Brent Lucas
About Brent Lucas
Brent T. Lucas, age 43, is Chief Executive Officer and a director of Envoy Medical, Inc. (COCH); he has served as CEO since the September 2023 business combination and previously as CEO of Envoy Medical Corporation since 2015 and board member since 2016 . He holds a bachelor’s degree from the University of St. Thomas and a J.D. from Mitchell Hamline School of Law . Under his tenure, the company reported regulatory and capital-structure milestones including FDA approval to advance its pivotal clinical trial (Oct 2025) and extinguishment of over $32 million of debt (Aug 2025) . The board is majority independent with an independent Chairman, mitigating typical CEO/Chair governance concerns linked to dual roles .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Envoy Medical Corporation | Chief Executive Officer | 2015–Sep 2023 | Led company through to public listing via business combination; advanced active implantable hearing devices program . |
| Envoy Medical Corporation | Board Member | 2016–Sep 2023 | Governance and strategic oversight prior to de-SPAC . |
| Envoy Medical, Inc. (COCH) | Chief Executive Officer & Director | Sep 2023–present | CEO and director post-business combination; signed SEC filings and led regulatory and financing milestones . |
External Roles
- No additional public-company directorships or external board roles for Mr. Lucas are disclosed in the company’s filings .
Fixed Compensation
| Year | Salary ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 303,658 | 1,395,866 (ASC 718 grant-date FV) | — | — | 1,699,524 |
| 2024 | 400,542 | — | — | — | 400,542 |
- Employment agreement (dated Oct 16, 2023) set an initial base salary of $400,000, subject to review; salary reductions require broad-based action and Mr. Lucas’ consent .
Performance Compensation
- Annual bonus plan: The Compensation Committee may award annual bonuses at its discretion; no specific performance metrics or weightings were disclosed for Mr. Lucas for 2023–2024, and he received no bonus for 2023–2024 .
- Equity incentives (options):
- Grant: Stock options granted 10/15/2023 with $2.40 strike; expiration 10/15/2033 .
- Vesting schedule: 659,811 options vested on 10/15/2023; remaining 219,938 vest pro rata monthly over 36 months thereafter .
- Outstanding at 12/31/2024: 745,343 exercisable; 134,406 unexercisable; $2.40 strike; 10/15/2033 expiration .
| Stock Options (as of 12/31/2024) | Count | Terms |
|---|---|---|
| Exercisable | 745,343 | Grant 10/15/2023; $2.40 strike; expire 10/15/2033 |
| Unexercisable | 134,406 | Remaining monthly vesting through Oct 2026 per 36-month schedule |
Implications:
- The large 2023 option grant with ongoing monthly vesting can create periodic incremental supply as tranches become available, a potential technical overhang if liquidity is thin .
Equity Ownership & Alignment
- Beneficial ownership as of Oct 2, 2025: 1,140,018 shares (4.6% of 23,809,975 outstanding) .
- Breakdown of Mr. Lucas’ beneficial ownership (as disclosed):
| Component | Shares |
|---|---|
| Directly held | 200,780 |
| Options (exercisable within 60 days) | 812,546 |
| Public Warrants (exercisable) | 110,987 |
| Spouse | 1,972 |
| Brent T. Lucas Irrevocable Trust (beneficiary) | 5,991 |
| Brent T. Lucas Family Education Trust (trustee; children beneficiaries) | 12,720 |
| Total beneficial ownership | 1,140,018 (4.6%) |
Notes:
- Pledging: Ownership footnotes list direct, derivative, and trust holdings but do not disclose any pledging arrangements for Mr. Lucas .
- Stock ownership guidelines for executives are not disclosed in the cited filings .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | October 16, 2023 (Lucas Employment Agreement) |
| Initial term | 5 years; auto-renewal for one-year terms unless 90 days’ non-renewal notice |
| Base salary | Initial $400,000; subject to periodic review and potential increases; cannot be reduced except in broad-based reductions with consent |
| Incentive eligibility | Entitled to participate in RSU/long-term incentive programs made available to executive officers |
| Severance (without Cause / Good Reason) | Earned but unpaid salary and incentive; continuation of health coverage for two years (or until covered elsewhere); executive search firm costs; base salary continuation for one year (paid monthly) |
| Death/Disability | Lump-sum payment of earned but unpaid salary and benefits; if Disability termination, severance equal to one year base salary |
| Change-of-control | Specific CIC triggers or multiples were not disclosed in the cited excerpts; see employment agreement exhibit referenced in the S-1 for full terms . |
Board Governance (Service, Committees, Dual-role Implications)
- Board service: Class III director; term ends at the 2026 annual meeting .
- Board leadership: Independent Chairman (Chuck R. Brynelsen) and a majority independent board (Crowe, Patel, Smith-Gomez, Brynelsen, Kantor) .
- Committees: Audit (Kantor Chair; Patel; Smith-Gomez); Compensation (Patel; Brynelsen; Crowe); Nominating & Corporate Governance (Smith-Gomez; Kantor; Brynelsen) — Mr. Lucas, as CEO, is not on these independent committees .
- Dual-role view: Lucas serves as CEO and director, but not Chair, and the board maintains independent committee oversight, which mitigates common independence concerns tied to CEO/Chair consolidation .
Director and Shareholder Votes (Say-on-Pay)
| Proposal (Nov 14, 2024 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Michael Crowe (Class I) | 11,146,464 | 20,254 | — | 2,030,681 |
| Elect Mona Patel (Class I) | 11,047,146 | 119,572 | — | 2,030,681 |
| Ratify Grant Thornton (Auditor) | 13,173,556 | 12,662 | 11,181 | — |
| Say-on-Pay (NEO compensation) | 11,117,644 | 29,673 | 19,401 | 2,030,681 |
| Say-on-Pay Frequency (1 year) | 11,135,620 | 11,789 | 3,139 | 16,170 |
Related Party and Other Governance Considerations
- Majority holder: Glen A. Taylor beneficially owned approximately 51.8% as of Oct 2, 2025 through direct, affiliated, and warrant/convertible holdings .
- Related-party transactions: Envoy leases space from Taylor Corporation (controlled by director Glen Taylor); lease amendments and rent schedules are disclosed, with Mr. Lucas signing on behalf of Envoy . The Audit Committee oversees related-party transactions per charter .
- Legal proceedings: Filings state directors and executive officers, to the company’s knowledge, have not been involved in specified legal proceedings in the past ten years .
Investment Implications
- Alignment and retention: Lucas’ compensation is cash-light and equity-heavy since the de-SPAC, with a sizable 2023 option award vesting monthly through Oct 2026 — this strongly ties value creation to share performance, but also introduces ongoing vest-driven technical supply risk .
- Downside protections: Severance provides one year of salary plus two years of health coverage and search costs upon a no-cause/Good Reason separation, which is moderate for a small-cap medical device issuer and not overly dilutive .
- Governance quality: The board is majority independent with an independent Chair and fully independent key committees; Lucas’ dual CEO/director role is standard and mitigated by independent oversight .
- Control and financing dynamics: A majority shareholder (Glen Taylor) and active use of structured financings and warrants can influence capital strategy and dilution; investors should monitor warrant exercises/expansions and board actions in future proxy materials .
- Execution catalysts/risks: Regulatory progress (pivotal clinical trial advancement) and balance sheet actions (debt extinguishment) are positives; the path to commercialization and funding needs remain central to value realization under Lucas’ leadership .