Michael Murray
KOPINAbout Michael Murray
Michael Murray is Chairman, President, and Chief Executive Officer of Kopin, serving as CEO since September 6, 2022 and as a director since 2022; he is an engineer by training with prior operating roles at defense and semiconductor companies . In FY2024, Kopin revenue grew 24.6% to $50.3 million with gross margin improving to 17%; operating loss was ~$43.1 million including a $24.8 million litigation accrual . Company TSR (value of initial fixed $100 investment) was $30.32 in 2022 (year of CEO transition), $49.63 in 2023, and $33.25 in 2024, per pay-versus-performance disclosures . Murray beneficially owns 2,667,608 shares (1.6% of outstanding as of May 1, 2025), aligning him with shareholders; Kopin’s CEO ownership guideline requires ≥3x base salary with a five-year compliance window and the company disclosed he was on track in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ultra Electronics Group | President, Cyber business | 2020–2022 | Led defense/government cyber business; experience with ministries and governments . |
| Blackridge Technology | SVP & GM, IIoT | 2017–2020 | Senior operating role in IIoT security; technology commercialization . |
| Aceinna Inc. | EVP | n/d | Led business development/operations in sensing; technology-focused operator . |
| Analog Devices (ADI) | Led Industrial Sensing business unit | n/d | Ran industrial sensing BU; strategy, product and manufacturing leadership . |
n/d = not disclosed
External Roles
- No public company board service disclosed in the past five years .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary | $450,000 | $495,000 (increase ~10%) |
| Discretionary cash bonus tied to prior year | $150,000 (for 2022 performance) | $226,620 (for 2023 performance) |
| Perquisites/Other | $10,357 (401k match + life insurance) | $7,183 (401k match + life insurance) |
Notes:
- Kopin states “no excessive perquisites”; benefits are broadly the same as other employees (health, 401k match) and no pensions/deferrals are maintained .
Performance Compensation
- Annual cash incentive: Target 100% of base, max 150%; for FY2024 the Board awarded $668,000 (135% of base), citing overall improvement in operating results .
- Long-term performance equity (2026 award): 1,200,000 RSs maximum (target 1,000,000) cliff-vest based on FY2026 goals: revenue ≥$65 million and 6% operating profit; payout curve: <80% target = 0%; 80–100% = 50–100%; 100–120% = 100–120%; straight-line interpolation; vesting determination in 2027 based on audited FY2026 results .
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| FY2024 CEO Annual Bonus | n/a | Target 100% of base; max 150% | Not formulaic disclosed; Board cited overall improvement | $668,000 (135%) | Cash paid after FY2024 |
| FY2026 Revenue (Performance RS) | Not disclosed | $65 million | n/a | 0–120% of target shares based on performance | Cliff-vest after FY2026; Board certifies in 2027 |
| FY2026 Operating Profit (Performance RS) | Not disclosed | 6% operating profit | n/a | 0–120% of target shares based on performance | Cliff-vest after FY2026; Board certifies in 2027 |
Additional design:
- CEO received 800,000 time-based restricted shares at hire, vesting 20% each December 10, beginning 2023 through 2027 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,667,608 shares; 1.6% of outstanding (162,797,922 shares) as of May 1, 2025 . |
| Unvested time-based RS | 513,333 shares; market value $713,533 at $1.39 (12/28/2024) . |
| Unearned performance RS (2026 award) | 1,200,000 shares; market value $1,668,000 at $1.39 (12/28/2024) . |
| Options | None disclosed outstanding for CEO . |
| Ownership guidelines | CEO must own ≥3x base salary within 5 years; CEO was on track in 2024 . |
| Hedging/short sales | Prohibited for directors and executives; officers use 10b5‑1 plans for trading . |
| Pledging | No explicit pledging disclosure; not stated in the proxy . |
Potential supply overhang:
- Time-based RS vest annually each Dec 10 through 2027; performance award could vest in 2027 based on FY2026 results; officers utilize Rule 10b5‑1 plans, which can lead to pre-scheduled selling during open windows .
Employment Terms
| Term | Summary |
|---|---|
| Initial hire and equity | Hired Sept 6, 2022; 800,000 RS vesting 20% annually; $100,000 sign-on bonus . |
| New Employment Agreement (Apr 15, 2024) | Salary $495,000; target bonus 100% of base (max 150%); eligible for equity . |
| Change-of-control (CEO equity) | If employed on CoC date: time-based equity fully vests immediately prior; performance-based vests at target immediately prior (single-trigger acceleration per CEO agreement) . |
| Severance (no CoC) | If terminated without cause or resigns for good reason: 6 months base salary paid over 6 months; up to 6 months COBRA; accrued pay/benefits, conditioned on release . |
| Severance (within CoC protection window) | Terminated without cause/for good reason within 6 months before or 15 months after CoC: 12 months base (≥$495,000) lump sum (timing per 409A), up to 12 months COBRA, prorated target annual bonus; release required . |
| Plan-level CoC construct | 2020 EIP provides double-trigger acceleration for participants generally; CEO has specific single-trigger equity treatment under his agreement . |
| Clawback | Recovery of performance-based compensation for knowing/intentional fraudulent or illegal conduct causing or substantially causing a restatement (policy effective for awards since Jan 1, 2009) . |
| Gross-ups | No excise tax gross-up provisions . |
Change-in-control value snapshot:
- As of 12/28/2024, value of equity that would vest on a change in control: $2,381,533 for Murray (at $1.39/share) .
Board Governance & Service
- Roles: Chairman of the Board, President, and CEO; director since 2022 .
- Board independence: Murray is not independent; a majority of other directors are independent under Nasdaq rules .
- Lead Independent Director: Jill J. Avery (also Nominating & Corporate Governance Committee Chair) .
