UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
SECOND SIGHT MEDICAL PRODUCTS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |
|
| |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
|
|
|
| (1) | Title of each class of securities to which transaction applies: |
|
|
|
| (2) | Aggregate number of securities to which transaction applies: |
|
|
|
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined); |
|
|
|
| (4) | Proposed maximum aggregate value of transaction: |
|
|
|
| (5) | Total fee paid: |
|
|
|
☐ | Fee paid previously with preliminary materials. | |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: |
|
|
|
| (2) | Form, Schedule or Registration Statement No.: |
|
|
|
| (3) | Filing Party: |
|
|
|
| (4) | Date Filed: |
|
|
|
Second Sight Medical Products, Inc.
12744 San Fernando Road, Suite 40013170 Telfair Avenue
Sylmar, California 91342
April 25, 201930, 2021
Dear Shareholder:
It is my pleasure to invite you to attend Second Sight Medical Product, Inc.’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on May 28, 2021 at 10:00 a.m. Los Angeles Time. The Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, shareholders, and other stakeholders. You will be able to attend and participate in the Annual Meeting online by first registering at www.proxydocs.com/EYES, where you will be able to listen to the Annual Meeting live, submit questions and vote.
Details regarding the business to be conducted at the Annual Meeting are cordially invitedmore fully described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.
Your vote is important. Whether or not you expect to attend the Annual Meeting of Shareholders of Second Sight Medical Products, Inc. to be held at 10:00 a.m., local time, on Tuesday, June 4, 2019, at Second Sight Medical Products, Inc. offices, 12744 San Fernando Road, Suite 400, Sylmar, California, USA, 91342.
We look forward toonline, please date, sign and return your attendance eitherproxy card in personthe enclosed envelope or vote by using the Internet or by proxy. Further details regardingtelephone according to the matters to be acted upon at this meeting appearinstructions in the accompanying Notice of 2019proxy statement to assure that your shares will be represented and voted at the Annual Meeting. If you attend the Annual Meeting and follow the instructions in the proxy statement, you may vote your shares electronically during the Annual Meeting even though you have previously voted by proxy. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your broker, bank, trustee or other nominee to vote your shares. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at www.proxydocs.com/EYES and can be found in the proxy statement in the section entitled “Questions and Answers about this Proxy Statement. Please give this materialMaterial and Voting — How can I attend and vote at the Annual Meeting?”.
On behalf of your careful attention.Board of Directors, thank you for your continued support and interest.
Sincerely, |
|
/s/ |
|
|
SECOND SIGHT MEDICAL PRODUCTS, INC.
12744 San Fernando Road, Suite 40013170 Telfair Avenue
Sylmar, California 91342
(818) 833-5000
NOTICE OF 20192021 ANNUAL MEETING OF ShareHOLDERS
To Be Held on June 4, 2019May 28, 2021
To the Shareholders of Second Sight Medical Products, Inc.:
NOTICE IS HEREBY GIVEN thatYou are cordially invited to attend the 2019 Annual Meeting of ShareholdersStockholders (the “Annual Meeting”) of Second Sight Medical Products, Inc., a California corporation (the “Company”), on May 28, 2021, at 10:00 a.m. Los Angeles Time. The Annual Meeting will be held on Tuesday, June 4, 2019 at 10:00 a.m., local time, at Second Sight Medical Products, Inc. offices, 12744 San Fernando Road, Suite 400, Sylmar, California, USA, 91342,entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders and other stakeholders. You will be able to attend and participate in the Annual Meeting online by visiting www.proxydocs.com/EYES, where you will be able to listen to the Annual Meeting live, submit questions, and vote. There will not be a physical location for the Annual Meeting. The Annual Meeting will be held for the following purposes:purposes:
| 1. | To elect the |
| 2. | To |
|
|
| 3. | To approve, on a non-binding, advisory basis, the compensation of our named executive officers; |
4. | To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers; and | |
5. | To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. |
This year, we have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send to our stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2020. The Notice of Internet Availability of Proxy Materials also includes instructions on how you can vote using the Internet, by telephone or at the virtual Annual Meeting via live webcast, and how you can request and receive, free of charge, a printed copy of our proxy materials. All stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail. The Proxy Statement accompanying this Notice describes each of these items of business in detail. Our Board of Directors has fixed the close of business on April 8, 201921, 2021 as the record date (the “Record Date”) for the Annual Meeting. Only shareholders of record on April 8, 2019as of that date are entitled to notice of and to vote at the Annual Meeting. Please use this opportunity to take part in the affairs of the Company by voting on the business to come before this meeting. It is important that your shares are represented and voted at the Annual Meeting. We urge you to authorize your proxy in advance by following the instructions printed on it. Returning the proxy does NOT deprive you of your right to attend the meeting and vote your shares in person. If you plan to attend the Annual Meeting and you require directions, please call us at (818) 833-5000. The date of mailing this Notice of Meeting and proxy statement is on or about April 25, 2019.
By Order of the Board of Directors |
|
/s/ |
|
|
Dated: April 25, 201930, 2021
TABLE OF CONTENTS
Our board of directors solicits your proxy for the 2021 Annual Meeting of Stockholders (the “Annual Meeting”), and for any postponement or adjournment of the Annual Meeting, for the purposes described in the “Notice of Annual Meeting of Stockholders.” The table below shows some important details about the Annual Meeting and voting. Additional information is available in the “Frequently Asked Questions” section of the proxy statement immediately below the table. We use the terms “Second Sight,” “the company,” “we,” “our” and “us” in this proxy statement to refer to Second Sight Medical Products, Inc., a California corporation.
This Proxy Statement and the accompanying proxy card are first being mailed,delivered, on or about April 25, 2019,30, 2021, to owners of shares of common stock of Second Sight Medical Products, Inc. (referred to in this Proxy Statement as “we,” “us,” “Second Sight” or the “Company”) in connection with the solicitation of proxies by our board of directors (“Board”) for our Annual Meeting of shareholders to be held on June 4, 2019May 28, 2021 at 10:00 a.m. PDTLos Angeles Time online at Second Sight Medical Products, Inc. offices, 12744 San Fernando Road, Suite 400, Sylmar, California, USA, 91342www.proxydocs.com/EYES (which we refer to as the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast. This proxy procedure permits all shareholders many of whom are unable to attend the Annual Meeting, to vote their shares at the Annual Meeting. Our Board encourages you to read this document thoroughly and to take this opportunity to vote on the matters to be decided at the Annual Meeting.
IMPORTANT NOTICE
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE REQUEST THAT YOU MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE. SIGNING AND RETURNING A PROXY WILL NOT PREVENT YOU FROM VOTING IN PERSON AT THE MEETING.
THANK YOU FOR ACTING PROMPTLY.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 4, 2019:
TheImportant Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting Proxy Statement
This proxy statement and 2018the 2020 Annual Report are available for viewing, printing and downloading at www.proxydoc.com/EYES and on Form 10-K may also be accessed viathe “Investors” section of our website at www.secondsight.comwww.secondsight.com. Certain documents referenced in the proxy statement are available on our website. However, we are not including the information contained on our website, or any information that may be accessed by links on our website, as part of, or incorporating it by reference into, this proxy statement.
Meeting Details | May 28, 2021, 10:00 a.m. Pacific Time | |||||||
Virtual Meeting | To participate in the Annual Meeting virtually via the Internet, please visit: www.proxydoc.com/EYES. To access the Annual Meeting you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, included on your proxy card, or provided through your broker. Stockholders will be able to vote and submit questions during the Annual Meeting. | |||||||
Record Date | April 21, 2021 | |||||||
Shares Outstanding | There were 27,909,149 shares of common stock outstanding and entitled to vote as of the Record Date. | |||||||
Eligibility to Vote | Holders of our common stock at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. Each stockholder is entitled to one vote for each share held as of the Record Date. | |||||||
Quorum | A majority of the shares of common stock outstanding and entitled to vote, by proxy or via live webcast, as of the Record Date constitutes a quorum. A quorum is required to transact business at the Annual Meeting. | |||||||
Voting Methods | Stockholders whose shares are registered in their names with Computershare, our transfer agent (referred to as “Stockholders of Record”) may vote by proxy via the Internet, phone, or mail by following the instructions on the accompanying proxy card. Stockholders of Record may also vote at the virtual Annual Meeting. Stockholders whose shares are held in “street name” by a broker, bank or other nominee (referred to as “Beneficial Owners”) must follow the voting instructions provided by their brokers or other nominees. See “What is the difference between holding shares as a Stockholder of Record and as a Beneficial Owner?” and “How do I vote and what are the voting deadlines?” below for additional information. | |||||||
Inspector of Elections | We will appoint an independent Inspector of Elections to determine whether a quorum is present, and to tabulate the votes cast by proxy or at the Annual Meeting via live webcast. | |||||||
Voting Results | We will announce preliminary results at the Annual Meeting. We will report final results on a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) and post results at www.secondsight.com as soon as practicable after the Annual Meeting. | |||||||
Proxy Solicitation Costs | We will bear the costs of soliciting proxies from our stockholders. These costs include preparing, assembling, printing, mailing and distributing notices, proxy statements, proxy cards and Annual Reports. Our directors, officers and other employees may solicit proxies personally or by telephone, e-mail or other means of communication, and we will reimburse them for any related expenses. We will also reimburse brokers and other nominees for their reasonable out-of-pocket expenses for forwarding proxy materials to the Beneficial Owners of the shares that the nominees hold in their names. |
Second Sight Medical Products, Inc.
12744 San Fernando Road, Suite 400
Sylmar, California 91342
(818) 833-5000
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AT 10:00 A.M. ON JUNE 4, 2019
INTRODUCTION
This Proxy Statement and the accompanying Proxy Card is first being mailed on or about April 25, 2019. We are sending it to you to solicit proxies for voting at the Annual Meeting of our shareholders.
ABOUT THE ANNUAL MEETING: QUESTIONS AND ANSWERS
Proxy Materials
What matters am I voting on?
You will be voting on: |
|
|
|
|
|
|
|
our proxy statement for the Annual MeetingThe election of Shareholders;
our 2018 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2018; and
a proxy card or a voting instruction card for the Annual Meeting.
|
|
|
|
|
|
|
|
|
|
|
|
Second Sight Medical Products, Inc.
12744 San Fernando Road, Suite 400
Sylmar, California 91342
|
|
|
|
|
|
|
|
Corporate Secretary
Second Sight Medical Products, Inc.
12744 San Fernando Road, Suite 400
Sylmar, California 91342
Alternatively, a copy of our Form 10-K is available at the Investor Relations section of our website: http://investors.secondsight.com/sec-filings
Additionally, we will furnish any exhibit to our Form 10-K for 2018 if specifically requested.
