Harrison Gross
About Harrison Gross
Harrison R. Gross, age 32, is a founder of Innovative Eyewear and has served as Chief Executive Officer and a director since August 2019. He holds a BA in Writing from Columbia University and a BA in Jewish Studies from the Jewish Theological Seminary, with prior roles at Lucyd Ltd. (2017–2019), Tekcapital plc (2015–2021), and a Verizon contractor (2013–2014) . Filings highlight retention risk tied to key personnel, including Mr. Gross, and do not disclose explicit TSR, revenue, or EBITDA performance targets in his compensation program; nonequity incentive pay is not used and bonuses are discretionary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Innovative Eyewear (LUCY) | Chief Executive Officer; Director | Aug 2019–present | Product and brand development leadership |
| Lucyd Ltd. | CEO; Media & UX Lead | Aug 2017–Aug 2019 | Developed Lucyd brand; oversaw operations/product development |
| Tekcapital plc | Digital Media Manager | Nov 2015–Aug 2021 | Created and marketed licensed properties for portfolio companies |
| Verizon contractor | Credit Analyst | Oct 2013–Sep 2014 | Managed credit systems and agent support |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Mr. Gross in proxy/10-K biographies |
Fixed Compensation
Contracted base salary terms (chronological):
| Effective Date | Base Salary ($) | Source |
|---|---|---|
| Aug 11, 2021 | 85,800 | |
| Aug 2022 (IPO) | 150,000 | |
| Aug 2, 2024 | 190,000 |
Actual salary paid:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 154,102 | 167,385 |
Bonus, benefits, and fixed components:
- Annual bonus: Board’s sole discretion; no bonus paid in 2023–2024 .
- Company-paid health and welfare benefits included in “All Other Compensation” ($5,832 in 2023; $8,089 in 2024) .
- Perquisites for employees include health insurance, free prescription eyeglasses, and gym membership .
Performance Compensation
Equity awards and incentive program design:
- No nonequity incentive plan compensation; equity awards are time-based (not tied to revenue/EBITDA/TSR metrics) .
Restricted Stock Units (RSUs):
| Grant Date | Units | Market Value at 12/31/24 ($) | Vesting Disclosures |
|---|---|---|---|
| Dec 13, 2024 | 57,600 | 283,392 | 19,200 shares issued upon RSU vesting; additional 9,600 shares scheduled to vest within 60 days (as of 10-K/Proxy ref dates) |
Stock options – grants and outstanding awards:
| Grant Date | Shares | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|
| Jan 13, 2023 | 4,500 | 25.50 | Jan 13, 2028 | Time-based |
| Dec 18, 2023 | 7,500 | 9.00 | Dec 18, 2028 | Time-based |
| May 5, 2021 (legacy) | 600,000 pre-split | 3.56 / 1.00 (legacy grants) | 2024–2025 (legacy expirations) | Time-based |
Outstanding equity awards (as of Dec 31, 2024):
| Instrument | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| Option | 30,000 | — | 71.20 | May 5, 2025 |
| Option | 3,000 | 1,500 | 25.50 | Jan 13, 2028 |
| Option | 5,000 | 2,500 | 9.00 | Dec 18, 2028 |
| RSUs | 57,600 (unvested) | — | — | Market value $283,392 |
Insider selling pressure indicators:
- Rule 10b5-1 plan adopted Dec 13, 2024, effective through Aug 31, 2025, provides for sales to cover tax withholding on 19,200 RSU-related shares plus an additional 2,880 shares; estimated aggregate shares to be sold under plan: 8,718 .
Equity Ownership & Alignment
Beneficial ownership trend (chronological):
| As-Of Date | Shares Beneficially Owned | Percent Outstanding | Exercisable Options (≤60 days) | RSUs Vesting (≤60 days) |
|---|---|---|---|---|
| May 26, 2023 | 806,371 | 8.74% | Included in total (806,371) | — |
| May 3, 2024 | 804,418 | 4.39% | Included in total (804,418) | — |
| Mar 14, 2025 (10-K ref) | 49,100 | 1.96% | 39,500 | 9,600 |
| Jun 30, 2025 | 24,682 | <1% | 9,500 | 9,600 |
Additional alignment notes:
- No disclosure of stock pledging or hedging by Mr. Gross; the company maintains an insider trading policy (referenced in exhibits) and an SEC/Nasdaq-compliant clawback policy adopted Oct 27, 2023 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | Aug 11, 2021 |
| Initial term | 3 years (terminates on third anniversary unless extended) |
| Base salary (contract) | $85,800 (2021); $150,000 (from Aug 2022 IPO); $190,000 (effective Aug 2, 2024) |
| Bonus | Discretionary at Board’s sole discretion |
| Severance | If terminated without cause or resigns for good reason: base salary for balance of term, COBRA reimbursement for duration of coverage if elected, and accrued amounts |
| Change-of-control | Not specifically disclosed; no acceleration terms identified in filings |
| Non-compete / Non-solicit | Not disclosed in cited filings |
| Clawback | Executive Compensation Clawback Policy adopted Oct 27, 2023 (SEC Rule 10D-1 and Nasdaq Listing Rule 5608 compliant) |
| Insider trading | Insider trading policy referenced in 10-K exhibits |
Board Governance
- Board service history: Director since Aug 2019; not independent under Nasdaq rules .
