William Owens

About William A. Owens

Admiral William A. Owens has served as an independent director of KNW since May 2018. Owens is a retired four-star U.S. Navy admiral and former Vice Chairman of the Joint Chiefs of Staff; he holds a mathematics degree from the U.S. Naval Academy, bachelor’s and master’s degrees in politics, philosophy and economics from Oxford University, and a master’s in management from George Washington University . Owens was 83 years old as disclosed in the 2023 proxy and has long-tenured corporate and military leadership experience .

Past Roles

External Roles

Board Governance

• Committees: Owens chaired the Compensation Committee (with Pepper and Takesako as members) and served on the Nominating & Corporate Governance Committee; all members met NYSE American independence standards . Owens served on the Audit Committee (Jon Pepper, Chair) per later disclosures .
• Independence: KNW disclosed six of seven directors were independent, including Owens .
• Attendance: Each director attended at least 75% of Board and applicable committee meetings in the last fiscal year; all directors attended the virtual 2023 annual meeting .
• Controlled company risk: Following a June 2025 private placement, KNW expected to qualify as a “controlled company,” exempting it from majority-independent board and fully independent compensation/nominating committees requirements—this is a governance risk signal .

Fixed Compensation

Performance Compensation

• Structure: Directors are primarily compensated with stock awards and stock options; KNW grants have included options and warrants with specified exercise prices and vesting schedules. No director-specific performance metrics (e.g., TSR, revenue/EBITDA targets) were disclosed for non-employee directors .
• Program-level awards:
  • 1/5/2022: Issued 30,000 shares each to three directors and 20,000 warrants at $1.70 per share to three directors; warrants expire 1/5/2027 .
  • 2/15/2023: Issued options to two directors totaling 50,000 shares at $1.24 per share; options vested at issuance, 5-year term .
  • During six months ended 3/31/2024: Issued option grants to six directors totaling 2,809,817 shares at $0.46 per share; 5-year term; vested at issuance .
• Owens-specific historical grants:
  • FY 2022: Stock award $51,000; option award $23,740; cash $10,000; total $84,740 .
  • FY 2023: Cash retainer paid $12,500; Owens had 0 option grants in 2023 and 40,000 warrants outstanding (disclosure context) .

Other Directorships & Interlocks

• No related-party transactions disclosed involving Owens; KNW disclosed transactions with directors generally (e.g., share/warrant/option issuances), and professional fees paid to ipCapital Group associated with Director John Cronin, not Owens .

Expertise & Qualifications

• Financial literacy and governance qualifications cited as basis for Owens’ appointment .
• Education: U.S. Naval Academy (mathematics); Oxford University (PPE – BA/MA); George Washington University (MS in management) .
• Recognition: Légion d’Honneur (France), top awards from Indonesia and Sweden; NACD “100 Best Board Members” (2011, 2016); Intrepid Salute Award; significant national security publications .

Equity Ownership

Composition detail at Dec 31, 2024:

2025 special proxy footnote (June 20, 2025):

• 48,692 shares held directly; 1,000 warrants exercisable within 60 days .

Governance Assessment

• Strengths: Owens brings deep governance, risk oversight, and financial literacy; multi-committee service (Audit, Compensation Chair historically, Nominating) and independence status support board effectiveness. Attendance meets 75%+ threshold; director equity ownership aligns interests, with disclosed direct/warrant/option holdings .
• Alignment and compensation: Historically meaningful equity awards (stock/options) and modest cash retainer indicate equity-heavy director compensation mix, aligning with shareholders; however, immediate vesting for 2024 director options and frequent equity use may raise questions on pay-for-service vs long-term performance linkage .
• RED FLAGS:
  • Controlled company status post-private placement reduces requirements for majority-independent board and fully independent comp/nominating committees, a governance quality risk that may affect investor confidence .
  • High volume of external roles (multiple boards and private company chair positions) could present time-commitment concerns, though no attendance shortfalls were disclosed .
• Conflicts/related parties: No Owens-specific related-party transactions disclosed; KNW disclosed director-level issuances and separate related-party fees with another director’s firm (ipCapital Group), not Owens .
• Legal/disciplinary: KNW disclosed no director/officer involvement in legal proceedings in the last ten years under Item 401(f) criteria .
• Shareholder voice: KNW conducts annual say-on-pay advisory votes; specific historical approval percentages were not disclosed in the proxies reviewed .

Director Compensation (Historical Owens Detail)

Committee Assignments (Historical)

• Compensation Committee: Owens (Chair); Pepper; Takesako; all independent; met 4 times in FY 2022 .
• Nominating & Corporate Governance Committee: Owens; Pepper (Chair); Takesako; all independent .
• Audit Committee: Pepper (Chair); Owens; disclosed in subsequent proxies .
• 8-K update: 9/6/2024 resignation of Director Londergan; Takesako appointed to Audit Committee contemporaneously .

Independence, Attendance, Engagement

• Independence: Owens qualifies as independent under NYSE American and Exchange Act standards .
• Attendance: At least 75% of Board and committee meetings in last fiscal year; attended 2023 annual meeting .
• Engagement: Committee service across Audit, Compensation, and Nominating indicates active governance role .

Related-Party Exposure

• Director issuances: Multiple periods of director stock/warrant/option grants as part of standard director compensation; terms and values disclosed at program level .
• No Owens-specific related-party transactions disclosed in the proxies reviewed .
• 2025 special proxy: Directors and executives have no substantial interests in proposals except through their share ownership .

Signals and Implications

• Governance quality: Owens’ compensation chair and audit committee roles, independence, and attendance support governance robustness; however, the transition to controlled company status after June 2025 is a negative signal for minority shareholder protections .
• Ownership alignment: Owens holds a mix of direct shares, options, and warrants; post-reverse split, positions were materially resized, but continued holdings demonstrate alignment .
• Pay structure: Equity-heavy director compensation without disclosed performance metrics is typical for micro-cap issuers but may limit pay-for-performance linkage for directors .

No director-specific clawbacks, hedging/pledging disclosures, ownership guidelines, or say-on-pay approval percentages were found in the reviewed proxies; items are skipped per instruction.