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Get filing alertsKnightscope unveils $123.5M performance pay plan tied to market cap milestones up to $3B
Filed June 8, 2026 · Period ending June 4, 2026 · ~1 min read
Key Changes
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CEO and two EVPs eligible for $123.5M in cash awards if company hits $500M, $1B, $2B, and $3B market cap milestones plus revenue/EBITDA targets over 5 years. CEO's share: $65M; CFO: $35.8M; CIO: $22.8M.
Item 5.02 verify on EDGAR → -
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Company granted 2.3M stock options to three executives vesting 25% annually over four years. CEO received 1.24M options; CFO 710K; Chief Intelligence Officer 355K.
Item 5.02 verify on EDGAR → -
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New employment agreements set CEO base salary at $610,500 and EVP salaries at $440,000 each, with target bonuses equal to 100% of base salary.
Item 5.02 verify on EDGAR → -
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Change-in-control provisions provide 24 months salary, 200% of target bonus, 18 months COBRA, and full equity vesting if executives terminated without cause around a sale.
Item 5.02 verify on EDGAR →
Summary
Knightscope entered new employment agreements with CEO William Li and executive vice presidents that include aggressive market-cap-based performance awards totaling $123.5 million. The awards require the company to achieve four market capitalization milestones ranging from $500 million to $3 billion, measured by both 30-day volume-weighted average price and trailing 6-month average market cap.
Each milestone also requires corresponding revenue and Adjusted EBITDA targets, creating a five-year performance framework that ties executive compensation directly to shareholder value creation. For retail investors, this represents a significant potential dilution of earnings if milestones are achieved, though the structure aligns management incentives with stock price appreciation.
The CEO stands to receive $65 million if all targets are met, while the two EVPs would receive $35.8 million and $22.8 million respectively. The company also granted 2.3 million stock options vesting over four years, adding to potential shareholder dilution. Watch for quarterly updates on progress toward the operational metrics tied to these awards, particularly revenue growth and EBITDA margins. The first milestone at $500 million market cap would require roughly 10x appreciation from current levels, signaling management's confidence in the company's growth trajectory but also highlighting the speculative nature of these awards.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Knightscope entered new employment agreements with CEO and two EVPs featuring market-cap-based performance awards up to $123.5M total.
Added in current filing · verify on EDGAR →
If the Qualifying Termination occurs during the Change in Control Period, the Executive will instead be entitled to receive, subject to his or her execution and non-revocation of a release of claims in favor of the Company: (i) a lump sum cash payment equal to 24 months of the Executive’s base salary; (ii) a lump sum cash payment equal to 200% of the Executive’s Target Bonus, plus any earned but unpaid annual bonus for the fiscal year immediately preceding the year of termination; (iii) up to 18-months of Company-paid COBRA premiums; and (iv) full accelerated vesting of all then-outstanding Company equity awards held by the Executive, with any performance-based awards vesting at the greater of actual performance (if determinable) or target performance.
The agreements provide enhanced severance if executives are terminated without cause or resign for good reason within six months before or 24 months after a change in control. Benefits include 24 months base salary, 200% of target bonus, 18 months COBRA coverage, and full equity vesting with performance awards at target or actual performance.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify