Alasdair MacKinnon
VuzixAbout Alasdair MacKinnon
Alasdair J. MacKinnon joined the Vuzix board on August 5, 2025 and serves as Audit Committee Chair and a member of the Compensation and Nominating & Governance Committees; he signed the company’s October 8, 2025 S-3 as Director, confirming board status . He is a Chartered Accountant (Scotland) and Certified Internal Auditor with a Bachelor of Accountancy from the University of Glasgow, and brings >30 years of international finance, internal audit, and governance experience across the U.S. and Europe . His background includes senior internal audit leadership at Home Properties and Google, and extensive external audit work at Arthur Andersen and PwC, positioning him as a governance-focused financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acclarity | Managing Director | Current (as of Aug 2025) | Led SOX programs, compliance redesigns, operational audits |
| Home Properties | Vice President of Internal Audit | Prior role | Enhanced audit data analytics; advised on IT/risk initiatives; multi-committee engagement |
| Internal Audit leadership | Prior role | Managed global audit teams in payroll, procurement, tax; designed controls to reduce compliance risk | |
| Global Crossing | Leadership roles | Prior role | Finance/audit leadership experience (details summarized) |
| Arthur Andersen; PwC (US/UK) | External Audit | Early career | Extensive external audit across industries |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Acclarity | Managing Director | Not disclosed as public board | Consulting/leadership capacity |
| Other current public company boards | — | None disclosed | No current public board directorships disclosed in Vuzix filings/PR |
Board Governance
- Committee assignments: Audit (Chair), Compensation, and Nominating & Governance as of August 5, 2025 .
- Audit Committee composition/purpose: Vuzix Audit Committee comprises independent, financially literate non-employee directors; responsibilities include auditor selection, financial reporting oversight, internal controls, cybersecurity, and Audit Committee financial expert designation .
- Board independence: Vuzix determined all directors other than the CEO and CFO are independent under SEC/NASDAQ rules; standing committees are comprised solely of independent directors .
- Attendance: In 2024, the board held 10 meetings (2 in-person; 8 teleconference, plus consents), and no director attended fewer than 75% of board or committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Role established in 2022; Edward Kay served as LID until his passing on July 23, 2025 (board responsibilities include presiding over executive sessions, agenda input, and liaison functions) .
- Code of Ethics: Company-wide code of business conduct and ethics applicable to directors posted on investor relations .
Fixed Compensation
Director compensation framework (2024 program applied broadly; MacKinnon-specific 2025 award detail not yet disclosed in proxy):
| Element | Amount/Policy | Notes |
|---|---|---|
| Board Cash Retainer | $60,000 | Directors can elect 0%, 50%, or 100% of cash retainers in RSUs |
| Chair Fees | Lead Independent Director $15,000; Audit Chair $12,000; Other committee chairs $10,000 | Committee chair premiums |
| Equity Grant | $100,000 RSUs (fixed dollar value) | RSUs set by FMV; vest annually one year from grant |
| Ownership Guideline | 3× base cash retainer | Stock ownership policy for directors |
| Annual Compensation Cap | $300,000 (cash + equity) | Reduced from $500,000 in 2021 to $300,000 in 2022 |
Illustrative 2024 director comp outcomes (not MacKinnon; shows mix and RSU policy):
| Director | Fees Paid in Cash ($) | Stock Options ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Timothy Harned | 57,500 | — | 152,500 | 210,000 |
| Edward Kay | 43,500 | 174,000 | 100,000 | 317,500 |
| Paula Whitten‑Doolin | 25,000 | 40,000 | 128,200 | 193,200 |
Performance Compensation
| Compensation Element | Metric/Target | Vesting/Measurement | Notes |
|---|---|---|---|
| Director RSUs | No performance metrics disclosed for directors | Annual vesting 1 year from grant | Equity value set via fixed dollar award; time-based vesting |
Other Directorships & Interlocks
| Company/Entity | Relationship to Vuzix | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No other public board interlocks disclosed for MacKinnon |
Expertise & Qualifications
- Chartered Accountant (Scotland) and Certified Internal Auditor; Bachelor of Accountancy, University of Glasgow .
- Led SOX implementations, regulatory compliance redesigns, and operational audits; strengthened data analytics in audit processes .
- Managed global internal audit teams at Google across high-risk functions (payroll, procurement, tax) and designed controls reducing compliance risk .
- Extensive external audit background (Arthur Andersen, PwC) across manufacturing, distribution, software, and technology industries .
Equity Ownership
| Date | Security | Beneficial Ownership | Form | Notes |
|---|---|---|---|---|
| 08/05/2025 (event date) | Common Stock | 0 shares | Form 3 | Initial statement filed 09/25/2025 |
| Policy | Hedging/Pledging | Prohibited for insiders (including directors) | Insider Trading Policy | Expanded in 2022/2023; no hedging or pledging allowed |
| Director Ownership Guideline | Requirement | 3× cash retainer | Compliance status | Not disclosed for MacKinnon given mid‑2025 appointment |
Insider Trades
| Filing | Date Filed | Transaction Date | Title | Common Stock Owned After | Notes |
|---|---|---|---|---|---|
| Form 3 | 09/25/2025 | 08/05/2025 | Director | 0 | Initial beneficial ownership statement |
Governance Assessment
- Strengths:
- Appointment as Audit Committee Chair adds seasoned internal audit and control expertise to board oversight during a period of change; committees are comprised of independent, financially literate directors under SEC/NASDAQ standards .
- Robust director compensation framework with fixed-dollar RSUs, ownership guidelines (3× retainer), and annual vesting supports alignment and predictability; annual director compensation capped at $300,000 .
- No related party transactions reported since January 1, 2023, reducing conflict risk .
- Comprehensive clawback and hedging/pledging prohibitions strengthen governance and alignment for insiders .
- Board meeting attendance standards maintained in 2024 with all directors above 75% threshold; annual meeting attendance emphasized .
- Watch items / RED FLAGS:
- Company-level “repricing” characterization tied to executive LTIP replacement (cancellation of 5,089,500 underwater options and grant of up to 594,056 RSUs) requires shareholder approval under Nasdaq rules—an investor-sensitive signal around pay practices, even though it pertains to executives rather than directors .
- Transition risk: passing of Lead Independent Director Edward Kay (July 23, 2025) and subsequent committee leadership changes; continuity to be monitored .
- Implications:
- MacKinnon’s audit leadership and controls pedigree should improve investor confidence in financial reporting oversight and risk management .
- The director compensation structure and ownership guideline provide alignment; monitor MacKinnon’s progression toward the 3× retainer ownership guideline over time (not disclosed yet) .
Board Governance (Reference Metrics)
| Item | 2024 Board Activity | Notes |
|---|---|---|
| Board Meetings | 10 total (2 in-person; 8 teleconferences; plus 2 consents) | No director <75% attendance |
| Audit Committee Meetings | 5 | Independent and financially literate members; AC financial expert designated |
| Compensation & Human Capital Committee Meetings | 5 | Independent members |
| Nominating & Governance Committee Meetings | 4 | Independent members |
Notes: MacKinnon’s committee appointments effective August 5, 2025; the above meeting metrics reflect 2024 activity prior to his appointment .