DEF 14A of Kopin Corp, Apr 22, 2026

DEF 14A of Kopin Corp

Filed Apr 22, 2026 · FY20250001493152-26-018400

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our By-laws provide that the Board shall consist of not less than three nor more than 13 directors. At the Meeting, proxies cannot be voted for a greater number of individuals than the five nominees named in this Proxy Statement. Unless authority is withheld, it is the intention of the persons voting under the enclosed proxy to vote such proxy in favor of the election of each of the nominees to serve as director until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. If any nominee is unavailable or unwilling to serve, such votes will be cast by the proxies either for a substitute nominee selected by the proxies or to fix the number of directors at a lesser number. Our Board currently has no reason to expect that any of the nominees will be unavailable or unwilling to serve. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

  2. Background of Nominees for Director and Certain Officers

    Background of Nominees for Director and Certain Officers Nominees Jill J. Avery, Director. Dr. Avery has served as one of our directors since 2021. Dr. Avery is a Senior Lecturer of Business Administration and C. Roland Christensen Distinguished Management Educator in the marketing unit at Harvard Business School, a position she has held since 2013. She is an authority on brand management, customer relationship management (CRM), and digital marketing. Prior to her academic career, she worked in consumer packaged goods brand management, managing brands for The Gillette Company, Braun Inc., Samuel Adams, and AT&T, and spent time on the agency side of the business, as an Account Executive managing consumer promotions for Pepsi, General Foods, Bristol-Myers, and Citibank. She is Lead Director of the Board at Amica Mutual Insurance Company, a Director of the Harvard/MIT COOP, President Emerita of the Board of Trustees at the Museum of Fine Arts, Boston, and a Trustee of the Boston Ballet. Dr. Avery holds a D.B.A. in marketing from Harvard Business School, a M.B.A in marketing and finance from the Wharton School, and a B.A. in English from the University of Pennsylvania. During the past five years, Dr. Avery has not served on the board of directors of any other public companies or registered management investment companies. Michael Murray President, Chief Executive Officer, Director. Mr. Murray has served as one of our directors since 2022. Mr. Murray joined Kopin in September 2022 from Ultra, a British Defense and Security company he joined in 2020, where he served as President of the Cyber business. Prior to joining Ultra, Mr. Murray worked at Blackridge Technology as a Senior Vice President and General Manager, IloT from 2017 to 2020. An engineer by training, Mr. Murray has always been associated with technology-focused companies. Prior to Ultra Electronics, he worked at Aceinna Inc. as Executive Vice President and Analog Devices, where he led the Industrial Sensing business unit. At these companies Mr. Murray was involved in overall strategy of the business, product development, manufacturing, sales and marketing and acquisitions. Mr. Murray holds a B.S.C. in business management from Northeastern University, a M.S.C in technology commercialization from Northeastern University, and a M.B.A from Massachusetts Institute of Technology. During the past five years, Mr. Murray has not served on the board of directors of any public companies or registered management investment companies. David Nieuwsma, Director. Mr. Nieuwsma has served as one of our directors since November of 2023. A former US Air Force officer, he was employed with Collins Aerospace from 1991 to 2022. Mr. Nieuwsma led numerous lines of business at Collins Aerospace including roles as Executive Vice President, Information Management Solutions, President, Interior Solutions and President, Avionics Solutions. Mr. Nieuwsma holds a B.S., management from the US Air Force Academy in Colorado Springs, Colorado, a B.S., computer science, from Chapman College, Orange, California, and a M.B.A. from the University of Iowa. He spent five years in the US Air Force, completing his military career attaining the rank of Captain, as an Acquisition Project Officer, Ballistic Systems Division, Norton AFB, California. During the past five years, Mr. Nieuwsma has not served on the board of directors of any public companies or registered management investment companies. Margaret Seif, Director. Ms. Seif has served as one of our directors since May 2024. From 2006 to 2022 Ms. Seif held various positions including Chief People Officer and Chief Legal Officer at Analog Devices, Inc. (ADI) a global leader in the design and manufacturing of analog, mixed signal, and DSP integrated circuits. In her roles at ADI Ms. Seif’s responsibilities included talent strategy, all legal matters, structuring and negotiating multiple mergers and acquisitions, corporate governance matters, developing cyber risk mitigation strategies and protections of ADI’s portfolio of intellectual property assets. From 1998 to 2005 Ms. Seif was Senior Vice President, Corporate Development and General Counsel & Secretary at RSA Security Inc. Ms. Seif has a B. A. from Brown University and a J.D. from the University of Michigan Law School. During the past five years, Ms. Seif served as Corporate Secretary of ADI. Paul V. Walsh Jr., Director. Mr. Walsh has served as one of our directors since September 2024. He currently serves on the board of directors of Semtech Corporation (NASDAQ: SMTC), since April 2023, as Audit Committee Chair, and a member of the Nominating & Governance and Strategy & Technology Committees and Wolfspeed, Inc. (NYSE: WOLF), since May 2025, as Audit Committee Chair. Prior to retiring in February 2022, Mr. Walsh served as Chief Financial Officer, Senior Vice President and Treasurer, at Allegro MicroSystems, Inc. (NYSE: ALGM), a publicly traded global semiconductor company that designs and manufactures advanced sensor and power management integrated circuits for the automotive and industrial end markets, from 2014 to February 2022. Prior to joining Allegro, Mr. Walsh served as the Chief Financial Officer and Senior Vice President of Rocket Software, Inc., a global software development firm, from 2013 to 2014. From 2004 to 2013, he served in several financial leadership roles at Silicon Laboratories Inc., a publicly traded global technology company that designs and manufacturers semiconductors, including as: Chief Financial Officer and Senior Vice President from 2011 to 2013; and Chief Accounting Officer and Vice President of Finance from 2006 to 2011, among other roles. Additionally, he has served on the board of directors of Nitero, Inc., a venture-backed startup semiconductor company, from 2012 to 2015, Grande Communications Networks, LLC, a broadband communications provider of cable and internet services, from 2008 to 2010, including as chairman of Grande’s audit committee. Mr. Walsh graduated in 1986 with a B.S. in Mechanical Engineering from the University of Maine, an M.B.A from Boston University in 1992 and a Graduate Certificate in Accountancy from Bentley University in 1996. Mr. Walsh passed the CPA exam on the first attempt in May 1997. Officers Michael Murray, President, Chief Executive Officer, Director. Mr. Murray, age 52, has served as our President and Chief Executive Officer since September 6, 2022. Mr. Murray served as President of the Cyber business of Ultra Electronics Group, a British Defense and Security company. Prior to Ultra Electronics, he worked at Aceinna as Executive Vice President and Analog Devices, where he led the Industrial Sensing business unit. Erich Manz, Treasurer and Chief Financial Officer. Mr. Manz, age 57, has served as our Treasurer and Chief Financial Officer since September 2025. Previously, Mr. Manz served as the Business Unit Chief Financial Officer of Allegro MicroSystems (NYSE: ALGM) where he led the financial structure, support, and oversight for the product business group from March 2023 to July 2025. Mr. Manz began his career at Serta in their accounting department and holds a B.S. in accounting from Bryant University.

  3. Background of Nominees for Director and Certain Officers

    Paul Baker, Chief Operating Officer for Kopin Government and Industrial and Strategic Business Officer. Mr. Baker, age 63, has served as the Company’s Chief Operating Officer for Kopin Government and Industrial and Strategic Business Officer since January 2020. Previously Mr. Baker served as the Company’s Strategic Business Officer from February 2019 to January 2020 Senior Vice President, Business Development from January 2017 to January 2019, and as Vice President, Business Development between March 2014 and December 2016. From 2007 to 2014, Mr. Baker served as Executive Vice President, Business Development & Sales at ZINK Imaging Co., a private company headquartered in Billerica, Massachusetts that invented ZINK Zero Ink® Technology. Mr. Baker holds a B.A. in economics from Colby College and an M.B.A. from Boston University. Board Structure and Risk Our Board leadership structure is commonly utilized by other public companies in the United States, and we believe that it is effective for us. We believe this leadership structure is appropriate for us given the size and scope of our business, the experience and active involvement of our independent directors, and our corporate governance practices, which include regular communication with and interaction between and among the Chief Executive Officer and the Chief Financial Officer and the independent directors. Pursuant to our By-laws, our Board selects the Chairman and the Chief Executive Officer that it determines to be in the best interest of our stockholders. Mr. Murray currently serves as both our principal executive officer and Chairman of the Board In addition, the Board elected Ms. Avery to serve as Lead Independent director in fiscal year 2025. Our Board has determined that each of Jill J. Avery, David Nieuwsma, Margaret Seif and Paul V. Walsh, Jr. are independent as that term is defined under the applicable independence listing standards of Nasdaq Rules and the applicable SEC rules and regulations. We believe that our directors provide effective oversight of risk management functions. Annually, we perform a risk review where the management team evaluates the risks facing us in the upcoming year and over a longer-term horizon, typically three years. From this risk assessment, we develop plans to deal with the risks identified. This risk assessment is provided to the Board and their input is reflected in the annual risk assessment. In addition, members of our management periodically present to the Board the strategies, issues and plans for the product lines they manage. The Compensation Committee also reviews our incentive plans to determine whether they result in management behavior that may result in additional risk beyond the plans’ intended purpose. While the Board oversees our risk management, our management is responsible for day-to-day risk management processes. Additionally, the Board requires that management raise exceptional issues to the Board. We believe this division of responsibilities is the most effective approach for addressing the risks facing us and that the Board leadership structure supports this approach. Board and Committee Meetings During fiscal year 2025, our Board held eleven (11) meetings. For each director that was voted to the Board at the 2025 Annual Meeting of Stockholders, overall attendance at Board meetings and relevant committee meetings, either in person or by conference call, was greater than 75% during the period they were on the Board or committee during fiscal year 2025. All directors attended the Company’s 2025 Annual Stockholder Meeting. Although we currently do not require our directors to attend annual stockholder meetings, we do encourage directors to do so and welcome their attendance. Audit Committee: We have established a separately designated Audit Committee as defined by Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee is composed of three directors: Paul V. Walsh, Jr., (Chairperson), Jill J. Avery, and David Nieuwsma, each of whom the Board has determined is independent under the Nasdaq Rules and the applicable SEC rules and regulations. The Board has determined that Mr. Walsh is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act. Our Board adopted an Audit Committee Charter, which is available on our website at www.kopin.com under the heading “Investor Relations: Governance Documents.” Our Audit Committee Charter delegates to the Audit Committee the responsibility, among other things, to engage our independent auditors, review the audit fees, supervise matters relating to audit functions, review and set internal policies and procedure regarding audits, accounting and other financial controls and review related party transactions. The Audit Committee pre-approved all audit and non-audit services provided by BDO for fiscal year 2025. During the 2025 fiscal year, our Audit Committee met in person or through a conference call five times. Mr. Walsh and Ms. Avery attended four meetings, and Mr. Nieuwsma attended all five meetings. Nominating and Corporate Governance Committee: Our Nominating and Corporate Governance Committee presently is composed of three directors: Margaret Seif (Chairperson), Jill Avery and Paul V Walsh, Jr., each of whom the Board has determined is independent under applicable SEC and Nasdaq Rules. The Nominating and Corporate Governance Committee is responsible for, among other things, considering potential Board members, making recommendations to the full Board as to nominees for election to the Board, assessing the effectiveness of the Board and implementing our corporate governance guidelines. The charter of the Nominating and Corporate Governance Committee is available on the Company’s website at www.kopin.com under the heading “Investor Relations: Governance Documents.” During the 2025 fiscal year, our Nominating and Corporate Governance Committee met in person or through a conference call two times and all members participated in the meetings. Ms. Seif and Dr. Avery participated in both meetings and Mr. Walsh was added to the Nominating and Corporate Governance Committee in June 2025 and participated in the one subsequent meeting. Compensation Committee: Our Compensation Committee presently is composed of three directors: Margaret Seif (Chairperson), Jill Avery, and David. Nieuwsma, each of whom the board has determined is independent under applicable SEC and Nasdaq Rules. The charter of the Compensation Committee is available on our website at www.kopin.com under the heading “Investor Relations: Governance Documents.” During the 2025 fiscal year, our Compensation Committee met in person or through a conference call twelve times. Ms. Seif and Mr. Nieuwsma participated in all meetings and Dr. Avery was added to the Compensation Committee in June 2025 and participated in all nine subsequent meetings The Compensation Committee is responsible for the approval of remuneration arrangements for our executive officers, review and approval of compensation plans relating to executive officers and directors, including grants of stock options, restricted stock and stock grants under our 2020 Equity Incentive Plan and other benefits and general review of our employee compensation policies. The information contained on the Company’s website at www.kopin.com is not considered incorporated by reference in this proxy statement. Compensation Committee Interlocks and Insider Participation. None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee. None of the current members of our Compensation Committee has ever been an employee of Kopin or any subsidiary of Kopin.

  4. Executive Summary

    | ● | Messrs. Murray and Baker received base wages increases from $495,000 to $512,000 and $334,000 to $354,000, respectively. Mr. Manz became the Company’s Chief Financial Officer on September 2, 2025 and his starting salary was set at $300,000. Prior to his retirement as Chief Financial Officer of the Company on May 29, 2025, Mr. Sneider received a base wage increase from $356,700 to $366,700. | | ● | Mr. Murray was awarded performance bonus in fiscal year 2025 of $463,374 for his contribution to the Company’s fiscal year 2025 overall performance. | | ● | Messrs. Murray, Baker and Sneider were awarded performance bonuses in fiscal year 2025 of $100,000, $30,000 and $10,000 respectively. The bonuses were related to the successful negotiation of the strategic agreement with Theon International PLC, the equity raise and certain other matters. Erich Manz received a $30,000 performance bonus for his contributions to the Company’s fiscal year 2025 results. | | ● | Mr. Murray received a restricted stock grant of 408,634 which will cliff vest in January 2028. In addition, Mr. Murray received 591,366 option to purchase the Company’s common stock at a price of $1.76. 36,960 options vest each quarter through 2029. The vesting of the restricted stock and options are subject to the terms of the Company’s 2020 Equity Incentive Plan and the restricted stock and option agreements which include additional terms including a double trigger clause in the event of a change in control. |

  5. Executive Summary

    | ● | Our primary objective for fiscal year 2025 was to continue to increase revenues and cash flow. To that end, as part of the annual incentive plan we granted our former CFO and COO 136,600 and 146,350 shares of restricted stock, respectively, which could have been earned if certain revenue, cash flow and individual goals were met. The number of shares granted represented approximately 50% and 60% of the CFO and COO’s 2025 base wages divided by approximately the Company’s share price on day of grant, respectively. 25% of the shares could have been earned by meeting certain revenue targets, 55% of the shares could have been earned by meeting certain results of operations targets and 20% could be earned based on meeting individual goals in fiscal year 2025. The revenue and cash flow goals had a minimum base amount, a target amount and a maximum upper goal amount. If the minimum base amount was not achieved, then no restricted stock was earned. If the minimum base amount was achieved approximately 29% of the shares could be earned, if the target amount was achieved approximately 71% of the shares could be earned and if the maximum upper goals was achieved all of the shares could be earned. | | | Mr. Baker earned 86,786 of the shares granted which represents achieving approximately 85% of the Target goals and 59% of the Maximum goals. | | ● | Under our long-term incentive plan Mr. Baker received restricted stock grants of 100,000 shares, of which 34% shall vest on April 23, 2026, 33% shall vest on April 23, 2027 and 33% shall vest on April 23, 2028. The restricted stock grants are subject to the Company’s 2020 Equity Incentive Plan and Mr. Baker’s continued employment by the Company. On September 2, 2025 Erich Manz became the Company’s Chief Financial Officer. In order to induce him to accept the position he was granted 400,000 shares of restricted stock. The restricted stock vests at the rate of 25% starting on December 10, 2026 and then 25% on the following three December 10ths, thereafter. Mr. Sneider, our former CFO, received a restricted stock grant of 25,000 shares that vests on April 23, 2026. The restricted stock grants are subject to the Company’s 2020 Equity Incentive Plan. These grants were issued to incentivize the individuals to remain with the Company and further align their interest with those of stockholders. |

  6. Executive Summary

    President and Chief Executive Officer: In September 2022, Mr. Michael Murray joined Kopin as President and Chief Executive Officer. In connection with Mr. Murray’s initial employment agreement, he received (i) an initial annual base salary of $450,000, (ii). 800,000 shares of restricted stock, which vests in 20% increments each December 10 beginning in 2023, and (iii) a sign-on bonus of $100,000. A more detailed discussion of Mr. Murray’s initial employment agreement is discussed in the Employment and Other Agreements section below. On April 15, 2024 the Company and Mr. Murray signed a new Employment Agreement (the “New Agreement”). The New Agreement was entered into to provide more specificity that was incorporated in his initial employment agreement. This summary of the New Agreement is subject to the terms of the New Agreement which is filed with the SEC as an exhibit to Form 8-K. Under the New Agreement, Mr. Murray’s salary was set at $495,000 with eligibility for a target cash bonus of 100% of base salary up to a maximum of 150% base salary based on a formula and the determination of achievement of goals as determined by the Board. Mr. Murray also is eligible for the Company’s standard benefits package and to participate in all applicable group employee benefit plans and programs offered. Mr. Murray is eligible to receive equity awards covering the Company’s common stock. Provided that Mr. Murray continues to be employed by the Company on the date of a change of control (as defined in the New Agreement), all outstanding equity awards issued as part of the 800,000 shares held by Mr. Murray immediately prior to the effective date of a change of control which vest based upon his continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, immediately prior to the change of control, and all outstanding equity awards held immediately prior to the change of control which vest based upon attainment of performance criteria shall vest based on target performance immediately prior to the change of control. On June 28, 2024 Mr. Murray received a grant of 1,200,000 shares of restricted stock which shall vest based on the attainment of corporate performance goals and targets, including a minimum target revenue for the fiscal year 2026 of $65 million and an operating profit of 6%, and his continued employment through December 31, 2026. The target number of restricted stock that can be earned is 1,000,000. If any of the applicable performance goals are attained at less than 80% of target, the number of restricted shares earned for the portion of the 2026 Performance-Based Equity Award attributable to that performance goal will be zero. If any of the applicable performance goals are attained at between 80% and 100% of target, the number of restricted shares earned for the portion of the 2026 Performance-Based Equity Award attributable to that performance goal will be between 50% and 100% of target. If any of the applicable performance goals are attained at between 100% and 120% of target, the number of restricted shares earned for the portion of the 2026 Performance-Based Equity Award attributable to that performance goal will be between 100% and 120% of target. Performance between performance levels will be interpolated on a straight-line basis Performance achievement will be determined by the Board in its reasonable discretion exercised in good faith. Performance between performance levels will be interpolated on a straight-line basis. On January 3, 2025 Mr. Murray received a restricted stock grant of 408,634 which will cliff vest in January 2028. In addition, Mr. Murray received 591,366 option to purchase the Company’s common stock at a price of $1.76. 36,960 options vest each quarter through 2029. The vesting of the restricted stock and options are subject to the terms of the Company’s 2020 Equity Incentive Plan and the restricted stock and option agreements which include additional terms including a double trigger clause in the event of a change in control. Key Compensation Governance Attributes: Our pay practices emphasize good governance and market practice:

  7. Executive Summary

    | What We Do | | What We Don’t Do | | | ✔ | Stock Ownership guidelines for the CEO and Non- Employee Directors | ✘ | No employment agreements for anyone other than the CEO | | ✔ | Maintain a clawback policy | ✘ | No excise tax gross-up provisions | | ✔ | Emphasize pay for performance | ✘ | No excessive executive perquisites | | ✔ | Annual Say on Pay advisory vote | | |

  8. Compensation Philosophy

    Compensation Philosophy We believe that our NEOs play a critical role in the operational and financial performance of our company that creates long-term value for our stockholders. Accordingly, our executive compensation philosophy is to reward our executives for individual performance and for contributions to our corporate performance. We have invested significant efforts and funds in developing new technologies and products for both our traditional markets, military and industrial, and for the emerging “wearables” industrial market. In fiscal year 2023, our strategic emphasis shifted to improving operational excellence through a reorganization plan we refer to as One Kopin. Accordingly, we are in the process of adjusting our performance award system to be based more towards financial and operational metrics, specifically revenue growth, gross margin improvement, on-time in-full deliveries, production yields, and cash flow improvement. We strive to counterbalance our employee retention objectives and pay-for-performance objectives. Historically we believe we have accomplished this by compensating our executives with a combination of base salary, performance restricted stock awards and long-term equity-based retention compensation. In fiscal year 2025, we maintained the same philosophy but we continued to strive to create a system that is based on a cash reward for achievement of annual goals such as revenue and cash flow milestones and using restricted stock grants for the achievement of longer- term incentives or retention purposes. We also issued restricted stock grants to certain employees for retention purposes. We believe that the quality, commitment and performance of our executives are critical factors affecting our long-term value. Accordingly, our compensation objectives include:

  9. Role of the Compensation Committee

    | ● | the Company’s next fiscal year’s forecasted development and financial results; | | ● | the evaluation and performance review process; and | | ● | the Compensation Committee members’ personal experience and trends identified in the peer group benchmarking analysis. |

  10. Role of the Compensation Consultant

    Role of the Compensation Consultant In making its determinations with respect to executive compensation, the Compensation Committee has periodically engaged the services of a compensation consultant to provide input on trends in executive compensation and to obtain an outside perspective on our executive compensation practices and assist with our peer group benchmarking analysis. The Compensation Committee does not believe a formal annual peer group assessment by an independent third party is necessary unless either internal factors, such as employee turn-over, or external factors, such as published reports in industry periodicals, indicate significant changes in executive compensation have taken place. Since 2023, Aon’s Human Capital Solutions practice, a division of Aon plc (Aon), has been engaged to review the Company’s Board of Director compensation and as the independent compensation consultant to provide the following services:

  11. Role of the Compensation Consultant

    | ● | Recommend changes to the peer group of comparable companies; | | ● | Complete a competitive analysis of compensation for each executive utilizing comparable peer company compensation data; | | ● | Provide assistance with our long-term incentive strategy; and | | ● | Provide general executive compensation advice. |

  12. Role of the Compensation Consultant

    In addition, the Company periodically asks Aon for assistance in benchmarking the compensation and long-term incentives of the CEO and other NEOs. The independent compensation consultant reports directly to the Compensation Committee and carries out responsibilities as assigned by the Compensation Committee. The Compensation Committee has the sole authority to retain and terminate the compensation consultant and to approve the compensation consultant’s fees and all other terms of the engagement. The Compensation Committee exercised this authority to engage Aon as its independent compensation consultant and has direct access to the compensation consultant throughout the year. Aon serves as an advisor to the Compensation Committee on topics primarily related to Board and executive compensation. Aon does not provide us with any services other than the services provided at the request of the Compensation Committee. The Compensation Committee periodically reviews the services provided by its outside consultants and believes that Aon is independent in providing executive compensation consulting services. The Compensation Committee conducted a specific review of its relationship with Aon in preparation of the 2026 proxy statement and determined that Aon’s work for the Compensation Committee did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Wall Street Reform and Consumer Protection Act, and by the SEC and the Nasdaq Capital Market (“Nasdaq”).

  13. Compensation Determinations

    Compensation Determinations In making determinations with respect to amounts and elements of executive compensation, the Compensation Committee evaluates our overall corporate performance during the fiscal year against development plans and annual budgets; evaluates the Chief Executive Officer’s achievements against the Board’s expectations; obtains input from the Chief Executive Officer on the performance reviews of the other executive officers; evaluates the potential for future contributions by each executive to our long-term success; and periodically compares our executive compensation against a benchmarking analysis of a group of peer companies. In 2025, we did a formal benchmarking analysis of our NEOs compensation for the 2025 fiscal year.

  14. Peer Group – Board of Director Compensation

    Peer Group – Board of Director Compensation In 2025, the Compensation Committee engaged Aon to assist in selecting a new peer group with a median revenue and market capitalization size that approximated ours for the purposes of benchmarking our Board of Director compensation. Based on Aon’s structured peer group review process and recommendations the final 2025 peer group consisted of 22 companies with a headcount between 60 and 600 employees, a revenue range of $100 million to $1 billion and market capitalization in the range of $20 million to $200 million and included the following companies:

  15. Peer Group – Board of Director Compensation

    | ● | 908 Devices | ● | Immersion Corp | | ● | Aehr Test Systems | ● | Innovation Solutions and Support | | ● | Amtech Systems. | ● | InTEST | | ● | Arteris | ● | KVH Industries | | ● | CEVA Inc | ● | LightPath Technologies | | ● | Clearfield | ● | Magnachip Semiconductor | | ● | Coda Octopus Group | ● | NVE Corp | | ● | Digimarc. | ● | One Stop Systems | | ● | Everspin Technologies | ● | Ouster | | ● | Frequency Electronics | ● | Pixelworks, Inc | | ● | GSI Technology | ● | Quicklogic |

  16. Peer Group – Board of Director Compensation

    The following companies were added to the Peer Group used to evaluate the compensation of the Board of Directors: Aehr Test Systems, Arteris, Clearfield, Frequency Electronics, Innovation Solutions and Support, KVH Industries, LighPath Technologies, Magnachip Semiconductor, and One Stop Systems. The following companies were removed from the Peer Group: Aware, eMagin Corp., Emcore, PowerFleet, Intevac Inc. and Vuzix.

  17. Peer Group – NEO Compensation

    Peer Group – NEO Compensation In 2025, the Compensation Committee engaged Aon to assist in selecting a new peer group with a median revenue and market capitalization size that approximated ours for the purposes of benchmarking our Chief Executive Officer compensation. Based on Aon’s structured peer group review process and recommendations, the final 2025 peer group consisted of 22 companies with a headcount in the range of 60 to 600 employees, a trailing twelve month revenues ranging from approximately $20 million to $1 billion and market capitalization size ranging from approximately $100 million to $1 billion and included the following companies:

  18. Peer Group – NEO Compensation

    | ● | 908 Devices | ● | Immersion Corp. | | ● | Aehr Test Systems | ● | Innovation Solutions and Support | | ● | Amtech Systems. | ● | InTEST. | | ● | Arteris | ● | KVH Industries | | ● | CEVA Inc | ● | LightPath Technologies | | ● | Clearfield | ● | Magnachip Semiconductor | | ● | Coda Octopus Group | ● | NVE Corp | | ● | Digimarc. | ● | One Stop Systems | | ● | Everspin Technologies | ● | Ouster | | ● | Frequency Electronics | ● | Pixelworks, Inc | | ● | GSI Technology | ● | Quicklogic |

  19. Peer Group – NEO Compensation

    The following companies were added to the 2025 Peer Group: Clearfield, Innovation Solutions and Support, KVH Industries, Magnachip Semiconductor and One Stop Systems. The following companies were removed from the 2025 Peer Group: Aware, Emcore, Intevac Inc., and Sono-tek.

  20. Elements of Compensation

    | ● | Base salary; | | ● | Annual incentive (cash or restricted stock); | | ● | Long-term incentives; | | ● | 401(k) matching contribution; | | ● | Partially funded health insurance; and | | ● | Employment and change-in-control agreements for the Chief Executive Officer. |

  21. Elements of Compensation

    The Compensation Committee does not have any formal policies for allocating compensation among salary, annual cash incentive awards and long-term incentive equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, the Compensation Committee exercises judgment to establish a total compensation program for each officer that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that the Compensation Committee believes is appropriate to achieve the goals of our executive compensation program and our corporate goals and objectives. In setting the elements of compensation, the Compensation Committee considers prior compensation paid and amounts realizable from prior stock-based awards, as well as other benefits provided by the Company. The combination and allocation of the components and the target amount of each component is also influenced by the role of the executive officer, individual performance, expected contributions, market practices, and the total value of all the compensation and benefits available to the individual executive officers. The Compensation Committee reviews and considers each component for each executive officer before making compensation decisions.

  22. Compensation Element Detail

    | Officer | Salary(1) | Cash Bonus | Restricted Stock and Option Awards | | Michael Murray CEO | 22.9% | 25.0% | 52.1% | | Paul Baker COO | 50.3% | 4.2 | 45.5% | | Erich Manz CFO (commenced on September 2, 2025) | 9.0% | 3.1 | 87.9% | | Richard Sneider CFO (terminated on September 1, 2025) | 54.1% | — | 45.9% |

  23. Salary

    Salary We believe that establishing an appropriate level of annual base salary for our executives is an important element in retaining and motivating our executive officers. In determining base salaries for our executive officers, the Compensation Committee considers the responsibilities of each position, cost of living adjustments and the skills and experience required for each job. The Compensation Committee’s determinations are influenced heavily by the evaluations and performance reviews for each executive officer by our Chief Executive Officer, as discussed above. In addition, the Compensation Committee reviews the peer group benchmarking analysis, if performed, and finally, reviews total compensation for reasonableness prior to making any final determinations. The following table summarizes the base salaries for 2024 and 2025:

  24. Annual Bonus and Incentives

    Annual Bonus and Incentives For fiscal year 2025, under the terms of Mr. Murray’s employment agreement he was eligible for a target bonus of 100% of his base salary ($512,323) up to a maximum of 150% base salary based on a formula and the determination of achievement of goals as determined by the Board. For fiscal year 2025, the Board awarded Mr. Murray a bonus of $463,374 for his contribution to the Company’s overall performance. The Board also awarded Mr. Murray a bonus of $100,000 based on the successful negotiation of the strategic agreement entered into between the Company and with Theon International PLC and the equity raise. For fiscal year 2025 Messrs. Sneider, our former CFO, and Baker received 136,600 and 146,350 shares of restricted stock, respectively, which could have been earned if fiscal year 2025 revenue target $65 million, net operating income of $5.5 million and individual goals were met. The revenue and net operating result goals had a minimum base amount, a targets amount and a maximum upper goal amount. If the minimum base amount was achieved approximately 29% of the shares could be earned, if the target amount was achieved approximately 71% of the shares could be earned and if the maximum upper goals was achieved all the shares could be earned. If the base amount was not achieved, then no restricted stock was earned. Mr. Baker earned 86,786, respectively, of the shares granted which represents achieving approximately 59% of the goals.

  25. Long-Term Incentives

    Long-Term Incentives We believe that including an equity-based incentive component of compensation is a critical tool for motivating our executives and certain employees. We believe that granting equity awards to our executives aligns executive compensation with long-term stockholder value. By awarding executive officers with equity awards that vest over time, we believe that our executive officers will have a continuing stake in our long-term success and these awards serve as an important retention program. We weighed our total executive compensation towards restricted stock awards that either vest upon the achievement of certain milestones or vest over time. While our management can improve our financial performance through the sales of our current products, cost reduction efforts, process improvements and other short-term advancements, we believe that our executive officers’ focus on long-term achievements, particularly increasing our product and patent portfolios, will create the greatest stockholder value. We believe that by granting our executives meaningful levels of equity awards that vest both in the short-term and long-term we will achieve the proper balance between incentivizing them to focus on the current fiscal year’s results and longer- term strategies of the Company. In determining the size of each equity award granted to our executive officers, the Compensation Committee considers:

  26. Long-Term Incentives

    | ● | the amount previously awarded on an annual basis to the executive, | | ● | recommendations from the compensation consultant, | | ● | the total value of unvested equity awards held by the executive, and | | ● | the executive’s overall performance, our performance during the year and the dilution to the stockholders. |

  27. Long-Term Incentives

    On January 3, 2025 Mr. Murray received a restricted stock grant of 408,634 which will cliff vest in January 2028. In addition, Mr. Murray received 591,366 option to purchase the Company’s common stock at a price of $1.76. 36,960 options vest each quarter through 2029. The vesting of the restricted stock and options are subject to the terms of the Company’s 2020 Equity Incentive Plan and the restricted stock and option agreements which include additional terms including a double trigger clause in the event of a change in control. Under our long-term incentive plan Mr. Baker received restricted stock grants of 100,000 shares, of which 34% shall vest on April 23, 2026, 33% shall vest on April 23, 2027 and 33% shall vest on April 23, 2028. The restricted stock grants are subject to the Company’s 2020 Equity Incentive Plan and Mr. Baker’s continued employment by the Company. On September 2, 2025 Erich Manz became the Company’s Chief Financial Officer. In order to induce him to accept the position he was granted 400,000 shares of restricted stock. The restricted stock vests at the rate of 25% starting on December 10, 2026 and then 25% on the following three December 10ths, thereafter. Mr. Sneider, our former CFO, received a restricted stock grant of 25,000 shares that vests on April 23, 2026. The restricted stock grants are subject to the Company’s 2020 Equity Incentive Plan. These grants were issued to incentivize the individuals to remain with the Company and further align their interest with those of stockholders. In 2025 we granted our Board and employees an aggregate of 3,382,864 shares of restricted common stock of the Company of which 1,326,230 could be earned based on achieving milestones in fiscal year 2025.

  28. Employment and Other Agreements

    Notwithstanding the foregoing, upon termination by the Company without Cause or by the Mr. Murray with Good Reason on or within six months preceding or 15 months following a Change of Control (the “Change of Control Protection Period”), and provided that Mr. Murray executes and does not revoke a written Release, then he shall be entitled to receive, in lieu of certain payments or any severance plan or program for employees or executives the following:

  29. Employment and Other Agreements

    Our 2020 Equity Incentive Plan allows for the acceleration of the vesting of unvested stock options and restricted stock awards subject to a “double trigger” mechanism in the event of a change in control.

  30. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation As discussed in our Annual Report on Form 10-K for the fiscal year ended December 27, 2025, the accounting for stock-based awards requires the measurement and recognition of compensation expense based on the fair value of all share-based payment awards made to employees and directors, including stock options and employee stock purchases under employee stock purchase plans. We are required to account for share-based compensation transactions using a fair value method and recognize the related expense associated with share- based payments in our statement of operations. Stock-based compensation cost is measured at the accounting measurement date based on the fair value of the award and is recognized as expense over the service period, which generally represents the vesting period. The expense recognized over the service period is required to include an estimate of the awards that will be forfeited. All employees are eligible to participate in our equity award program but the number of employees who actually participate annually has been reduced and does not typically include employees who are paid on an hourly basis.

  31. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation for the fiscal years ended December 27, 2025 and December 28, 2024 of those persons who served as our principal executive officer, our principal financial officer and our next most highly compensated executive officer for the fiscal year ended December 27, 2025. We refer to these individuals in this proxy as our named executive officers (NEOs).

  32. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Restricted Stock Awards ($)(2) | Option Awards ($)(3) | Non-equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total $ | | Michael Murray | 2025 | $506,191 | $100,000 | $600,692 | 575,990 | 463,374 | $— | $11,176 | $2,257,423 | | President and Chief Executive Officer | 2024 | $481,155 | $226,620 | $1,007,880 | — | $668,000 | — | $7,183 | $2,390,838 | | Erich Manz | 2025 | $85,385 | $30,000 | $856,000 | — | $— | — | $2,271 | $973,656 | | Treasurer and Chief Financial Officer (Commencing September 2, 2025) | | | | | | | | | | | Richard A. Sneider | 2025 | $269,843 | $10,000 | $228,552 | — | $— | — | $11,064 | $519,459 | | Treasurer and Chief Financial Officer (terminating September 1, 2025) | 2024 | $356,701 | $— | $165,408 | — | $— | — | $12,738 | $534,847 | | Paul Baker | 2025 | $348,861 | $30,000 | $326,135 | — | $— | — | $11,002 | $715,997 | | Chief Operating Officer of Kopin Government and Industrial and Strategic Business Officer | 2024 | $330,814 | $— | $154,338 | — | $— | — | $12,022 | $497,174 |

  33. Summary Compensation Table

    | (1) The amount represents discretionary cash bonuses awarded by the Company. In 2024 the Company awarded Mr. Murray a bonus of $226,620 related to performance for fiscal year 2023. In 2025 the Company awarded Mr. Murray received bonuses of $463,374 for the overall performance of the Company. In 2025 the Company also awarded Mr. Murray a bonus of $100,000 for successful negotiation of the strategic agreement entered into between the Company and Theon International PLC and the equity raise. Messer. Sneider and Baker received bonuses of $10,000 and $30,000, respectively, related to successful negotiation of the strategic agreement entered into between the Company and Theon International PLC and the equity raise. Mr. Manz received a $30,000 bonus for his contributions to the fiscal year 2025 results of the Company. | | (2) Represents the aggregate fair value on the grant date of restricted stock granted in 2025 computed in accordance with FASB ASC Topic 718. The amounts in the column reflect the number of shares of restricted common stock granted in each year multiplied by the closing share price of the Company’s stock as listed on Nasdaq on the date of grant. See notes 1 and 8 of the consolidated financial statements included in our Form 10-K for the fiscal year ended December 27, 2025, regarding assumptions underlying valuation of equity awards. | | (3) Represents the aggregate fair value on the grant date of stock option granted in 2025 computed in accordance with FASB ASC Topic 718. The amounts in the column reflect the number of shares of stock options granted in each year multiplied by the fair market value of the stock option as computed under FASB ASC Topic 718 on the day of grant. See notes 1 and 8 of the consolidated financial statements included in our Form 10-K for the fiscal year ended December 27, 2025, regarding assumptions underlying valuation of equity awards. | | (4) The amounts reflect cash bonus payments earned with respect to annual incentive plans. The Company awarded Mr. Murray a cash bonus of $463,374 for the overall performance of the Company. The Company awarded Mr. Murray a bonus of $668,000 for performance related to fiscal year 2024. | | (5) The Company does not maintain any pension or non-qualified deferred compensation plan. | | (6) Includes amounts for the Company’s matching contributions under the Company’s 401(k) Plan ranging and premiums paid for life insurance. For fiscal year 2025 Messer. Murray, Manz, Sneider and Baker received $10,350, $2,077, $10,350 and $10,350, respectively, of 401(k) match and $689, $162, 595, and $544 of life insurance premiums paid for on their behalf. For fiscal year 2024 Messer. Murray, Sneider and Baker received $6,161, $10,350 and $9,882, respectively of 401(k) match and $1,021, $2,388 and $2,140 of life insurance premiums paid for on their behalf. |

  34. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table discloses information concerning stock options and unvested stock awards held by our named executive officers as of December 27, 2025 pursuant to our Equity Plans.

  35. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($)(1) | 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 Shares, Units or Other Rights That Have Not Vested ($) | | Michael Murray | 110,881 | 480,485 | 591,366 | $1.76 | 1/3/2035 | 728,634 | $1,734,149 | 1,200,000 | $2,856,000 | | Erich Manz | — | — | — | — | — | 400,000 | $952,000 | — | $— | | Paul Baker | — | — | — | — | — | 150,000 | $357,000 | 146,350 | $348,313 | | Richard Sneider | — | — | — | — | — | 75,000 | $178,500 | 136,600 | $325,108 |

  36. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Market value information is determined by multiplying the number of shares by the closing price of our common stock on Nasdaq on the last trading day of our 2025 fiscal year ($2.38 as of December 27, 2025). |

  37. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | 2024 Incentive Plan(1) | 2025 Retention Grant(2) | 2022 Retention Grant(3) | Total(7) | | Michael Murray | 1,200,000 | 408,634 | 320,000 | 1,928,634 |

  38. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2025 Incentive Plan(4) | 2025 Retention Grants(5) | 2025 Retention Grant(6) | 2025 Retention Grant(7) | 2024 Retention Grant(8) | Total(9) | | Erich Manz | | 400,000 | — | — | — | 400,000 | | Paul Baker | 146,350 | - | 100,000 | - | 50,000 | 296,350 | | Richard Sneider | 136,600 | - | | 25,000 | 50,000 | 211,600 |

  39. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Vesting of shares will vest upon achievement of certain milestones in the Company’s fiscal year 2026. | | (2) Shares are scheduled to vest on January 5, 2028. | | (3) The original grant was 800,000 shares and they vest at the rate of 160,000 shares on each December 10th, commencing December 10, 2023. | | (4) Vesting of shares will vest upon achievement of certain milestones in the Company’s fiscal year 2025. | | (5) Shares vest at the rate of 25% starting on December 10, 2026 and then 25% on the following three December 10ths, thereafter. | | (6) Shares vest at the rate of 34% on April 23, 2026, 33% on April 23, 2027 and 33% on April 23, 2028. | | (7) Shares vest on April 23, 2026. | | (8) Shares vest at the rate of 34% on December 10, 2025, 33% on December 10, 2026 and 33% on December 10, 2027. | | (9) The employees must remain employed by the Company, except as provided in the Company’s Equity Incentive Plan, and meet certain other conditions for the shares to vest. |

  40. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers and the financial performance of the Company for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  41. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO– M. Murray(1) | Compensation Actually Paid to PEO– M. Murray(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(3) | Net Income (Loss) | | 2025 | $2,257,423 | $2,850,268 | $736,371 | $927,888 | $188.71 | $2,549,249 | | 2024 | $2,390,838 | $2,491,558 | $516,011 | $427,512 | $33.25 | $(43,877,896) | | 2023 | $1,042,357 | $1,651,367 | $602,068 | $684,290 | $49.63 | $(19,748,219) |

  42. PAY VERSUS PERFORMANCE

    | (1) Mr. Murray was PEO for fiscal years 2025, 2024 and 2023. The Non-PEO NEOs presented for fiscal year 2025 consists of Mr. Manz commencing with his employment on September 2, 2025, Mr. Sneider through September 1, 2025 (termination of position Chief Financial Officer and Treasurer) and Mr. Baker. The Non-PEO NEOs presented for fiscal years 2024 and 2023 consists of Mr. Sneider and Mr. Baker. |

  43. PAY VERSUS PERFORMANCE

    | (2) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. | | (3) The cumulative total shareholder return (“TSR”) measures the cumulative value of $100 invested on the last trading day before the earliest fiscal year in the table, or December 31, 2022, including the reinvestment of dividends, through and including the end of the applicable fiscal year for which TSR is calculated, or December 27, 2025, December 28, 2024, and December 30, 2023. The Company did not pay dividends in the periods presented. |

  44. PAY VERSUS PERFORMANCE

    For Mr. Murray:

  45. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO (Michael Murray) | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO (Michael Murray) | | 2025 | $2,257,423 | $(1,176,682) | $1,769,527 | $2,850,268 | | 2024 | $2,390,838 | $(1,007,880) | $1,108,600 | $2,491,558 | | 2023 | $1,042,357 | $(431,999) | $1,041,010 | $1,651,367 |

  46. PAY VERSUS PERFORMANCE

    | (a) Represents the total of the grant date fair value of equity award reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |

  47. PAY VERSUS PERFORMANCE

    | (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  48. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Award Granted during Year that Remains Unvested | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | $2,161,195 | $(637,201) | $- | $245,533 | $— | $— | $1,769,527 | | 2024 | $1,668,000 | $(328,533) | $- | $(220,392) | $(10,475) | $— | $1,108,600 | | 2023 | $428,190 | $505,600 | $56,020 | $51,200 | $- | $— | $1,041,010 |

  49. PAY VERSUS PERFORMANCE

    For the non CEO- NEOs:

  50. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs(a) | Average Reported Value of Equity Awards | Average Equity Award Adjustments(b) | Average Compensation Actually Paid to Non-PEO NEOs(b) | | 2025 | $736,371 | $(470,229) | $661,746 | $927,888 | | 2024 | $516,011 | $(159,873) | $71,375 | $427,513 | | 2023 | $602,068 | $(255,140) | $337,362 | $684,290 |

  51. PAY VERSUS PERFORMANCE

    | (a) Represents the total of the average grant date fair value of the equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year for all Non-PEO NEOs. | | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year- end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  52. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Award Granted during Year that Remains Unvested | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2025 | $624,275 | $43,700 | $- | $24,921 | $(31,150) | $— | $661,746 | | 2024 | $164,090 | $(27,840) | $- | $(57,187) | $(7,688) | $— | $71,375 | | 2023 | $260,026 | $37,130 | $45,538 | $9,920 | $(15,252) | $— | $337,362 |

  53. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The illustrations below provide a graphical description of the relationship between pay verses performance figures that are included in the pay verse performance tabular disclosure above. “Compensation Actually Paid” for tabular disclosure and the following graphs was calculated in accordance with SEC rules.

  54. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the two most recently completed fiscal years.

  55. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the two most recently completed fiscal years.

  56. Director Compensation Commencing in Fiscal Year 2025

    Director Compensation Commencing in Fiscal Year 2025 In 2025, our Board-approved compensation for non-employee directors was as follows:

  57. Director Compensation Commencing in Fiscal Year 2025

    | ● | The Annual retainer was $40,000 | | ● | The annual stock grant was 64,500 shares of restricted stock issued annually and vests in one year: | | ● | Non-employee Chairperson of the Board: $30,000 | | ● | Lead Independent Director of the Board: $25,000 | | ● | Audit Committee Chairperson compensation was increased $15,000 | | ● | Compensation Committee Chairperson compensation increased $10,000 | | ● | Nominating and Corporate Governance Committee Chairperson compensation $10,000 | | ● | Audit Committee member compensation $8,000 | | ● | Compensation Committee member compensation $5,000 | | ● | Nominating and Corporate Governance Committee member compensation $4,375 | | ● | There are no meeting fees |

  58. Director Compensation Commencing in Fiscal Year 2025

    In 2025, our Board engaged Aon to review the Board Compensation and as a result of the adoption of the Board Compensation plan commencing in 2025 the following adjustments will made:

  59. Director Compensation Commencing in Fiscal Year 2025

    | ● | The Annual retainer was increased $2,500 | | ● | Audit Committee member compensation increased $1,000 | | ● | Compensation Committee member compensation increased $500 | | ● | Nominating and Corporate Governance Committee member compensation increased $675 |

  60. Director Compensation Commencing in Fiscal Year 2025

    Each non-employee director was also entitled to receive an initial restricted stock award for 64,500 shares of our common stock on the date of his or her initial election to the Board. We also pay expenses for attendance at meetings of the Board and committees thereof. The following table sets forth certain information regarding the compensation earned by or awards to each non-employee director who served on our Board of Directors in the 2025 fiscal year. Mr. Murray, who was an employee of Kopin during 2025, was not compensated for his service as director and his compensation is fully reflected in the Summary Compensation Table above.

  61. Director Compensation Table for 2025

    Director Compensation Table for 2025

  62. Director Compensation Table for 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation ($)(3) | Total ($) | | Jill J. Avery(4) | $82,375 | $102,555 | — | — | — | — | $184,930 | | David Nieuwsma (5) | $53,000 | $102,555 | — | — | — | — | $155,555 | | Margaret Seif(6) | $60,000 | $102,555 | — | — | — | — | $162,555 | | Paul V. Walsh, Jr.(7) | $59,375 | $102,555 | — | — | — | — | $161,930 |

  63. Director Compensation Table for 2025

    | (1) Represents the aggregate fair value on the grant date of restricted stock granted in 2025 computed in accordance with FASB ASC Topic 718. Each Board member received his or her annual restricted stock grant of 64,500 shares which vests on the anniversary of the grant if the person is still a member of our Board of Directors on such anniversary. The amounts in the column were determined by multiplying the number of shares of restricted common stock granted by the closing price of our common stock as listed on the Nasdaq on the day of grant. The 2025 grant occurred on June 26, 2025, and the closing price of our stock was $1.59. | | (2) There were no stock options issued in 2025. | | (3) No non-equity incentive compensation, pension, non-qualified deferred compensation or other compensation payments were made as compensation for director services in fiscal year 2025 or are contemplated under our current compensation plan. | | (4) Dr. Avery’s annual cash fees were comprised of the annual retainer of $40,000, $25,000 for being the Lead Independent Director, $4,375 for serving on the Nominating Committee, $8,000 for serving on the Audit Committee and $5,000 for serving on the Compensation Committee. | | (5) Mr. Nieuwsma’s annual cash fees were comprised of the annual retainer of $40,000, $8,000 for serving on the Audit Committee and $5,000 for serving as the Compensation Committee | | (6) Ms. Sief’s annual cash fees were comprised of the annual retainer of $40,000, $10,000 for serving as Chairperson of the Nominating Committee and $10,000 for serving as the Chairperson of the Compensation Committee. | | (7) Mr. Walsh, Jr.’s annual cash fees were comprised of a prorated annual retainer of $40,000, $15,000 for serving as the Audit Committee Chairperson and $4,375 for serving on the Nominating Committee. | | (8) Each Director, excluding Michael Murray, received 64,500 of unvested restricted shares. |

  64. Highlights of the Amended Plan

    | ● | Limit on awards to non-employee directors. The Amended Plan imposes an aggregate limit on the value of awards that may be granted, when aggregated with cash fees that may be paid, to each non-employee director for services as a non-employee director in any year to $500,000 in total value. |