📜 What This Document Is 🗳️

This filing is a Proxy Statement (Form DEF 14A). Think of it as the comprehensive rulebook and invitation for Kopin Corporation's 2026 Annual Meeting of Stockholders. It doesn't contain day-to-day financial results, but rather outlines the crucial governance decisions, the people running the company, and the strategic wins that happened during the last fiscal year.

The meeting is scheduled for Thursday, May 21, 2026, at 10:00 a.m. Eastern Time, held at the offices of Morgan, Lewis & Bockius LLP in Boston, Massachusetts. Stockholders are encouraged to vote by mail, telephone, or Internet, even if they plan to attend the meeting in person.

👉 The headline takeaway is that while the company is undergoing a major reorganization ("One Kopin"), its leadership structure is complex, and the primary focus for shareholders is voting on director elections and approving compensation packages.

🏢 Who Kopin Corporation Is 🌌

Kopin Corporation is a technology company specializing in advanced display and visual solutions. They design, develop, and manufacture sophisticated optical products, primarily for high-stakes fields like defense, military, and industrial applications.

In simple terms, Kopin builds the specialized windows and displays used in next-generation military technology (like thermal weapons sights and specialized headsets). The company's overall strategy, termed "One Kopin," involves restructuring to separate its business development efforts from its core engineering and manufacturing capabilities.

👉 Kopin serves critical, high-tech markets, particularly the U.S. Department of Defense, making its technical proficiency and government contracts key parts of its business model.

🚀 Key Strategic & Business Wins ✨

The filing highlights several major corporate achievements that resulted from the "One Kopin" reorganization strategy in 2025. These are the wins that signal momentum and growth opportunities for the company.

• Major European Partnership: Kopin entered into a strategic investment agreement valued at $15.0 million with Theon International Plc. This is critical because it provides Kopin with a pathway into the European NATO defense market, a region where the company previously had limited presence.
• Pivotal U.S. Defense Award: Kopin secured a transformative award of $15.4 million to revolutionize color MicroLED technology. This funding is vital because it establishes Kopin's leadership in MicroLED technology and solidifies its ability to manufacture full-color microdisplays for U.S. Army Ground Soldier Integrated Visual Augmented Reality systems—a major defense technology.
• Revenue Pipeline Strength: For fiscal year 2025, Kopin received orders totaling approximately $61 million. These orders cover a diverse range of products, including eyepieces for thermal weapon sights, displays for fixed-wing and rotary aircraft, and training headsets.
• Financial Financing: The company also closed a securities purchase agreement for a private investment in public equity financing, raising gross proceeds of approximately $41.0 million.

👉 These combined achievements—securing massive awards and contracts, and opening new international markets—are framed by management as evidence that the "One Kopin" reorganization is successfully driving the company toward its next phase of growth.

💰 Executive Compensation Philosophy and Awards 💵

This section details how the company rewards its leaders. Kopin’s compensation philosophy is centered on aligning the financial interests of its executives (NEOs) with those of the stockholders. The goal is to reward performance rather than just tenure.

• Focus on Performance: The company emphasizes a "pay-for-performance" approach. This means a significant portion of pay is tied to achieving specific milestones in revenue, cash flow, and operational metrics, rather than just having a high base salary.
• Incentivizing the Future: Executives are compensated using a mix of base salaries, performance bonuses, and long-term equity-based awards (like restricted stock and options). These stock grants are designed to keep leaders invested in the company's long-term success.
• Key Award Examples:
  • Michael Murray received a grant of 1,200,000 restricted shares on June 28, 2024. These shares are linked to highly specific corporate goals for 2026, including a minimum target revenue of $65 million and an operating profit of 6%, and require his continued employment through December 31, 2026.
  • Paul Baker was granted 100,000 restricted stock shares, with vesting scheduled across three years: 34% on April 23, 2026, 33% on April 23, 2027, and 33% on April 23, 2028.

👉 The detailed structure of these grants, which often include "double trigger clauses," is a common practice designed to ensure executives are highly motivated to remain with the company and help it achieve ambitious growth targets.

🗳️ Voting on Directors and Governance Rules 🏛️

This section details the procedures for the Annual Meeting, particularly how directors are elected and how governance proposals will be handled.

