Mercedes Soria
About Mercedes Soria
Mercedes Soria is EVP and Chief Intelligence Officer since May 2013 and Chief Information Security Officer since April 2024 at Knightscope; she has been with the company since April 2013 and is 51 years old . Her background includes 15+ years in systems development, project leadership, software architecture, and web applications, with prior roles at Carbon Motors, Deloitte & Touche, and Gibson Musical Instruments; she holds Bachelor’s and Master’s degrees in Computer Science (Middle Tennessee State University) and an Executive MBA (Emory) and is a Six Sigma green belt and member of the Society of Hispanic Professional Engineers . Knightscope tied 2024 annual bonus metrics to cash available to meet budgeted operations (liquidity-focused), and Ms. Soria received no cash bonus in 2024; long-term incentives are primarily stock options with time-based vesting, not PSUs/RSUs . Family relationship: she is married to CEO William Santana Li; the proxy reports combined beneficial holdings under SEC attribution rules and discloses no related party transactions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carbon Motors Corporation | Led IT strategy development | 2011–2013 | IT strategy for specialty vehicle development for law enforcement |
| Deloitte & Touche LLP | Channel Manager and Software Development Manager (internal operations) | 2002–2010 | Internal operations software leadership |
| Gibson Musical Instruments | Software Developer | 1998–2002 | Led effort to establish online presence |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Society of Hispanic Professional Engineers | Member | Not disclosed | Professional affiliation |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 341,922 | 350,000 |
| Bonus ($) | — (not paid for 2023 performance) | — |
| Executive Benefits ($) | 1,173 | 1,593 |
| Total Compensation ($) | 542,225 | 711,593 |
2023 performance goals were partially achieved but the Board decided in March 2024 that no bonuses would be paid with respect to 2023 performance . 2024 annual bonus metrics were tied to cash available to meet budgeted operations; only the CEO had a disclosed target and payout (100%); Ms. Soria had no 2024 bonus paid .
Performance Compensation
Annual Bonus Design (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Cash available to meet budgeted operations | Not disclosed | Not disclosed for Soria | Not disclosed (company-level metric; CEO measured monthly) | $0 for Soria | N/A (cash) |
Equity Awards Detail
| Grant Date | Type | Number of Options | Exercise Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| 11/17/2016 | Option (Class B) | 3,740 (Exercisable) | 30.00 | 25% at 1-year; remaining monthly over 36 months (standard) | 11/17/2026 |
| 4/22/2018 | Option (Class A) | 4,000 (Exercisable) | 63.00 | 25% at 1-year; remaining monthly over 36 months | 4/21/2028 |
| 5/9/2019 | Option (Class A) | 9,999 (Exercisable) | 62.00 | 25% at 1-year; remaining monthly over 36 months | 5/9/2029 |
| 2/27/2020 | Option (Class A) | 1,999 (Exercisable) | 45.50 | 25% at 1-year; remaining monthly over 36 months | 2/26/2030 |
| 6/24/2020 | Option (Class A) | 699 (Exercisable) | 45.50 | 25% at 1-year; remaining monthly over 36 months | 6/23/2030 |
| 7/12/2022 | Option (Class A) | 1,518 Exercisable; 1,019 Unexercisable | 152.00 | 25% at 1-year; remaining monthly over 36 months | 7/11/2032 |
| 7/28/2023 | Option (Class A) | 894 Exercisable; 1,643 Unexercisable | 75.50 | 25% at 1-year; remaining monthly over 36 months | 7/27/2033 |
| 4/23/2024 | Option (Class A) | 15,000 Unexercisable | 24.00 | 50% on 1st anniversary; 50% on 2nd anniversary (two-year vest) | 4/22/2034 |
2024 option grant was made at a $24.00 exercise price with $360,000 grant-date fair value; the company discloses equity award timing policies to avoid MNPI timing concerns . Outstanding option counts in tables reflect the September 13, 2024 reverse stock split .
Equity Ownership & Alignment
Beneficial Ownership (as of June 20, 2025)
| Holder | Class A Common Stock (Number) | Class A Common Stock (%) | Class B Common Stock (Number) | Class B Common Stock (%) | Combined Voting Power (%) |
|---|---|---|---|---|---|
| Mercedes Soria | 78,716 | 1.1% | 146,000 | 42.9% | 14.9% |
Proxy footnote breakdown attributes portions of these holdings under SEC rules: Ms. Soria specifically holds (iv) 2,260 Class B shares; (v) 3,740 Class B shares underlying options exercisable within 60 days; (vi) 27,337 Class A shares underlying options exercisable within 60 days . The table presents beneficial ownership inclusive of spousal attribution; combined voting power reflects 10 votes per Class B share vs. 1 vote per Class A share .
