DEF 14A of Vuzix Corp
Filed Apr 28, 2026 · FY20250001104659-26-050404
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The number of directors is established by the Board of Directors. Our Board consists of five members, all of whom have been nominated by the Board for re-election to the Board of Directors at the Annual Meeting. Thus, at this Annual Meeting, five (5) persons, comprising the entire membership of the Board of Directors, are to be elected. Each elected director will serve until the Company's next annual meeting of stockholders and until a successor is qualified and elected. The Company anticipates that the accompanying proxy will be voted in favor of the five (5) persons listed below to serve as directors unless the stockholder indicates to the contrary on such proxy. All nominees have consented to serve if elected. We expect that each of the nominees will be available for election, but if any of them is not a candidate at the time the election occurs, it is intended that such nomination will be deemed revoked and the director seat will be vacant until filled by the Board of Directors or vote of the stockholders at a meeting. For the election of directors, only proxies and ballots, Internet votes or telephone votes, marked “FOR” or “AGAINST” one or more designated nominees are counted to determine the total number of votes cast. Abstentions are excluded entirely and will have no effect on the vote for the election of directors. Directors are elected by a majority of the votes cast. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. The term of office of each person elected as a director will continue until the next annual meeting or until his or her successor has been elected and qualified, or until the director’s death, resignation or removal. The Board of Directors considers the nature and breadth of business experience, professional certification, and education in determining qualifications as candidates. The following table is a matrix of director skills, qualifications and demographic backgrounds. The Nominating and Governance Committee regularly evaluates the skills, qualifications, and demographic backgrounds desirable for our Board to best advance our business strategies and serve the interests of all of our stakeholders.
ELECTION OF DIRECTORS
| | P. Travers | G. Russell | A. MacKinnon | T. Harned | P. Whitten-Doolin | | Independent | | | ✓ | ✓ | ✓ | | Senior Leadership Experience (1) | ✓ | ✓ | ✓ | ✓ | ✓ | | Industry Experience (2) | ✓ | ✓ | ✓ | ✓ | ✓ | | Board Experience (3) | | ✓ | | | | | Financial Expertise (4) | | ✓ | ✓ | ✓ | | | Age | 64 | 73 | 55 | 60 | 47 | | Tenure (years) | 27 | 16 | 1 | 8 | 2 |
ELECTION OF DIRECTORS
Notes:
ELECTION OF DIRECTORS
| 1. | Senior Leadership Experience – experience as president, CEO or in similar senior executive positions |
ELECTION OF DIRECTORS
| 2. | Industry Experience – experience in the technology sector, including software and hardware |
ELECTION OF DIRECTORS
| 3. | Board Experience – prior or concurrent service on other U.S. public company boards |
ELECTION OF DIRECTORS
| 4. | Financial Expertise – expertise in accounting, auditing, tax, banking, insurance or investments |
ELECTION OF DIRECTORS
The names of current directors and director nominees, their ages as of April 20, 2026, and certain information about them, including their business experience during the past five years and their directorships of other publicly-held corporations, are set forth below.
Background of Current Directors and Director Nominees
Background of Current Directors and Director Nominees
Background of Current Directors and Director Nominees
| | Paul Travers, age 64, is a co-founder of Vuzix and has served as our President and Chief Executive Officer since 1997 and as a member of our Board of Directors since November 1997. Prior to the formation of Vuzix, Mr. Travers founded both e-Tek Labs, Inc. and Forte Technologies Inc. He has been a driving force behind the development of our products. With more than 30 years’ experience in the consumer electronics field, and 27 years’ experience in the virtual reality and virtual display fields, he is a nationally recognized industry expert. He holds an associate degree in engineering science from Canton, ATC and a Bachelor of Science degree in electrical and computer engineering from Clarkson University. Mr. Travers resides in Honeoye Falls, New York. Mr. Travers’ experience as our founder and Chief Executive Officer qualifies him to serve on our Board of Directors. |
Background of Current Directors and Director Nominees
| | Grant Russell, age 73, is a co-founder of Vuzix and has served as our Chief Financial Officer and Executive Vice President since 2000 and as a member of our Board of Directors since April 2009. From 1997 to 2004 Mr. Russell developed and subsequently sold a successful software firm and a new concept computer store and cyber café. In 1984, he co-founded Advanced Gravis Computer (Gravis), which, under his leadership as President, grew to become the world’s largest PC and Macintosh joystick manufacturer with sales of $44 million worldwide and 220 employees. Gravis was listed on NASDAQ and the Toronto Stock Exchange. In September 1996, it was acquired by a US-based Fortune 100 company via a successful public tender offer. Mr. Russell holds a Bachelor of Commerce degree in finance from the University of British Columbia and is both a U.S. Certified Public Accountant and a Canadian Chartered Professional Accountant. Mr. Russell resides in Vancouver, British Columbia, Canada and has a secondary residence in West Henrietta, New York. Mr. Russell’s business executive and financial experience qualifies him to serve on our Board of Directors. |
