Jeffrey Herbst
MICROVISIONAbout Jeffrey A. Herbst
Independent director since 2022 (age 60); currently chairs the Compensation Committee and serves on the Audit Committee, designated as an “audit committee financial expert.” He is Co‑Founding Managing Partner at GFT Ventures (since March 2021) and previously spent ~20 years at NVIDIA, most recently as VP of Business Development; earlier, he practiced law at Wilson Sonsini. Education: J.D., Stanford University; B.S. (honors), Computer Science, Brown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GFT Ventures | Co‑Founding Managing Partner | March 2021–present | Early-stage tech investing; oversight of venture investments and strategic acquisitions . |
| NVIDIA Corporation | Vice President, Business Development (and other roles) | Dec 2001–Jul 2021 | Built ecosystem across AI, data science, autonomous machines, graphics/visualization . |
| Wilson Sonsini Goodrich & Rosati | Attorney | N/A | Legal practice prior to NVIDIA tenure . |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| GFT Ventures | Co‑Founding Managing Partner | Private VC firm | Focused on early-stage tech companies primarily in U.S. and Israel . |
| Other public company directorships | None disclosed in proxy | — | No other public boards or interlocks disclosed for Herbst . |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member; Audit Committee financial expert designation (independent) .
- Independence: Each principal committee comprised of independent directors; Herbst is listed as independent .
- Attendance: Board met 7 times (written consent 3) in 2024; each director attended at least 75% of Board and applicable committee meetings . Audit Committee met 5 times (4 written consents); Compensation Committee met 5 times (0 written consents) in 2024 .
- Compensation Committee practices: Retains F.W. Cook as independent consultant; Committee assessed independence and found no conflicts; Consultant advises on pay philosophy, peer group, incentive design .
- Related‑party oversight: Audit Committee reviews/approves related‑person transactions; Company reported no related‑party transactions >$120,000 since Jan 1, 2024 .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (RSUs FV) | Option Awards | Total |
|---|---|---|---|---|
| 2023 | $75,000 | $141,386 | — | $216,386 |
| 2024 | $78,750 | $88,495 | — | $167,245 |
| Director Compensation Policy (as of 2025) | Amount |
|---|---|
| Base cash retainer (director) | $75,000 |
| Board Chair fee | $50,000 |
| Audit Committee Chair fee | $20,000 |
| Compensation Committee Chair fee | $15,000 |
| Nominating & Governance Chair fee | $10,000 |
| Annual equity grant (RSUs; approx.) | ~$100,000; vests in equal quarterly installments until earlier of 1-year anniversary or day before next Annual Meeting |
Performance Compensation
- Director equity grants vest time‑based (quarterly); as of 12/31/2024, each active non‑employee director held an outstanding RSU award covering 40,224 shares; Herbst had no option awards outstanding .
- 2025 RSU activity (Form 4): RSUs granted 87,642 on 06/06/2025, scheduled to vest in four equal quarterly installments until fully vested by the earlier of first anniversary or day prior to 2026 Annual Meeting .
Performance metrics overseen by Compensation Committee for executive PRSU/bonus programs:
| Metric | Program Use |
|---|---|
| Stock Price Targets | Performance-equity objectives in PRSU program . |
| Revenue | Factor in assessing market progress/long-term sustainability . |
| Adjusted EBITDA | Key non‑GAAP measure used to evaluate performance . |
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| None disclosed | — | Compensation Committee interlocks: none in prior three years among Herbst, Biddiscombe, Carlile, Spitzer; no executives served on outside boards where reciprocal interlocks existed . |
Expertise & Qualifications
- Executive leadership, business strategy, financial/accounting, technology & innovation; public board governance expertise .
- Audit Committee financial expert designation based on venture investment and strategic acquisition oversight experience at NVIDIA and GFT Ventures .
- Legal training (Stanford J.D.) and technical foundation (Brown CS) supporting governance and risk oversight .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Feb 28, 2025 | 144,594 | <1% (outstanding 244,784,976) | SEC definition includes exercisable options/warrants within 60 days; none referenced for Herbst . |
| Dec 31, 2024 (position details) | RSUs outstanding: 40,224; Options outstanding: 0 | — | RSU position common to active non‑employee directors; Herbst had 0 options . |
Insider trades and holdings evolution:
| Date | Transaction | Shares | Resulting Beneficial Ownership |
|---|---|---|---|
| 06/05/2025 | RSU vest/distribution (unit-for-share, $0.00) | 20,112 | 164,706 |
| 06/06/2025 | RSU grant | 87,642 | RSUs scheduled to vest quarterly |
| 09/02/2025 | RSU vest/distribution (unit-for-share, $0.00) | 22,007 | 186,713 |
Policy signals on alignment:
- Hedging discouraged; no hedging transactions approved during the most recent fiscal year. Margin accounts and pledging of MVIS stock prohibited (except to MVIS) .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; Audit Committee financial expert; strong tech and finance background; committee structures/charters in place; independent consultant (F.W. Cook) with no conflicts; robust related‑party screening; attendance at least 75% threshold met .
- Alignment: Annual director equity (~$100k RSUs) with quarterly vesting; regular RSU vesting increases personal stake; beneficial ownership rose through 2025 due to vesting; no options outstanding (less risk‑heavy) .
- Shareholder signals: 2024 say‑on‑pay approval ~72% indicates moderate support and scrutiny of pay practices; as Compensation Chair, Herbst’s engagement with F.W. Cook and responsiveness to feedback are relevant to future votes .
- RED FLAGS: None disclosed regarding related‑party transactions; hedging/pledging prohibited; no compensation committee interlocks; individual attendance beyond “≥75%” not disclosed (monitor for any future shortfalls) .
