Joseph DeVivo
About Joseph DeVivo
Joseph M. DeVivo (age 58) has served as President, Chief Executive Officer, and Chairperson of Butterfly Network since April 24, 2023. He previously led Teladoc’s Hospitals & Health Systems unit, was CEO of InTouch Health (acquired by Teladoc), and CEO/Director of AngioDynamics; he holds a B.S. in Business Administration from the University of Richmond . Under his tenure, Butterfly aligned annual bonuses to revenue, EBITDA, and operational milestones (iQ3 launch; Home Care agreements), paying 125% of target for 2024; pay-versus-performance disclosure shows low TSR in 2023 improving in 2024, with net losses narrowing from 2023 levels though still negative .
Recent quarterly performance:
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue ($) | 16,516,000 | 17,656,000 | 21,487,000 | 20,561,000 | 22,351,000 | 21,225,000 | 23,383,000 | 21,489,000 |
| EBITDA ($) | -44,173,000* | -18,680,000* | -13,993,000* | -12,953,000* | -15,825,500* | -15,404,000* | -12,031,000* | -30,490,000* |
| * Values retrieved from S&P Global. |
Pay-versus-performance (company TSR and net income context):
- Value of $100 investment in BFLY stock: $16.14 (2023), $46.64 (2024) .
- Net income: $(133.7)M (2023), $(72.5)M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teladoc Health | President, Hospital & Health Systems | 2020–2022 | Led enterprise virtual care for health systems; post-InTouch integration leadership . |
| InTouch Health | CEO and Director | 2016–2020 | Scaled telehealth platform; sold to Teladoc in 2020 . |
| AngioDynamics | President, CEO and Director | 2011–2016 | Public medtech leadership in vascular devices . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Quantum Surgical | Director | Current | Publicly disclosed current board role . |
| American Telemedicine Association | Treasurer, Board | Current | Industry leadership position . |
| Caption Health | Executive Chairman (prior) | Pre-2023 | Company acquired by GE Healthcare . |
| St. Jude Children’s Research Hospital | Board of Governors | Prior | Noted in appointment 8-K . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 588,942 | 875,000 | 2025 base increased to $901,000 effective 1/1/25 . |
| Target Bonus (% of Base) | 125% | 125% | Set in employment agreement and proxy . |
| Actual Cash Bonus ($) | 601,712 (plus $500,000 sign-on) | 1,367,000 | 2024 payout = 125% of target . |
| All Other Comp ($) | 630 | 7,641 | Cell phone and 401(k) match . |
Performance Compensation
Annual bonus framework (2024):
| Metric | Weight | Target | Actual | Weighted Payout | Notes |
|---|---|---|---|---|---|
| Revenue | 60% | Not disclosed | $82M | 75% | 50% min threshold; up to 150% payout . |
| EBITDA | 20% | Not disclosed | $(38)M | 30% | Adjusted EBITDA metric . |
| Regulatory milestone | 5% | Specialty 510(k) submission | Not achieved | 0% | . |
| “Butterfly Garden” | 5% | Specialty 510(k) submission | Not achieved | 0% | . |
| Services/Home | 5% | Initiate 2 of IRB/contract at-risk | Achieved | 10% | . |
| Product | 5% | iQ3 and iQ+ Bladder U.S. launch | Achieved | 10% | . |
| Total Payout (CEO) | — | — | — | 125% | Board approved 125% for CEO . |
Equity awards and vesting:
| Grant | Date | Type | Shares/Units | Vesting Terms |
|---|---|---|---|---|
| Initial RSU | 4/24/2023 | Time-based RSU | 2,400,000 | 1/3 on grant date; remainder pro rata over next 2 years . |
| Initial PSU | 4/24/2023 | Performance RSU | 1,600,000 | 1/3 at $3.00; 1/3 at $4.50; 1/3 at $6.00 (20 consecutive trading days within 5 years); service condition; CoC price substitution for achieved tranches . |
| Annual RSU | 3/6/2024 | Time-based RSU | 1,930,147 | 33% on 3/1/2025; remaining in equal annual installments thereafter . |
| Annual RSU | 3/6/2024 | Time-based RSU | 965,074 | 50% on 3/1/2025; 50% on 3/1/2026 . |
Outstanding equity at 12/31/2024 (select):
- Unvested RSUs (time-based): 800,000 (from 2023 grant) .
- Unearned PSUs (market condition): 1,066,667 at $4.50 and $6.00 hurdles remaining .
- Additional unvested 2024 RSUs: 1,930,147 and 965,074 with 2025/2026 vest dates .
