Dean Baker
About Dean Baker
Dean Baker, Ph.D., is an independent director of Vivani Medical (VANI), age 82 as of April 1, 2025, and designated by the Board as an “audit committee financial expert.” He serves as Chair of both the Audit and Compensation Committees and is a member of the Nominating & Corporate Governance Committee. The proxy nominees table lists his Year First Became Director as 2021; the biography also notes he has served since the 2022 merger, reflecting his continuity from pre‑merger NPM service. He holds a Ph.D. in electrical engineering from Carnegie‑Mellon University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman | Vice President; oversaw division with ~$1B annual sales | 1983–1999 | Senior operating and P&L leadership experience |
| Semtech (public) | Director (incl. service on compensation, audit, and governance committees) | 9 years | Public company board experience across key committees |
| Advanced Bionics | Director (prior to sale to Boston Scientific) | n/a | Medtech board experience through M&A outcome |
| Alfred E. Mann Institute (USC) | Founding Director | n/a | Governance and translational medtech leadership |
| Nano Precision Medical (NPM) | Director | 2013–2022 | Continued through VANI merger |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| MUST Imaging (startup) | Director | 2018 | Medical imaging startup board service (current) |
Current public company directorships: None disclosed for Dr. Baker; prior public board: Semtech (completed prior service).
Board Governance
- Independence: The Board determined all directors except Adam and Aaron Mendelsohn are independent; Dr. Baker is independent under NASDAQ rules.
- Committees and roles (2024 activity year):
- Audit Committee: Dean Baker (Chair), Daniel Bradbury, Alexandra Popoff; Baker designated “audit committee financial expert.”
- Compensation Committee: Dean Baker (Chair), Alexandra Popoff, Gregg Williams.
- Nominating & Corporate Governance Committee: Gregg Williams (Chair), Dean Baker, Alexandra Popoff.
- Meetings and attendance (FY2024): Board 4; Audit 4; Compensation 5; Nominating 1. Each director attended at least 75% of applicable meetings.
- Annual meeting support (June 24, 2025): Director election votes for Dean Baker: For 24,920,589; Withheld 400,255; Broker non‑votes 11,776,254. Say‑on‑pay advisory vote: For 23,052,944; Against 594,065; Abstain 1,673,835; Broker non‑votes 11,776,254.
- Insider trading/hedging policy: Company prohibits short sales, derivative hedging, margin use, and pledging of Company securities by directors, officers, and employees.
- Clawback: Compensation Recovery Policy (effective Aug 11, 2023) compliant with Nasdaq; no recoveries required to date.
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Board annual cash retainer | $35,000 | Non‑employee directors; paid quarterly, prorated for partial year |
| Committee chair/member retainers | Audit Chair $20,000; Audit member $10,000; Compensation Chair $12,000; Compensation member $6,000; Nominating Chair $8,000; Nominating member $4,000 | Annual, paid quarterly |
| Non‑Executive Chair of the Board | +$20,000 | Additional to director retainer (applies to Chair, not Baker) |
| 2024 Fees Earned (Dean Baker) | $71,000 | Consistent with Board and chair/member roles held |
Performance Compensation
| Equity Element | Grant practice | 2024 Dean Baker Award(s) | Vesting | Change-of-Control |
|---|---|---|---|---|
| Annual Option Grant | Option with targeted grant‑date fair value equal to annual retainer (excl. committee retainers) granted at each annual meeting to continuing directors | Option awards (aggregate grant‑date fair value): $35,000 | Annual option vests in full at earlier of 1‑year anniversary or next annual meeting; subject to service | Director equity vests 100% upon a Sale Event |
| Initial Option Grant | Option with targeted grant‑date fair value equal to annual retainer (excl. committees) upon joining Board | Not applicable in 2024 | Vests monthly over 3 years; service‑based | |
| Cash in lieu of options election | Directors may elect to receive annual cash retainer as options (timely election required) | Baker took cash; did not elect options in lieu of cash in 2024 (fees $71,000 in cash) | Options in lieu vest quarterly across the year |
Other Directorships & Interlocks
| Company | Type | Role | Committee roles | Interlock/Conflict notes |
|---|---|---|---|---|
| MUST Imaging | Private | Director | Not disclosed | No VANI‑related transaction disclosed |
| Semtech | Public (prior) | Director | Compensation, Audit, Governance (prior service) | Prior experience only; no current interlock disclosed |
| Advanced Bionics | Private (prior to sale) | Director | n/a | Historical role; no current interlock disclosed |
Related‑party transactions: 2024–2025 private placements to director Gregg Williams; no related‑party transactions involving Dean Baker disclosed.
Expertise & Qualifications
- Technical and financial oversight credentials: Audit committee financial expert; Ph.D. in electrical engineering (Carnegie‑Mellon).
- Extensive operating experience: Former VP at Northrop Grumman with $1B revenue division P&L responsibility.
- Public company governance: Prior Semtech board service across key committees; medtech board experience (Advanced Bionics).
- Age and tenure context: Age 82; Year First Became Director listed as 2021; biography references service since 2022 merger.
Equity Ownership
| Holder | Shares Owned Directly/Individually | Options Exercisable (within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Dean Baker | 197,482 | 122,682 | 320,164 | <1% (asterisked in table) |
| Shares outstanding basis for % | 59,234,903 as of Mar 31, 2025 | — | — | — |
| Hedging/Pledging | Company policy prohibits short sales, derivatives/hedging, margin, and pledging by insiders | — | — | — |
| Notes: Percentages per company table; “*” denotes less than one percent. |
Governance Assessment
-
Strengths
- Independent director with deep audit and compensation expertise; chairs both Audit and Compensation and is designated audit committee financial expert.
- Strong shareholder support in 2025 election (24.9M For vs. 0.4M Withheld).
- Robust insider trading policy prohibiting hedging and pledging; clawback policy compliant with Nasdaq; no recoveries required.
- Director compensation structure balanced between modest cash retainers and equity options; no meeting fees that could bias behavior.
-
Watch items
- Concentration of committee leadership (chairs two key committees); ensure adequate succession planning and workload balance at committee level.
- Board diversity remains limited (1 female of 6 directors as of prior year reference), though Baker’s role is specific to expertise; monitor ongoing refreshment and diversity efforts.
-
Red flags
- None identified for Dean Baker: no related‑party transactions involving Baker disclosed; no delinquent Section 16 filings reported for him.
Appendices
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Dean Baker | 71,000 | 35,000 | 106,000 |
Committee Structure (current per 2025 proxy)
- Audit: Dean Baker (Chair); Daniel Bradbury; Alexandra Popoff. Baker is “audit committee financial expert.”
- Compensation: Dean Baker (Chair); Alexandra Popoff; Gregg Williams.
- Nominating & Corporate Governance: Gregg Williams (Chair); Dean Baker; Alexandra Popoff.
2025 Annual Meeting Voting (select items)
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Director – Dean Baker | 24,920,589 | — | 400,255 | 11,776,254 |
| Say‑on‑Pay (NEO compensation) | 23,052,944 | 594,065 | 1,673,835 | 11,776,254 |
All information above is sourced from Vivani Medical’s DEF 14A (filed April 29, 2025) and Form 8‑K (filed June 25, 2025).