INTERLINK ELECTRONICS INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The phrase “disclosure controls and procedures” refers to controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer, or CEO, and chief financial officer, or CFO, as appropriate to allow timely decision regarding required disclosure. Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of December 31, 2020, the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our CEO and CFO have concluded that as of December 31, 2020, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by the rules of the SEC for newly public companies. In addition, we are not required to include in our Annual Report on Form 10-K an attestation report of our independent registered public accounting firm on management’s assessment regarding internal control over financial reporting. Changes in Internal Controls over Financial Reporting There was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended December 31, 2020 that materially affected, or is reasonable likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. ITEM 9B. OTHER INFORMATION None. 55 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers and Directors Our business affairs are managed under the direction of our board of directors, which is currently composed of three members. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Our executive officers are appointed by our board of directors and serve until their successors have been duly elected and qualified. There are no family relationships among any of our directors or executive officers. The following table provides information regarding our directors, executive officers and other key employee as of December 31, 2020: Name Age Company Position Steven N. Bronson 54 Chairman of the Board, President, and Chief Executive Officer Ryan J. Hoffman 42 Chief Financial Officer and Secretary Albert Lu 49 Vice President, Technology Joy C. Hou 45 Director David J. Wolenski 59 Director Maria N. Fregosi 55 Director Executive Officers and Key Employee Steven N. Bronson . Mr. Bronson has over 30 years of business and entrepreneurial experience. His successful background in investment banking and principal investing has led to him taking executive positions in several companies. Mr. Bronson became our Chief Executive Officer and Chairman of our board of directors in July 2010. In March 2011, he also took on the role of President, bringing both his operational and financial expertise to the company. Since successfully turning around Interlink’s business to profitability, Mr. Bronson has focused on strategic matters, mission-critical decisions, and identification of potential acquisitions and business partnership opportunities. Mr. Bronson also serves as Interim or Acting Chief Financial Officer from time to time, when a vacancy in that officer position occurs. Mr. Bronson served as Acting Chief Financial Officer from August 18, 2020 through November 18, 2020, when Ryan J. Hoffman was appointed to that role. In July 2013, Mr. Bronson assumed the positions of President and Chief Executive Officer and Director of Qualstar Corporation (OTCMKTS: QBAK), a high-quality tape library manufacturer, and its subsidiary N2Power, Inc., a manufacturer of high efficiency power supplies for diverse electronics industries. From 1996 until November 2014, Mr. Bronson served as Chief Executive Officer and Chairman of Bronson & Co., LLC, an investment banking firm. Since October 2008, Mr. Bronson also has served as Chief Executive Officer and Chairman of BKF Capital Group, Inc. (OTCMKTS: BKFG), a publicly traded company operating through its wholly-owned subsidiaries, BKF Investment Group, Inc. and BKF Asset Holdings, Inc. Mr. Bronson also is Chairman of the Board and Chief Executive Officer of Ridgefield Acquisition Corporation (OTCMKTS: RDGA), a publicly traded company with no principal operations or revenue producing activities that is seeking to acquire an operating entity. Mr. Bronson currently holds series 4, 7, 24, 53, 55, 63, 65, 66 and 79 licenses. Mr. Bronson was selected to serve on our board of directors because of the perspective and experience he brings as our largest stockholder, his extensive experience with technology companies, and his experience serving as a senior executive officer of a public company. Ryan J. Hoffman . Mr. Hoffman has served as our Chief Financial Officer since November 2020, joining Interlink with more than two decades of auditing and professional experience accrued at two top global accounting firms. He previously spent 16 years at the accounting firm RSM and was a partner at the firm for his last five years. There, he successfully led audits of global companies in industries that include technology, consumer products, and manufacturing. While there, he cultivated a specialization in software and multiple-element revenue recognition accounting and auditing. Prior to that, he worked for the Big Four accounting firm Ernst & Young. Mr. Hoffman graduated with a degree in accounting from Chapman University and is a licensed CPA. He is also the Chief Financial Officer of Qualstar Corporation (OTCMKTS: QBAK), Qualstar Corporation’s wholly owned subsidiary N2Power, Inc. and BKF Capital Group, Inc. (OTCMKTS: BKFG). 