Vested vs. Unvested (Options at 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) |
|---|---|---|
| 11/17/2016 | 3,740 | — |
| 4/22/2018 | 4,000 | — |
| 5/9/2019 | 9,999 | — |
| 2/27/2020 | 1,999 | — |
| 6/24/2020 | 699 | — |
| 7/12/2022 | 1,518 | 1,019 |
| 7/28/2023 | 894 | 1,643 |
| 4/23/2024 | — | 15,000 |
- Shares pledged as collateral: Not disclosed in the proxy; no pledging disclosure for Ms. Soria .
- Stock ownership guidelines and compliance: Not disclosed .
Employment Terms
- Employment start date: With Knightscope since April 2013; EVP & Chief Intelligence Officer since May 2013; CISO since April 2024 .
- Employment agreements: Executed for all named executive officers; set initial base salary and bonus eligibility and benefit participation .
- Severance (non–change in control): 6 months base salary continuation and up to 6 months of COBRA payments/reimbursements upon involuntary termination other than cause/death/disability, subject to separation agreement and release .
- Change-of-control (double trigger within 1 year post-CIC): Lump sum 12 months base salary, 100% of target bonus, up to 12 months COBRA, and full vesting acceleration of each equity award; performance goals deemed achieved at greater of actual or 100% of target unless otherwise specified .
- Equity plan CIC treatment: Committee may continue/assume/substitute awards; if not, time-based awards vest fully immediately prior to CIC; performance awards payable per schedule or deemed; cash-out alternative permitted; CIC definition includes 50%+ acquisition of shares/votes, majority board change over 12 months, or certain M&A/asset sales .
- Clawback, non-compete/non-solicit, garden leave, consulting post-termination: Not disclosed in proxy .
Risk Indicators & Governance Notes
- Family relationship: Ms. Soria is married to CEO William Santana Li (disclosed) .
- Delinquent Section 16(a) filing: One late Form 4 for Ms. Soria in FY2024 (company notes inadvertent late filings by multiple insiders) .
- Related party transactions: None reported for period since January 1, 2024 (beyond compensation arrangements) .
- Equity award timing policy: Company states it does not time grants around MNPI; outlines specific monitoring of filings around award dates .
Compensation Structure Analysis
- Mix shift: Ms. Soria’s 2024 compensation is weighted toward equity options ($360,000 grant-date fair value) vs. cash salary ($350,000) with no bonus paid, indicating emphasis on long-term alignment via time-based options rather than short-term cash incentives .
- Bonus metric focus: Liquidity (“cash available to meet budgeted operations”) drove 2024 annual bonus design; individual targets for Ms. Soria not disclosed; she received $0 .
- Option vesting updates: 2024 grant has two-year cliff-like vesting (50% at 1-year and 50% at 2-years), differing from the standard 4-year monthly schedule, potentially increasing near-term vest concentration (April 23, 2025 and April 23, 2026) .
- Repricing/modification: No disclosure of option repricing or award modification in proxy; equity awards follow plan rules .
Equity Ownership & Alignment Commentary
- SEC attribution yields high reported beneficial ownership and voting power for both Ms. Soria and Mr. Li; footnotes clarify Ms. Soria’s direct holdings and options within 60 days, while majority of voting control is linked to Class B shares .
- No pledging/hedging disclosure specific to Ms. Soria; proxy does not flag such practices .
Investment Implications
- Near-term vesting catalysts: The 15,000-option grant from April 23, 2024 vests 50% on April 23, 2025 and 50% on April 23, 2026 (exercise price $24), which can create potential selling pressure around those dates depending on stock price and liquidity needs .
- Alignment vs. concentration: Reported combined voting power (14.9%) via Class B structure indicates strong insider control; while alignment may be high, family relationship with the CEO requires ongoing governance scrutiny even in absence of related-party transactions .
- Pay-for-performance signal: 2024 design emphasized cash/liquidity rather than revenue/EBITDA/TSR targets; Ms. Soria’s realized compensation was entirely salary plus option grant (no bonus), suggesting risk-sharing via equity but limited short-term performance linkage disclosures for her role .
- Change-of-control economics: Double-trigger CIC benefits include full vesting acceleration and 12 months base plus 100% target bonus; this is a standard but shareholder-sensitive feature that can materially increase payouts upon a transaction .
- Compliance: One late Form 4 is a minor red flag; not indicative of systemic issues but worth monitoring for insider-trade discipline .
All quantitative compensation and ownership data above are taken from the Knightscope 2025 Proxy Statement (DEF 14A). Reverse split adjustments are noted in the proxy and reflected in option counts. **[1600983_0001558370-25-009331_kscp-20250908xdef14a.htm:29]** **[1600983_0001558370-25-009331_kscp-20250908xdef14a.htm:30]** **[1600983_0001558370-25-009331_kscp-20250908xdef14a.htm:31]** **[1600983_0001558370-25-009331_kscp-20250908xdef14a.htm:32]** **[1600983_0001558370-25-009331_kscp-20250908xdef14a.htm:33]** **[1600983_0001558370-25-009331_kscp-20250908xdef14a.htm:34]**