241,329 |
| Scott Graeff | RSU | 15,159 | — | 133,248 |
| Scott Graeff | PSU | 10,675 | — | 93,833 |
| Eugene Nestro | RSU | 16,597 | — | 145,888 |
| Eugene Nestro | PSU | 8,478 | — | 74,522 |
| Eugene Nestro | RSU | 100,000 | — | 879,000 |
| Brian Soller | RSU | 100,000 | — | 879,000 |
| Scott Graeff | RSU | 54,910 | — | 482,659 |
| Brian Soller | RSU | 13,889 | — | 122,084 |
| Scott Graeff | RSU | 13,217 | — | 116,177 |
| Scott Graeff | PSU | 11,363 | — | 99,881 |
| Brian Soller | RSU | 6,140 | — | 53,971 |
| Eugene Nestro | RSU | 5,200 | — | 45,708 |
| Eugene Nestro | PSU | 4,886 | — | 42,948 |
| Brian Soller | PSU | 4,602 | — | 40,452 |
| Eugene Nestro | PSU | 4,200 | — | 36,918 |
| Brian Soller | PSU | 3,150 | — | 27,689 |
The Company is a smaller reporting company committed to providing information necessary to help stockholders understand its executive compensation-related decisions, including supplemental narrative describing the 2022 executive compensation program for named executive officers.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pearl Meyer |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Richard W. RoedelIndependent · Compensation · Nominating and Governance · Risk (Chair) | $82,750 | $113,000 | — | — | — | $195,750 |
| Gary SpiegelIndependent · Compensation (Chair) · Nominating and Governance · Risk | 61,750 | 63,000 | — | — | — | 124,750 |
| Warren B. PhelpsIndependent · Audit (Chair) · Compensation · Risk | 61,750 | 63,000 | — | — | — | 124,750 |
| Mary Beth VitaleIndependent · Audit · Nominating and Governance (Chair) · Risk | 59,750 | 63,000 | — | — | — | 122,750 |
| Pamela CoeIndependent · Audit · Nominating and Governance | 48,750 | 63,000 | — | — | — | 111,750 |
| N. Leigh AndersonIndependent · Audit · Compensation | 48,750 | 63,000 | — | — | — | 111,750 |
| Annual cash retainer | $42,000 |
|---|---|
| Annual equity retainer | $63,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 15,000 / 11,000 |
| Stock ownership guideline | — |
| Component | FY2022 |
|---|---|
| Cash retainers and fees | $363,500 |
| Equity awards (grant-date value) | $428,000 |
| All other compensation | $0 |
| Total cost of the board | $791,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Luna Innovations names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Luna Innovations.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | nLight, Inc. | 2025 | Scott Keeney | $476,808 | $36,086,000 | $0 | $756,217 | $37,333,189 |
| 2 | Mesa Laboratories, Inc. | 2026 | Gary Owens | 808,846 | 4,700,017 | 0 | 1,120,000 | 6,643,208 |
| 3 | Axcelis Technologies, Inc. | 2025 | Russell Low | 608,654 | 3,852,701 | 0 | 627,522 | 5,100,394 |
| 4 | Applied Optoelectronics, Inc. | 2025 | Chih-Hsiang (Thompson) Lin | 828,657 | 2,837,667 | 0 | 1,009,087 | 4,769,014 |
| 5 | Veeco Instruments Inc. | 2025 | William Miller | 680,961 | 3,931,130 | 0 | 0 | 4,624,824 |
| 6 | Vishay Precision Group, Inc. | 2025 | Ziv Shoshani | 743,235 | 1,300,661 | 0 | 0 | 2,279,041 |
| 7 | NAPCO Security Technologies, Inc. | 2025 | Richard Soloway | 960,920 | 0 | 0 | 0 | 1,734,903 |
| 8 | Luna Innovations | 2022 | Scott Graeff | 450,000 | 850,007 | 0 | 394,650 | 1,717,672 |
| 9 | AXT, Inc. | 2025 | Morris Young | 479,000 | 983,482 | 0 | 172,900 | 1,673,404 |
| 10 | Clearfield, Inc. | 2025 | Cheryl Beranek | 460,000 | 999,986 | 0 | 131,511 | 1,613,404 |
| 11 | CyberOptics Corporation | 2021 | Subodh Kulkarni | 424,500 | 193,050 | 208,513 | 587,000 | 1,422,279 |
| 12 | Intevac, Inc. | 2023 | Nigel Hunton | 549,994 | 649,440 | 0 | 180,000 | 1,381,434 |
| 13 | Emcore Corporation | 2023 | Jeffrey Rittichier | 500,000 | 686,190 | 0 | 0 | 1,210,046 |
| 14 | Iteris, Inc. | 2023 | Joe Bergera | 445,000 | 218,504 | 247,386 | 212,461 | 1,141,479 |
| 15 | DZS Inc. | 2023 | Charles Vogt | 600,000 | 0 | 0 | 0 | 636,227 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Luna Innovations | not disclosed | not disclosed | not disclosed | Pearl Meyer |
| Applied Optoelectronics, Inc. | 104.8% | PSU 50 · RSU 50 | Yes — Relative TSR vs. 2025 Peer Group | Aon |
| Axcelis Technologies, Inc. | 103.1% | RSU 50 · PRSU 50 | No | Pearl Meyer |
| AXT, Inc. | not disclosed | RSU 100 | not disclosed | Compensia |
| Clearfield, Inc. | 29% | RSU 50 · PSU 50 | No | Compensia |
| CyberOptics Corporation | not disclosed | not disclosed | not disclosed | None |
| DZS Inc. | not disclosed | not disclosed | not disclosed | Aon |
| Emcore Corporation | not disclosed | RSU 71 · PSU 29 | No | Compensia |
| Intevac, Inc. | 32.7% | PSU 60 · RSU 40 | No | Aon Human Capital Solutions |
| Iteris, Inc. | 60% | Options 50 · RSU 25 · PSU 25 | No | FW Cook |
| Mesa Laboratories, Inc. | 125% | PSU 50 · RSU 50 | No | Frederic W. Cook & Co, Inc. |
| NAPCO Security Technologies, Inc. | not disclosed | Option 100 | not disclosed | not disclosed |
| nLight, Inc. | 159% | RSU 50 · PSU 50 | No | Compensia |
| Veeco Instruments Inc. | not disclosed | PSU 65 · RSU 35 | No | Compensation Strategies, Inc. |
| Vishay Precision Group, Inc. | not disclosed | not disclosed | No | EY Parthenon |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Scott Graeff | DEF 14A | 2023-04-20 | 0001564590-23-005999 | Section “Summary Compensation Table” · page 43. As printed: 1,717,672. Filing ↗machine: span 867912–867921 |
| 2 | Section 01, Eugene Nestro | DEF 14A | 2023-04-20 | 0001564590-23-005999 | Section “Summary Compensation Table” · page 43. As printed: 1,279,612. Filing ↗machine: span 902101–902110 |
| 3 | Section 01, Brian Soller | DEF 14A | 2023-04-20 | 0001564590-23-005999 | Section “Summary Compensation Table” · page 43. As printed: 1,168,756. Filing ↗machine: span 936173–936182 |
| 4 | Section 08, Richard W. Roedel | DEF 14A | 2023-04-20 | 0001564590-23-005999 | Section “Director Compensation”. As printed: 195,750. Filing ↗machine: span 394495–394727 |
| 5 | Section 08, Gary Spiegel | DEF 14A | 2023-04-20 | 0001564590-23-005999 | Section “Director Compensation”. As printed: 124,750. Filing ↗machine: span 401495–401727 |
| 6 | Section 08, Warren B. Phelps | DEF 14A | 2023-04-20 | 0001564590-23-005999 | Section “Director Compensation”. As printed: 124,750. Filing ↗machine: span 408504–408736 |
| 7 | Section 08, Mary Beth Vitale | DEF 14A | 2023-04-20 | 0001564590-23-005999 | Section “Director Compensation”. As printed: 122,750. Filing ↗machine: span 422513–422745 |
| 8 | Section 08, Pamela Coe | DEF 14A | 2023-04-20 | 0001564590-23-005999 | Section “Director Compensation”. As printed: 111,750. Filing ↗machine: span 430123–430355 |
