(Item 3)

The grant of equity awards is a common and recognized practice for companies to attract, retain and provide incentives to those responsible for its success, and to reduce the amount of cash compensation that would otherwise be necessary to achieve such goals. The Company’s 2008 Stock Option Plan (the “2008 Plan”) expired on April 20, 2018. Although the 2008 Plan authorized the grant of stock options, stock appreciation rights and restricted stock grants, the Company only issued restricted stock grants and stock options during the ten years that the 2008 Plan was in effect. Currently no options or other equity awards are available for issuance under any Company equity incentive plan.

On April 11, 2019, the Board of Directors of the Company approved for adoption by the Company’s stockholders a new equity incentive plan entitled the “2019 Equity Incentive Plan” (the “2019 Plan”) which is substantially similar to the Company’s 2008 Plan. A copy of the 2019 Plan is annexed hereto as Exhibit 1.

The Board of Directors believes that the 2019 Plan is essential to the Company’s continued success. The purpose of the 2019 Plan is to afford an incentive to executive officers, other employees, non-employee directors and consultants of the Company to acquire a proprietary interest in the Company, to continue as employees, non-employee directors or consultants (as the case may be), to increase their efforts on behalf of the Company and to promote the success of the Company’s business. To further such purposes, stock options, stock appreciation rights, restricted stock and restricted stock units may be granted pursuant to the 2019 Plan. The Board of Directors believes that the granting of awards under the 2019 Plan will promote continuity of management, help attract new employees, and encourage employees, directors, officers and consultants, to increase their stock ownership in the Company and provide an increased incentive and personal interest in the welfare of the Company by those who are or may become primarily responsible for shaping and carrying out the long range plans of the Company and securing its continued growth, development and financial success. Granting stock appreciation rights, restricted stock and/or restricted stock units in lieu of options should result in a lower burn rate (the number of shares subject to awards annually) and a lower level of dilution.

The following summary of the 2019 Plan does not purport to be complete and is subject to and qualified in its entirety by, the text of the 2019 Plan.

The Company’s employees, independent directors and consultants are eligible to receive grants under the 2019 Plan. Currently the Company’s nine full-time employees, three non-employee independent directors and consultants would be eligible to receive grants. Awards under the 2019 Plan are made by the committee administering the plan. Because participation and the types of awards under the 2019 Plan are subject to the discretion of the committee, the benefits and amounts that will be received by any participant if the 2019 Plan is approved are not currently determinable.

The 2019 Plan will permit the issuance of up to 1,400,000 shares of common stock (having an underlying market value of $3,920,000 as of April 25, 2019), which represents less than 5% of the outstanding common stock as of the record date. If any awards expire, are canceled or terminate for any reason without having been exercised in full, the shares subject to such awards will again be available for award under the 2019 Plan.

Under the 2019 Plan, stock options, stock appreciation rights (“SARs”), restricted stock or restricted stock units (“RSUs”) may be awarded by the Company to participants. The 2019 Plan will be administered by a committee of at least two directors who are not officers and employees of the Company (the “Committee”). At the outset, the Committee will consist of the Company’s three independent directors who serve as members of the Company’s Compensation and Stock Option Committee.

Stock Options. The 2019 Plan provides for the grant of options intended to qualify as incentive stock options (“ISOs”) under Section 422 of the Internal Revenue Code of 1986, as amended, (the “Code”) and options not intended to qualify as ISOs (“NQSOs”). ISOs may be granted only to employees of the Company, including directors who are also employees. NQSOs may be granted to employees, directors (regardless of whether they are employees of the Company) and consultants. All options granted under the 2019 Plan will have an exercise price at least equal to the fair market value of the Company’s common stock on the date of grant (110% of fair market value in the case of ISOs granted to 10% or more stockholders). Fair market value is generally defined as the average of the high and low trading price per share of common stock for the last day preceding the option grant on which there was a sale. Unless otherwise agreed to by the Company, all options granted under the 2019 Plan shall be non-transferable except by will or pursuant to the laws of descent and distribution. In no event may ISOs exercisable for stock having an aggregate fair market value of $100,000 (together with all ISOs granted under any other Company plan) be granted which first become exercisable in any one calendar year. No options granted under the 2019 Plan may have a term greater than ten years (five years in the case of ISOs granted to 10% or more stockholders). The Committee will determine the time or times each option may be exercised and the time period if any, after death, disability or termination of employment or other relationship with the Company during which the option may be exercised. The exercisability of an option may be accelerated by the Committee. As may be determined by the board of directors, a participant may pay the exercise price of an option by cash, certified check, promissory note providing for interest, “netting”, by tendering shares of common stock, or by means of a broker assisted cashless exercise. Under the 2019 Plan, all options are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

Stock Appreciation Rights. SARs may be granted under the 2019 Plan either in conjunction with an option granted under the 2019 Plan or without regard to an option. Under exercise of a SAR awarded under the 2019 Plan, the participant will be entitled to an amount equal to the excess of the then fair market value of a share of common stock over the fair market value of a share of common stock on the date of grant, multiplied by the number of SARs being exercised. The payment of this amount may be in cash, common stock or any combination of the two, in the discretion of the Company. The Committee will determine the time or times, and the terms and condition pursuant to which, each SAR not granted in conjunction with an option may be exercised. A SAR granted in conjunction with an option will be exercisable at such time or times and only to the extent that the related option is exercised. Upon the exercise of a SAR granted in conjunction with an option, the related option shall be canceled to the extent of the number of shares of common stock as to which the SAR is exercised and upon the exercise of an option granted in conjunction with a SAR, the SAR will be cancelled to the extent of the number of shares of common stock to which the option is exercised. Under the 2019 Plan, all SARs are intended to qualify as “performance-based compensation” under Section 162(m) of the Code. To date, the Company has never awarded SARs under any plan.

Restricted Stock. Restricted Stock may be granted under the 2019 Plan. Each award of Restricted Stock shall be evidenced by a written agreement between the Company and the participant which states the number of shares of Restricted Stock to be subject to such award, and the conditions of grant. Share of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, for such period as the Committee shall determine from the date on which the award is granted (the “Restricted Period”). The Committee may also impose such other restrictions and conditions on the shares as it deems appropriate including the satisfaction of performance criteria and the vesting of such awards over time. Certificates for shares of stock issued pursuant to Restricted Stock awards will bear an appropriate legend referring to such restrictions during the Restricted Period, and such certificates will be held in escrow by an escrow agent appointed by the Company. The Committee has the authority to waive or cancel all or any portion of any outstanding restrictions prior to the expiration of the Restricted Period with respect to any or all of the shares of Restricted Stock awarded. Subject to any restrictions imposed on the grant, during the Restricted Period, the participant will possess all incidents of ownership of such shares including the right to receive dividends with respect to such shares and to vote such shares. Subject to such exceptions as may be determined by the Committee, if the participant’s continuous employment or other relationship with the Company terminates for any reason prior to the expiration of the Restricted Period of an award, any shares remaining subject to restrictions will thereupon be forfeited by the participant and transferred to, and reacquired by, the Company.

Restricted Stock Units. RSUs may be granted under the 2019 Plan. Each award of a RSU will entitle the participant one share of common stock or cash equal to the value of one share of common stock, in the discretion of the Committee. Unless otherwise specified by the Committee, the Committee will deliver the participant of a RSU a share or cash, as the case may be, within 30 days after the conditions and restrictions with respect to such RSU have been satisfied. Each award of RSUs will be evidenced by a written agreement between the Company and the participant which states the number of RSUs to be subject to such award, and the conditions of the grant. RSUs may be subject to the satisfaction of such conditions and restrictions (such as a condition of continued employment or the satisfaction of performance criteria) as the Committee shall determine. The Committee has the authority to waive or cancel all or any portion of any outstanding conditions or restrictions with respect to any or all of the RSUs prior to the satisfaction of such terms and conditions. Subject to such exceptions as may be determined by the Committee, if the participant’s continuous employment or other relationship with the Company terminates for any reason prior to the satisfaction of the restrictions or conditions of SARs, any RSUs remaining subject to restrictions shall thereupon be forfeited by the participant and transferred to, and reacquired by, the Company. The Company was not permitted to award RSUs under it prior plans.

The 2019 Plan shall become effective on June 13, 2019 if approved by the stockholders of the Company and shall terminate on June 12, 2029. Any option or other award outstanding under the 2019 Plan at the time of the termination of the 2019 Plan shall remain in effect until such option or award shall have been exercised or shall have expired in accordance with its terms. The Board of Directors may make such modifications of the 2019 Plan as it shall deem advisable. However, the Board may not without further approval of the holders of a majority of the shares of the Common Stock present in person or by proxy at any special or annual meeting of the stockholders increase the number of shares as to which options or other awards may be granted or change the class of persons eligible to receive an award under the 2019 Plan. The Company intends to file a registration statement under the Securities Act of 1933, as amended covering the securities issuable under the 2019 Plan.

FEDERAL INCOME TAX ASPECTS OF AWARDS UNDER THE 2019 PLAN

The following is a brief summary of the federal income tax consequences of awards made under the 2019 Plan based upon the federal income tax laws in effect on the date hereof. This summary is not intended to be exhaustive and does not describe state or local tax consequences.