Background of Current Directors and Director Nominees
| | Alasdair J. MacKinnon, age 55, is a seasoned finance and audit executive with over three decades of international experience across the U.S. and Europe. Currently Managing Director at Acclarity, since 2015, Mr. MacKinnon has led transformative Sarbanes-Oxley (SOX) initiatives, regulatory compliance redesigns, and operational audits for a diverse range of organizations—including public companies and higher education institutions. Previously, from 2014 to their acquisition in 2015, Mr. MacKinnon served as Vice President of Internal Audit at Home Properties, where he enhanced data analytics in audit processes, advised on IT and risk initiatives, and contributed to strategic decision-making across multiple committees. During his tenure at Google from 2011 to 2024, he managed global internal audit teams in high-risk areas such as payroll, procurement, and tax, designing controls that significantly reduced compliance risk and improved operational efficiency. Earlier in his career, Mr. MacKinnon held leadership roles at Global Crossing and worked extensively in external audit with Arthur Andersen and PricewaterhouseCoopers in both the U.S. and the UK. A Chartered Accountant (Scotland) and Certified Internal Auditor, he is widely regarded for his collaborative leadership style, mentorship, and ability to drive sustainable improvements in financial governance. Mr. MacKinnon holds a Bachelor of Accountancy from the University of Glasgow. Mr. MacKinnon’s finance and audit experience qualifies him to serve on our Board of Directors. |
Background of Current Directors and Director Nominees
| | Timothy Harned, age 60, is an investment banking, corporate development, and financial advisory veteran with more than 35 years of experience in mergers and acquisitions, capital markets, and related activities. Mr. Harned has been a director of the Company since June 2017. Mr. Harned is also a technology specialist with more than 25 years of experience in various technology fields, including communications, mobility, and software, and another ten years working with consumer and industrial companies. He holds an MBA from The Kenan-Flagler Business School at The University of North Carolina at Chapel Hill and a Bachelor’s Degree in English from Kenyon College. He began his career at Lehman Brothers (1987 to 1992) within the mergers and acquisitions group. Upon receiving his Masters in Business Administration in 1994, Mr. Harned went on to serve as a corporate development executive (1994 to 1996) and later joined Banc of America Securities (1996 to 2000) where he became a Managing Director. Mr. Harned subsequently joined Morgan Stanley & Co. (2000 to 2002) where he served as Executive Director focused on mergers and acquisitions and capital markets advisory for technology companies. From 2003 to 2016, Mr. Harned served in leadership positions at several technology-focused financial and strategic advisory boutiques. In 2016, Mr. Harned founded 8Nineteen Advisory, LLC where he served as Managing Partner and CEO while functioning as a strategic C-suite consultant regarding growth matters and providing financial advisory services, with a specialty in mergers and acquisitions and corporate and business development. He led 8Nineteen Advisory from December 2016 until it was acquired by Progress Partners, Inc. in May 2021. Since that time, he has served as Managing Director at Progress Partners in their Boston headquarters. Over his career, Mr. Harned has led strategic transactions for both Fortune 500 companies as well as earlier stage high growth enterprises. In addition, he has successfully completed multiple cross-border transactions for U.S. acquirers entering the markets of both established and developing countries. Mr. Harned’s capital markets, corporate development, mergers and acquisitions, and strategic and financial advisory experience in the technology and consumer fields qualifies him to serve on our Board of Directors. |
Background of Current Directors and Director Nominees
| | Paula Whitten-Doolin, age 47, is a seasoned legal and governance leader who has served as a strategic advisor to executives and boards across multinational organizations. Since February of 2026, she has served as the General Counsel and Corporate Secretary at Deep Isolation, a company focused on innovative solutions to storing nuclear waste worldwide. She is currently also a board advisor to Cemvita, a privately held company in the renewable fuels space. She was the General Counsel for a government entity in Houston, Texas from 2024 to 2026. Until late 2023, she was the General Counsel of Ideanomics and from 2019 to 2026, the Head of Legal, Americas for Neste, where she led legal, HR, and ESG functions through major transformations, acquisitions, and complex regulatory matters. At Neste, she supported landmark agreements with major U.S. airlines and helped advance the company’s leadership in sustainable aviation fuel. Paula began her career as a litigator at Weil, Gotshal & Manges and holds a JD from Northwestern University Pritzker School of Law and a BS from Caltech. In addition to her board service at Vuzix, she has previously served on the boards of several charitable organizations in Houston, Texas, where she resides. Ms. Doolin’s securities law and capital markets experience, legal expertise, and corporate governance background qualifies her to serve on our Board of Directors. |
RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 1
RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 1
Our Board of Directors recommend A VOTE FOR THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED ABOVE
Our Board of Directors recommend A VOTE FOR THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED ABOVE
Information Regarding the Board and its Committees
Information Regarding the Board and its Committees Director Meeting and Attendance During 2025, our Board of Directors held one (1) in-person and five (5) conference call regular meetings, two (2) additional conference-call meetings and acted three (3) times by unanimous written consent. In addition, the directors considered Company matters and had frequent communication with each other apart from the formal meetings. No Board member attended fewer than 75% of the total Board meetings or of meetings held by all committees on which such member served during 2025. Board Independence Our Board of Directors has determined that each of our current directors and director nominees, other than Mr. Travers and Mr. Russell, is an independent director as defined by Rule 10A-3 promulgated by the SEC pursuant to the Exchange Act and NASDAQ rules. We believe that we are compliant with the independence criteria for boards of directors under applicable laws and regulations and the NASDAQ Stock Market. The Board has met and may continue to meet independently of management as required. Board Committees We have an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth information concerning total compensation earned or paid to our named executive officers for 2025 and 2024. More detailed information is presented in the other tables and in the footnotes to the table.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary Paid ($) | Bonus or Commission (5) ($) | Option Award (6)(8) ($) | Stock Award (7)(8) ($) | All Other Compensation ($) | Total ($) | | Paul Travers, President | 2025 | $471,064(1) | $28,750 | $— | $919,416 | $30,625(9) | $1,449,855 | | and Chief Executive Officer | 2024 | 376,761(1) | 21,563 | 618,125 | — | 19,979(9) | 1,036,428 | | Grant Russell, Chief Financial | 2025 | $435,340(2) | $18,630 | $— | $372,362 | $31,912(10) | $858,244 | | Officer and Executive Vice President | 2024 | 386,872(2) | 13,736 | 306,923 | — | 25,301(10) | 732,732 | | Peter Jameson, Chief Operating | 2025 | $101,695(3) | $21,994 | $— | $— | $7,770(11) | $131,459 | | Officer (former) | 2024 | 308,076(3) | 16,216 | 357,938 | — | 11,289(11) | 693,519 | | Chris Parkinson, President Enterprise Solutions | 2025 | $103,844(4) | $— | $— | $2,472,500 | $5,525(12) | $2,581,869 |
SUMMARY COMPENSATION TABLE
| (1) Mr. Travers’s contract provides for an annual salary of $575,000 beginning on January 1, 2021. As part of our one year salary deferral program that began in May 2024, Mr. Travers reduced his cash salary by $287,500 in exchange for stock options with a fair market value of $575,000. The reduction in cash salary was in effect from May 1, 2024 to April 30, 2025. |
SUMMARY COMPENSATION TABLE
| (2) Mr. Russell’s contract provides for an annual salary of $465,750 beginning on July 1, 2023, and it had previously been $450,000 since January 1, 2021. As part of our one year salary deferral program that began in May 2024, Mr. Russell reduced his cash salary by $139,725 in exchange for stock options with a fair market value of $279,450. The reduction in cash salary was in effect from May 1, 2024 to April 30, 2025. |
SUMMARY COMPENSATION TABLE
| (3) Mr. Jameson's base salary was $439,871 beginning on July 1, 2023, and it had previously been $425,000 since January 1, 2022. As part of our one year salary deferral program that began in May 2024, Mr. Jameson reduced his cash salary by $162,752 in exchange for stock options with a fair market value of $325,505. The reduction in cash salary was in effect from May 1, 2024 to April 30, 2025. Mr. Jameson resigned as chief operating officer on March 11, 2025. |
SUMMARY COMPENSATION TABLE
| (4) Mr. Parkinson's base salary was $360,000 beginning on September 3, 2025 upon joining the Company |
SUMMARY COMPENSATION TABLE
| (5) Messrs. Travers, Russell, and Jameson received cash performance bonuses of $28,750, $18,630, and $21,994, respectively, in 2025 for meeting certain target elements under the management incentive bonus program for 2024. |
SUMMARY COMPENSATION TABLE
Messrs. Travers, Russell, and Jameson received cash performance bonuses of $21,563, $13,736, and $16,216, respectively, in 2024 for meeting certain target elements under the management incentive bonus program for 2023.
