Adam Sachs
About Adam Sachs
Adam Sachs is co‑founder of Vicarious Surgical and has served on the board since the September 2021 business combination; he was CEO until August 2025 and now serves as President and director. He is 33 years old (as of April 26, 2025), holds a B.S. in Engineering from MIT (2014), and previously worked in Manufacturing Design at Apple in 2012–2013 before founding Legacy Vicarious in 2014, leading operations and product development for seven+ years . Compensation has historically included base salary plus an annual target bonus and multi‑year equity awards with time‑ and performance‑based vesting; the company uses board‑determined performance objectives (details not publicly enumerated), maintains hedging prohibitions and clawback provisions, and enforces one‑year post‑employment non‑compete and non‑solicit covenants .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legacy Vicarious (Vicarious Surgical US Inc.) | President & CEO; Director | 2014–Sept 2021 (pre‑business combination) | Founded and directed operations, robotics engineering, manufacturing and product development; prior board experience on Legacy Vicarious Board . |
| Apple, Inc. | Manufacturing Design | Jun 2012–Jan 2013 | Early hardware/manufacturing design experience relevant to device commercialization . |
External Roles
No additional public company directorships or external board roles are disclosed for Mr. Sachs beyond service on Vicarious Surgical’s board .
Board Governance & Committee Roles
- Board service: Director since the September 2021 business combination; nominated for re‑election in 2024 and 2025 alongside majority‑independent slates .
- Independence: The board is majority independent per NYSE rules (7 independent directors or nominees in 2025), while Mr. Sachs is an executive director (not independent) .
- Committees: Audit, Compensation, and Nominating committees comprise independent directors; Mr. Sachs is not listed as a member on any of these committees. Audit Committee (2025): Carr‑Brendel, Fulop, Huss (with planned chair transition to Ahmad post‑meeting); Compensation Committee (2025): Ho (chair), Huss, Carr‑Brendel; Nominating Committee (2025): Ho (chair), Fulop (with planned chair transition to Doherty) .
- Board activity: In FY2024 the board held 6 meetings and committees met 11 times, with no director attending fewer than 75% of meetings .
- Dual‑role implications: As a non‑independent executive director, Mr. Sachs’s oversight is balanced by independent committees and majority‑independent board composition; Chair responsibilities are held by other directors (e.g., subsequent 2025 appointment of a non‑employee chair), mitigating CEO/Chair concentration concerns .
Fixed Compensation
Contractual terms
| Item | Value | Source |
|---|---|---|
| Initial annual base salary | $531,234 | |
| Target annual bonus | 75% of then‑current base salary | |
| Expense reimbursement & benefits parity | Customary welfare/fringe; reimbursement per policy | |
| Non‑compete / Non‑solicit | 1‑year post‑employment (with defined scope) |
Summary compensation (reported)
| Metric (USD) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary | $267,753 | $531,000 | $536,759 | $541,620 |
| Bonus | $158,999 | — | — | $284,351 |
| Stock Awards (RSUs, grant‑date fair value) | $2,426,343 | $4,313,902 | $2,593,470 | — |
| Option Awards (grant‑date fair value) | $3,030,414 | — | — | $214,848 |
| All Other Compensation | $10,710 | $7,590 | $4,438 | $10,765 |
| Total | $5,894,219 | $4,852,492 | $3,134,667 | $1,051,584 |
Performance Compensation
Equity awards and vesting schedules
| Award | Grant Date | Quantity/Value | Vesting Schedule | Source |
|---|---|---|---|---|
| Initial RSU Award | Nov 23, 2021 | 194,887 RSUs | 16 equal quarterly installments; initial quarterly deferred to Dec 20, 2021 | |
| Initial Option Award | Nov 23, 2021 | 389,774 options | 48 equal monthly installments; initial 3 months deferred to Dec 20, 2021 | |
| Annual RSU Award (2022) | May 19, 2022 | $4,313,902 grant‑date value; 1,141,244 RSUs | Equal quarterly installments over 4 years from grant date | |
| RSU Award (2023) | Jun 2, 2023 | 647,266 RSUs | Equal quarterly installments over 4 years from grant date | |
| Performance RSUs (2023) | Jul 25, 2023 | 587,681 PSUs | Subject to completion of defined performance criteria | |
| Time‑based Option (2024) | Jun 17, 2024 | 12,946 options (post‑split) | Monthly vesting over 48 months; first vest Jul 17, 2024 | |
| Performance Option (2024) | Jun 17, 2024 | 25,892 options (post‑split) | Vests upon completion of performance criteria |
Annual bonus framework (metrics disclosure)
| Element | Target | Actual Payout | Metrics Disclosure | Source |
|---|---|---|---|---|
| Annual bonus | 75% of base salary | $0 (2023); $284,351 (2024) | Board‑determined company/individual objectives; specific metrics not disclosed |
Equity Ownership & Alignment
Beneficial ownership (as reported)
| As‑of Date | Class A Shares | Class B Shares | % Total Voting Power | Notes |
|---|---|---|---|---|
| Mar 1, 2022 | 69,022 | 11,329,695 (57.3% of Class B) | 45.7% | 20 votes per Class B share; 1 vote per Class A . |
| Mar 1, 2023 | 312,129 | 11,239,063 (57.3% of Class B) | 45.1% | SEC beneficial ownership standard applied . |
| Apr 1, 2024 | 820,462 | 11,239,063 (57.3% of Class B) | 41.1% | Class A + Class B as single class voting . |
| Apr 1, 2025 | 44,430 | 374,635 (57.3% of Class B) | 41.1% | Reflects reverse split and share count changes . |
Outstanding equity awards (unvested/remaining) at year‑end
| Metric | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Options – Exercisable | 219,247 @ $12.45; exp. 11/22/2031 | 10,563 @ $373.50; exp. 11/22/2031 |
| Options – Unexercisable | 170,527 | 2,430 @ $373.50; plus 11,326 time‑based @ $6.86; 25,892 performance‑based @ $6.86 |
| RSUs – Not Vested | 85,264 (Nov 23, 2021 grant) ; 713,278 (May 19, 2022) ; 566,356 (Jun 2, 2023) ; 587,681 PSUs (Jul 25, 2023) | 1,218 (Nov 23, 2021) ; 14,265 (May 19, 2022) ; 13,484 (Jun 2, 2023) |
Alignment policies
- Hedging/short‑term speculation prohibited for directors, officers, employees; pre‑clearance and blackout procedures apply .
- Clawback policy applies to equity compensation; awards can be recovered/forfeited per policy .
- Stock ownership guidelines for executives not specifically disclosed in proxy; pledging is not explicitly addressed in the cited sections .
Employment Terms
| Provision | Standard | Change‑in‑Control (CIC) | Other |
|---|---|---|---|
| Severance multiple | 1x base salary + pro‑rata target bonus; earned but unpaid bonus; 12 months COBRA | 2x (base + pro‑rata target bonus); earned but unpaid bonus; 24 months COBRA; full acceleration of time‑based equity | Non‑compete/non‑solicit/non‑hire covenants for 1 year post‑employment . |
| Annual equity eligibility | Annual RSU awards (historically RSU emphasis, with later shift including options) | CIC acceleration applies to time‑based equity | Equity under 2021 Plan; clawback applies . |
Leadership transition note: On July 31, 2025, the board appointed Stephen From as CEO effective August 7, 2025, and designated Adam Sachs (then CEO) to serve as President and continue as director; the transition press release and 8‑K confirm roles and Mr. From’s compensation terms (inducement option, base salary, severance) .
Compensation Structure Analysis
- Mix shifts: 2021–2023 compensation was equity‑heavy via RSUs (e.g., $2.426M in 2021; $4.314M in 2022; $2.593M in 2023) with no option values in 2022–2023; 2024 shows option grants and cash bonus with no RSU grant reported, indicating a pivot toward options and cash in a post‑split, capital‑preservation environment .
- Performance‑based equity: PSUs (587,681 granted in 2023) and performance options (25,892 granted in 2024) add at‑risk components; specific performance criteria were not enumerated, limiting external evaluation of hurdle rigor .
- Guaranteed vs at‑risk: Base salary remained relatively stable (c. $531–$542k), with variability in annual bonus and significant at‑risk equity; clawback and hedging prohibitions strengthen alignment and risk governance .
Vesting Schedules and Insider Selling Pressure Indicators
- Quarterly RSU vesting over four years creates periodic delivery events (2011–2023 grants), which may lead to regular liquidity needs; however, trading is constrained by pre‑clearance, blackout windows, and hedging prohibitions; pledging is not explicitly addressed in cited policy language .
- Options vest monthly over 48 months (initial and 2024 grants), distributing exercisability gradually and deferring immediate selling pressure; performance‑linked tranches add contingent timing .
Equity Ownership & Control Signals
- Super‑voting Class B stake: Mr. Sachs consistently holds ~57.3% of Class B shares, translating to c. 41% total voting power (as of 2024–2025), a strong governance influence supporting strategic continuity and potential resistance to unfavorable control transactions .
- Beneficial ownership decreased in absolute Class A and B counts after the 2024 reverse split and subsequent capital actions, but voting power percentages remain high, preserving board influence .
Director Compensation (Policy context; employee directors)
- Employee directors are not paid incremental board retainers; non‑employee director policy provides cash retainers, committee fees, and RSU grants with defined vesting (initial ~$301,800 RSUs over 36 months; annual ~$145,000 RSUs over 12 months) .
- This framework underscores that Mr. Sachs’s director role does not add pay beyond his executive compensation .
Employment & Contracts (Retention risk)
- Contractual protection: 1x cash severance and benefits for non‑CIC terminations; 2x cash and 24 months benefits plus acceleration of time‑based equity for CIC terminations; one‑year non‑compete and non‑solicit elevate retention leverage but also standardize exit economics .
- Clawback, Section 409A/422 compliance, and lock‑up/transfer restrictions under plan documents further constrain opportunistic exits and mandate orderly conduct .
Investment Implications
- Alignment: Large super‑voting stake and multi‑year at‑risk equity (PSUs/performance options) indicate meaningful skin‑in‑the‑game and influence over strategic direction; hedging bans and clawback tighten alignment and governance .
- Retention risk: One‑year post‑employment restrictive covenants and market‑standard severance terms reduce flight risk; CIC double‑trigger economics with acceleration of time‑based equity could incentivize support for value‑accretive transactions under clear thresholds .
- Trading signals: Quarterly/monthly vesting cadence creates predictable potential supply events, but policy pre‑clearance/blackouts mitigate opportunistic trading; lack of pledging disclosure removes a common red flag, while presence of performance‑based equity supports an execution‑linked payout structure .
- Governance: Dual‑role concerns are moderated by majority‑independent board and independent committees; post‑2025 non‑employee Chair further separates management from board leadership, supporting oversight credibility during commercialization phases .