Voting Information
|
|
|
|
Proposal 1 — To elect five directors from the nominees named in this Proxy Statement to hold office until our 2020the 2022 annual meeting of shareholders andstockholders (the "2022 Annual Meeting") or until their successors are duly elected and qualified, subjectqualified;
A proposal to earlier resignation or removal;
Proposal 2 — To approve an amendment to the Restated Articles of Incorporation of the Company to increase the authorized shares of common stock of the Company from 200,000,000 to 300,000,000; and
Proposal 3 — To ratify on an advisory basis the appointment of Gumbiner Savett, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2019.2021;
To indicate on an advisory the frequency of stockholder advisory votes on the compensation of the of the Company’s named executive officers; and
Any other business that may properly comescome before the Annual Meeting or any adjournment thereof or postponement thereof. As
How does our board of directors recommend that I vote?
Our board of directors recommends that you vote:
FOR the election of the Record Date we are not awaresix directors nominated by our board of any other matters to be submitted for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the
personsdirectors and named on the enclosed proxy card will vote the shares as recommended by the Board, or if no recommendation is given, in their own discretion.
For a more detailed discussion of each of these proposals, please see the information included elsewhere in this proxy statement relatingas directors to these proposals.
|
|
|
|
“FOR” the election of the nominated directors (see Proposal 1);serve for one-year terms;
“FOR” approval of an amendment toFOR the Restated Articles of Incorporationratification, on advisory basis, of the Company to increase the authorized sharesappointment of common stock of the Company from 200,000,000 to 300,000,000 (see Proposal 2);
“FOR” the ratification of Gumbiner Savett Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2019 (see Proposal 3).2021;
FOR, on a non-binding, advisory basis, endorsement of the compensation of our named executive officers; and
FOR on an advisory basis, to indicate the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.
If you sign
Why did I receive a notice in the mail regarding the Internet availability of proxy materials?
Instead of mailing printed copies to each of our stockholders, we have elected to provide access to our proxy materials over the Internet under the SEC’s “notice and return youraccess” rules. These rules allow us to make our stockholders aware of the Annual Meeting and the availability of our proxy card but do not specifymaterials by sending the Notice of Internet Availability of Proxy Materials, or the Notice, which provides instructions for how you wantto access the full set of proxy materials through the Internet or make a request to have printed proxy materials delivered by mail. Accordingly, on or about April 30, 2021, we mailed the Notice to each of our stockholders. The Notice contains instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, each of which is available at www.proxydocs.com/EYES. The Notice also provides instructions on how to vote your shares through the Internet, by telephone, by mail or virtually at the Annual Meeting.
What is the purpose of complying with the SEC’s “notice and access” rules?
We believe compliance with the SEC’s “notice and access” rules allows us to provide our stockholders with the materials they need to make informed decisions, while lowering the costs of printing and delivering those materials and reducing the environmental impact of our Annual Meeting. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically unless you elect otherwise.
Will there be any other items of business on the agenda?
If any other items of business or other matters are properly brought before the Annual Meeting, your proxy gives discretionary authority to the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board.
|
|
|
|
On the Record Date, the Company had approximately 124,197,961 shares of common stock issued and outstanding.
|
|
|
|
Shareholder of Record—If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares,items of business or other matters. The persons named on the “shareholder of record.” As the shareholder of record, you have the right to grant your voting proxy directly to the Company or to a third party, orcard intend to vote your shares during the meeting.
Beneficial Owner—If your shares are heldproxy in a brokerage account, by a trustee or by another nominee (that is, in “street name”), you are considered the “beneficial owner”accordance with their best judgment. Our board of those shares. As the beneficial owner of those shares, you have the rightdirectors does not intend to direct your broker, trustee or nominee howbring any other matters to vote, or to vote your shares by proxybe voted on at the Annual Meeting, (which mustand we are not currently aware of any matters that may be voted prior to the Annual Meeting).
|
|
|
|
|
|
Voteproperly presented by Internet. You can vote via the Internet by following the instructions on your proxy card. You will need to use the control number appearing on your proxy card to vote via the Internet. You can use the Internet to transmit your voting instructions up until 11:59 p.m. Eastern Time on Monday, June 3, 2019. Internet voting is available 24 hours a day. If you vote via the Internet, you do not need to vote in person or return a proxy card.
Vote by Mail. If you received a printed proxy card, you can vote by marking, dating and signing it, and returning it in the postage-paid envelope that is provided. Please mail your proxy card promptly to ensure that it is received before closing of the pollsothers for action at the Annual Meeting.
Vote in Person
7
Who is entitled to vote at the Meeting. If you attendAnnual Meeting?
Holders of our common stock at the Annual Meetingclose of business on the Record Date are entitled to notice of, and plan to vote in person, we will provide you with a ballot at, the Annual Meeting. IfEach stockholder is entitled to one vote for each share of our common stock held as of the Record Date. You may also cumulate your shares are registered directly in your name, you are consideredvotes with respect to the shareholderelection of record and you havedirectors. See “Is cumulative voting permitted with respect to the right to vote in person atelection of directors” below.
A complete list of the Annual Meeting. If your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner, if you wishstockholders entitled to vote at the Annual Meeting you will need to bringbe available at our headquarters, located at 13170 Telfair Avenue, Sylmar, California 91342, during regular business hours for the ten days prior to the Annual Meeting a legal proxy from your broker or other nominee authorizing you to vote those shares.
If you vote by Internet or by mail, youMeeting. This list will also be designating Will McGuire, our President and Chief Executive Officer, and/or John T. Blake, our Chief Financial Officer and Corporate Secretary, as your proxy(ies). They may act together or individually on your behalf and will have the authority to appoint a substitute to act as proxy.
Submitting a proxy will not affect your right to attendavailable during the Annual Meeting and vote in person. If your shares are held inat this location. Stockholders may examine the namelist for any legally valid purpose related to the Annual Meeting.
Is cumulative voting permitted with respect to the election of a bank, broker or other nominee, you will receive separate voting instructions from your bank, broker or other nominee describing how to vote your shares. The availability of Internet voting will depend on the voting process of your bank, broker or other nominee. Please check with your bank, broker or other nominee and follow the voting instructions it provides.directors?
|
|
|
|
|
|
|
|
|
|
|
|
For the other items of business, you may vote “FOR,” “AGAINST” or “ABSTAIN.”
If you are the beneficial owner of shares held in the name of a broker, trustee or other nominee and do not provide that broker, trustee or other nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. Under the rules of the New York Stock Exchange, brokers, trustees or other nominees may generally vote on routine matters but cannot vote on non-routine matters. Only Proposal No. 3 (ratifying the appointment of the independent registered public accounting firm) is considered a routine matter. The other proposals are not considered routine matters, and without your instructions, your broker cannot vote your shares. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting. If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If you vote by proxy card or voting instruction card and sign the card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (FOR all of our nominees to the Board, FOR the approval of an amendment to the Restated Articles of Incorporation of the Company to increase the authorized shares of common stock of the Company from 200,000,000 to 300,000,000, and FOR ratification of the appointment of our independent registered public accounting firm).
|
|
|
|
|
|
|
|
If you are a shareholder of record and choose to cumulate your votes, you will need to submit a proxy card and make an explicit statement of your intent to cumulate your votes by so indicating in writing on the proxy card. If you hold shares beneficially through a broker, trustee or other nominee and wish to cumulate votes, you should contact your broker, trustee or nominee.
If you vote by proxy card or voting instruction card and sign your card with no further instructions, Will McGuireScott Dunbar or John T. Blake,Edward Sedo, as proxy holders, may cumulate and cast your votes in favor of the election of some or all of the applicable nominees in their sole discretion, except that none of your votes will be cast for any nominee as to whom you vote against or abstain from voting.
|
|
|
|
|
|
VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598
Phone: (212) 828-8436
|
|
|
|
|
|
|
|
If you are considered the shareholderStockholder of record,Record with respect to those shares. As the Stockholder of Record, you may changehave the right to grant your vote by: (1) submitting avoting proxy at a later date viadirectly to the internet or telephone, or by signing and delivering aindividuals listed on the proxy card relatingor to the same shares and bearing a later date than the date of the previous proxy prior to the vote at the Annual Meeting via live webcast.
Beneficial Owners. If your shares are held in a stock brokerage account or by a bank or other nominee on your behalf, you are considered the Beneficial Owner of shares held in “street name.” As the Beneficial Owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. In general, if you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee may, in its discretion, vote your shares with respect to routine matters (e.g., the ratification of the appointment of our independent auditor), but may not vote your shares with respect to any non-routine matters (e.g., the election of directors). Please see “What if I do not specify how my shares are to be voted?” for additional information.
How can I participate in the Annual Meeting?
Due to the continuing public health impact of the coronavirus outbreak (COVID19) and to support the health and well-being of our employees and stockholders, we have determined to hold this year’s Annual Meeting entirely online. Our stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/RESN2021. You will need the 16-digit control number included on your proxy card to attend and vote at the Annual Meeting. If you are the Beneficial Owner of your shares, your 16-digit control number may be included in the voting instructions form that accompanied your proxy materials. If your nominee did not provide you with a 16-digit control number in the voting instructions form that accompanied your proxy materials,
8
you may be able to log onto the website of your nominee prior to the start of the Annual Meeting, which casewill automatically populate your later-submitted proxy16-digit control number in the virtual Annual Meeting interface. Stockholders who have obtained a 16-digit control number as described above may vote or submit questions while participating in the live webcast of the Annual Meeting. However, even if you plan to attend the Annual Meeting virtually, we recommend that you vote your shares in advance, so that your vote will be recorded,counted if you later decide not to attend the Annual Meeting via live webcast.
How do I vote and what are the voting deadlines?
Stockholders of Record. Stockholders of Record can vote by proxy or by attending the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/RESN2021, where votes can be submitted via live webcast. If you vote by proxy, you can vote by Internet, telephone or by mail as described below.
You may vote via the Internet or by telephone. To vote via the Internet or by telephone, follow the instructions provided in the Notice or in the proxy card that accompanies this proxy statement. If you vote via the Internet or by telephone, you do not need to return a proxy card by mail. Internet and telephone voting are available 24 hours a day. Votes submitted through the Internet or by telephone must be received by 11:59 p.m. Eastern Time on June 7, 2021. Alternatively, you may request a printed proxy card by following the instructions provided in the Notice.
You may vote by mail. If you would like to vote by mail, you need to complete, date and sign the proxy card that accompanies this proxy statement and promptly mail it in the enclosed postage-paid envelope so that it is received no later than May 26, 2021. You do not need to put a stamp on the enclosed envelope if you mail it from within the United States. The persons named on the proxy card will vote the shares you own in accordance with your earlierinstructions on the proxy card you mail. If you return the proxy card, but do not give any instructions on a particular matter to be voted on at the Annual Meeting, the persons named on the proxy card will vote the shares you own in accordance with the recommendations of our board of directors. Our board of directors recommends that you vote FOR each of Proposals No. One, Two and Three.
