Melvin Torrie
About Melvin W. Torrie
Melvin (“Mel”) W. Torrie, age 55, has served as an independent director of Knightscope since February 2024. He is the CEO, President, and Chairman of Autonomous Solutions Inc. (“ASI”) and brings deep expertise in artificial intelligence, machine learning, autonomous vehicles, and industrial robotics; he holds a Master of Science in electrical engineering with a computer science minor from Utah State University. The Board has determined he is independent under Nasdaq listing standards and SEC rules, including for Audit and Compensation Committee service.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Utah State University | Taught (instructor/lecturer) | Not specified | Frequent keynote speaker and trainer on AI/ML, autonomous vehicles, robotics, leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Autonomous Solutions Inc. (ASI) | CEO, President, Chairman | Since Nov 2000 | ASI provides technology to retrofit equipment into fully autonomous vehicles; Torrie led partnerships with large vehicle manufacturers |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Torrie is an independent director under Nasdaq rules and SEC rules applicable to Audit and Compensation Committee members |
| Committees | Audit Committee (member); Compensation Committee (member) |
| Committee Chairs | None; William G. Billings chairs Audit and Compensation Committees; Billings is Lead Independent Director |
| Board Structure | CEO is also Chairman; Lead Independent Director role in place (Billings) |
| Executive Sessions | Independent directors meet in executive session during each regularly scheduled Board meeting |
| Attendance | Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings during the period served; Audit Committee met 4 times in 2024 |
| Nominating | No standing nominating committee; independent directors select nominees; Torrie (and other nominees) were recommended by the CEO and CFO |
Fixed Compensation
| Year | Cash Fees ($) | Equity/Option Awards ($, grant-date fair value) | Notes |
|---|---|---|---|
| 2024 | — | 48,000 | Upon appointment (Feb 19, 2024), each of Billings, Mocny, and Torrie received an initial stock option for 2,000 shares, fully vested upon approval; non-executive directors eligible for additional awards at Board discretion |
| Equity Grant Detail | Grant Date | Instrument | Shares/Options | Vesting | Notes | |---|---|---:|---|---| | Initial director grant | Feb 19, 2024 | Stock Option | 2,000 | Fully vested upon approval | As disclosed in 2024 Director Compensation section |
Additional plan guardrail: Non-employee director total annual compensation is capped at $750,000 (or $1,000,000 in specified cases such as first year on board or Lead Independent Director service) under the 2022 Equity Incentive Plan.
Performance Compensation
- The proxy discloses non-employee director pay comprised of equity awards (and any cash fees), with no performance metric framework identified for director compensation in 2024.
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Notes |
|---|---|---|---|---|
| None disclosed | Public company | — | — | Proxy biography lists ASI leadership but no other public company directorships for Torrie |
Expertise & Qualifications
- Technology and autonomy: Significant experience with autonomous vehicles and robotics; led robotic development partnerships with major vehicle manufacturers.
- AI/ML: Frequent keynote speaker and trainer on AI/ML and leadership topics.
- Education: M.S. in electrical engineering, computer science minor (Utah State University).
Equity Ownership
| As of | Class A Shares Beneficially Owned | % of Class A | Class B Shares | Combined Voting Power | Notes |
|---|---|---|---|---|---|
| June 20, 2025 | 2,000 | <1% | — | <1% | Based on 6,813,231 Class A and 336,759 Class B outstanding; combined voting counts 10 votes/share for Class B |
| Options/RSUs | Amount | Status/Date | Notes |
|---|---|---|---|
| Stock options outstanding (per director holdings at 12/31/2024) | 2,000 | As of Dec 31, 2024 | Each director serving as of 12/31/2024 (Billings, Mocny, Torrie) held 2,000 options |
| 2024 Form 4 grant | 100,000 | Transaction date Feb 20, 2024 | Stock option (right to buy) at $0.48; post-transaction ownership 100,000 options; Form 4 filed Feb 22, 2024 (Torrie Mel) |
| Capital structure context | — | — | Proxy notes reverse split effect: 100,000 shares currently represent 5,000,000 pre‑stock‑split shares under plan disclosures (illustrating share-count adjustments) |
Insider Trades (Forms 3/4)
| Filing Date | Transaction Date | Form | Type | Security | Quantity | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|---|
| 2024-02-22 | 2024-02-19 | 3 | Initial statement | — | — | — | — | |
| 2024-02-22 | 2024-02-20 | 4 | A (award) | Stock Option (Right to Buy) | 100,000 | 0.48 | 100,000 |
Notes: No pledging/hedging disclosures specific to Torrie were identified in the proxy excerpts reviewed. Related-person transactions policy oversight resides with the Audit Committee.
Fixed vs. At-Risk Pay Mix (Director)
| Component | 2024 Mix | Evidence |
|---|---|---|
| Cash Fees | 0% for Torrie | Cash fees column shows “—” for Torrie in 2024 |
| Equity (Options/Stock) | 100% | $48,000 option award (grant-date fair value) |
Related Party / Conflicts
- Policy/Oversight: Audit Committee reviews all related-person transactions; Board has not adopted a written policy, but there were no related-person transactions in FY2024.
- External affiliations: Torrie is CEO/Chair of ASI; no transactions between Knightscope and ASI were disclosed for FY2024.
Additional Governance Context
- Board leadership: CEO/Chair roles combined; Lead Independent Director in place to balance oversight.
- Nominating: No standing nominating committee; independent directors select nominees, with 2025 nominees (including Torrie) recommended by CEO and CFO.
- Meeting engagement: All four directors attended the 2024 annual stockholder meeting; directors encouraged to attend.
Governance Assessment
-
Strengths
- Independent director serving on both Audit and Compensation Committees; Board affirms independence under Nasdaq and SEC rules for committee service.
- Active committee oversight: Audit Committee (met 4x in 2024) and Compensation Committee governance structures in place; independent leadership (Lead Independent Director).
- Attendance/engagement: Each director attended at least 75% of meetings; all directors attended 2024 annual meeting.
- Conflicts: No related-person transactions in FY2024; Audit Committee reviews and oversees such matters.
-
Watch items / potential red flags
- No nominating committee; nominees (including Torrie) were recommended by CEO and CFO—can raise independence optics on director pipeline at a micro-cap.
- CEO also serves as Chairman; while mitigated by a Lead Independent Director, investors may prefer separated roles.
- Initial director option grant fully vested upon approval (not time-based over multiple years), which provides less retention leverage versus vesting schedules typical of director equity.
-
Alignment signals
- 2024 director pay mix for Torrie was equity-only (no cash fees), enhancing alignment with shareholder outcomes at this stage.
- Beneficial ownership is small in percentage terms (<1% of Class A; <1% combined voting power), common for newer directors; further ownership accumulation could strengthen alignment optics over time.