Kevin Mills
SOCKET MOBILEAbout Kevin Mills
Kevin Mills is President, Chief Executive Officer, and a management director of Socket Mobile (SCKT). He was appointed CEO and director in March 2000, previously serving as COO (1998–2000), VP Operations, and VP Engineering; prior to SCKT, he was Director of Operations at Logitech from 1987–1993. Mills holds a B.E. in Electronic Engineering (Honors) from the University of Limerick, Ireland; age 64 as of the April 4, 2025 record date . Executive variable compensation is tied to annual revenue attainment and EBITDA versus Board-approved plan; the company reported net income (loss) of ($2.24M) in 2024, ($1.92M) in 2023, and $86,931 in 2022, with TSR values implying a $100 investment was $32.60 (2024), $28.43 (2023), $47.30 (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Socket Mobile | President & CEO; Director | 2000–present | Leads strategy and operations for data capture hardware/software; long-tenured operator . |
| Socket Mobile | Chief Operating Officer | 1998–2000 | Oversaw operations before promotion to CEO . |
| Socket Mobile | VP Operations; VP Engineering | 1993–1998 | Led operations and engineering functions . |
| Logitech, Inc. | Director of Operations | 1987–1993 | Operations leadership at computer peripherals company . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed | — | — |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $294,375 | $300,000 | $307,500; increased to $312,000 effective 7/1/2024 |
| Target Bonus ($) | $120,000 | $150,000 | $156,000 |
| Bonus Payout ($) | $49,946 | $0 | $15,600 |
| Bonus Attainment (%) | 41.6% | 0% | 10% |
Performance Compensation
Incentive Framework
| Component | Metric | Measurement | Payout Basis | Notes |
|---|---|---|---|---|
| Annual Variable Incentive | Revenue attainment | Actual vs annual plan | Portion of EBITDA profits earned | CEO target set at median of peer survey; payouts linked to revenue and EBITDA . |
| Annual Variable Incentive | EBITDA | Actual vs annual plan | Portion of EBITDA profits earned | Performance-based, reviewed by Compensation Committee . |
| Equity – RSAs | Time-vested | 15%/20%/25%/40% over 4 years | Fixed share value on vest | Aligns interests; 4-year vest schedule . |
| Equity – Options | Time-vested | 1/48th monthly over 48 months | Intrinsic value only | 10-year term; exercise at grant-date FMV . |
CEO Equity Grants – Restricted Stock Awards (RSAs)
| Grant Date | Shares (#) | Fair Value ($/share) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 2/1/2024 | 30,000 | $0.99 | $29,700 | 15%/20%/25%/40% over 4 years . |
| 2/1/2023 | 29,767 | $2.15 | $64,000 | 15%/20%/25%/40% over 4 years . |
| 5/3/2022 (Performance RSAs) | 30,000 (unearned shares) | n/a | n/a | Vests upon specified performance goals . |
CEO Equity Grants – Stock Options
| Grant Date | Securities Underlying Options (#) | Exercise Price ($/share) | Grant-Date Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| 6/25/2024 (Option Exchange Replacement) | 157,000 | $1.12 | $122,946 | 1/48 monthly over 48 months | 6/25/2034 |
Option Exchange Program: Approved May 2024; participants exchanged “underwater” options one-for-one for new options at current market price with new 4-year vesting and full 10-year term; designed to mitigate selling pressure and restore retention value .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned (#) | Ownership (%) | Components/Footnotes |
|---|---|---|---|
| 3/22/2024 | 895,403 | 10.9% | Includes 157,200 options exercisable within 60 days and 492,996 shares issuable upon conversion of notes (3). |
| 4/4/2025 | 711,465 | 8.4% | Includes 36,025 options exercisable within 60 days and 492,996 shares issuable upon conversion of notes (4). |
CEO Outstanding Options (12/31/2024)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 19,650 | 137,550 | $1.12 | 6/25/2034 |
| — | — | — | — |
CEO Outstanding RSAs (12/31/2024)
| Grant Date | Not Vested (#) | Market Value of Not Vested ($) | Performance RSAs Not Vested (#) | Performance RSAs Value ($) |
|---|---|---|---|---|
| 2/1/2021 | 10,000 | $13,300 | — | — |
| 2/1/2022 | 11,115 | $14,783 | — | — |
| 5/3/2022 | — | — | 30,000 | $39,900 |
| 2/21/2023 | 25,302 | $33,652 | — | — |
| 3/15/2024 | 30,000 | $39,900 | — | — |
Notes:
- Market values use $1.33 closing price as of 12/31/2024 .
- Company prohibits loans to officers; insider trading policy in place; no pledging or hedging disclosures noted for Mills .
Insider Exercises and Selling Pressure
- Mills exercised 93,129 options in 2023, realizing a loss of $(28,553), indicating potential monetization constraints when options are “underwater” .