SUMMARY COMPENSATION TABLE
| (6) Messrs. Travers, Russell, and Jameson received 580,808, 282,273, and 328,792, respectively, in stock options in lieu of cash salary for their participation in the Company’s salary deferral program that took effect in May of 2024 and was effective for one year. The fair market value of the stock options issued was $575,000, $279,450, and $325,505, respectively. |
SUMMARY COMPENSATION TABLE
Messers. Travers, Russell, and Jameson received equity performance bonuses of 43,561, 27,751, and 32,761, respectively, in stock options for meeting certain target elements under the management incentive bonus program for 2023. The fair market value of the stock options issued was $43,125, $27,473, and $32,433, respectively.
SUMMARY COMPENSATION TABLE
| (7) Mr. Travers received 145,939 RSUs and 145,939 PSUs as a replacement for the 3,010,000 stock options that were surrendered under the cancelation of the Company’s former LTIP effective in June 2025. The fair market value per share on the date of award of the RSUs and PSUs was $3.15, resulting in an aggregate fair value of $919,416. |
SUMMARY COMPENSATION TABLE
Mr. Russell received 59,105 RSUs and 59,105 PSUs as a replacement for the 1,625,000 stock options that were surrendered under the cancelation of the Company’s former LTIP effective in June 2025. The fair market value per share on the date of award of the RSUs and PSUs was $3.15, resulting in an aggregate fair value of $372,362. Mr. Parkinson received 150,000 RSUs and 1,000,000 PSUs upon joining the Company as President of its Enterprise Solutions business unit. The fair market value per share on the date of award of the RSUs and PSUs was $2.15, resulting in an aggregate fair value of $2,472,500.
SUMMARY COMPENSATION TABLE
| (8) The amounts shown represent the aggregate grant date fair value of stock and option awards computed in accordance with FASB ASC Topic 718. For information regarding assumptions used in calculating these amounts, refer to Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
SUMMARY COMPENSATION TABLE
| (9) Consists of amounts paid to Mr. Travers as a car allowance (as per his employment contract) and for health and group life insurance. |
SUMMARY COMPENSATION TABLE
| (10) Consists of amounts paid to Mr. Russell in reimbursement for the rental of an automobile in Rochester, New York, and direct travel to and from his primary residence in Vancouver, Canada to Rochester, New York, and for health and group life insurance. |
SUMMARY COMPENSATION TABLE
| (11) Consists of amounts paid to Mr. Jameson for health and group life insurance. |
SUMMARY COMPENSATION TABLE
| (12) Consists of amounts paid to Mr. Parkinson for health and group life insurance. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table sets forth information concerning exercisable and un-exercisable stock options held by the named executive officers at December 31, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| | Option Awards | | | | | | | | | Equity | | | | | | | Incentive Plan | | | | | | | Awards: | | | | | Number of | Number of | Number of | | | | | Securities | Securities | Securities | | | | | Underlying | Underlying | Underlying | | | | | Unexercised | Unexercised | Unexercised | Option | | | | Options | Options | Unearned | Exercise | Option | | | (#) | (#) | Options | Price | Expiration | | Name | Exercisable | Un-exercisable | (#) | ($) | Date | | Paul Travers (1) | 50,000 | — | — | 1.71 | 5/6/2030 | | Paul Travers (2) | 250,000 | — | — | 19.00 | 3/17/2031 | | Paul Travers (3) | 580,808 | — | — | 1.33 | 04/30/2034 | | Paul Travers (4) | 43,561 | — | — | 1.33 | 04/30/2034 | | Grant Russell (1) | 50,000 | — | — | 1.71 | 5/6/2030 | | Grant Russell (2) | 125,000 | — | — | 19.00 | 3/17/2031 | | Grant Russell (3) | 282,273 | — | — | 1.33 | 04/30/2034 | | Grant Russell (4) | 27,751 | — | — | 1.33 | 04/30/2034 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (1) These options were granted under our 2014 option plan and became fully vested on May 5, 2024. | | (2) These options were granted under our 2014 option plan and under the Company's former LTIP, which was cancelled on June 17, 2025. All unvested options were replaced with RSUs and PSUs included in the below table. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (3) These options were granted under our 2014 option plan and were related to our one year salary deferral program that commenced in May 2024 where each officer’s cash salary was reduced, and cliff vested on April 30, 2025. | | (4) These options were granted under our 2014 option plan and were related equity performance bonuses for meeting certain target elements under the management incentive bonus program for 2023 in lieu of cash payments. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| | Stock Awards (RSAs, RSUs, and PSUs) | | | | | | | Equity | | | | | | Incentive Plan | | | | | | Awards: | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested($)(1) | Number of Unearned Shares or Units That have Not Vested(#) | Market Value of Unearned Shares or Units That Have Not Vested ($)(1) | | Paul Travers | 145,939 | $551,649 | 145,939 | $551,649 | | Grant Russell | 59,105 | 223,417 | 59,105 | 223,417 | | Chris Parkinson | 112,500 | 425,250 | 1,000,000 | 3,780,000 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (1) Market value was determined by multiplying the number of shares by the closing price of our common stock on Nasdaq on the last trading day of 2025 ($3.87 on December 31, 2025). |