Incentive Stock Options. No regular taxable income is realized by the participant upon the grant or exercise of an incentive stock option (“ISO”). However, upon exercise of an ISO, the difference between the price paid for the shares and the fair market value of the shares on the date of exercise will be included in the participant’s income under the Alternative Minimum Tax. If a participant does not sell the stock received upon the exercise of an ISO (“ISO Shares”) within two years from the date of grant and one year from the date of exercise, any gain (loss) realized on the shares sold will be long-term capital gain (loss). In such circumstances, no deduction will be allowed to the Company for federal income tax purposes. If ISO Shares are disposed of prior to the expiration of either of the two and one-year holding periods described above, the participant generally will realize ordinary income at that time equal to the excess, if any, of the fair market value of the shares at exercise (or, if less, the amount realized on the disposition of the shares) over the price paid for such ISO Shares. The Company will be entitled to deduct any such recognized amount. Any further gain or loss realized by the participant will be taxed as short-term or long-term capital gain or loss, depending upon the length of time that the participant has held the shares. Subject to certain exceptions for disability or death, if an ISO is exercised more than three months following the termination of the participant’s employment, the option will generally be taxed as a non-qualified stock option.

Non-Qualified Stock Options. No income is realized by the participant at the time a non-qualified stock option (“NQSO”) is granted. Generally, upon exercise of a NQSO, the participant will realize ordinary income in an amount equal to the difference between the price paid for the shares and the fair market value of the shares on the date of exercise. The Company will be entitled to a tax deduction in the same amount. Any appreciation (or depreciation) after the date of exercise will be either short-term or long-term capital gain (or loss), depending upon the length of time that the participant has held the shares.

Stock Appreciation Rights. No income will be realized by a participant in connection with the grant of an SAR. When the SAR is exercised, the participant will generally be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash and/or the fair market value of any shares received. The Company will be entitled to a deduction at the time and in the amount included in the participant’s income by reason of the exercise. If the participant receives common stock upon exercise of an SAR, any appreciation (or depreciation) after the date of exercise will be either short-term or long-term capital gain (or loss), depending upon the length of time that the participant has held the shares.

Restricted Stock. A participant receiving restricted stock generally will recognize ordinary income in the amount of the fair market value of the restricted stock at the time the stock is no longer subject to restriction or forfeiture, less any consideration paid for the stock. The Company will be entitled to a deduction at the same time and in the same amount. The holding period to determine whether the participant has long-term or short-term capital gain or loss on a subsequent sale generally begins when the stock is no longer subject to forfeiture, and the participant’s tax basis for such shares will generally equal the fair market value of such shares on such date. However, a participant may elect, under Section 83(b) of the Internal Revenue Code, within 30 days of the grant of the stock, to recognize taxable ordinary income on the date of grant equal to the excess of the fair market value of the shares of restricted stock (determined without regard to the restrictions) over the purchase price of the restricted stock. By reason of such an election, the participant’s holding period will commence on the date of grant and the participant’s tax basis will be equal to the fair market value of the shares on that date (determined without regard to restrictions). Likewise, the Company generally will be entitled to a deduction at that time in the amount that is taxable as ordinary income to the participant. If shares are forfeited after making such an election, the participant only will be entitled to a loss for tax purposes in an amount equal to the difference between the purchase price of the forfeited shares (if any) and the amount received (if any) upon such forfeiture.

Restricted Stock Unit. No income will be realized by a participant in connection with the grant of Restricted Stock Unit. The participant will generally recognize ordinary income equal to the cash and/or fair market value of any shares of common stock received at the time of such receipt. The Company will be entitled to a deduction at the time and in the amount included in the participant’s income.

Awards granted under the 2019 Plan are intended to either avoid the application of Section 409A of the Code (which deals with non-qualified deferred compensation arrangement) or to comply with such section.

In general, Section 162(m) of the Code denies a public company a deduction for federal income tax purposes for compensation in excess of $1 million per year paid to its chief executive officer and the three other most highly compensated officers whose compensation is disclosed in the company’s proxy statement (other than the chief financial officer), subject to certain exceptions. The options and SARs granted under the 2019 Plan are intended to qualify under one of the exceptions in Section 162(m), which provides that compensation that is “performance based” is not subject to the Section 162(m) limitation for the federal income tax deduction.

The Board of Directors recommends a vote FOR approval of the 2019 Plan and it is intended that proxies not marked to the contrary will be so voted. Approval of the 2019 Plan requires the affirmative vote of the holders of a majority of the shares of the Company’s Common Stock present, or represented, and entitled to vote at the Annual Meeting.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis ("(“CD&A"&A”) provides an overview of the Company’s executive compensation program including our philosophy, key program elements, the decisions made under the program and the factors that were considered in making those decisions. The commentary in the CD&A is intended to facilitate an understanding of the data found in the accompanying compensation tables.

This Compensation Discussion and Analysis primarily addresses the compensation of our Named Executive Officers listed below:

Robert L. Saxe, Chairman of the Board and Chief Technology Officer

Joseph M. Harary, President and Chief Executive Officer

Seth L. Van Voorhees, Chief Financial Officer, Vice President-Business Development

Michael R. LaPointe, Vice President – Aerospace Products

Steven M. Slovak, Vice President – Chief Technology Officer

The foregoing named executive officers comprise all of our executive officers. These fivefour executive officers are referred to as the “named executive officers” throughout this Proxy Statement.

Our executive compensation program is intended to drive results, recognize contributions to the success of our company, and retain leadership talent. Our executive officers have shown solid leadership in the developments and commercialization of the Company’s proprietary SPD technology. The Company believes that the continued development of our growth strategy will be the key factor to establishing strong financial performance for shareholders in the future.

Our Compensation Philosophy and Objectives

The Company seeks to include in compensation for the Company’s executive officers a combination of base salary, equity incentives, and performance-based bonuses that is intended to attract, retain and motivate executive officers who have the skills, experience and knowledge important to the success of the Company and to reward superior performance and encourage actions that drive our business strategy. The objective of this approach is to align total executive compensation with the long-term performance of the Company and the interests of its stockholders and enable employees of the Company to participate in the Company’s growth. Through ownership of stock and options, the Company believes that executive officers are rewarded if the Company’s stockholders receive the benefit of appreciation of the price of the Common Stock.

The Compensation Committee reviewed and evaluated the Company’s executive and non-executive compensation policies and practices, including, specifically, the mix between salary and bonus, cash and equity, short-term and long-term incentives, and the use of performance measures and discretion with respect to individual awards. The Compensation Committee also evaluated how the Company’s compensation policies and practices could encourage excessive risk taking and how the Company’s policies and practices are structured to mitigate any such risks. In this regard, the Compensation Committee considered the following: (i) while base salary is the primary component of total compensation for most of the Company’s employees and such salaries are generally competitive, the Company has attempted to better align the interests of its executive officers and its stockholders by increasingly emphasizing incentive compensation for its executive officers, (ii) the Compensation Committee believes that the Company’s incentive plans for senior management, executive officers and its employees include an appropriate mix of short-term and long-term performance incentives and cash and equity compensation, (iii) the Compensation Committee believes that the goals and objectives in the Company’s incentive plans are reasonable and do not incentivize employees to take excessive risks, and (iv) the Company has one business unit so that there does not exist the risk that (A) any one business unit of the Company carries a significant portion of the Company’s risk profile, (B) is significantly more profitable than other business units within the Company, or (C) that the compensation structure is inconsistent among business units. As a result of this review and evaluation, the Compensation Committee concluded that any risks that may result from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Role of the Compensation Committee in Compensation Decisions

The compensation of executive officers of the Company, including its named executive officers, is determined by the Compensation Committee of the Company’s Board of Directors. The salaries of all executive officers are also reviewed at least annually by the Compensation Committee and by the entire Board of Directors. Numerous factors are reviewed in determining compensation levels. These factors include: the compensation levels of executive officers with comparable experience and qualifications, compensation levels at comparable companies, individual and Company performance, past compensation levels, building stockholder value, and other relevant considerations, including a review of applicable compensation studies and other reference materials.

Compensation Consultants and Benchmarking

The Compensation Committee believes that it is neither necessary nor cost-effective to hire advisors to benchmark the structure and level of its executive officer compensation on an annual basis. However, from time to time, the Compensation Committee retains compensation consultants to advise it and compare the Company’s compensation practices versus similar companies. In 2015,2018, the Company did not retain a compensation consultant.

In 2011, the Company retained Connell & Partners to analyze and compare the compensation of independent directors and of Mr. Harary and Dr. Van Voorhees against the compensation paid by a peer group of publicly-traded companies (the “Peer Group”). The Compensation Committee used the companies in the Peer Group based on its belief that they are similar to the Company in terms of business type, employee skill sets, revenue, and market capitalization.

The Company updated the Peer Group information with 2014 compensation data that was reported during 2015.2018 and 2019. This updated compensation data for the Peer Group was considered by the Compensation Committee when evaluating the executive compensation for Mr. Harary and Dr. Van Voorhees. 2015 Compensation data for the Peer Group was not considered by the Compensation Committee since most of this information was not yet made public at the time that the Compensation Committee was making its analysis. The following companies were included in the updated Peer Group:

All fourteen of the Peer Group companies reported compensation data for 2017, however only nine Peer Group companies have currently reported their compensation data for 2018. As consequence, the following Compensation Analysis will consider compensation data for all the Peer Group companies in 2017 and the nine reporting Peer Group companies in 2018.

Compensation Analysis:

The Compensation Committee reviewed and compared the following components of Mr. Harary’s and Dr. Van Voorhees’ compensation to that of executive officers serving in similar roles for companies in our compensation peer group: (1) base salary; (2) actual total cash compensation (base salary plus actual bonus); (3) long-term incentive compensation (fair value of stock options, restricted shares, and performance-based long-term incentive plans, annual equity participation (annual shares granted as a percent of shares outstanding); and (4) actual total direct compensation (actual total cash plus long-term incentive compensation) (“ATDC”). The following sets forth, as a percentage of ATDC, the first four of the aforementioned compensation components with respect to Mr. Harary and Dr. Van Voorhees as compared to that of our peer group.