Clawback: Dodd-Frank-compliant policy effective Oct 2, 2023 requires recovery of excess incentive comp upon restatement (3-year lookback) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 3,548,510 Class A shares (1.6% of Class A) as of April 1, 2025; includes 2,748,510 owned plus 800,000 RSUs vesting within 60 days . |
| Ownership vs SO | 1.6% of Class A outstanding; not a holder of Class B (super-voting) . |
| Vested vs Unvested | As above; plus PSUs 1,066,667 unearned; 2024 RSUs 1,930,147 and 965,074 unvested at 12/31/24 . |
| Options | None disclosed for DeVivo; equity is RSUs/PSUs . |
| Hedging/Pledging | Prohibited for directors and NEOs (policy bans hedging and pledging) . |
| Stock Ownership Guidelines | Not disclosed in the proxy. |
| Section 16(a) | Form 4 filings for 3/1/2024 equity awards (incl. DeVivo) were not timely . |
| Lock-up (Jan 2025 offering) | 90-day lock-up for officers/directors with allowances for sell-to-cover; any Form 4 during lock-up must note disposition is to cover taxes, etc. . |
Potential insider selling pressure:
- Near-term vesting from 2023 RSUs (800k) and 2024 RSUs (partial vest March 1, 2025) could create sell-to-cover flows; hedging/pledging banned reduces leverage risks .
- Underwriter lock-up constrained discretionary selling through ~April 2025, with exceptions for tax withholding .
Employment Terms
| Term | Key Economics |
|---|---|
| Start/Role | CEO/Chair; effective April 24, 2023; at-will employment . |
| Base/Bonus | Base $875,000 (2024), target bonus 125% of base; 2025 base $901,000 . |
| Sign-on | $500,000 cash (clawback if resign w/o good reason or fired for cause within 12 months) . |
| Equity | 2.4M RSUs (time-based) and 1.6M PSUs (price hurdles) at hire; annual RSUs in 2024 . |
| Severance (non-CoC) | 1x (base + target bonus) + $100,000; up to 12 months COBRA; 12 months partial time-based vesting acceleration; standard release required . |
| Severance (CoC) | 2x (base + target bonus) + $100,000; up to 18 months COBRA; full acceleration of unvested equity (performance awards per terms); double-trigger . |
| 280G | Modified cutback (no gross-up) . |
| Restrictive Covenants | Non-competition, confidentiality, IP agreement required . |
| Perquisites | Monthly housing and related expenses reimbursement up to $16,666.66 due to required travel; standard benefits incl. 401(k) match . |
Board Governance
- Roles: Combined CEO/Chair (DeVivo); Lead Independent Director: Larry Robbins .
- Independence: 5 of 7 directors independent; company is a “controlled company” due to Class B super-voting shares (Rothberg) but not currently using governance exemptions; Class B converts by Feb 12, 2028 .
- Committees: Audit (Chair Phanstiel), Compensation (Chair Carfora), Nominating & Governance (Chair Schwartz), Technology (Chair Edelman) .
- Attendance: Board met 7 times; committees met 17 times in 2024; no director <75% attendance; no directors attended 2024 annual meeting .
Director compensation (for context; executives receive no director pay): non-employee director annual cash retainer $50,000; committee/lead retainers as disclosed; annual equity grants ~$185,000 (raised from $150,000 in April 2025) .
Investment Implications
- Pay-for-performance alignment: 2024 annual bonus tied 80% to financials (Revenue/EBITDA) and 20% to operational milestones; payout at 125% reflects revenue achievement ($82M), EBITDA shortfall ($(38)M), and specific operational wins (iQ3 and Home Care), indicating balanced but ambitious objectives . Multi-tranche PSUs with $3/$4.50/$6 price hurdles add strong stock-price linkage over five years .
- Retention and selling pressure: Large unvested RSUs/PSUs, partial 2025 vesting, and prior 90-day underwriting lock-up mitigate near-term selling; hedging/pledging prohibition is alignment-positive, but periodic sell-to-cover transactions likely around vest dates .
- Severance/CoC economics: Double-trigger CoC with 2x base+bonus+$100k and full equity acceleration is market-typical for small-cap medtech; modified 280G cutback avoids gross-up risk, supporting governance discipline .
- Governance risk/mitigants: Combined CEO/Chair raises oversight concerns offset by a Lead Independent Director and majority independent board; “controlled company” status persists until Class B conversion (by Feb 2028), concentrating voting power with the founder . Clawback policy is Dodd-Frank compliant .
- Execution track record: Management delivered on major product milestones (iQ3, iQ+ Bladder) and Home Care initiatives; regulatory and “Butterfly Garden” milestones missed in 2024. Revenues trended in the $21–23M quarterly range through 2024–2025, with EBITDA losses improving mid-2025 but widening in Q3 2025; continued focus on operating leverage is key for equity value realization . Pay-versus-performance shows improved TSR in 2024 yet profitability remains a primary hurdle .
Additional references:
- Beneficial ownership and near-term RSU vesting detail .
- Insider trading policy (no hedging/pledging) .
- Section 16(a) timeliness note .
- Committee structure and independence .