DEF 14A of Kopin Corp, May 20, 2025

DEF 14A of Kopin Corp

Filed May 20, 2025 · FY20240001641172-25-011816

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 2026 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 holds a Doctorate in Business Administration (marketing) from Harvard Business School, a MBA (marketing and finance) from the Wharton School, and a BA (English) from the University of Pennsylvania. 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. 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 Electronics Group (Ultra), a British Defense and Security company he joined in 2020, where he served as President of the Cyber business, working with defense ministries and governments. Prior to joining Ultra Mr. Murray from 2017 to 2020 worked at Blackridge Technology as a Senior Vice President and General Manager, IloT. 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. 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 Bachelor of Science, Management from the US Air Force Academy in Colorado Springs, Colorado, a Bachelor of Science, Computer Science, from Chapman College, Orange, California, and a Master of Business Administration 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 2014 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, structures 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 serves on the Board of Advisors for Community Servings Inc., and the New England Regional Council of the Smithsonian Institution. Ms. Seif has a Bachelor of Arts from Brown University and a Doctor of Jurisprudence 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. Prior to retiring in February 2022, Mr. Walsh served as Chief Financial Officer, Senior Vice President and Treasurer, at Allegro MicroSystems, Inc., 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 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. Mr. Walsh currently serves on the board of directors of Semtech Corporation (NASD: SMTC), which designs and manufactures semiconductors for IoT and connectivity applications, serving as the chair of its audit committee as a member of the Nominating and Governance Committee as well as the Strategy and Technology Committee. Mr. Walsh served as an advisor to the board of directors and audit committee of Anokiwave, Inc., a late-stage semiconductor company, from October 2022 to February 2024, where he was also an investor. Anokiwave, Inc. was acquired by Qorvo, Inc. in February 2024. Additionally, he served on the board of directors of Nitero, Inc., a venture-backed startup semiconductor company, from 2012 to 2015, and Grande Communications Networks, LLC, a broadband communications provider of cable and internet services, from 2008 to 2010, including as chairman of the audit committee. Officers Michael Murray, President, Chief Executive Officer, Director. Mr. Murray, age 51, 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. Richard A. Sneider, Treasurer and Chief Financial Officer. Mr. Sneider, age 65, has served as our Treasurer and Chief Financial Officer since September 1998. Mr. Sneider is a former Certified Public Accountant and was formerly a partner of the international public accounting firm, Deloitte & Touche LLP, where he worked for 16 years. Paul Baker, Chief Operating Officer for Kopin Government and Industrial and Strategic Business Officer. Mr. Baker, age 62, has held his present position with the Company since January 2020 and previously 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 a M.B.A. from Boston University. Board Structure and Risk

  3. Background of Nominees for Director and Certain Officers

    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. Our Board has determined that each of Jill J. Avery, David Nieuwsma, Marnie Seif and Paul 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 2024, our Board held seven meetings. For each director that was voted to the Board at the 2024 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 of committee during fiscal year 2024. All directors attended the Company’s 2024 Annual Stockholder Meeting. Mr. Walsh, Jr. joined the Board of Directors after the 2024 Annual Meeting of Stockholders and attended the two Board meetings after he joined the Board. 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: Jill J. Avery, David Nieuwsma and Paul Walsh, Jr., 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 2024. During the 2024 fiscal year, our Audit Committee met in person or through a conference call seven times. Ms. Avery attended all seven meetings. Mr. Nieuwsma joined the Audit Committee in June 2024 and attended two of the three subsequent meetings. Mr. Walsh joined the Audit Committee in September 2024 and attended the two subsequent meetings. Nominating and Corporate Governance Committee: Our Nominating and Corporate Governance Committee presently is composed of two directors: Dr. Avery and Ms. Seif, 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 2024 fiscal year, our Nominating and Corporate Governance Committee met in person or through a conference call five times and all members participated in the meetings. In addition, the Nominating and Corporate Governance Committee engaged and paid a fee to a consultant, Egon Zehnder, to identify possible Board of Director candidates, The Nominating and Corporate Governance Committee members periodically met with Egon Zehnder for status updates and to review potential candidates. Compensation Committee: Our Compensation Committee presently is composed of three directors: Dr. Hsieh, Mr. Nieuwsma and Ms. Seif, 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 2024 fiscal year, our Compensation Committee met in person or through a conference call nine times. Dr. Hsieh participated in eight of the meetings. Mr. Nieuwsma and Ms. Seif were added to the Compensation Committee in June 2024 and participated in all seven 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. Dr. Hsieh will not be standing for reelection at the Meeting and will cease to be on the Compensation Committee after the Meeting. 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, Sneider, and Baker received base wages increases from $450,000 to $495,000, $349,048 to $359,520, and $324,450 to $334,184, respectively. | | ● | Mr. Murray was awarded a bonus for fiscal year 2024 performance of $668,000. | | ● | Mr. Murray received a grant of 1,200,000 shares of restricted stock (2026 Performance-Based Equity Award) which shall vest based on the attainment of corporate performance goals and targets, including a minimum revenue for the fiscal year 2026, and his continued employment through December 31, 2026. The target number of restricted shares is 1,000,000 and the target performance goals are fiscal year 2026 revenue of $65 million and a consolidated 6% operating profit. 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 |