- Independence: Majority independent board (Castro, McLaughlin, Bartlett); Mr. Gross not independent .
- Committees (2025):
- Audit: Louis Castro (Chair), Kristen McLaughlin, Olivia Bartlett; Castro designated “audit committee financial expert” .
- Compensation: Kristen McLaughlin (Chair), Louis Castro .
- Nominating & Corporate Governance: Olivia Bartlett (Chair), Kristen McLaughlin (2025) ; committee composition previously included Mr. Gross in 2023 .
- Dual-role considerations: CEO+Director role with related-party proximity given Tekcapital/Lucyd relationships (Tekcapital CEO is Mr. Gross’s father); board maintains independent audit review of related party transactions .
- 2025 Annual Meeting proposals include name change to Lucyd, Inc. and rights plan extension; a proposal to reinstate voting rights to control shares held by a 22% holder (Galkin) was also presented .
Director Compensation
Non-management director pay (FY 2024):
| Director | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Kristen McLaughlin | 60,000 | — | — | 60,000 |
| Louis Castro | 40,500 | — | — | 40,500 |
| Olivia C. Bartlett | 10,000 | — | — | 10,000 |
Mr. Gross, as a management director, receives compensation through his executive program; non-management director option overhang totaled 3,750 as of Dec 31, 2024 .
Say‑on‑Pay & Shareholder Feedback
- 2023 say-on-pay (for FY 2022 comp): For 5,353,810; Against 258,331; Abstain 7,897; Broker non-votes 596,623 .
- Frequency vote: Shareholders recommended three (3) years; the company disclosed it will hold say-on-pay votes every year unless the Board determines otherwise . Proposals in the 2023 proxy described say-on-pay mechanics and goals; Board recommended a three-year frequency in the proxy .
Performance & Track Record (selected disclosures)
- Management retention risk: Company depends on highly skilled personnel including CEO; no key-person insurance maintained .
- CEO certifications: Sarbanes-Oxley Section 302 certifications for FY 2024 10-K signed by Mr. Gross .
Compensation Structure Analysis
- Shift toward RSUs: A large RSU grant to Mr. Gross on Dec 13, 2024 (57,600 units) suggests a move to time-based equity versus performance-based awards; nonequity incentive pay unused .
- Option grants: Smaller post-2023 option awards with higher strikes (25.50, 9.00) and legacy options nearing expiration, limiting near-term in-the-money potential absent share appreciation .
- Guaranteed vs at-risk pay: Cash salary increased to $190,000 effective Aug 2, 2024 while equity awards remain time-based; no disclosed performance metrics or formulaic bonuses .
- Clawback adoption: SEC/Nasdaq-compliant clawback policy in place since Oct 27, 2023 .
Related Party Transactions
- License Agreement (April 1, 2020) with Lucyd Ltd. (one of the larger shareholders): royalty‑free, fully paid-up, perpetual license to Lucyd brand and associated IP; consideration included 3,750,000 shares (pre-split) .
- Management services agreement with Tekcapital Europe Ltd.: $35,000 quarterly from Feb 1, 2022; additional rent allocations; expenses in 2023–2024 disclosed .
- Financing: Convertible note facility availability with Lucyd Ltd. amended Mar 1, 2025 (maturity extended to Sep 1, 2026); no borrowings under the agreement . Intercompany loan to Tekcapital Europe (Jan 11, 2024) of £600,000 at 10% repaid; new facility up to $500,000 established Apr 23, 2025; a $250,000 draw in May 2025 was repaid in June 2025 .
Equity Ownership & Alignment – Additional Detail
- 2025 proxy breaks down Mr. Gross’s beneficial ownership as 5,582 shares held, 9,500 options exercisable within 60 days, and 9,600 RSUs vesting within 60 days (all contributing to reported totals and <1% ownership) .
- Company policy indicates review of related party transactions by the independent Audit Committee .
Employment Terms – Severance & Change-of-Control Economics
| Provision | Terms |
|---|---|
| Severance | Base salary for balance of term; COBRA reimbursement if elected; accrued amounts upon termination without cause or resignation for good reason |
| Change-of-control | No specific single/double-trigger acceleration terms disclosed in filings reviewed |
| Clawback | Executives subject to clawback of incentive-based compensation under SEC/Nasdaq rules |
| Tax gross-ups | Not disclosed in reviewed materials |
Investment Implications
- Pay-for-performance alignment appears limited: bonuses are discretionary, nonequity incentives unused, and RSUs/options are time-based without disclosed performance hurdles (potentially weaker incentive alignment to financial outcomes) .
- Insider selling pressure likely near RSU vesting: Rule 10b5-1 plan through Aug 31, 2025 anticipates sales tied to RSU vest tax obligations and incremental share sales (estimated 8,718 shares), creating potential liquidity overhang around vest dates .
- Governance independence mitigants: Majority independent board, independent Audit and Compensation Committees, and a formal clawback policy help counterbalance dual-role concerns and related-party proximity to Tekcapital/Lucyd .
- Ownership concentration and control-share dynamics: A ~22% shareholder’s voting rights reinstatement proposal and a rights plan extension on the 2025 agenda underscore governance/overhang considerations for minority holders .
- Retention risk: CEO identified as critical to strategy with no key-person insurance; salary uplift in 2024 suggests retention focus, but absence of structured performance incentives could temper execution-linked pay outcomes .