Potential Payments upon Termination or Change-in-Control
Potential Payments upon Termination or Change-in-Control This section sets forth information regarding compensation and benefits that our CEO and CFO would receive in the event of a change-in-control (as defined in the applicable employment agreement) or in the event of termination of employment under several different circumstances, including: (1) termination by Vuzix for cause (as defined in the applicable employment agreement); (2) a voluntary termination by the NEO; (3) termination of the NEO for good reason (as defined in the applicable employment agreement); (4) involuntary termination by Vuzix without cause; (5) death; or (6) disability (as defined in the applicable employment agreement). Under the agreements of both Mr. Travers and Mr. Russell: (a) we shall have “cause” to terminate them as a result of their: (i) willfully engaging in conduct which is materially injurious to us; (ii) willful fraud or material dishonesty in connection with their performance as an employee; (iii) deliberate or intentional failure to substantially perform their duties as employees that results in material harm to us; or (iv) conviction for, or plea of nolo contendere to a charge of, or commission of, a felony; (b) they shall have “good reason” to terminate their employment upon: (i) a material diminution during the term of the agreements in their duties, responsibilities, position, office or title; (ii) a breach by us of the compensation and benefits provisions of their agreements; (iii) a material breach by us of any other terms of their agreements; or (iv) the relocation of their principal place of business at our request beyond 30 miles from its current location; and (c) they shall be deemed to be “disabled” if they shall be rendered incapable of performing their duties to us by reason of any medically determined physical or mental impairment that can be expected to result in death or that can reasonably be expected to last for a period of either (i) five or more consecutive months from the first date of their absence due to the disability; or (ii) nine months during any 12-month period. Any termination by us for cause or by them for good reason is subject to a 30-day notice period and opportunity to cure. Under the two employment agreements for our CEO and CFO, “change-of-control” means: (i) the approval by our stockholders, and the completion of the transaction resulting from such approval, of (A) the sale or other disposition of all or substantially all of our assets; or (B) our complete liquidation or dissolution; (ii) the sale, in a single transaction or in a series of related transactions, of all or substantially all of the outstanding shares of our capital stock; (iii) the approval by our stockholders, and the completion of the transaction resulting from such approval, of a merger, consolidation, reorganization or similar corporate transaction, whether or not we are the surviving corporation in such transaction, in which the outstanding shares of common stock are converted into (A) shares of stock of another company, other than a conversion into shares of voting common stock of the successor corporation (or a holding company thereof) representing 50% or more of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation; or (B) other securities (either ours or those of another company) or cash or other property; (iv) pursuant to an affirmative vote of a holder or holders of 75% of our capital stock of the entitled to vote on such a matter, the removal of a majority of the individuals who are at that time members of the Board of Directors; or (v) the acquisition by any entity or individual of 100% of our capital stock. The actual amounts that would be payable in such circumstances can only be determined at the date of termination or upon the change-in-control. The amounts included below are based on the following:
Potential Payments upon Termination or Change-in-Control
| ● | We have assumed that the termination event occurred effective as of December 31, 2025, the last day of 2025; |
Potential Payments upon Termination or Change-in-Control
| ● | We have assumed that the value of our common stock was $3.78 per share, the U.S. dollar closing market price of our common stock on December 31, 2025, the last trading day of our common stock, and that all unvested options were exercised on December 31, 2025; and |
Potential Payments upon Termination or Change-in-Control
