Sammy Khalifa
About Sammy Khalifa
Sammy Khalifa, age 35, is Chief Technology Officer (CTO) and a director of Vicarious Surgical (RBOT). He has served as CTO since 2015, joined the RBOT board at the September 2021 business combination (previously on the Legacy Vicarious board since 2018), and holds a B.S. in Mechanical Engineering from MIT (2012). Prior roles include Product Design Engineer at Apple (Dec 2013–May 2015) and Biomedical Design Engineer at Hemedex. The proxy does not disclose TSR, revenue growth, or EBITDA growth metrics tied to his performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vicarious Surgical (Legacy Vicarious) | Chief Technology Officer | 2015–present | Leads robotics/product development; board member since 2018 |
| Apple Inc. | Product Design Engineer | Dec 2013–May 2015 | Hardware product design experience |
| Hemedex, Inc. | Biomedical Design Engineer | Not disclosed | Medical device engineering experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external committee roles disclosed in proxy |
Fixed Compensation
Multi-year cash compensation for Khalifa (NEO), USD:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $424,800 | $424,800 | $424,800 |
| Target Bonus % (policy) | 75% of base | 75% of base | 75% of base |
| Actual Bonus Paid | $0 | $56,074 | $148,680 |
| All Other Compensation (401k etc.) | $3,268 | $2,692 | $8,496 |
| Total Cash (Salary + Bonus + Other) | $428,068 | $483,566 | $581,976 |
Equity grant accounting values (ASC 718), USD:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards (RSUs) | $3,451,121 | $1,337,679 | $0 |
| Option Awards | $0 | $0 | $221,636 |
| Total Reported Compensation | $3,879,189 | $1,821,245 | $803,612 |
Notes:
- Bonus determination references company and/or individual objectives set by the board/compensation committee .
- Board sets NEO compensation and monitors incentive plans .
Performance Compensation
Incentive design and vesting detail:
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting Terms |
|---|---|---|---|---|---|
| Annual cash bonus | Company/individual objectives | Not disclosed | Not disclosed | Paid as shown above | Annual, per compensation committee |
| Time-based RSUs (Nov 23, 2021 grant) | n/a | n/a | n/a | n/a | 5,197 RSUs; 325 vested 12/20/2021; remainder in equal quarterly installments over 4 years |
| Time-based RSUs (May 19, 2022 grant) | n/a | n/a | n/a | n/a | 30,434 RSUs; equal quarterly installments over 4 years starting 5/19/2022 |
| Time-based RSUs (June 2, 2023 grant) | n/a | n/a | n/a | n/a | 11,129 RSUs; equal quarterly installments over 4 years starting 6/2/2023 |
| Time-based Option (Nov 23, 2021 grant) | n/a | n/a | n/a | n/a | Option for 10,395 shares; 648 vested 12/20/2021; remainder monthly over 48 months; $373.50 exercise price; expires 11/22/2031 |
| Time-based Option (June 17, 2024 grant) | n/a | n/a | n/a | n/a | Option for 13,355 shares; 279 vested 7/17/2024; remainder monthly over 48 months; $6.86 exercise price; expires 6/16/2034 |
| Performance-based Option (June 17, 2024 grant) | Performance criteria (not disclosed) | n/a | Not disclosed | Not disclosed | Option for 26,710 shares; vests subject to completion of relevant criteria; $6.86 exercise price; expires 6/16/2034 |
| Performance RSUs/PSUs (Jul 25, 2023) | Performance criteria (not disclosed) | n/a | Not disclosed | Not disclosed | “Performance based RSUs” (counts disclosed elsewhere); company-wide PSUs tracked under the Plan |
Plan guardrails:
- No option/SAR discounts; no repricing without shareholder approval; dividends not paid pre-vest; director grant value caps .
Equity Ownership & Alignment
Beneficial ownership (as of April 1, 2025):
- Class A common: 34,607 shares; comprised of 20,105 directly owned, 12,600 options exercisable within 60 days, and 1,902 RSUs vesting within 60 days .
- Class B common (super-voting, 20 votes/share): 150,508 shares (23.0% of Class B); yields 16.6% of total voting power across A+B classes .
- Overall: Less than 1% of Class A outstanding; material control via Class B holdings .
Near-term vesting/saleable supply indicators:
- Options exercisable within 60 days: 12,600 shares .
- RSUs vesting within 60 days: 1,902 shares .
- Ongoing vesting cadence: monthly for options; quarterly for RSUs; plus performance awards contingent on criteria .
Hedging/pledging policy:
- Insider policy prohibits short sales and transactions involving straddles, collars or similar hedging devices; quarterly trading blackouts and pre-clearance for executives/directors are required . Pledging of shares is not explicitly addressed in the proxy .
Stock ownership guidelines:
- Not disclosed for executives in the proxy .
Employment Terms
Key provisions from Khalifa’s employment agreement:
- Role/reporting: CTO, reporting to CEO; agreement effective July 13, 2021 (assumed at SPAC closing) .
- Base/bonus: Initial base salary $425,000; target annual bonus 75% of base; annual equity eligibility under 2021 Plan .
- Severance (no change-in-control): If terminated without cause or resigns for good reason, severance equals 75% of base salary for 12 months plus pro-rata target bonus; COBRA premiums for 9 months; earned but unpaid bonus paid .
