Not independent
Tenure on this board
13.4 yrs
4 nominees · 3 ballot items.
Elect four directors to the Board; ratify BPM LLP as the independent registered public accounting firm for 2026; and approve the second amendment to the 2022 Equity Incentive Plan to add 10,000,000 shares to the plan reserve.
Election of four director nominees — William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie — each to serve until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the Second Amendment to the Knightscope, Inc. 2022 Equity Incentive Plan to increase the number of shares of Class A Common Stock available for issuance under the plan by 10,000,000 shares.
This management proposal asks shareholders to approve the Second Amendment to the Company’s 2022 Equity Incentive Plan to add 10,000,000 shares of Class A Common Stock to the plan’s share reserve. Management frames the request as necessary to continue to attract, motivate, retain and align a rapidly growing workforce—citing growth from roughly 80 employees in 2025 to approximately 430 employees by mid‑2026—and to remain competitive in Silicon Valley and in industries competing for technical and security talent. The filing explains the mechanics of the amendment, noting it increases the Fixed Share Reserve to 12,100,000 shares (including prior amendments and evergreen annual increases) and that the Company would register the additional shares on Form S‑8 if approved. The proposal highlights that without the increase the Company may need to shift to higher cash compensation, which management contends would reduce long‑term alignment with stockholders and impair recruitment and retention. The amendment interacts with existing plan features—such as the evergreen provision, limits on non‑employee director compensation, treatment of forfeited shares, and change‑of‑control provisions—so approval increases the potential dilution umbrella under which future equity grants would be made; the proxy also discloses current equity holdings and outstanding awards for named executives and other participants, which enables shareholders to assess potential concentration of awards. The board recommends a FOR vote, arguing the incremental shares are essential for recruiting and retention and consistent with prior practices; however, shareholders should weigh the dilutionary impact of 10 million additional shares (relative to ~19.9 million Class A shares outstanding as of the record date) against the benefits of incentivizing growth and limiting cash outlays. The filing also notes the Company’s Inducement Plan reserve for new hires and describes post‑approval registration and administrative mechanics, indicating the company intends to use a combination of grant types (options, RSUs, performance awards) and to manage the plan under the Compensation Committee’s discretion. Investors assessing the merits should consider the size of the requested increase relative to current capitalization, historical grant practices and insider awards disclosed in the proxy, the potential impact on EPS and voting power, and the governance features (no repricing without shareholder approval, recoupment provisions, and board/committee administration) that moderate dilution risk.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.30% | 542,673 | $1M |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.56% | 131,402 | $278K |
| 3 | UBS Group AG | 0.51% | 119,596 | $252K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.40% | 95,643 | $202K |
| 5 | AlphaCentric Advisors LLC | 0.32% | 75,000 | $158K |
| 6 | UBS Group AG | 0.22% | 51,941 | $110K |
| 7 | BlackRock, Inc. | 0.21% | 49,371 | $104K |
| 8 | HRT FINANCIAL LP | 0.20% | 46,407 | $98K |
| 9 | STATE STREET CORP | 0.17% | 41,260 | $87K |
| 10 | NORTHERN TRUST CORP | 0.17% | 39,887 | $84K |
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