Margaret Seif
KOPINAbout Margaret Seif
Independent director since May 2024; age 64. Former Chief Legal Officer and Chief People Officer at Analog Devices (ADI), with prior senior leadership at RSA Security. Education: BA, Brown University; JD, University of Michigan Law School. Brings deep M&A execution, governance, risk management, talent strategy, cyber risk mitigation, and IP portfolio protection experience to Kopin’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Analog Devices, Inc. | Chief Legal Officer; Chief People Officer; Corporate Secretary (within past 5 years) | 2014–2022 | Led M&A structuring/negotiation; governance matters; cyber risk strategies; IP portfolio protections; talent strategy |
| RSA Security Inc. | SVP, Corporate Development; General Counsel & Secretary | 1998–2005 | Corporate development and legal leadership |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Community Servings, Inc. | Board of Advisors | Current (disclosed in 2025 proxy) |
| Smithsonian Institution | New England Regional Council | Current (disclosed in 2025 proxy) |
Board Governance
- Independence: Board determined Seif is independent under Nasdaq rules; majority of the board is independent .
- Committees and roles:
- Nominating & Corporate Governance: Chair; committee met 5 times in FY2024; all members participated .
- Compensation: Member; committee met 9 times in FY2024; Seif joined in June 2024 and attended all 7 subsequent meetings .
- Attendance: Board held 7 meetings in FY2024; overall attendance for directors elected at the 2024 annual meeting exceeded 75%; all directors attended the 2024 annual meeting .
- Board structure: CEO serves as Chairman; Lead Independent Director role held by Jill J. Avery .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $40,000 | Board-approved structure commencing 2024 |
| Committee Chair fee (Nominating) | $10,000 (plan) / $7,188 paid | Annual plan specifies $10,000; Seif’s 2024 cash included $7,188 for chair role |
| Compensation Committee member fee | $5,000 | Annual plan; included in 2024 cash |
| Audit/meeting fees | $0 | Meeting fees eliminated under new plan; Seif not on Audit Committee |
| Total cash fees (FY2024) | $52,188 | Retainer + Nominating chair + Compensation member |
| Annual equity grant | 64,500 RS | Granted June 6, 2024; vests on 1-year anniversary, contingent on continued service |
| Equity grant fair value | $50,310 | 64,500 × $0.78 (closing price on grant date) |
| Director equity program change (2024) | Increased equity; reduced cash | Retainer lowered from $45k to $40k; RS increased to 64,500; meeting fees eliminated; committee fees adjusted |
Performance Compensation
| Performance-linked component | FY2024 Status |
|---|---|
| Non-equity incentive compensation (directors) | None disclosed; no director bonuses or performance pay |
The director compensation mix emphasizes equity ownership over meeting-based fees, signaling alignment while reducing cash outlays .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed (past five years) |
| Compensation committee interlocks | None; no Kopin executive serves on outside boards with reciprocal executive overlap; none of current Compensation Committee members have ever been Kopin employees |
| Related-party transactions | None involving Seif disclosed; Audit Committee oversight of related-party policy |
Expertise & Qualifications
- Legal, governance, and transactional leadership (CLO/CPO; M&A structuring/negotiation; governance; IP protection; cyber risk mitigation) .
- Talent strategy and people leadership (Chief People Officer, ADI) .
- Education: BA (Brown); JD (Michigan Law) .
- Board independence affirmed under Nasdaq standards .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 64,500 shares | As of May 1, 2025; listed as “Marnie/Margaret Seif” in table; less than 1% |
| Ownership % of outstanding | <1% | Based on 162,797,922 shares outstanding |
| Vested vs. unvested | 64,500 unvested RS | Each non-employee director (excluding CEO) has 64,500 unvested restricted shares from 2024 grants |
| Options | None in 2024 | No director stock options issued in 2024 |
| Hedging/pledging policy | Hedging and certain derivatives prohibited; insider trading policy governs directors | |
| Ownership guidelines | 3× cash retainer (directors) and 3× base salary (CEO); 5 years to comply; directors/CEO on track in 2024 |
Insider Trades
| Date | Filing | Transaction | Shares | Notes |
|---|---|---|---|---|
| 2024-09-03 | Form 4 (late) | Reporting initial director RS grant from 2024-06-06 | 64,500 | Late due to delays obtaining EDGAR codes |
Compensation Committee Analysis
- Composition (FY2024): Dr. Hsieh (Chair), Nieuwsma, Seif; all independent; none have been Kopin employees .
- Use of independent consultant: Aon engaged in 2023 (board comp benchmarking) and 2024 (peer group, competitive analysis, LTIs); Compensation Committee concluded no conflicts of interest .
- Peer groups: Defined peer sets for board (2023) and NEO comp (2024) aligned to revenue/market-cap ranges to benchmark competitiveness .
Governance Assessment
- Strengths: Independent director leading Nominating & Governance; strong committee engagement and attendance; independent comp consultant; formal ownership guidelines; clawback policy for performance-based compensation at company level .
- Alignment signals: Shift toward equity-heavy director pay (64,500 RS annually) and removal of meeting fees, increasing “skin-in-the-game” .
- Shareholder sentiment: 2024 Say-on-Pay support at 71.6% indicates moderate approval; potential for continued investor scrutiny of pay practices .
- RED FLAGS:
- Late Section 16 filing for initial RS grant (procedural; EDGAR code delay) .
- Broader dilution risk context: Board proposed increasing EIP share reserve by 5,000,000 shares and authorized shares to 275,000,000; while standard for growth/retention, shareholders may monitor cumulative dilution and director equity intensity (not specific to Seif) .
Net: Seif adds meaningful governance/legal/M&A rigor and leads director nominations, with documented engagement; no disclosed conflicts or related-party ties. Monitoring items include timely Section 16 compliance and ongoing equity grant sizing within the context of share reserve increases .