- The 2024 option exchange aimed to reduce abnormal trading volumes from expiring “underwater” options and re-establish incentive value, a retention-focused move with neutral incremental ASC 718 expense for directors, and lower fair value for replacement options for executives .
Employment Terms
- Employment Agreement extended to March 31, 2026 (previous October 1, 2020 agreement replaced) .
- At-will employment with defined termination scenarios; severance includes:
- Lump-sum “Service Benefit” equal to six months of base salary upon involuntary termination without cause (subject to release) .
- COBRA premiums for up to six months post-termination .
- Extended option exercise window up to 24 months post-termination; long-tenured employees (10+ years) may exercise vested options until original expiration .
- Pro rata vesting of restricted stock based on quarters worked in vesting year at termination; remaining unvested forfeited .
- Change-in-Control: a payment equal to 1% of transaction consideration if per-share price is ≥ $5.00, plus severance as above; single-trigger vesting if awards are not assumed/substituted .
CEO Severance Illustrative Amounts
| Scenario | Base Salary Continuation ($) | Stock Options | Healthcare Benefits | Other Perquisites |
|---|---|---|---|---|
| For Good Reason | $156,000 | See extended exercise rights | As applicable | None |
| Involuntary Without Cause | $156,000 | See extended exercise rights | As applicable | None |
Notes:
- No tax gross-ups; no executive perquisites .
- 1998 plan provides up to 10% of sale consideration as a bonus pool to executives and other employees at Board’s discretion .
Board Governance
- Board Service: Director since 2000; management director (non-independent); CEO since March 2000 .
- Independence: Mills and CFO Lynn Zhao are not independent; majority of the Board and all committee members are independent under Nasdaq standards .
- Committees: Audit, Compensation, Nominating comprised solely of independent directors; Mills does not serve on Board committees .
- Chair Structure: Independent Chairman (Charlie Bass); Board regularly holds independent sessions without management at all meetings; five Board meetings held in 2024; each director attended at least 75% of meetings .
- Director Compensation: Non-employee directors receive $8,000 per regular Board meeting; Mills is an employee director—no separate director fees disclosed for him .
Compensation & Ownership Tables
CEO Summary Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $294,375 | $300,000 | $307,500 |
| Option & Restricted Stock Awards ($) | $120,900 | $64,000 | $29,700 (RSAs) |
| Options Awards ($) | — | — | $122,946 |
| Non-Equity Incentive ($) | $49,946 | $0 | $15,600 |
| Total ($) | $465,221 | $364,000 | $475,746 |
Pay vs Performance Indicators
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($) | $86,931 | ($1,919,154) | ($2,242,350) |
| TSR: Value of $100 Investment | $47.30 | $28.43 | $32.60 |
| CEO Compensation Actually Paid ($) | $187,806 | $275,950 | $409,677 |
Related Party and Signals
- Convertible Notes: Mills purchased $500,000 of 10% secured subordinated convertible notes (maturing 5/26/2026, convertible at $1.34/share, senior-secured/subordinated to bank debt), alongside Chairman Bass ($1,000,000) and Director Parnell ($100,000) . Additional 2024 notes were purchased by Bass ($525,000) and Parnell ($100,000) at $0.9515/share conversion, 10% interest (maturing 8/21/2027) .
- Family Employment: Son, Enrico Mills, serves as General Manager of Applications; received salary and RSAs in 2023–2024; current annual base salary $166,950 .
Employment & Contracts – Additional Terms
- Extended option exercise windows and long-tenure provisions reduce forced selling during transitions; coupled with the option exchange, these policies indicate a strong emphasis on retention and alignment .
- No clawback disclosures specific to executives were identified beyond Code of Conduct and committee oversight .
Investment Implications
- Pay-for-performance alignment exists in design (revenue and EBITDA-linked variable pay), but actual payouts were minimal in 2023–2024 (0% and 10%) amid net losses, while equity grants continued—suggesting tighter linkage to profitability will be necessary to drive cash incentives and bolster alignment .
- The 2024 option exchange reduced exercise prices and re-set vesting, enhancing retention but increasing potential dilution upon stock recovery; watch for subsequent insider exercises and vesting overhang (options and RSAs laddered through 2028) .
- Governance structure mitigates CEO-chair concentration risk (independent Chair, independent committees), but dual management directors (CEO and CFO) may temper independence optics; independent director executive sessions at all meetings offset this risk .
- Insider financing: CEO’s personal participation in 10% convertible notes could signal confidence and alignment, but also presents related-party optics and potential conflicts in capital structure decisions; conversion rights materially affect beneficial ownership tallies (3) (4).
- Severance and CoC terms are modest (six months base, 1% CoC payout with price floor), limiting parachute risk; absence of gross-ups and perquisites is shareholder-friendly .