Pay vs Performance Disclosure - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid (as calculated in accordance with Item 402(v) of Regulation S-K) to our Principal Executive Officer(s) (PEO(s)), and on an average basis, our other Non-Executive Officers (NEOs) or non-PEO NEOs in each case, as determined under SEC rules and certain financial performance measures.
The following table shows the total compensation for our PEO(s) and non-PEO NEOs for the fiscal years 2022 through 2024 as set forth in the Summary Compensation Table, the “compensation actually paid” to our PEO(s), and on an average basis, our other non-PEO NEOs (in each case, as determined under SEC rules), our TSR and our net income.
| Fiscal Year | Summary
Compensation Table Total | Compensation Actually Paid to PEO 1 (Dunbar)4 | Summary Compensation Total for PEO 2 (Mendelsohn) 1, 3 | Compensation Actually Paid to PEO 2 (Mendelsohn) 5 | Average Summary Compensation Table Total for non-PEO NEOs 2,3 | Average Compensation Actually Paid to non-PEO NEOs5 | Value of Initial Fixed $100 Investment Based on Total Shareholder Return6 | Net Income | |||||||||||||||||||||||||
| 2024 | $ | 0 | $ | 0 | $ | 1,084,200 | $ | 915,162 | $ | 770,400 | $ | 686,961 | $ | 28.02 | ($ | 23,486,000 | ) | ||||||||||||||||
| 2023 | $ | 0 | $ | 0 | $ | 1,044,621 | $ | 954,818 | $ | 693,517 | $ | 676,591 | $ | 24.64 | ($ | 25,652,000 | ) | ||||||||||||||||
| 2022 | $ | 382,153 | $ | 379,269 | $ | 312,014 | $ | 292,957 | $ | 321,605 | $ | 70,736 | $ | 20.52 | ($ | 13,889,000 | ) | ||||||||||||||||
| 1. | Adam Mendelsohn served as our PEO for the entirety of fiscal years 2024 and 2023, and for the portion of fiscal year 2022 following our Merger. Scott Dunbar served as PEO in fiscal year 2022 until the Merger. |
| 2. | The Company’s non-PEO NEOs (the “Reported NEOs”) for the indicated fiscal years were as follows: |
| ● | 2024: Truc Le and Lisa Porter |
| ● | 2023: Truc Le and Lisa Porter |
| ● | 2022: Truc Le and Brigid Makes |
| 3. | Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO(s) and (ii) the average of the total compensation reported in the Summary Compensation Table for the Reported NEOs in the indicated year for such years. |
| 4. | Amounts reported in these columns represent the compensation actually paid to our PEO(s) for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted pursuant to Item 402(v) of Regulation S-K. For 2024, the compensation actually paid to Dr. Mendelsohn was based on this total compensation reported in the 2024 Summary Compensation Table and adjusted as shown in the table below: |
| PEO: Adam Mendelsohn | ||||
| Fiscal Year | 2024 | |||
| SCT Total | $ | 1,084,200 | ||
| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($ | 461,000 | ) | |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $ | 281,363 | ||
| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($ | 1,982 | ) | |
| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $ | 0 | ||
| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $ | 12,580 | ||
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $ | 0 | ||
| + Dividends and Earnings paid on stock or options in 2024 prior to vesting date | $ | 0 | ||
| Compensation Actually Paid | $ | 915,162 | ||
Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate these fair values did not materially differ from those disclosed at the time of grant.
| 5. | Amounts reported in this column represent the compensation actually paid to the Reported NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted pursuant to Item 402(v) of Regulation S-K. For 2024, the compensation actually paid to the Reported NEOs was based on the average total compensation for such NEOs reported in the 2024 Summary Compensation Table and adjusted as shown in the table below: |
| Fiscal Year | AVG | |||
| SCT Total | $ | 770,400 | ||
| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($ | 276,600 | ) | |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $ | 168,818 | ||
| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $ | 5,778 | ||
| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $ | 0 | ||
| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $ | 18,565 | ||
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $ | 0 | ||
| + Dividends and Earnings paid on stock or options in 2024 prior to vesting date | $ | 0 | ||
| Compensation Actually Paid | $ | 686,961 | ||
Please see footnote 1 for the Reported NEOs included in the average for each indicated fiscal year.
Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate these fair values did not materially differ from those disclosed at the time of grant.
| 6. | Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on August 31, 2022 using the closing stock price on that date, the date the combined new entity of Vivani Medical first traded. Historic stock price performance is not necessarily indicative of future stock price performance. |
| 1. | Adam Mendelsohn served as our PEO for the entirety of fiscal years 2024 and 2023, and for the portion of fiscal year 2022 following our Merger. Scott Dunbar served as PEO in fiscal year 2022 until the Merger. |
| 2. | The Company’s non-PEO NEOs (the “Reported NEOs”) for the indicated fiscal years were as follows: |
| ● | 2024: Truc Le and Lisa Porter |
| ● | 2023: Truc Le and Lisa Porter |
| ● | 2022: Truc Le and Brigid Makes |
| PEO: Adam Mendelsohn | ||||
| Fiscal Year | 2024 | |||
| SCT Total | $ | 1,084,200 | ||
| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($ | 461,000 | ) | |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $ | 281,363 | ||
| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($ | 1,982 | ) | |
| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $ | 0 | ||
| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $ | 12,580 | ||
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $ | 0 | ||
| + Dividends and Earnings paid on stock or options in 2024 prior to vesting date | $ | 0 | ||
| Compensation Actually Paid | $ | 915,162 | ||
| Fiscal Year | AVG | |||
| SCT Total | $ | 770,400 | ||
| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($ | 276,600 | ) | |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $ | 168,818 | ||
| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $ | 5,778 | ||
| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $ | 0 | ||
| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $ | 18,565 | ||
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $ | 0 | ||
| + Dividends and Earnings paid on stock or options in 2024 prior to vesting date | $ | 0 | ||
| Compensation Actually Paid | $ | 686,961 | ||
| [1] | Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO(s) and (ii) the average of the total compensation reported in the Summary Compensation Table for the Reported NEOs in the indicated year for such years. |
| [2] | The Company’s non-PEO NEOs (the “Reported NEOs”) for the indicated fiscal years were as follows: |
| [3] | Amounts reported in this column represent the compensation actually paid to the Reported NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted pursuant to Item 402(v) of Regulation S-K. For 2024, the compensation actually paid to the Reported NEOs was based on the average total compensation for such NEOs reported in the 2024 Summary Compensation Table and adjusted as shown in the table below: |
| [4] | Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on August 31, 2022 using the closing stock price on that date, the date the combined new entity of Vivani Medical first traded. Historic stock price performance is not necessarily indicative of future stock price performance. |
| [5] | Adam Mendelsohn served as our PEO for the entirety of fiscal years 2024 and 2023, and for the portion of fiscal year 2022 following our Merger. Scott Dunbar served as PEO in fiscal year 2022 until the Merger. |
| [6] | Amounts reported in these columns represent the compensation actually paid to our PEO(s) for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted pursuant to Item 402(v) of Regulation S-K. For 2024, the compensation actually paid to Dr. Mendelsohn was based on this total compensation reported in the 2024 Summary Compensation Table and adjusted as shown in the table below: |