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Stephen From

Stephen From

Chief Executive Officer at Vicarious Surgical
CEO
Executive
Board

About Stephen From

Stephen From, age 62, was appointed Chief Executive Officer and Director of Vicarious Surgical (RBOT) effective August 7, 2025, bringing 20+ years of healthcare leadership across operating, finance, and capital markets roles . His early priorities include sharpening execution, reducing burn while maintaining development timelines, and progressing toward design freeze; Q3 2025 operating expenses declined 35% year over year to $11.5M, and cash burn was $10.5M for the quarter, consistent with his stated focus on capital discipline . Mr. From signed RBOT’s Q3 2025 certifications as Principal Executive Officer and is the signatory and agent for S‑3 registration filings, evidencing his principal executive responsibility and board role .

Past Roles

OrganizationRoleYearsStrategic Impact
Aruna BioChief Executive Officer2022–2025Led strategic direction and clinical advancement of a neural exosome platform .
Kiora Pharmaceuticals (NASDAQ: KPRX)President & CEO; Executive Chairman2005–2021; 2021–2022Took company public; executed acquisitions/licensing in ophthalmic therapeutics .
Centelion (Sanofi-Aventis subsidiary)Chief Financial OfficerPrior to Kiora (dates not specified)Senior finance leadership within a biotech subsidiary .
Bank of America Securities; Robertson StephensInvestment Banking (Life Sciences)Prior to CFO role (dates not specified)Capital markets and advisory experience focused on life sciences .

External Roles

OrganizationRoleYearsNotes
None disclosed in RBOT filingsNo other current public company directorships disclosed for Mr. From as of his RBOT appointment .

Fixed Compensation

ComponentValueNotes
Base Salary$500,000Annual base per Executive Employment Agreement (effective Aug 7, 2025) .
Target Bonus %50% of baseBased on company and/or individual objectives; Board discretion; 2025 prorated from start date .
Benefits/PerqsStandard employee plansParticipates at same level as employees; no special perquisites disclosed .
ClawbackSubject to company clawback policyApplies to executive compensation .

Performance Compensation

Incentive TypeMetricWeightingTargetActual/PayoutVesting/Terms
Annual Cash BonusCompany and/or individual performance objectivesNot disclosed50% of base salary Not disclosed (appointed Aug 2025)Requires active employment on payment date; Board discretion .
Stock Options (Inducement)Time-based service vestingN/AOption to purchase up to 297,600 sharesGrant approved as material inducement under NYSE Rule 303A.08 25% vests at 1-year anniversary; remaining 75% vests in 36 equal monthly installments thereafter; 10-year term; exercise price = closing price on grant date; subject to accelerated vesting in certain circumstances .

Equity Ownership & Alignment

  • Inducement Option Grant: Non-qualified option for up to 297,600 shares; 25% vesting after 12 months then monthly vesting over 36 months; 10-year term; exercise price equals grant-date close; made outside the 2021 Plan as a material inducement under NYSE rules .
  • Beneficial Ownership: No Form 4 holdings table was included in the cited filings; ownership amount beyond the disclosed inducement option was not reported in the materials reviewed .
  • Hedging/Pledging: Insider trading policy prohibits short sales and hedging transactions (e.g., straddles, collars); pre-clearance and blackout procedures apply to executives and directors . Plan documents restrict transferability/hedging of awards; no specific disclosure of share pledging by Mr. From .
  • Director Pay: As an employee-director, he does not receive board retainers or director equity under the non-employee policy .

Employment Terms

TermDetail
Start DateEffective August 7, 2025 .
PositionChief Executive Officer; reports to Board; appointed to the Board effective date .
Term/At-willContinues until terminated in accordance with the Agreement (at-will framework) .
Severance (No Cause/Good Reason)12 months of base salary continuation, subject to execution of separation agreement; timing aligned to 409A compliance .
Non-Compete/Non-SolicitSubject to separate Non-Competition and Non-Solicitation Agreement and Invention and Non-Disclosure Agreement as a condition of employment .
Change-in-ControlIndividual CoC cash multiples not specified; option grant subject to “accelerated vesting in certain circumstances” per inducement award disclosure .
Clawback/ForfeitureCompensation subject to any company clawback policy and applicable law .
Indemnification/D&OEligible for D&O insurance coverage consistent with similarly situated executives .

