Kevin Knopp
About Kevin Knopp
Kevin J. Knopp, Ph.D. is President, Chief Executive Officer, and a Director of 908 Devices (MASS), roles he has held since February 2012. He is 52 years old (as of April 28, 2025), with a B.S. in Electrical Engineering (Boston University) and M.S./Ph.D. from the University of Colorado Boulder; prior to 908 Devices, he co-founded Ahura Scientific (2002) and served as VP & Site Leader for Thermo Fisher’s Portable Optical Analysis division after its acquisition of Ahura . The proxy highlights a pay program anchored to revenue and operating expense targets for annual bonuses and option/RSU/PSU equity for long-term alignment; 2024 CEO bonus paid at 98.4% of target, indicating close tie to corporate metrics . Board leadership is separated (independent Chair distinct from CEO), and 8 of 9 directors are independent, mitigating CEO/Director dual-role risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thermo Fisher Scientific (Portable Optical Analysis) | Vice President and Site Leader | — | Led handheld optical spectrometers business post-acquisition of Ahura Scientific, scaling applications in pharma and security . |
| Ahura Scientific | Co-founder; commercialized handheld optical spectrometers | 2002–(acquired by Thermo Fisher) | Created portable spectroscopy category later integrated into Thermo Fisher; foundational domain expertise relevant to 908 Devices . |
External Roles
- No other public company directorships for Dr. Knopp are disclosed in the 2025 proxy; he serves as a Director of 908 Devices (since 2012) .
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary paid ($) | 475,000 | 497,788 | Paid amounts per Summary Compensation Table. |
| Base salary rate ($) | — | 500,000 effective Feb 1, 2024 | Annual rate; subject to review. |
| Target annual bonus (% of salary) | — | 100% | 100% of base for 2024. |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate: Revenue and Operating Expense targets | 100% | Company-defined goals | Company-assessed performance | 98.4% of target |
- Bonus paid for 2024 performance in 2025: $492,000 .
Long-Term Incentive (Structure and 2024 Grants)
| Award Type | Grant Date | Shares/Options | Exercise Price | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Stock Options | 3/1/2024 | 92,937 | $7.35 | $500,000 (valuation) | 25% on 2/1/2025; remainder monthly over 36 months | Annual CEO LTI set at 2.0x base salary; 50% options/50% RSUs . |
| RSUs | 3/1/2024 | 68,028 | — | — | Annual vesting over 4 years from 2/1/2024 | Year-end MV $149,662 at $2.20 close (12/31/2024) . |
| PSUs (stock-price based) | 3/1/2023 | 26,897 | — | — | Eligible to vest 2/1/2026 upon VWAP-based stock price goals measured in Q4’25; service condition applies | Market-based design aligns to TSR. |
| RSUs | 3/1/2023 | 40,345 | — | — | Annual vesting over 4 years from 2/1/2023 | — |
| Stock Options | 3/1/2022 | 52,966 ex./21,810 unex. | $16.66 | — | 25% on 2/1/2023; remainder monthly over 48 months | — |
| RSUs | 3/1/2022 | 22,509 | — | — | Annual vesting over 4 years from 2/1/2022 | — |
| Stock Options | 9/21/2020 | 122,918 exercisable | $3.24 | — | Standard option term; expires 9/21/2030 | Pre-IPO grant under 2012 plan . |
Equity award timing policy avoids MNPI-related timing; 2024 grants were made March 1, 2024 near the Q4/FY results 8-K with a −1.1% stock move across the disclosure window, indicating no “spring-loading” .
Mix and Design Notes
- 2024 CEO LTI targeted at 2.0x base salary, split 50% options/50% RSUs; peers benchmarked by Meridian .
- Annual bonus metrics emphasize revenue and expense discipline; CEO payout at 98.4% suggests near-target operational execution .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,450,166 shares; 4.0% of outstanding as of 4/17/2025 . |
| Breakdown | 692,733 shares held directly; 216,210 options exercisable within 60 days; 541,223 shares held by The Kevin J. Knopp Irrevocable Trust of 2018 (trustee: John Udelson; Knopp may be deemed a beneficial owner) . |
| Ownership guidelines | CEO required to hold ≥3x base salary; policy adopted Aug 2023 . |
| Hedging/pledging | Prohibited by insider trading policy; no waivers to date . |
| 10b5-1 plans | Permitted under policy; may trade per pre-set parameters when not in possession of MNPI . |
Vesting/selling pressure watch:
- RSUs: annual vests each Feb 1 for 2022/2023/2024 grants (through respective 4-year schedules) .
- Options: 25% cliffs then monthly; 2024 grant monthly vesting began after 2/1/2025; 2023 and 2022 grants on earlier schedules .
- PSUs: potential vesting event Feb 1, 2026 contingent on Q4’25 VWAP targets (could create concentrated liquidity timing) .
Employment Terms
| Term | Without Cause / Good Reason | Change-in-Control (CIC) + Qualifying Termination (within 12 months) |
|---|---|---|
| Cash severance | 12 months base salary continuation . | Lump sum 1x (base salary + target bonus) . |
| Health benefits | Company pays employer portion of COBRA up to 12 months (subject to eligibility) . | Same as left column . |
| Bonus | Pro-rata bonus for year of termination; prior-year earned bonus payable if termination occurs post-year-end and bonus otherwise earned . | Pro-rata bonus for year of termination; prior-year earned bonus payable . |
| Equity acceleration | — | 100% acceleration of stock options and other awards subject solely to time-based vesting (performance-based awards excluded) . |
| Clawback | Subject to Nasdaq/Dodd-Frank compensation recovery policy adopted in 2023 . | |
| Restrictive covenants | Confidentiality, invention assignment, nonsolicitation, and noncompetition agreements in place . |
Interpretation: CIC benefits are double‑trigger (requires CIC + qualifying termination) with time‑based equity acceleration; PSUs remain subject to performance unless otherwise specified .
Board Governance
- Role and independence: Dr. Knopp is CEO and a Director (not Chair). Board Chair is separate from CEO; board believes this structure enhances independent oversight . Board has nine directors, eight independent; Dr. Knopp is the only non‑independent director .
- Class/tenure: Class II Director (since 2012); nominated for reelection at 2025 AGM to a term ending 2028 .
- Committees: CEO typically does not serve on board committees; current committees (all-independent): Audit (Eloi, Crandell, Spoto; Chair Eloi), Compensation (George [Chair], Crandell, Eisenberg), Nominating & Governance (Spoto [Chair], Crandell, Hrusovsky) .
- Attendance: In 2024, each director attended ≥75% of board/committee meetings; Tony Hunt recused in several meetings due to a related party context; majority attended the annual meeting .
- Director pay: Employee directors (including Dr. Knopp) receive no additional compensation for board service .
Compensation Committee, Peer Group, and Say‑on‑Pay Context
- Comp Committee and advisor: Independent members; retained Meridian Compensation Partners in 2024; no conflicts found .
- Peer group (2024 baseline) included life science tools/healthcare/electronic equipment issuers such as Akoya, MaxCyte, Quanterix, etc.; 2025 changes added Blackline Safety, Byrna Technologies, and Genasys; removed Bruker Cellular Analysis, Cutera, NS Wind Down Co. (f/k/a NanoString), and ViewRay . Market‑cap positioning was around the 54th percentile at establishment, 41st percentile on 1‑yr trailing average .
- Risk assessment: Committee concluded pay programs are not reasonably likely to create material adverse risk .
- Say‑on‑pay: Not disclosed in this proxy; final vote results to be filed on Form 8‑K after the 2025 annual meeting .
Related Party Transactions and Red Flags
- Related person transactions: Policy requires Audit Committee approval; no related person transactions >$120,000 since Jan 1, 2024 other than standard compensation and items disclosed .
- Equity award timing: Policyized, pre‑set timing; 2024 options granted proximate to earnings with de minimis stock move (−1.1%), reducing “spring-loading” risk .
- Hedging/pledging: Prohibited; no waivers approved to date .
Performance & Track Record
- 2024 payouts indicate near-target achievement on revenue/opex outcomes (98.4% CEO bonus), suggesting cost/revenue discipline emphasis .
- PSUs incorporate market-based (stock price) hurdles measured by Q4’25 VWAP, directly linking a portion of LTI to shareholder returns .
Equity Ownership & Director Service Summary
| Item | Detail |
|---|---|
| Director since | 2012 . |
| Independence | Not independent (CEO); all other directors independent . |
| Committees | None (CEO); committees are fully independent . |
| Ownership | 4.0% beneficial ownership; mix of direct, in‑the‑money options within 60 days, and a family trust . |
Investment Implications
- Pay-for-performance alignment: Annual cash incentives tied 100% to revenue and opex for the CEO, with near-target payout at 98.4% for 2024; LTI uses a balanced mix of options/RSUs and market‑based PSUs that could vest in early 2026, aligning with TSR but creating a potential event-driven liquidity window .
- Selling pressure windows: Expect stepped RSU vests around Feb 1 annually (2022–2024 grants) and steady option monthly vests; monitor potential PSU vest on Feb 1, 2026 contingent on Q4’25 VWAP, which could prompt programmatic sales under 10b5‑1 plans .
- Retention and change-in-control: Double-trigger CIC with 1x salary+target bonus and acceleration of time‑based equity supports retention through change events while limiting windfalls on performance awards; clawback and no-hedge/pledge policies reduce governance risk .
- Governance quality: Separate Chair/CEO, majority‑independent board/committees, and structured equity grant timing policies are positives for oversight and reduce appearance of opportunistic compensation practices .
- Ownership alignment: 4.0% beneficial stake (including trust holdings) indicates meaningful skin in the game; stock ownership guidelines require 3x salary for the CEO, further reinforcing alignment .