William Santana Li
About William Santana Li
William (“Bill”) Santana Li is Chairman, Chief Executive Officer, and President of Knightscope, Inc., roles he has held since co-founding the company in April 2013; he was appointed President in January 2024 . He is 55 years old, holds a B.S. in Electrical Engineering from Carnegie Mellon University and an MBA from the University of Detroit Mercy . Li previously built his career at Ford Motor Company and multiple startups in automotive and security technology, and is married to Knightscope EVP/CIO/CISO, Mercedes Soria (a disclosed family relationship) . Knightscope combines the CEO and Chairman roles, but the board maintains a Lead Independent Director and holds executive sessions without management to reinforce independent oversight .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ford Motor Company | Engineering, product strategy, M&A (Visteon, Mazda, Lincoln; turnaround of Ford of Europe) | 1990–1999 | Broad operating and strategic experience across continents; internal financing led to later venture creation . |
| GreenLeaf LLC (Ford subsidiary) | Founder & COO | 1998–1999 | Built the world’s #2 automotive recycler; >600 employees, 20 locations, ~$150M annual sales . |
| Model E Corporation (SoftBank-backed) | President & CEO | 1999–2001 | Venture-backed auto startup focusing on “Subscribe and Drive” model . |
| Build-to-Order (OEM) | Chairman & CEO | 2001–2002 | Led an OEM concept focused on manufacturing innovation . |
| Carbon Motors Corporation | Chairman & CEO | 2003–2013 | Built specialty law enforcement vehicle initiative; company filed for Chapter 7 liquidation in June 2013 (execution risk precedent) . |
| Knightscope, Inc. | Co-founder; Chairman & CEO; President | 2013–present (President since Jan 2024) | Founded autonomous security technology platform; dual role as CEO and Chairman with Lead Independent Director structure . |
External Roles
- Proxy biographies do not disclose any other current public company board seats for Li beyond Knightscope .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 496,907 | 493,346 | 505,000 |
| Target Bonus ($) | — | — | 500,000 |
| Actual Bonus Paid ($) | 278,261 | 0 (no 2023 bonuses paid in 2024) | 500,000 (100% of target) |
| Benefits/Perqs ($) | — | 1,173 | 1,593 |
| Total Reported Compensation ($) | 1,411,064 | 1,079,377 | 2,225,393 |
Performance Compensation
- Annual bonus program (2024): Metrics tied to cash available to meet budgeted operations; measured monthly; Li’s target bonus set at $500,000 and paid at 100% based on performance (paid throughout 2024 and January 2025) .
- No bonuses were paid for 2023 performance despite partial goal achievement (board decision in March 2024) .
| Annual Incentive (Year) | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 | Cash available vs. budget | Not disclosed | $500,000 | 100% of target ($500,000) | Paid throughout 2024 and Jan 2025 |
| 2023 | Corporate metrics | Not disclosed | Not disclosed | 0 (no payout) | N/A |
| Long-Term Incentive (Year) | Type | Grant-date fair value ($) | Notes |
|---|---|---|---|
| 2024 | Stock options | 1,218,800 | Options under 2022 Plan; two-year vesting for 2024 grants . |
| 2023 | Stock options | 586,031 | Options under 2022 Plan . |
| 2022 | Stock options | 635,896 | Options under 2022 Plan . |
Outstanding Options and Vesting
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Vesting terms |
|---|---|---|---|---|---|
| 7/12/2022 | 4,618 | 3,044 | 152.00 | 7/11/2032 | 25% at 1-year; remainder monthly over 36 months (service-based) . |
| 7/28/2023 | 2,710 | 4,952 | 75.50 | 7/27/2033 | 25% at 1-year; remainder monthly over 36 months (service-based) . |
| 6/11/2024 | — | 80,000 | 15.24 | 6/10/2034 | 50% at 1st anniversary; 50% at 2nd anniversary (service-based) . |
Plan terms prohibit option repricing without stockholder approval and include a clawback policy consistent with Dodd-Frank rules .
Equity Ownership & Alignment
- Insider trading policy: Prohibits short sales, hedging/derivative transactions, and margin accounts; pledging is prohibited except for a narrow exception requiring clear capacity to repay without using pledged securities .
- Equity awards are options-only (no RSUs/PSUs disclosed) under the 2022 Plan; 2024 director/NEO awards and plan share pool summarized in proxy .
| Beneficial Ownership (as of Jun 20, 2025) | Class A shares | Class A % | Class B shares | Class B % | Combined voting power % |
|---|---|---|---|---|---|
| William (“Bill”) Santana Li | 78,716 | 1.1% | 146,000 | 42.9% | 14.9% |
- Class B has 10 votes per share; Class A has 1 vote per share .
Breakdown of holdings referenced in footnotes:
- Li: 1,666 Class A; 140,000 Class B; 49,713 Class A underlying options exercisable within 60 days of May 15, 2025; plus spouse’s (Soria) holdings noted in the footnote (aggregated for disclosure) .