20142017 Compensation:

Base Salary:

Mr. Harary’s base salary in 20142017 was $450,000. Base salary for executive officers performing similar roles for peer group members (“Peer Group CEO Executives”) ranged from a low of $0$10,959 to $543,615$616,068 with an average of $332,375.$283,734. Mr. Harary’s base salary in 20142017 represents 52%56% of his ATDC. Base salary as a percentage of ATDC for executive officers performing similar roles for Peer Group CEO Executives ranged from 0%1% to 100% with an average of 52%56%.

Dr. Van Voorhees’ base salary in 20142017 was $220,000.$255,000. Base salary for executive officers performing similar roles for peerpear group members (“Peer Group CFO Executives”) ranged from a low of $180,000$156,000 to $357,696$355,000 with an average of $255,461.$243,761. Dr. Van Voorhees’ base salary in 20142017 represents 52%95% of his ATDC. Base salary as a percentage of ATDC for executive officers performing similar roles for Peer Group CFO Executives ranged from 15%38% to 100% with an average of 57%68%.

Actual Total Cash Compensation:

Mr. Harary’s actual total cash compensation in 20142017 was $691,306.$667,500. Actual total cash compensation for executive officers performing similar roles for Peer Group CEO Executives ranged from $0$150,000 to $1,031,059$1,333,314 with an average of $440,364.$497,500. Mr. Harary’s actual total cash compensation in 20142017 as a percentage of his ATDC was 83%97%. Actual Total Cash Compensation as a percentage of ATDC for executive officers performing similar roles for Peer Group CEO Executives ranged from 0%18% to 100% with an average of 64%73%.

Dr. Van Voorhees’ actual total cash compensation in 20142017 was $348,740.$255,000. Actual total cash compensation for executive officers performing similar roles for Peer Group CFO Executives ranged from $189,101$156,000 to $677,514$581,848 with an average of $319,828.$315,304. Dr. Van Voorhees’ actual total cash compensation in 20142017 as a percentage of his ATDC was 80%95%. Actual Total Cash Compensation as a percentage of ATDC for executive officers performing similar roles for Peer Group CFO Executives ranged from 22%63% to 100% with an average of 66%82%.

Long-Term Incentive Compensation:

Mr. Harary’s long-term incentive compensation in 20142017 was $137,734.$24,145. Long-term incentive compensation for Peer Group CEO Executives ranged from $0 to $3,607,080$3,325,181 with an average of $487,977.$445,430. Mr. Harary’s long-term incentive compensation in 20142017 as a percentage of his ATDC was 17%3%. Long-term incentive compensation as a percentage of ATDC for executive officers performing similar roles for Peer Group CEO Executives ranged from 0% to 100%82% with an average of 36%27%.

Dr. Van Voorhees’ long-term incentive compensation in 20142017 was $84,671.$14,487. Long-term incentive compensation for Peer Group CFO Executives ranged from $0 to $1,479,200$224,750 with an average of $315,190.$83,118. Dr. Van Voorhees’ long-term incentive compensation in 20142017 as a percentage of his ATDC was 20%5%. Long-term incentive compensation as a percentage of ATDC for executive officers performing similar roles for Peer Group CFO Executives ranged from 0% to 78%37% with an average of 34%18%.

2015

Actual Total Direct Compensation:

Mr. Harary’s and Dr. Van Voorhees’ compensation in 2015 was based on the components and analysis used in 2014: (1) base salary; (2) actual total cash compensation (base salary plus actual bonus); (3) long-term incentive compensation (fair value of stock options, restricted shares, and performance-based long-term incentive plans, annual equity participation (annual shares granted as a percent of shares outstanding); and (4) actual total direct compensation (actualin 2017 was $691,645. Actual total cash plus long-term incentive compensation). As discussed earlier, nodirect compensation for Peer Group comparison analysisCEO Executives ranged from $150,000 to $4,050,754 with an average of $942,930.

Dr. Van Voorhees’ actual total direct compensation in 2017 was performed$269,487. Actual total direct compensation for 2015 duePeer Group CFO Executives ranged from $204,000 to limited compensation data availability at the time$725,371 with an average of analysis by the Compensation Committee.$398,422.

2018 Compensation:

Base Salary:

Mr. Harary’s base salary in 20152018 was $450,000. Base salary for executive officers performing similar roles for peer group members ranged from $237,500 to $643,012 with an average of $368,570. Mr. Harary’s base salary in 20152018 represents 52%73% of his ATDC. Base salary as a percentage of ATDC for executive officers performing similar roles for Peer Group CEO Executives ranged from 40% to 99% with an average of 61%.

Dr. Van Voorhees’ base salary in 20152018 was $220,000.$255,000. Base salary for executive officers performing similar roles for pear group members ranged from $156,000 to $384,841 with an average of $234,512. Dr. Van Voorhees’ base salary in 20152018 represents 52%79% of his ATDC. Base salary as a percentage of ATDC for executive officers performing similar roles for Peer Group CFO Executives ranged from 43% to 98% with an average of 65%.

Actual Total Cash Compensation:

Mr. Harary’s actual total cash compensation in 20152018 was $725,289.$654,615. Actual total cash compensation for executive officers performing similar roles for Peer Group CEO Executives ranged from $312,890 to $1,619,901 with an average of $563,293. Mr. Harary’s actual total cash compensation in 20152018 as a percentage of his ATDC was 84%100%. Actual Total Cash Compensation as a percentage of ATDC for executive officers performing similar roles for Peer Group CEO Executives ranged from 44% to 100% with an average of 81%.

Dr. Van Voorhees’ actual total cash compensation in 20152018 was $326,275.$295,769. Actual total cash compensation for executive officers performing similar roles for Peer Group CFO Executives ranged from $156,000 to $577,018 with an average of $321,485. Dr. Van Voorhees’ actual total cash compensation in 20152018 as a percentage of his ATDC was 77%91%. Actual Total Cash Compensation as a percentage of ATDC for executive officers performing similar roles for Peer Group CFO Executives ranged from 67% to 100% with an average of 81%.

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Long-Term Incentive Compensation:

Mr. Harary’s long-term incentive compensation in 20152018 was $139,730.$0. Long-term incentive compensation for Peer Group CEO Executives ranged from $0 to $413,332 with an average of $119,305. Mr. Harary’s long-term incentive compensation in 20152018 as a percentage of his ATDC was 16%0%. Long-term incentive compensation as a percentage of ATDC for executive officers performing similar roles for Peer Group CEO Executives ranged from 0% to 56% with an average of 19%.

Dr. Van Voorhees’ long-term incentive compensation in 20152018 was $94,732.$27,732. Long-term incentive compensation for Peer Group CFO Executives ranged from $0 to $276,000 with an average of $89,275. Dr. Van Voorhees’ long-term incentive compensation in 20152018 as a percentage of his ATDC was 23%9%. Long-term incentive compensation as a percentage of ATDC for executive officers performing similar roles for Peer Group CFO Executives ranged from 0% to 33% with an average of 19%.

Actual Total Direct Compensation:

Mr. Harary’s actual total direct compensation in 2018 was $654,615. Actual total direct compensation for Peer Group CEO Executives ranged from $318,745 to $1,619,901 with an average of $682,597.

Dr. Van Voorhees’ actual total direct compensation in 2018 was $323,501. Actual total direct compensation for Peer Group CFO Executives ranged from $204,000 to $853,018 with an average of $410,760.

The Compensation Committee, having met and deliberated sevennine times during 2015,2018, believes that the current compensation approach and level of compensation of the Company’s named executive officers is appropriate and in the best interests of the Company and its stockholders.

Components of Named Executive Officer Compensation

The principal components of compensation for the named executive officers are base salary, performance-based annual cash compensation and long-term equity compensation. The Compensation Committee seeks to achieve a mix of these components such that total compensation is competitive in the marketplace. Historically, the Company’s compensation program focused on base salary as a primary means to compensate its named executive officers. In recent years, the Company has relied increasingly on short-term and long-term incentive compensation to better align the interests of the named executive officers with the interests of stockholders in both short-term and long-term growth. The Company continues to transition its compensation program from its historical base salary orientation to a program with an increasing emphasis on incentive compensation. The Compensation Committee does not have a formal policy for allocation between cash and non-cash or short-term and long-term incentive compensation. The following table shows the components of named executive officer compensation:

Component		Purpose		Characteristics
Base Salary		Compensate named executive officers for performing their roles and assuming their levels of executive responsibility. Intended to provide a competitive level of compensation, it is a necessary component in recruiting and retaining executives.		Fixed component. Annually reviewed and adjusted as appropriate.
Performance-based Annual Incentive Compensation		Promote the achievement of short-term business and financial goals. Align named executive officers and stockholder interests in the short-term performance of the Company and reward named executive officers for superior Company performance during the short-term.		Performance-based bonus opportunity based on the achievement of certain goals, which may be individual performance goals, Company performance goals or a combination of the two.
Long-Term Equity Compensation		Promote the achievement of the Company’s long-term financial goals and increases in value for the Company’s stockholders. Align named executive officers and stockholder interests, promote named executive officers’ retention and reward named executive officers for superior Company performance over time.		Reviewed annually and granted, if appropriate, in the form of stock options and stock awards.

