Robert Mocny
About Robert A. Mocny
Robert (“Bob”) A. Mocny, 68, has served as an independent director of Knightscope since February 2024. He previously spent nearly three decades in U.S. federal law enforcement and homeland security technology leadership, including Deputy Director of Technology & Innovation at the Federal Protective Service within DHS. He holds a B.A. in Soviet Studies from the University of California, Santa Barbara. The Board cites his security, law enforcement, government, and technological expertise as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security (DHS) | Deputy Director of Technology & Innovation, Federal Protective Service | Oct 2016 – Feb 2020 | Led technology initiatives for FPS; risk, controls, and innovation oversight |
| DHS (various roles) | Senior roles in identity/border programs | Apr 2001 – Oct 2016 | Spearheaded technology innovation; contributed to trusted traveler programs |
| U.S. DOJ, Immigration & Naturalization Service | Special Assistant to the Deputy Commissioner (culminating role) | Apr 1998 – Apr 2001 (INS tenure: Dec 1992 – Apr 2001) | Developed SENTRI (Trusted Traveler) program; Hammer Award recipient |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Biometrics Institute Limited | Strategic Advisor | May 2020 – present | Advisory role on biometrics standards/practice |
| Ridge Lane, LP | Venture Partner | May 2020 – present | Venture/strategic role |
| Deep Water Point & Associates | Principal | May 2020 – present | Government market advisory |
| Center for National Security and Immigration | Technical Expert (immigration legislation) | Jun 2021 – present | Policy/technical expertise |
Board Governance
- Independence: The Board determined Mr. Mocny is independent under Nasdaq rules, including for Audit and Compensation Committee service .
- Committees and roles:
- Audit Committee member; the committee met four times in 2024. Chair: William G. Billings (designated audit committee financial expert) .
- Compensation Committee member; the committee met two times in 2024. Chair: William G. Billings .
- The Board has no standing Nominating Committee; all directors participate in director nominations, with independent directors selecting nominees per Nasdaq rules .
- Attendance and engagement:
- Board met six times in 2024; each director attended at least 75% of Board and relevant committee meetings .
- All four directors at the time attended the 2024 annual meeting of stockholders .
- Independent directors meet in executive session each regularly scheduled Board meeting, led by the Lead Independent Director (Billings) .
- Board leadership: Combined CEO/Chair with a Lead Independent Director structure .
- Director nomination sourcing: Mocny (and other 2025 nominees Billings, Torrie) were recommended by the CEO and CFO .
- Related party transactions oversight: Audit Committee oversees related person transactions, but the Board has not adopted a written approval policy; none occurred in FY2024 .
Fixed Compensation
| Component | 2024 Amount/Structure | Detail |
|---|---|---|
| Annual cash retainer | $0 | “Fees Earned or Paid in Cash” reported as “—” for Mocny |
| Equity – Initial Option Grant | 2,000 options | Granted upon appointment on Feb 19, 2024; fully vested upon approval |
| 2024 Option Award (Grant-Date Fair Value) | $48,000 | Aggregate grant-date fair value under ASC 718 for Mocny |
| Committee/Chair fees | Not disclosed | No incremental cash/fee amounts reported for Mocny in 2024 table |
Notes: Non-employee director compensation is capped at $750,000 per year ($1,000,000 in first year/lead independent/special committee) inclusive of cash and equity under the 2022 Plan .
Performance Compensation
| Element | 2024 Structure | Metrics/Terms |
|---|---|---|
| Performance-based equity (PSUs/TSR) | Not disclosed for directors | Director compensation table shows option awards only; no performance metric framework described for director equity |
| Option vesting conditions | Fully vested initial grant | Initial 2,000 options were fully vested upon approval (not performance-conditioned) |
Other Directorships & Interlocks
- The KSCP proxy biography for Mr. Mocny does not list any other public-company board service; external roles are advisory/venture/consulting (see External Roles) .
- No related-party transactions involving Mr. Mocny were disclosed for FY2024 .
Expertise & Qualifications
- Security/government technology leader with DHS and DOJ/INS tenure; led development of SENTRI (Trusted Traveler) recognized with a Hammer Award .
- Brings risk management and public safety technology oversight experience relevant to Knightscope’s domain .
- Academic: B.A., Soviet Studies, UC Santa Barbara .
Equity Ownership
| Item | Detail |
|---|---|
| Class A shares beneficially owned (6/20/2025) | 2,004 shares; less than 1% of Class A |
| Options held (as of 12/31/2024) | 2,000 options (non-employee director initial grant) |
| Ownership as % of shares outstanding | <1% (Class A) |
| Hedging/derivatives policy | Prohibits short sales, transactions in public options, and hedging/monetization transactions |
| Pledging policy | Officers/directors prohibited from pledging or transacting in margin accounts; limited exception to pledge with clear independent repayment capacity |
Governance Assessment
-
Strengths
- Independent director serving on both Audit and Compensation Committees; good meeting cadence (Audit: 4; Comp: 2 in 2024) and overall Board attendance ≥75% with annual meeting participation .
- Anti-hedging/anti-pledging policy aligns with investor interests; limits on director compensation under the equity plan help prevent excessive awards .
- No related-party transactions in FY2024; Audit Committee oversees related-party review .
-
Watch items / potential red flags
- No standing Nominating Committee; CEO/CFO recommended current independent nominees, which may concentrate influence over Board composition; mitigated by majority-independent Board and independent director voting for nominees as required by Nasdaq .
- Initial director option grant was fully vested at approval (no performance linkage); 2024 director pay appears entirely equity via options ($48,000 grant-date value, no cash fees), which may shift alignment toward stock price beta but lacks explicit performance metrics .
- Board notes it has not adopted a written policy for approval of related person transactions (though Audit Committee oversees); formalization could strengthen controls .
- As an Emerging Growth Company, Knightscope is not required to hold say‑on‑pay votes yet, limiting direct shareholder feedback on compensation programs .
-
Overall implication
- Mocny adds domain-relevant security/government technology experience and independent oversight on key committees, supporting board effectiveness. Governance structure has standard protections (lead independent director, anti-hedging/pledging) but investor-focused improvements could include formalizing nomination oversight and related-party approval policies, and considering performance-conditioned equity for directors to enhance pay-for-performance optics .