56 Albert Lu . Dr. Lu served as our Chief Technology Officer from February 2014 through December 2020, and has served as our Vice President, Technology since December 2020, and is based in Singapore at our wholly-owned subsidiary, Interlink Electronics Singapore Private Limited. Prior to joining Interlink, for over 15 years Dr. Lu had made significant R&D contributions to the Singapore Institute of Manufacturing Technology, or SIMTech, which develops high-value manufacturing technology and human capital to enhance the competitiveness of Singapore’s manufacturing industry. SIMTech is a research institute of the Agency for Science, Technology and Research (A*STAR). Dr. Lu’s most recent role was Program Manager of the Large Area Processing Program, where he established and spearheaded Singapore’s key R&D facility and pilot line for roll-to-roll manufacturing of functional films and printed electronics. In his other technology leadership roles at SIMTech, Dr. Lu orchestrated R&D collaborations and industry consortia in disruptive and emerging technology platforms that included embedded passives, broadband communications, and electronics packaging with multinational corporations and local enterprises. Dr. Lu earned both a Ph.D. and B. Eng. in electrical engineering from the University of Manchester, Institute of Science and Technology in the United Kingdom. Dr. Lu also received the Lee Kuan Yew Award for Mathematics and Science in Singapore and the Institution of Electrical Engineers Prize in the United Kingdom. Non-Employee Directors Maria N. Fregosi. Ms. Fregosi joined our board of directors in February 2021. Ms. Fregosi is Chief Investment Officer of Home Point Capital Inc. (NASDAQ:HMPT), a leading residential mortgage originator and servicer, where she is responsible for managing and monitoring the company’s investments. Ms. Fregosi is a founding member of Home Point Capital, and previously served as its Chief Financial Officer from 2018 to 2020 as well as its Chief Strategy Officer and Chief Capital Markets Officer from 2015 to 2018. Ms. Fregosi has served as a member of the Board of Home Point Mortgage Acceptance Corp. since 2020. Prior to joining Home Point Capital, Ms. Fregosi served as Chief Capital Markets Officer for Hamilton Group Funding, a retail mortgage loan originator. In addition, Ms. Fregosi served as the Chief Operating Officer and Chief Compliance Officer of Catalyst Financial, a full-service value-based investment banking firm, and simultaneously the Chief Operating Officer for BKF Capital Group, Inc., a publicly traded investment company founded by Steven Bronson, our Chief Executive Officer. Ms. Fregosi also served as Chief Operating Officer and Chief Financial Officer of Client First Settlement Funding, a boutique specialty finance company, and as an Executive Vice President at ABN AMRO Bank. Ms. Fregosi holds a Master of Business Administration in Finance from the University of Rochester’s Simon School and is a Summa Cum Laude graduate with a Bachelor of Arts in Economics from SUNY Buffalo State College. Ms. Fregosi was selected to serve on our board of directors because of her extensive business experience in working with publicly held companies in the investment banking and financial services industries. Joy C. Hou . Ms. Hou joined our board of directors in June 2020. Ms. Hou presently is the CEO and Co-Founder of MREN, Inc., an enterprise technology platform serving the commercial real estate industry since 2013. Ms. Hou has over 30 years of business and entrepreneurial experience in finance, technology, and management. Prior to MREN, Ms. Hou was the CEO and Co- Founder of RAISC, Inc., a tech-enabled bank distressed asset platform that centralized data for over $3B of commercial real estate assets and supported the disposition of over $1.5B of assets. In addition, Ms. Hou spent over 10 years on Wall Street where she held various debt and equity investment positions at Donaldson, Lufkin & Jenrette, Lehman Brothers and served as the Head of Hospitality Practice at Barclays Capital. Ms. Hou is currently on the Board of Cornell Asian Alumni Association as the Vice President of University Relations and had previously served on the Board of Country Montessori School. Ms. Hou holds a Bachelor of Science degree from Cornell University’s School of Hotel Administration with Distinction. Ms. Hou was selected to serve on our board of directors because of her extensive business experience in working with technology companies, as both a Wall Street banker and entrepreneur. 57 David J. Wolenski . Mr. Wolenski joined our board of directors in June 2020. He currently serves as President and on the Board of Director of Electro-Mechanical Products, Inc., a privately held company engaged in the manufacture of precision-machined components and thermal management systems for the semiconductor, laser, and medical device industries. From 1996 to 2000, Mr. Wolenski was Chief Executive Officer of OZO Automation, Inc. (OTCBB:OZOA), a publicly-traded company that produced robotic workstations for the electronics industry. As Chief Executive Officer, he also managed the sale of OZO’s assets to JOT Automation of Olunsalo, Finland, and served as President of their Depaneling subsidiary from 2000 to 2001. From 1983 to 1996, Mr. Wolenski held various positions with Johns Manville Corporation, a worldwide leader in fiberglass insulations and engineered products, which included managerial assignments in manufacturing, business development, and quality assurance. His past board affiliations have included Qualstar Corporation (OTCMKTS: QBAK), where he was a director from 2014 until June 2020; OZO Automation, Inc., where he was a director from 1996 to 1999; and Bio-Medical Automation, Inc., where he was a director from 1999 to 2000. Mr. Wolenski holds a BS degree in Mechanical Engineering from the University of Colorado at Boulder (1983), and an MBA from the University of Colorado at Denver (1990). Mr. Wolenski was selected to serve on our board of directors because of his senior executive management experience at privately-held and publicly-held manufacturing companies and his prior experience as a director of other companies. Code of Ethics Interlink has adopted a written Code of Business Conduct and Ethics, which complies with the requirements for a code of ethics pursuant to Item 406(b) of Regulation S-K under the Exchange Act, which applies to our chief executive officer, chief financial officer and persons performing similar functions. A copy of the Code of Business Conduct and Ethics is posted on the “Investors” section of our website at www.interlinkelectronics.com. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website. A copy of the Code of Business Conduct and Ethics will be provided, without charge, to any shareholder who sends a written request to our Chief Financial Officer at Interlink Electronics, Inc., 1 Jenner, Suite 200, Irvine, CA 92618. Stockholder Recommendations and Nominations of Candidates for Election to the Board of Directors Our board of directors has established a nominating and governance committee, which is responsible for, among other things: evaluating and making recommendations regarding the composition, organization and governance of our board of directors and its committees; identifying, recruiting and nominating director candidates to the board if and when necessary; evaluating and making recommendations regarding the creation of additional committees or the change in mandate or dissolution of committees; reviewing and making recommendations with regard to our corporate governance guidelines and compliance with laws and regulations; and reviewing and approving conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by the audit committee. The nominating and governance committee employs a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, the nominating and governance committee will consider the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors. Some of the qualifications that the committee considers include, without limitation, issues of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. The nominating and governance committee requires the following minimum qualifications to be satisfied by any nominee for a position on our board of directors: (i) the highest personal and professional ethics and integrity, (ii) proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, (iii) skills and expertise that are complementary to those of the existing members of our board of directors, (iv) the ability to assist and support management and make significant contributions to the company’s success, and (v) an understanding of the fiduciary responsibilities that are required of a member of our board of directors, and the commitment of time and energy necessary to diligently carry out those responsibilities. Other than the foregoing, there are no stated minimum criteria for director nominees, although the nominating and governance committee may also consider other factors that it may deem, from time to time, in our and our stockholders’ best interests. The nominating and governance committee may also take measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the nominating and governance committee, the board of directors, or management. 58 Although the board of directors does not maintain a specific policy with respect to board diversity, the board of directors believes that the board should be a diverse body, and the nominating and governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, the nominating and governance committee may take into account the benefits of diverse viewpoints. After completing its review and evaluation of director candidates, the nominating and governance committee recommends to the full board of directors the director nominees for election. The nominating and governance committee also considers these and other factors as it oversees the annual board of director and committee evaluations. The nominating and governance committee will consider candidates for nomination to the board of directors recommended by any stockholder holding at least one percent (1%) of the fully diluted capitalization of Interlink for at least twelve months prior to the date that the recommendation is submitted. The committee will evaluate recommendations in accordance with its charter, our bylaws, our policies and procedures for director candidates, as well as the nominee criteria described above. This process is designed to ensure that the board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. A stockholder wishing to recommend a candidate for nomination should contact our Secretary in writing, at the address indicated in the next paragraph. The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve on our board of directors, information regarding any relationships between the candidate and Interlink and evidence of the recommending stockholder’s ownership of our common stock. The recommendation must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for board of directors membership. Our nominating and governance committee has sole discretion to decide which individuals to recommend for nomination as directors. A stockholder of record can nominate a candidate directly for election to the board by complying with the rules and regulations of the Securities and Exchange Commission. An eligible stockholder who wishes to submit a nomination should review the statutory requirements for nominations by stockholders. Any nomination should be sent in writing to the company, addressed to the attention of the Secretary at Interlink