John Cronin

About John Cronin

John Cronin is an inventor and intellectual property strategist who served as a Know Labs director from November 2023 until September 2024, when he was appointed Interim Chief Technology Officer; as an officer, he is not considered an independent director. He is Chairman and CEO of ipCapital Group (founded 1998), has authored over 1,600 patents/applications, spent 17 years at IBM where he became its top inventor and created the IBM Patent Factory, and holds B.S. and M.S. degrees in Electrical Engineering and a B.A. in Psychology from the University of Vermont .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles

  • Compensation Committee: Member; committee chaired by William A. Owens; the company disclosed Mr. Cronin “will be replaced with an independent director shortly” given his officer status .
  • Audit Committee: Not a member (members: Pepper—Chair, Owens, Takesako; Owens designated “audit committee financial expert”) .
  • Nominating & Corporate Governance Committee: Not a member (members: Ellingson—Chair, Pepper, Takesako) .

• Independence status and tenure

  • Not independent as of his appointment as Interim CTO in September 2024; served as a director between November 2023 and September 2024 .

• Attendance and engagement

  • Committee activity: Audit met 4 times; Compensation met 4 times during the last fiscal year (individual attendance not disclosed) .

• Governance context affecting committee independence

  • Following the pending private placement, Know Labs expects to be a “controlled company,” which would exempt it from certain NYSE American independence requirements for the board and key committees .

Fixed Compensation

FY2024 non‑employee director cash fees (prior to his CTO appointment):

Notes:

• Amounts reflect director service through FY2024; figures are reported at grant-date accounting values per ASC 718 in the company’s filings .
• The company effected a 1-for-40 reverse stock split on February 19, 2025, which affects share comparability across periods .

Performance Compensation

FY2024 director equity compensation (grant-date fair values per ASC 718):

Performance metrics and vesting details:

• The 2021 Equity Incentive Plan permits use of one or more performance criteria measured on absolute or relative bases vs. peers or indices; administrator may apply negative discretion; awards can include options, SARs, restricted stock/RSUs, other stock-based or cash-based awards .
• The plan allows change-in-control treatment (e.g., vesting acceleration if not assumed) and includes a clawback policy adopted in 2023 pursuant to SEC/NYSE rules (Section 954 Dodd‑Frank) .

Plan framework highlights (governance controls):

• Performance criteria allowed (absolute/relative; company or peer indices) .
• CIC treatment: if not assumed, 100% vesting acceleration of unvested portion immediately prior to the change in control; alternatives include cash-out of awards .
• Clawback: Compensation Recovery Policy adopted in 2023 for recoupment of cash/equity incentive compensation upon required accounting restatements .

Note: For Mr. Cronin’s FY2024 director awards, specific performance conditions and vesting schedules were not disclosed in the cited tables/footnotes .

Other Directorships & Interlocks

Expertise & Qualifications

• 1,600+ patents and applications authored across many technology spaces; deep IP strategy experience .
• 17 years at IBM; top inventor; created IBM Patent Factory; helped launch IBM’s licensing program .
• Education: B.S. (E.E.), M.S. (E.E.), and B.A. in Psychology, University of Vermont .

Equity Ownership

Beneficial ownership (including exercisable options within 60 days), with pre/post reverse-split views:

Additional alignment/disclosure notes:

• No pledging/hedging disclosures were identified for Mr. Cronin in the cited filings.
• On June 4, 2025, the board approved certain contingent awards for executives/employees (not directors) and noted prior voluntary cancellation of historic stock option grants by “individual recipients” including non-employee directors, to conserve equity capacity—implying Mr. Cronin’s prior option grants were cancelled alongside peers .

Related-Party Transactions (Conflict Risk)

• ipCapital Group (ipCG), where Mr. Cronin is Chairman & CEO, received approximately $390,000 (FY2024) and $713,000 (FY2023) from Know Labs for professional services (related-party). Mr. Cronin is not independent; the Nominating & Corporate Governance Committee oversees related-party transactions .

Governance Assessment

• Independence and committee composition: Mr. Cronin became an officer (Interim CTO) in September 2024 and is not independent. Despite that, he was listed as serving on the Compensation Committee at the time of the FY2024 report, with the company stating he “will be replaced with an independent director shortly.” Serving on the compensation committee while not independent is a governance red flag until the replacement occurs .
• Related-party exposure: Material payments to ipCG (Cronin-led) in FY2023–FY2024 raise conflict-of-interest concerns; mitigation requires robust related-party review and recusal. Nominating & Corporate Governance Committee is responsible for approving related-party transactions .
• Ownership alignment: Post-split, Mr. Cronin’s beneficial ownership is <1% (27,904 shares including 2,500 options within 60 days), which is modest; however, directors reportedly cancelled historic option grants in 2025 to facilitate financing—signaling willingness to subordinate personal equity to corporate liquidity needs .
• Controlled-company transition: If the Goldeneye 1995 LLC private placement closes, Know Labs would be controlled (Buyer ~91.7% FD), and would not be required to maintain a majority independent board or fully independent compensation and nominating committees—this heightens governance risk and puts more onus on disclosure and process controls .
• Board effectiveness signals: Audit and Compensation Committees each met four times in the last fiscal year. However, explicit director-level attendance rates for Mr. Cronin were not disclosed in the cited materials .

RED FLAGS

• Non-independence while serving on Compensation Committee (pending replacement) .
• Related-party payments to ipCG totaling ~$1.10M over FY2023–FY2024 .
• Potential reduction of independent oversight if the company becomes a controlled company post-transaction .

Mitigating/Positive Signals

• Disclosure of intent to replace Mr. Cronin on the Compensation Committee with an independent director .
• Adoption of a Dodd‑Frank–compliant clawback policy in 2023 .
• Director option cancellations in 2025 to facilitate financing (sacrifice of equity to support corporate liquidity) .

Notes on Missing Items

• Attendance detail, director-specific meeting fees/retainers by component, vesting schedules, option strike prices/expiration, hedging/pledging, ownership guideline requirements, and Form 4 insider trading activity were not disclosed in the cited documents. Where not disclosed, items are omitted per instruction.

Sources: KNW FY2024 10-K sections on Governance, Director Compensation, and Security Ownership ; Special Meeting DEF 14A (Jun 30, 2025) ownership and plan/governance disclosures ; Special Meeting DEF 14A (Oct 7, 2024) pre-split ownership .