| 9 | Section 08, N. Leigh Anderson | DEF 14A | 2023-04-20 | 0001564590-23-005999 | Section “Director Compensation”. As printed: 111,750. Filing ↗machine: span 415509–415741 |
| 10 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 11 | Section 09b board cost (computed) | Computed | — | — | Cash 363,500 + equity 428,000 + all other 0 = 791,500, summed across the director compensation table rows.machine: formula: Σ = 791,500 |
| 12 | nLight, Inc., Section 10b CEO total | DEF 14A | 2026-04-24 | 0001124796-26-000018 | CEO total compensation as printed in nLight, Inc.'s own proxy. As printed: 37,333,189. Filing ↗machine: span 525389–525399 |
| 13 | Mesa Laboratories, Inc., Section 10b CEO total | DEF 14A | 2026-07-22 | 0000724004-26-000071 | CEO total compensation as printed in Mesa Laboratories, Inc.'s own proxy. As printed: 6,643,208. Filing ↗machine: r3 · c24 · span 580946–580955 |
| 14 | Axcelis Technologies, Inc., Section 10b CEO total | DEF 14A | 2026-03-31 | 0001104659-26-037356 | CEO total compensation as printed in Axcelis Technologies, Inc.'s own proxy. As printed: 5,100,394. Filing ↗machine: span 566992–567001 |
| 15 | Applied Optoelectronics, Inc., Section 10b CEO total | DEF 14A | 2026-04-24 | 0001104659-26-048559 | CEO total compensation as printed in Applied Optoelectronics, Inc.'s own proxy. As printed: 4,769,014. Filing ↗machine: r1 · c19 · span 965927–965936 |
| 16 | Veeco Instruments Inc., Section 10b CEO total | DEF 14A | 2026-03-19 | 0001104659-26-032085 | CEO total compensation as printed in Veeco Instruments Inc.'s own proxy. As printed: 4,624,824. Filing ↗machine: r1 · c57 · span 726251–726260 |
| 17 | Vishay Precision Group, Inc., Section 10b CEO total | DEF 14A | 2026-04-09 | 0001437749-26-011815 | CEO total compensation as printed in Vishay Precision Group, Inc.'s own proxy. As printed: 2,279,041. Filing ↗machine: span 674953–674962 |
| 18 | NAPCO Security Technologies, Inc., Section 10b CEO total | DEF 14A | 2025-10-24 | 0001140361-25-039260 | CEO total compensation as printed in NAPCO Security Technologies, Inc.'s own proxy. As printed: 1,734,903. Filing ↗machine: r2 · c18 · span 249254–249263 |
| 19 | Luna Innovations (subject), Section 10b CEO total | DEF 14A | 2023-04-20 | 0001564590-23-005999 | CEO total compensation as printed in Luna Innovations's own proxy. As printed: 1,717,672. Filing ↗machine: span 867912–867921 |
| 20 | AXT, Inc., Section 10b CEO total | DEF 14A | 2026-03-31 | 0001437749-26-010661 | CEO total compensation as printed in AXT, Inc.'s own proxy. As printed: 1,673,404. Filing ↗machine: r6 · c28 · span 442207–442216 |
| 21 | Clearfield, Inc., Section 10b CEO total | DEF 14A | 2026-01-15 | 0001171843-26-000288 | CEO total compensation as printed in Clearfield, Inc.'s own proxy. As printed: 1,613,404. Filing ↗machine: t49 · r1 · c8 · span 425387–425396 |
| 22 | CyberOptics Corporation, Section 10b CEO total | DEF 14A | 2022-03-28 | 0000897101-22-000324 | CEO total compensation as printed in CyberOptics Corporation's own proxy. As printed: 1,422,279. Filing ↗ |
| 23 | Intevac, Inc., Section 10b CEO total | DEF 14A | 2024-04-10 | 0001193125-24-091334 | CEO total compensation as printed in Intevac, Inc.'s own proxy. As printed: 1,381,434. Filing ↗ |
