Business Context and Reporting Period
This Form 8-K was filed by Second Sight Medical Products, Inc. on March 21, 2018. The report discloses a material change in executive leadership, specifically the appointment of a new Chief Financial Officer (CFO) and the formal departure of the interim CFO. Note: The request metadata referenced "Vivani Medical, Inc." and "2016," but the source text explicitly identifies the registrant as Second Sight Medical Products, Inc. with a reporting date of March 21, 2018.
Key Financial Metrics
The filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
- New CFO Annual Salary: $300,000
- Target Annual Bonus: Up to 35% of salary
- Stock Option Grant: 500,000 shares
- Option Exercise Price: $1.97 per share (based on March 26, 2018 closing price)
- Tuition Reimbursement: Up to $100,000 for prior MBA expenses
Material Changes
The primary material change is the transition of the Chief Financial Officer role:
- Departure: Thomas B. Miller, who served as CFO since 2014, formally concluded his tenure. He had resigned in June 2017 but remained in the role until a successor was named.
- Appointment: John T. Blake was appointed as the new CFO, with a start date of March 26, 2018.
- Background: Mr. Blake joins from aTyr Pharma, where he served as Senior Vice President, Finance.
Outlook, Risks, and Unusual Items
Compensation Structure and Clawback Provisions: The employment agreement includes specific risk mitigation terms for the company. If Mr. Blake voluntarily terminates employment without good reason or is terminated for cause within the first 36 months, the company may claw back some or all of the tuition reimbursement paid.
Severance Terms: In the event of termination without cause, Mr. Blake is entitled to 12 months of salary, the annual target cash incentive bonus, a prorated portion of the target bonus for the current year, and up to 12 months of COBRA coverage on an after-tax basis.
Vesting Schedule: The 500,000 stock options vest 25% on the first anniversary of the grant date, followed by quarterly installments of 6.25% over the subsequent three years.
Investor Verification Checklist
- Verify the exact vesting schedule and exercise price of the 500,000 stock options granted to Mr. Blake.
- Confirm the specific performance metrics used to calculate the 35% annual bonus.
- Review the full text of the Executive Employment Agreement (Exhibit 10.1) for detailed definitions of "cause" and "good reason."
- Check subsequent filings for any financial impact related to the $100,000 tuition reimbursement expense.