David Nieuwsma
KOPINAbout David Nieuwsma
Independent director since November 2023; age 61. Former U.S. Air Force officer with a 32‑year career at Collins Aerospace leading major P&Ls (EVP Information Management Solutions; President, Interior Solutions; President, Avionics Solutions). Degrees: B.S. Management (U.S. Air Force Academy), B.S. Computer Science (Chapman College), MBA (University of Iowa). Brings deep defense/avionics operating expertise aligned with Kopin’s defense end‑markets.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Collins Aerospace | EVP, Information Management Solutions; President, Interior Solutions; President, Avionics Solutions | 1991–2022 | Led multiple lines of business; engineering leadership, product line management, sales/marketing, strategy; strong DoD procurement understanding relevant to Kopin’s defense revenue base |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | During the past five years, has not served on boards of other public companies |
Board Governance
- Independence: Board determined Mr. Nieuwsma to be independent under Nasdaq standards. Majority‑independent board; other independent directors include Avery, Seif, Walsh Jr.
- Committee assignments (current): Audit Committee member; Compensation Committee member; not a chair. Audit Chair: Paul Walsh Jr.; Comp Chair: Dr. Chi Chia Hsieh; Nominating Chair: Margaret Seif. Lead Independent Director: Jill J. Avery.
- Attendance (FY2024): Board met 7x; all directors serving during 2024 exceeded 75% attendance and all attended the 2024 annual meeting. Audit: joined June 2024; attended 2 of the 3 subsequent meetings (≈67%). Compensation: joined June 2024; attended all 7 subsequent meetings (100%).
- Executive sessions and risk oversight: Independent directors actively involved; annual risk review; committee oversight in place per charters.
Fixed Compensation (Director)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $40,000 (from 2024 plan) | |
| Committee fees | Audit member $8,000; Compensation member $5,000 (annual) | |
| 2024 cash actually earned | $55,000 (retainer + committee fees + $2,000 pre-plan meeting fee) | |
| Meeting fees | Eliminated under 2024 plan (legacy per‑meeting fees existed pre‑plan) |
Performance Compensation (Director)
| Award Type | Grant Date | Shares | Grant Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Restricted Stock | Jun 6, 2024 | 64,500 | $50,310 (64,500 × $0.78) | Vests on 1‑year anniversary if still serving | Standard non‑employee director grant |
| Initial Director Grant (policy) | Upon initial election | 64,500 | Fair value at grant date | Vests on 1‑year anniversary | Policy applies to non‑employee directors (Mr. Nieuwsma joined Nov 2023) |
Note: Director equity is time‑vested (no performance metrics) and intended to align director interests with shareholders; no stock options granted in 2024.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (past five years) |
| Interlocks/comp committee interlocks | None disclosed; no Kopin executives serve on other boards’ compensation committees, and current Kopin Compensation Committee members have not been Kopin employees. |
Expertise & Qualifications
- Defense and avionics domain expertise; DoD procurement familiarity beneficial given Kopin’s defense exposure.
- Broad operating leadership across engineering, product, sales/marketing, and strategy.
- Technical and management education (USAFA B.S. Management; Chapman B.S. CS; Iowa MBA).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David Nieuwsma | 129,000 | ~0.08% (129,000 / 162,797,922) | Less than 1% per table; company had 162,797,922 shares outstanding as of May 1, 2025. |
| Unvested RS (as of 2024 year‑end) | 64,500 | — | Each non‑employee director (excl. CEO) had 64,500 unvested restricted shares. |
Ownership alignment policies:
- Stock ownership guidelines: Directors must hold stock equal to 3× cash retainer; CEO and directors “on track” toward compliance in 2024. Hedging and derivative transactions prohibited; short sales prohibited.
Governance Assessment
Key positives
- Independent status and materially relevant operating expertise in defense/avionics; aligns with Kopin’s customer base and end‑markets.
- Solid committee engagement post‑appointment: 100% Compensation Committee attendance (7/7) after joining; Audit participation (2/3) after joining mid‑year.
- Director pay structure emphasizes equity over meetings, improving alignment (meeting fees eliminated; annual time‑based RS).
- Ownership guidelines and anti‑hedging policy in place; directors on track with guidelines.
Watch items / potential red flags
- Partial‑year Audit Committee attendance (2 of 3 after joining) is acceptable but below full attendance; continue to monitor engagement levels as tenure extends.
- 2024 Say‑on‑Pay passed with 71.6% support—still a pass but below typical large‑cap norms; suggests investors are watchful on compensation design and execution.
- Equity plan/share authorization increases can contribute to dilution; though not director‑specific, continued reliance on equity requires careful stewardship.
Compliance and conflicts
- No related‑party transactions disclosed for Mr. Nieuwsma; Board independence determinations noted no impairing relationships for him.
- Section 16 reporting: proxy notes only one late Form 4 in 2024 (for a different director); no delinquencies identified for Mr. Nieuwsma.
Overall implication for investor confidence
- Skill fit and committee roles support board effectiveness, especially on compensation oversight and audit/risk. Equity‑heavy director pay and ownership guidelines are alignment‑friendly. Maintain focus on engagement depth over a full cycle and continue monitoring shareholder feedback on pay and dilution.
Sources: Kopin Corporation 2025 Definitive Proxy Statement (DEF 14A) — publication date May 20, 2025. Citations: