Alexandra Popoff
About Alexandra Popoff
Independent director at Vivani Medical (VANI). First joined the board in 2021 (Second Sight), continuing post-Merger in 2022; age 45 as of April 1, 2025 . J.D. (University of Michigan), MBA (Aerospace & Defense, University of Tennessee), and B.A. (Hamilton College), with legal and corporate governance credentials across aerospace/defense and packaging industries; former Senior Vice President & General Counsel at Williams International (2019–Jun 2024) and currently Program-Related Investments Pipeline Director and General Counsel at the Venn Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williams International (private aerospace/defense) | Senior Vice President & General Counsel | 2019–Jun 2024 | Legal leadership; corporate governance support |
| Amcor Rigid Packaging | Legal Director & Associate General Counsel | 2013–2019 | Corporate legal; M&A support |
| Compuware | Corporate Counsel | 2012–2013 | Corporate legal |
| Baker & McKenzie (NY) | Associate, M&A | 2008–2012 | Transactional execution |
| NYSE (Enforcement Division); DOJ (Antitrust Division) | Roles in enforcement/antitrust | Not dated (pre-2008) | Regulatory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Venn Foundation (national nonprofit) | Program-Related Investments Pipeline Director & General Counsel | Current | Focus on program-related investments; donor-advised fund structures |
| Various non-profit boards | Board member | Ongoing (unspecified) | Not individually disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Deemed “independent” under Nasdaq rules; serves on Audit, Compensation, and Nominating & Corporate Governance Committees |
| Committee Memberships | Audit (member), Compensation (member), Nominating & Corporate Governance (member); not a chair |
| Attendance | Each director attended at least 75% of combined Board and relevant committee meetings in 2024 and 2023 |
| Board/Committee Meetings | 2024: Board 4, Audit 4, Compensation 5, Nominating 1; 2023: Board 5, Audit 4, Compensation 5, Nominating 1 |
| Risk Oversight | Audit oversees financial/cyber risk; Compensation oversees leadership assessment/comp incentives; Nominating oversees governance/succession; full Board oversees strategic/financial risks |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $35,000 | Paid quarterly, prorated for partial years |
| Committee Fees (cash) | Audit member $10,000; Compensation member $6,000; Nominating member $4,000 | Not chair; total committee cash $20,000 |
| Total Cash Earned | $55,000 | Matches Board + three committee member fees |
| Non-Employee Director Cap | Max $500,000 per director per year; $750,000 in first year including initial grant; Board Chair max $750,000 |
Performance Compensation
| Component | 2024 Grant-Date Fair Value | Vesting | Key Terms |
|---|---|---|---|
| Annual Option Grant | $35,000 | Annual option grant vests in full by next annual meeting or first anniversary, subject to service | Targeted option grant value equals annual retainer (excl. committee fees) |
| Option in Lieu of Cash Retainer (election) | N/A (policy) | If elected: granted Jan 1; vests quarterly (1/4 per quarter); pro-rated for mid-year appointees | Election required by Dec 31 prior year or within 30 days of appointment |
| Initial Director Option Grant | N/A (policy) | Vests monthly over 3 years | Targeted grant value equals annual retainer |
| Change-of-Control (Sale Event) | N/A (policy) | 100% acceleration of non-employee director equity awards | Defined under 2022 Omnibus Incentive Plan |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Second Sight Medical Products (pre-Merger) | Director | 2021–2022 | Continued as Vivani director post-Merger |
| Williams International | Former SVP & GC | 2019–Jun 2024 | Gregg Williams (Vivani Chair) is Chairman/CEO at Williams International; potential network tie (Popoff no longer employed there) |
Expertise & Qualifications
| Qualification | Detail |
|---|---|
| Legal credentials | J.D., University of Michigan Law School |
| Business credentials | Aerospace & Defense MBA, University of Tennessee (Haslam); B.A., Hamilton College |
| Industry experience | Aerospace/defense, packaging, enterprise software; regulatory exposure (NYSE Enforcement, DOJ Antitrust) |
| Board skills | Legal, governance, strategic leadership; Audit Committee experience; independent director |
Equity Ownership
| Holder | Shares Owned | Options/Warrants Counted (≤60 days) | Total Beneficial | % of Shares Outstanding |
|---|---|---|---|---|
| Alexandra Popoff | 2,166 common shares | 46,610 options exercisable within 60 days | 49,742 shares beneficially owned | <1% (based on 59,234,903 shares outstanding as of Mar 31, 2025) |
Governance Assessment
- Committee load and independence: Popoff serves on three key committees (Audit, Compensation, Nominating), with the board affirming independence under Nasdaq rules—supportive of board effectiveness and objective oversight .
- Engagement: Board and committee activity was regular (Board 4–5 meetings; committees 1–5), and Popoff met the ≥75% attendance threshold in 2024 and 2023, indicating adequate engagement .
- Compensation mix and alignment: Cash is modest ($55k) with options ($35k grant-date value) tied to retainer value and service-based vesting; policy permits options in lieu of cash for further equity alignment. Non-employee director equity accelerates on change-of-control (standard, but investors may scrutinize acceleration features) .
- Ownership alignment: Beneficial ownership is small (<1%), with most exposure through options; no pledging or hedging disclosures identified in the proxy excerpts—no red flags noted in available disclosures .
- Potential conflicts and interlocks: Historical employment overlap with Williams International (where Vivani’s Chair is CEO) creates a network tie; however, Popoff is no longer employed there and is designated independent. The 2024 proxy describes formation of a Special Committee (including Alexandra Larson/Popoff) to evaluate the Merger due to other directors’ NPM interests, evidencing governance safeguards against conflicts at that time .
- Compensation oversight quality: Compensation Committee uses independent consultant Compensia, with annual independence assessments and no conflicts reported—positive for governance of pay .
- Additional notes: The company does not have a policy requiring director attendance at the Annual Meeting, a minor governance gap in shareholder engagement terms .
RED FLAGS to monitor
- Change-of-control acceleration of director equity can misalign with long-term shareholder value if used in conjunction with significant grants; continue monitoring grant sizing relative to caps ($500k; $750k for initial year; $750k for Chair) .
- Historical interlock via Williams International (Popoff former executive; Williams Vivani Chair/CEO there) could raise perceived independence questions; current proxy affirms Nasdaq independence, but investors may want disclosure clarity on any ongoing consulting or business relationships between Vivani and Williams International (none disclosed in retrieved sections) .