A polarization insensitive optical phase modulator is provided including a glass substrate; a liquid crystal element; a first electrode on a first surface of the liquid crystal element adjacent the glass substrate; a second electrode on a second surface of the liquid crystal element, opposite the first surface, the first and second electrodes supplying an electric potential across the liquid crystal element to drive liquid crystals in a predetermined configuration; and a silicon backplane on the second electrode opposite the liquid crystal element. The first electrode is a transparent electrode to a selected wavelength and is on a surface of the glass substrate. The second electrode includes individually addressable pixels and reflection metal mirrors on pixel surfaces and is on a surface of the silicon backplane. The modulator further includes a polymer quarter-wave plate (QWP) between the second electrode and the liquid crystal element, the polymer QWP having an optical axis at 45 degrees to liquid crystal slow axis.