Gregg Williams
About Gregg Williams
Gregg Williams, 66, is an Independent Director and Non-Executive Chairman of the Board at Vivani Medical (VANI). He has served on the company’s board since the 2022 merger of Second Sight Medical Products with Nano Precision Medical (NPM), having previously served on Second Sight’s board since 2009 and as its Chairman from March 2018; he also served on NPM’s board before the merger. Williams is Chairman, President, and CEO of Williams International Co., LLC (gas turbine engines), Chairman and majority owner of Ramos Arizpe Manufacturing (automotive engine parts, Mexico), holds a B.S. in Mechanical Engineering from the University of Utah, and has numerous patents; he is a current board member of the General Aviation Manufacturers Association and a former member of the Henry Ford Hospital Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Second Sight Medical Products, Inc. | Director; Chairman of the Board | Director since 2009; Chairman from March 2018; service ended upon 2022 merger | Longstanding governance leadership pre-merger |
| Nano Precision Medical, Inc. (NPM) | Director | Until merger in 2022 | Pre-merger oversight; common directorship with other Vivani directors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Williams International Co., LLC | Chairman, President & CEO | Since July 1999 | Leading developer/manufacturer of gas turbine engines |
| Ramos Arizpe Manufacturing (ram-mx.com) | Chairman & Majority Owner | Not disclosed | High-volume automotive engine parts manufacturing (Mexico) |
| General Aviation Manufacturers Association | Board Member | Not disclosed | Industry association governance |
| Henry Ford Hospital | Former Board Member | Not disclosed | Prior non-profit board role |
Board Governance
- Roles: Independent Director; Non-Executive Chairman; member of Compensation Committee; Chair of Nominating & Corporate Governance Committee .
- Committee independence: Compensation Committee (Williams member) and Nominating & Corporate Governance Committee (Williams chair) comprised of directors deemed “independent” under Nasdaq 5605(a)(2) .
- Meetings and attendance: In 2024, Board held 4 meetings; Audit 4; Compensation 5; Nominating & Corporate Governance 1. Each director attended at least 75% of combined Board and applicable committee meetings .
- Compensation consultant: Compensia, LLC engaged by Compensation Committee; Committee annually assessed independence and concluded no conflicts of interest; consultant reported directly to the Committee .
- Non-employee director fee schedule (policy): See “Fixed Compensation” table below for cash retainers by role .
Fixed Compensation
| Component | Amount ($) | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (Gregg Williams) | 70,667 | FY2024 | Per director compensation table |
| Option Awards (Grant-date fair value) | 35,000 | FY2024 | ASC 718 fair value; accounting cost, not realized value |
| Total (Cash + Options) | 114,000 | FY2024 | Per director compensation table |
| Board Annual Retainer (all non-employee members) | 35,000 | Policy | Paid quarterly; prorated |
| Additional Retainer – Non-Executive Chairman | 20,000 | Policy | Applies to Williams as Chairman |
| Audit Chair Retainer | 20,000 | Policy | Committee chairs |
| Audit Member Retainer (non-chair) | 10,000 | Policy | Committee members |
| Compensation Chair Retainer | 12,000 | Policy | Committee chairs |
| Compensation Member Retainer (non-chair) | 6,000 | Policy | Committee members |
| Nominating Chair Retainer | 8,000 | Policy | Committee chairs |
| Nominating Member Retainer (non-chair) | 4,000 | Policy | Committee members |
Notes:
- As of December 31, 2024, Williams held outstanding options to purchase 800,006 shares (aggregate across holdings); table labeled “As of December 31, 2024” provides option counts by director .
Performance Compensation
- Equity form: Non-employee director equity awards are stock options; 2024 option award fair value to Williams was $35,000 (ASC 718) .
- Vesting, performance metrics: The proxy discloses the non-employee director compensation program and option grant accounting but does not disclose performance-based metrics (e.g., TSR, revenue growth) tied to director pay; awards appear time-based with no performance metric disclosure in the director program sections .
| Performance Metric | Target | Actual | Weighting | Applicable to Director Pay? |
|---|---|---|---|---|
| TSR percentile | Not disclosed | Not disclosed | Not disclosed | Not disclosed for directors |
| Revenue growth | Not disclosed | Not disclosed | Not disclosed | Not disclosed for directors |
| EBITDA/Operating metrics | Not disclosed | Not disclosed | Not disclosed | Not disclosed for directors |
| ESG goals | Not disclosed | Not disclosed | Not disclosed | Not disclosed for directors |
Other Directorships & Interlocks
- Pre-merger interlocks: Three Vivani directors (Williams, Aaron Mendelsohn, Dean Baker) were also directors of NPM and had ownership interests in NPM prior to the merger; a Special Committee of non-affiliated directors evaluated and recommended the merger terms to mitigate conflicts .