You may vote at the Annual Meeting. If you choose to vote at the Annual Meeting virtually, you will need the 16-digit control number included on your Notice or on your proxy card. If you are the beneficial owner of your shares, your 16-digit control number may be included in the voting instructions form that accompanied your proxy materials. If your nominee did not provide you with a 16-digit control number in the voting instructions form that accompanied your proxy materials, you may be able to log onto the website of your nominee prior to the start of the Annual Meeting, on which you will need to select the stockholder communications mailbox link through to the Annual Meeting, which will automatically populate your 16-digit control number in the virtual Annual Meeting interface. The method you use to vote will not limit your right to vote at the virtual Annual Meeting. All shares that have been properly voted and not revoked will be voted at the Annual Meeting.; (2) providing
Beneficial Owners. If you are the Beneficial Owner of shares held of record by a broker or other nominee, you will receive voting instructions from your broker or other nominee. You must follow the voting instructions provided by your broker or other nominee in order to instruct your broker or other nominee how to vote your shares. The availability of telephone and Internet voting options will depend on the voting process of your broker or other nominee. As discussed above, if you received your 16-digit control number in the voting instructions form that accompanied your Notice or your proxy materials, or if you are able to link through to the Annual Meeting from the website of your nominee and populate your 16-digit control number in the virtual Annual Meeting interface, you will be able to vote virtually at the Annual Meeting.
May I change my vote or revoke my proxy?
Stockholders of Record. If you are a Stockholder of Record, you may revoke your proxy or change your proxy instructions at any time before your proxy is voted at the Annual Meeting by:
entering a new vote by Internet or telephone;
signing and returning a new proxy card with a later date;
9
delivering a written notice of revocation to the Corporateour Secretary at the address below prior to your shares being voted;listed on the front page of this proxy statement; or (3) participating in
attending the Annual Meeting and voting via live webcast.
Beneficial Owners. If you are the beneficial owner of your shares, electronically duringyou must contact the broker or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our board of directors. The persons named on the proxy card have been designated as proxy holders by our board of directors. When a proxy is properly dated, executed and returned, the shares represented by the proxy will be voted at the Annual Meeting in accordance with the instruction of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors (as shown on the first page of the proxy statement). If any matters not described in the proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.
What if I do not specify how my shares are to be voted?
Stockholders of Record. If you are a Stockholder of Record and you submit a proxy but you do not provide voting instructions, your shares will be voted:
FOR the election of the six directors nominated by our board of directors and named in this proxy statement as directors to serve for one-year terms (Proposal No. One);
FOR the ratification of the appointment of Gumbiner Savett Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal No. Two);
FOR on an advisory basis endorsement of the compensation of our executive officers (Proposal No. Three);
FOR on an advisory basis to indicate the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers; and
In the discretion of the named proxy holders regarding any other matters properly presented for a vote at the Annual Meeting. Participation in the Annual Meeting will
Beneficial Owners. If you are a Beneficial Owner and you do not causeprovide your previously granted proxy to be revoked unless you specifically make that request. For shares you hold beneficially in the name of a broker trustee or other nominee that holds your shares with voting instructions, your broker or other nominee will determine if it has discretion to vote on each matter. In general, brokers and other nominees do not have discretion to vote on non-routine matters. Each of Proposal No. One (election of directors) and Proposal No. Two (endorsement of executive compensation) is a non-routine matter, while Proposal No. Three (ratification of appointment of independent registered public accounting firm) is a routine matter. As a result, if you may change your vote by submitting newdo not provide voting instructions to your broker trustee or other nominee, your broker or by participatingother nominee cannot vote your shares with respect to Proposal Nos. One and Two, which would result in persona “broker non-vote,” but may, in its discretion, vote your shares with respect to Proposal No. Three. For additional information regarding broker non-votes, see “What are the effects of abstentions and broker non-votes?” below.
What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our bylaws and Delaware law. A majority of the shares of common stock outstanding and entitled to vote, by proxy or at the Annual Meeting via live webcast, constitutes a quorum for the transaction of business at the Annual Meeting. As noted above, as of the Record Date, there were at total of 27,909,149 shares of common stock outstanding, which means that at least 13,954,575 shares of common stock must be represented by proxy or virtually via live webcast at the Annual Meeting to have a quorum. If there is no quorum, a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date.
Corporate Secretary
What are the effects of abstentions and broker non-votes?
An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in
10
cases where approval of the proposal requires the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting (Proposal Nos. Two and Three). However, because the outcome of Proposal No. One (election of directors) will be determined by a plurality of the voting power of the shares present and entitled to vote at the Annual Meeting, abstentions will have no impact on the outcome of the proposal as long as a quorum exists.
A broker non-vote occurs when a broker or other nominee holding shares for a Beneficial Owner does not vote on a particular proposal because the broker or other nominee does not have discretionary voting power with respect to such proposal and has not received voting instructions from the Beneficial Owner of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes cast. Therefore, a broker non-vote will make a quorum more readily attainable but will not affect the outcome of the vote on Proposal Nos. Two or Three.
How many votes are needed for approval of each proposal?
Proposal | Vote Required | Broker Discretionary Voting Allowed? | ||||||||||||
Proposal No. One --Election of directors | Plurality of voting power of shares present and entitled to vote | No | ||||||||||||
Proposal No. Two -- Ratification of the appointment of the independent registered public accounting firm Proposal No. Three--Endorsement of the compensation of executive officers | Plurality of voting power of shares present and entitled to vote Plurality of voting power of shares present and entitled to vote | Yes No | ||||||||||||
Proposal No. Four -- To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the named executive officers | Plurality of voting power of shares present and entitled to vote | Yes |
With respect to Proposal No. One, you may vote (i) FOR all nominees, (ii) WITHHOLD your vote as to all nominees, or (iii) vote FOR all nominees except for those specific nominees from whom you WITHHOLD your vote. The six nominees receiving the most FOR votes will be elected. Cumulative voting is permitted with respect to the election of directors. See “Is cumulative voting permitted with respect to the election of directors?” above. If you WITHHOLD your vote as to all nominees, your vote will be treated as if you had ABSTAINED from voting on Proposal No. One, and your abstention will have no effect on the outcome of the vote.
With respect to Proposal Nos. Two, Three and Four, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on any of these proposals, the abstention will have the same effect as a vote AGAINST the proposal.
How are proxies solicited for the Annual Meeting and who is paying for the solicitation?
The board of directors is soliciting proxies for use at the Annual Meeting by means of this proxy statement. We will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers and other nominees to forward to the Beneficial Owners of the shares held of record by the brokers or other nominees. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending these proxy materials to Beneficial Owners.
This solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees or agents. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.
Is my vote confidential?
Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Second Sight or to third parties, except as
11
necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.
Will members of the board of directors attend the Annual Meeting?
We encourage our board members to attend the Annual Meeting. Because this year's Annual Meeting will be completely virtual, those board members who do attend will not be available to answer questions from stockholders.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders of Record who participate in householding will be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that Second Sight only send a single copy of the next year’s Notice and, if applicable, the proxy materials, you may contact us as follows:
12
Second Sight Medical Products, Inc.
12744 San Fernando Road, Suite 400
13170 Telfair Avenue
Sylmar, California 91342
(818) 833-5000
Annual Meeting Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder Proposals, Director Nominations and Related Bylaw Provisions
|
|
|
|
Corporate Secretary
Second Sight Medical Products, Inc.
12744 San Fernando Road, Suite 400
Sylmar, California 91342
Deadlines for the nomination of director candidates are discussed below.
|
|
|
|
A shareholder may send a recommended director candidate’s name andcontact their brokerage firm, bank, broker-dealer or other nominee to request information to the Board at any time. Generally, such proposed candidates are considered at the first or second Board meeting prior to the issuance of the proxy statement for our Annual Meeting.
|
|
|
|
Our Bylaws also are available on the SEC website as Exhibit 3.2 to our Registration Statement on Form S-1 filed on August 12, 2014.about householding.
Further Questions
| Who can help answer my questions? |
| If you have any questions about the Annual Meeting or how to vote or revoke your proxy, you should contact |
Our business, property and affairs are managed by, or under the direction of, our Board, in accordance with the California Corporations Code and our Bylaws. Members of the Board are kept informed of our business through discussions with the Chief Executive Officer and other key members of management, by reviewing materials provided to them by management, and by participating in regular and special meetings of the Board and its Committees.
Shareholders may communicate with the members of the Board, either individually or collectively, or with any independent directors as a group by writing to the Board at 12744 San Fernando Road, Suite 400,13170 Telfair Avenue, Sylmar, California 91342. These communications will be reviewed by the office of the Corporate Secretary who, depending on the subject matter, will (a) forward the communication to the director or directors to whom it is addressed or who is responsible for the topic matter, (b) attempt to address the inquiry directly (for example, where it is a request for publicly available information or a stock related matter that does not require the attention of a director), or (c) not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. At each meeting of the Nominating and Governance Committee, the Corporate Secretary presents a summary of communications received and will make those communications available to any director upon request.
Independence of Directors
The Nasdaq Marketplace Rules require a majority of a listed company’s Board of Directors to be comprised of independent directors. In determiningaddition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.
Under Rule 5605(a)(2) of the Nasdaq Marketplace Rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other Board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.
Our Board of Directors has reviewed the composition of our Board of Directors and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships,our directors, we apply the definition of “independent director” provided under the listing rules of The NASDAQ Stock Market LLC (“NASDAQ”). After considering all relevant facts and circumstances, the Board affirmativelyhas determined that alleach of the directors currently serving on the Board including those nominated for election at the Annual Meeting, with the exception of Will McGuire, who iswas employed as our Chief Executive Officer and President until March 27, 2020 and Alexandra Larson, who is Vice President and General Counsel of Williams International,are independent directors under NASDAQ’s rules.
Our Board of Directors also determined that the directors who serve on our audit committee, our compensation committee, and our nominating and corporate governance committee satisfy the independence standards for such committees established by the SEC and the Nasdaq Marketplace Rules, as applicable. In making such determinations, our Board of Directors considered the relationships that each such non-employee director has with our company and
13
all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.
Board Meetings and Committees of our Board
The Board has three standing committees each of which has the composition described below and responsibilities that satisfy the independence standards of the Securities Exchange Act of 1934 and NASDAQ’s rules: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. Mr. Matthew Pfeffer is Chairman of the Audit Committee, Dr. William Link is Chairman of the Compensation Committee, and of the Nominating and Governance Committee. During the year ended December 31, 2018,2020, the Board held nine22 meetings, the Audit Committee held four meetings, the Compensation Committee held two meetings,one meeting, and the Nominating and Governance Committee held no meetings. Each of our directors attended at least 75% of the combined Board meetings and meetings of the Board committee(s) of which he is a member. We do not have a policy with regard to Board attendance at the Annual Meeting.
Audit Committee
The Audit Committee currently consists of Dean Baker, Gregg Williams, Aaron Mendelsohn, and Matthew Pfeffer, William Link, and Aaron Mendelsohn, three non-employee directors, alleach of whom areis “independent” as defined under section 5605(a)(2) of the NASDAQ Listing Rules. Mr. PfefferBaker is the chair of the Audit Committee. In addition, theThe Board has determined that Mr. PfefferWilliams qualifies as an “audit committee financial expert” as defined in the rules of the Securities and Exchange Commission (SEC). Mr. Pfeffer was determined to be independent under general rules for director independence, however as a result of his having signed Forms 10-Q and 10-K filings during his temporary appointment as acting chief executive officer of the company, he may not meet the more stringent independence requirements specific to Audit Committee service. The Board has made the determination, given his extensive experience in financial reporting, corporate management and leadership in other operational matters, that under the current exceptional and limited circumstances, membership on the Audit Committee by Mr. Pfeffer is in the best interests of the Company and its stockholders. The Audit Committee met four times during 20182020 with all members in attendance at the meetings, except for Mr. Mendelsohn who was not in attendance at one of the meetings. The role of the Audit Committee is to:
oversee management’s preparation of our financial statements and management’s conduct of the accounting and financial reporting processes;
oversee management’s maintenance of internal controls and procedures for financial reporting;
oversee our compliance with applicable legal and regulatory requirements, including without limitation, those requirements relating to financial controls and reporting;
oversee the independent auditor’s qualifications and independence;
oversee the performance of the independent auditors, including the annual independent audit of our financial statements;
|
|
|
prepare the report required by the rules of the SEC to be included in our Proxy Statement; and
discharge such duties and responsibilities as may be required of the Committee by the provisions of applicable law, rule or regulation.
A copy of the charter of the Audit Committee is available on our website at www.secondsight.com (under “Investors – Corporate Governance”).
Compensation Committee
The Compensation Committee currently consists of William Link, Gregg Williams, Dean Baker Aaron Mendelsohn and Matthew Pfeffer, three non-employee directors, each of whom we deem to be “independent” as defined in section 5605(a)(2) of the NASDAQ Listing Rules.
14
Mr. Pfeffer serves as chairman of the committee. The Compensation Committee met two timesone time during 20182020 with all members in attendance at the meetings. The role of the Compensation Committee is to:
develop and recommend to the Board the annual compensation (base salary, bonus, equity compensation and other benefits) for our President/Chief Executive Officer;
review, approve and recommend to the Board the annual compensation (base salary, bonus, equity compensation and other benefits) for all of our executives;
review, approve and recommend to the Board the aggregate number of equity awards to be granted to employees below the executive level;
ensure that a significant portion of executive compensation is reasonably related to the long-term interest of our shareholders; and
prepare certain portions of our annual Proxy Statement, including an annual report on executive compensation.
A copy of the charter of the Compensation Committee is available on our website at www.secondsight.com (under “Investors – Corporate Governance”).
The Compensation Committee may form and delegate a subcommittee consisting of one or more members to perform the functions of the Compensation Committee. The Compensation Committee may engage outside advisers, including outside auditors, attorneys and consultants, as it deems necessary to discharge its responsibilities. The Compensation Committee has sole authority to retain and terminate any compensation expert or consultant to be used to provide advice on compensation levels or assist in the evaluation of director, President/Chief Executive Officer or senior executive compensation, including sole authority to approve the fees of any expert or consultant and other retention terms. In addition, the Compensation Committee considers, but is not bound by, the recommendations of our Chief Executive Officer with respect to the compensation packages of our other executive officers.
Nominating and Governance Committee
The Nominating and Governance Committee consists of William Link and Gregg Williams two non-employee directors,and Aaron Mendelsohn, each of whom we deemed to be “independent” as defined in section 5605(a)(2) of the NASDAQ Listing Rules. The Nominating and Governance Committee did not meethold meetings during 2018.2020. The role of the Nominating and Governance Committee is to:
evaluate from time to time the appropriate size (number of members) of the Board and recommend any increase or decrease;
determine the desired skills and attributes of members of the Board, taking into account the needs of the business and listing standards;
review planning for succession to the position of Chairman of the Board and Chief Executive Officer and other senior management positions;
annually recommend to the Board persons to be nominated for election as directors;
recommend to the Board the members of all standing Committees;
adopt or develop for Board consideration corporate governance principles and policies; and
periodically review and report to the Board on the effectiveness of corporate governance procedures and the Board as a governing body.
A copy of the charter of the Nominating and Governance Committee is available on our website www.secondsight.com (under “Investors – Corporate Governance”).
Policy with Regard to Security Holder Recommendations
The Nominating and Governance Committee does not presently have a policy with regard to consideration of any director candidates recommended by security holders. No security holder (other than members of the Nominating and Governance Committee) has recommended a candidate to date.
Director Qualifications and Diversity
The Board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions who each will represent the best interests of the Company and its shareholders. Candidates should have substantial experience with one or more publicly traded companies or should have achieved a high level of distinction in their chosen fields. The Board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in medical devices, biotechnology, intellectual property, early stage technology companies, research and development, strategic planning, business development, compensation, finance, accounting or banking.
Our Board believes that the directors nominated collectively have the experience and skills effectively to oversee the management of the Company, including a high level of personal and professional integrity, an ability to exercise sound business judgement on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing the Company, and a willingness to devote the necessary time to Board duties.
Compensation Committee InterlocksVote Required
Broker Discretionary Voting Allowed?
Proposal No. One --Election of directors
Plurality of voting power of shares present and Insider Participationentitled to vote
No
Proposal No. Two -- Ratification of the appointment of the independent registered public accounting firm
During 2018, Messrs. William Link, Gregg WilliamsProposal No. Three--Endorsement of the compensation of executive officers
Plurality of voting power of shares present and Matthew Pfeffer servedentitled to vote
Plurality of voting power of shares present and entitled to vote
Yes
No
Proposal No. Four -- To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the Compensation Committee. None of these individuals has ever been an officer or employee of ours. In addition, none of our executive officers serves as a membercompensation of the boardnamed executive officers
Plurality of directors or compensation committeevoting power of shares present and entitled to vote
Yes
With respect to Proposal No. One, you may vote (i) FOR all nominees, (ii) WITHHOLD your vote as to all nominees, or (iii) vote FOR all nominees except for those specific nominees from whom you WITHHOLD your vote. The six nominees receiving the most FOR votes will be elected. Cumulative voting is permitted with respect to the election of directors. See “Is cumulative voting permitted with respect to the election of directors?” above. If you WITHHOLD your vote as to all nominees, your vote will be treated as if you had ABSTAINED from voting on Proposal No. One, and your abstention will have no effect on the outcome of the vote.
With respect to Proposal Nos. Two, Three and Four, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on any of these proposals, the abstention will have the same effect as a vote AGAINST the proposal.
How are proxies solicited for the Annual Meeting and who is paying for the solicitation?
The board of directors is soliciting proxies for use at the Annual Meeting by means of this proxy statement. We will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers and other nominees to forward to the Beneficial Owners of the shares held of record by the brokers or other nominees. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending these proxy materials to Beneficial Owners.
This solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees or agents. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.
Is my vote confidential?
Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Second Sight or to third parties, except as
11
necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.
Will members of the board of directors attend the Annual Meeting?
We encourage our board members to attend the Annual Meeting. Because this year's Annual Meeting will be completely virtual, those board members who do attend will not be available to answer questions from stockholders.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders of Record who participate in householding will be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that Second Sight only send a single copy of the next year’s Notice and, if applicable, the proxy materials, you may contact us as follows:
12
Second Sight Medical Products, Inc.
13170 Telfair Avenue
Sylmar, California 91342
(818) 833-5000
Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.
Further Questions
Who can help answer my questions? |
Our business, property and affairs are managed by, or under the direction of, our Board, in accordance with the California Corporations Code and our Bylaws. Members of the Board are kept informed of our business through discussions with the Chief Executive Officer and other key members of management, by reviewing materials provided to them by management, and by participating in regular and special meetings of the Board and its Committees. Shareholders may communicate with the members of the Board, either individually or collectively, or with any independent directors as a group by writing to the Board at 13170 Telfair Avenue, Sylmar, California 91342. These communications will be reviewed by the office of the Corporate Secretary who, depending on the subject matter, will (a) forward the communication to the director or directors to whom it is addressed or who is responsible for the topic matter, (b) attempt to address the inquiry directly (for example, where it is a request for publicly available information or a stock related matter that does not require the attention of a director), or (c) not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. At each meeting of the Nominating and Governance Committee, the Corporate Secretary presents a summary of communications received and will make those communications available to any director upon request.
Independence of Directors
The Nasdaq Marketplace Rules require a majority of a listed company’s Board of Directors to be comprised of independent directors. In addition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.
Under Rule 5605(a)(2) of the Nasdaq Marketplace Rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other Board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.
Our Board of Directors has reviewed the composition of our Board of Directors and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of the directors currently serving on the Board with the exception of Will McGuire, who was employed as our Chief Executive Officer and President until March 27, 2020 and Alexandra Larson, who is Vice President and General Counsel of Williams International, are independent directors under NASDAQ’s rules.
Our Board of Directors also determined that the directors who serve on our audit committee, our compensation committee, and our nominating and corporate governance committee satisfy the independence standards for such committees established by the SEC and the Nasdaq Marketplace Rules, as applicable. In making such determinations, our Board of Directors considered the relationships that each such non-employee director has with our company and
13
all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.
Board Meetings and Committees of our Board
The Board has three standing committees each of which has the composition described below and responsibilities that satisfy the independence standards of the Securities Exchange Act of 1934 and NASDAQ’s rules: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. During the year ended December 31, 2020, the Board held 22 meetings, the Audit Committee held four meetings, the Compensation Committee held one meeting, and the Nominating and Governance Committee held no meetings. Each of our directors attended 75% of the combined Board meetings and meetings of the Board committee(s) of which he is a member. We do not have a policy with regard to Board attendance at the Annual Meeting.
Audit Committee
The Audit Committee currently consists of Dean Baker, Gregg Williams, Aaron Mendelsohn, and Matthew Pfeffer, each of whom is “independent” as defined under section 5605(a)(2) of the NASDAQ Listing Rules. Mr. Baker is the chair of the Audit Committee. The Board has determined that Mr. Williams qualifies as an “audit committee financial expert” as defined in the rules of the Securities and Exchange Commission (SEC). Mr. Pfeffer was determined to be independent under general rules for director independence, however as a result of his having signed Forms 10-Q and 10-K filings during his temporary appointment as acting chief executive officer of the company, he may not meet the more stringent independence requirements specific to Audit Committee service. The Board has made the determination, given his extensive experience in financial reporting, corporate management and leadership in other operational matters, that under the current exceptional and limited circumstances, membership on the Audit Committee by Mr. Pfeffer is in the best interests of the Company and its stockholders. The Audit Committee met four times during 2020 with all members in attendance at the meetings. The role of the Audit Committee is to:
oversee management’s preparation of our financial statements and management’s conduct of the accounting and financial reporting processes;
oversee management’s maintenance of internal controls and procedures for financial reporting;
oversee our compliance with applicable legal and regulatory requirements, including without limitation, those requirements relating to financial controls and reporting;
oversee the independent auditor’s qualifications and independence;
oversee the performance of the independent auditors, including the annual independent audit of our financial statements;
prepare the report required by the rules of the SEC to be included in our Proxy Statement; and
discharge such duties and responsibilities as may be required of the Committee by the provisions of applicable law, rule or regulation.
A copy of the charter of the Audit Committee is available on our website at www.secondsight.com (under “Investors – Corporate Governance”).
Compensation Committee
The Compensation Committee currently consists of Gregg Williams, Dean Baker Aaron Mendelsohn and Matthew Pfeffer, each of whom we deem to be “independent” as defined in section 5605(a)(2) of the NASDAQ Listing Rules.
14
Mr. Pfeffer serves as chairman of the committee. The Compensation Committee met one time during 2020 with all members in attendance at the meetings. The role of the Compensation Committee is to:
develop and recommend to the Board the annual compensation (base salary, bonus, equity compensation and other benefits) for our President/Chief Executive Officer;
review, approve and recommend to the Board the annual compensation (base salary, bonus, equity compensation and other benefits) for all of our executives;
review, approve and recommend to the Board the aggregate number of equity awards to be granted to employees below the executive level;
ensure that a significant portion of executive compensation is reasonably related to the long-term interest of our shareholders; and
prepare certain portions of our annual Proxy Statement, including an annual report on executive compensation.
A copy of the charter of the Compensation Committee is available on our website at www.secondsight.com (under “Investors – Corporate Governance”).
The Compensation Committee may form and delegate a subcommittee consisting of one or more members to perform the functions of the Compensation Committee. The Compensation Committee may engage outside advisers, including outside auditors, attorneys and consultants, as it deems necessary to discharge its responsibilities. The Compensation Committee has sole authority to retain and terminate any compensation expert or consultant to be used to provide advice on compensation levels or assist in the evaluation of director, President/Chief Executive Officer or senior executive compensation, including sole authority to approve the fees of any expert or consultant and other retention terms. In addition, the Compensation Committee considers, but is not bound by, the recommendations of our Chief Executive Officer with respect to the compensation packages of our other executive officers.
Nominating and Governance Committee
The Nominating and Governance Committee consists of Gregg Williams and Aaron Mendelsohn, each of whom we deemed to be “independent” as defined in section 5605(a)(2) of the NASDAQ Listing Rules. The Nominating and Governance Committee did not hold meetings during 2020. The role of the Nominating and Governance Committee is to:
evaluate from time to time the appropriate size (number of members) of the Board and recommend any increase or decrease;
• | determine the
| |
• | establish criteria for
|
review planning for succession to the position of Chairman of the Board and Chief Executive Officer and other senior management positions; annually recommend to the Board persons to be nominated for election as directors; recommend to the Board the members of all standing Committees; adopt or develop for Board consideration corporate governance principles and policies; and periodically review and report to the Board on the effectiveness of corporate governance procedures and the Board as a governing body. A copy of the charter of the Nominating and Governance Committee is available on our website www.secondsight.com (under “Investors – Corporate Governance”). Policy with Regard to Security Holder Recommendations The Nominating and Governance Committee does not presently have a policy with regard to consideration of any director candidates recommended by security holders. No security holder (other than members of the Nominating and Governance Committee) has recommended a candidate to date. Director Qualifications and Diversity The Board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions who each will represent the best interests of the Company and its shareholders. Candidates should have substantial experience with one or more publicly traded companies or should have achieved a high level of distinction in their chosen fields. The Board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in medical devices, biotechnology, intellectual property, early stage technology companies, research and development, strategic planning, business development, compensation, finance, accounting or banking. Our Board believes that the directors nominated collectively have the experience and skills effectively to oversee the management of the Company, including a high level of personal and professional integrity, an ability to exercise sound business judgement on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing the Company, and a willingness to devote the necessary time to Board duties.
|
|
| ||
|
|
| ||
|
|
| ||
|
|
| ||
|
|
| ||
|
|
|
Jonathan Will McGuire, 56, Chief Executive Officer, President and Director
Biographical information for Mr. McGuire is set forth under “Executive Compensation and Related Information”. Our board believes that Mr. McGuire’s executive and managerial experience together with his leadership skills make him well qualified to continue serving as one of our directors.
William J. Link, Ph.D, 73, Director and Chairman of the Compensation Committee
Dr. Link is Founder and Managing Partner of Flying L Partners and a Founder and Managing Director of Versant Ventures. Dr. Link specializes early-stage investing in medical devices. Prior to co-founding Versant Ventures, Dr. Link was a general partner at Brentwood Venture Capital, and has over two decades of operations experience in the healthcare industry. Dr. Link was previously Founder, Chairman, and CEO of Chiron Vision, which was sold to Bausch and Lomb in 1997. Prior to Chiron Vision, Dr. Link founded and served as President of American Medical Optics (AMO), a division of American Hospital Supply Corporation, which was sold to Allergan in 1986. Later, he served on the Board of AMO’s successor company, Advanced Medical Optics (AMO) which was acquired by Abbott in 2009 and then by Johnson and Johnson in 2016. Before entering the healthcare industry, he was an Assistant Professor in the Department of Surgery at the Indiana University School of Medicine. Dr. Link currently serves on the board of several private companies and three public companies, Edwards Lifesciences, Glaukos, and Second Sight Medical Products. He received his B.S., M.S., and Ph.D. from Purdue University.
Aaron Mendelsohn, 67, Director
Mr. Mendelsohn is a founder and has served as a director of Second Sight since inception. Mr. Mendelsohn served on the board of Advanced Bionics since shortly after its founding in 1993 until its sale in 2004 to Boston Scientific Corp. Mr. Mendelsohn was also a founder and director of Medical Research Group from its inception in 1998 until its sale in 2001 to Medtronic, Inc. Mr. Mendelsohn previously served on the board of directors for the Alfred E. Mann Institute for Biomedical Engineering at the University of Southern California since its inception in 1998 until mid-2016. Mr. Mendelsohn is a founder and, since 2007, a director of Nanoprecision Holding Company, Inc., a company engaged in manipulating materials at nanometer scale. He is also a founder and director of Nanoprecision Medical, Inc., a drug delivery company working in nanotechnology, since its inception in 2011. Mr. Mendelsohn is a founder and serves as Chairman of the Maestro Foundation since it was organized in 1983. The Maestro Foundation is a leading non-profit musical philanthropic organization which hosts a premier chamber music series and lends professional-level instruments and bows to young, career-bound classical musicians. Mr. Mendelsohn received his B.A. from UCLA and J.D. from Loyola University School of Law Los Angeles. Our Board believes that Mr. Mendelsohn’s business experience, including his experience as a founder, board member and executive officer of medical device companies, combined with his financial experience, business acumen and judgment provide our Board with valuable managerial and operational expertise and leadership skills making him well qualified to continue serving as one of our directors.
Gregg Williams, 60, Chairman of the Board of Directors
Mr. Williams has served as a member of our Board since June 2009 and was appointed Chairman of our board in March 2018. Mr. Williams is the Chairman, President, and Chief Executive Officer at Williams International (www.williams-int.com), a leading developer and manufacturer of gas turbine engines and one of the largest privately owned companies in the aviation industry, positions he has held since July 1999. Previously, Mr. Williams held several key managerial positions within Williams International including serving as its President and Chief Operating Officer, Vice President, Advanced Technology, Director, Program Management and Director, Engineering. In addition, Mr. Williams is Chairman and majority owner of Ramos Arizpe Manufacturing (www.ram-mx.com) a high volume automotive engine parts manufacturing company located in Mexico. Mr. Williams also is a member of the board of directors of Nanoprecision Medical, Inc. (www.nanoprecisionmedical.com), a drug delivery company working in nanotechnology. Mr. Williams received a Bachelor of Science in Mechanical Engineering from the University of Utah and holds numerous patents related to gas turbine engines, turbo machinery, rocket engines and control systems. He is a board member of General Aviation Manufacturers Association and former member of the Henry Ford Hospital Board of Trustees. Our Board believes that Mr. William’s executive and managerial experience together with his leadership skills make him well qualified to continue serving as one of our directors.
Matthew Pfeffer, 61, Director and Chairman of Audit Committee
Mr. Pfeffer served as a member of the board of directors of MannKind Corporation from January 2016 through October 2017, and served as a special adviser to the company from November 2017 through February 2019. He served as Chief Executive Officer and Chief Financial Officer of MannKind from January 2016 through May 2017, and as Corporate Vice President and Chief Financial Officer of MannKind from April 2008 until January 2016. Previously, Mr. Pfeffer served as Chief Financial Officer and Senior Vice President of Finance and Administration of VaxGen, Inc. from March 2006 until April 2008, with responsibility for finance, tax, treasury, human resources, information technology, purchasing and facilities functions. Prior to VaxGen, Mr. Pfeffer served as Chief Financial Officer of Cell Genesys, Inc. During his nine-year tenure at Cell Genesys, Mr. Pfeffer served as Director of Finance before being named Chief Financial Officer in 1998. Prior to that, Mr. Pfeffer served in a variety of financial management positions at other companies, including roles as Corporate Controller, Manager of Internal Audit and Manager of Financial Reporting. Mr. Pfeffer began his career at Price Waterhouse. Mr. Pfeffer graduated from the University of California, Berkeley and is a Certified Public Accountant. Our Board believes that Mr. Pfeffer’s executive and managerial experience together with his leadership skills make him well qualified to continue serving as one of our directors.
Vote Required
Each director nominee who receives more “FOR” votes than “AGAINST” votes representing
Broker Discretionary Voting Allowed?
Proposal No. One --Election of directors
Plurality of voting power of shares of our common stock present in person or represented by proxy and entitled to be voted at the Annual Meeting will be elected.vote
No
Proposal No. Two -- Ratification of the nominees have indicated to us that they will be available to serve as directors. In the event that any nominee should become unavailable, the proxy holders, Will McGuire or John T. Blake, will vote for a nominee or nominees designated by the Board.
There are no family relationships among our executive officers and directors.
If you sign your proxy or voting instruction card but do not give instructions with respect to voting for directors, your shares will be voted by Will McGuire or John T. Blake, as proxy holders. If you wish to give specific instructions with respect to voting for directors, you may do so by indicating your instructions on your proxy or voting instruction card.
You may cumulate your votes in favor of one or more of the director nominees. If you wish to cumulate your votes, you will need to indicate explicitly your intent to cumulate your votes among the five persons who will be voted upon at the Annual Meeting. See “Questions and Answers—Voting Information—Is cumulative voting permitted for the election of directors?” for further information about how to cumulate your votes. Will McGuire or John T. Blake as proxy holders, reserve the right to cumulate votes and cast such votes in favor of the election of some or all of the applicable nominees in their sole discretion, except that a shareholder’s votes will not be cast for a nominee as to whom such shareholder instructs that such votes be cast “AGAINST” or “ABSTAIN.”
Our Board recommends a vote “FOR” each of the nominees.
Director Compensation for 2018
On June 1, 2018 our non-employee directors were paid an annual retainer of $50,000. Each of our non-employee directors who served as a committee chair also received $6,000 per year for his or her service as committee chair and non-chair committee members received $4,000 per year for each committee on which they served; provided, however, the Audit Committee chair’s additional retainer was $16,000 per year and each non-chair Audit Committee member’s additional retainer was $8,000 per year. All fees were paid in shares of our stock on June 1 and the stock price per share value was determined by an average closing price of our stock for the preceding twenty trading days of our common stock on its principal exchange.
Commencing June 1, 2018, our non-employee directors are paid their annual base compensation retainers of $35,000 for serving on the board and committees in cash on the first business day of every quarter. The Audit Committee chair also receives a retainer of $18,000 per year for his service as committee chair and non-chair Audit Committee members receive $8,000 per year. The Compensation Committee chair’s retainer is $12,000 per year and each other Compensation Committee member’s additional retainer is $6,000 per year. The Nominating and Governance Committee chair’s retainer is $10,000 per year and each other Nominating and Governance Committee member’s additional retainer is $5,000 per year. Additionally, our non-employee directors are paid an equity compensation retainer in the form of stock options that equal $25,000 divided by the Black-Scholes value of the stock options on the date of their issuance. The stock options (i) have a 10 year term, (ii) fully vest on the earlier of the one year anniversary of grant or the date of next shareholder meeting, no partial vesting is allowed and (iv) upon ceasing to be a board member, the options may be exercised (x) for 30 days in the event of resignation, (y) 60 days in the event of termination, and (z) 90 days in the event of death. Our non-employee directors may elect, on the date of our annual shareholder meeting, to receive their base compensation retainers in the form of stock options on the same terms as the aforementioned equity compensation retainer.
The following Director Compensation Table sets forth information concerning compensation for services rendered by our non-employee directors for fiscal year 2018. The amounts represented in the “Fees Earned or Paid in Cash” column reflects the stock compensation expense recorded by the Company and does not necessarily equate to the income that will ultimately be realized by the directors for such awards in lieu of actual cash fees, as noted above.
Name |
| Fees Earned |
| Stock |
|
|
| Option |
|
| Non-Equity |
| Nonqualified |
|
| All Other |
| Total |
| |||||||
Matthew Pfeffer |
| $ | 34,419 |
| $ | 29,167 |
|
|
| $ | 25,000 |
|
| $ | — |
| $ | — |
|
| $ | — |
| $ | 88,586 |
|
William J. Link, PhD |
|
| 37,919 |
|
| 28,333 |
|
|
|
| 25,000 |
|
|
| — |
|
| — |
|
|
| — |
|
| 91,252 |
|
Gregg Williams |
|
| 31,507 |
|
| 27,500 |
|
|
|
| 25,000 |
|
|
| — |
|
| — |
|
|
| — |
|
| 84,007 |
|
Aaron Mendelsohn |
|
| 25,088 |
|
| 24,167 |
|
|
|
| 25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
| 74,255 |
|
PROPOSAL 2 — APPROVe an amendment to the Restated Articles of
Incorporation of the Company to increase the authorized shares of common
stock of the Company from 200,000,000 to 300,000,000
Our restated articles of incorporation currently provide for authorized capital stock consisting of 200,000,000 no par value shares of common stock, and 10,000,000 no par value, shares of preferred stock. As of the Record Date, we had 124,197,961 shares of common stock outstanding, excluding 62,261,657 shares of our common stock underlying outstanding warrants, 8,586,375 shares of our common stock issuable for options granted under our 2011 Equity Incentive Plan (the “2011 Equity Plan”), as amended, 512,750 shares of our common stock issuable for restricted stock units (“RSUs”) granted, but not released, 906,888 shares currently reserved for issuance under our Employee Stock Purchase Plan, and no shares of preferred stock outstanding. As of the record date, we had 3,534,369 shares of authorized common stock remaining for future issuances, after giving effect to 196,465,631 shares outstanding or currently reserved for future issuances under our various plans.
We are asking our shareholders to approve an amendment to our restated articles of incorporation to increase the total number of shares of common stock that we are authorized to issue from 200,000,000 shares to 300,000,000 shares. The additional shares of common stock for which authorization is sought would be part of the existing class of common stock and, if and when issued, would have the same rights and privileges as the shares of common stock presently outstanding. Such additional shares would not (and the shares of common stock presently outstanding do not) entitle the holders thereof to preemptive voting rights. The number of authorized shares of our preferred stock will not be affected by this amendment to our restated articles of incorporation and will be maintained at 10,000,000 shares.
Our Board has determined that it is advisable and in the best interest of the Company’s shareholders for the Company to amend its restated articles of incorporation to increase the total number of authorized shares of the Company’s common stock from 200,000,000 to 300,000,000 shares. Accordingly, on April 12, 2019, our board of directors approved an amendment to our restated articles of incorporation in substantially the form attached hereto as Appendix A, subject to shareholder approval, and directed that this amendment be submitted to a vote of our shareholders.
Our Board believes that the proposed increase in authorized common stock will make sufficient shares of Common Stock available to provide the additional flexibility necessary to pursue our strategic objectives. The additional shares of common stock authorized under the proposed amendment may be used for various purposes. For example, in February 2019 we completed a public rights offering to our shareholders of approximately 47.8 million units, each unit consisting of one share of common stock and one warrant to purchase one additional share, for net proceeds of approximately $34.6 million that we intend to use to support ongoing development of Orion and operations. The Company could elect to use the additional authorized shares of common stock for other public and private offerings in the future, or for various other strategic and corporate purposes.
The additional common stock proposed to be authorized would have rights identical to the currently outstanding shares of our common stock. Approval of this Proposal No. 2 would not affect the rights of the holders of currently outstanding shares of our common stock, except for effects incidental to increasing the number of shares of our common stock outstandingif such additional authorized shares of common stock are issued, such as dilution of any earnings per share and voting rights of current holders of common stock. The additional shares of common stock authorized by the approval of this Proposal No. 2, and the filing of the amendment to our restated articles of incorporation, could be issued by our Board without further vote of our shareholders except as may be required in particular cases by our restated articles of incorporation, our restated bylaws, applicable law, regulatory agencies, or the Nasdaq Listing Rules. Under our restated articles of incorporation, shareholders do not have preemptive rights to subscribe for additional securities that may be issued by us, which means that current shareholders do not have a prior right thereunder to purchase any new issue of common stock in order to maintain their proportionate ownership interests in the Company.
Our Board unanimously recommends that shareholders vote “FOR” the approval of an amendment to the Restated Articles of Incorporation of the Company to increase the authorized shares of common stock of the Company from 200,000,000 to 300,000,000 as described in this Proposal 2.
The Audit Committee of the Board of Directors (the "Audit Committee") has furnished this report concerning the independent audit of the Company's consolidated financial statements. Each member of the Audit Committee meets the enhanced independence standards established by the Sarbanes-Oxley Act of 2002 and rulemaking of the Securities and Exchange Commission (the "SEC") and the NASDAQ Stock Market regulations. A copy of the Audit Committee Charter is available on the Company's website at http://www.secondsight.com.
The Audit Committee's responsibilities include assisting the Board of Directors regarding the oversight of the integrity of the Company's consolidated financial statements, the Company's compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications and independence, and the performanceappointment of the independent registered public accounting firm
Proposal No. Three--Endorsement of the compensation of executive officers
Plurality of voting power of shares present and entitled to vote
Plurality of voting power of shares present and entitled to vote
Yes
No
Proposal No. Four -- To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the named executive officers
Plurality of voting power of shares present and entitled to vote
Yes
With respect to Proposal No. One, you may vote (i) FOR all nominees, (ii) WITHHOLD your vote as to all nominees, or (iii) vote FOR all nominees except for those specific nominees from whom you WITHHOLD your vote. The six nominees receiving the most FOR votes will be elected. Cumulative voting is permitted with respect to the election of directors. See “Is cumulative voting permitted with respect to the election of directors?” above. If you WITHHOLD your vote as to all nominees, your vote will be treated as if you had ABSTAINED from voting on Proposal No. One, and your abstention will have no effect on the outcome of the vote.
With respect to Proposal Nos. Two, Three and Four, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on any of these proposals, the abstention will have the same effect as a vote AGAINST the proposal.
How are proxies solicited for the Annual Meeting and who is paying for the solicitation?
The board of directors is soliciting proxies for use at the Annual Meeting by means of this proxy statement. We will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers and other nominees to forward to the Beneficial Owners of the shares held of record by the brokers or other nominees. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending these proxy materials to Beneficial Owners.
This solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees or agents. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.
Is my vote confidential?
Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Second Sight or to third parties, except as
11
necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.
Will members of the board of directors attend the Annual Meeting?
We encourage our board members to attend the Annual Meeting. Because this year's Annual Meeting will be completely virtual, those board members who do attend will not be available to answer questions from stockholders.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders of Record who participate in householding will be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that Second Sight only send a single copy of the next year’s Notice and, if applicable, the proxy materials, you may contact us as follows:
12
Second Sight Medical Products, Inc.
13170 Telfair Avenue
Sylmar, California 91342
(818) 833-5000
Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.
Further Questions
Who can help answer my questions? |
If you have any questions about the Annual Meeting or how to vote or revoke your proxy, you should contact Scott Dunbar, our Acting Chief Executive Officer at sdunbar@secondsight.com. |
Our business, property and affairs are managed by, or under the direction of, our Board, in accordance with the California Corporations Code and our Bylaws. Members of the Board are kept informed of our business through discussions with the Chief Executive Officer and other key members of management, by reviewing materials provided to them by management, and by participating in regular and special meetings of the Board and its Committees. Shareholders may communicate with the members of the Board, either individually or collectively, or with any independent directors as a group by writing to the Board at 13170 Telfair Avenue, Sylmar, California 91342. These communications will be reviewed by the office of the Corporate Secretary who, depending on the subject matter, will (a) forward the communication to the director or directors to whom it is addressed or who is responsible for the topic matter, (b) attempt to address the inquiry directly (for example, where it is a request for publicly available information or a stock related matter that does not require the attention of a director), or (c) not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. At each meeting of the Nominating and Governance Committee, the Corporate Secretary presents a summary of communications received and will make those communications available to any director upon request.
Independence of Directors
The Nasdaq Marketplace Rules require a majority of a listed company’s Board of Directors to be comprised of independent directors. In addition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.
Under Rule 5605(a)(2) of the Nasdaq Marketplace Rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other Board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.
Our Board of Directors has reviewed the composition of our Board of Directors and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of the directors currently serving on the Board with the exception of Will McGuire, who was employed as our Chief Executive Officer and President until March 27, 2020 and Alexandra Larson, who is Vice President and General Counsel of Williams International, are independent directors under NASDAQ’s rules.
