Jill J. Avery
KOPINAbout Jill J. Avery
Dr. Jill J. Avery, age 57, has served on Kopin’s Board since 2021 and is the Board’s Lead Independent Director, bringing 30+ years of marketing and brand management expertise to complement the Board’s technical, operational, financial, and legal skill sets . She is a Senior Lecturer at Harvard Business School (since 2013) and holds a DBA (Harvard), MBA (Wharton), and BA (UPenn), with prior brand leadership roles at The Gillette Company, Braun, Samuel Adams, and AT&T . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Senior Lecturer of Business Administration; C. Roland Christensen Distinguished Management Educator (Marketing) | 2013–present | Authority on brand management, CRM, digital marketing |
| The Gillette Company; Braun Inc.; Samuel Adams; AT&T | Brand management roles (pre-academia) | — | Consumer packaged goods and agency-side promotions (Pepsi, General Foods, Bristol-Myers, Citibank) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amica Mutual Insurance Company | Lead Director of the Board | — | Non-public, mutual insurer |
| Harvard/MIT COOP | Director | — | — |
| Museum of Fine Arts, Boston | President Emerita, Board of Trustees | — | — |
| Boston Ballet | Trustee | — | — |
Board Governance
- Independence and role: Independent director; Lead Independent Director .
- Committee assignments (2024): Audit Committee member (not Chair); Nominating & Corporate Governance Committee member (not Chair) .
- Committee chairs around her: Audit Chair – Paul Walsh, Jr.; Nominating Chair – Margaret Seif; Compensation Chair – Chi Chia Hsieh (not standing for reelection) .
- Attendance: Audit Committee met 7 times; Dr. Avery attended all 7. Nominating & Corporate Governance met 5 times; all members participated. The full Board met 7 times in 2024, with >75% attendance for all directors serving post-2024 AGM; all directors attended the 2024 Annual Meeting .
| Committee (2024) | Role | Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 7 | 7/7 (100%) |
| Nominating & Corporate Governance | Member | 5 | All members participated |
Fixed Compensation
- Kopin’s non-employee director cash framework (2024): Annual retainer $40,000; committee member fees (Audit $8,000; Nominating $4,375); committee chair premiums (Audit $15,000; Nominating $10,000; Compensation $10,000); Non‑employee Chair of the Board $30,000; meeting fees eliminated in 2024 (prior plan paid meeting fees) .
- Dr. Avery’s 2024 cash compensation detail (components disclosed in proxy footnotes): Annual retainer $40,000; Audit Committee member $8,000; Nominating Committee service $7,188 (prorated per transition); legacy meeting fees paid before elimination: $2,000 (Board) + $4,000 (Audit). Total cash: $61,188 .
| Item (FY2024) | Amount |
|---|---|
| Annual Retainer | $40,000 |
| Audit Committee Member Fee | $8,000 |
| Nominating Committee Service | $7,188 |
| Meeting Fees (legacy, before elimination) | $6,000 |
| Total Cash | $61,188 |
Compensation structure change: 2024 plan decreased the annual retainer from $45,000 to $40,000 and eliminated meeting fees, while increasing the annual stock grant to 64,500 shares; several committee fees were adjusted (some up, some down) .
Performance Compensation
- Annual equity grant (2024): 64,500 restricted shares, granted June 6, 2024, grant‑date price $0.78, grant‑date fair value $50,310; vests on the first anniversary if still serving on the Board .
- Initial equity upon joining the Board: Policy provides an initial restricted stock award of 64,500 shares at initial election (policy adopted for 2024 plan) .
| Grant | Grant Date | Shares | Grant-Date Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director grant (FY2024) | Jun 6, 2024 | 64,500 | $0.78 | $50,310 | 1-year cliff; service-based |
Other Directorships & Interlocks
- Public company directorships (last 5 years): None .