  5. Executive Summary

    | ● | Our primary objective for fiscal year 2024 was to continue to increase revenues and cash flow. To that end, as part of the annual incentive plan we granted our CFO and COO 45,300 and 40,800 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 35% of their 2023 base wages divided by approximately the Company’s share price on day of grant. 20% of the shares could have been earned by meeting certain revenue targets, 70% of the shares could have been earned by meeting certain cash flow targets and 10% could be earned based on meeting individual goals in fiscal year 2024. 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 30% of the shares could be earned, if the target amount was achieved approximately 75% of the shares could be earned and if the maximum upper goals was achieved all of the shares could be earned. | | | Messrs. Sneider and Baker earned 25,505 and 22,972, respectively, of the shares granted which represents achieving approximately 56% of the goals. | | ● | Under our long-term incentive plan, each of Messrs. Sneider and Baker each received restricted stock grants of 75,000 shares that at the rate of 34% on December 10, 2025, 33% shall vest on December 10, 2026 and 33% shall vest on December 10, 2027, subject to the Company’s 2020 Equity Incentive Plan and remain employed by the Company. 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

    | 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 | | |

  7. 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 bonus awards and long-term equity-based retention compensation. In fiscal year 2024, we maintained the same philosophy but we are striving 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. To this end, in fiscal year 2024 we increased the number of employees eligible to receive a cash bonus based on fiscal year 2024 results. 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:

  8. 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. |

  9. 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. In 2023, Aon’s Human Capital Solutions practice, a division of Aon plc (Aon), was engaged to review the Company’s Board of Director compensation. In 2024, the Company engaged Aon, as the independent compensation consultant to provide the following services:

  10. 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. |

  11. 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 2024 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”).

  12. 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 2024, we did a formal benchmarking analysis of our NEOs compensation.

  13. Peer Group – Board of Director Compensation

    Peer Group – Board of Director Compensation In 2023, 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 2023 peer group consisted of 20 companies with a revenue range of $15 million to $150 million and market capitalization in the range of $50 million to $500 million and included the following companies:

  14. Peer Group – Board of Director Compensation

    | ● | 908 Devices | ● | Everspin Technologies | | ● | Amtech Systems. | ● | GSI Technology | | ● | Aware | ● | Immersion Corp. | | ● | CEVA Inc | ● | InTEST | | ● | Coda Octopus Group | ● | Intevac Inc. | | ● | Digimarc. | ● | NVE Corp.. | | ● | eMagin Corp | ● | Ouster | | ● | Emcore | ● | Pixelworks, Inc. | | | | ● | PowerFleet | | | | ● | Quicklogic | | | | ● | Vuzix |

  15. Peer Group – NEO Compensation

    Peer Group – NEO Compensation In 2024, 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 NEO compensation. Based on Aon’s structured peer group review process and recommendations the final 2024 peer group consisted of 20 companies with trailing twelve month revenues ranging from approximately $18 million to $163 million and market capitalization size ranging from approximately $43 million to $545 million and included the following companies:

  16. Peer Group – NEO Compensation

    | ● | 908 Devices | ● | GSI Technology | | ● | Aehr Test Systems | ● | Immersion Corp. | | ● | Amtech Systems. | ● | InTEST | | ● | Arteris | ● | Intevac Inc. | | ● | Aware | ● | LightPath Technologies | | ● | CEVA Inc | ● | NVE Corp | | ● | Coda Octopus Group | ● | Ouster | | ● | Digimarc. | ● | Pixelworks, Inc | | ● | Emcore | ● | Quicklogic | | ● | Everspin Technologies | ● | Sono-tek | | ● | Frequency Electronics | | |

  17. Peer Group – NEO Compensation

    The following companies were added to the 2024 Peer Group: Aehr Test Systems, Arteris, Frequency Electronis, and Sono-tek. The following companies were removed from the 2024 Peer Group: eMagin Corp, PowerFleet, and Vuzix.

  18. 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. |

  19. 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.

  20. Compensation Element Detail

    | Officer | Salary(1) | Bonus | Restricted Stock Awards | | Michael Murray | 20.4% | 37.4% | 42.2% | | Richard Sneider | 69.1% | — | 30.9% | | Paul Baker | 69.0% | — | 31.0% |

  21. 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 2023 and 2024:

  22. Annual Bonus and Incentives

    Annual Bonus and Incentives For fiscal year 2024, under the terms of Mr. Murray’s employment agreement he was eligible for a target bonus of 100% of his in initial base salary ($450,000) 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 2024, based on the overall improvement of operating results the Board awarded Mr. Murray a bonus of 135% of his base salary of $668,000. For fiscal year 2024 Messrs. Sneider and Baker received 45,300 and 40,800 shares of restricted stock, respectively, which could have been earned if fiscal year 2024 revenue target $50 million, cash flow target $8.8 million and individual goals were met. The revenue and cash flow goals had a minimum base amount, a targets amount and a maximum upper goal amount. If the minimum base amount was achieved approximately 30% of the shares could be earned, if the target amount was achieved approximately 75% 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. Messrs. Sneider and Baker earned 25,505 and 22,972, respectively, of the shares granted which represents achieving approximately 56% of the goals.

  23. 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 weighted 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:

  24. 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. |

  25. Long-Term Incentives

    In 2024, we granted Mr. Murray 1,200,000 shares of restricted stock which vests based on the attainment of corporate performance goals and targets, including a minimum revenue of $65 million and a 6% operating profit for the fiscal year 2026, and his continued employment through December 31, 2026. The Compensation Committee determined that the 1,200,000 cliff vesting award along with the 800,000 restricted stock grant that vests over 5 years awarded to Mr. Murray upon his joining the Company in 2022 provides long-term incentive and aligns his interest with shareholder interests. The Board has the discretion to modify the performance goals and targets during the performance period to account for certain irregular, nonrecurring or one-time items in order to maintain alignment with stockholders’ interests in the Board’s sole discretion. If any of the applicable performance goals are attained at less than 80% of target, the number of RSUs 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 RSUs 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 RSUs 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 achievement will be determined by the Board in its reasonable discretion exercised in good faith in 2027 based on the audited financials for fiscal year 2026, and in no event will the 2026 Performance-Based Equity Award be earned at greater than 120% of target. Performance between performance levels for financial goals will be interpolated on a straight-line basis. The Board has the discretion to grant an additional performance-based equity award following the 2026 fiscal year. In 2024, we granted Messrs. Sneider and Baker’s restricted stock grants of 75,000 shares each that vest at the rate of 34% on December 10, 2025, 33% shall vest on December 10, 2026 and 33% shall vest on December 10, 2027, subject to the Company’s 2020 Equity Incentive Plan and remain employed by the Company. In 2024 we granted our Board and employees an aggregate of 4,388,090 shares of restricted common stock of the Company of which 1,246,590 could be earned based on achieving milestones in fiscal year 2024.

  26. 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.

  27. 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 28, 2024, 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. Since 2004 we have only issued restricted stock awards and the fair value of the award is typically based on the closing price of our stock on Nasdaq on the day of grant. 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.

  28. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation for the fiscal years ended December 28, 2024 and December 30, 2023 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 28, 2024. We refer to these individuals in this proxy as our named executive officers (NEOs).

  29. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Restricted Stock Awards ($)(2)(3) | Option Awards ($) | Non-equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(6) | Total $ | | Michael Murray | 2024 | $481,155 | $226,620 | $1,007,880 | — | $668,000 | — | $7,183 | $2,390,838 | | President and Chief Executive Officer | 2023 | $450,000 | $150,000 | $431,999 | — | $— | — | $10,357 | $1,042,357 | | Richard A. Sneider | 2024 | $356,701 | $— | $165,408 | — | $— | — | $12,738 | $534,847 | | Treasurer and Chief Financial Officer | 2023 | $349,048 | $— | $278,800 | — | $— | — | $10,211 | $638,060 | | Paul Baker | 2024 | $330,814 | $— | $154,338 | — | $— | — | $12,022 | $497,174 | | Chief Operating Officer of Kopin Government and Industrial and Strategic Business Officer | 2023 | $324,450 | $— | $231,480 | — | $— | — | $10,145 | $566,075 |

  30. 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 a bonus of $668,000 for performance related to fiscal year 2024. | | (2) 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 6 of the consolidated financial statements included in our Form 10-K for the fiscal year ended December 28, 2024, regarding assumptions underlying valuation of equity awards. | | (3) The amounts included as the value of 2023 Restricted Stock Awards in previous filings incorrectly included the value of restricted stock vesting in 2023 and have been adjusted above to report the grant day fair value of the restricted stock. | | (4) The amounts reflect cash bonus payments earned with respect to annual incentive plans. | | (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. 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. |

  31. 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 28, 2024 pursuant to our Equity Plans.