Our Board of Directors also determined that the directors who serve on our audit committee, our compensation committee, and our nominating and corporate governance committee satisfy the independence standards for such committees established by the SEC and the Nasdaq Marketplace Rules, as applicable. In making such determinations, our Board of Directors considered the relationships that each such non-employee director has with our company and
13
all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.
Board Meetings and Committees of our Board
The Board has three standing committees each of which has the composition described below and responsibilities that satisfy the independence standards of the Securities Exchange Act of 1934 and NASDAQ’s rules: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. During the year ended December 31, 2020, the Board held 22 meetings, the Audit Committee held four meetings, the Compensation Committee held one meeting, and the Nominating and Governance Committee held no meetings. Each of our directors attended 75% of the combined Board meetings and meetings of the Board committee(s) of which he is a member. We do not have a policy with regard to Board attendance at the Annual Meeting.
Audit Committee
The Audit Committee currently consists of Dean Baker, Gregg Williams, Aaron Mendelsohn, and Matthew Pfeffer, each of whom is “independent” as defined under section 5605(a)(2) of the NASDAQ Listing Rules. Mr. Baker is the chair of the Audit Committee. The Board has determined that Mr. Williams qualifies as an “audit committee financial expert” as defined in the rules of the Securities and Exchange Commission (SEC). Mr. Pfeffer was determined to be independent under general rules for director independence, however as a result of his having signed Forms 10-Q and 10-K filings during his temporary appointment as acting chief executive officer of the company, he may not meet the more stringent independence requirements specific to Audit Committee service. The Board has made the determination, given his extensive experience in financial reporting, corporate management and leadership in other operational matters, that under the current exceptional and limited circumstances, membership on the Audit Committee by Mr. Pfeffer is in the best interests of the Company and its stockholders. The Audit Committee met four times during 2020 with all members in attendance at the meetings. The role of the Audit Committee is to:
oversee management’s preparation of our financial statements and management’s conduct of the accounting and financial reporting processes;
oversee management’s maintenance of internal controls and procedures for financial reporting;
oversee our compliance with applicable legal and regulatory requirements, including without limitation, those requirements relating to financial controls and reporting;
oversee the independent auditor’s qualifications and independence;
oversee the performance of the independent auditors, including the annual independent audit of our financial statements;
prepare the report required by the rules of the SEC to be included in our Proxy Statement; and
discharge such duties and responsibilities as may be required of the Committee by the provisions of applicable law, rule or regulation.
A copy of the charter of the Audit Committee is available on our website at www.secondsight.com (under “Investors – Corporate Governance”).
Compensation Committee
The Compensation Committee currently consists of Gregg Williams, Dean Baker Aaron Mendelsohn and Matthew Pfeffer, each of whom we deem to be “independent” as defined in section 5605(a)(2) of the NASDAQ Listing Rules.
14
Mr. Pfeffer serves as chairman of the committee. The Compensation Committee met one time during 2020 with all members in attendance at the meetings. The role of the Compensation Committee is to:
develop and recommend to the Board the annual compensation (base salary, bonus, equity compensation and other benefits) for our President/Chief Executive Officer;
review, approve and recommend to the Board the annual compensation (base salary, bonus, equity compensation and other benefits) for all of our executives;
review, approve and recommend to the Board the aggregate number of equity awards to be granted to employees below the executive level;
ensure that a significant portion of executive compensation is reasonably related to the long-term interest of our shareholders; and
prepare certain portions of our annual Proxy Statement, including an annual report on executive compensation.
A copy of the charter of the Compensation Committee is available on our website at www.secondsight.com (under “Investors – Corporate Governance”).
The Compensation Committee may form and delegate a subcommittee consisting of one or more members to perform the functions of the Compensation Committee. The Compensation Committee may engage outside advisers, including outside auditors, attorneys and consultants, as it deems necessary to discharge its responsibilities. The Compensation Committee has sole authority to retain and terminate any compensation expert or consultant to be used to provide advice on compensation levels or assist in the evaluation of director, President/Chief Executive Officer or senior executive compensation, including sole authority to approve the fees of any expert or consultant and other retention terms. In addition, the Compensation Committee considers, but is not bound by, the recommendations of our Chief Executive Officer with respect to the compensation packages of our other executive officers.
Nominating and Governance Committee
The Nominating and Governance Committee consists of Gregg Williams and Aaron Mendelsohn, each of whom we deemed to be “independent” as defined in section 5605(a)(2) of the NASDAQ Listing Rules. The Nominating and Governance Committee did not hold meetings during 2020. The role of the Nominating and Governance Committee is to:
evaluate from time to time the appropriate size (number of members) of the Board and recommend any increase or decrease;
• | determine the desired skills and attributes of members of the Board, taking into account the needs of the business and listing standards; | |
• | establish criteria for prospective members, conduct candidate searches, interview prospective candidates, and oversee programs to introduce the candidate to us, our management, and operations; |
review planning for succession to the position of Chairman of the Board and Chief Executive Officer and other senior management positions;
annually recommend to the Board persons to be nominated for election as directors;
recommend to the Board the members of all standing Committees;
adopt or develop for Board consideration corporate governance principles and policies; and
periodically review and report to the Board on the effectiveness of corporate governance procedures and the Board as a governing body.
A copy of the charter of the Nominating and Governance Committee is available on our website www.secondsight.com (under “Investors – Corporate Governance”).
Policy with Regard to Security Holder Recommendations
The Nominating and Governance Committee does not presently have a policy with regard to consideration of any director candidates recommended by security holders. No security holder (other than members of the Nominating and Governance Committee) has recommended a candidate to date.
Director Qualifications and Diversity
The Board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions who each will represent the best interests of the Company and its shareholders. Candidates should have substantial experience with one or more publicly traded companies or should have achieved a high level of distinction in their chosen fields. The Board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in medical devices, biotechnology, intellectual property, early stage technology companies, research and development, strategic planning, business development, compensation, finance, accounting or banking.
Our Board believes that the directors nominated collectively have the experience and skills effectively to oversee the management of the Company, including a high level of personal and professional integrity, an ability to exercise sound business judgement on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing the Company, and a willingness to devote the necessary time to Board duties.
Compensation Committee Interlocks and Insider Participation
At the start of 2020, Messrs. William Link, Gregg Williams and Matthew Pfeffer served on the Compensation Committee. Mr. Pfeffer stepped down from the committee when he was named acting chief executive officer on March 27, 2020 and Mr. Aaron Mendelson was added to fill the vacancy. Mr. Link left the Board in May 2020. None of these individuals has ever previously been an officer or employee of ours. In addition, none of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or the Compensation Committee.
Code of Conduct
We adopted a Code of Business Conduct and Ethics (“Code of Ethics”) applicable to our principal executive officer on March 27, 2020. In addition, the Code of Ethics applies to our employees, officers, directors, agents and representatives. The Code of Ethics requires, among other things, that our employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in our best interest. The Code of Ethics is available on our website at www.secondsight.com (under “Investors – Code of Business Conduct and Ethics”).
Risk Oversight
Enterprise risks are identified and prioritized by management and each prioritized risk is assigned to a Board committee or the full Board for oversight as follows:
Full Board — Risks and exposures associated with strategic, financial and execution risks and other current matters that may present material risk to our operations, plans, prospects or reputation.
Audit Committee — Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters.
Nominating and Governance Committee — Risks and exposures relating to corporate governance and management and director succession planning.
16
Compensation Committee — Risks and exposures associated with leadership assessment and compensation programs and arrangements, including incentive plans.
Board Leadership Structure
The Chairman of the Board presides at all meetings of the Board.
Review, Approval or Ratification of Transactions with Related Persons
The Nominating and Governance Committee reviews issues involving potential conflicts of interest, other than Related Party transactions, which are reviewed by the Audit Committee.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of our common stock, to file with the SEC reports about their ownership of common stock and other equity securities of the Company. Such directors, officers and 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the reports provided to us and on representations received from our directors and executive officers, we believe that all of our executive officers, directors and persons who beneficially own more than 10% of our common stock complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2020.
PROPOSALS
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF
PROPOSALS 1, 2, 3 and 4 BELOW.
PROPOSAL 1 — ELECTION OF DIRECTORS
Nominees for Election
The Board currently has six members. Our Board has nominated our six incumbent directors for election at the Annual Meeting to terms expiring at the 2022 annual meeting of shareholders and until their successors are duly elected and qualified, subject to earlier resignation or removal. If any nominee is unable or declines to stand for election, which circumstance we do not anticipate, the Board may designate a substitute. In that event, shares represented by proxies may be voted for a substitute nominee.
Our Director Qualifications and Diversity guidelines contain the current Board membership criteria that apply to nominees recommended for a position on the Board. Under those criteria, members of the Board should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, government, education, technology or public service. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. In addition, the Nominating and Governance Committee takes into account a potential director’s ability to contribute to the diversity of background and experience represented on the Board, and it reviews its effectiveness in balancing these considerations when assessing the composition of the Board. Directors’ service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of all of our shareholders. Although the Board uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees.
The Board believes that all the nominees named below are highly qualified and have the skills and experience required for effective service on the Board. The nominees’ individual biographies below contain information about their experience, qualifications and skills that led the Board to nominate them:
Nominee’s or Director’s Name | Year First | Position with the Company | ||
Gregg Williams | 2009 | Independent Director, Non-Executive Chairman | ||
Aaron Mendelsohn | 1998 | Independent Director | ||
Jonathan Will McGuire | 2015 | Director | ||
Matthew Pfeffer | 2015 | Independent Director | ||
Dean Baker | 2021 | Independent Director | ||
Alexandra Larson | 2021 | Director |
Gregg Williams, 62, Chairman of the Audit Committee, Compensation Committee, Nominating and Governance Committee and of the Board of Directors
Mr. Williams has served as a member of our Board since June 2009 and was appointed Chairman of our board in March 2018. Mr. Williams is the Chairman, President, and Chief Executive Officer at Williams International (www.williams-int.com), a leading developer and manufacturer of gas turbine engines and one of the largest privately owned companies in the aviation industry, positions he has held since July 1999. Previously, Mr. Williams held several key managerial positions within Williams International including serving as its President and Chief Operating Officer, Vice President, Advanced Technology, Director, Program Management and Director, Engineering. In addition, Mr. Williams is Chairman and majority owner of Ramos Arizpe Manufacturing (www.ram-mx.com) a high volume automotive engine parts manufacturing company located in Mexico. Mr. Williams also is a member of the board of directors of Nanoprecision Medical, Inc. (www.nanoprecisionmedical.com), a drug delivery company working in nanotechnology. Mr. Williams received a Bachelor of Science in Mechanical Engineering from the University of Utah and holds numerous patents related to gas turbine engines, turbo machinery, rocket engines and control systems. He is a board member of General Aviation Manufacturers Association and former member of the Henry Ford Hospital
18
Board of Trustees. Our Board believes that Mr. William’s executive and managerial experience together with his leadership skills make him well qualified to continue serving as one of our directors.