- Proxy to vote 150,111 Class A underlying warrants held by others (currently exercisable) is noted, but he does not have the ability to exercise the warrants .
Employment Terms
- Employment agreements in place for NEOs (including Li) .
- Involuntary termination without cause or resignation for good reason within 12 months after a change in control (double trigger): 12 months base salary (lump sum), 100% target bonus (lump sum), up to 12 months COBRA, and full acceleration of equity awards; performance-based vesting deemed at greater of actual (if determinable) or 100% of target, unless specified otherwise .
- Involuntary termination without cause outside the change-in-control period: 6 months base salary continuation and up to 6 months COBRA .
- Clawback: Company will apply Dodd-Frank Section 954 and any applicable clawback/recoupment policies .
- No repricing: Committee cannot reduce exercise price, cancel/regrant underwater options/SARs (outside M&A), or take any action treated as a repricing without stockholder approval .
- Anti-hedging/pledging: Short sales, hedging, derivatives, and margin accounts prohibited; pledging only allowed by exception with capacity to repay without resort to pledged stock .
Board Governance
- Board structure: CEO also serves as Chairman; the Board appointed a Lead Independent Director (William G. Billings) and holds executive sessions of independent directors to strengthen oversight .
- Independence: All directors other than Li are independent under Nasdaq standards; Audit and Compensation Committees composed entirely of independent directors .
- Committees and roles (2024–2025):
- Audit Committee: Billings (Chair), Mocny, Torrie; Billings qualifies as an “audit committee financial expert” .
- Compensation Committee: Billings (Chair), Mocny, Torrie .
- No standing Nominating Committee; independent directors select nominees per Nasdaq rules .
- Meetings/attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; independent directors meet regularly in executive session; all four directors attended the 2024 annual meeting .
- Family relationship disclosure: Li is married to EVP/CIO/CISO Mercedes Soria .
- Related party transactions: None disclosed for 2024+ period in the “Certain Relationships and Related Person Transactions” section .
Performance & Track Record
- Founding/operator history includes scaling GreenLeaf to ~$150M revenue and 600+ employees across 20 sites globally .
- Carbon Motors, an earlier Li-led venture, filed for Chapter 7 liquidation in June 2013, highlighting execution risk in scaling mission-critical vehicle platforms .
- Section 16(a) compliance: One Form 4 for Li was filed late in 2024 (the company disclosed several inadvertent late filings across insiders) .
Compensation Structure Analysis
- Cash vs. equity mix: 2024 total comp rose to ~$2.23M with both a $500k cash bonus (100% of target) and $1.22M in option value; 2023 had no bonus and lower option value ($586k) .
- Incentive design: Annual cash incentive for 2024 hinged on liquidity (“cash available to meet budgeted operations”), signaling a strong near-term cash discipline focus for a capital-constrained small-cap .
- Equity vehicle: Options-only LTI (no RSUs/PSUs disclosed) with time-based vesting; 2024 grant vests 50% at year 1 and 50% at year 2, creating discrete vesting dates that can influence trading windows and supply .
- Governance safeguards: Clawback policy, anti-repricing provision, and anti-hedging/pledging policy in place .
Equity Ownership & Alignment (Detail)
| Component | Amount |
|---|---|
| Beneficial ownership – Class A | 78,716 shares (includes direct and options within 60 days; see footnotes) |
| Beneficial ownership – Class B | 146,000 shares |
| Class A % | 1.1% |
| Class B % | 42.9% |
| Combined voting power % | 14.9% (Class B = 10 votes/share; Class A = 1 vote/share) |
Footnotes detail composition, including spouse holdings counted in beneficial ownership and a voting proxy over 150,111 Class A underlying warrants that Li cannot exercise .
Employment Terms
- See Employment Terms section above for severance, change-in-control, clawback, and anti-hedging/pledging policy details .
Investment Implications
- Alignment and control: Li’s 14.9% combined voting power, driven by high-vote Class B, provides meaningful control and strategic continuity, aligning founder-led execution but concentrating governance power; anti-hedging/pledging limits mitigate certain alignment risks .
- Incentive risk/reward: The options-only LTI with multi-year vesting and recent at-the-money 2024 grant ($15.24 strike; 80,000 options) creates levered exposure to equity appreciation and potential supply at cliff vest dates (50% on each of the first two anniversaries) .
- Liquidity discipline: 2024 bonus design tied to cash available to meet budget signals management/board focus on liquidity runway, a critical lever for small-cap growth and a potential positive for downside protection in volatile markets .
- Governance: CEO/Chair duality is partly offset by a Lead Independent Director, fully independent Audit and Compensation Committees, and regular executive sessions; disclosed family relationship (CEO/CIO spouses) and prior late Section 16(a) filings warrant continued monitoring of controls and independence optics .
- Track record: Prior venture outcomes include both significant scaling (GreenLeaf) and a bankruptcy (Carbon Motors), underscoring high variance in execution—an important lens for assessing risk/return in Knightscope’s growth trajectory under Li’s leadership .