| 24 | Emcore Corporation, Section 10b CEO total | DEF 14A | 2024-01-26 | 0001193125-24-016707 | CEO total compensation as printed in Emcore Corporation's own proxy. As printed: 1,210,046. Filing ↗machine: span 341672–341681 |
| 25 | Iteris, Inc., Section 10b CEO total | DEF 14A | 2023-07-28 | 0001628280-23-026101 | CEO total compensation as printed in Iteris, Inc.'s own proxy. As printed: 1,141,479. Filing ↗machine: r2 · c48 · span 491821–491830 |
| 26 | DZS Inc., Section 10b CEO total | DEF 14A | 2024-08-13 | 0000950170-24-096409 | CEO total compensation as printed in DZS Inc.'s own proxy. As printed: 636,227. Filing ↗machine: r2 · c32 · span 3070099–3070106 |
| 27 | Section 10a, Applied Optoelectronics, Inc. reciprocity | DEF 14A | — | 0001104659-26-048559 | Applied Optoelectronics, Inc.'s most recent proxy was read; its disclosed peer group does not include Luna Innovations. Filing ↗ |
| 28 | Section 10a, Veeco Instruments Inc. reciprocity | DEF 14A | — | 0001104659-26-032085 | Veeco Instruments Inc.'s most recent proxy was read; its disclosed peer group does not include Luna Innovations. Filing ↗ |
| 29 | Section 10a, DZS Inc. reciprocity | DEF 14A | — | 0000950170-24-096409 | DZS Inc.'s most recent proxy was read; its disclosed peer group does not include Luna Innovations. Filing ↗ |
| 30 | Section 10a, AXT, Inc. reciprocity | DEF 14A | — | 0001437749-26-010661 | AXT, Inc.'s most recent proxy was read; its disclosed peer group does not include Luna Innovations. Filing ↗ |
| 31 | Section 10a, nLight, Inc. reciprocity | DEF 14A | — | 0001124796-26-000018 | nLight, Inc.'s most recent proxy was read; its disclosed peer group does not include Luna Innovations. Filing ↗ |
| 32 | Section 10a, Intevac, Inc. reciprocity | DEF 14A | — | 0001193125-24-091334 | Intevac, Inc.'s most recent proxy was read; its disclosed peer group does not include Luna Innovations. Filing ↗ |
| 33 | Section 10a, Mesa Laboratories, Inc. reciprocity | DEF 14A | — | 0000724004-26-000071 | Mesa Laboratories, Inc.'s most recent proxy was read; its disclosed peer group does not include Luna Innovations. Filing ↗ |
| 34 | Section 10a, Clearfield, Inc. reciprocity | DEF 14A | — | 0001171843-26-000288 | Clearfield, Inc.'s most recent proxy was read; its disclosed peer group does not include Luna Innovations. Filing ↗ |
| 35 | Section 10a, NAPCO Security Technologies, Inc. reciprocity | DEF 14A | — | 0001558370-22-015658 | NAPCO Security Technologies, Inc.'s most recent proxy was read; its disclosed peer group does not include Luna Innovations. Filing ↗ |
| 36 | Section 10a, Vishay Precision Group, Inc. reciprocity | DEF 14A | — | 0001437749-26-011815 | Vishay Precision Group, Inc.'s most recent proxy was read; its disclosed peer group does not include Luna Innovations. Filing ↗ |
| 37 | Section 10a, Iteris, Inc. reciprocity | DEF 14A | — | 0001628280-23-026101 | Iteris, Inc. names Luna Innovations in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 38 | Section 10a, Axcelis Technologies, Inc. reciprocity | DEF 14A | — | 0001104659-26-037356 | Axcelis Technologies, Inc.'s most recent proxy was read; its disclosed peer group does not include Luna Innovations. Filing ↗ |
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