Board Governance

  • Role and Independence: Mr. From serves as CEO and Director; as a member of management, he is not an independent director under NYSE rules . The Board’s independent director framework and committee composition are disclosed in the 2025 proxy (Audit: Carr‑Brendel, Fulop, Huss; Compensation: Ho (Chair), Huss, Carr‑Brendel; Nominating: Ho, Fulop) and subsequent updates; after Mr. Tang’s resignation on Sept 12, 2025, Carr‑Brendel was appointed to the Audit Committee .
  • Chair/Lead Structure: By November 12, 2025, Joseph Doherty is listed as Chairman in RBOT’s S‑3 signature block, indicating the chair role is held by a non-executive director, mitigating CEO-chair concentration .
  • Dual-Role Implications: CEO+Director concentration can reduce independence at the board table; however, RBOT maintains standing independent committees and separates the chair function (Chairman Joseph Doherty), which addresses common governance concerns about CEO/Chair duality .

Compensation Structure Analysis

  • Cash vs. Equity Mix: CEO pay structure emphasizes at‑risk equity via a four‑year vesting inducement option, aligning incentives with long-term value creation and retention; cash includes $500k base and a 50% target bonus contingent on objectives .
  • Retention Design: One‑year cliff on 25% of options, then monthly vesting, reduces near‑term voluntary turnover risk and delays potential selling pressure until the first annual vesting date .
  • Governance Safeguards: Compensation is subject to clawback; no tax gross‑ups disclosed; severance limited to 12 months base salary with release requirement; equity inducement granted outside the Plan but on terms broadly consistent with Plan governance and NYSE inducement rules .
  • Metrics Transparency: Annual bonus references company/individual objectives but specific KPI weightings or hurdle levels are not disclosed in filings reviewed .

Performance & Track Record Signals (RBOT context during tenure start)

  • Operating discipline: Q3 2025 operating expenses fell 35% YoY to $11.5M; R&D $8.0M (−26% YoY); G&A $3.2M (−45% YoY); sales/marketing $0.4M (−71% YoY), aligning with the CEO’s focus on burn reduction while maintaining timelines .
  • Capital runway actions: Company raised $5.9M gross proceeds via a registered direct offering in October 2025; cash and investments were $13.4M as of Sept 30, 2025; FY2025 cash burn guidance ~ $50M .
  • Leadership execution: From emphasized progress toward design freeze and disciplined execution shortly after taking the helm (Nov 12, 2025 press release commentary) .

Director Compensation (for completeness; not applicable to CEO-Director)

  • RBOT compensates non‑employee directors via cash retainers and RSUs under its policy; employees serving as directors do not receive board fees or director equity . Mr. From, as CEO, falls under the employee exception .

Related Party Transactions and Other Governance

  • No related party transactions involving Mr. From were disclosed in the 8‑K appointment or in the filings reviewed; the company maintains a related person transaction policy overseen by the Audit Committee .
  • Insider Trading Controls: Quarterly blackouts, pre‑clearance for executives/directors, and prohibitions on short-term and hedging transactions apply .

Investment Implications

  • Alignment: The inducement option with a one‑year cliff and monthly vesting aligns the CEO’s upside with longer‑term shareholder value, with governance protections (no discounting, no repricing without shareholder approval at the Plan level; inducement award terms generally consistent with Plan) .
  • Retention Risk: 12‑month severance (base only) is modest, but the equity vesting structure and one‑year cliff support retention in the first year; lack of disclosed CoC cash multiples limits windfall risk but could reduce stickiness in a strategic transaction absent explicit acceleration language beyond “certain circumstances” .
  • Near‑Term Selling Pressure: No near‑term unlocks from the inducement award until the one‑year cliff in August 2026, tempering insider supply concerns in the next 9–12 months .
  • Execution/Capital Needs: Management’s burn‑reduction plan and recent financing address near‑term liquidity, but the business remains pre‑commercial with FY2025 burn guide of ~$50M, implying continued external capital dependence and execution risk on development milestones under new leadership .

Sources: Appointment/compensation terms ; Q3 2025 and capital commentary ; S‑3 signatures and Chair identification ; Board committees/independence and policies ; Audit/Nominating/Compensation committee membership shift re Tang resignation ; Director pay policy ; Plan governance features .