Aaron Mendelsohn, 69, Director
Mr. Mendelsohn is a founder and has served as a director of Second Sight since inception. Mr. Mendelsohn served on the board of Advanced Bionics since shortly after its founding in 1993 until its sale in 2004 to Boston Scientific Corp. Mr. Mendelsohn was also a founder and director of Medical Research Group from its inception in 1998 until its sale in 2001 to Medtronic, Inc. Mr. Mendelsohn previously served on the board of directors for the Alfred E. Mann Institute for Biomedical Engineering at the University of Southern California since its inception in 1998 until mid-2016. He is also a founder and director of Nanoprecision Medical, Inc., a drug delivery company working in nanotechnology, since its inception in 2011. Mr. Mendelsohn is a founder and serves as Chairman of the Maestro Foundation since it was organized in 1983. The Maestro Foundation is a leading non-profit musical philanthropic organization which hosts a premier chamber music series and lends professional-level instruments and bows to young, career-bound classical musicians. Mr. Mendelsohn received his B.A. from UCLA and J.D. from Loyola University School of Law Los Angeles. Our Board believes that Mr. Mendelsohn’s business experience, including his experience as a founder, board member and executive officer of medical device companies, combined with his financial experience, business acumen and judgment provide our Board with valuable managerial and operational expertise and leadership skills making him well qualified to continue serving as one of our directors.
Jonathan Will McGuire, 58, Director
Mr. McGuire serves as Chief Executive Officer and member of the board of directors of RA Medical Systems. Prior to that, Mr. McGuire served as our President and Chief Executive Officer from August 2015 to March 2020. Prior to that, Mr. McGuire served at Volcano Corporation, where he was President of Americas Commercial since 2014 and prior to that, Senior Vice President and General Manager of Coronary Imaging, Systems and Program Management since 2013. Volcano, a global leader in intravascular imaging for coronary and peripheral applications and physiology, was acquired by Royal Philips in February 2015. Prior to joining Volcano, Mr. McGuire served as Vice President and General Manager of Patient Monitoring at Covidien. He previously served as President and Chief Executive Officer of AtheroMed, Inc., a venture capital-backed peripheral atherectomy company, prior to which he was Chief Operating Officer at Spectranetics Corporation, a publicly-traded medical device company. In addition, Mr. McGuire held various positions at Guidant Corporation from 1998 to 2005 including General Manager of Guidant Latin America; Director of U.S. Marketing for Vascular Intervention (VI); Director of Global Marketing for VI; and, Production Manager for Coronary Stents. Prior to 1998, Mr. McGuire held positions in Finance and Production at IVAC Medical Systems. A graduate of the Georgia Institute of Technology, Mr. McGuire received his M.B.A. from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill.
Matthew Pfeffer, 64, Director and Chairman of Audit Committee
Mr. Pfeffer has served as a member of our Board since 2015. Mr. Pfeffer served as acting chief executive officer of the company from March 27, 2020 to March 26, 2021. Mr. Pfeffer served as a member of the board of directors of MannKind Corporation from January 2016 through October 2017, and served as a special adviser to the company from November 2017 through February 2019. He served as Chief Executive Officer and Chief Financial Officer of MannKind from January 2016 through May 2017, and as Corporate Vice President and Chief Financial Officer of MannKind from April 2008 until January 2016. Previously, Mr. Pfeffer served as Chief Financial Officer and Senior Vice President of Finance and Administration of VaxGen, Inc. from March 2006 until April 2008, with responsibility for finance, tax, treasury, human resources, information technology, purchasing and facilities functions. Prior to VaxGen, Mr. Pfeffer served as Chief Financial Officer of Cell Genesys, Inc. During his nine-year tenure at Cell Genesys, Mr. Pfeffer served as Director of Finance before being named Chief Financial Officer in 1998. Prior to that, Mr. Pfeffer served in a variety of financial management positions at other companies, including roles as Corporate Controller, Manager of Internal Audit and Manager of Financial Reporting. Mr. Pfeffer began his career at Price Waterhouse. Mr. Pfeffer graduated from the University of California, Berkeley and is a Certified Public Accountant. Our Board believes that Mr. Pfeffer’s executive and managerial experience together with his leadership skills make him well qualified to continue serving as one of our directors.
19
Dean Baker, 78, Director
Dr. Baker serves on the Board of Directors of Nano Precision Medical since 2013 and on the Board of Directors of Transonic Imaging since 2018. Mr. Baker served on the Board of Directors of Advanced Bionics prior to its sale to Boston Scientific. In addition, he was the founding director of the Alfred E. Mann Institute for Biomedical Engineering at USC, and served for nine years on the Board of Directors (including serving on compensation, audit, and governance committees) for Semtech, a publicly traded semiconductor company. He currently serves on the Board of Directors for Transonic Imaging, a medical imaging startup. Dr. Baker was also a vice president of Northrop Grumman for 16 years including overseeing a division with $1 billion in annual sales.
Alexandra Larson, 41, Director
Ms. Larson serves as Vice President and General Counsel of Williams International, a privately-held designer and manufacturer in the aerospace and defense industry, since January 2019. Prior to Williams International, from 2013 to January 2019, Ms. Larson was Legal Director and Associate General Counsel at Amcor. Ms. Larson also served as Corporate Counsel at Compuware Corporation, and Associate in the mergers & acquisitions practice of the global law firm Baker and McKenzie, in its New York office. Ms. Larson held positions with the New York Stock Exchange and the United States Department of Justice, Antitrust Division. Ms. Larson is a graduate of the University of Michigan Law School (Ann Arbor), Hamilton College in Clinton, New York, and the University of Tennessee, Knoxville Haslam College of Business's Aerospace & Defense MBA Program.
Vote Required
Each director nominee who receives more “FOR” votes than “AGAINST” votes representing shares of our common stock present in person or represented by proxy and entitled to be voted at the Annual Meeting will be elected.
All of the nominees have indicated to us that they will be available to serve as directors. In the event that any nominee should become unavailable, the proxy holders, Scott Dunbar or Edward Sedo, will vote for a nominee or nominees designated by the Board.
There are no family relationships among our executive officers and directors.
If you sign your proxy or voting instruction card but do not give instructions with respect to voting for directors, your shares will be voted by Scott Dunbar or Edward Sedo, as proxy holders. If you wish to give specific instructions with respect to voting for directors, you may do so by indicating your instructions on your proxy or voting instruction card.
You may cumulate your votes in favor of one or more of the director nominees. If you wish to cumulate your votes, you will need to indicate explicitly your intent to cumulate your votes among the five persons who will be voted upon at the Annual Meeting. See “Questions and Answers—Voting Information—Is cumulative voting permitted for the election of directors?” for further information about how to cumulate your votes. Scott Dunbar or Edward Sedo as proxy holders, reserve the right to cumulate votes and cast such votes in favor of the election of some or all of the applicable nominees in their sole discretion, except that a shareholder’s votes will not be cast for a nominee as to whom such shareholder instructs that such votes be cast “AGAINST” or “ABSTAIN.”
Our Board recommends a vote “FOR” each of the nominees.
Director Compensation for 2020
During 2020 our non-employee directors were compensated with an annual retainer of $35,000. These non-employee directors were paid their annual base compensation retainers for serving on the board and committees in cash on the first business day of every quarter. Our non-employee director who serves as Audit Committee chair also receives $18,000 per year for his service as committee chair and non-chair committee members receive $8,000 per year. The retainer for the Compensation Committee chairman is $12,000 per year and the retainer for each other Compensation Committee member is $6,000 per year. The retainer for the Nominating and Governance Committee chairman is $10,000 per year and each other Nominating Committee member is $5,000 per year. Additionally, our non-employee directors were paid an equity compensation retainer in 2019, but not in 2020, in the form of stock options that equal
20
$25,000 divided by the Black-Scholes value of the stock on the date of their issuance. The stock options (i) have a 10 year term, (ii) fully vest on the earlier of one year anniversary of grant or the date of next shareholder meeting, no partial vesting is allowed and (iv) upon ceasing to be a board member, the options may be exercised (x) for 30 days in the event of resignation, (y) 60 days in the event of termination, and (z) 90 days in the event of death. One of our non-employee directors elected, on the date of our annual shareholder meeting, to receive his base compensation retainers in the form of stock options on the same terms as the aforementioned equity compensation retainer.
The table below sets forth information concerning compensation for services rendered by our non-employee directors the year ended December 31, 2020.
Name |
| Fees Earned |
| Stock |
|
|
| Option |
|
| Non-Equity |
| Nonqualified |
|
| All Other |
| Total |
| |||||||
Gregg Williams |
| $ | — |
| $ | — |
|
|
| $ | — |
|
| $ | — |
| $ | — |
|
| $ | — |
| $ |
|
|
William J. Link1 |
|
| 43,336 |
|
|
|
|
|
|
|
|
|
|
| — |
|
| — |
|
|
| — |
|
| 43,336 |
|
Aaron Mendelsohn |
|
| 43.008 |
|
| — |
|
|
|
| — |
|
|
| — |
|
| — |
|
|
| — |
|
| 43,008 |
|
Matthew Pfeffer2 |
|
| 44,053 |
|
| — |
|
|
|
| — |
|
|
| — |
|
| — |
|
|
| — |
|
| 44,053 |
|
Jonathan Will McGuire3 |
|
| 26,629 |
|
| — |
|
|
|
| — |
|
|
| — |
|
| — |
|
|
| — |
|
| 26,629 |
|
1. | Mr. Link resigned as a member of the Board effective May 31, 2021. |
2. | Mr. Pfeffer also served as our Acting Chief Executive Officer from March 27, 2020 until March 26, 2021 and has remained an incumbent director throughout this period. |
3. | Mr. McGuire resigned as our chief executive officer effective March 26, 2020 and has continued as an incumbent director of the Company. |
The Audit Committee of the Board of Directors (the "Audit Committee") has furnished this report concerning the independent audit of the Company's consolidated financial statements. Each member of the Audit Committee meets the enhanced independence standards established by the Sarbanes-Oxley Act of 2002 and rulemaking of the Securities and Exchange Commission (the "SEC") and the NASDAQ Stock Market regulations. A copy of the Audit Committee Charter is available on the Company's website at http://www.secondsight.com.
The Audit Committee's responsibilities include assisting the Board of Directors regarding the oversight of the integrity of the Company's consolidated financial statements, the Company's compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications and independence, and the performance of the independent registered public accounting firm.
In fulfilling its responsibilities, the Audit Committee of the Board has:
reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2020 with management and with the Company’s independent registered public accounting firm, Gumbiner Savett Inc.;
discussed with the Company’s independent auditors the matters required to be discussed by Statement on Auditing Standards No. 1301,“Communications with Audit Committees”, as adopted by the Public Company Accounting Oversight Board (“PCAOB”); and
received and reviewed the written disclosures and letter from the independent auditors required by the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence and has discussed with Gumbiner Savett Inc. matters relating to its independence from the Company and its management.
In addition the Audit Committee has regularly met separately with management and with Gumbiner Savett Inc.
Based upon the reviews and discussions described above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.