Electronics, Inc., 1 Jenner, Suite 200, Irvine, California 92618. The notice must comply with applicable federal and state law. Audit Committee Our board of directors has established an audit committee, which is responsible for, among other things: appointing, overseeing, and if need be, terminating any independent auditor; assessing the qualification, performance and independence of our independent auditor; reviewing the audit plan and pre-approving all audit and non-audit services to be performed by our independent auditor; reviewing our financial statements and related disclosures; reviewing the adequacy and effectiveness of our accounting and financial reporting processes, systems of internal control and disclosure controls and procedures; reviewing our overall risk management framework; overseeing procedures for the treatment of complaints on accounting, internal accounting controls, or audit matters; reviewing and discussing with management and the independent auditor the results of our annual audit, reviews of our quarterly financial statements and our publicly filed reports; reviewing and approving related person transactions; and preparing the audit committee report that the SEC requires in our annual proxy statement. Ms. Fregosi, Mr. Wolenski and Ms. Hou, each of whom is a non-employee member of our board of directors, serve on our audit committee. Our board of directors has determined that each of the members of the audit committee satisfies the requirements for independence and financial literacy under the rules and regulations of the SEC as well as those applicable to companies listed on The Nasdaq Stock Market. 59 ITEM 11. EXECUTIVE COMPENSATION Processes and Procedures for Compensation Decisions The compensation committee of our board of directors is responsible for the executive compensation programs for our executive officers and reports to the board on its discussions, decisions and other actions. Typically, our chief executive officer makes recommendations to our compensation committee, often attends committee meetings and is involved in the determination of compensation for the executive officers that report to him, except that he does not make recommendations as to his own compensation. Our chief executive officer makes recommendations to our compensation committee regarding short-term and long-term compensation for all executive officers, excluding himself, based on our results, an individual executive officer’s contribution toward these results and performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer other than the chief executive officer, as well as each individual compensation component. The compensation committee makes recommendations to the board regarding compensation for the chief executive officer. The independent members of the board make the final decisions regarding executive compensation for our chief executive officer. The compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. The compensation committee has not retained the services of a compensation consultant since 2016. Summary Compensation Table The following table provides information regarding the compensation of our named executive officers during 2020 and 2019. As a “smaller reporting company,” as such term is defined in the rules promulgated under the Exchange Act, we are required to provide compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. At December 31, 2020, we had two persons, Messrs. Bronson and Hoffman, serving as executive officers. Dr. Lu served as an executive officer during 2020 until a change in his position in December 2020. We are presenting compensation information for Messrs. Bronson and Hoffman and Dr. Lu, who we refer to as our “named executive officers.” Name and Principal Position Year Salary ($) Bonus ($) All Other Compensation (1) ($) Total ($) Steven N. Bronson 2020 300,000 — 1,677 301,677 Chief Executive Officer, President, Chief Financial Officer and Chairman of the Board 2019 300,000 — 897 300,897 Albert Lu (2) 2020 220,925 — — 220,775 Vice President, Technology 2019 224,094 18,667 — 242,761 Ryan J. Hoffman (3) 2020 12,079 — 16 12,095 Chief Financial Officer 2019 — — — — (1) Consists of the taxable cost of group term life insurance coverage. (2) Dr. Lu served as our Chief Technology Officer from 2014 until December 2020, when he was re-assigned to a different position within Interlink as part of the move of our R&D operations from our facility in Singapore, where Dr. Lu is located, to our new Global Product Development and Materials Science Center in Camarillo, California. Dr. Lu now serves as our Vice President, Technology, a non-executive officer position. Dr. Lu received a discretionary bonus in 2019 based on his performance for the year. Dr. Lu is paid in Singapore Dollars. For the purposes of this table, salary and bonus amounts paid to Dr. Lu in Singapore Dollars were converted to U.S. Dollars using the Accounting Rate for 2019 (1.3660 Singapore Dollars to the U.S. Dollar) and for 2020 (1.3796 Singapore Dollars to the U.S. Dollar) for fiscal years 2019 and 2020, respectively. The “Accounting Rate” for any month is the exchange ratio of the relevant reference currency to one U.S. Dollar for the last business day of the preceding fiscal month, as published by the U.S. government. (3) Mr. Hoffman joined Interlink in November 2020. 