Knightscope, Inc. 8-K

What Happened
Knightscope, Inc. filed an 8‑K on June 8, 2026 reporting that it entered into amended and restated employment agreements with CEO and Chairman William Santana Li (effective June 4, 2026), EVP/CFO/Secretary Apoorv S. Dwivedi (effective June 4, 2026) and EVP/Chief Intelligence & InfoSec Officer Mercedes Soria (effective June 5, 2026). The agreements set base salaries, annual bonus targets, multi‑year performance‑based cash awards tied to market‑capitalization and operational milestones, severance and change‑in‑control protections. The Compensation Committee also granted stock options on June 4, 2026 to each executive.

Key Details

• Base salaries: William Santana Li $610,500; Apoorv S. Dwivedi $440,000; Mercedes Soria $440,000. Each eligible for an annual cash bonus with a target of at least 100% of base salary.
• Market Capitalization Performance Awards: 5‑year performance period with milestones at $500M, $1B, $2B and $3B market caps (plus revenue and Adjusted EBITDA tests). Aggregate target values: Li $65,000,000; Dwivedi $35,750,000; Soria $22,750,000. Awards paid quarterly over 12 months after certification, subject to continued service; unpaid installments accelerate on certain terminations.
• Severance on “Qualifying Termination”: outside a change‑in‑control period—Li: 18 months salary continuation; Dwivedi & Soria: 12 months; pro‑rated bonus and up to 12 months COBRA coverage. During the 6 months before to 24 months after a change in control: lump sum 24 months salary, 200% of Target Bonus, up to 18 months COBRA, and full accelerated vesting of equity (performance awards vest at actual or target, whichever is greater if actual not determinable).
• Option grants (June 4, 2026): Li 1,243,116 shares; Dwivedi 710,352 shares; Soria 355,176 shares. Vesting: 25% per year over four years, subject to continued service.

Why It Matters
These agreements increase executive compensation and provide large, performance‑contingent payouts tied to market capitalization and operational goals, signaling management’s focus on long‑term growth and retention. The sizeable potential cash awards and option grants may be material for shareholders because they represent future cash obligations and potential equity dilution if milestones or option exercises occur. Investors should watch future disclosures (milestone certifications, bonus payments, equity vesting and any change‑in‑control events) for impacts on the company’s financials and share count.