Paul Baker
KOPINAbout Paul Baker
Paul Baker, age 62, is Kopin’s Chief Operating Officer for Government and Industrial and Strategic Business Officer. He has served in senior roles at Kopin since 2014 (VP Business Development, SVP Business Development, Strategic Business Officer) and has been COO since January 2020. He holds a B.A. in economics from Colby College and an M.B.A. from Boston University . Company performance in 2024 included revenues of $50.3M (+24.6% YoY) and gross margin expansion to 17% (from ~4% in 2023), while operating loss was ~$43.1M largely due to a $24.8M litigation accrual . Kopin’s pay-versus-performance table shows cumulative TSR implied value per $100 investment of $30.32 (2022), $49.63 (2023), and $33.25 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kopin Corporation | Vice President, Business Development | Mar 2014–Dec 2016 | Led BD across product lines; precursor to broader commercial responsibilities |
| Kopin Corporation | Senior Vice President, Business Development | Jan 2017–Jan 2019 | Expanded BD remit; supported growth initiatives |
| Kopin Corporation | Strategic Business Officer | Feb 2019–Jan 2020 | Drove strategic projects; transition into operations |
| Kopin Corporation | COO for Government & Industrial and Strategic Business Officer | Jan 2020–Present | Operates defense/industrial segments; aligns execution with “One Kopin” reorganization |
| ZINK Imaging Co. | EVP, Business Development & Sales | 2007–2014 | Commercial leadership at a private imaging technology company |
External Roles
No public company board roles or external directorships are disclosed for Paul Baker .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $324,450 | $334,184 |
| Salary Reported ($) | $324,450 | $330,814 |
| Cash Bonus ($) | $0 | $0 |
| All Other Compensation ($) | $10,145 | $12,022 |
Notes:
- 2024 salary line reflects both the base set for the year and the salary reported in the SCT; the small difference likely reflects timing/proration within fiscal periods .
Performance Compensation
2024 Annual Incentive (delivered in restricted stock, not cash) design and outcomes:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue | 20% | $50.0M | $50.3M | Part of 22,972 shares earned (overall 56% of goals) | Earned based on FY2024 performance; restricted stock |
| Cash Flow | 70% | $8.8M | Not disclosed | Part of 22,972 shares earned (overall 56% of goals) | Earned based on FY2024 performance; restricted stock |
| Individual Goals | 10% | Set by company | Not disclosed | Part of 22,972 shares earned (overall 56% of goals) | Earned based on FY2024 performance; restricted stock |
Long-Term Incentives (Retention RSUs granted in 2024):
- 75,000-share restricted stock grant vesting 34% on Dec 10, 2025; 33% on Dec 10, 2026; 33% on Dec 10, 2027 (service-based) .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 544,531 |
| Shares outstanding (May 1, 2025) | 162,797,922 |
| Ownership as % of shares outstanding | ≈0.33% (544,531 / 162,797,922) |
| Unvested shares (FY-end 2024) | 117,000 |
| Market value of unvested (at $1.39) | $162,630 |
| Unearned performance shares (FY-end 2024) | 40,800 |
| Market value of unearned (at $1.39) | $56,712 |
| Stock options (exercisable/unexercisable) | None outstanding |
Alignment, hedging/pledging, and selling mechanics:
- Insider Trading Policy prohibits short sales and hedging/derivative transactions; directors and executive officers are subject to these limits .
- All officers have established Rule 10b5-1 trading plans with an independent broker; discretionary adjustments only in open windows with company approval .
- Stock ownership guidelines apply to CEO and directors (3x base salary/retainer); NEO-specific ownership guidelines are not disclosed .
- No disclosure of share pledging for Baker; none indicated in policy .
Employment Terms
- Employment agreements: Company discloses no employment agreements for anyone other than the CEO; Baker has no individual employment agreement .
- Severance: Not disclosed for Baker; no severance/health benefits shown in the change-of-control summary table for him .
- Change-of-control: 2020 Equity Incentive Plan uses double-trigger acceleration (time-based awards accelerate if terminated without cause within 12 months of CoC; alternatives if awards not assumed) . Estimated value of Baker’s equity awards upon a change in control (as of 12/28/2024) was $219,342 .
- Clawback: Performance-based compensation can be recovered if knowing/intentional fraudulent or illegal conduct causes a restatement .
- Tax gross-ups: None; excise tax gross-ups are not provided .
- Pensions/Deferred comp: Company does not maintain pension or non-qualified deferred compensation plans .
Compensation Structure Analysis
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $324,450 | $330,814 |
| Restricted Stock Awards ($) | $231,480 | $154,338 |
| Cash Bonus ($) | $0 | $0 |
Observations:
- Mix shifted toward fixed compensation as reported RSU grant fair value decreased year-over-year; no cash bonuses in 2023–2024 (annual incentive for 2024 delivered as RSUs based on revenue/cash flow/individual goals) .
- No option repricing or stock option grants to NEOs in 2024 per Item 402(x) disclosures .
Performance & Track Record
- Company operational highlights in 2024: $50.3M revenue (+24.6% YoY), gross margin 17% (from ~4% in 2023), operating loss ~$43.1M including $24.8M litigation accrual; orders >$40M across defense and medical headset; progress on Neural™ bidirectional display and soldier helmet modules .
- Pay vs Performance TSR markers: $100 initial investment value at year-end was $30.32 (2022), $49.63 (2023), $33.25 (2024) .
Outstanding Equity Awards at FY-End (12/28/2024)
| Award Type | Shares/Units | Market/Payout Value |
|---|---|---|
| Unvested restricted stock | 117,000 | $162,630 (at $1.39) |
| Unearned performance shares (2024 plan) | 40,800 | $56,712 (at $1.39) |
| Stock options (exercisable/unexercisable) | — | None outstanding |
Governance and Say-on-Pay Context
- Compensation Committee independence and use of Aon as independent consultant for peer benchmarking (peer groups refreshed in 2023/2024) .
- 2024 Say-on-Pay approval: 71.6% (26,650,929 of 37,210,088 votes cast) .
Investment Implications
- Alignment: Baker’s package is predominantly equity-linked via RSUs with explicit operational metrics (revenue, cash flow, individual goals), and meaningful time-based retention grants through 2027—driving retention and operational execution incentives .
- Retention risk: Absence of an individual employment/severance agreement reduces guaranteed protections; retention equity grants and double-trigger CoC acceleration partially mitigate risk .
- Trading signals: All officers’ 10b5-1 plans introduce potential, rules-based selling when price targets are met; no pledging disclosed and hedging is prohibited—lower alignment risk from financial engineering, but monitor Form 4 activity for cadence of plan sales .
- Pay-for-performance: 2024 incentive outcomes (≈56% of goals; 22,972 RSUs earned) are consistent with improved revenues and margins; continued focus on cash flow and OTIF/yields is critical for future incentive realization and shareholder value .