60 Outstanding Equity Awards at Fiscal Year End None Executive Officer Employment Letters We have entered into employment agreements with each of the named executive officers. With the exception of his own arrangement, each of these employment agreements was negotiated on our behalf by our Chief Executive Officer with the oversight and approval of the compensation committee of the board. Steven N. Bronson We entered into an employment agreement with Steven N. Bronson, our Chairman, President and Chief Executive Officer, on July 7, 2016. The employment agreement was for an original term of one year and automatically renews for additional one-year periods unless either party elects not to renew or it is otherwise terminated, in either case pursuant to its terms. Pursuant to his employment agreement, Mr. Bronson receives an annual base salary, currently $300,000, and is entitled to earn and receive bonus compensation based upon the achievement of performance goals, as determined by our compensation committee, in accordance with a bonus plan adopted by us for the applicable year. Mr. Bronson also is entitled to participate in our benefit plans, including health insurance, life insurance, disability insurance, and retirement plans. If Mr. Bronson’s employment terminates due to his death or disability, Mr. Bronson or his beneficiaries will be entitled to receive his base compensation to the end of the monthly pay period immediately following the date of termination and any accrued bonus payments, and all of Mr. Bronson’s unvested and outstanding equity awards shall immediately vest and become exercisable. If Mr. Bronson’s employment is terminated by him for “good reason”, or by us without “cause”, Mr. Bronson will be entitled to receive his base compensation to the date of termination, severance pay equal to twelve months of his base compensation, any earned bonus compensation, employee benefits for twelve months following the date of termination, and any vested company match 401(k) or other retirement contribution, and all of Mr. Bronson’s unvested and outstanding equity awards shall immediately vest and become exercisable. Mr. Bronson’s employment agreement also provides that upon a “change of control” of Interlink, Mr. Bronson is entitled to receive an amount in cash equal to twelve months of his base salary then in effect, and all of Mr. Bronson’s unvested and outstanding equity awards shall immediately vest and become exercisable. Ryan J. Hoffman We entered into an employment arrangement with Ryan J. Hoffman, our Chief Financial Officer, in November 2020. The employment arrangement provides for an annual base salary, which currently is $190,000 and an annual bonus of up to 25% of base salary. Because Mr. Hoffman also serves as Chief Financial Officer for Qualstar Corporation, a portion his compensation is charged to Qualstar Corporation based on the approximate amount of time Mr. Hoffman devotes to Interlink and Qualstar Corporation. Mr. Hoffman’s employment arrangement provides for “at will” employment and may be terminated at any time by either party. Mr. Hoffman is not entitled to any termination or “change of control” payments or benefits under his employment agreement. Albert Lu We entered into an employment agreement with Albert Lu, our Vice President, Technology, in February 2014. The employment agreement provides for an annual base salary, which currently is $190,000 USD and an annual bonus of up to 20% of base salary. Dr. Lu’s compensation is paid in Singapore dollars (SGD). Dr. Lu also received a restricted stock unit award of 80,000 shares of common stock pursuant to his employment agreement, 50% of which vested on each of January 31, 2018 and January 31, 2019. Dr. Lu’s employment agreement provides for “at will” employment and may be terminated at any time by either party on one month’s written notice. Dr. Lu is not entitled to any termination or “change of control” payments or benefits under his employment agreement. 61 Pension Benefits and Nonqualified Deferred Compensation We do not provide a pension plan for our employees, and none of our named executive officers participated in a nonqualified deferred compensation plan in 2020. 401(k) Plan We maintain a tax-qualified retirement plan, or the 401(k) plan, that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) plan as of the first day of the month following the date they meet the 401(k) plan’s eligibility requirements, and participants are able to defer up to 60% of their eligible compensation subject to applicable annual Code limits. All participants’ interests in their deferrals are 100% vested when contributed. The 401(k) plan permits us to make matching contributions and profit-sharing contributions to eligible participants. The match is limited to 50% of base salary up to $500. Non-Employee Director Compensation Director Compensation Table The following table details the total compensation earned by our non-employee directors in fiscal year 2020: Director Fees Earned or Paid in Cash ($) Total ($) Angela Blatteis (1) 5,000 5,000 Frank Levinson (1) 5,000 5,000 Joy C. Hou (2) 10,833 10,833 David J. Wolenski (2) 10,833 10,833 Maria N. Fregosi (3) — — (1) Ms. Blatteis and Mr. Levinson resigned as directors in May 2020 and June 2020, respectively. (2) Ms. Hou and Mr. Wolenski became directors in June 2020. (3) Ms. Fregosi became a director in February 2021. No director held stock options or restricted stock awards as of December 31, 2020. Outside Director Compensation Policy Our board of directors has adopted a policy for the compensation for our non-employee directors, or the Outside Directors. Outside Directors will receive compensation in the form of equity and cash, as described below: · Initial Equity Award. Each person who first becomes an Outside Director will be granted common stock with a grant date fair value equal to $5,000. These awards will be granted