Base Salary. The amount of base salary for any executive officer is based on the level of responsibility of the executive officer, the Company’s performance, the executive officer’s individual performance and the executive officer’s compensation compared to similarly situated executives in the Compensation Peer Group. As mentioned above, historically the Company’s compensation program has focused on base salary as its primary compensation element. Base salary is an important element in recruiting and retaining executive officers.

Performance-based Annual Incentive Compensation.In order to To better align our compensation practices with the market and to promote the achievement of short-term business and financial goals, the Compensation Committee has increasingly emphasized bonus opportunities for its executive officers in the form of performance-based annual incentive compensation.

A portion of Mr. Harary’s 20152018 compensation was tied to the achievement of various business and financial goals during the year. Under his employment agreement, Mr. Harary is eligible to earn a cash bonus based upon the achievement of performance goals established by the Board. As set forth below, the performance goals established by the Board for 20152018 were divided into two main categories and, at the end of the performance period, the Compensation Committee determined the extent to which the pre-established performance goals were satisfied during the performance period.

Under Mr. Harary’s employment agreement with the Company, there is a $150,000 target bonus for Mr. Harary.

For 2015, 50% of2018, Mr. Harary’s target bonus was based onon: (i) the achievement of revenue goals, and the remaining 50% of his target bonus was based on(ii) the achievement of other establishednon-revenue performance objectives. The non-revenue components of the bonus was capped at $150,000. The revenue bonus threshold amount for 20152018 was $1,600,000,$1,509,070, and revenues for 20152018 were $2,007,482,$1,553,468 (both under the ASC 605 revenue standard), so Mr. Harary received a revenue-based bonus of $75,000was paid to Mr. Harary in 2015.2018. The Board paid Mr. Harary a bonusbonuses in the total amount of $125,000$170,000 for the achievement of certain other performance and strategic goals for the entire Company and their efficient implementation and management.management in 2018. The amount of compensation awarded for 20152018 to Mr. Harary as a bonus is reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below.

A portion of Dr. Van Voorhees’ 20152018 compensation was tied to the achievement of various business and financial goals during the year. Under his employment agreement, Dr. Van Voorhees is eligible to earn a cash bonus based upon the achievement of performance goals established by the Board. As set forth below, the performance goals established by the Board for 2015 were divided into two main categories and, at the end of the performance period the Compensation Committee determined the extent to which the pre-established performance goals were satisfied during the performance period.

Under Dr. Van Voorhees’ employment agreement with the Company, there is a $130,000$95,000 target bonus for Dr. Van Voorhees. For 2015,2018, Dr. Van Voorhees target bonus was based on the achievement of established performance objectives. The Board paid Dr. Van Voorhees a total cash bonus of $100,000$19,683 for the achievement of variouscertain other performance and strategic goals during 2015 specified byfor the Board of Directors of the Company.entire Company and their efficient implementation and management in 2018. The amount of compensation awarded for 20152018 to Dr. Van Voorhees as a bonus is reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below. which resulted in a bonus.

A cash bonus may be awarded to any officer of the Company at the discretion of the Board and Compensation Committee for extraordinary individual achievement or for other reasons. In 2015,The Board paid Mr. Slovak received a discretionary bonus of $15,000 in addition to his base salaryand Mr. LaPointe a bonus of $148,608 in 2015 based upon$22,293 for the achievement of certain researchother performance and development initiatives.strategic goals for the entire Company and their efficient implementation and management in 2018. The amount of compensation awarded for 2018 to Mr. Slovak and Mr. LaPointe receivedas a discretionary bonus of $10,341 in addition to his base salary of $100,000 in 2015 based upon the achievement of certain performance objectivesis reflected in the aerospace market.“Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below.

Long-Term Equity Compensation. The Company uses long-term equity compensation to provide incentives to those most responsible for the Company’s success, to promote the achievement of the Company’s long-term financial goals and to align the interests of its executive officers, employees and consultants with that of its stockholders. The award of long-term equity compensation also assists the Company in attracting and retaining executive officer talent and reduces the amount of cash compensation that would otherwise be necessary to do so. Historically, the Company has granted equity awards to executive officers in the form of stock options or restricted stock under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”) and its predecessor plan, the 1998 Stock Option Plan, which expired at the end of 2007.

The Compensation Committee does not employ quantitative criteria or performance measures from year to year in the granting of equity awards. Rather, the form and amount of equity awards are based on a subjective determination by the Compensation Committee of the effectiveness of each named executive officer and the extent of his contributions to the Company. For 2015, theThe Company soughtseeks to emphasize equity compensation as a means to better align the interests of its named executive officers and stockholders and to promote the retention of its named executive officers. Accordingly, the Company awardedawards long-term equity awards at levels it believes reflect these goals.

The Compensation Committee and Board believe that the 2008 Planan equity incentive plan is essential to the Company’s continued success. The purpose of the 2008 Plansuch equity incentive plans is to afford an incentive to executive officers, other employees, non-employee directors and consultants of the Company to acquire a proprietary interest in the Company, to continue as employees, non-employee directors or consultants (as the case may be), to increase their efforts on behalf of the Company and to promote the success of the Company’s business. The Compensation Committee and Board believe that the granting of equity incentive awards under the 2008 Plan will promote continuity of management, help attract new employees, and encourage employees, directors, officers and consultants, to increase their stock ownership in the Company and provide an increased incentive and personal interest in the welfare of the Company by those who are or may become primarily responsible for shaping and carrying out the long range plans of the Company and securing its continued growth, development and financial success. To further such purposes, stock options, stock appreciation rights, restricted stock and restricted stock units may be granted pursuant to the 2008 Plan.such equity incentive plans. The Company has relied primarily on stock option grants and awards of restricted stock under the 2008 Planits prior equity incentive plans to compensate named executive officers. The Company has not awarded stock appreciation rights or restricted stock units.

During 2015,2018, the Compensation Committee awarded option awards to each of its named executive officers as set forth in the “Grants of Plan-Based Awards in 2015”2018” table below.

The Company’s 2008 Stock Option Plan (the “2008 Plan”) expired on April 20, 2018. Currently no options or other equity awards are available for issuance under any Company equity incentive plan. On April 11, 2019, the Board of Directors of the Company approved for adoption by the stockholders of the Company an updated equity incentive plan (2019 Plan) which is substantially similar to the Company’s 2008 Plan. The adoption of this plan is subject to shareholder approval and additional details about this plan can be found in Item 3 of this filing.

Employment Arrangements

The Company entered into an employment agreement effective January 1, 1989 with Mr. Robert L. Saxe which automatically renews itself for successive one-year terms unless either the Company or Mr. Saxe gives the other at least ten days prior written notice of the intention not to renew the employment agreement. Pursuant to that agreement, Mr. Saxe received an annual base salary from the Company of $402,000 during 2015 and will receive an annual base salary of $402,000 through December 31, 2016. Pursuant to his employment agreement, Mr. Saxe has agreed not to compete with the Company for a period of two years following the termination of his employment thereunder. In the event of Mr. Saxe’s death, Mr. Saxe’s estate shall be entitled to receive his accrued but unpaid base salary and bonus plus $50,000.

In 2009, the Company entered into a five-year employment agreement with Joseph M. Harary, which was effective as of January 1, 2009 when Mr. Harary was promoted to the position of Chief Executive Officer of the Company. An amendment to this agreement was executed effective as of June 12, 2014 between the Company and Joseph M. Harary which extendsextended the agreement through December 31, 2019. The agreement automatically renews itself for successive one-year terms unless either the Company or Mr. Harary gives the other at least 90 days prior written notice of the intention not to renew the employment agreement. Pursuant to that agreement, in addition to possible future equity incentive awards granted by the Board of Directors of the Company in their discretion, Mr. Harary received 150,000 shares of restricted stock of the Company which vested monthly over a three-year period, and Mr. Harary received an annual base salary from the Company of $450,000 in 20152018 and will receive an annual base salary of $450,000$500,000 through December 31, 2016.2019. In addition, Mr. Harary will be eligible to also earn a bonus based upon the achievement of performance goals established by the Board of Directors. Pursuant to his employment agreement, if Mr. Harary’s employment is terminated due to his death or disability, Mr. Harary shall be entitled to receive his base salary (less any disability payments) for six months as well as any earned or accrued bonus. If Mr. Harary’s employment is not renewed or is terminated by the Company other than due to death, disability, or for cause (as defined in the agreement) prior to its scheduled expiration date, then Mr. Harary shall also receive his base salary for between one and three years, depending upon the date of such termination. If there is a change in control of the Company, Mr. Harary shall receive his base salary for the longer of three years or the scheduled date of termination of Mr. Harary’s employment agreement. Unless vesting is otherwise accelerated under the terms of an equity award (which is usually done in the case of death or disability of an employee), if Mr. Harary’s employment is terminated by the Company in breach of his employment agreement or is terminated by Mr. Harary other than for good reason (as defined in the agreement), any unvested equity awards shall also become immediately vested. Pursuant to the employment agreement, Mr. Harary is also entitled to four weeks paid vacation each year, and other fringe benefits generally applicable to other employees of the Company. Under his employment agreement, Mr. Harary has also agreed to certain restrictive covenants including Mr. Harary’s agreement not to solicit employees or compete with the Company for a period of two years following the termination of his employment thereunder.