- Change-in-control (double-trigger): If terminated without cause or resigns for good reason within 3 months prior to or 12 months post-CIC, severance equals 12 months of base salary plus pro-rata target bonus; COBRA for 12 months; time-based equity awards vest in full .
- Restrictive covenants: One-year post-employment non-compete and non-solicit of customers/employees; standard confidentiality/IP assignment .
- Expense reimbursement per company policy .
Board Governance
- Role: Inside director (executive officer + director); not independent under NYSE/SEC rules (company identifies seven independent directors among non-employee nominees) .
- Committees: Audit (Carr‑Brendel, Fulop, Huss); Compensation (Ho chair, Huss, Carr‑Brendel); Nominating & Corporate Governance (Ho chair, Fulop; transitioning to Doherty); Technology & Product (Huss chair, Carr‑Brendel). Khalifa is not listed as serving on board committees .
- Attendance: No director attended fewer than 75% of board/committee meetings in FY2024 .
- Board leadership: CEO and chair roles are separated; no chair elected following a resignation in Feb 2024; structure emphasizes independent oversight .
- Director pay: Employees (including Khalifa) are not compensated for board service; non‑employee directors receive cash retainers and annual RSUs with monthly vesting .
Dual‑role implications:
- As CTO and director, Khalifa is a non‑independent, management director—appropriate for technical oversight but not suitable for independent committee roles; compensation decisions are overseen by an independent compensation committee .
Performance Compensation (Grant Detail)
Key outstanding awards for Khalifa (as of 12/31/2024, post reverse split):
| Grant Date | Instrument | Shares | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 11/23/2021 | Option | 10,395 | $373.50 | 11/22/2031 | 648 vested 12/20/2021; remainder monthly over 48 months |
| 6/17/2024 | Option | 13,355 | $6.86 | 6/16/2034 | 279 vested 7/17/2024; remainder monthly over 48 months |
| 6/17/2024 | Performance Option | 26,710 | $6.86 | 6/16/2034 | Vests upon performance criteria completion (not disclosed) |
| 11/23/2021 | RSUs | 5,197 | n/a | n/a | 325 vested 12/20/2021; remainder equal quarterly over 4 years |
| 5/19/2022 | RSUs | 30,434 | n/a | n/a | Equal quarterly over 4 years starting 5/19/2022 |
| 6/2/2023 | RSUs | 11,129 | n/a | n/a | Equal quarterly over 4 years starting 6/2/2023 |
Company-wide PSUs and inducement awards are tracked under the Plan and disclosed in aggregate; specific performance metrics are not detailed in the proxy .
Equity Ownership & Beneficial Interest
| Category | Shares | Notes |
|---|---|---|
| Class A beneficial (total) | 34,607 | 20,105 direct; 12,600 options exercisable ≤60 days; 1,902 RSUs vest ≤60 days |
| Class B beneficial | 150,508 | Super-voting (20 votes/share), 23.0% of Class B |
| Total voting power | 16.6% | Based on combined Class A+B voting rights |
Insider trading policy prohibits short sales and hedging devices; pre-clearance and blackout windows apply .
Employment & Retention Risk Indicators
- Retention economics: Double-trigger CIC provides 12 months salary and full vesting of time-based equity; base severance is 12 months salary ×75% plus pro‑rata bonus (no CIC) .
- Vesting cadence: Regular monthly/quarterly vesting increases liquidity over time (potential selling pressure), offset by performance-based components and blackout/policy controls .
- Clawback: Company-wide executive agreements include clawback references (e.g., CEO agreement), though Khalifa’s specific agreement does not explicitly state clawback in the proxy; equity plan includes conservative features (no repricing; dividends restricted) .
Director Compensation (for Khalifa as a Director)
Employees do not receive board compensation; non‑employee directors received cash retainers and 2024 annual RSU grants (monthly vesting) with accelerated vesting applied in 2024 for those grants .
Say-on-Pay & Peer Group
Not disclosed in the proxy; compensation committee composition and use of independent charters are described, but no peer group or say‑on‑pay outcomes are presented .
Investment Implications
- Alignment and control: Khalifa’s meaningful Class B stake (super‑voting) provides significant voting influence (16.6% total voting power), aligning governance influence with long-term company stewardship; however, super‑voting structures may raise governance debate among some investors .
- Pay-for-performance visibility: Performance-based options/RSUs exist, but specific performance metrics and targets are not disclosed—limiting transparency into pay-for-performance rigor .
- Liquidity/overhang: Ongoing monthly/quarterly vesting and options exercisable within 60 days suggest periodic incremental supply; insider trading controls (blackouts, pre‑clearance; no hedging) mitigate opportunistic trades, but do not eliminate selling pressure tied to vesting .
- Retention/transition risk: Severance and double-trigger CIC terms are moderate (12 months economics; full vesting of time-based awards), with one-year non‑compete/non‑solicit—adequate but not ironclad; leadership transitions at RBOT (new CEO; committee changes) place higher value on technical executives’ continuity and execution .
- Governance: Independent committees oversee compensation/audit; employees are not paid for board service; board structure separates CEO/chair roles—reducing dual-role concerns for management directors like Khalifa .
Overall, Khalifa’s compensation mix is equity‑heavy with clear vesting schedules, meaningful voting alignment via Class B shares, and standard double‑trigger CIC protection. The key diligence gaps for investors are the absence of disclosed performance metrics for PSUs/performance options and any explicit executive ownership guidelines, which constrain pay‑for‑performance assessment and alignment benchmarking .