Aaron Mendelsohn
About Aaron Mendelsohn
Aaron Mendelsohn, age 73, is a non-independent director of Vivani Medical, Inc.; he has served on Vivani’s board since its 2022 merger of Second Sight and Nano Precision Medical, with “Year First Became Director” shown as 1998 reflecting predecessor service; he holds a B.A. from UCLA and a J.D. from Loyola University School of Law Los Angeles . He is classified as not independent because he is the father of CEO Adam Mendelsohn .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Second Sight Medical Products, Inc. | Founder and Director | 2003–2022 | Led governance through to 2022 merger into Vivani |
| Nano Precision Medical, Inc. | Founder and Director | 2011–2022 | Board leadership through merger with Second Sight to form Vivani |
| Advanced Bionics | Director | ~1993–2004 | Board service through sale to Boston Scientific in 2004 |
| Medical Research Group, Inc. | Founder and Director | 1998–2001 | Built implantable technologies; sold to Medtronic in 2001 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maestro Foundation | Founder and Chairman | 1983–present | Leading non-profit for classical music philanthropy |
| Alfred E. Mann Institute for Biomedical Engineering (USC) | Director | 1998–2016 | Long-standing biomedical governance role |
Board Governance
- Committee memberships: None; Audit Committee (Baker—Chair, Bradbury, Popoff), Compensation Committee (Baker—Chair, Popoff, Williams), Nominating & Corporate Governance (Williams—Chair, Baker, Popoff) .
- Board meeting attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; Board held 4 meetings, Audit 4, Compensation 5, Nominating 1 .
- Independence: Not independent due to familial relationship with CEO; all other directors except Adam Mendelsohn are independent .
- Chair roles: Gregg Williams serves as independent Chairman of the Board; Aaron holds no chair positions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $35,000 | Paid quarterly; pro-rated for partial year |
| Committee chair retainers | Audit $20,000; Compensation $12,000; Nominating $8,000 | Annual |
| Committee member retainers (non-chair) | Audit $10,000; Compensation $6,000; Nominating $4,000 | Annual |
| 2024 fees earned (Aaron Mendelsohn) | $35,000 | Cash portion for 2024 |
| 2024 option awards (Aaron Mendelsohn) | $35,000 | Grant date fair value (ASC 718) |
| 2024 total director compensation (Aaron Mendelsohn) | $70,000 | Sum of cash and option awards |
Performance Compensation
| Equity Element | Target Value | Vesting | Acceleration/Other Terms |
|---|---|---|---|
| Initial option grant (upon joining Board) | Value equal to annual retainer (excl. committees) | Vests monthly over 3 years, subject to service | 100% vest on Sale Event under 2022 Plan |
| Annual option grant (each annual meeting) | Value equal to annual retainer (excl. committees) | Vests in full by the earlier of 1-year anniversary or next annual meeting, subject to service | 100% vest on Sale Event under 2022 Plan |
| Election to receive options in lieu of cash retainers | Equal to cash retainer forgone | Quarterly vesting of elected option grant (prorated for mid-year appointments) | Election timing rules (by Dec 31 prior year or within 30 days of appointment) |
No performance metrics (e.g., revenue/EBITDA/TSR) are used for director equity awards; grants are time-based with Sale Event acceleration per the 2022 Omnibus Incentive Plan .
Other Directorships & Interlocks
- Current public company boards: None disclosed besides Vivani .
- Prior public company boards: Second Sight Medical Products (predecessor; Vivani result of merger) and Advanced Bionics (sold to Boston Scientific) .
- Interlocks/relationships: Aaron controls shares including those owned by MFE, LLC with sole voting/dispositive authority; Adam Mendelsohn has a 10% pecuniary interest in MFE, LLC—potential alignment/conflict consideration .
- 2025 Lock-up: Listed among lock-up parties in the October 2025 placement agency agreement (ThinkEquity) .
Expertise & Qualifications
- Founder/director experience across multiple medical device and implantable technology companies; governance through significant transactions (sales/merger) .
- Legal training (J.D.) and broad biomedical board exposure (USC AMI) supporting governance and compliance competencies .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Options Included | As-of |
|---|---|---|---|---|
| Aaron Mendelsohn | 1,212,613 | 2.0% | 126,126 options exercisable within 60 days | March 31, 2025 |
| Shares outstanding | 59,234,903 | — | — | March 31, 2025 |
| Options outstanding (director disclosure) | 160,965 | — | Aggregate options held by Aaron as of 12/31/2024 | December 31, 2024 |
- Composition: Includes 1,086,487 common shares controlled by Aaron (including those owned by MFE, LLC, over which he has sole voting/dispositive authority) plus 126,126 option shares; Adam Mendelsohn holds a 10% pecuniary interest in MFE, LLC .
- Pledging/hedging policy: Company prohibits pledging, short sales, and derivatives/hedging for directors and covered persons (alignment safeguard) .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstained | Broker Non-Votes | Meeting Date |
|---|---|---|---|---|---|
| Advisory approval of NEO compensation | 23,052,944 | 594,065 | 1,673,835 | 11,776,254 | June 24, 2025 |
Governance Assessment
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Strengths:
- Significant founder and board experience in medical devices and implantable technology; deep transaction history (sales/merger) informing strategic oversight .
- Moderate director pay; standard retainer-plus-option structure consistent with small-cap biotech norms; ability to elect equity in lieu of cash enhances alignment .
- Attendance threshold met; board maintains independent committee composition and uses an independent compensation consultant (Compensia) with no conflicts identified .
-
Concerns / RED FLAGS:
- Independence: Aaron is not independent due to being the CEO’s father; familial ties can impair perceived board objectivity and raise related-party oversight risk .
- Interlock exposure: MFE, LLC control by Aaron with Adam’s 10% pecuniary interest introduces a potential conflict channel in ownership influence (monitor voting/related transactions closely) .
- Committee participation: No committee memberships, limiting direct role in audit, compensation, or nomination oversight; mitigated by independent composition of committees .
-
Signals:
- Lock-up participation in October 2025 financing suggests alignment with long-term shareholder value (reduces sell pressure) .
- Company’s insider trading policy (no pledging/hedging) supports ownership alignment and mitigates red flags often seen in small-cap governance .
Overall, while Aaron brings deep sector governance and founder credentials, his non-independent status and MFE, LLC link warrant heightened monitoring of board processes around CEO oversight, related-party reviews, and voting control. Ensuring continued independent leadership of key committees and transparent disclosure of any potential related-party matters will be important to maintain investor confidence .