On January 1, 2014, the Company entered into a three-year employment agreement with Dr. Van Voorhees. The agreement automatically renews itself for successive one-year terms unless either the Company or Dr. Van Voorhees gives the other at least 90 days prior written notice of the intention not to renew the employment agreement. The Company notified Dr. Van Voorhees received an annual base salary from the Company of $220,000 in 2015 andthat it will receive an annual base salary of $255,000 through December 31, 2016. In addition, Dr. Van Voorhees will be eligible to also earn a bonus based upon the achievement of performance goals established by the Board of Directors. Pursuant tonot renew his employment agreement if Dr. Van Voorhees’ employment is terminated due to his death or disability, Dr. Van Voorhees shall be entitled to receive his base salary (less any disability payments) for four months as well as any earned or accrued bonus. If Dr. Van Voorhees’ employment is not renewed, or is terminated by the Company other than due to death, disability, or for cause (as defined in the agreement) prior to its scheduled expiration date, then Dr. Van Voorhees shall also receive his base salary for between three months and three years, depending upon the date of such termination. If there is a change in control of the Company, Dr. Van Voorhees shall receive his base salary for the longer of three years or the scheduled date of termination of Dr. Van Voorhees’ employment agreement. Unless vesting is otherwise accelerated under the terms of an equity award (which is usually done in the case of death or disability of an employee), if Dr. Van Voorhees’ employment is terminated by the Company in breach of his employment agreement or is terminated by Dr. Van Voorhees other than for good reason (as defined in the agreement), any unvested equity awards shall also become immediately vested. Pursuant to the employment agreement, Dr. Van Voorhees is also entitled to four weeks paid vacation each year, and other fringe benefits generally applicable to other employees of the Company. Under his employment agreement, Dr. Van Voorhees has also agreed to certain restrictive covenants including Dr. Van Voorhees’s agreement not to solicit employees or compete with the Company for a period of two years following the termination of his employment thereunder.after 2018.

The Company has not entered into employment agreements, written or unwritten, with its other executive officers, Messrs. LaPointe and Slovak.

COMPENSATION COMMITTEE REPORT

The following Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report by reference therein.

The Compensation Committee of the Board of Directors of the Company has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on its reviews and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.2018.

This report is submitted on behalf of the Compensation Committee.

	Members of the Compensation Committee
	Gregory G. Grimes (Chairman)
	Darryl Daigle
	Alexander Kaganowicz

29

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table sets forth information regarding each element of compensation that we pay or award to our named executive officers. The Company has not and does not currently provide, and has no plan to provide in the future, pension benefits, non-qualified defined contributions, or deferred contributions.

										Non-Equity		All Other
Name and								Stock/Option		Incentive Plan		Compensation
Principal Position		Year		Salary ($)		Bonus ($)		Awards ($)(1)		Compensation ($)		($)(2)		Total ($)(3)
Robert L. Saxe, Chairman		2015		402,000		-		47,366		-		856		450,222
of the Board and Chief		2014		402,000		-		48,564		-		30,923		481,487
Technology Officer		2013		351,000		-		195,807		-		35,561		582,368
Joseph M. Harary, President		2015		450,000		-		139,730		200,000		75,289		865,018
and Chief Executive Officer		2014		450,000		-		137,734		152,767		88,539		829,040
		2013		425,000		-		696,837		301,791		48,318		1,471,946
Seth L. Van Voorhees, Chief		2015		220,000		-		94,732		100,000		6,275		421,007
Financial Officer, Treasurer,		2014		220,000		-		84,671		110,000		18,740		433,410
VP-Business Development		2013		200,000		-		428,421		100,000		4,652		733,073
Michael R. LaPointe,		2015		100,000		-		16,578		10,341		-		126,919
Vice President-Marketing		2014		100,000		-		18,341		10,000		4,615		132,957
		2013		68,576		-		92,531		8,562		5,769		175,437
Steven M. Slovak,		2015		148,608		-		54,471		15,000		-		218,079
Vice President-Technology		2014		148,608		-		54,101		25,000		5,716		233,425
		2013		148,608		-		218,194		25,000		-		391,802

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock/Option Awards ($)(1)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)(2)				Total ($)(3)
Joseph M. Harary, President			2018				450,000				-				-				170,000				34,615				654,615
and Chief Executive Officer			2017				450,000				-				24,145				150,000				67,500				691,645
			2016				450,000				-				-				150,000				111,176				711,176
Seth L. Van Voorhees, Chief			2018				255,000				-				27,732				19,683				21,087				323,501
Financial Officer, Treasurer,			2017				255,000				-				14,487				-				-				269,487
VP-Business Development			2016				255,000				-				19,805				47,500				-				322,305
Steven M. Slovak,			2018				160,000				-				9,230				15,000				-				184,230
Vice President-Chief			2017				160,000				-				8,692				-				-				168,692
Technology Officer			2016				160,000				-				11,883				7,500				-				179,383
Michael R. LaPointe,			2018				104,167				-				27,732				22,293				-				154,192
Vice President-Marketing			2017				100,000				-				1,932				18,189				-				120,121
			2016				100,000				-				2,377				22,099				-				124,476

	(1)	Amounts in this column represent stock options issued in 2015, 20142018, 2017 and 20132016 (no restricted stock awards were issued during this period). The dollar value of option awards listed in this column are estimated grant date fair values based upon the Black-Scholes valuation method in accordance with Financial Accounting Standards Board Accounting Standard Codifications Topic 718 (“ASC 718”) and using the assumptions set forth in the Company’s Annual Report on Form 10-K for the respective year in question.
	(2)	Consists of cash payments of accrued but unused vacation and other taxable benefits.
	(3)	Consists of cash compensation (salary, bonus, and accrued vacation) plus non-equity incentive compensation and the estimated grant date fair value of stock and option awards calculated based upon the valuation methods described in footnote (1) above. These amounts do not indicate the amount actually received by the individual since estimated values will fluctuate based upon future market conditions.

30

Grants of Plan-Based Awards in 20152018

The table below provides information regarding payment of non-equity incentive plan compensation and awards of stock options pursuant to the 2008 Equity Incentive Plan (the “2008 Plan”) to the named executive officers of the Company.

				Estimated Possible Payouts under						All Other Equity		Grant Date Fair		Closing Stock
				Non-Equity Incentive Plan Awards (1)						Awards: Number		Value of Stock		Price ($) on		Restricted
Name		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Options (#) (2)		Option Awards ($)		12/31/2015		Stock Grant
Robert L. Saxe		12/31/2015		-		-		-		20,000		47,366		5.21		-
Joseph M. Harary		NA				150,000		-		-		-		5.21		-
		12/31/2015		-		-		-		59,000		139,730		5.21		-
Seth L. Van Voorhees		NA		-		130,000		-		-		-		5.21		-
		12/31/2015		-		-		-		40,000		94,732		5.21		-
Steven M. Slovak		12/31/2015		-		-		-		23,000		54,471		5.21		-
Michael R. LaPointe		12/31/2015		-		-		-		7,000		16,578		5.21		-

				Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1)												All Other Equity Awards: Number of				Grant Date Fair Value of Stock and Option				Closing Stock Price ($) on				Restricted
Name		Grant Date		Threshold ($)				Target ($)				Maximum ($)				Options (#) (2)				Awards ($)				5/3/2018				Stock Grant
Joseph M. Harary		NA							150,000				-				-				-				-				-
Seth L. Van Voorhees		5/3/2018			-				-				-				60,091				27,732				0.87				-
																													-
Steven M. Slovak		5/3/2018			-				-				-				20,000				9,230				0.87				-
Michael R. LaPointe		5/3/2018			-				-				-				60,091				27,732				0.87				-

	(1)	These columns report the range of cash payouts for 20152018 performance under Mr. Harary’s and Dr. Van Voorhees’ employment agreement as described in the Compensation Discussion and Analysis. The amounts shown in the “Threshold” column reflect the minimum payout opportunity if threshold performance was achieved.
	(2)	Represents awards of stock options made under the 2008 Plan.

Outstanding Equity Awards at December 31, 20152018

The following table shows all options outstanding as of the end of 20152018 that have been granted to named executive officers of the Company. All options were fully vested and exercisable as of the end of 2015.2018.

		Option Awards
		Number of Securities
		Underlying Unexercised		Option Exercise		Option Grant		Option
Name		Options (#) Exerciseable		Price ($)		Date		Expiration Date
Robert L. Saxe		20,000		11.38		2/13/2007		2/12/2017
		64,756		9.80		12/3/2007		12/2/2017
		37,500		3.69		1/1/2010		12/31/2020
		32,200		3.70		1/1/2013		12/31/2023
		42,100		5.56		12/31/2013		12/30/2023
		21,050		5.19		12/31/2014		12/30/2024
		20,000		5.26		12/31/2015		12/30/2025
Joseph M. Harary		15,000		11.38		2/13/2007		2/12/2017
		50,000		9.80		12/3/2007		12/2/2017
		119,400		5.56		12/31/2013		12/30/2023
		59,700		5.19		12/31/2014		12/30/2024
		59,000		5.26		12/31/2015		12/30/2025
Steven M. Slovak		10,000		11.38		2/13/2007		2/12/2017
		15,000		14.93		7/12/2007		7/11/2017
		15,000		9.80		12/3/2007		12/2/2017
		35,900		3.70		1/1/2013		12/31/2023
		46,900		5.56		12/31/2013		12/30/2023
		23,450		5.19		12/31/2014		12/30/2024
		23,000		5.26		12/31/2015		12/30/2025
Michael R. LaPointe		10,000		11.38		2/13/2007		2/12/2017
		10,000		14.93		7/12/2007		7/11/2017
		10,000		9.80		12/3/2007		12/2/2017
		10,000		3.69		1/1/2010		12/31/2020
		15,900		5.56		12/31/2013		12/30/2023
		7,950		5.19		12/31/2014		12/30/2024
		7,000		5.26		12/31/2015		12/30/2025
Seth L. Van Voorhees		73,400		5.56		12/31/2013		12/30/2023
		36,700		5.19		12/31/2014		12/30/2024
		40,000		5.26		12/31/2015		12/30/2025

