Damon Terrill
About Damon Terrill
Damon Terrill is General Counsel and Chief Compliance Officer at Alpha Teknova (TKNO), serving since August 2020; he is 55 years old . He holds a BA in Political Science (University of Iowa), an MA in International Affairs (American University), and a JD from NYU School of Law; he is admitted in NY, DC, and IA . Prior roles include senior legal leadership positions at Rockwell Collins (Collins Aerospace/RTX), Integrated DNA Technologies (Danaher), the U.S. Department of State, and Clifford Chance . Company fundamentals during his tenure show revenues of $37.745M in FY2024 vs $36.684M in FY2023 and $41.420M in FY2022 * , with EBITDA improving from -$24.139M in FY2023 to -$18.168M in FY2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rockwell Collins (Collins Aerospace/RTX) | General Counsel, Avionics segment | Feb 2019–Aug 2020 | Led legal/compliance for Avionics; supported commercial and regulatory matters . |
| Rockwell Collins | OGC Lead, Interior Systems | Mar 2016–Nov 2018 | Segment lead; advised on operations, transactions, compliance . |
| Rockwell Collins | OGC Lead, Commercial Systems | Mar 2014–Mar 2016 | Segment lead; supported product and commercial activities . |
| Integrated DNA Technologies (Danaher) | SVP & General Counsel, International & Capital Markets | Jan 2006–Dec 2013 | Oversaw international legal/capital markets; supported growth and transactions . |
| U.S. Department of State | Attorney-Adviser | 2002–2005 | Advised on international legal matters . |
| Clifford Chance LLP | Associate | 1999–2002 | Corporate/finance legal practice . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company board roles disclosed in filings . |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 418,900 | — | 15,603 | Base salary unchanged vs 2023 ; all other compensation breakdown below. |
| 2023 | 418,900 | — | 15,325 | Base salary unchanged vs 2022 per committee decision . |
| Year | 401(k) Match ($) | HSA Contribution ($) | Telephone Reimbursement ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 13,500 | 1,923 | 125 | 15,548 |
| 2023 | 13,200 | 2,000 | 125 | 15,325 |
Perquisites/personal benefits: None subject to disclosure in 2024 or 2023 .
Performance Compensation
Annual Incentive Bonus Plan (Cash Bonus Plan) structure for 2024:
- Target bonus: 40% of base salary for non-CEO NEOs (including Terrill)
- Company performance metrics: Revenue (60% weight) and Adjusted EBITDA (40% weight)
- Payout curve: Thresholds 50%–150% of target per metric; max payout per metric 150%
- Result: Company performance deemed achieved at 81.40% of target for 2024
| Metric | Weighting | Target | Actual | Payout (% of Target) | 2024 Bonus ($) |
|---|---|---|---|---|---|
| Revenue | 60% | Not disclosed | Not disclosed | Included in 81.40% overall | — |
| Adjusted EBITDA | 40% | Not disclosed | Not disclosed | Included in 81.40% overall | — |
| Overall | 100% | — | — | 81.40% | 136,395 |
Equity awards:
- 2023 grants: Stock options (28,000 shares) and RSUs (14,000 shares) to each non-CEO NEO, vesting over 4 years (RSUs: 25% annually) .
- Long-term equity approach emphasizes alignment via options/RSUs; no special perquisites disclosed .
Equity Ownership & Alignment
Beneficial ownership as of April 22, 2025:
- Terrill: 301,473 shares beneficially owned; less than 1% of shares outstanding (53,440,810) .
- Directly held: 30,527 shares .
- Acquirable within 60 days: 270,946 shares (options/RSUs) .
Anti-hedging/pledging:
- Company policy prohibits short sales, options, hedging, margin accounts, and pledging of company securities for all insiders, including executives .
Participation in capital raises (alignment signal):
- Participated in Sept 2023 PIPE private placement alongside CEO/CFO and controlling shareholder; aggregate insider purchases totaled 9,054,052 shares at $1.85 per share .
