NLIGHT INC

The compensation committee is responsible for determining our executive compensation philosophy, objectives, policies and programs and retains authority to determine all matters of compensation and benefits for our named executive officers. With respect to our named executive officers, the compensation committee reviews and approves their annual base salaries, cash incentive opportunities and payments, long-term equity compensation opportunities and payments and other compensation, if any.

Our chief executive officer provides input with respect to adjustments to annual base salaries, annual cash incentive opportunities, long-term equity incentive compensation opportunities, program structures and other compensation-related matters for our named executive officers (other than with respect to his own compensation). The compensation committee reviews and discusses these recommendations and proposals with our chief executive officer and uses them as one factor in determining and approving the compensation for our named executive officers.

The independent compensation consultants hired by the compensation committee for 2023 compensation decisions, Semler Brossy, were retained directly by the compensation committee. Our independent compensation consultant works directly with the compensation committee, and not on behalf of our management, to provide advice and recommendations on competitive market practices and input on specific compensation decisions.

Peer Group

The compensation committee examines the compensation practices of a defined peer group of companies, supplemented by survey data using similar peer group parameters, to assess the competitiveness of the elements of our executive officer compensation programs. The compensation committee completed its annual review of our peer group, consulting with Semler Brossy and taking into consideration changes in our market capitalization and the perspectives of outside investors and governance advisory groups. Based on this review in 2023, the only change to our peer group was removal of NeoPhotonics Corporation, due to its acquisition in 2022. In reviewing the specific companies, the compensation committee considered objective criteria, such as industry, market capitalization, revenues and headcount, as well as stage of the company and if the company considered us a peer. The revised peer group consisted of 14 companies for the purposes of evaluating the competitiveness of our executive officer compensation in 2023. Our peer group includes companies in related industries with market capitalization ranging from approximately 0.4x to 5.0x our market capitalization and revenues ranging between approximately 0.1x and 5.0x our annual revenues, as of the date of the analysis in 2023.

2023 Peer Group

The compensation committee used the competitive market data to inform its judgment about 2023 executive compensation decisions but did not benchmark or target compensation of any executive officer to a specific percentile.