- Public company boards: No current public company directorships for Williams disclosed in the proxy biography .
Expertise & Qualifications
- Mechanical engineering degree (University of Utah), numerous patents in gas turbine engines, turbomachinery, rocket engines, control systems; deep experience leading technology-focused manufacturing companies and industry associations (GAMA) .
Equity Ownership
| Date (As of) | Total Beneficial Ownership (Shares) | % of Shares Outstanding | Breakdown – Common | Breakdown – Warrants | Breakdown – Options |
|---|---|---|---|---|---|
| Mar 31, 2025 | 23,428,964 | 36.4% | 18,373,169 | 4,462,180 | 784,356 |
| Mar 31, 2024 | 21,315,992 | 34.4% | 14,404,916 | 6,178,030 (excludes 476,631 expired 4/15/24) | 733,046 (by entities controlled) |
Additional ownership/filings:
- Section 16(a): Proxy notes one late Form 4 filing for Williams on November 13, 2024 due to administrative error .
Insider financing and related-party transactions:
- Private sale to Williams (Nov 8, 2024): 3,968,253 shares at $1.26 per share; gross proceeds ≈ $5 million .
- Share purchase agreement (effective Mar 26, 2025) with entity beneficially owned by Williams: up to 7,366,071 shares at $1.12 per share; expected gross proceeds ≈ $8.25 million over up to five closings through Jan 15, 2026; no warrants or discounts; no placement agent/fees .
Governance Assessment
- Board effectiveness and engagement: Williams chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee; committees are composed of directors deemed independent under Nasdaq rules, supporting governance oversight . Meeting cadence in 2024 (Board 4, Audit 4, Compensation 5, Nominating 1) and minimum 75% attendance by all directors indicate active governance processes .
- Ownership alignment vs. concentration risk: Williams’ large beneficial stake (36.4% as of Mar 31, 2025) aligns incentives but confers significant influence; beneficial ownership includes common shares, warrants, and options controlled through entities .
- Related-party and financing signals: Direct private placements to Williams in 2024 and 2025 provided non-dilutive capital without fees, suggesting confidence and support; however, recurring insider financings and prior NPM interlocks necessitate continued monitoring for potential conflicts (Special Committee was used at merger to mitigate such risks) .
- Compensation structure: As Non-Executive Chairman, Williams receives an additional $20,000 retainer; his FY2024 director pay was modest and split between cash ($70,667) and option awards ($35,000), with no performance-based metrics disclosed for director compensation, typical for small-cap biotech governance but limiting explicit pay-for-performance ties at the board level .
- Compliance: A single late Form 4 due to administrative error was reported; isolated but worth noting as a minor process red flag .
Board Governance (Summary)
| Attribute | Detail |
|---|---|
| Independence status | Independent Director per committee composition; Non-Executive Chairman |
| Committee assignments | Compensation Committee (member); Nominating & Corporate Governance (Chair) |
| Attendance | ≥75% of Board/committee meetings by all directors; 2024 Board (4), Audit (4), Compensation (5), Nominating (1) |
| Director fee policy | Board retainer $35,000; Non-Executive Chair +$20,000; Committee chair/member retainers per policy |
| Consultant | Compensia, LLC; independence assessed, no conflicts |
RED FLAGS
- Related-party transactions: Significant insider financings by Williams in Nov 2024 and Mar 2025; although structured at market price and without fees/warrants, they are related-party transactions that warrant oversight .
- Ownership concentration: 36.4% beneficial stake creates potential influence over governance outcomes, requiring robust independent committee processes .
- Historical interlocks: Pre-merger common directorships and ownership interests among Vivani directors and NPM; Special Committee used at time of merger to address conflicts, but interlock history merits continued vigilance .
- Late Section 16 filing: One late Form 4 in Nov 2024 due to administrative error .
Notes and Omissions
- No disclosure of director-specific stock ownership guidelines, pledging/hedging by Williams, or performance-based director equity metrics in the proxy sections reviewed; therefore, these items are not included .