Adam Mendelsohn
About Adam Mendelsohn
Adam Mendelsohn, Ph.D., is Chief Executive Officer and a director of Vivani Medical since the 2022 merger, age 43 as of April 1, 2025 . He holds a Ph.D. in bioengineering (UCSF/UC Berkeley), with NSF-funded research on immuno-isolated transplantation for Type 1 diabetes and early leadership roles in venture innovation; he previously served as CEO of Nano Precision Medical (2009–2022) . Vivani’s shareholder return from a $100 initial investment rose from $20.52 (2022) to $24.64 (2023) and $28.02 (2024), while net losses were ($13.9M), ($25.7M), and ($23.5M) for 2022–2024, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nano Precision Medical | Chief Executive Officer | 2009–2022 | Built and led NanoPortal implant platform; merged with Second Sight to form Vivani |
| Vivani Medical | Chief Executive Officer & Director | 2022–present | Pivoted to GLP-1 obesity portfolio; advanced LIBERATE-1 first-in-human implant study |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Maestro Foundation | Board member | Not disclosed | Non-profit governance and outreach |
| Alfred E. Mann Institute (USC) | Technical Advisor | Not disclosed | Biomedical engineering advisory |
| UCSF Graduate Division Alumni Association | President | Not disclosed | Alumni leadership |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | 597,683 | 610,000 |
| Target bonus (%) | Not disclosed | Not disclosed |
| Actual bonus paid ($) | 0 | 0 |
| All other comp ($) | 11,938 | 13,200 |
Notes:
- Company does not sponsor a formal bonus plan; no bonus paid for 2024 .
- “All other comp” primarily 401(k) match (dollar-for-dollar up to 4%, cap $13,800 in 2024) .
Performance Compensation
| Incentive | Grant date | Units/Value | Vehicle/Strike | Performance metric | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| RSUs (performance-based) | 03/06/2023 | 100,000 RSUs ($116,000 mkt value at 12/31/24) | Stock units | Stock price closes ≥$3.15 for 3 consecutive days | One-third vests at hurdle achievement; remaining one-third on first and second anniversaries; CIC rules detailed below | Per performance schedule; subject to continued service |
| RSUs (performance-based) | 05/10/2024 | 100,000 RSUs ($116,000 mkt value at 12/31/24) | Stock units | Stock price closes ≥$3.15 for 3 consecutive days | Same as above; CIC vesting depends on award assumption and CIC Stock Price | Per performance schedule |
| Stock options (time-based) | 01/19/2023 | 200,000 (95,833 exercisable; 104,167 unexercisable at 12/31/24) | $1.27 | Service-based | N/A | 25% at 1-year; remainder monthly over next 3 years |
| Stock options (performance-based) | 03/06/2023 | 200,000 (performance option) | $1.09 | Stock price closes ≥$6.30 for 3 consecutive days | 100% vests upon hurdle; accelerates immediately prior to Sale Event if CIC Stock Price ≥$6.30 | Single vest on hurdle; 4-year term |
| Stock options (time-based) | 05/10/2024 | 200,000 unexercisable at 12/31/24 | $1.81 | Service-based | N/A | 25% at 1-year; remainder monthly over next 3 years |
| Legacy option | 12/18/2018 | 60,373 exercisable | $3.15 | Service-based | N/A | Previously vested; expires 12/17/2028 |
Additional alignment and oversight:
- Compensation Recovery (clawback) Policy adopted August 11, 2023; recoups incentive comp tied to financial reporting measures for three fiscal years preceding a restatement, regardless of fault .
- Equity grant timing practices disclosed; 2024 executive grants approved around May; includes grant-date fair values and contemporaneous stock price change disclosure per 402(x) .
Equity Ownership & Alignment
| Ownership metric (as of 3/31/2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 3,922,612 | 6.6% of 59,234,903 shares outstanding |
| Direct/common shares controlled (incl. spouse) | 3,695,573 | Per footnote; excludes 10% pecuniary interest in MFE, LLC |
| Options exercisable (within 60 days) | 168,706 | Included in beneficial ownership |
| Shares pledged as collateral | Prohibited by policy | Insider Trading Policy bans pledging/margin/hedging |
| Ownership guidelines (executive) | Not disclosed | N/A |
Vesting overhang and potential selling pressure:
- Time-based options from 01/19/2023 and 05/10/2024 create recurring monthly vest through 2027–2028; the 25% cliffs on 01/19/2024 and 05/10/2025 are notable for initial unlocks .
