UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Kopin Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

KOPIN CORPORATION

125 North Drive, Westborough, Massachusetts 01581

April 13, 202021, 2022

To Our Stockholders:

You are cordially invited to attend the 20202022 Annual Meeting of Stockholders of KOPIN CORPORATION, to be held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110 at 9:00 a.m. on Wednesday,Thursday, May 20, 2020, at the offices of Kopin Corporation, 125 North Drive, Westborough, Massachusetts 0158126, 2022 (the “Meeting”).

The Notice of Meeting and the Proxy Statement that follow describe the business to be considered and acted upon by the stockholders at the Meeting. Our Annual Report on Form10-K for the fiscal year ended December 28, 201925, 2021, is also enclosed for your information. The enclosed proxy statement is being mailed to those stockholders on or about April 13, 2020.21, 2022.

Our Board of Directors encourages your participation in Kopin Corporation’s electoral process and, to that end, solicits your proxy with respect to the matters described in the Notice of Meeting and the Proxy Statement. You may submit your proxy by completing, dating and signing the enclosed Proxy Card and returning it promptly in the enclosed envelope. You may also vote by telephone or by the Internet, as described in the Proxy Statement. You are urged to vote by mail, telephone or Internet even if you plan to attend the Meeting.

Sincerely,

JOHN C.C. FAN Chairman

KOPIN CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Wednesday,Thursday, May 20, 202026, 2022

Notice is hereby given that the 20202022 Annual Meeting (the “Meeting”) of Stockholders of Kopin Corporation (the “Company”) will be held at the offices of Kopin Corporation, 125 North Drive, Westborough,Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 01581,02110, on Wednesday,Thursday, May 20, 2020,26, 2022, at 9:00 a.m., local time, to consider and act upon the following matters:

Stockholders of record at the close of business on Tuesday, March 31, 2020,Friday, April 8, 2022, the record date for the Meeting, are entitled to notice of and to vote at the Meeting and any adjournments thereof. The enclosed proxy statement is being mailed to those stockholders on or about April 13, 2020.21, 2022. All stockholders are cordially invited to attend the Meeting.

By Order of the Board of Directors

JOHN C.C. FAN Chairman

Westborough, Massachusetts

April 13, 202021, 2022

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, AND PROMPTLY RETURN IT IN THE PREADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. ALTERNATIVELY, YOU MAY VOTE BY TELEPHONE OR THE INTERNET AS DESCRIBED IN THE PROXY STATEMENT. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW ANY PROXY PREVIOUSLY GIVEN BY YOU AND YOU MAY VOTE YOUR SHARES IN PERSON AT THE MEETING.

KOPIN CORPORATION

125 North Drive

Westborough, Massachusetts 01581

PROXY STATEMENT

Important Notice Regarding Internet Availability of Proxy Materials for the Stockholders Meeting to be Held at the Offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110 on Wednesday,Thursday, May 20, 2020.26, 2022, at 9:00 a.m. The Proxy Statement and our 20192021 Annual Report to Stockholders are also available on our website at www.kopin.com/proxy.

This proxy statement and the accompanying proxy card are being furnished in connection with the solicitation by the Board of Directors (the “Board”) of Kopin Corporation (the “Company”) for use at the 20202022 Annual Meeting of Stockholders (the “Meeting”) to be held at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston, Massachusetts 02110 on Wednesday,Thursday, May 20, 2020,26, 2022, at 9:00 a.m., and at any adjournments, continuations or postponements thereof. This proxy statement, the accompanying proxy card and our Annual Report for the fiscal year ended December 28, 2019,25, 2021, are being first mailed to stockholders on or about April 13, 2020. The Meeting21, 2022. Stockholders will be heldasked to consider and act upon the following matters at the offices of Kopin Corporation, 125 North Drive, Westborough, Massachusetts 01581 on Wednesday, May 20, 2020, at 9:00 a.m.Meeting:

All solicitation expenses, including costs of preparing, assembling and mailing proxy materials, will be borne by the Company. It is expected that solicitations will be made primarily by mail, but our directors, officers and other employees also may solicit proxies by telephone and in person, without additional compensation. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for proxy materials to be sent to their principals, and we will reimburse such persons for their reasonable expenses in so doing.

The close of business on Tuesday, March 31, 2020,Friday, April 8, 2022, has been established as the record date for determining the stockholders entitled to notice of and to vote at the Meeting and at any adjournments thereof. As of the record date, there were 84,914,04091,891,855 shares of our common stock issued and outstanding and entitled to vote. Holders of shares of our common stock are entitled to one vote for each share owned as of the record date on all matters to come before the Meeting and any adjournments thereof. The presence in person or by proxy of holders of a majority of the issued and outstanding shares of our common stock entitled to vote at the Meeting constitutes a quorum for the transaction of business at the Meeting.

Stockholders may vote by completing the enclosed proxy card and mailing it in the envelope provided, by using the toll-free telephone number provided on the proxy card, over the Internet or in person at the Meeting. The Internet and telephone voting facilities for stockholders of record will close at 11:59 p.m. Eastern Time on Tuesday,Wednesday, May 19, 2020,25, 2022, the day before the Meeting. Any proxy submitted prior to the Meeting may be revoked at any time before it is voted by written notice of revocation received by the Secretary of the Company

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prior to the Meeting, by delivering a later dated proxy in accordance with the instructions on the enclosed proxy, by voting in person at the Meeting or by revoking a written proxy by request in person at the Meeting. If the proxy submitted is not so revoked, the shares represented by such proxy will be voted in accordance with the instructions contained therein. If no choice is specified for one or more proposals in a proxy submitted by or on behalf of a stockholder, the shares represented by such proxy will be voted in favor of such proposals and in the discretion of the named proxies with respect to any other proposals that may properly come before the Meeting.

For Proposal 1, our Sixth Amended and RestatedBy-laws (the“By-laws”) provide a majority voting standard for election of directors in uncontested elections. Each director will be elected by the affirmative vote of a majority of the votes cast, meaning that the number of votes cast “FOR” a director nominee exceeds 50% of the number of “AGAINST” votes cast with respect to that director’s election. Brokernon-votes and abstentions will have no effect on the outcome of the vote for Proposal 1. Pursuant to ourBy-laws, each person who is nominated to stand for election as director must tender an irrevocable and executed letter of resignation in advance of the meeting for the election of directors. If an incumbent director nominee is not elected in an uncontested election and no successor has been elected at such meeting, the director must promptly tender his or her resignation to the Board.

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Corporate Governance Matters

Our Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table lists each of our current directors and provides membership information for each of the committees:

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committees and the SEC and Internal Revenue Service standards for compensation committee members. Our Board’s independence determinations included reviewing the following transactions and relationships:

Dr. Hsieh is a director of a company, KoBrite Corp. (“KoBrite”), in which Kopin owns a minority interest. Dr. Hsieh is also a director of Bright LED, which is the majority owner of KoBrite. Mr. Brook, one of our directors, iswas a partner of the patent law firm of Hamilton, Brook, Smith & Reynolds P.C., in 2021, which is our patent counsel. During fiscal year 2019,2021, we paid Hamilton, Brook, Smith & Reynolds P.C. fees for legal services of approximately $531,638.$103,000. In 2022, Mr. Brook retired from Hamilton, Brook, Smith & Reynolds P.C.

Our Board noted that the fees paid to Hamilton, Brook, Smith & Reynolds P.C. were less than 5% of the firm’s revenue for the fiscal year 2019.2021. Our Board determined that, because of the nature of the director’s relationship with the entity and/or the amount involved, the relationship did not impair the director’s independence.

Nomination and Election of Directors

When seeking candidates for director, the Nominating and Corporate Governance Committee (the “Nominating Committee”) may solicit suggestions from incumbent directors, management or others. After conducting an initial evaluation of a candidate, the Nominating Committee will interview that candidate if it

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Stockholder Proposals

The Nominating Committee will consider candidates for director suggested by stockholders by considering the foregoing criteria and the additional information referred to below. Stockholders wishing to suggest a candidate for director should write to Kopin Corporation, c/o Investor Relations, 125 North Drive, Westborough, MA 01581, and include the following:

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Stockholder Communications with the Board

The Board has established a process for stockholders to send communications to our Board or any individual director. Stockholders may send written communications to the Board or any director to Kopin Corporation, Board of Directors, c/o Chief Financial Officer, 125 North Drive, Westborough, MA 01581.

Related Transactions

The Audit Committee reviews and approves certain transactions or relationships involving Kopin and its directors, executive officers and their affiliates. Kopin has adopted policies and procedures that apply to any transaction or series of transactions in which Kopin, or a subsidiary, is a participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. In reviewing a transaction or relationship, the Audit Committee will take into account, among other factors it deems appropriate, the nature and terms of the transaction, the dollar value of the transaction, the business reasons for the transaction, whether it is on terms no more favorable than to an unaffiliated third party under similar circumstances, as well as the extent of the related party’s interest in the transaction. Our Code of Business Conduct and Ethics for Employees, Executive Officers and Directors prohibits any transaction or relationship that would create a conflict of interest, unless approved by the Board. Conflicts of interests are to be reported to the applicable employees’ immediate supervisor or our Chief Financial Officer.

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PROPOSAL 1

ELECTION OF DIRECTORS

OurBy-laws provide that the Board shall consist of not less than three nor more than 13 directors. The Board has fixedAt the Meeting, proxies cannot be voted for a greater number of directors at seven.individuals than the six nominees named in this Proxy Statement. Unless authority is withheld, it is the intention of the persons voting under the enclosed proxy to vote such proxy in favor of the election of each of the nominees to serve as director until the 20212023 Annual Meeting of Stockholders and until their respective successors are elected and qualified. If any nominee is unavailable or unwilling to serve, such votes will be cast by the proxies either for a substitute nominee selected by the proxies or to fix the number of directors at a lesser number. Our Board currently has no reason to expect that any of the nominees will be unavailable or unwilling to serve. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

Vote Required for Election

The election of directors requires a majority voting standard for election of directors in uncontested elections. Each director will be elected by the affirmative vote of a majority of the votes cast, meaning that the number of votes cast “FOR” a director nominee exceeds 50% of the number of votes cast with respect to that director’s election. Any“non-votes” and abstentions from voting received will have no effect on the outcome of this Proposal 1.

Pursuant to ourBy-laws, each person who is nominated to stand for election as director must tender an irrevocable and executed letter of resignation in advance of the Annual Meeting for the election of directors. If an incumbent director nominee is not elected in an uncontested election and no successor has been elected at such meeting, the director must promptly tender his or her resignation to the Board. The Governance and Nominating Committee (excluding the nominee, if applicable) then will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board, excluding the nominee, will act on the resignation and publicly disclose its decision in accordance with theBy-laws.

The Board of Directors has nominated and recommends that you vote “FOR” the election of each of the nominees listed below to serve as our Directors until the 20212023 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

Set forth below are the name and age for each director nominee, his or her principal occupation and business experience during the past five years and the names of other publicly-traded companies of which he served as a director.

Beyond their general business acumen and insights, the Board of Directors believes the proposed directorsdirector nominees bring the following skill sets and benefits to the Company:

John C.C. Fan– Dr. Fan is the Founder of Kopin Corporation and has served as our Chief Executive Officer and Chairman of the Board since our organization in April 1984. Dr. Fan received a Ph.D. in Applied Physics from Harvard University.

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Scott L. Anchin– Mr. Anchin’s accounting, management and restructuring experience and background, and his expertise in advising companies and stakeholders in difficult circumstances qualify him to serve on our Board.

Jill Avery – Dr. Avery has over 25 years of experience in marketing and brand management as well as management. Her expertise in marketing provides a complementary skillset to the technical, operational, financial and legal experience of our other Board members.

James K. Brewington– Mr. Brewington served as president of Lucent Technologies Mobility Solutions Group, where he was responsible for all wireless infrastructure for the mobility segment, including global wireless development and product architecture. Our products are designed for integration in or with wireless devices. Mr. Brewington provides general business counsel and specifically on the direction of wireless technologies used by us in developing our strategies.

David E. Brook– We make significant investments in researching and developing new technologies. Mr. Brook is a founder and principal of Hamilton, Brook, Smith & Reynolds P.C., a law firm specializing in intellectual property (IP) rights.(“IP”) rights, from which he retired in 2022. Mr. Brook counselscounseled the Company on developing IP strategies to protect our investments.

Morton Collins– Mr. Collins has served on the board of directors of several venture capital partnerships, private and public companies and has an extensive technology background. Mr. Collins provides us with counsel based on his experience in finance and company creation.

Chi Chia Hsieh– We have significant customers and vendors in Taiwan, Korea, Japan and China, and a critical step in the production of our display products occurs in Taiwan and China. Dr. Hsieh provides us with counsel on Asian business practices and relationships with Asian business leaders.

Richard Hoe Osgood III– Mr. Osgood’s significant experience in the capital markets and securities industry expertise, as well as his management and strategic experience which qualifies him to serve on our Board.

The Board considers diversity in terms of education, business experience and nationality when considering candidates for our Board. There are no family relationships among any of our directors, officers or nominees.

Background of Nominees for Director and Certain Officers

Nominees

John C.C. Fan, President, Chief Executive Officer, Chairman of the Board. Dr. Fan has served as our Chief Executive Officer and Chairman of the Board since our organization in April 1984. He has also served as our President since July 1990. Prior to July 1985, Dr. Fan was Associate Leader of the Electronic Materials Group at MIT Lincoln Laboratory. Dr. Fan is the author of numerous patents and scientific publications. Dr. Fan received a Ph.D. in Applied Physics from Harvard University. During the past five years, Dr. Fan has not served on the board of directors of any other public companies or registered management investment companies.

Scott L. Anchin, Director is. Mr. Anchin has served as one of our directors since 2019. Since October 2018, Mr. Anchin has served as the managing member of Meadow Hill Place, LLC, an advisory firm providing interim management advisory services to growth stage companies. Previously, Mr. Anchin served as a Partner atwith Cormont Strategic Services LLC. Previously Mr. Anchin servedand as a Managing Director with Opportune LLP from MarchFebruary 2016 to October 2018, where he provided restructuring advisory services to companies and stakeholders in distressed situations.stakeholders. From 2009 to February 2016, Mr. Anchin was employed by Alvarez & Marsal North America, LLC, a global professional services firm specializing in turnaround and interim management and performance improvement. He is anon-practicing Certified Public Accountant in the State of New York and holds a B.S. in Accounting from the Wharton School of Business at the University of Pennsylvania and an M.B.A. with a concentration in Management from Columbia Business School. Mr. Anchin’s accounting, management and restructuring experience and background, and his expertise in advising companies and stakeholders in difficult circumstances qualify him to serve on our Board. During the past five years, Mr. Anchin is a Directorhas not served on the board of directors of any other public companies or registered management investment companies other than Genasys Inc,Inc. (Nasdaq: GNSS) and Applied DNA Sciences Inc. (Nasdaq: APDN).

Jill Avery, Director. Dr. Jill Avery has served as one of our directors since 2021. Dr. Avery holds a Doctorate in Business Administration (marketing) from Harvard Business School, a MBA (marketing and

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finance) from the Wharton School, and a BA (English) from the University of Pennsylvania. Dr. Avery is a Senior Lecturer of Business Administration and C. Roland Christensen Distinguished Management Educator in the marketing unit at Harvard Business School, a position she has held since 2013. She is an authority on brand management, customer relationship management (CRM), and digital marketing. Prior to her academic career, she worked in consumer packaged goods brand management, managing brands for The Gillette Company, Braun Inc., Samuel Adams, and AT&T, and spent time on the agency side of the business, as an account executive managing consumer promotions for Pepsi, General Foods, Bristol-Myers, and Citibank. She is a Corporate Director and Chair of the Audit Committee of the Amica Mutual Insurance Company, President of the Board of Trustees at the Museum of Fine Arts, Boston, and a former Trustee of St. Paul’s School. During the past five years, Dr. Avery has not served on the board of directors of any other public companies or registered management investment companies.

James K. Brewington, Director.Mr. Brewington has served as one of our directors since 2006. Mr. Brewington retired as President of Developing Markets at Lucent Technologies in 2007. Prior to heading Lucent’s Developing Markets group, Mr. Brewington served as president of that company’s Mobility Solutions Group, where he was responsible for all wireless infrastructure for the mobility segment, including global

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Hong Choi, Chief Technology Officer and Vice President.Dr. Choi, age 68,70, joined us as Chief Technology Officer in July 2000. Previously, Dr. Choi served as Senior Staff Member at MIT Lincoln Laboratory, where he worked for 17 years. Dr. Choi received a Ph.D. in Electrical Engineering from the University of California, Berkeley.

Boryeu Tsaur, Executive Vice President—Display Operations. Dr. Tsaur, age 64,66, joined us as Executive Vice President—Display Operations in July 1997. From 1993 to 1997, Dr. Tsaur served as Group Leader, Electronic Material Group, at MIT Lincoln Laboratory. Dr. Tsaur received a Ph.D. in Electrical Engineering from the California Institute of Technology.

Paul Baker, Chief Operating Officer for Kopin Government and Industrial and Strategic Business Officer. Mr. Baker, age 57,59, previously served as the Company’s Strategic Business Officer from February 2019 to January 2020, Senior Vice President, Business Development from January 2017 to January 2019, and as Vice President, Business Development between March 2014 and December 2016. From 2007 to 2014, Mr. Baker served as Executive Vice President, Business Development & Sales at ZINK Imaging Co., a privately-heldprivate company headquartered in Billerica, Massachusetts that invented ZINK Zero Ink^® Technology. Mr. Baker holds a B.A. in economics from Colby College and a M.B.A. from Boston University.

Board Structure and Risk

Our Board leadership structure is commonly utilized by other public companies in the United States, and we believe that it is effective for us. We believe this leadership structure is appropriate for us given the size and scope of our business, the experience and active involvement of our independent directors, and our corporate governance practices, which include regular communication with and interaction between and among the Chief Executive Officer and the Chief Financial Officer and the independent directors. Pursuant to ourBy-laws, our Board selects the Chairman and the Chief Executive Officer that it determines to be in the best interest of our stockholders. Our Board has determined that each of Scott L. Anchin, Jill Avery, James K. Brewington, David E. Brook, Morton Collins,and Chi-Chia Hsieh and Richard H. Osgood are independent as that term is defined under the applicable independence listing standards of Nasdaq Rules and the applicable SEC rules and regulations. Morton Collins is our Lead Independent Director. We believe that having a combined Chairman and Chief Executive Officer and independent chairs for each of our Board committees provides the best form of leadership for us. We have a single leader for our Company with oversight of our operations by experienced independent directors who have appointed three independent committee chairs.

We believe that our directors provide effective oversight of risk management functions. Annually, we perform a risk review where the management team evaluates the risks facing us in the upcoming year and over a longer termlonger-term horizon, typically three years. From this risk assessment, we develop plans to deal with the risks identified. This risk assessment is provided to the Board of Directors and their input is reflected in the annual risk assessment. In addition, members of our management periodically present to the Board the strategies, issues and plans for the product lines they manage. The Compensation Committee also reviews our incentive plans to determine whether they result in management behavior that may result in additional risk beyond the plans’

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Audit Committee:We have established a separately designated Audit Committee as defined by Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee is composed of three directors;directors: Scott L. Anchin, Morton Collins,Jill Avery, and Richard H. Osgood,James Brewington, each of whom the Board has determined is independent under the Nasdaq Rules and the applicable SEC rules and regulations. Mr. Anchin and Mr. Osgood joined the audit committee in May 2019 prior to that Mr. Chapman and Mr. Landine were members of the audit committee. Both Mr. Chapman and Mr. Landine resigned from the Board in May of 2019. The Board has determined that Mr. Anchin is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of RegulationS-K of the Exchange Act. Our Board adopted an Audit Committee Charter which is available on our website atwww.kopin.comunder the heading “Investors: Corporate Governance.“Investor Relations: Governance Documents.” Our Audit Committee Charter delegates to the Audit Committee the responsibility, among other things, to engage our independent auditors, review the audit fees, supervise matters relating to audit functions, review and set internal policies and procedure regarding audits, accounting and other financial controls and review related party transactions. The Audit Committeepre-approved all audit andnon-audit services provided by Deloitte & Touche LLP and RSM US LLP for fiscal year 2019.2021. During the 20192021 fiscal year, our Audit Committee met in person or through a conference call 6six times. One memberMr. Anchin participated in fiveall six meetings. Mr. Richard H. Osgood, a former Board member who served until his term expired in May 2021, participated in three meetings and two members participated in four meetings. The two membersthen was replaced by Dr. Avery who participated in fourthe three meetings became Audit Committee members during 2019 andafter her election to the fourBoard of Directors, Mr. Brewington attended one meeting after replacing Dr. Collins, who did not participate in any meetings were all of the meetings that took place during their time on the Audit Committee.in 2021.

Nominating and Corporate Governance Committee:Our Nominating and Corporate Governance Committee presently is composed of three directors,directors: Mr. Brewington, Mr. Brook and Mr. Osgood,Dr. Hsieh, each of whom the Board has determined is independent under applicable SEC and Nasdaq Rules. The Nominating and Corporate Governance Committee is responsible, among other things, for considering potential Board members, making recommendations to the full Board as to nominees for election to the Board, assessing the effectiveness of the Board and implementing our corporate governance guidelines. The charter of the Nominating and Corporate Governance Committee is available on the Company’s website atwww.kopin.comunder the heading “Investors“Investor Relations: Governance Documents.” During the 20192021 fiscal year, our Nominating and Corporate Governance Committee met in person or through a conference call one timetwice and all three members participated in the meeting.meetings.

Compensation Committee:Our Compensation Committee presently is composed of three directors,two directors: Mr. Collins,Brewington and Dr. Hsieh, and Mr. Osgood, each of whom the board has determined is independent under applicable SEC and Nasdaq Rules. During 2021 Dr. Collins also served on the Compensation Committee. The charter of the Compensation Committee is available on our website atwww.kopin.comunder the heading “Investors: Corporate Governance.“Investor Relations: Governance Documents.” During the 20192021 fiscal year, our Compensation Committee met in person or through a conference call twosix times and Mr. Collinstwo members participated atin each meeting. Dr. Hsiehmeeting and Mr. Osgood becameone former member of the Compensation Committeeparticipated in May of 2019 and each attended the meeting during their period on the Compensation Committee.four meetings. The Compensation Committee is responsible for the approval of remuneration arrangements for our executive officers, review and approval of compensation plans relating to executive officers and directors, including grants of stock options, restricted stock and stock grants under our 20102020 Equity Incentive Plan and other benefits and general review of our employee compensation policies.

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The following diversity statistics are reported in the standardized Nasdaq disclosure matrix for our Board of Directors.

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STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The table below contains information, as of the dates below, regarding the beneficial ownership of all those known to us to be a beneficial owner of more than 5% of our common stock as well as our directors and nominees, named executive officers and all of our executive officers and directors as a group.group as of March 30, 2022. The address of each holder listed below, except as otherwise indicated, is 125 North Drive, Westborough, Massachusetts 01581.

Delinquent Section 16(a) ReportsBeneficial Ownership Reporting Compliance

Based solely on a review of reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 furnished to us and written representations from our directors and executive officers and other information, we believe that none of our directors, executive officers or 10% stockholders, failed to file on a timely basis the reports required to be filed pursuant to Section 16 of the Exchange Act during the fiscal year 20192021 except as follows: On April 12, 2019, Mr. Collins reported the gifting of 2,000 shares which occurred on November 2, 2006. On January 7, 2020 Mr. Baker29, 2021 Dr. Fan filed a Form 4 amending an original Form 4 filed on January 5, 2021 that failed to include the forfeiture of 940,000 shares of stock for failure to meet certain performance milestones. Dr. Collins filed a late Form 4 on February 23, 2021 for sale of 165,000 shares of stock which took place during the dispositionperiod February 11, 2021 through February 16, 2021. Mr. Baker filed an amended Form 4 on March 22, 2021 reporting the sale of 5,00015,000 shares of stock that took place on March 8, 2021. On June 25, 2019.16, 2021 Dr. Avery filed a late Form 4 reporting her initial grant of 10,000 shares she received on May 26, 2021 as a new member of the Board of Directors. The delay was due to the time to receive EDGAR filing codes.

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS

Compensation Discussion and Analysis

The following compensation discussion and analysis summarizes our philosophy and objectives regarding the compensation of our named executive officers, including how we determine elements and amounts of executive compensation. The following compensation discussion and analysis should be read in conjunction with our tabular disclosures, which directly follow the discussion, beginning on page 2322 of this proxy statement.

This Compensation Discussion and Analysis (“CD&A”), describes the Company’s executive compensation program, philosophy and objectives as they related to our 20192021 Named Executive Officers (“NEOs”). Our NEOs for fiscal 20192021 were:

Executive Summary

Provided below are key Company performance and executive compensation highlights for fiscal 2019:2021:

In 2019,2021, we commercialized some of our technologies, continued to ramp production on a key military program and restructured the business to reduce costs. Below is a summary of certain performance highlights that occurred in 2019:2021:

Compensation Highlights:

Summarized below are highlights with respect to executive compensation in fiscal 2019:2021:

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Summarized below are highlights with respect to executive compensation for fiscal year 2022:

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2021 Say on Pay Vote:

Compensation Philosophy

We believe that our NEOs play a critical role in the operational and financial performance of our company that creates long-term value for our stockholders. Accordingly, our executive compensation philosophy is to reward our executives for individual performance and for contributions to our performance. We have invested significant efforts and funds in developing new technologies and products for both our traditional markets, military and industrial and for the emerging “Wearables”“wearables” industrial market. In fiscal 2019, our strategic emphasis shifted from development to commercializing our technologies. Accordingly, we have shifted our performance award system to be based more towards financial metrics, specifically revenue growth and cash flow improvement.

We strive to counterbalance our employee retention objectives andpay-for-performance objectives. Historically we believe we have accomplished this by compensating our executives with a combination of base salary, performance bonus awards and long-term equity-based retention compensation. In fiscal 2019,2021, we maintained the same philosophy but believed that our management would be more incentivized by a significant restricted stock grant that would vest upon the attainment of revenue and cash flow milestones than a cash bonus.

We believe that the quality, commitment and performance of our executives are critical factors affecting our long-term value. Accordingly, our compensation objectives include:

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For all employees, other than our NEOs and certain executive officers, the Compensation Committee approves ranges of merit increase, for example 2%up to 3%4%, of base salary compensation based on recommendations from the Chief Executive Officer.

For all executive officers other than our Chief Executive Officer and Chief Financial Officer, the Compensation Committee establishes and approves the base salary compensation based on recommendations from the Chief Executive Officer.

With respect to compensation of our Chief Executive Officer and Chief Financial Officer, the Compensation Committee establishes and approves the compensation determinations based on the Compensation Committee’s evaluation and performance reviews of our Chief Executive Officer and Chief Financial Officer.

A copy of the Compensation Committee charter is posted on our website, www.kopin.com, under the heading “Investors: Corporate Governance.” For the period January 2019 through May 2019,fiscal year 2021, our Compensation Committee consisted of, Mr. Collins and Mr. Chapman. In May 2019, Mr. Chapman resigned from our Board and thereafter our Compensation Committee consisted of Mr. Collins (chairperson), Dr. Hsieh (Chairperson), Mr. Brewington, and Mr. Osgood.Dr. Collins for a portion of the year. All Board members who served on the Compensation Committee in 20192021 were determined to be an independent director as determined by our Board, based upon the Nasdaq Rules and our independence guidelines.

The Role of Management

At the request of the Committee, NEOs of the Company may be present at Compensation Committee meetings for discussion purposes. However, they have no involvement in the decisions made by the Committee, nor do they have a vote on any matters brought before the Committee. The Compensation Committee meets with the Chief Executive Officer to discuss his performance and compensation package, but ultimately, decisions regarding his package are made solely based upon the Committee’s deliberations, as well as input from the compensation consultant, as requested. The Compensation Committee considers recommendations from the Chief Executive Officer and Chief Financial Officer, as well as input from the compensation consultant as requested, to make decisions regarding other NEOs.

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The compensation consultant reports directly to the Compensation Committee and carries out responsibilities as assigned by the Compensation Committee. The Compensation Committee has the sole authority to retain and terminate the compensation consultant and to approve the compensation consultant’s fees and all other terms of the engagement. The Committee exercised this authority to engage Radford as its independent compensation consultant and has direct access to the compensation consultant throughout the year. Radford serves as an advisor to the Compensation Committee on topics primarily related to Board and executive compensation. Radford does not provide us with any services other than the services provided at the request of the Compensation Committee.

The Compensation Committee periodically reviews the services provided by its outside consultants and believes that Radford is independent in providing executive compensation consulting services. The

Compensation Committee conducted a specific review of its relationship with Radford in preparation of the 20202022 proxy statement and determined that Radford’s work for the Compensation Committee did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Wall Street Reform and Consumer Protection Act, and by the SEC and the Nasdaq Global Market.Capital Market (“Nasdaq”).

Compensation Determinations

In making determinations with respect to amounts and elements of executive compensation, the Compensation Committee evaluates our overall performance during the fiscal year against development plans and annual budgets; evaluates the Chief Executive Officer’s achievements against the Board’s expectations; obtains input from the Chief Executive Officer on the performance reviews of the other executive officers; evaluates the potential for future contributions by each executive to our long-term success; and periodically compares our executive compensation against a benchmarking analysis of a group of peer companies. In 2017, we did a formal benchmarking analysis of our CEO, EVP of Display Operations, CFO and CTO compensation.

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Elements of Compensation

Our compensation program is designed to be simple, straightforward and fair. We use the following compensation and benefits elements to provide an overall competitive compensation and benefits package that is tied to creating stockholder value and supporting the execution of our business strategies:

The combination and allocation of the components and the target amount of each component is influenced by the role of the executive officer, individual performance, expected contributions, market practices, and the total value of all the compensation and benefits available to the individual executive officers. The Compensation Committee reviews and considers each component for each executive officer before making compensation decisions. Consistent with our historical practice, we weighted the mix of compensation more towards base salary and long-term equity incentive plans and to a lesser extent short-term cash bonuses or short termshort-term equity awards as discussed below.

Compensation Element Detail

Base Salary

We believe that establishing an appropriate level of annual base salary for our executives is an important element in retaining and motivating our executive officers. In determining base salaries for our executive officers,

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For fiscal 2019,2021, no cash bonus was awarded by the Compensation Committee to the CEO and each of the other NEOs but instead, our CEO received 100,000 shares of restricted stock, three of our other NEOs 40,000 shares of restricted stock and our fifth NEO received 30,000 shares of restricted stock. For fiscal year 2021, our CEO and three NEOs earned approximately 36% and 6%, respectively, of their incentive restricted stock grant. The amount of restricted stock earned in 2021 for these executives was affected by a process change to manufacture one of our products which reduced shipments and production yields in the second and third quarter of our fiscal year 2021. Our fifth NEO earned approximately 25% of his incentive restricted stock grant.

For fiscal 2022, our CEO received a 100,00030,600 restricted stock grant and each NEO, other than the CEO, received a grant of 60,00012,300 shares of restricted stock that vestedvest if certain financial milestones are achieved in 2020.2022. The financial milestones primarily related to meeting revenue and cash flow targets.

Long-Term Incentives

We believe that including an equity-based incentive component of compensation is a critical tool for motivating our executives and certain employees. We believe that granting equity awards to our executives aligns executive compensation with long-term stockholder value. By awarding executive officers with equity awards that vest over time, we believe that our executive officers will have a continuing stake in our long-term success.

We weighted our total executive compensation towards restricted stock awards that either vest upon the achievement of certain milestones or vest over time. While our management can improve our financial performance through the sales of our current products, cost reduction efforts, process improvements and other short-term advancements, we believe that our executive officers’ focus on long-term achievements, particularly increasing our product and patent portfolios, will create the greatest stockholder value. We believe that by granting our executives meaningful levels of equity awards that vest both in the short- and long-term we will achieve the proper balance between incentivizing them to focus on the current fiscal year’s results and longer termlonger-term strategies of the Company.

In determining the size of each equity award granted to our executive officers, the Compensation Committee considers:

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Clawback Policy

We have a Clawback Policy that provides that performance-based compensation is recoverable from an executive officer if the Board determines that an officer has engaged in knowing or intentional fraudulent or illegal conduct that caused or substantially caused the need for a restatement of the Company’s financial results. Performance-based compensation includes cash payments and any other awards pursuant to any Company incentive plan made on or after January 1, 2009 where payment was predicated on achieving certain financial results. If the Board or an authorized committee determines that any such performance-based compensation would have been at a lower amount had it been based on the restated financial results, the Company will, to the extent practicable and permitted by applicable law, seek recoupment from such officer of the portion of such performance-based compensation that is greater than that which would have been awarded or earned had such compensation been calculated on the basis of the restated financial results.

Employment and Other Agreements

We typically do not offerOn December 31, 2020, the Compensation Committee of the Board of Directors of Kopin Corporation (the “Employer”) approved the tenth amended and restated employment agreements and the only current named executive officeragreement (the “Employment Agreement)” with such an agreement is ourDr. John C.C. Fan, Chief Executive Officer. InOfficer of Kopin, which became effective as of January 1, 2021 and terminates on December 24, 2022. Pursuant to the eventEmployment Agreement, Dr. Fan’s employmentFan will be paid salary at an annual rate of $600,000 per year, subject to the Board’s right to determine his salary and benefits for each subsequent year. If prior to the expiration of the Employment Term (as defined in the Employment Agreement) (i) Dr. Fan is terminated by the Employer without cause orCause (as defined in connection with certain long-termthe Employment Agreement), other than by reason of disability, events or(ii) Dr. Fan dies, or (iii) Dr. Fan resigns for Good Reason (as defined in the event of a change in control and Dr. Fan’s position, compensation or responsibilities changeEmployment Agreement) within twelve (12) months following a Change in Control (as defined in the changeEmployment Agreement), of control or the parties doEmployer, Employer shall pay any prorated unpaid cash bonus earned and accrued but unpaid vacation benefit and immediately vest all options to purchase Employer’s stock, all stock appreciation rights, all restricted stock awards, and any other compensatory equity awards, granted by the Employer to the Employee. Provided that Dr. Fan does not extend or renew his employment agreement upon its expiration on comparable terms,resign prior to the end of the Employment Term and is not terminated by the Employer for Cause, the Employer shall pay to Dr. Fan (or in the caseevent of his death prior to completion of all installments to his surviving spouse, or if none to his estate) a cash retirement benefit of $1,500,000 in twenty-four (24) equal monthly installments commencing with the next regularly scheduled pay date for executives following December 24, 2022. Provided that Dr. Fan does not resign prior to the end of the Employment Term and is not terminated by the Employer for Cause, each January the Employer shall pay to Dr. Fan (or in the event of his death prior to completion of all installments to his spouse) will receivefor supplemental health coverage $40,000 per year commencing with January 2023 and ending with January 2032. Dr. Fan is entitled to indemnification from claims made against him in connection with his service to the Company. In addition, the Company will reimburse Dr. Fan for 10 yearslegal expenses if he prosecutes a successful legal action against the Company to enforce the Employment Agreement unless he is not the prevailing party. Under the terms of the Employment Agreement Dr. Fan assigns all inventions and agrees to a covenant not-to compete for a period of 12 months following terminationtermination.

In addition to cover certain medical expenses, severance paythe above, Dr. Fan received two (2) grants of $1,500,000 payable in 24 monthly installmentsrestricted stock of 144,422 and his unvested stock awards will immediately vest.144,421, respectively (the “Performance Equity Awards”)—upon the achievement of two milestones. The agreement also contains covenants not to compete,non-solicitation clausesfirst milestone must have been achieved by December 31, 2021 and ourthe second by June 30, 2022. Under the Employment Agreement, as of the Employee’s Termination Date, all rights to inventions developed by Dr. Fan.earn any of the Performance Equity Awards to the extent not previously earned shall terminate. In conjunction with the extensionevent of Dr. Fan’s employment agreement,Employee’s death prior to earning the Compensation Committee grantedPerformance Equity Awards any earned but unvested portion of the Performance Equity Awards shall vest and be distributed to the Employee’s surviving spouse or if none to his estate. Dr. Fan 940,000met the milestones for the first grant on 144,422 shares in fiscal year 2021. Dr. Fan was also granted five (5) tranches of 188,000 shares of restricted stock 640,000 shares of which willare to vest at the end of the first 20 consecutive trading day period following the grant date (December 31, 2020) during which the Company’sKopin Corporation’s common stock trades at avarious price per share equal to or greater than $5.25 prior to the terminationpoints of Dr. Fan’s employment (the “$5.25 Award”); 150,000 shares of which will vest at the end of the first 20 consecutive trading day period following the grant date during which the Company’s common stock. The period to achieve the stock trades at a price per share equal to or greater than $6.00 prior tomilestones was from January 1, 2021 through December 31, 2023; however, the termination of Dr. Fan’s employment (the “$6 Award”);milestones were achieved by March 30, 2021 and 150,000 shares of which will vest at the end of the first 20 consecutive trading day periodrestricted stock vested.

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following the grant date during which the Company’s common stock trades at a price per share equal to or greater than $7.00 prior to the termination of Dr. Fan’s employment (the “$7 Award”). The $5.25 Award, $6 Award and $7 Award will also vest if upon the closing of a change in control if the share price of the Company’s common stock is at least $5.25, $6 and $7, respectively, or if Dr. Fan is terminated without cause or dueshall also be entitled to his death or resigns for good reason.receive an annual cash bonus and an annual stock incentive award consistent with and subject to substantially similar conditions as any annual cash bonuses and annual stock incentive awards granted to other senior executives.

Our Equity Plans provide for the acceleration of the vesting of unvested stock options and restricted stock awards in the event of a change in control.

Policies Regarding Stock Ownership and Related Matters

We believe that by holding shares of our common stock and options to purchase our common stock, our executives will have interests that are more closely aligned with those of our stockholders.

We have share ownership and retention guidelines that require each director of the Company to own shares of our common stock or options to purchase shares of our common stock having an aggregate market value of at least three times the cash component of the director’s annual retainer (excluding committee retainers) for service on the Board.

In addition, the guidelines require our CEO to own shares of our common stock having an aggregate market value of at least three times his or her annual base salary. Our directors and our CEO have five years from the time they become subject to the stock ownership guidelines to achieve the target ownership thresholds. In 2019,2021, our directors and CEO were on track to maintain compliance with the minimum stock ownership guidelines.

