Adam Stern
About Adam Stern
Adam Stern (age 61) is a Class III independent director of VivoSim Labs, re-joined the board in July 2020 after prior service from February 2012 to June 2013. He is CEO of SternAegis Ventures and Head of Private Equity Banking at Aegis Capital Corp. since December 2012, with a 35+ year career in private equity and life sciences finance; he holds a BA from the University of South Florida (1987) and is FINRA-licensed since 1987 (General Securities Principal since 1991) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spencer Trask Ventures, Inc. | Senior Managing Director; managed structured finance group focusing on tech and life sciences | 1997–2012 | Not disclosed |
| Josephthal & Co., Inc. | Head of Private Equity; Managing Director | 1989–1997 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SternAegis Ventures (Aegis Capital) | Chief Executive Officer | 2012–present | Leads venture/private equity financing |
| Aegis Capital Corp. | Head of Private Equity Banking | 2012–present | Not disclosed |
| DarioHealth Corp. (Nasdaq: DRIO) | Director | Current | Not disclosed |
| Aerami Therapeutics Holdings, Inc. | Director | Current | Not disclosed |
| Amplifica Holdings Group, Inc. (private) | Director | Current | Not disclosed |
| Matinas BioPharma Holdings, Inc. (NYSE: MTNB) | Director | Former | Not disclosed |
| Hydrofarm Holdings Group, Inc. (Nasdaq: HYFM) | Director | Former | Not disclosed |
| InVivo Therapeutics, Inc. (Nasdaq: NVIV) | Director | Former | Not disclosed |
| PROLOR Biotech | Director (prior to sale to Opko Health) | Former | Not disclosed |
Board Governance
- Independence: The Board affirmatively determined Stern is independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee member; Compensation Committee member .
- Attendance and engagement: All directors attended ≥75% of Board/committee meetings in FY2025; Board met 8 times (10 written consents); Audit met 4x (2 consents); Compensation met 0x (5 consents); Nominating met 0x (3 consents); Science & Technology met 1x .
- Executive sessions: Held at each regularly scheduled Board meeting; independent directors meet in executive session; Lead Independent Director is Douglas J. Cohen .
- Years of service on VIVS board: Since July 2020 (current term Class III) .
Fixed Compensation
| FY2025 Director Cash Compensation | Amount ($) | Detail |
|---|---|---|
| Annual Board retainer | 66,300 | Non-employee director retainer |
| Audit Committee member fee | 15,300 | Member (not Chair) |
| Compensation Committee member fee | 15,300 | Member (not Chair) |
| Meeting fees | 0 | No Board/committee meeting fees |
| Total Cash Earned (Adam Stern) | 96,900 | Matches retainer + two committee fees |
| Total FY2025 Director Compensation (Adam Stern) | 107,629 | Includes equity grant value |
Performance Compensation
| FY2025 Equity Awards (Directors) | Shares/Units | Grant Value ($) | Grant Date | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (time-based) | 1,633 | 10,729 | August 2024 | Vested in full on Aug 4, 2025 | Awarded to each director |
| Options (director) | — | — | — | — | No option awards disclosed for Stern in FY2025 |
- Performance metrics tied to director compensation: None disclosed; director RSUs are time-based (no PSU/TSR metrics) .
Other Directorships & Interlocks
- Related-party network: Viscient Biosciences. Stern (and Cohen and Gobel via Methuselah entities) invested in Viscient via a convertible note; Viscient is led by Keith Murphy (VIVS Executive Chairman) and has an intercompany agreement with VIVS covering services, shared facilities, and testing; VIVS incurred ~$118,000 R&D consulting expenses to Viscient in FY2025 and provided ~$3,000 histology services to Viscient .
- Implication: Financial ties to Viscient create a potential conflict vector; Audit Committee oversees related-party transactions under formal policy .
Expertise & Qualifications
- Finance and capital markets: 35+ years in structured finance, venture/private equity; FINRA broker since 1987; General Securities Principal since 1991 .
- Life sciences exposure: Multiple public/private life sciences board roles; domain expertise in financing and scaling life sciences companies .
Equity Ownership
| Ownership Component | Amount | Notes |
|---|---|---|
| Common shares held | 4,899 | Direct holding |
| Options exercisable (≤60 days) | 4,374 | Immediately exercisable or within 60 days |
| Total beneficial ownership | 9,273 | As of Oct 17, 2025 |
| Shares outstanding (record date) | 2,607,962 | As of Oct 17, 2025 |
| Ownership as % of outstanding | ~0.36% (computed from 9,273/2,607,962) |
- Stock ownership guidelines: Directors required to hold stock equal to 4x annual cash retainer; Company states all directors with >5 years on Board are in compliance .
- Hedging/pledging: Prohibited by Insider Trading Policy for officers/directors/employees .
Governance Assessment
-
Positives
- Independent director with dual committee roles (Audit and Compensation), reinforcing oversight of financial reporting and pay decisions .
- Strong attendance culture; ≥75% attendance across Board/committees; independent director executive sessions held routinely .
- Compensation governance practices include independent consultant (Anderson), no option repricing, no excise tax gross-ups, double-trigger vesting, and prohibited hedging/pledging, supporting investor-aligned governance .
- Director compensation structure modest and balanced: cash $96,900 plus time-based RSUs ~$10,729 in FY2025; no meeting fees, consistent with small-cap norms .
-
Potential conflicts and RED FLAGS
- Viscient intercompany activity and Stern’s investment in Viscient via convertible note create related-party exposure; while Stern remains classified independent, continued transactions (e.g., ~$118,000 R&D consulting expenses paid to Viscient in FY2025) warrant monitoring for Board independence optics and conflict controls .
- Primary occupation at a broker-dealer affiliate (Aegis Capital/SternAegis) could present perceived conflicts if VIVS engages in capital markets transactions involving Aegis; no such transactions disclosed, but Board should maintain robust recusals and disclosure protocols .
-
Shareholder alignment signals
- Ownership stake with exercisable options enhances alignment; adherence to 4x retainer stock ownership guidelines and prohibition on pledging/hedging strengthen confidence .
- Company reports strong FY2024 Say-on-Pay approval (92%), indicating broader shareholder support for compensation practices, though this pertains to NEOs rather than directors .