DEF 14A of One Stop Systems, Inc.
Filed Apr 15, 2026 · FY20250001193125-26-156058
Election of Directors
Election of Directors
Nomination of Directors
Nomination of Directors The Nominations and Corporate Governance Committee of our board of directors (the “Nominations Committee”) is charged with making recommendations to our board of directors regarding qualified candidates to serve as members of the board of directors. The Nominations Committee’s goal is to assemble a board of directors with the skills and characteristics that, taken as a whole, will assure a strong board of directors with experience and expertise relevant to our business and the industries in which we operate, corporate governance practices, risk management, and the capital markets. The Nominations Committee believes that candidates for director should have certain minimum qualifications or skills, including personal integrity, strength of character, an inquiring and independent mind, practical wisdom, and mature judgment. In evaluating director nominees, the Nominations Committee considers the following factors: 1. The appropriate size of the board of directors; 2. The Company’s needs with respect to the particular talents and experience of its directors; 3. The knowledge, skills, and experience of nominees, including without limitation experience in technology, business, finance, the industries that we target, risk management, artificial intelligence, conflict resolution, corporate governance, cultural competence, leadership, administration, and/or public service; and 4. Relevant Nasdaq, Securities and Exchange Commission (“SEC”), state, and investor recommendations and requirements. Other than as required by Nasdaq, the SEC or other state rules and regulations, there are no stated minimum criteria for director nominees, and the Nominations Committee may consider such other factors as it deems to be in the Company’s and its stockholders’ best interests. The Nominations Committee does, however, believe it appropriate for at least one member of the board of directors to meet the criteria for an “audit committee financial expert,” as defined by SEC rules, and for a majority of the members of the board of directors to meet the definition of an “independent director” under Nasdaq listing standards. The Nominations Committee identifies nominees by first evaluating the current members of the board of directors willing to continue in service. Current members of the board of directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, but the Nominations Committee at all times seeks to balance the value of continuity of service by existing members of the board of directors with that of obtaining a new perspective. In the event that the Nominations Committee determines that an existing member is no longer the best suited candidate to serve as a director of the Company going forward, or if any member of the board of directors does not wish to continue in service, the Nominations Committee’s policy is to not re-nominate that member for reelection. The Nominations Committee identifies the desired skills and experience of prospective nominees, and then uses its network and external resources to solicit and compile a list of eligible candidates. Our Nominations Committee has, from time to time, received correspondence from stockholders that it considers, researches and actively takes into account in making recommendations to the Board with respect to prospective director nominees and other relevant matters. Stockholders wishing to recommend a candidate for consideration by the Nominations Committee as a prospective nominee for election as a director may do so by contacting the chair of our Nominations Committee and providing information regarding such proposed candidate. Alternatively, stockholders who wish to nominate alternative individuals for election at our annual meetings of stockholders may do so by following the process outlined in Section 2.5 of our Bylaws, as amended to date, and Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and sending a written notice to the Nominations Committee, Attn: Chairman, One Stop Systems, Inc., 2235 Enterprise St. #110, Escondido, CA 92029, naming the proposed candidate and providing detailed biographical, contact and other required information regarding such proposed candidate. To our knowledge, there are currently no legal proceedings, and during the past ten years there have been no legal proceedings, that we believe are required to be disclosed pursuant to Item 4.01(f) of Regulation S-K. There are no material proceedings to which any director, officer, affiliate, or owner of record or beneficial owner of more than 5% of any class of voting securities of the Company, or any associates of any such persons, is a party adverse to the Company or any of our subsidiaries, and to our knowledge, none of such persons has a material interest adverse to the Company or any of its subsidiaries. Other than as disclosed below, during the last five years, none of our directors held any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act, or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940. Our board of directors has undergone a significant reprofiling over the past three years in order to further align its skillsets with the Company’s revised strategic direction and in response to feedback received by stockholders. As part of the Board’s reprofiling process, it considered adding members who have significant expertise with the military, service in the military or in the defense contracting industry, the technology industry, commercial markets, senior executive experience, corporate governance expertise and capital markets and investment experience. Additionally, it considered the importance of the continuity of service and familiarity of certain board members with the Company and our practices. After extensive independent research as to corporate governance best practices and discussion among members of our board of directors, the Nominations Committee recommended the slate set forth below for election by our stockholders at the Annual Meeting. Our board of directors is committed to employing strong corporate governance practices for companies of similar size to One Stop Systems, Inc. The Nominations Committee and the board as a whole review our corporate governance policies and practices on an annual basis to determine whether changes are necessary or appropriate in order to align with best practices and to enhance stockholder value. To that end, the board of directors considers stockholder recommendations with respect to the Company’s corporate governance practices and procedures, as well as those practices of its peers and other public companies similar in size and industry as the Company. The Nominations Committee has recommended, and our board of directors has nominated, Mitchell Herbets, Michael Knowles, Greg Matz, Retired Vice Admiral Mike Dumont, and Retired Lieutenant General David Bassett as nominees for election as members of our board of directors at the Annual Meeting, to hold office until our next annual meeting of stockholders or until such director’s successor is duly elected and qualified, subject to such director’s earlier death, resignation or removal.
