Paul Walsh, Jr.
KOPINAbout Paul Walsh, Jr.
Independent director (age 61) serving since 2024; Chair of Kopin’s Audit Committee and designated “audit committee financial expert.” More than 30 years in semiconductors, including CFO roles at Allegro MicroSystems and Silicon Laboratories and CFO/SVP at Rocket Software . The Board determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegro MicroSystems, Inc. | CFO, SVP & Treasurer | 2014–Feb 2022 | Public company CFO; automotive/industrial semis |
| Rocket Software, Inc. | CFO & SVP | 2013–2014 | Global software finance leadership |
| Silicon Laboratories Inc. | CFO & SVP | 2011–2013 | Public company CFO; prior CAO & VP Finance (2006–2011); earlier finance roles (from 2004) |
| Anokiwave, Inc. | Advisor to Board & Audit Committee; Investor | Oct 2022–Feb 2024 | Late-stage semi; acquired by Qorvo in Feb 2024 |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Semtech Corporation (NASDAQ: SMTC) | Director | Current | Audit Committee Chair; Nominating & Governance; Strategy & Technology |
| Nitero, Inc. | Director | 2012–2015 | Venture-backed semi startup |
| Grande Communications Networks, LLC | Director | 2008–2010 | Audit Committee Chair (broadband provider) |
Board Governance
- Committees: Audit (Chair); not on Compensation or Nominating & Corporate Governance .
- Independence: Determined independent under Nasdaq rules; Board majority independent .
- Attendance: Joined post-2024 annual meeting; attended two Board meetings thereafter. Joined Audit Committee in Sep 2024; attended two subsequent Audit meetings .
- Audit leadership: Audit Committee (Walsh, Avery, Nieuwsma) oversaw internal controls and audit transition; Walsh is designated audit committee financial expert .
- Lead Independent Director: Jill J. Avery .
- Voting standards: Majority voting with pre-tendered resignations for directors in uncontested elections .
- Say-on-Pay: 2024 approval 71.6% (26,650,929 of 37,210,088 votes) .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $27,333 |
| — Prorated annual retainer | $12,333 |
| — Audit Committee Chair fee | $15,000 |
| Equity (Stock Awards fair value) | $54,573 (64,500 RS granted 9/9/2024 at $0.85) |
| Total | $81,907 |
Board-approved director compensation structure commencing 2024:
- Annual cash retainer $40,000; Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $10,000; Audit member $8,000; Compensation member $5,000; Nominating member $4,375; meeting fees eliminated .
- Annual equity grant: 64,500 restricted shares vesting on the anniversary of grant; initial grant of 64,500 RS at first election to the Board .
Performance Compensation
| Equity Award | Grant Date | Shares | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Director Restricted Stock | 09-09-2024 | 64,500 | $54,573 | Vest on 1-year anniversary; unvested at year-end | None disclosed (time-based) |
- Kopin prohibits option repricing without shareholder approval under the 2020 EIP; director equity is granted as restricted stock; no director-specific performance hurdles disclosed .
- Clawback policy exists for performance-based compensation (company-wide), and EIP permits clawbacks on breach/cause; not director-specific metrics .
Other Directorships & Interlocks
| Company | Relationship to KOPN | Potential Interlock/Conflict |
|---|---|---|
| Semtech (SMTC) | Unrelated semiconductor designer/manufacturer | Director role; no Kopin-related party transactions disclosed |
| Anokiwave (sold to Qorvo) | Advisor/investor (prior) | No Kopin related-party transactions disclosed |
- Related party transactions: Audit Committee reviews related-party matters; no transactions disclosed relating to Walsh; no personal loans to directors .
- Section 16 compliance: Only Ms. Seif reported a late Form 4; no delinquencies noted for Walsh .
Expertise & Qualifications
- Designated “audit committee financial expert”; deep CFO experience across multiple public semis; robust governance and finance oversight credentials .
- Industry expertise: global semiconductor operations, finance, and strategy; audit chair experience at Semtech .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Vested vs Unvested |
|---|---|---|---|
| Paul Walsh, Jr. | 64,500 | <1% | Unvested director RSU/RS; each director (excluding CEO) has 64,500 unvested restricted shares |
- Stock ownership guidelines: Directors must hold ≥3× cash retainer; 5-year compliance window; directors and CEO “on track” in 2024 .
- Insider Trading Policy: Prohibits hedging/derivative transactions and short sales for directors/officers .
- Pledging: Not explicitly disclosed; no pledged shares disclosed .
Governance Assessment
Strengths
- Independent audit chair with public-company CFO pedigree; designated financial expert—supports financial reporting quality and investor confidence .
- Demonstrated engagement: attended Board and Audit meetings after appointment; Audit Committee oversight of internal controls and auditor independence during audit firm transition .
- Shareholder-aligned policies: majority voting with resignation, clawback policy, anti-repricing, prohibition on hedging/short sales, stock ownership guidelines; independent comp consultant advising Board .
- Director pay structure shifts toward equity (64,500 RS annually), eliminating meeting fees—enhances alignment .
Watch items and potential red flags
- Low direct ownership (<1% overall; 64,500 unvested shares)—typical for small-cap boards but warrants monitoring of ownership guideline progress over 5 years .
- Dual audit chair roles (Kopin and Semtech): increases time commitments; no conflicts disclosed, but monitor for interlocks with customers/suppliers and workload .
- Company-level dilution risk: Board proposals to increase EIP share reserve (+5M shares) and authorized shares (to 275M) signal ongoing equity financing potential; as audit chair, Walsh’s governance oversight is important to mitigate dilution concerns through performance-linked issuance .
- Say-on-Pay support at 71.6%—acceptable but below typical >90%; suggests room for enhanced pay-for-performance communication .
Overall, Walsh’s audit leadership, independence, and semiconductor CFO background are positives for board effectiveness. Ongoing monitoring of equity dilution proposals, ownership alignment progress, and cross-board time commitments is advisable to assess governance signals impacting investor confidence .