| ● | Health benefits are included at the estimated value of continuation of this benefit. |
Potential Payments upon Termination or Change-in-Control
Paul Travers If Mr. Travers’ employment is terminated (i) by the Company without cause; or (ii) by Mr. Travers for good reason; or (iii) as a result of disability, Mr. Travers would be entitled to receive:
Potential Payments upon Termination or Change-in-Control
| ● | two times his annual base salary, payable in twenty-four (24) equal monthly installments | $1,150,000 | | ● | his annual incentive bonus, payable within 60 days of termination | — | | | Total cash compensation upon termination | $1,150,000 |
Potential Payments upon Termination or Change-in-Control
If Mr. Travers’ employment is terminated within one year of a change-of-control for any reason other than by us for cause, or if he elects to terminate his employment (whether or not for good reason) during the period beginning 121 days after a change-of-control and ending on the second anniversary thereof, Mr. Travers would be entitled to receive:
Potential Payments upon Termination or Change-in-Control
| ● | four times his annual base salary, payable in forty-eight (48) equal monthly installments | $2,300,000 | | ● | his annual incentive bonus, then in effect, payable within 60 days of termination | — | | | Total cash compensation upon change-of-control | $2,300,000 |
Potential Payments upon Termination or Change-in-Control
Additionally, in either case Mr. Travers would also be entitled to:
Potential Payments upon Termination or Change-in-Control
| ● | continuation of medical benefits throughout the 24- or 48-month period during which severance payments are made or until he becomes eligible to receive medical benefits from subsequent employer | $24,275 (for 24 months) or $48,549 (for 48 months) | | ● | any accrued amounts owing to him | | | ● | additionally, in the event any severance payments under those existing agreements become subject in the future to IRS Section 280G excise taxes that lower the net amounts after tax those officers would otherwise receive, then the Company shall gross-up such payments to these “disqualified individuals” (IRS definition) for the 20 percent excess tax if their currently existing severance arrangements are deemed excess parachute payment amounts | |
Potential Payments upon Termination or Change-in-Control
If Mr. Travers’ employment is terminated for cause or by Mr. Travers voluntarily, he will be entitled to receive only any accrued amounts owing him and will forfeit all unvested equity and unearned incentive payments. Grant Russell If Mr. Russell’s employment is terminated (i) by the Company without cause or (ii) by Mr. Russell for good reason; or (iii) as a result of disability, Mr. Russell would be entitled to receive:
Potential Payments upon Termination or Change-in-Control
| ● | two times his annual base salary, payable in twenty-four (24) equal monthly installments | $931,500 | | ● | his annual incentive bonus, payable within 60 days of termination | — | | | Total cash compensation upon termination | $931,500 |
Potential Payments upon Termination or Change-in-Control
If Mr. Russell’s employment is terminated within one year of a change-of-control for any reason other than by us for cause, or if he elects to terminate his employment (whether or not for good reason) during the period beginning 121 days after a change of control and ending on the second anniversary thereof, Mr. Russell would be entitled to receive:
Potential Payments upon Termination or Change-in-Control
| ● | four times his annual base salary, payable in forty-eight (48) equal monthly installments | $1,863,000 | | ● | his annual incentive bonus, then in effect, payable within 60 days of termination | — | | | Total cash compensation upon change-of-control | $1,863,000 |
Potential Payments upon Termination or Change-in-Control
Additionally, in either case Mr. Russell would also be entitled to:
Potential Payments upon Termination or Change-in-Control
| ● | continuation of medical benefits throughout the 24- or 48-month period during which severance payments are made or until he becomes eligible to receive medical benefits from subsequent employer | $13,957 (for 24 months) or $27,915 (for 48 months) | | ● | any accrued amounts owing to him | | | ● | additionally, in the event any severance payments under those existing agreements become subject in the future to IRS Section 280G excise taxes that lower the net amounts after tax those officers would otherwise receive, then the Company shall gross-up such payments to these “disqualified individuals” (IRS definition) for the 20 percent excess tax if their currently existing severance arrangements are deemed excess parachute payment amounts | |
Potential Payments upon Termination or Change-in-Control
If Mr. Russell’s employment is terminated for cause or by Mr. Russell voluntarily, he will be entitled to receive only any accrued amounts owing him and will forfeit all unvested equity and unearned incentive payments.