Information Regarding Director Nominees
Information Regarding Director Nominees
Information Regarding Director Nominees
| Name | Age | Position | | Director Nominees: | | | | Mitch Herbets | 68 | Chairman | | Mike Knowles | 59 | President, Chief Executive Officer and Director | | Greg Matz | 66 | Director | | Mike Dumont | 65 | Director | | David Bassett | 59 | Director |
Board of Directors
Board of Directors Mitchell H. Herbets joined our board of directors in November 2023 where he has served as chairman since May 2025. Mr. Herbets currently serves as non-executive chairman of Thales Defense and Security, a global technology company that provides advanced technology equipment to the U.S. defense, federal and international technology markets. His other current chairman positions include: Safran Federal Systems, a provider of resilient positioning, navigation and timing (PNT) solutions, AI intelligence systems, and custom engineering services to federal agencies, defense organizations and contractors; Photonis Defense, a provider of advanced products in night and digital vision technologies to U.S. and allied governments, and iDirect Government, a provider of tactical satellite communications systems to U.S. Primes for the U.S. Department of Defense. Mr. Herbets previously served on the board of Wireless Telecom Group (WTT), a NYSE American-listed provider of infrastructure for cellular systems, LTE and 5G waveforms, and telecommunications test equipment company before it was acquired by Maury Microwave in 2023. He earlier served as president and CEO of Thales Communications (now Thales Defense and Security), a global leader in tactical radio technology. Prior to being appointed as president and CEO of Thales, he served in a number of senior executive positions at the company, including leadership roles in program management, engineering, and business development. Before Thales, he served four years in the U.S. Army with the final rank of captain. He holds a bachelor’s degree in electrical engineering from Lehigh University, where he currently serves as a member of the advisory council of Lehigh University’s Engineering College. He earned his MBA from George Washington University. Our board of directors believes Mr. Herbets’ significant experience as a senior executive in the defense technology industry, corporate governance experience, organizational leadership skills, and experience serving on the boards of public companies align with the desired skill sets identified by the nominating and governance committee making him well suited to serve as a member of our board of directors. In addition to serving as chairman, Mr. Herbets has played a key role as the chair of the compensation committee. His experience as a CEO has provided valuable insight, consultation, and peer review for the company CEO and CFO in the conduct of business, development of strategy and execution of overall growth strategy plans. He also has helped establish connections with influencers and business opportunities within the defense markets. Lastly, he has provided leadership mentoring for members of the executive staff. The CEO and executive management team look to take advantage of these same contributions going forward. Mike Knowles has served as our president and chief executive officer since June 2023 and as a director on our board since September 2023. He has more than three decades of leadership experience in global aerospace and defense markets, having led successful business captures resulting in billion-dollar program and product portfolios. Prior to joining the Company, Mr. Knowles served as vice president and general manager of C5ISR Systems at Curtiss Wright Defense Solutions from October 2022 to June 2023. Prior to that, from May 2014 to October 2022, Mr. Knowles worked at Cubic Corporation (“Cubic”), where he served in various roles, culminating in his roles as a senior vice president of Cubic and president of Cubic’s Mission and Performance Solutions business, in which role he led a $700 million global business unit with 2,000 employees. While at Cubic, his C5ISR hardware, software and solutions portfolios included rugged networking/computing at the edge, secure and expeditionary communications, intelligence processing, assessment distribution from enterprise-to-edge, high frequency/low SWAP RF components for electronic warfare, space, and 5G applications; and live, virtual, and constructive (LVC) multi-domain training systems. Before Cubic, Mr. Knowles worked at Rockwell Collins from 2004 to 2014 and at Lockheed Martin from 1998 to 2003, both of which are well recognized defense contractors. Prior to that, Mr. Knowles served in the United States Navy for 20 years as a Naval Flight Officer and Aerospace Engineering Duty Officer, with 10 years active duty and 10 years in the Navy Reserves, where he retired as a Commander. He received a BS in Aerospace Engineering from the United States Naval Academy, an MS in Aerospace Engineering from the Naval Postgraduate School, was a graduate of the US Naval Test Pilot School, and received an MBA from George Mason University. Our board of directors believes Mr. Knowles’ senior leadership experience in the defense and technology industries, coupled with the fact that Mr. Knowles serves as the Company’s president and chief executive officer, make him well suited to serve as a member of our board of directors. Greg Matz, CPA, joined our board of directors in July 2020, and is an experienced financial executive, having served in controller, Vice President, and CFO roles for over two decades. Now retired, Mr. Matz is currently serving as a member of the board of directors and audit committee chair for Dare Bioscience, Inc. (NASDAQ: DARE), a public clinical-stage biopharmaceutical company. From 2011 to 2016, he worked for The Cooper Companies, Inc. (NYSE: COO), holding roles as the Senior Vice President and Chief Financial Officer and Chief Risk Officer. From 2010 to 2011, Mr. Matz was the Chief Financial Officer for CooperVision, a business unit of The Cooper Companies, Inc. Prior to joining The Cooper Companies, Inc., he held key management roles in finance and marketing at Agilent Technologies and Hewlett Packard. He began his career at KPMG and is a CPA with an active certification. Mr. Matz graduated from the University of San Francisco with a B.S. in Business Administration and completed the University of Pennsylvania, The Wharton School’s Advanced Management Program. Mr. Matz is also a National Association of Corporate Directors (“NACD”) Board Leadership Fellow and has earned the NACD Directorship Certification credential. In addition, Mr. Matz has received a certification from NACD / Carnegie Mellon University in Cybersecurity Oversight. Our Board believes Mr. Matz’s experience as a chief financial officer and chief risk officer of a public company including his corporate experience and skills in financial functions, including planning, reporting, and audit, in risk management, in managing internal growth and acquisitions and in capital markets and corporate strategy qualifies him to serve as a member of our Board and to fill the important role of “audit committee financial expert.”
Board of Directors
Michael Dumont joined our board of directors in September 2023 after having served on our board of advisors. He is a retired United States Navy three-star admiral and former senior executive in the U.S. Government with extensive experience in national security, aerospace and defense, risk management, and organizational leadership. During his career in government, Admiral Dumont served in senior leadership roles within the U.S. Department of Defense, including as Principal Deputy Assistant Secretary of Defense for Special Operations and Low-Intensity Conflict, Deputy Commander of U.S. Northern Command, and Vice Commander of the North American Aerospace Defense Command. Earlier in his career, he served as a federal prosecutor specializing in white-collar and corporate matters. Admiral Dumont most recently served as a university president and currently advises companies developing artificial intelligence technologies for defense, national security, and public safety applications. He holds a B.A. from the University of Southern Maine, an M.S. from the National War College, and a J.D. from Suffolk University Law School. He is a member of the National Association of Corporate Directors and holds the NACD Directorship Certification. The Company believes Admiral Dumont’s extensive leadership experience in national security, and government policy, as well as his expertise in corporate governance, risk management, and emerging technologies, qualifies him to serve on the Company’s Board of Directors. David Bassett joined our board in May 2025 and is a retired Army Lieutenant General with a distinguished 35-year military career. Lieutenant General Bassett’s career includes extensive leadership driving military modernization and managing large-scale acquisitions. From 2020-2023, he served as Director of the Defense Contract Management Agency (DCMA), where he led more than 11,000 civilian and military personnel who managed more than 250,000 contracts with total value in excess of $3.5 trillion. Prior to his role at DCMA, he served as Program Executive Officer for Command, Control, and Communications-Tactical (PEO C3T), where he led critical modernization priorities, including around development and acquisition of the Army’s tactical network. Prior to that, he served as Program Executive Officer for Ground Combat Systems (PEO GCS), where he led modernization efforts for the Army’s fleet of ground combat vehicles, including the Abrams, Bradley, and Stryker. His previous assignments include Deputy Program Executive Officer for Combat Support and Combat Service Support (PEO CS&CSS) and manager of the Joint Program Office, Joint Light Tactical Vehicles (JLTV). Lieutenant General Bassett serves as a Senior Counselor at The Cohen Group, a consulting firm, where he advises on business development, regulatory affairs, and capital raising activities. He holds a Bachelor of Science in Electrical Engineering and a Master’s degree in Computer Science from the University of Virginia and is a graduate of the Army Command and General Staff College at Fort Leavenworth, Kansas, as well as a distinguished graduate of the Industrial College of the Armed Forces. Our board of directors believes Mr. Bassett’s significant experience in relevant Army programs and acquisition strategies, leading military modernization efforts and managing complex programs and large-scale acquisitions, coupled with his organizational leadership, risk management skills, technology and defense market expertise make him well-suited to serve as a member of our board of directors.
Board Composition and Election of Directors
Board Composition and Election of Directors
Director Compensation
Director Compensation The following table sets forth information for the year ended December 31, 2025, regarding the compensation awarded to, earned by, or paid to our non-employee directors who served on our board of directors during 2025.
Director Compensation
| Name | Fees earned or paid in cash ($) | Stock awards ($) | RSU awards ($) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Mitch Herbets | $50,733 | $- | $55,020 | $- | $- | $- | $105,753 | | Greg Matz | $44,296 | $- | $55,020 | $- | $- | $- | $99,316 | | Mike Dumont | $41,187 | $- | $55,020 | $- | $- | $- | $96,207 | | David Bassett (1) | $19,311 | $- | $55,020 | $- | $- | $- | $74,331 | | Ken Potashner (2) | $24,877 | $- | $- | $- | $- | $- | $24,877 | | Gioia Messinger (2) | $21,817 | $- | $- | $- | $- | $- | $21,817 | | Joseph Manko, Jr. (3) | $15,723 | $- | $- | $- | $- | $- | $15,723 |
Director Compensation
(1) Mr. Bassett commenced his service on the board of directors and began receiving compensation on May 14, 2025. (2) Mr. Potashner and Ms. Messinger served on the board of directors until the annual meeting on May 14, 2025. (3) Mr. Manko served on the board of directors until his resignation, effective April 16, 2025. During the year ended December 31, 2025, our non-executive directors were entitled to receive the following cash payments as compensation for serving on our board: • All non-executive board members are entitled to quarterly payments of $9,655 • The chairman of our board is entitled to an additional quarterly cash payment of $3,219 • The chair of each committee of our board is entitled to an additional quarterly cash payment of $1,609 In addition to cash compensation, our non-executive directors are also entitled to receive RSUs as further consideration for their board services. Each of the Company's directors is expected to own and hold, at a minimum, shares of the Company’s common stock or other qualifying equity instruments with an aggregate value equal to three times the annual cash retainer for service as an Independent Director on the Board, excluding any additional cash retainers paid for committee service, service as a committee chair, or as Board chair (the “Target Ownership”). The Target Ownership should be achieved by each Independent Director within three years after the Independent Director’s first appointment to the Board.
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities that was earned by each individual who served (i) as our principal executive officer at any time during 2025 or 2024, and (ii) our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers as of December 31, 2025 or December 31, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Mike Knowles | 2025 | $490,334 | $- | $588,699 | $23,597 | $1,102,629 | | President and Chief Executive Officer | 2024 | $473,446 | $50,000 | $287,875 | $54,122 | $865,443 | | Dan Gabel (3) | 2025 | $315,000 | $- | $289,413 | $27,142 | $631,555 | | Chief Financial Officer | 2024 | $36,346 | $75,000 | $95,200 | $- | $206,546 | | Jim Ison | 2025 | $313,021 | $- | $179,773 | $36,754 | $529,548 | | Chief Product Officer | 2024 | $303,191 | $22,078 | $97,017 | $57,963 | $480,249 | | John W. Morrison, Jr. (3) | 2025 | $- | $- | $- | $249,268 | $249,268 | | Former Chief Financial Officer | 2024 | $319,729 | $30,652 | $156,147 | $59,709 | $566,237 |
Summary Compensation Table
Amounts reflect the full grant-date fair value of stock awards, consisting of restricted stock units, granted during the relevant fiscal year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to our officers in Note 10 to the audited consolidated financial statements for the year ended December 31, 2025, contained elsewhere in this Annual Report. (2) Represents payment of health insurance premiums and 401(k) contributions. For Mr. Morrison, this column also includes severance amounts paid. (3) Mr. Morrison stepped down as the Company's chief financial officer, and Mr. Gabel was appointed to serve in such role, in each case effective November 11, 2024.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity Incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | Equity Incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive plan awards: Market or payout value of unearned share, units or other right that have not vested ($) | | Mike Knowles | 5/21/2025 | - | - | - | - | - | 21,000 | 150,780 | - | - | | | 2/7/2025 | - | - | - | - | - | 131,448 | 943,797 | - | - | | | 7/1/2024 | - | - | - | - | - | 65,725 | 471,906 | - | - | | | 6/5/2023 | 250,000 | 150,000 | - | $2.95 | 6/5/2033 | 150,000 | 1,077,000 | | | | Jim Ison | 2/7/2025 | - | - | - | - | - | 44,279 | 317,923 | | | | | 7/1/2024 | - | - | - | - | - | 22,150 | 159,037 | - | - | | | 3/16/2023 | - | - | - | - | - | 12,667 | 90,949 | - | - | | | 4/18/2017 | 20,000 | - | - | $1.95 | 4/18/2027 | - | - | - | - | | | 4/2/2016 | 16,769 | - | - | $1.08 | 4/2/2026 | - | - | - | - | | Daniel Gabel | 2/7/2025 | - | - | - | - | - | 71,284 | 511,819 | - | | | | 11/11/2024 | - | - | - | - | - | 30,000 | 215,400 | - | |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, the following table provides information regarding the total compensation earned by each individual who served (i) as our principal executive officer during 2025 and 2024, and (ii) our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers as of December 31, 2025 and December 31, 2024, during each of the fiscal years ended December 31, 2025 and December 31, 2024, respectively. For information on our executive compensation program, see the above Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End Table.
PAY VERSUS PERFORMANCE
| Year | Summary compensation table tool for PEO (1) | Compensation actually paid to PEO (2) | Average summary compensation table total for non-PEO named executive officers (3) | Average compensation actually paid to non-PEO named executive officers (4) | Net income (5) | | 2025 | $1,102,629 | $508,859 | $580,551 | $323,623 | $5,087,694 | | 2024 | $865,443 | $537,938 | $343,398 | $223,338 | $(13,634,333) |
PAY VERSUS PERFORMANCE
(1) The dollar amounts reported in this column are the amounts of total compensation reported for our PEO in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.” (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to our PEOs as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year to determine the compensation actually paid:
PAY VERSUS PERFORMANCE
| | PEO | | | Adjustments: | 2025 | 2024 | | Summary Compensation Table Total for PEOs | $1,102,629 | $865,443 | | Stock Awards | (588,699) | (287,875) | | Option Awards | - | - | | Medical Benefits | (14,334) | (52,922) | | Contribution to 401K Plan | 9,263 | 13,292 | | Compensation actually paid | $508,859 | $537,938 |
PAY VERSUS PERFORMANCE
(3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The Company’s non-PEO NEOs for fiscal 2025 and 2024 were Daniel Gabel and Jim Ison. The dollar amounts reported in this column represent the average amount of “compensation actually paid” to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above:
PAY VERSUS PERFORMANCE
| | Average for Non-PEO NEOs | | | | NEO | | | Adjustments: | 2025 | 2024 | | Summary Compensation Table Total for PEOs | $580,551 | $343,398 | | Stock Awards | (234,593) | (96,110) | | Option Awards | - | - | | Medical Benefits | (27,142) | (28,982) | | Contribution to 401K Plan | 4,806 | 5,032 | | Compensation actually paid | $323,623 | $223,338 |
PAY VERSUS PERFORMANCE
The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.