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Vesting Commencement | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of RSUs ($) |
|---|---|---|---|---|---|---|---|
| 8/31/2020 | 8/31/2020 | 174,337 | — | 0.8368 | 8/31/2030 | — | — |
| 2/15/2022 | 2/15/2022 | 42,500 | 17,500 | 15.09 | 2/15/2032 | — | — |
| 11/15/2022 | 11/15/2022 | 15,625 | 14,375 | 5.36 | 11/15/2032 | — | — |
| 2/27/2023 | 2/27/2023 | 12,833 | 15,167 | 5.41 | 2/27/2033 | 10,500 | 87,675 (at $8.35 close) |
| RSU Grant | 2/27/2023 | — | — | — | — | 14,000 total RSUs granted (25% vest annually) | — |
RSU vesting cadence:
- 25% on each anniversary of 2/27/2023; remaining tranches expected on 2/27/2025, 2/27/2026, and 2/27/2027 (10,500 units unvested as of 12/31/2024) .
Stock ownership guidelines:
- Not disclosed for executives; no compliance status referenced .
Rule 10b5-1 plans:
- Executives may utilize Rule 10b5-1 trading plans subject to policy and absence of MNPI .
Employment Terms
Offer letter:
- Date: August 18, 2020; initial role General Counsel & Chief Administrative Officer (later General Counsel & Chief Compliance Officer) .
- Initial base salary: $225,000 .
- Initial stock option: 93,000 shares; vesting 25% after one year, remainder monthly over 36 months; change-of-control acceleration if acquirer does not assume/continue, or upon qualifying termination within 12 months post-CoC (release required) .
Executive Severance and Change in Control Plan (company-wide):
| Scenario | Cash Severance | Bonus | Equity Vesting | COBRA |
|---|---|---|---|---|
| Termination without cause / for good reason (non-CoC) | 9 months base salary | CEO only: pro-rated target (not applicable to Terrill) | — | COBRA premium reimbursement up to 9 months |
| Termination without cause / for good reason within 3 months pre- or 12 months post-CoC (double-trigger) | 100% of base salary (Terrill) | 100% of target bonus | Full vesting of all outstanding equity (performance deemed at 100% of target) | COBRA premium reimbursement up to 12 months |
| 409A/280G treatment | Payments may be reduced to avoid 4999 excise or to maximize after-tax benefits; no tax gross-ups . | — | — | — |
Key definitions and protections:
- “Cause,” “Good Reason,” and “Change in Control” defined per plan; good reason includes material reduction in title/compensation, relocation >50 miles, or material breach by company, with notice/cure requirements .
Performance & Company Fundamentals During Tenure
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 36,893,000 * | 41,420,000 * | 36,684,000 * | 37,745,000 * |
| EBITDA ($) | -9,125,000* | -25,693,000* | -24,139,000* | -18,168,000* |
Values retrieved from S&P Global. Notes:
- 2024 Cash Bonus Plan was based on revenue and Adjusted EBITDA; payout at 81.40% of target , resulting in Terrill’s bonus of $136,395 .
Compensation Committee & Governance
- Compensation Committee retained AON in 2024 for competitive benchmarking; 2024 base salaries unchanged from 2023 .
- Audit Committee oversight disclosed; independence communications with auditor documented .
- Related party transactions and capital raises disclosed; insider participation including Terrill in Sept 2023 PIPE .
- Prohibitions on hedging and pledging; Rule 10b5-1 plan usage policy disclosed .
Investment Implications
- Alignment: Terrill has meaningful equity exposure via options and RSUs (270,946 acquirable within 60 days; 10,500 RSUs unvested with defined vest dates), plus direct participation in the Sept 2023 PIPE—positive incentive alignment and insider confidence signal .
- Retention risk: Severance Plan provides 9 months salary for non-CoC terminations and robust double-trigger CoC protection (100% salary and target bonus plus full equity vesting), reducing voluntary departure risk but increasing potential CoC transaction costs .
- Selling pressure: RSU vesting schedule implies potential periodic sales around vest dates (remaining tranches on 2/27/2025, 2/27/2026, 2/27/2027), subject to trading windows/10b5-1 plans and policy constraints .
- Pay-for-performance: Cash bonus structure tied 60% to revenue and 40% to Adjusted EBITDA; 2024 payout at 81.40% of target indicates moderate achievement amid improving EBITDA trajectory, aligning incentives toward profitable growth .
- Red flags: No hedging/pledging allowed (reduces misalignment risk) ; 280G cut-back (no tax gross-ups) mitigates shareholder-unfriendly parachute risk . No discretionary perquisites disclosed .