on the date of the first meeting of our board of directors or compensation committee occurring on or after the date on which the individual first became an Outside Director. Ms. Hou and Mr. Wolenski, who became directors in June 2020, received cash awards of $5,000 each in lieu of this initial equity award. · Annual Equity Award . Annually, on July 15, each Outside Director who has served on our board of directors for at least the preceding six months will be granted common stock with a grant date fair value equal to $5,000. · Cash Compensation . Each Outside Director receives an annual retainer of $10,000 in cash for serving on our board of directors, or the Annual Fee. The Annual Fee is paid in quarterly installments to each Outside Director who has served in the relevant capacity for the immediately preceding fiscal quarter no later than 30 days following the end of such preceding fiscal quarter. An Outside Director who has served in the relevant capacity for only a portion of the immediately preceding fiscal quarter will receive a prorated payment of the quarterly payment of the Annual Fee. 62 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information with respect to the beneficial ownership of our common stock as of December 31, 2020, for: • each of our named executive officers; • each of our directors; • all of our executive officers and directors as a group; and • each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable community property laws. We have based percentage ownership of our common stock on 6,600,550 shares of our common stock outstanding as of December 31, 2020. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of common stock subject to options held by the person that are currently exercisable or exercisable within 60 days of December 31, 2020, as well as all shares of common stock issuable pursuant to restricted stock units held by the person that are subject to vesting conditions expected to occur within 60 days of December 31, 2020. However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Interlink Electronics, Inc., 1 Jenner, Suite 200, Irvine, California 92618. Common Stock Beneficially Owned Name of Beneficial Owner Number Percentage Named Executive Officers and Directors: Steven N. Bronson (1) 5,448,698 82.5 % Albert Lu 80,000 1.2 % Ryan J. Hoffman — — Joy C. Hou (2) 11,000 0.2 % David J. Wolenski — — Maria N. Fregosi — — All executive officers and directors as a group (6 persons) 5,539,698 83.9 % Other 5% Stockholders: BKF Asset Holdings, Inc. (3) 993,658 15.1 % (1) Consists of (i) 4,249,040 shares of common stock held by Mr. Bronson individually and jointly with his spouse, (ii) 993,658 shares of common stock held by BKF Asset Holdings, Inc. and (iii) 206,000 shares of common stock held separately by Mr. Bronson’s spouse. (2) Consists of (i) 6,250 shares of common stock held Ms. Hou jointly with her spouse and (ii) 4,750 shares of common stock held Ms. Hou’s minor child. (3) BKF Asset Holdings, Inc. is a wholly-owned subsidiary of BKF Capital Group, Inc. Steven N. Bronson, Chairman, Chief Executive Officer and majority stockholder of BKF Capital Group, Inc., has voting and dispositive power with respect to these securities. 63 Securities Authorized for Issuance under Equity Compensation Plans The following table summarizes certain information about our equity compensation plans as of December 31, 2020. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders (1)  — — 1,538,543 Equity compensation plans not approved by security holders — — — Total — — 1,538,543 (1) Consists of our 2016 Omnibus Incentive Plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions We describe below transactions, and series of related transactions, since January 1, 2019 to which we were or will be a party, in which: • the amounts involved exceeded or will exceed $120,000 or 1% of our average total assets at December 31, 2020 and 2019; and • any of our directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock, or their immediate family members, had or will have a direct or indirect material interest. Other than as described below, there has not been, nor is there any currently proposed, transaction or series of related transactions to which we have been or will be a party other than compensation arrangements for our directors and executive officers, which are described in this Form 10-K under Part III, Item 11, “Executive Compensation.” Cost Sharing Arrangements Steven N. Bronson, our Chairman of the Board, President, and Chief Executive Officer, and Ryan J. Hoffman, our Chief Financial Officer, simultaneously serve as officers and, in the case of Mr. Bronsons, a director of Qualstar Corporation, or Qualstar, and BKF Capital Group, Inc., or BKF Capital. Mr. Bronson serves as President and Chief Executive Officer and as a director of Qualstar and as the Chairman of the Board and Chief Executive Officer for BKF Capital. Mr. Hoffman serves as Chief Financial Officer of each of Qualstar and BKF Capital. We have entered into the following cost sharing arrangements with Qualstar and BKF Capital: Irvine, CA Facility : We entered into a sublease agreement for our corporate headquarters office facility in Irvine, California in June 2020. We have facilities agreements with both Qualstar and BKF Capital to allow each to use of a portion of these premises, and have agreed to split substantially all rent and lease-related costs on an apportioned basis according to the approximate relative usage levels by each entity. For the year ended December 31, 2020, Qualstar paid us $67 thousand for its use of our Irvine office facility. For the year ended December 31, 2020, BKF Capital paid us $2 thousand for its use of our Irvine office facility. Camarillo, CA Facility : We have a facilities agreement with Qualstar to allow us to use a portion of the office and warehouse facility leased by Qualstar in Camarillo, California, and we have agreed to split substantially all rent and lease related costs on an apportioned basis according to the approximate relative usage levels by each entity. We had a similar arrangement with Qualstar for its Simi Valley, California facility prior to Qualstar’s move to Camarillo. For the years ended December 31, 2020 and 2019, we paid Qualstar $50 thousand and $21 thousand, respectively, for our use of its Camarillo and Simi Valley facilities. 