- Compensation Committee interlocks: Proxy reports no Compensation Committee interlocks or insider participation; no current Compensation Committee member (Hsieh, Nieuwsma, Seif) has ever been a Kopin employee .
| Category | Detail |
|---|---|
| Current public boards | None |
| Compensation Committee interlocks | None reported |
Expertise & Qualifications
- Education: DBA (Marketing, Harvard Business School); MBA (Marketing & Finance, Wharton); BA (English, University of Pennsylvania) .
- Core expertise: Brand management, CRM, digital marketing; 30+ years in marketing/management (CPG, telecom, academia) .
- Board-level credential: Lead Independent Director at Kopin; Lead Director at Amica Mutual Insurance Company .
Equity Ownership
- Beneficial ownership: 94,500 shares; <1% of shares outstanding (162,797,922 outstanding as of May 1, 2025) .
- Unvested restricted shares: Each non-employee director (excluding the CEO) had 64,500 unvested restricted shares from the 2024 grant .
- Stock ownership guidelines: Directors must hold shares or options valued at ≥3× the cash component of the annual retainer; the company reported directors (and CEO) were on track to maintain compliance in 2024 .
| Metric | Amount |
|---|---|
| Beneficial Ownership (shares) | 94,500 |
| Ownership % | <1% |
| Unvested Restricted Shares | 64,500 |
| Shares Outstanding (context) | 162,797,922 (as of May 1, 2025) |
Insider Trades (Section 16 Compliance)
| Year | Timely Section 16 Filings | Notes |
|---|---|---|
| 2024 | No delinquencies reported for Dr. Avery | Proxy notes one late Form 4 for another director (Seif); none for Dr. Avery |
Related Party, Conflicts, and Policies
- Related party transactions: Audit Committee oversees related-party reviews; no transactions disclosed involving Dr. Avery; Board reaffirmed her independence status .
- Insider trading and hedging: Policy prohibits short sales and certain hedging/derivative transactions; all officers have 10b5‑1 plans; policy filed as 10‑K exhibit .
- Clawback policy: Applies to executive officer performance-based compensation (cash/equity) for misconduct leading to restatements; not directed at non‑employee director equity .
Say‑on‑Pay & Shareholder Feedback (Governance Signal)
- 2024 Say‑on‑Pay approval: 71.6% (26,650,929 of 37,210,088 votes cast); Compensation Committee noted result and ongoing alignment efforts .
Compensation Peer Group (Benchmarking Context)
- Board/NEO benchmarking supported by Aon; Board compensation peer group identified in 2023; updated NEO peer group in 2024; Aon determined independent with no conflicts .
- Examples from the Board compensation peer group (2023): 908 Devices, Amtech Systems, Aware, CEVA, Coda Octopus Group, Digimarc, Emcore, Everspin Technologies, GSI Technology, Immersion, inTEST, Intevac, NVE, Ouster, Pixelworks, PowerFleet, Quicklogic, Vuzix .
Governance Assessment
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Strengths supporting investor confidence:
- Lead Independent Director, dual committee service (Audit; Nominating & Governance), and perfect Audit Committee attendance (7/7) signal engagement and oversight rigor .
- Independence affirmed; no related-party issues disclosed; robust policies (whistleblower, governance guidelines, insider trading policy) and use of independent compensation consultant (Aon) without conflicts .
- Ownership alignment: meaningful equity retainer (64,500 shares) with one-year vesting; directors on track for share ownership guideline compliance (≥3× cash retainer) .
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Watch items:
- 2024 Say‑on‑Pay support at 71.6%—passing but below typical large-cap medians—warrants continued investor engagement and performance-to-pay linkage scrutiny .
- Not a red flag, but the 2024 shift increased annual equity from 10,000 to 64,500 shares while reducing cash retainer and eliminating meeting fees; investors may monitor aggregate dilution and effectiveness of equity-heavy director pay .
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No red flags found:
- No Section 16 filing delinquencies for Dr. Avery; no related-party transactions; hedging prohibited; equity plan prohibits option/SAR repricing without shareholder approval .