We have an Insider Trading Policy that governs our officers, directors and employees. The policy imposes limits as to when and how our personnel can engage in transactions in our securities and prohibits short sales of our common stock by all our personnel. All of our officers except Mr. Baker have established10b5-1 plans with an independent broker. These plans typically govern the sale of an officer’s stock when our stock prices meet certain levels. These plans, generally, may only be adjusted during certain times of the year with the Company’s approval. Officers and directors may also sell shares outside a 10b5-1 plan during open windows under our Insider Trading Policy.

Tax and Accounting Implications

As part of its role, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, as amended (the “Code”), which generally disallows a tax deduction to public companies for certain compensation in excess of $1.0 million paid in any year to a company’s chief executive officer and the four other most highly compensated officers. Certain compensation, including qualified performance-based compensation, will not be subject to the deduction limitation if certain requirements are met. Although the Compensation Committee has not adopted any specific policy with respect to the application of Section 162(m), we generally seek to structure any long-term incentive compensation granted to our executive officers in a manner that is intended to avoid disallowance of deductions under Section 162(m).

Accounting for Stock-Based Compensation

As discussed in our Annual Report on Form10-K for the fiscal year ended December 28, 2019,25, 2021, the accounting for stock-based awards requires the measurement and recognition of compensation expense based on the fair value of all share-based payment awards made to employees and directors, including stock options and employee stock purchases under employee stock purchase plans. We are required to account for share-based compensation transactions using a fair value method and recognize the related expense associated with share-based payments in our statement of operations. Stock-based compensation cost is measured at the accounting measurement date based on the fair value of the award and is recognized as expense over the service period, which generally represents the vesting period. The expense recognized over the service period is required to include an estimate of the awards that will be forfeited.

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Since 2004 we have only issued restricted stock awards and the fair value of the award is typically based on the closing price of our stock on the Nasdaq on the day of grant. All employees are eligible to participate in our equity award program but the number of employees who actually participate annually has been reduced and does not typically include employees who are paid on an hourly basis.

Reducing the Possibility of Excess Risk-Taking

The Compensation Committee has determined that the risks arising from the compensation policies and practices for employees of the Company are not reasonably likely to have a material adverse effect on the Company as a whole. The Compensation Committee noted several design features of the Company’s cash and equity-based incentive programs that reduce the likelihood of excessive risk-taking:

Compensation Committee Report

Our Compensation Committee reviewed the Compensation Discussion and Analysis for the fiscal year ended December 28, 201925, 2021 and discussed this Compensation Discussion and Analysis with the Company’s management. Based on this review and its discussions with management, the Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the 20192021 Annual Report of the Company.

By the Compensation Committee of the Board of Directors of Kopin Corporation.

COMPENSATION COMMITTEE

Morton Collins, Chairperson

Chi Chia Hsieh, Chairperson

Richard H. OsgoodJames Brewington

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Named Executive Officer Summary Compensation Table

The following table summarizes the total compensation for the fiscal years ended December 28, 2019,25, 2021, December 26, 2020, and December 29, 2018 and December 30, 2017,2019, of those persons who served as our principal executive officer, our principal financial officer and our twothree next most highly compensated executive officers for the fiscal year ended December 28, 2019.25, 2021. We refer to these individuals in this proxy as our named executive officers.

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Grants of Plan-Based Awards for 20192021

The following table sets forth information relating to restricted stock granted pursuant to our Equity Plans and annual performance cash bonus plans awarded during the year ended December 28, 201925, 2021 to each of our named executive officers:

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

The compensation paid to our named executive officers in 20192021 summarized in the “Summary Compensation Table” was determined by our Compensation Committee. We enter into agreements with our named executive officers that define the criteria to earn their performance bonuses, terms of their restricted stock awards and for our Chief Executive Officer’s post-employment compensation. The material terms of these agreements are discussed under the caption “Compensation Discussion and Analysis—Employment and Other Agreements” and under the caption “Executive Employment Agreement/Other Potential Post-Employment Compensation” below.

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Perquisites and Benefits

We provide benefit programs to executive officers and to other employees. The Board and executive management believe that perquisites for executive officers should be extremely limited in scope and value. As a result, Kopin has historically given nominal perquisites.perquisites to executive officers, including NEOs. The following table generally identifies such benefit plans and who may be eligible to participate.

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Executive Employment Agreement /Other Potential Post-Employment Compensation

As discussed above in our Compensation Discussion and Analysis, certain of our named executive officers and other employees have potential post-employment benefits. Our Equity Plans have provisions that may result in the acceleration of vesting of certain equity awards as a result of a change in control. In addition, the employment agreement with our Chief Executive Officer provides for certain post-employment benefits. The table below summarizes the effects on the compensation of our named executive officers as if the termination of employment or change of control provisions of the Equity Plans and employment agreement were triggered on December 28, 2019.25, 2021.

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OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END

The following table discloses information concerning stock options and unvested stock awards held by our named executive officers as of December 28, 201925, 2021 pursuant to our Equity Plans. Market value information is determined by multiplying the number of shares by the closing price of our common stock on Nasdaq on the last trading day of our 2019 fiscal year ($0.42 as of December 28, 2019).

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OPTION EXERCISES AND STOCK VESTED IN 20192021

The following table discloses information for each of our named executive officers regarding the exercise of stock option awards and the vesting of certain stock awards as ofduring the end of our 20192021 fiscal year.

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Equity Compensation Plan Information

The following table sets forth information as of December 28, 201925, 2021 about shares of our common stock issuable upon exercise of outstanding options, warrants and rights and available for issuance under our existing equity compensation plans.

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Director Compensation Table for 2021

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The purpose of the Audit Committee is to assist the Board in its general oversight of the Company’s financial reporting, internal controls and audit functions. The Audit Committee charter, which is available at the Company’s website atwww.kopin.com, under the heading “Investors: Corporate Governance,” describes in greater detail the full responsibilities of the Audit Committee.

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

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