- Committee memberships: Murray is not listed as a member of the Audit, Compensation, or Nominating committees .
- Board activity: Board held seven meetings in FY2024; all directors met ≥75% attendance; all directors attended 2024 annual meeting .
- Director pay: Employee directors (Murray) receive no additional compensation for Board service; non-employee director program outlined separately .
Dual-role implications:
- Kopin combines the Chair and CEO roles, with a designated Lead Independent Director and standing independent committees for oversight .
Director Compensation (for context on Murray’s board role)
- Murray received no director fees in 2024 as an employee director; his compensation is fully reflected in the NEO tables .
Multi-year CEO Compensation Summary
| Year | Salary ($) | Bonus ($) | Restricted Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 481,155 | 226,620 (for 2023 performance) | 1,007,880 | 668,000 (for 2024 performance) | 7,183 | 2,390,838 |
| 2023 | 450,000 | 150,000 (for 2022 performance) | 431,999 | — | 10,357 | 1,042,357 |
Company Performance Snapshot During Tenure
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 investment | $30.32 | $49.63 | $33.25 |
| Revenue ($ millions) | n/d | $40.4 | $50.3 |
| Gross margin | n/d | ~4% | 17% |
| Operating loss ($ millions) | n/d | ~(17.2) | ~(43.1), incl. ~$24.8 litigation accrual |
n/d = not disclosed in proxy
Compensation Structure Analysis (alignment and risk signals)
- Mix shift and metrics: CEO compensation emphasizes variable pay (2024 composition ~20% salary, ~37% prior-year discretionary bonus, ~42% equity), with LTIs tied to revenue and operating profit goals; annual bonus targets 100% of base with up to 150% payout ceiling .
- Single-trigger equity on CoC for CEO: CEO’s agreement accelerates time-based equity and vests performance equity at target immediately prior to CoC, while plan-level acceleration is generally double-trigger—this can weaken retention at transaction close but provides certainty to the CEO .
- Governance protections: Clawback policy for misconduct-related restatements; hedging/short sales prohibited; no excise tax gross-ups .
- Shareholder feedback: Say-on-pay support was 71.6% in 2024, which is pass but below best-in-class levels, prompting continued monitoring .
- Equity pool and dilution: Board sought to increase 2020 EIP share reserve by 5,000,000 (to 19,000,000 total) and to raise authorized common shares to 275,000,000; as of May 1, 2025 there were 6,492,501 unvested restricted shares outstanding and 2,343,521 shares available for new awards, with 162,797,922 total common shares outstanding .
Compensation Peer Group and Process
- The Compensation Committee (independent directors) engages Aon as its consultant; peer groups were refreshed in 2023 (Board comp) and 2024 (NEO comp) to reflect companies with ~$18–163m TTM revenue and ~$43–545m market caps; Committee uses peer data and internal performance/forecasts to set pay .
Related Policies and Trading Considerations
- Insider Trading Policy prohibits hedging/short sales; officers (including CEO) have Rule 10b5‑1 plans, which may create periodic selling aligned with plan triggers .
- Ownership guidelines for CEO (≥3x base salary) with five-year compliance period; 2024 status “on track” .
Track Record, Value Creation, and Execution Risk
- Strategic execution: Reorganization under “One Kopin” (consolidating BD and engineering), strong order intake (> $40m orders in 2024) across defense/medical programs, and development of Neural bidirectional display and day/night modules underscore operational focus .
- Financial trajectory: Revenue growth and margin improvement in 2024 contrasted with higher operating loss due to litigation accrual, highlighting execution progress alongside legal/one-time items .
Board Governance (Committees and Independence)
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Audit | Jill J. Avery; David Nieuwsma; Paul Walsh, Jr. | Paul Walsh, Jr. | All independent; Walsh is Audit Committee Financial Expert . |
| Compensation | Chi Chia Hsieh; David Nieuwsma; Margaret Seif | Chi Chia Hsieh | All independent; changes post-2025 meeting with Hsieh not standing for reelection . |
| Nominating & Governance | Jill J. Avery; Margaret Seif | Margaret Seif | All independent; used Egon Zehnder for director search . |
Independence determination: All directors except CEO/Chair (Murray) are independent under Nasdaq rules .
Director Compensation (for non-employee directors; for benchmarking)
- 2024 program: $40,000 cash retainer; 64,500 restricted shares annually; additional committee and Chair fees; meeting fees eliminated .
- Directors (excluding Murray) each held 64,500 unvested restricted shares from 2024 grants .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 71.6% (26,650,929 of 37,210,088 votes cast) .
Board Service History and Dual-role Considerations
- Service: Director since 2022; Chairman since at least the 2025 proxy cycle; CEO since September 6, 2022 .
- Independence: Not independent as CEO/Chair; governance mitigants include a Lead Independent Director and fully independent key committees .
Investment Implications
- Alignment: High equity exposure (time-based + sizable performance RS tied to revenue and operating margin) supports pay-for-performance and shareholder alignment; CEO ownership guideline and 10b5‑1 plans suggest structured, predictable trading patterns around vesting/events .
- Incentive calibration: Annual bonus levered to operating improvements (135% payout for 2024) and LTIs focused on FY2026 revenue and profitability create medium-term earnings execution pressure; monitoring FY2026 guidance/trajectory is critical for assessing performance share realizability .
- Governance risk/transaction optics: Single-trigger equity acceleration for CEO upon change-of-control (time-based and performance-at-target) contrasts with plan-level double-trigger and can be viewed as less shareholder-friendly; it provides transaction certainty but may reduce post-close retention incentives .
- Shareholder sentiment and dilution watch: 71.6% Say-on-Pay support and Board proposals to expand the equity pool and authorized shares warrant continued vigilance on dilution versus growth returns and on evolving compensation design responsiveness to investor feedback .