Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 9, 2025, the Board of Directors (the “Board”) of LightPath Technologies, Inc. (the “Company”) appointed Mark Caylor to serve on the Board effective immediately. Mr.…
Filed Oct 14, 2025Accepted Oct 14, 2025, 6:12 AM EDTCIK 889971Accession 0001654954-25-011696
LightPath Technologies, Inc. (NASDAQ: LPTH) is a leading provider of next-generation optics and imaging systems for both defense and commercial applications. As a vertically integrated solutions provider with in-house engineering design support, LightPath’s family of custom solutions range from proprietary BlackDiamond™ chalcogenide-based glass materials - sold under exclusive license from the U.S. Naval Research Laboratory - to complete infrared optical systems and thermal imaging assemblies. The Company's primary manufacturing footprint is located in Orlando, Florida with additional facilities in Texas, New Hampshire, Latvia and China. To learn more, please visit www.lightpath.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 9, 2025, the Board of Directors (the “Board”) of LightPath Technologies, Inc. (the “Company”) appointed Mark Caylor to serve on the Board effective immediately. Mr. Caylor was appointed to fill an existing vacancy and will serve as a Class I director until his successor is duly elected and qualified or until his death, resignation, or removal.
The Board evaluated Mr. Caylor’s independence in accordance with the independence standards for directors set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules, and affirmatively determined that Mr. Caylor qualifies as an independent director.
As previously disclosed, pursuant to the Securities Purchase Agreement, dated February 13, 2025 (the “Securities Purchase Agreement”), by and between the Company and certain accredited investors, the Board agreed to appoint one designee of North Run Strategic Opportunities Fund I, LP (“North Run”) and an independent director selected by North Run and agreed to by us to the Board. Accordingly, North Run has selected Mr. Caylor to serve as the independent director.
Mr. Caylor, age 61, from January 2018 to July 2024, served as the corporate vice president and president of Northrop Grumman’s Mission Systems sector, a global provider of advanced solutions for defense and intelligence customers. In this role, Mr. Caylor oversaw the development and production of large-scale, mission-critical systems and complex hardware and software products. Mr. Caylor earned a bachelor’s degree in aeronautical and astronautical engineering from the Massachusetts Institute of Technology, a master’s degree in aeronautics and astronautics from the California Institute of Technology and a master’s degree in business administration from UCLA’s Anderson School of Management.
Mr. Caylor will be entitled to the standard compensation received by non-employee directors of the Company. The Company’s director compensation program is more fully described in the Company’s definitive Proxy Statement on Schedule 14A, filed with the SEC on October 7, 2024. The Company is not aware of any transactions or proposed transactions in which the Company was or is to be a participant since July 1, 2024, in which the amount involved exceeds $120,000, and in which Mr. Caylor had, or will have, a direct or indirect material interest.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibit No. Description
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99.1 Press Release of LightPath Technologies, Inc., dated October 13, 2025, announcing the appointment of Mark Caylor.
Filed exhibits (1)
EX-99.1 (by filename) lpth_ex991.htm
EX-99.1
2
lpth_ex991.htm
PRESS RELEASE
lpth_ex991.htm
EXHIBIT 99.1
LightPath Technologies Appoints Defense Industry Executive Mark Caylor to Board of Directors
Former President of Northrop Grumman’s Mission Systems Sector Brings Extensive Defense Industry Expertise as
LightPath Evolves Into a Mission-Critical Optics Supplier of Choice to Allied Militaries
ORLANDO, FL - October 13, 2025 - LightPath Technologies, Inc. (NASDAQ: LPTH) ("LightPath," the "Company," "we," or "our"), a leading provider of next-generation optics and imaging systems for both defense and commercial applications, today announced the appointment of Mark Caylor to the company’s Board of Directors, effective October 9, 2025.
Mark Caylor is a veteran defense industry executive with over 35 years of experience driving profitable growth, planning and executing technology and corporate strategy, managing capital structure and risk, and leading large organizations. Mr. Caylor recently retired as President of Northrop Grumman’s Mission Systems Sector, a supplier of advanced sensing, processing, and communications technologies for defense and intelligence customers, with operations in the U.S. and Europe. He w…