		Option Awards
Name		Number of Securities Underlying Unexercised Options (#) Exerciseable				Option Exercise Price ($)				Option Grant Date		Option Expiration Date
Joseph M. Harary			119,400				5.56			12/31/2013		12/30/2023
			59,700				5.19			12/31/2014		12/30/2024
			50,000				1.06			12/31/2017		12/30/2027
			229,100
Seth L. Van Voorhees			73,400				5.56			12/31/2013		12/30/2023
			36,700				5.19			12/31/2014		12/30/2024
			40,000				5.26			12/31/2015		12/30/2025
			25,000				1.83			12/31/2016		12/30/2026
			30,000				1.06			12/31/2017		12/30/2027
			60,091				1.00			4/19/2018		4/18/2028
			265,191
Steven M. Slovak			35,900				3.70			1/1/2013		12/31/2022
			46,900				5.56			12/31/2013		12/30/2023
			23,450				5.19			12/31/2014		12/30/2024
			23,000				5.26			12/31/2015		12/30/2025
			15,000				1.83			12/31/2016		12/30/2026
			18,000				1.06			12/31/2017		12/30/2027
			20,000				1.00			4/19/2018		4/18/2028
			182,250
Michael R. LaPointe			10,000				3.69			1/1/2010		12/31/2020
			15,900				5.56			12/31/2013		12/30/2023
			7,950				5.19			12/31/2014		12/30/2024
			7,000				5.26			12/31/2015		12/30/2025
			3,000				1.83			12/31/2016		12/30/2026
			4,000				1.06			12/31/2017		12/30/2027
			60,091				1.00			4/19/2018		4/18/2028
			107,941

Stock Options Exercised and Stock Vested in 20152018

The following table sets forth

No stock options were exercised in 2018 by any named executive officer of the number of Company. Noshares of stock were acquired by eachany named executive officer in 20152018 upon vesting of awards of stock pursuant to the 2008 Plan. While not indicative of amounts actually realized by the named executive upon vesting, the right hand column in the table below indicates the aggregate dollar value of stock that vested during fiscal 2015, calculated by multiplying the number of shares acquired on vesting by the market value (determined based upon the average of the high and low trading price of the Common Stock) of such shares on the date of vesting.

		Stock Awards
		Number of Shares		Value Realized on
Name		Acquired on Vesting (#)		Exercise ($)
Robert L. Saxe		-		-
Joseph M. Harary		30,464		164,252
Seth L. Van Voorhees		18,736		101,018
Steven M. Slovak		-		-
Michael R. LaPointe		4,012		21,635

There are no unvested awards of restricted stock outstanding as of the end of 20152018 that have been awarded to our named executive officers. No stock options were exercised in 2015 by any named executive officer of the Company.

Potential Payments upon Termination or Change of Control

Mr. Harary’s Mr. Saxe’s and Dr. Van Voorhees’ respective employment agreements provide for certain payments and benefits upon a termination, separation, or change in control. Neither of our other named executive officers has an employment agreement with us or are otherwise entitled to any sort of cash payment upon termination or separation from us.

Both our 2008 Plan and 1998 Stock Option Plan, which is the predecessor to the 2008 Plan and which expired at the end of 2007 (the “1998 Plan”), provide for the continuation or acceleration of certain awards and grants thereunder in the event of specified separations from employment with us. Under the standard grant agreements for options granted under our 2008 Plan and our 1998 Plan, the option holder generally has three months after the date of termination to exercise options that were exercisable on or before the date that employment ends unless the options’ expiration date occurs first (other than for death or disability). Upon an option holder’s death or disability, the holder or the holder’s estate, as applicable, may exercise options that were exercisable on or before the date that employment ends due to death or disability for a period of six months thereafter, unless the options’ expiration date occurs first. All of the outstanding options issued to our named executive officers are vested.

Under award agreements with our named executive officers for restricted stock granted pursuant to our 2008 Plan, each named executive officer’s unvested restricted stock shall immediately become fully vested as of the date of his termination due to death or disability. In addition, Mr. Harary’s employment agreement provides that his restricted stock and any additional equity incentive awards granted to him under the 2008 Plan or otherwise will immediately vest upon his termination by the Company (other than for cause or in connection with his death or disability), his resignation for good reason or upon change of control of the Company.

Although our 1998 Plan authorized the grant of restricted stock grants, the Company only granted stock options during the ten years that the plan was in effect.

Robert L. Saxe

33

Had Mr. Saxe’s employment terminated on December 31, 2015 due to his death or disability, his restricted stock would have immediately vested. Pursuant to his employment agreement, Mr. Saxe’s estate would be entitled to receive $50,000 as a single, lump-sum payment upon his death. Mr. Saxe is not entitled to any payment upon termination for any other reason or upon a change of control of the Company.

Joseph M. Harary

The following table describes the potential payments and benefits to Mr. Harary upon termination of his employment or a change of control of the Company had such termination or change of control occurred on December 31, 2015.2018.

									By Company					By Mr. Harary
									For Cause		Other than for			For Good			Other than		Change of
Payments and Benefits			Death ($)			Disability ($)			($)		Disability or Cause			Reason ($)			Good Reason		Control ($)
Accelerated vesting of
Restricted Stock			-			-			-		-			-			-		-
Cash payment under
employment agreement			225,000	(1)		225,000	(2)		-		1,350,000	(3)		1,350,000	(3)		-		1,350,000	(3)
Bonus payable under
employment agreement (4)			152,767			152,767			-		152,767			152,767			-		152,767

										By Company								By Mr. Harary
Payments and Benefits		Death ($)				Disability ($)				For Cause ($)				Other than for Disability or Cause ($)				For Good Reason ($)				Other than Good Reason ($)				Change of Control ($)
Accelerated vesting of Restricted Stock			-				-				-				-				-				-				-
Cash payment under employment agreement			225,000	(1)			225,000	(2)			-				450,000	(3)			450,000	(3)			-				1,350,000	(3)
Bonus payable under employment agreement (4)			150,000				150,000				-				150,000				150,000				-				150,000

(1)	(1)	The amount of the benefit shown would be paid over a six-month period following the date of his termination in the manner it would have been paid if Mr. Harary’s employment had not so terminated.
(2)	(2)	The amount of the benefit shown would be paid in equal installments over a six-month period following the date of Mr. Harary’s termination on December 31, 20152018 at such intervals (at least monthly) as salaries are paid generally to executive officers of the company. Mr. Harary’s employment agreement provides that the company shall pay the amount, if any, by which Mr. Harary’s base salary for the period commencing on the date of termination and ending on the six-month anniversary of such date the exceeds the sum of (i) the amount of base salary received by Mr. Harary with respect to the period he was disabled and (ii) the sum of the amounts, if any, payable to him under the Company’s benefit plans. The amount of the benefit shown assumes that Mr. Harary became disabled and was terminated on December 31, 2015,2018, that Mr. Harary did not receive his base salary during the period in which he was disabled and that no amounts were payable to him under the Company’s benefit plans.
(3)	(3)	The amount of the benefit shown would be paid over a three-year period following the date of his termination in the manner it would have been paid if Mr. Harary’s employment had not so terminated.

(4)
	(4)	Assumes that Mr. Harary was eligible as of the date of his termination to receive a bonus in the amount reported in the “Summary Compensation Table” for 2015.2018 and that such bonus payment had not already been made.

34

Seth L. Van Voorhees

The following table describes the potential payments and benefits to Dr. Van Voorhees upon termination of his employment or a change of control of the Company had such termination or change of control occurred on December 31, 2015.2018.

									By Company					By Dr. Van Voorhees
									For Cause		Other than for			For Good			Other than		Change of
Payments and Benefits			Death ($)			Disability ($)			($)		Disability or Cause			Reason ($)			Good Reason		Control ($)
Accelerated vesting of
Restricted Stock			-			-			-		-			-			-		-
Cash payment under
employment agreement			85,000	(1)		85,000	(2)		-		765,000	(3)		765,000	(3)		-		765,000	(3)
Bonus payable under
employment agreement (4)			130,000			130,000			-		130,000			130,000			-		130,000

										By Company								By Dr. Van Voorhees
Payments and Benefits		Death ($)				Disability ($)				For Cause ($)				Other than for Disability or Cause ($)				For Good Reason ($)				Other than Good Reason ($)				Change of Control ($)
Accelerated vesting of Restricted Stock			-				-				-				-				-				-				-
Cash payment under employment agreement			85,000	(1)			85,000	(2)			-				255,000	(3)			255,000	(3)			-				765,000	(4)
Bonus payable under employment agreement (5)			95,000				95,000				-				95,000				95,000				-				95,000

(1)	(1)	The amount of the benefit shown would be paid over a four-month period following the date of his termination in the manner it would have been paid if Dr. Van Voorhees’ employment had not so terminated.
(2)	(2)	The amount of the benefit shown would be paid in equal installments over a six-month period following the date of Dr. Van Voorhees’ termination on December 31, 20152018 at such intervals (at least monthly) as salaries are paid generally to executive officers of the company. Dr. Van Voorhees’ employment agreement provides that the company shall pay the amount, if any, by which Dr. Van Voorhees’ base salary for the period commencing on the date of termination and ending on the four-month anniversary of such date the exceeds the sum of (i) the amount of base salary received by Dr. Van Voorhees with respect to the period he was disabled and (ii) the sum of the amounts, if any, payable to him under the Company’s benefit plans. The amount of the benefit shown assumes that Dr. Van Voorhees became disabled and was terminated on December 31, 2015,2018, that Dr. Van Voorhees did not receive his base salary during the period in which he was disabled and that no amounts were payable to him under the Company’s benefit plans.
(3)	(3)	The amount of the benefit shown would be paid over a three-year period following the date of his termination in the manner it would have been paid if Dr. Van Voorhees’ employment had not so terminated.
(4)	(4)	Assumes that Dr. Van Voorhees was eligible as of the date of his termination to receive a bonus in the amount reported in the “Summary Compensation Table” for 2015.2018 and that such bonus payment had not already been made.

