Luminar's board of directors, committees and auditors, 2020–2026

analysisAustin Russell sat on Luminar's board from the December 2020 merger until April 6, 2026. The 2025 proxy statement describes him as chairperson and a board member from December 2020, dating the two roles together as "December 2020 to May 2025", yet still lists him as a Class III director after he stepped down as chief executive in May 2025; because the same proxy lists him as a continuing director and the April 2026 Form 8-K names him among the directors whose service ended then, the May 2025 end date applies to the chair role only. Matthew J. Simoncini, a director from December 2020, had served on Legacy Luminar's board since June 2020 and was elected Lead Independent Director in February 2025. Mary Lou Jepsen and Katharine A. Martin joined the board on February 8, 2021, and Jun Hong Heng and Shaun Maguire on June 9, 2021, the day Scott A. McGregor and Benjamin J. Kortlang left it, according to the 2022 proxy statement. ^{1 2}

analysisIn the 2022 proxy statement the Audit Committee consisted of Matthew J. Simoncini, its chair and designated audit committee financial expert, Jun Hong Heng and Shaun Maguire. On October 2, 2024 the board approved forming a special committee to consider a potential acquisition of the company and certain other transactions, according to the disclosure statement filed in the Chapter 11 case, and Dominick Schiano was appointed to the board effective November 13, 2024. ^{2 3 1 4}

analysisIn June 2025 the board had nine directors in three classes with staggered three-year terms: Class I, Shaun Maguire, Katharine A. Martin and Paul Ricci; Class II, Alec E. Gores, Matthew J. Simoncini and Daniel D. Tempesta; Class III, Mary Lou Jepsen, Austin Russell and Dominick Schiano. The 2025 proxy statement says the board determined that seven of the nine were independent under Nasdaq rules, every director other than Ricci, the chief executive officer, and Russell, chief executive officer until May 14, 2025. Tempesta chaired the Audit Committee, with Simoncini and Schiano, all three designated audit committee financial experts; the committee met 12 times in 2024, and its charter duties included overseeing compliance with the Code of Business Conduct and Ethics and reviewing related party transactions. Martin chaired the Compensation & Human Capital Management Committee with Jepsen and Simoncini, and Jepsen chaired the Nominating & ESG Committee, which met three times in 2024, with Maguire and Martin; Simoncini was also Lead Independent Director. ¹

analysisJun Hong Heng resigned from the board with immediate effect on May 14, 2025. The company's Form 8-K placed the resignation after the Audit Committee inquiry disclosed the same day and stated that his decision was not due to any disagreement with the company on its operations, policies or practices; the filing does not say what part, if any, Heng had in the matters the committee reviewed. ^{1 2}

analysisOn November 12, 2025 the board appointed Patricia Ferrari as a Class I director and Elizabeth Abrams as a Class II director, effective immediately, and named both to its special investigation committee and special transactions committee. The Form 8-K stated that neither had an arrangement with any other person about the appointment, a family relationship with a director or executive officer, or an interest in a company transaction reportable under Item 404(a). According to the 2025 annual report, Abrams and Ferrari were paid a monthly fee of $50,000, with at least six months guaranteed, plus $7,500 for each day on which they spend more than four hours on legal or dispute matters arising after their service, such as depositions, hearing preparation or mediation. The other non-employee directors received $12,500 a quarter for board service, plus committee fees, and annual restricted stock units worth $200,000, which Abrams and Ferrari did not receive. ^{3 4 5}

analysisThe board ended with the liquidation plan. When the confirmed Chapter 11 plan took effect on April 6, 2026, the eleven directors then serving, Paul Ricci, Austin Russell, Elizabeth Abrams, Patricia Ferrari, Alec E. Gores, Mary Lou Jepsen, Shaun Maguire, Katharine A. Martin, Dominick Schiano, Matthew J. Simoncini and Daniel D. Tempesta, all ceased to be directors, and the remaining officers left office that day. ⁶

analysisOn March 31, 2025 the Audit Committee dismissed Deloitte & Touche LLP as Luminar's independent registered public accounting firm and approved the engagement of KPMG LLP for the 2025 fiscal year. Deloitte's reports on the 2023 and 2024 financial statements contained no adverse opinion or disclaimer and were not qualified or modified, and the company reported no disagreements with Deloitte on accounting or auditing matters through March 31, 2025. The 2025 annual report shows audit fees of $1,144,000 billed by KPMG for 2025, and fees of $2,587,000 billed by Deloitte for 2024: $2,122,000 in audit fees, $454,000 in audit-related fees, $9,000 in tax fees and $2,000 in other fees. In its statement of financial affairs filed on January 9, 2026, the subsidiary Luminar, LLC listed Deloitte (from April 28, 2020), BDO (from September 1, 2020) and KPMG (from January 1, 2025) as firms that had audited, compiled or reviewed its books or prepared a financial statement in the two years before the bankruptcy filing, each shown as continuing to the filing. ^{1 2 3}

analysisPaul Ricci joined Luminar's board in May 2025. According to the 2025 proxy statement he had been an adviser to Lightspeed Venture Partners since 2019 and to Warburg Pincus LLC from 2018 to 2020, chief executive officer of the electronic health records software company Qualifacts from 2020 to 2023, and chairman of Nuance Communications, Inc. from March 1999 to March 2018, also serving as its chief executive officer from August 2000 to March 2018. From May 1992 to August 2000 he held several positions at Xerox Corporation, including President of its Desktop Systems Division, and he has served on the boards of Nuance, Personalis, Inc., Intelligent Medical Objects and SOC Telemed, Inc. SEC ownership records list him as a director and chief executive officer of Luminar, a director of Personalis and a director, chief executive officer and chairman of Nuance (formerly ScanSoft). ^{1 2 3 4}

analysisAlec E. Gores, a director from December 2020, is the chairman and chief executive officer of The Gores Group, the investment firm he founded in 1987. Matthew J. Simoncini was chief financial officer of Lear Corporation from September 2007 to September 2011 and its president, chief executive officer and a director from September 2011 until February 2018. He sat on the boards of Cooper-Standard Holdings Inc. from August 2018 to May 2020 and of Kensington Capital Acquisition Corp., a blank-check company focused on the automotive sector, from June 2020 to December 2022. Besides Luminar, SEC ownership records list him as a director of Cooper-Standard Holdings, Kensington Capital Acquisition Corp. II, Kensington Capital Acquisition Corp. IV (now Amprius Technologies, Inc.), Kensington Capital Acquisition Corp. VI and Kensington Capital Acquisition Corp. (now QuantumScape Corp), and as an officer of Lear with the title Vice President of Global Finance. ^{1 5 4}

analysisDaniel D. Tempesta joined the board in August 2022. He was executive vice president and chief financial officer of Nuance Communications, Inc. from 2015 to December 2023, including through its acquisition by Microsoft in March 2022, and before that its senior vice president, chief accounting officer and corporate controller from 2008 to 2015; earlier he held positions at Teradyne, Inc., including corporate controller and chief accounting officer, from February 2004 to February 2008. On February 28, 2024 the board of Cerence Inc. appointed Tempesta its chief financial officer effective March 18, 2024, replacing Thomas Beaudoin, who resigned as Cerence's executive vice president and chief financial officer but remained on its board and stayed an employee until April 30, 2024; Beaudoin told Cerence that his resignation as an officer involved no disagreement on its accounting policies or internal controls. According to the directors' biographies, three people on Luminar's board in 2025 had earlier ties to Nuance: Ricci as its chairman and chief executive, Tempesta as its chief financial officer, and Katharine A. Martin, whom SEC ownership records list as a Nuance director. Earlier ties to the same company are a documented overlap, not evidence of any arrangement, and the board treated Tempesta and Martin as independent directors. ^{1 6 7}

analysisMary Lou Jepsen, a director from February 2021, has been chief executive officer, founder and chair of Openwater, a San Francisco medical diagnostics and wearable device company, since August 2016. She was Executive Director of Engineering at Facebook (now Meta) and head of display technologies at Oculus from January 2015 to August 2016, held a similar role at Google and X from 2012 to 2015, co-founded One Laptop per Child as its chief technology officer, and has served on the board of Lear Corporation since March 2016. In finding Martin independent, the board considered that Wilson Sonsini Goodrich & Rosati, the law firm she chairs, had provided minimal legal services to Luminar and to Austin Russell; the services ended before she joined the board in 2021 and were not to continue. SEC ownership records list Martin as an insider of two issuers only, as a director of each: Luminar and Nuance Communications, Inc. (formerly ScanSoft). ^{1 8 9 10 4}

analysisShaun Maguire, a director from June 2021, has been a general partner at Sequoia Capital since July 2019. He co-founded and chaired Expanse from May 2012 until its acquisition by Palo Alto Networks in December 2020, was a partner of GV from 2016 to 2019, co-founded Escape Dynamics, Inc. (2010 to 2015), and sits on the boards of Vise, AMP Robotics, Gather and Knowde. His SEC insider filings concern Luminar only; the last entry shown is a July 3, 2025 award of 61,576 Class A shares, after which he held 75,789 shares directly. ^{1 8 4 11}

analysisSEC ownership records also list Dominick Schiano as a director of Atlantic Coastal Acquisition Corp. II (now Abpro Holdings, Inc.), STR Holdings, Inc. and Material Sciences Corp, and as president of Verra Mobility Corp. Before joining Luminar's board, Patricia Ferrari was elected a Class III director of Talis Biomedical Corporation effective July 31, 2024 and made one of the two members of its Special Restructuring Committee, which was given authority over Talis's securities class action, a possible Chapter 11 filing and claims against its directors and officers. She had been an independent director of Cano Health, Inc. from December 2023 until its emergence from bankruptcy in June 2024, head of restructuring and remediation at MBIA Inc., and a lawyer who in 1993 became one of the founding partners of the New York office of King & Spalding. On March 4, 2026, while still a Luminar director, Elizabeth Abrams was appointed a director of Cumulus Media Inc., chosen from a slate of four nominees proposed by holders of Cumulus's 2029 notes under a restructuring support agreement, with expected pay of $40,000 a month during Cumulus's Chapter 11 cases and seats on its Transaction Committee and Audit Committee. SEC ownership records list Abrams, under the name Merrill Elizabeth Abrams, as a director of Luminar and, in an entry dated July 20, 2026, as a director of Getty Images Holdings, Inc. ^{12 13 14 15}

analysisSEC ownership records list Benjamin J. Kortlang and Scott A. McGregor as Luminar directors, each with an entry dated December 2, 2020. The same records list Kortlang as a director and more-than-10% owner of Enphase Energy, Inc. and of Silver Spring Networks Inc (now Itron Networked Solutions, Inc.). His Form 4 entries show 15,947,553 Luminar Class A shares acquired on December 2, 2020 and held indirectly, and indirect dispositions coded "J – other" of 3,200,000 shares on June 1, 2021 and 1,600,000 shares on June 4, 2021, leaving 11,147,553 shares held indirectly; the entries do not name the entity through which the shares were held or explain the "other" dispositions. McGregor is listed as a director of Applied Materials, Equifax, Ingram Micro, Xactly and Progress Software, and as president and chief executive officer of Broadcom Corporation. ^{16 4 17}