Simon Biddiscombe
MICROVISIONAbout Simon Biddiscombe
Independent director of MicroVision (MVIS) since 2018; age 57 as of the 2025 proxy. Audit Committee Chair and member of Compensation Committee in 2025; previously Compensation Committee Chair and Audit Committee member in 2024. Background includes CEO and CFO roles at multiple public tech companies, nine years at PwC, BA in business studies (University of Glamorgan), and Fellow of the Institute of Chartered Accountants in England and Wales . Company performance context: MVIS FY revenue declined to $4.7M in 2024 from $7.3M in 2023 ; “pay versus performance” disclosure shows MVIS stock price at year-end $1.31 (2024), $2.66 (2023), $2.35 (2022) and TSR values of $181.95 (2024), $369.44 (2023), $326.39 (2022) for a $100 investment starting 12/31/2019 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MobileIron, Inc. | CEO and director; previously CFO | CEO: Oct 2017–Dec 2020; CFO: May 2015–Oct 2017 | Led through sale to Ivanti; enterprise security execution |
| ServiceSource International | CFO | Sep 2014–Apr 2015 | Finance leadership at global outsourced go‑to‑market provider |
| QLogic | CFO and later CEO | Not specified | Executive leadership in networking hardware |
| Mindspeed Technologies | CFO | Not specified | Semiconductor finance leadership |
| Wyle Electronics | CFO | Not specified | Distribution/tech finance leadership |
| PricewaterhouseCoopers LLP | Technology audit practice | 9 years | Silicon Valley technology accounting/audit experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Third Wave Automation | Advisor; previously CFO | CFO: Aug 2022–Dec 2024; Advisor: current | Automation/industrial tech finance and advisory |
| Thomas H. Lee Partners | Executive Partner | May 2022–Oct 2023 | PE advisory in middle‑market growth tech |
Fixed Compensation
Director Compensation (Non‑Employee)
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees | $90,000 | $91,250 |
| Stock awards (grant‑date fair value) | $141,386 | $88,495 |
| Option awards | — | — |
| Total | $231,386 | $179,745 |
Director compensation policy (since May 2021): base cash $75,000; chair premiums: Board $50,000, Audit $20,000, Compensation $15,000, Nominating & Governance $10,000; annual RSUs valued at $100,000, vesting quarterly to the next annual meeting . Hedging (e.g., collars) strongly discouraged with approvals required and none approved in the most recent fiscal year; pledging or margin accounts prohibited (except pledges to MicroVision) .
Temporary Executive Role Compensation (Executive Vice Chair)
| Item | Terms |
|---|---|
| Appointment | Executive Vice Chair effective Sept 30, 2025 for ≤12 months |
| Base salary | $265,000 per annum |
| Benefits | Eligible for Company benefits at ≥50% time |
| Independence impact | Not independent while serving; removed from Audit Chair and Audit/Comp Committees; Robert Carlile appointed Audit Chair |
Performance Compensation
Equity Awards Tied to Executive Vice Chair Role
| Award Type | Grant Size | Vesting | Performance Metric | Payout/Notes |
|---|---|---|---|---|
| RSUs (sign‑on) | 241,000 | Vest in full Oct 1, 2026, contingent on continued service (as Executive Vice Chair, independent director, or otherwise) | Time‑based (no metric disclosed) | One‑year cliff post‑tenure; potential concentration of vesting |
Company’s broader executive pay metrics used for NEOs: stock price targets (PRSU program), revenue, and adjusted EBITDA; pay‑versus‑performance disclosures emphasize alignment with stock price performance and long‑term value creation .
Equity Ownership & Alignment
| Date | Beneficial Ownership (shares) | % of Outstanding | Notable Components |
|---|---|---|---|
| Mar 1, 2024 | 163,389 | <1% (out of 195,474,276) | Includes 30,000 options |
| Feb 28, 2025 | 235,166 | <1% (out of 244,784,976) | Includes 30,000 options |
Additional director equity context (as of Dec 31, 2024): each active non‑employee director held an outstanding RSU covering 40,224 shares; options outstanding for directors included 30,000 each for Mr. Biddiscombe, Mr. Carlile, and Dr. Spitzer; zero for others listed . Company policies prohibit pledging and hedging (as above); no approved hedging transactions during the most recent fiscal year .
Employment Terms
- Executive Vice Chair appointment and compensation terms summarized above; no severance/change‑of‑control terms for Mr. Biddiscombe disclosed in the 8‑K appointment or 2025 proxy .
- While serving as Executive Vice Chair, he is not independent under Nasdaq rules, and is removed from Audit and Compensation Committees; Audit Chair reassigned to Robert Carlile .
- Board structure separates Chair and CEO roles; Board Chair (Carlile) serves as liaison and leads independent director sessions, enhancing governance independence .
Board Governance
- Board service: Director since 2018; committee roles include Audit Chair (2025), Compensation member (2025); previously Compensation Chair (2024) and Audit Committee member (and designated “audit committee financial expert”) .
- Board operations: 7 Board meetings and 3 written consents in 2024; each director attended ≥75% of Board and committee meetings; committee compositions disclosed and all principal committees comprised of independent directors (subject to temporary Executive Vice Chair status adjustments) .
- Director independence and interlocks: Biddiscombe and other Compensation Committee members not officers or employees in the prior three years (2024 proxy), with no executive interlocks; independence on Audit Committee consistent with SEC rules .
Performance & Financial Context
Revenues and EBITDA (last 8 quarters)
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue ($USD) | 5,101,000* | 956,000 | 1,900,000 | 190,000 | 1,650,000 | 589,000 | 155,000 | 241,000 |
| EBITDA ($USD) | -17,722,000* | -22,410,000* | -19,834,000* | -14,052,000* | -15,898,250* | -12,634,000* | -9,910,000* | -11,326,000* |
Values with an asterisk were retrieved from S&P Global and may not include document citations.
Revenues and EBITDA (annual)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | 664,000 | 7,259,000 | 4,696,000 |
| EBITDA ($USD) | -53,145,000* | -83,070,000* | -70,976,000* |
Values with an asterisk were retrieved from S&P Global and may not include document citations.
Pay‑Versus‑Performance: TSR and Stock Price
| Year | MVIS TSR (Value of $100 from 12/31/2019) | Peer TSR (DJUSEE) | Stock Price (year‑end) |
|---|---|---|---|
| 2022 | $326.39 | $124.04 | $2.35 |
| 2023 | $369.44 | $146.11 | $2.66 |
| 2024 | $181.95 | $192.74 | $1.31 |
Compensation Structure Analysis
- Mix shift YoY for director pay: Biddiscombe’s equity grant value decreased from $141,386 (2023) to $88,495 (2024), with modest cash fee increase to $91,250; indicates reduced equity intensity for directors in 2024 .
- Executive Vice Chair equity is single‑cliff RSU vesting on Oct 1, 2026 (time‑based, not performance‑based), which can concentrate selling pressure around vest date; cash salary set at $265,000 for the temporary role .
- Broader executive program metrics emphasize stock price, revenue, and adjusted EBITDA alignment; Board asserts pay‑for‑performance focus and long‑term value creation .
Risk Indicators & Red Flags
- Temporary loss of independence: During Executive Vice Chair service, Biddiscombe is not independent and must step off Audit and Compensation Committees; Audit Chair reassigned (governance mitigation) .
- Single‑trigger vesting concentration: 241,000 RSUs vesting in a single date may elevate short‑term trading pressure upon vest .
- Hedging/pledging risk mitigated by policy: Hedging discouraged/approved only by GC or Board; pledging/margin accounts prohibited except to MicroVision; no hedging approvals in the most recent year .
Equity Ownership & Alignment Details
| Component | Detail |
|---|---|
| Options | 30,000 options counted within beneficial ownership (both 2024 and 2025 tables) |
| RSUs | Outstanding director RSU awards covering 40,224 shares as of Dec 31, 2024 (for each active non‑employee director) |
| Ownership guidelines | Not disclosed in retrieved proxy sections; director compensation policy specifies annual RSUs and cash structure |
| Pledging/hedging | Prohibited/strongly discouraged; no approved hedging in most recent fiscal year |
Employment/Contract Economics
- Executive Vice Chair role: salary $265,000 and RSUs 241,000 with vesting conditioned on continued service; no severance/CIC details for Biddiscombe disclosed in the appointment 8‑K or proxy; committee removal due to non‑independence .
- Key Executive Severance & Change in Control Plan levels disclosed for other executives (Tier 2: 12 months salary + 100% target bonus + 12 months COBRA; double‑trigger within CIC window; performance award vesting subject to achievement), but Biddiscombe’s participation is not disclosed .
External Director/Committee Consultant
- Compensation Committee retained F.W. Cook in 2023 to advise on executive compensation, pay philosophy, peer group, incentive design, and alignment; assessed independence/no conflicts .
Investment Implications
- Governance: Temporary transition into an executive role removes independence and committee participation; Board mitigated by reassigning Audit Chair. Expect return to independent status post‑assignment, but track for committee reconstitution and potential changes in oversight rigor .
- Trading signal: 241,000 RSUs with single‑date vest on Oct 1, 2026 can create concentrated supply; monitor Form 4 filings near vest for sell‑to‑cover/tax and discretionary sales. Insider trading policies limit hedging/pledging, reducing leverage‑driven forced selling risk .
- Alignment: Beneficial ownership rose from 163,389 to 235,166 shares across 2024–2025 tables (incl. 30,000 options), plus outstanding director RSUs; combined with time‑based Executive Vice Chair RSUs, alignment is primarily stock price‑sensitive rather than operating‑metric‑linked .
- Pay‑for‑performance context: Company’s metrics emphasize stock price, revenue, and adjusted EBITDA, yet FY 2024 revenue declined and EBITDA remained negative; prioritize scrutiny of 2025–2026 commercialization milestones and their inclusion in future performance awards. TSR pullback in 2024 versus 2023 underscores sensitivity to execution and financing .