Steven M. Slovak

Mr. Slovak is not entitled to any payment upon termination for any other reason or upon a change of control of the Company.

35

Michael R. LaPointe

Mr. LaPointe is not entitled to any payment upon termination for any other reason or upon a change of control of the Company.

DIRECTOR COMPENSATION

The Company believes that it is appropriate to set target levels of director compensation based upon the factors described above for service on the Company’s Board of Directors. Based in part upon its review of comparable directors fees paid among the Compensation Peer Group companies, and upon the analysis and recommendations of the independent compensation consulting firm noted above, each non-employee independent director was to receive total compensation with respect to service as a Director during 20152018 having a valuation initially targeted at approximately $80,000, which targeted amount is then subject to adjustment based upon results achieved and future modification as a result of prevailing compensation levels and other factors. The mix of cash and equity grant for 2015 and future years2018 was developed following the review of an independent compensation consulting firm’s report and an evaluation of prevailing trends and best practices in corporate governance and director compensation in a broad range of public companies.

Non-management directors of the Company each received compensation for service on the Board in 20152018 in a combinationthe amount of an option award granted in December 2015 for 11,000 shares of Common Stock of the Company (having an estimated value at the time of grant of $26,051 and a cash fee paid in January 20152018 of $35,000. Typically, non-management directors also receive an option award at the end of the year but no options were available for grant at the end of 2018. The following table summarizes compensation paid or awarded to the Company’s non-management directors in 2015.2018. Management directors are not compensated separately for their service as directors and their compensation as employees of the Company is shown on the “Summary Compensation Table” on page 27 ofin this Proxy Statement.

			Fees Paid in		Stock/Option
Name			Cash ($)		Awards ($) (1)		Total ($)
Darryl Daigle			35,000		26,051		61,051
Gregory G. Grimes			35,000		26,051		61,051
Alexander Kaganowicz			35,000		26,051		61,051

(1)

The aggregate grant date fair value of awards of stock options to each of the independent non-management directors in fiscal 2015. The Company used the Black-Scholes option-pricing model to determine the estimated fair value of each option grant. The Black-Scholes model includes assumptions regarding dividend yields, expected volatility, expected lives, and risk-free interest rates. These assumptions reflect our best estimates, but these items involve uncertainties based on market conditions generally outside of our control.

Name		Fees Paid in Cash ($)				Stock/Option Awards ($)				Total ($)
Darryl Daigle			35,000				-				35,000
Gregory G. Grimes			35,000				-				35,000
Alexander Kaganowicz			35,000				-				35,000

RELATED-PARTY TRANSACTIONS

The Company has not had a related-party transaction requiring disclosure in its history as a public company.

The Company’s policy is to follow the procedures established under Delaware corporate law for approval of related-party transactions. On March 14, 2019 VariGuard SmartGlass Inc. acquired a license from Research Frontiers Inc. to make and sell SPD-SmartGlass products worldwide. In addition to other employees at VariGuard SmartGlass Inc., two of the Company’s officers (Seth L. Van Voorhees, Michael R. LaPointe) are principals at VariGuard SmartGlass Inc. and as consequence, this transaction is a related party relationship which has been reviewed and approved by the Company’s Board of Directors pursuant to the requirements of Delaware corporate law and the Company’s Code of Ethics. Dr. Van Voorhees and Mr. LaPointe will also remain as full-time employees at the Company. The non-exclusive license grants VariGuard SmartGlass Inc. the right to manufacture and sell: (i) SPD-SmartGlass products used in panels, frames, cases, wall cases, appliances or other similar products to protect light-sensitive documents, artwork or other objects, (ii) SPD-SmartGlass products used in panels, frames, cases, wall cases, appliances or other similar products to provide “hide and reveal” functionality, and (iii) SPD-SmartGlass products used in a medical device to provide control and management of visible light. The license agreement provides for earned royalties of between 10% to 15% be paid by VariGuard SmartGlass Inc. to Research Frontiers depending upon the product sold.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 20152018 with respect to shares of the Common Stock that may be issued under the Company’s existing 2008 Equity Incentive Plan, and any other equity that may be issued to officers or directors of, or consultants to, the Company. There are no equity compensation plans that were not approved by the Company’s stockholders.

		Number of Securities to be issued		Weighted-averaage exercise price			Number of securities remaining
		upon exercise of outstanding		of outstanding options, warrants			available for future issuance under
Plan category		options, warrants and rights		and rights			equity compensation plans
Equity compensation plans		750,000		$	7.11		173,942
approved by security holders
Equity compensation plans not
approved by security holders		-			-		-
Total		750,000		$	7.11		173,942

Plan category		Number of Securities to be issued upon exercise of outstanding options, warrants and rights				Weighted-average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans
Equity compenation plans approved by security holders			750,000				3.84				-
Equity compenation plans not approved by security holders			-				-				-
Total			750,000			$	3.84				-

STOCK PRICE PERFORMANCE

The following table sets forth the range of the high and low selling prices (as provided by the NASDAQ Capital Market) of the Common Stock for each quarterly period within the past two fiscal years. The following high and low selling prices may reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions.

Quarter Ended		Low			High
March 31, 2014		$	5.17		$	7.60
June 30, 2014			4.28			6.24
September 30, 2014			4.58			6.09
December 31, 2014			4.50			5.70
March 31, 2015			4.91			6.63
June 30, 2015			5.31			6.39
September 30, 2015			4.55			5.97
December 31, 2015			4.34			5.40

Quarter Ended		Low				High
March 31, 2017		$	1.25			$	2.15
June 30, 2017			0.98				1.55
September 30, 2017			1.01				1.35
December 31, 2017			0.86				1.46
March 31, 2018		$	0.85			$	1.37
June 30, 2018			0.60				1.20
September 30, 2018			0.78	��			1.83
December 31, 2018			1.10				1.95

The following graph compares the total returns (assuming reinvestment of dividends) on $100 invested on December 31, 20102013 in the Common Stock (REFR), the NASDAQ Composite Index and the NASDAQ Electronic Components and Equipment Index. The stock price performance shown on the graph below reflects historical data and is not necessarily indicative of future price performance.

Comparison of 5 Year Cumulative Total Return

 

2017 2020STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

Any stockholder who intends to present a proposal for action, including the nomination of a candidate for Director, at the Company’s 20172020 Annual Meeting of Stockholders, must comply with and meet the requirements of the Company’s By-Laws and of Rule 14a-8 of the SEC. Rule 14a-8 requires, among other things, that any proposal be received by the Company at its principal executive office, 240 Crossways Park Drive, Woodbury, New York 11797, Attention: Corporate Secretary, by December 31, 2016.2019. Section 2.12 of the Company’s By-Laws (a copy of which is available upon request) sets forth the procedures that must be followed with respect to stockholder nominations, which include a requirement that the person making the nomination be a stockholder of record at the time of giving notice for such stockholders meeting and who shall be entitled to vote for the election of directors at the meeting, and that such nomination be made pursuant to timely notice in proper written form to the Secretary of the Company. To be in proper written form, such notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Company which are owned beneficially and of record by such person, (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A promulgated under the Exchange Act of 1934 (including, without limitation, such person’s written consent to being namedin the Proxy Statement as a nominee and to serving as a director if elected), and (v) any other information that is or would be required to be disclosed in a Schedule 13D promulgated under the Exchange Act regardless of whether such person would otherwise be required to file a Schedule 13D, and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Company’s books, as such stockholder, (ii) the class and number of shares of the Company which are owned beneficially and of record by such stockholder, and (iii) a description of all arrangements or understandings between such stockholder and the person nominated by such stockholder, and any interest by such stockholder in the election of the person nominated by such stockholder, and any relationship between such stockholder and the person so nominated. In addition, a person providing notice under this Section shall supplementally and promptly provide such other information as the Company otherwise requests. At the request of the Board, any person nominated by the Board for election as a director shall furnish to the Secretary of the Company that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee.

38

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Company’s directors, its executive officers, and any persons holding more than ten percent of the Common Stock are required to report their initial ownership of the Common Stock and any subsequent changes in that ownership to the SEC. Specific due dates for these reports have been established, and the Company is required to disclose in this Proxy Statement any failure to file by these dates. All of these filing requirements were satisfied on a timely basis in 2015.2018. In making these disclosures, the Company has relied solely on written representations of its directors and executive officers and copies of the reports that they have filed with the Commission.

HOUSEHOLDING INFORMATION

SEC regulations permit the Company to send a single set of proxy materials, which includes this Proxy Statement and the Annual Report to Stockholders, to two or more stockholders that share the same address. Each stockholder will continue to receive his or her own separate proxy card. Upon written or oral request, the Company will promptly deliver a separate set of proxy materials to a stockholder at a shared address that only received a single set of proxy materials for this year. If a stockholder would prefer to receive his or her own copy, please contact Dr. Van Voorhees, by telephone at (516) 364-1902, by U.S. mail at Research Frontiers Incorporated, 240 Crossways Park Drive, Woodbury, NY 11797, or by e-mail at info@SmartGlass.com. Similarly, if a stockholder would like to receive his or her own set of the Company’s proxy materials in future years or if a stockholder shares an address with another stockholder and both would like to receive only a single set of the Company’s proxy materials in future years, please contact Dr. Van Voorhees.