• The Proposals: Stockholders are asked to consider four main items:
  1. Electing Five Directors: Choosing five directors to serve until the 2027 Annual Meeting.
  2. Amending the Equity Incentive Plan: Approving changes to the company's foundational compensation plan.
  3. Ratifying the Auditor: Approving BDO USA, P.C., as the independent accounting firm for the current fiscal year ending December 26, 2026.
  4. Advisory Say-on-Pay: Approving, on an advisory basis, the compensation of named executive officers for the fiscal year ended December 27, 2025.
• Election Standard: For director elections, Kopin uses a "majority voting standard" for uncontested elections. This means a director must receive an affirmative vote from a majority of all votes cast—not just a majority of those who voted.
• The Board's Structure: The Board currently consists of five members. Key committees include:
  • Audit Committee: Led by Paul V. Walsh, Jr. (who is noted as an "audit committee financial expert").
  • Compensation Committee: Co-chaired by Margaret Seif, and comprising three independent directors.
  • Nominating and Corporate Governance Committee: Co-chaired by Margaret Seif.

👉 The board emphasizes that it follows strict governance rules, including required charters and an annual review of risks, to ensure proper oversight and independence.

🤵 Leadership and Governance Expertise 🌐

The Board and senior management have extensive backgrounds in highly regulated industries, particularly defense technology and semiconductors. This depth of experience is key to the company's operations.

• Michael Murray, CEO & Director: Mr. Murray, who joined in September 2022, previously worked with defense ministries and governments. His experience includes being the President of the Cyber businesses at Ultra Electronics Group and leading the Industrial Sensing business unit at Analog Devices.
• Paul Baker, COO: Mr. Baker brings over a decade of experience in business development and sales, including roles at ZINK Imaging Co.
• Erich Manz, CFO (New Appointment): Mr. Manz assumed the CFO role on September 2, 2025. He previously served as the Business Unit CFO for Allegro MicroSystems, a global semiconductor company.
• Board Independence: The Board has affirmatively determined that the majority of current members (Jill J. Avery, Margaret Seif, David Nieuwsma, and Paul V. Walsh, Jr.) are independent directors according to applicable Nasdaq Rules.

👉 The leadership team is specialized, mixing deep expertise in defense/industrial applications (Murray, Nieuwsma) with deep financial and governance expertise (Manz, Walsh, Avery).

⚠️ Corporate Compliance and Disclosure Notices 📜

The filing also included important disclosures about compliance, which need to be noted.

• Late Form 4 Filings: The company disclosed that two officers filed Form 4 (transaction reports) late:
  • On October 23, 2025, Mr. Manz filed a Form 4 for his initial grant of 400,000 shares, which was late due to delays in obtaining his EDGAR filing codes.
  • On January 8, 2026, Mr. Murray and Mr. Baker both filed Forms 4 late, concerning restricted stock units and options granted on January 5, 2026, due to "administrative oversight."
• Related Party Transactions: The Audit Committee is tasked with reviewing any transactions involving the company or its directors/executives where the amount exceeds $120,000 and a related party has a material interest, ensuring no conflicts of interest.

👉 These notices are required disclosures that confirm internal controls and compliance processes are in place, even if minor reporting delays occurred.

🔑 Key Dates and Contact Information 📞

For stockholders looking to vote or get more details, here are the critical dates and contact details.

• Record Date: The close of business on Thursday, March 26, 2026. Stockholders must be record holders by this date to vote at the Meeting.
• Proxy Mailing Date: The enclosed proxy statement is being mailed on or about April 20, 2026.
• Online/Phone Voting Deadline: Voting facilities will close at 11:59 p.m. Eastern Time on Wednesday, May 20, 2026.
• Corporate Headquarters: 125 North Drive, Westborough, Massachusetts 01581.
• Investor Relations Website: www.kopin.com.

🧠 The Analogy 🏆

Voting at a proxy meeting is like voting to renew the membership committee for a prestigious club. You are not voting on the club's daily activities, but rather electing the board members (directors) and approving the rules (compensation plans) that will govern the club's future. Kopin is effectively asking you, the stockholder, to vote on who gets to make the rules and who gets paid to lead the club's next chapter of growth.

🧩 Final Takeaway 💡

Kopin is in a clear phase of strategic transformation ("One Kopin"), marked by securing significant defense and international partnerships. However, investors must carefully review the governance materials to understand the high compensation stakes and the complex board structure before casting votes.