64 Consulting Agreements : We have entered into various consulting agreements with Qualstar. Pursuant to the consulting agreements, certain of the parties’ respective employees and independent contractors provide operational, sales, marketing, general and administrative services to the other entity. We also occasionally pay certain travel and other operating expenses incurred by Qualstar and its employees, for which we are reimbursed. Interlink provided such consulting services and advances to Qualstar in the amounts of $578 thousand and $269 thousand for the years ended December 31, 2020 and 2019, respectively. Qualstar provided such consulting services and advances to Interlink in the amounts of $73 thousand and $52 thousand for the years ended December 31, 2020 and 2019, respectively. Indemnification Agreements We have entered into indemnification agreements with each of our current directors and executive officers. The indemnification agreements and our articles of incorporation and by-laws require us to indemnify our directors and officers to the fullest extent permitted by Nevada law. Policies and Procedures for Related Party Transactions Our audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 or 1% of our average total assets at December 31, 2020 and 2019 and in which a related person has or will have a direct or indirect material interest. Our policy regarding transactions between us and related persons provides that a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. Our audit committee charter provides that our audit committee shall review and approve or disapprove any related party transactions. Director Independence We are not currently listed on any national securities exchange that has a requirement that any members of the board of directors be independent. However, in evaluating the independence of its members and the composition of the committees of the board of directors, the board utilizes the definition of “independent director” as that term is defined by the rules of The Nasdaq Stock Market, LLC, or Nasdaq. Under the Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the Nasdaq rules, a director will only qualify as an ‘‘independent director’’ if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise or interfere with such director’s ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors has determined that Ms. Fregosi, Ms. Hou, and Mr. Wolenski are “independent directors” as defined under applicable Nasdaq rules and regulations. Because Mr. Bronson is employed by Interlink, he does not qualify as independent. Angela Blatteis and Frank Levinson, who served as directors until May 2020 and June 2020, respectively, were each determined to be independent during the time they served on the Board. In addition, our board of directors has established an audit committee, a compensation committee and a nominating and governance committee. Ms. Fregosi, Ms. Hou, and Mr. Wolenski, each of whom is a non-employee member of our board of directors, serve on these board committees. Our board of directors has determined that each of Ms. Fregosi, Ms. Hou, and Mr. Wolenski satisfies the requirements for independence and, in the case of the audit committee, financial literacy for service on the audit committee, compensation committee and nominating and governance committee under applicable Nasdaq rules. 65 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services Consistent with requirements of the SEC and the Public Company Accounting Oversight Board, or PCAOB, regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our audit committee has a policy for the pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Before the establishment of our audit committee in July 2020, the duties and responsibilities of the audit committee were performed by our full board of directors. Before engagement of the independent registered public accounting firm for the next fiscal year’s audit, the independent registered public accounting firm submits a detailed description of services expected to be rendered during that year for each of the following categories of services to the audit committee for approval: · Audit services. Audit services include the annual financial statement audit (including required quarterly reviews) and other procedures required to be performed by the independent auditor to form an opinion on our consolidated financial statements. Audit services also include, as necessary, the attestation engagement for the independent auditor’s report on management’s report on internal controls for financial reporting. Other audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC. · Audit-related services. Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor. · Tax Services. Tax services include services related to tax compliance, tax planning and tax advice. · All Other Services. All other services are those services not described in the other categories that are not prohibited by SEC rules. The audit committee pre-approves particular services or categories of services on a case-by-case basis. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the services must be pre-approved by the audit committee, or as permitted, the audit committee chair, before the independent registered public accounting firm is engaged. Pre-approval fee levels or budgeted amounts for all services to be provided by the independent registered public accounting firm are established annually by the audit committee. Any proposed services exceeding these levels or amounts require specific pre-approval by the audit committee, or the audit committee chair. All fees paid to RBSM LLP for the fiscal years ended December 31, 2020 and 2019 were pre-approved by the audit committee or, before establishment of our audit committee in July 2020, by the full board of directors in accordance with the process described in the policy above. Fees Paid to Independent Registered Public Accounting Firm The following table presents fees billed to us by RBSM LLP, our independent registered public accounting firm, for professional audit services and other services for the fiscal years ended December 31, 2020 and 2019. 2020 2019 Audit Fees (1) $ 175,000 $ 18,000 Audit-Related Fees (2) 8,500 — Tax Fees (3) — — All Other Fees (4) 2,488 — Total Fees $ 185,988 $ 18,000 (1) “Audit Fees” consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, review of our quarterly financial statements presented in our quarterly reports on Form 10-Q, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the fiscal year. (2) “Audit-Related Fees” consist of fees incurred for professional services that are reasonably related to the performance of the audit or review of the company’s financial statements. Audit-related fees for 2020 include fees for professional services rendered in connection with the registration of shares pursuant to our registration statement on Form S-8 that we filed with the SEC during 2020. (3) “Tax Fees” consist of fees incurred for professional services rendered in connection with tax audits, tax compliance, and tax consulting and planning. (4) “All Other Fees” relate to professional services not included in the categories above, including services related to other regulatory reporting requirements. All other fees for 2020 include reimbursement of direct, out-of-pocket expenses. 66 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES We have filed the following documents as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included in our consolidated financial statements and related notes. 3. Exhibits The following exhibits are filed as part of this Annual Report on Form 10-K. Exhibit Incorporated by Reference Filed Number Exhibit Description Form File Number Exhibit Filing Date Herewith 3.1 Articles of Incorporation of the Registrant 10 000-21858 3.1 February 17, 2016 3.2 Bylaws of the Registrant 10 000-21858 3.2 February 17, 2016 3.3 Amendment to Bylaws of the Registrant 10 000-21858 3.3 February 17, 2016 4.1 Form of the Registrant’s common stock certificate 10 000-21858 4.1 February 17, 2016 10.1* Form of Indemnification Agreement between the Registrant and each of its directors and officers 10 000-21858 10.1 February 17, 2016 10.2* Employment Agreement, dated July 7, 2016, between the Registrant and Steven N. Bronson 8-K 001-37659 10.1 July 11, 2016 10.3* Employment Agreement, dated January 31, 2014, between Interlink Electronics Singapore Private Limited and Albert Lu Chee Wai 10 000-21858 10.4 February 17, 2016 10.4* Interlink Electronics, Inc. 2016 Omnibus Incentive Plan 8-K 001-37659 10.1 June 22, 2016 10.5 Sublease, dated June 8, 2020, by and between Overland, Pacific & Cutler, LLC and Interlink Electronics, Inc. 10-12G 000-21858 10.6 August 4, 2020 10.6* Employment Offer Letter, dated November 4, 2020, between the Registrant and Ryan J. Hoffman 8-K 000-21858 10.1 November 17, 2020 67 Exhibit Incorporated by Reference Filed Number Exhibit Description Form File Number Exhibit Filing Date Herewith 21.1 List of Subsidiaries X 23.1 Consent of RBSM LLP X 24.1 Power of Attorney (included on signature page) X 31.1 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1# Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS XBRL Instance Document X 101.SCH XBRL Taxonomy Extension Schema Document X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB XBRL Taxonomy Extension Label Linkbase Document X 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X * Each a management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-K. # The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Interlink Electronics, Inc. under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing. ITEM 16. FORM 10-K SUMMARY None. 68 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 16, 2021 Interlink Electronics, Inc. By: /s/ Ryan J. Hoffman Ryan J. Hoffman Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven N. Bronson and Ryan J. Hoffman, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him, and in his name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Steven N. Bronson Chief Executive Officer, President and Chairman of March 16, 2021 Steven N. Bronson the Board of Directors (Principal Executive Officer) /s/ Ryan J. Hoffman Chief Financial Officer and Secretary March 16, 2021 Ryan J. Hoffman ( Principal Financial and Accounting Officer ) /s/ Maria N. Fregosi Director March 16, 2021 Maria N. Fregosi /s/ Joy C. Hou Director March 16, 2021 Joy C. Hou /s/ David J. Wolenski Director March 16, 2021 David J. Wolenski 69