GENERAL AND OTHER MATTERS

Management knows of no matter other than the matters described above which will be presented to the meeting. However, if any other matters properly come before the meeting, or any of its adjournments, the person or persons voting the proxies will vote them in accordance with his, her or their best judgment on such matters.

	By Order of the Board of Directors
	JOSEPH M. HARARY,SecretarySecretary

Woodbury, New York

April 26, 201629, 2019

THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 20152018 INCLUDING FINANCIAL STATEMENTS AND ANY SCHEDULES THERETO (EXCEPT EXHIBITS), TO EACH OF THE COMPANY’S STOCKHOLDERS, UPON RECEIPT OF A WRITTEN REQUEST THEREFOR MAILED TO THE COMPANY’S OFFICES, ATTENTION: SECRETARY. REQUESTS FROM BENEFICIAL STOCKHOLDERS MUST SET FORTH A REPRESENTATION AS TO SUCH OWNERSHIP ON APRIL 18, 2016.

Exhibit A2019.

Amended and Restated
Charter of the Audit Committee
of the Board of Directors
of Research Frontiers Incorporated[PROXY CARD - FRONT]

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to assist the Board of Directors in fulfilling its oversight responsibilities. The Company’s auditors shall report directly to the Audit Committee. The Audit Committee’s primary duties and responsibilities are to:

●	Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance.
●	Monitor the independence and performance of the Company’s independent auditors and internal auditing department.
●	Provide an avenue of communication among the independent auditors, management, the internal auditing department, and the Board of Directors.

The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization. The Audit Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

For purpose of clarification, the Audit Committee’s duties also specifically include: the appointment, compensation and supervision of the Company’s auditors; resolution of any disputes between the Company’s management and its auditors; receipt and treatment of complaints regarding the company’s accounting, internal accounting controls or audits, including complaints submitted anonymously by the Company’s employees; pre-approval of all auditing and non-auditing services provided by accounting firms; and the review of the auditor’s reports, all critical accounting policies and practices used by the Company, alternative treatments of financial information and the ramifications of their use, and material written communications between accounting firms and the management of the Company.

II. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of applicable laws and regulations. The members of the Audit Committee shall be determined by the Board of Directors, each of whom shall be independent non-executive directors, free from any relationship that would interfere with the exercise of his or her independent judgment. All members of the Audit Committee shall have a basic understanding of finance andaccounting and be able to read and understand fundamental financial statements, and at least one member of the Audit Committee shall have accounting or related financial management expertise.PROXY

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Audit Committee members shall be appointed by the Board of Directors. If an audit committee Chairman is not designated or present, the members of the Audit Committee may designate a Chairman by majority vote of the Audit Committee membership.

The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Audit Committee Chairman shall prepare and/or approve an agenda in advance of each meeting. The Audit Committee should meet privately in executive session at least annually with management, the director of the internal auditing department, the independent auditors, and as a committee to discuss any matters that the Audit Committee or each of these groups believe should be discussed. In addition, the Audit Committee, or at least its Chairman, should communicate with management and the independent auditors quarterly to review the Company’s financial statements and significant findings based upon the auditors limited review procedures.

III. Audit Committee Responsibilities and Duties

Review Procedures

	1.		Review and reassess the adequacy of this Charter at least annually. Submit the Charter to the Board of Directors for approval and have the document published at least every three years in accordance with SEC regulations.
	2.		Review the Company’s annual audited financial statements prior to filing or distribution. Review should include discussion with management and independent auditors of significant issues regarding accounting principles, practices, and judgments.
	3.		In consultation with the management, the independent auditors, and the internal auditors, consider the integrity of the Company’s financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the independent auditors and the internal auditing department together with management’s responses.
	4.		Review with financial management and the independent auditors the company’s quarterly financial results prior to the release of earnings and/or the company’s quarterly financial statements prior to filing or distribution. Discuss any significant changes to the Company’s accounting principles and any items required to be communicated by the independent auditors in accordance with SAS 61 (see item 9). The Chairman of the Audit Committee may represent the entire Audit Committee for purposes of this review.

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Independent Auditors

	5.		The independent auditors are ultimately accountable to the Audit Committee and the Board of Directors. The Audit Committee shall review the independence and performance of the auditors and annually recommend to the Board of Directors the appointment of the independent auditors or approve any discharge of auditors when circumstances warrant.
	6.		Approve the fees and other significant compensation to be paid to the independent auditors.
	7.		On an annual basis, the Audit Committee should review and discuss with the independent auditors all significant relationships they have with the Company that could impair the auditors’ independence.
	8.		Review the independent auditors audit plan - discuss scope, staffing, locations, reliance upon management, and internal audit and general audit approach.
	9.		Prior to releasing the year-end earnings, discuss the results of the audit with the independent auditors. Discuss certain matters required to be communicated to audit committees in accordance with AICPA SAS 61.
	10.		Consider the independent auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

Legal Compliance

11.

On at least an annual basis, review with the Company’s counsel, any legal matters that could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.

Other Audit Committee Responsibilities

	12.		Annually prepare a report to shareholders as required by the Securities and Exchange Commission. The report should be included in the Company’s annual proxy statement.
	13.		Perform any other activities consistent with this Charter, the Company’s by-laws, and governing law, as the Audit Committee or the Board of Directors deems necessary or appropriate.
	14.		Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities.
	15.		Periodically review this Charter and recommend revisions hereto to the Corporation’s Board of Directors.

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YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
	Vote by Internet or Telephone - QUICK★★★ EASY
IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail

Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet or by telephone must be received by 7:00 p.m., Eastern Time, on June 8, 2016.

PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY OR BY PHONE.

			INTERNET/MOBILE– www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.
			PHONE– 1 (866) 894-0537 Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.
			MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

▲FOLD HERE● DO NOT SEPARATE● INSERT IN ENVELOPE PROVIDED▲

PROXY

Please mark your votes like this

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2.

1. Election of Director
	CLASS II NOMINEE:		FOR nominee listed to the left		WITHHOLD AUTHORITY to vote for nominee listed to the left
		Alexander Kaganowicz	☐		☐

2.		RATIFICATION OF THE SELECTION OF BDO USA, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.		FOR ☐		AGAINST ☐		ABSTAIN ☐
3.		In their discretion, upon such other matters as may properly come before the meeting.
If no specification is made, this proxy will be voted FOR the nominees listed above and FOR RATIFICATION of Proposal 2.
Please indicate whether or not you plan to attend the Annual Meeting on Thursday, June 9, 2016.				YES ☐		NO ☐

	COMPANY ID:
	PROXY NUMBER:
	ACCOUNT NUMBER:

Signature		Signature		Date		, 2016.
Please sign exactly as name appears above. For joint accounts, each joint owner must sign. Please give full title if signing in a representative capacity.

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Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be held June 9, 2016.

The Proxy Statement and our 2015 Annual Report to Stockholders are
available at: http://www.cstproxy.com/smartglass/2016

▲FOLD HERE● DO NOT SEPARATE● INSERT IN ENVELOPE PROVIDED▲

PROXY

RESEARCH FRONTIERS INCORPORATED

240 Crossways Park Drive, Woodbury, New York 11797-2033

THIS PROXY IS SOLICITED ON BEHALF OF

THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - June 9, 201613, 2019

The undersigned hereby appoints Robert L. Saxe and Joseph M. Harary and Seth L. Van Voorhees, or either of them, as Proxy or Proxies of the undersigned with full power of substitution to attend and to represent the undersigned at the Annual Meeting of Stockholders of Research Frontiers Incorporated to be held on June 9, 2016,13, 2019, and at any adjournments thereof, and to vote thereat the number of shares of stock of the Company the undersigned would be entitled to vote if personally present, in accordance with the instructions set forth on the reverse side hereof. Any proxy heretofore given by the undersigned with respect to such stock is hereby revoked.

The Board of Directors has fixed the close of business on April 18, 2016

Dated:____________________________________________, 2019

Please sign exactly as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting or any adjournments thereof.name appears above. For joint accounts, each joint owner must sign. Please give full title if signing in a representative capacity.

If no specification is made, this proxy will be voted FOR the nominees listed in Proposal 1, and FOR RATIFICATION of Proposal 2.

PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

[PROXY CARD - BACK]

1.	ELECTION OF DIRECTORS

	CLASS II NOMINEES: Alexander Kaganowicz
	[  ]	FORnominees listed above.
	[  ]	WITHHOLD AUTHORITY to vote for nominee listed above.

2.	RATIFICATION OF THE SELECTION OF BDO USA, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.
	[  ]  FOR       [  ]  AGAINST        [  ]  ABSTAIN
3.	ADOPTION OF the Research Frontiers Incorporated 2019 Equity Incentive Plan
	[  ]  FOR       [  ]  AGAINST        [  ]  ABSTAIN
4.	In their discretion, upon such other matters as may properly come before the meeting.

(ContinuedIf no specification is made, this proxy will be voted FOR the nominee listed above and FOR RATIFICATION of Proposal 2 and FOR ADOPTION of Proposal 3.

Please indicate whether or not you plan to be marked, dated and signed,attend the Annual Meeting on the other side)Thursday, June 13, 2019.

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[  ]  YES         [  ]  NO