- Price-hurdle RSUs (two grants of 100,000 each) and the $6.30 performance option concentrate incentive around price targets; achievement triggers multi-year RSU vest and immediate option vest, which can increase sellable supply, especially if accompanied by CIC acceleration rules .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | None; Vivani states NEOs (including CEO) have no employment agreements |
| Severance policy (amended & restated 4/29/2025) | Double-trigger within 60 days prior to or 12 months post-change in control; requires irrevocable separation agreement |
| Cash severance | Lump sum equal to 12 months base salary |
| Target bonus severance | Lump sum prorated target bonus (higher of current-year or pre-CIC target) |
| COBRA | Company portion of premiums up to 12 months or until other coverage/COBRA end |
| Equity acceleration | Time-based equity awards accelerate to fully vested/exercisable at later of separation agreement effective date or CIC effective time |
| RSU/option CIC terms (award-level) | Performance RSUs: if assumed and CIC Stock Price ≥$3.15, one-third vests at Sale Event with remaining tranches on first and second anniversaries; additional immediate vesting if terminated without Cause/Good Reason within 12 months post-Sale Event; if not assumed and CIC Stock Price ≥$3.15, award vests immediately . Performance option: fully vests immediately prior to Sale Event if CIC Stock Price ≥$6.30 |
| Clawback | Compensation Recovery Policy effective 8/11/2023; applies to incentive-based comp tied to financial reporting measures upon restatement, regardless of fault |
| Hedging/pledging/margin | Prohibited for directors/officers/employees; blackout windows and pre-clearance required; standing orders discouraged – |
Board Governance
- Role and independence: Mendelsohn serves as CEO and director; he is not independent. The board identifies Adam Mendelsohn and his father Aaron Mendelsohn as non-independent; all other directors are independent under Nasdaq rules .
- Chair/structure: Independent Chairman of the Board is Gregg Williams; committees (Audit, Compensation, Nominating & Corporate Governance) comprised solely of independent directors; Mendelsohn is not listed as a member of any committee .
- Committee details: Audit chaired by Dean Baker, who is an “audit committee financial expert”; Compensation chaired by Dean Baker; Nominating chaired by Gregg Williams .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024 .
- Insider trading/pledging: Board-adopted Insider Trading Policy prohibits pledging, hedging and margin; pre-clearance required; quarterly blackout periods enforced –.
Director Compensation (Mendelsohn as a director)
- Mendelsohn received no additional director compensation in 2024 beyond executive compensation; non-employee director policy provides retainers and option grants but excludes executives .
- Non-employee director cash retainers: Board $35,000; committee and chair retainers per policy; option grants in lieu of cash available and annual initial/renewal option grants set by policy –.
Compensation Structure Analysis
- Mix and trends: 2024 total comp $1,084,200 vs $1,044,621 in 2023 with modest base salary increase and a shift toward performance-based RSUs ($169,000 in 2024 vs $93,000 in 2023) while option grant value declined ($292,000 in 2024 vs $342,000 in 2023), signaling greater at-risk equity tied to stock price hurdles .
- Pay-versus-performance: “Compensation Actually Paid” (CAP) for CEO was $954,818 (2023) and $915,162 (2024) versus SCT totals; Vivani’s TSR improved across 2022–2024 despite ongoing net losses, but CAP is primarily a function of equity fair value changes rather than realized outcomes .
- Performance metrics: Awards are linked to absolute stock price hurdles ($3.15 and $6.30) rather than operational metrics (revenue/EBITDA/TSR percentile); no formulaic annual cash bonus program disclosed for 2024 .
- Governance safeguards: Robust clawback policy and prohibitions on hedging/pledging; independent compensation consultant (Compensia LLC) engaged; committee assessed independence and found no conflicts .
Risk Indicators & Red Flags
- Dual-role consideration: CEO is a director and has a family relationship on the board (Aaron Mendelsohn); however, an independent Chairman and fully independent key committees mitigate some governance risk .
- Equity-linked pressure points: Price-hurdle RSUs and options could drive selling around achievement/vesting and change-of-control acceleration, particularly if CIC Stock Price thresholds are met .
- Related-party capital: Private placements with the independent Chairman (Gregg Williams) in November 2024 ($5.0M at $1.26/share) and March 2025 ($8.25M at $1.12/share via affiliate) supported runway but require ongoing conflict oversight .
- Operating performance: Company remains loss-making with net loss of $23.5M in 2024; execution risk tied to clinical milestones (LIBERATE-1, NPM-139 path to IND) .
Investment Implications
- Alignment: Absence of cash bonus and prevalence of performance-based stock instruments (RSUs at $3.15 hurdle; option at $6.30) align CEO pay with shareholder value creation, with meaningful upside only upon sustained stock price improvement; clawback and anti-pledging policies further support alignment .
- Overhang/flow: Monthly vesting from time-based grants and event-driven acceleration in CIC scenarios create supply overhangs and potential selling pressure around cliff dates and price hurdle achievements; monitor liquidity and filings near vest dates and material events .
- Governance: Independent chair and committees mitigate risks from CEO/director dual role and family relationship; continued monitoring of related-party financings and independence assertions recommended .
- Execution: Equity value realization is tied to clinical and regulatory progress (first-in-human LIBERATE-1 and semaglutide implant preclinical/IND path); macro obesity GLP-1 tailwinds are supportive, but timelines and financing needs remain critical .