Kirk Huntsman
About Kirk Huntsman
R. Kirk Huntsman is Co-founder, Chairman of the Board, and Chief Executive Officer of Vivos Therapeutics, Inc. (VVOS). He is 67 years old, has served as CEO since September 2016, and was elected Chairman in June 2020; he holds a BS in Finance from Brigham Young University . Prior to VVOS, Huntsman founded and scaled Dental One, later served as CEO of ReachOut Healthcare America, founded Xenith Practices (sold in 2015), led Ortho Ventures (Jan 2014–Sep 2015), and has been CEO of First Vivos, Inc. since November 2015; he is a founding member of the Dental Group Practice Association (now ADSO) . VVOS’ most recent compensation governance updates include an enhanced clawback policy adopted Dec 1, 2023 and a revised insider trading policy in March 2023 with pre-clearance and trading windows .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dental One (now Dental One Partners) | Founder, President & CEO | 1995–2008; merger 2009 | Grew to 165 practices in 15 states; sold to MSD Capital; subsequent merger with Dental Care Partners |
| ReachOut Healthcare America (Morgan Stanley PE portfolio) | Chief Executive Officer | 2010 | Led mobile dental services focused on underserved populations |
| Xenith Practices, LLC | Founder | 2012–2015 | Rolled up larger independent dental offices; sold in 2015 |
| Ortho Ventures, LLC | Chief Executive Officer | Jan 2014–Sep 2015 | Distributor of pediatric oral appliances for sleep-disordered breathing |
| First Vivos, Inc. | Chief Executive Officer | Nov 2015–present | Subsidiary integrated into VVOS; ongoing leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dental Group Practice Association (now ADSO) | Founding Member | Not disclosed | Industry organization advancing DSO best practices |
Fixed Compensation
Multi-year CEO compensation (reported):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $373,487 | $408,700 |
| Bonus ($) | $0 | $0 |
| Stock Awards ($) | $0 | $0 |
| Option Awards ($) | $0 | $801,578 |
| Non-Equity Incentive Compensation ($) | $0 | $77,695 |
| Non-Qualified Deferred Compensation ($) | $175,543 | $0 |
| All Other Compensation ($) | $18,765 | $18,933 |
| Total ($) | $567,794 | $1,306,906 |
2025 Employment Agreement (effective Jan 1, 2025):
- Base salary: $450,000; Target annual cash bonus: 75% of base, payable semi-annually; Anticipated future long-term equity grants capped at 150% of base salary grant-date value .
Performance Compensation
Key program elements and current outstanding CEO equity:
- 9/7/2024 performance stock options: 315,421 options at $2.64 strike, expiring 9/7/2034; vesting in three installments subject to (1) quarter-over-quarter revenue growth of at least 15% vs same prior-year quarter, (2) total shareholder return from grant date, and (3) positive cash flow for two consecutive quarters . The initial 9/7/2024 contingent options were approved at $2.62 with time-based vesting 1/3 annually, subject to shareholder approval of the 2024 Omnibus Plan; options were later reflected as performance-vested in the 2025 proxy .
Outstanding CEO option grants:
| Grant Date | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| 6/16/2021 | 5,000 | 0 | 141.00 | 6/16/2026 |
| 2/25/2022 | 4,000 | 1,000 | 81.75 | 2/25/2027 |
| 12/23/2022 (fully vested on grant) | 13,333 | 0 | 12.00 | 12/23/2027 |
| 12/23/2022 | 3,600 | 2,400 | 12.00 | 12/23/2027 |
| 6/20/2024 | 8,000 | 12,000 | 2.38 | 6/20/2029 |
| 9/7/2024 (performance option) | 0 | 315,421 | 2.64 | 9/7/2034 |
Notes:
- Standard vesting (non-performance options): 20% at grant and 20% on each anniversary over four years .
- 2024 Omnibus Plan enables broader award types (RSUs, SARs, performance units), prohibits option repricing without shareholder approval, and caps annual non-employee director compensation at $550,000 .
Equity Ownership & Alignment
CEO beneficial ownership detail (Record Date Sept 8, 2025):
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 106,994 |
| Ownership as % of outstanding | 1.43% (of 7,504,807 shares) |
| Exercisable options within 60 days | 33,933 |
| Unvested options (not yet exercisable) | 330,821 |
| Indirect ownership (Coronado V Partners, LLC) | 69,600 shares (member/manager with spouse) |
| Open market purchases | 3,461 shares |
Governance policies affecting alignment:
- Insider Trading Policy: requires CFO pre-clearance and trading windows; updated March 2023 in line with revised SEC Rule 10b5-1 .
