Dr. Avery has served since 2021, brings relevant marketing and governance expertise, all attendance thresholds were met, she holds no overboarding concerns, and Kopin's 3-year total shareholder return of +240% significantly outperforms the peer group median of +73.2% — well above the 50-percentage-point threshold required to trigger an against vote.

Mr. Murray is the CEO and has served as a director since 2022; as an executive director he is subject to the same TSR trigger, but Kopin's 3-year return of +240% far exceeds the peer median of +73.2% — a gap of +166.8 percentage points, well above the 50-point threshold — so no TSR trigger fires, and he has clear relevant technology and defense industry experience.

Mr. Nieuwsma joined in November 2023, giving him roughly 2.5 years of tenure; the TSR trigger does not fire given strong outperformance versus peers, and his 32-year career at Collins Aerospace including senior defense electronics leadership provides directly relevant experience for Kopin's primary defense market.

Ms. Seif joined in May 2024, just under 24 months ago, placing her at the edge of the new-director exemption window; the TSR trigger does not fire in any case given Kopin's strong peer outperformance, and her extensive C-suite legal, M&A, and governance experience at Analog Devices is directly relevant to Kopin's needs.

Mr. Walsh joined in September 2024 and is within the 24-month new-director exemption period; the TSR trigger would not fire regardless given strong peer outperformance, and his background as a CFO in the semiconductor industry and his CPA qualification make him well-suited for both the Audit Committee chair role and board service generally.