CEO Pay Ratio
CEO Pay Ratio We are providing the following information about the ratio of our CEO’s total compensation for 2025 to the total compensation of our median compensated employee for 2025 (our “CEO pay ratio“) pursuant to Item 402(u) of Regulation S-K. The CEO pay ratio disclosed below represents a reasonable, good faith estimate, calculated in a manner consistent with SEC rules, based upon our payroll and employment records and the methodology described below:
CEO Pay Ratio
| ● | CEO total compensation: $1,449,855 |
CEO Pay Ratio
| ● | Median Employee total compensation: $121,989 |
CEO Pay Ratio
| ● | Ratio of CEO to Median Employee: 11.9 to 1 |
CEO Pay Ratio
All data included in the calculation is prepared in accordance with the requirements of Item 402(u) of Regulation S-K. Methodology for Selecting the Median Employee We prepared a list of all 79 U.S. employees, excluding the CEO and, utilizing the amount of annual base pay of all of our U.S. employees, determined the median employee total compensation. We excluded all non-U.S. employees in our foreign locations from our median calculation as they represent less than 5% of our total full-time employee population. We selected December 31, 2025, as our determination date. The pay ratio is a reasonable estimate calculated based upon rules and guidance provided by the SEC. The SEC rules allow for varying methodologies for companies to identify their median employee total compensation; other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Consequently, the pay ratios reported by other companies are unlikely to be relevant or meaningful for purposes of comparison to our pay ratio as reported here.
Pay Versus Performance
Pay Versus Performance Vuzix is committed to a strong pay and performance culture, and we have designed an executive compensation program where awards are aligned with Company performance and stockholder value. To this end, a significant share of executive pay is at risk and delivered in the form of incentive compensation. We have worked to enhance this alignment by implementing a more formalized annual incentive plan focused on achieving key financial objectives and successfully completing various strategic milestones and business model drivers. The new SEC-required Pay versus Performance disclosure below provides a snapshot perspective on pay and performance alignment by evaluating the link between “Compensation Actually Paid,” herein referred to as CAP, as defined by the SEC, and measures of market and financial performance.
Pay versus Performance Table
Pay versus Performance Table As a Small Reporting Company (SRC), the following table shows the past two fiscal years’ total compensation for our Named Executive Officers (NEOs) as set forth in the Summary Compensation Table (“SCT”), the CAP paid to our NEOs, the Company’s total stockholder return (TSR), and our net income. 2025 Pay vs. Performance Table
Pay versus Performance Table
| Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs | Value of Initial Fixed $100 Investment Based On: TSR | Net Loss | | 2025 | $1,449,855 | $(2,198,450) | $1,190,524 | $1,882,920 | $185 | $(32,273,128) | | 2024 | $1,036,428 | $4,425,677 | $713,126 | $2,182,513 | $108 | $(73,538,157) |
Pay versus Performance Table
(1) In the table above, our CEO is Paul Travers (2) The non-CEO NEOs for each applicable year are as follows:
Pay versus Performance Table
| – | 2025: Grant Russell, Peter Jameson, and Chris Parkinson |
Pay versus Performance Table
| – | 2024: Grant Russell and Peter Jameson |
Pay versus Performance Table
(3) The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP:
Relationship Between Compensation Actually Paid (CAP) and Performance Measures
Relationship Between Compensation Actually Paid (CAP) and Performance Measures The Pay versus Performance table above and the charts below illustrate the following:
Relationship Between Compensation Actually Paid (CAP) and Performance Measures
| | | | Equity | | | | | | | Year | Executives | SCT Total | Deduct SCT Stock Awards & Option Awards | Add Year- End Fair Value of Unvested Equity Granted in the Year | Add Year-over- Year Change in Fair Value of Outstanding and Unvested Equity Granted in Prior Years | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Add Year-over- Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Compensation Actually Paid | | 2025 | CEO | $1,449,855 | $(919,416) | $1,103,299 | $(3,903,541) | $— | $71,353 | $(2,198,450) | | | Non-CEO NEOs (average) | $1,190,524 | $(474,144) | $2,326,042 | $(1,216,876) | $47,250 | $10,124 | $1,882,920 | | 2024 | CEO | $1,036,428 | $(618,125) | $1,956,797 | $2,041,102 | $— | $9,474 | $4,425,677 | | | Non-CEO NEOs (average) | $713,126 | $(332,431) | $1,052,373 | $640,682 | $— | $108,764 | $2,182,513 |