  32. 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 | — | — | — | — | — | 513,333 | $713,533 | 1,200,000 | $1,668,000 | | Richard A. Sneider | — | — | — | — | — | 120,000 | $166,800 | 45,300 | $62,967 | | Paul Baker | — | — | — | — | — | 117,000 | $162,630 | 40,800 | $56,712 |

  33. 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 2024 fiscal year ($1.39 as of December 28, 2024). |

  34. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | 2024 Incentive Plan(1) | 2023 Retention Grant(2) | 2022 Retention Grant(3) | Total(7) | | Michael Murray | 1,200,000 | 33,333 | 480,000 | 1,713,333 |

  35. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2024 Incentive Plan(4) | 2024 Retention Grants(5) | 2023 Retention Grant(6) | 2021 Retention Grant(6) | 2020 Incentive Grant(6) | Total(7) | | Richard Sneider | 45,300 | 75,000 | 20,000 | 5,000 | 20,000 | 165,300 | | Paul Baker | 40,800 | 75,000 | 20,000 | 5,000 | 17,000 | 157,800 |

  36. 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 vest on December 10, 2024. | | (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 2024. | | (5) Shares vest at the rate of 34% on December 10, 2025, 33% on December 10, 2026 and 33% on December 10, 2027. | | (6) Shares vest on December 10, 2025. | | (7) The employees must remain employed by the Company, except as provided in the Company’s equity plans, and meet certain other conditions for the shares to vest. |

  37. 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.

  38. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for former PEO– John C.C. Fan(1) | Compensation Actually Paid to former PEO– John C.C. Fan(1) | 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 | Net Loss | | 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) | | 2022 | $609,776 | $(254,406) | $1,263,936 | $1,223,936 | $378,934 | $(89,244) | $30.32 | $(19,326,265) |

  39. PAY VERSUS PERFORMANCE

    | (1) Dr. Fan was our PEO for part of fiscal year 2022 and was replaced by Mr. Murray for part of fiscal year 2022. Mr. Murray was PEO for fiscal years 2023 and 2024. The Non-PEO NEOs for the presented consists of Mr. Sneider and Mr. Baker in 2024 and 2023. The Non-PEO NEOs consisted of Messrs. Sneider and Baker and Drs. Tsaur and Choi in 2022. |

  40. 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. |

  41. PAY VERSUS PERFORMANCE

    For Mr. Murray:

  42. 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) | | 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 | | 2022 | $1,263,936 | $(1,032,000) | $992,000 | $1,223,936 |

  43. 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. |

  44. 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: |

  45. 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 | | 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 | | 2022 | $992,000 | $- | $- | $- | $- | $- | $992,000 |

  46. PAY VERSUS PERFORMANCE

    For Dr. Fan:

  47. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for Former PEO (John C.C. Fan) | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to Former PEO (John C.C.Fan) | | 2022 | $609,776 | $— | $(864,182) | $(254,406) |

  48. PAY VERSUS PERFORMANCE

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

  49. PAY VERSUS PERFORMANCE

    | Year | Granted during Year that Remains Unvested Year End Fair Value of Equity Award | 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 | | 2022 | $— | $(94,860) | $— | $(493,723) | $(275,599) | $— | $(864,182) |

  50. PAY VERSUS PERFORMANCE

    For the non CEO- NEOs:

  51. 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) | | 2024 | $516,011 | $(159,873) | $71,375 | $427,512 | | 2023 | $602,068 | $(255,140) | $337,362 | $684,290 | | 2022 | $378,934 | $- | $(468,178) | $(89,244) |

  52. 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: |

  53. 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 | | 2024 | $164,090 | $(27,840) | $- | $(57,187) | $(7,688) | $— | $71,375 | | 2023 | $260,026 | $37,130 | $45,538 | $9,920 | $(15,252) | $— | $337,362 | | 2022 | $- | $(276,055) | $- | $(94,670) | $(97,453) | $- | $(468,178) |

  54. 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.

  55. 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.

  56. 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.

  57. Director Compensation Commencing in Fiscal Year 2024

    Director Compensation Commencing in Fiscal Year 2024 In 2023, the Compensation Committee engaged Aon to perform a peer review of our Board of Director compensation. Commencing in 2024 our Board-approved compensation for non-employee directors is as follows:

  58. Director Compensation Commencing in Fiscal Year 2024

    | ● | Annual retainer: $40,000 | | ● | Annual stock grant: 64,500 shares of restricted stock which vest on the anniversary of the grant Committee membership fees paid annually: | | ● | Audit Committee Chairperson: $15,000 | | ● | Non-employee Chairperson of the Board: $30,000 | | ● | Nominating Committee Chairperson: $10,000 | | ● | Compensation Committee Chairperson: $10,000 | | ● | Audit Committee member: $8,000 | | ● | Nominating Committee member: $4,375 | | ● | Compensation Committee member: $5,000 |

  59. Director Compensation Commencing in Fiscal Year 2024

    As a result of the adoption of the Board Compensation plan commencing in 2024 the following adjustments were made:

  60. Director Compensation Commencing in Fiscal Year 2024

    | ● | The Annual retainer was decreased from $45,000 to $40,000 | | ● | The annual stock grant was increased to 64,500 shares of restricted stock from 10,000 shares Committee membership fees paid annually: | | ● | Non-employee Chairperson of the Board: $30,000 | | ● | Audit Committee Chairperson compensation was increased $5,000 | | ● | Compensation Committee Chairperson compensation increased $6,250 | | ● | Audit Committee member compensation increased $3,000 | | ● | Nominating Committee member compensation increased $1,875 | | ● | Compensation Committee member compensation decreased $1,250 | | ● | Meeting fees were eliminated |

  61. Director Compensation Commencing in Fiscal Year 2024

    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 2024 fiscal year. Mr. Murray, who was an employee of Kopin during 2024, was not compensated for his service as director and his compensation is fully reflected in the Summary Compensation Table above.

  62. Director Compensation Table for 2024

    Director Compensation Table for 2024

  63. Director Compensation Table for 2024

    | 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) | $61,188 | $50,310 | — | — | — | — | $111,498 | | Chi Chia Hsieh(5) | $54,000 | $50,310 | — | — | — | — | $104,310 | | David Nieuwsma (6) | $55,000 | $50,310 | — | — | — | — | $105,310 | | Margaret Seif(7) | $52,188 | $50,310 | — | — | — | — | $85,828 | | Paul Walsh, Jr.(8) | $27,333 | $54,573 | — | — | — | — | $81,907 |

  64. Director Compensation Table for 2024

    | (1) 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 with the exception of Mr. Walsh. 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 2024 grant occurred on June 6, 2024, and the closing price of our stock was $0.78. Mr. Walsh joined the Board of Directors on September 9, 2024 and he was granted 64,500 shares of restricted stock. Our stock price on September 9, 2024 was $0.85. | | (2) There were no stock options issued in 2024. | | (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 2024 or are contemplated under our current compensation plan. | | (4) Dr. Avery’s annual cash fees were comprised of the annual retainer of $40,000, $7,188 for serving on the Nominating Committee, and $8,000 for serving on the Audit Committee. In addition, prior to the implementation of the current Board member compensation plan members were paid meeting fees. Ms. Avery was paid $2,000 for attending meetings of the Board and $4,000 for attending meetings of the Audit Committee under the prior Board member compensation plan. | | (5) Dr. Hsieh’s annual cash fees were comprised of the annual retainer of $40,000 and $10.000 for serving as the Compensation Committee Chairperson. In addition, prior to the implementation of the current Board member compensation plan members were paid meeting fees. Dr. Hsieh was paid $2,000 for attending meetings of the Board and $2,000 for attending meetings of the Compensation Committee under the prior Board member compensation plan. | | (6) 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. In addition, prior to the implementation of the current Board member compensation plan members were paid meeting fees. Mr. Nieuwsma was paid $2,000 for attending meetings of the Board. | | (7) Ms. Sief’s annual cash fees were comprised of the annual retainer of $40,000, $7,188 for serving as Chairperson of the Nominating Committee and $5.000 for serving on the Compensation Committee. | | (8) Mr. Walsch, Jr.’s annual cash fees were comprised of a prorated annual retainer of $12,333, and $15,000 for serving as the Audit Committee Chairperson. | | (9) Each Director, excluding Michael Murray, has 64,500 of unvested restricted shares. |