- Compensation Recovery (Clawback) Policy: adopted Dec 1, 2023; recoupment of erroneously awarded incentive compensation following a required restatement, covering the preceding three fiscal years .
Employment Terms
| Term | Provision |
|---|---|
| Agreement effective date | January 1, 2025 (Amended Employment Agreement) |
| Base salary | $450,000 |
| Target bonus | 75% of base salary (semi-annual payout) |
| Long-term equity grant guideline | ≤150% of base salary grant-date value |
| Severance (termination without cause or for good reason) | 12 months base salary; lump sum of 12x monthly COBRA premiums; pro-rated MIP; full vesting of unvested equity, subject to release |
| Death/Disability | 6 months base; 6x COBRA; pro-rated MIP; full vesting of unvested equity, subject to release |
| Change in Control (CIC) — vesting | All unvested equity vests in full on CIC, even if continuing to provide services (single trigger) |
| CIC termination within 12 months (without cause/for good reason) | 24 months base; 24x COBRA; pro-rated MIP |
| Non-compete | 24 months post-termination |
| Board service compensation | No additional pay for Board service |
Board Governance
- Dual role: Huntsman is Chairman and CEO; Board cites presence of five independent directors as primary oversight; no lead independent director; executive sessions held by independent directors .
- Committee composition: Huntsman is not on Audit, Compensation, or Nominating & Governance; Audit Chair: Leonard J. Sokolow (Audit Committee financial expert); Compensation Chair: Mark F. Lindsay; Nominating & Governance Chair: Matthew Thompson .
- Attendance: Board met seven times in FY 2024; audit five, compensation seven; directors attended 97% of meetings; prior year FY 2023 attendance was 99% .
- Clawback and insider trading policies: in effect as noted above .
- Independence: Huntsman is “non-independent” under Nasdaq rules; other directors are independent .
Compliance, Related Party, and Risk Indicators
- Family relationship: Huntsman is father of Todd Huntsman, SVP Product & Technology (not an executive officer) .
- Related party transactions: None disclosed beyond standard compensation arrangements .
- Late Section 16 filings: Huntsman filed a Form 4 late on June 28, 2024 reporting a June 20, 2024 option grant; CFO Amman also filed late .
- Company audit context: FY 2024 audit report included a going concern explanatory paragraph (company-level risk context) .
Director Service and Compensation (Board Service History)
- Board tenure: Huntsman has served on VVOS’ Board since September 2016; Chairman since June 2020 .
- Independence status: Non-independent director (CEO + Chairman) .
- Committees: Not a member; presides as Board Chair .
- Executive sessions: Regularly scheduled among independent directors .
- Attendance: 97% in FY 2024 .
- Director compensation program (non-employee directors): $48,000 annual cash retainer; $10,000 for committee chairs; $5,000 for committee members; option awards per program; Huntsman receives no additional compensation for Board service .
Compensation Program Structure Analysis
- Increase in equity intensity: 2024 Omnibus Plan increased capacity for equity awards and added RSUs/SARs/performance units with governance guardrails (no repricing; no evergreen; robust clawback) .
- CIC acceleration terms: Single-trigger full acceleration at CIC, with double-trigger cash multiples if terminated within 12 months; this structure may raise governance scrutiny on alignment during change-of-control scenarios .
- Performance linkage: CEO’s large 9/7/2024 option grant is tied to revenue growth, TSR, and cash flow milestones, indicating emphasis on operational and market outcomes .
Investment Implications
- Pay-for-performance alignment is present via sizable performance-vested options tied to revenue growth, TSR, and cash flow, though initial approvals of contingent options in Sept 2024 were time-based before later reflecting performance vesting in the 2025 proxy .
- Single-trigger equity acceleration at CIC and 24-month cash severance if terminated within 12 months post-CIC could dilute deal discipline and may be viewed unfavorably by governance-sensitive investors .
- Insider governance controls (clawback policy; pre-clearance/trading windows) reduce enforcement risk, but late Form 4 filings in 2024 signal administrative weaknesses that warrant monitoring around grant/reporting cadence .
- Ownership at 1.43% with a meaningful unexercised/performance-based option overhang suggests alignment through upside participation, while vesting schedules could create periodic supply if options reach performance thresholds and become exercisable .