Relationship Between Compensation Actually Paid (CAP) and Performance Measures
CAP to our CEO and other NEOs has moved in line with our TSR – i.e., increases in our TSR over 2024 and 2025 were paired with increasing compensation outcomes during those years. The CAP definition of pay reflects changes in the value of unvested and vested equity, so increases in the value of our stock price were similarly reflected in the value of equity (both unvested and vested) as compared to grant-date Summary Compensation Table values of pay. In 2025 and 2024, the value of outstanding equity held by our NEOs was mixed and resulted in negative CAP for our CEO and positive CAP for our average other NEOs. The negative CAP for our CEO was primarily driven by the cancellation of our former LTIP in June 2025. The positive CAP for our other NEOs was primarily driven by new equity awards granted in 2025 that remain unvested as of December 31, 2025. We would expect that as the market value of Vuzix stock increases, CAP values will also increase given both the equity tie to stock price and the potential impact of positive financial results on incentive payouts. CAP does not move in line with our net loss or income, as the measure can be volatile year-over-year due to accounting requirements, such as the inclusion of changes in the value of inventories, acquisitions, and related metrics. As such, we use other key measures of financial performance for a growing company, such as revenue, gross margin, and EBITDA margin, in our incentive programs.
Director Compensation
Director Compensation Employee directors do not receive additional compensation for serving on the Board of Directors beyond the compensation they receive for serving as our officers, as described under “Executive Compensation.” We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board of Directors. In setting non-employee director compensation levels, the Board considers the amount of time that directors expend in fulfilling their duties as members of our Board and the skill level we require of members of our Board. Director Compensation Program for 2025 included: Director Compensation
Director Compensation
| Compensation Element | 2025 | | Board Cash Retainer | $60,000(1) | | Incremental Chair Fees ◾ Audit ◾ All other committees | $12,000 $10,000 | | Equity Grant (shares or RSU FMV) | The equivalent of $100,000 in RSUs | | Stock Ownership Requirement | 3x base cash retainer | | Total Annual Director Compensation Limit | $300,000 (cash and equity) |
Director Compensation
| (1) Directors can choose to receive RSUs in lieu of cash retainers |
DIRECTOR COMPENSATION — YEAR ENDED DECEMBER 31, 2025
DIRECTOR COMPENSATION — YEAR ENDED DECEMBER 31, 2025
DIRECTOR COMPENSATION — YEAR ENDED DECEMBER 31, 2025
| | Fees Paid in | Stock | | | | Cash | Awards | Total | | Name | ($) | ($)(1)(2) | ($) | | Timothy Harned | 52,500 | 100,000 | 152,500 | | Edward Kay | 21,750 | 100,000 | 121,750 | | Paula Whitten-Doolin | 60,000 | 100,000 | 160,000 | | Alasdair MacKinnon | 28,899 | 129,937 | 158,836 |
DIRECTOR COMPENSATION — YEAR ENDED DECEMBER 31, 2025
| (1) Messrs. Harned, Kay, and Ms. Whitten-Doolin were each awarded 31,746 shares of common stock on June 16, 2025, as part of their annual retainer compensation. The total fair market value of these stock awards was $100,000 each, which was determined by multiplying the number of shares of common stock granted by the closing price of $3.15 of our common stock as listed on NASDAQ on the day prior to grant. Mr. MacKinnon was awarded 45,295 shares of common stock as part of his annual retainer compensation upon his appointment to the Board of Directors on August 5, 2025 and 20,000 shares of common stock as part of his onboarding as a new director upon the passing of Edward Kay in July 2025. The total fair market value of this stock awards was $129,937, which was determined by multiplying the number of shares of common stock granted by the closing price of $1.99 of our common stock as listed on NASDAQ on the day prior to grant. | | (2) The amounts shown represent the aggregate grant date fair value of stock and option awards computed in accordance with FASB ASC Topic 718. For information regarding assumptions used in calculating these amounts, refer to Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |