DEF: VivoSim Labs Sets 2025 Annual Meeting, Proposes Director Elections & Executive Pay Votes

VivoSim Labs, Inc. announced its 2025 Annual Meeting of Stockholders to be held virtually on December 16, 2025, where key proposals include director elections, auditor ratification, and advisory votes on executive compensation.

Summary

• The 2025 Annual Meeting of Stockholders for VivoSim Labs, Inc. will be held virtually on Tuesday, December 16, 2025, at 9:00 a.m. Pacific Daylight Time.
• Stockholders will vote on the election of Douglas Jay Cohen and David Gobel as Class II directors, each to serve until the 2028 Annual Meeting.
• Stockholders will also vote to ratify the appointment of Rosenberg Rich Baker Berman P.A. as the independent registered public accounting firm for the fiscal year ending March 31, 2026.
• Advisory votes will be held on the compensation of named executive officers and the frequency of future advisory votes on executive compensation (Board recommends 'ONE YEAR').
• As of the Record Date, October 17, 2025, there were 2,607,962 issued and outstanding shares of common stock.
• The company reported a net loss of $2.488 million for Fiscal 2025, a significant improvement from $14.671 million in Fiscal 2024 and $17.259 million in Fiscal 2023.
• Audit fees for Fiscal 2025 were $260,000, up from $175,000 in Fiscal 2024.
• Total compensation for Executive Chairman Keith Murphy was $1,165,657 in Fiscal 2025, compared to $681,136 in Fiscal 2024.
• Norman Staskey was appointed Chief Financial Officer on December 30, 2024, and Tony Lialin joined as Chief Commercial Officer in August 2025.
• Thomas Hess, former Chief Financial Officer, resigned on December 24, 2024, and director Vaidehi Joshi resigned on March 21, 2025.

Sentiment

Score: 6

Explanation: The company shows positive momentum with a significant reduction in net loss and robust corporate governance. However, its pre-commercial stage, reliance on consulting firms for executive compensation, and the failure to close a specified financing by a deadline introduce elements of uncertainty and risk, preventing a higher score.

Positives

• Net loss significantly decreased to $2.488 million in Fiscal 2025 from $14.671 million in Fiscal 2024, indicating improved financial performance.
• The company maintains high standards of corporate governance, including a Board with four out of five independent directors and a Lead Independent Director.
• The Compensation Committee is comprised of independent directors and retains an independent compensation consultant, Anderson Pay Advisors LLC.
• Strong compensation governance practices are in place, such as annual advisory votes on executive compensation, performance-based incentives, compensation risk assessment, and prohibitions on hedging/pledging company stock.
• All directors attended 75% or more of Board and committee meetings during Fiscal 2025, demonstrating active engagement.
• Stockholders approved the Fiscal 2024 Say-on-Pay proposal with approximately 92% of votes cast in favor.

Negatives

• Executive Chairman Keith Murphy is not considered an independent director due to his role at Viscient and related party transactions with the company.
• As a pre-commercial stage company, there is no meaningful relationship between net loss and compensation actually paid to named executive officers, which could be a concern for investors seeking direct pay-for-performance alignment.
• The company did not close a planned equity financing by the March 31, 2025 deadline, which would have triggered 'True-Up Options' for the Executive Chairman, potentially indicating challenges in securing capital or strategic partnerships.

Risks

• In an uncontested director election, if a nominee receives more 'withheld' votes than 'for' votes, they must tender their resignation, which the Board may accept or reject, potentially leading to governance uncertainty.
• The company's executive officers are retained through consulting firms, making them ineligible for performance-based cash incentives, which could impact direct alignment with company performance.
• As a pre-commercial stage company, the company faces inherent risks associated with ongoing research and development, potential for continued losses, and the challenges of commercializing products.
• The failure to close a specified equity financing by March 31, 2025, suggests potential difficulties in capital raising or achieving strategic partnership milestones.

Future Outlook

The company plans to continue annual engagement with institutional stockholders to gather feedback on executive compensation programs. The Board recommends an annual advisory vote on executive compensation to ensure timely stockholder input and align with the company's communication policies. As a pre-commercial stage company, the focus remains on ongoing research and development and technology initiatives.

Management Comments

• "We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location, improved communication and cost savings to our stockholders."
• "We seek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serve our stockholders well and maintain our integrity in the marketplace."
• "The Compensation Committee believes that the performance goals established for incentives do not encourage excessive risk-taking or have the potential to encourage behavior that may have a material adverse effect on the Company."
• "As a pre-commercial stage company, we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented."

Industry Context

VivoSim Labs, Inc. operates within the biotechnology and medical research industry, with a strategic focus on technology platforms and 3D bioprinting. Its executive compensation benchmarking peer group consists of companies in this sector, specifically those with technology platforms, drug candidates in Phase II/III, market capitalizations under $100 million, and fewer than 50 employees. This indicates a positioning as an early-to-mid stage research and development company.

Comparison to Industry Standards

• The Compensation Committee benchmarks executive compensation against a peer group of comparable biotechnology and medical research companies, focusing on technology platforms, Phase II/III drug candidates, market capitalization under $100 million, and fewer than 50 employees.
• The company's corporate governance framework, including a majority of independent directors, a Lead Independent Director, and an independent compensation consultant, aligns with or exceeds many industry best practices.
• The adoption of stock ownership guidelines for directors and executive officers, prohibitions on hedging and pledging company stock, and the absence of single-trigger change-in-control vesting or excise tax gross-ups are presented as good compensation governance practices, reflecting alignment with modern industry standards.
• The company utilizes an Objectives and Key Results (OKRs) goal-setting framework for performance-based incentives, a methodology widely adopted by leading technology and biotech firms for defining and tracking measurable goals.

Management Changes

Corporate Governance

Related Party Transactions

• The company has an Intercompany Agreement with Viscient, an entity where Keith Murphy (Executive Chairman and Director) serves as CEO and President. Under this agreement, VivoSim provides 3D bioprinting technology services to Viscient, and Viscient provides certain services to VivoSim.
• For the year ended March 31, 2025, VivoSim incurred approximately $118,000 in R&D consulting expenses from Viscient.
• For the fiscal year ended March 31, 2025, VivoSim provided approximately $3,000 of histology services to Viscient (compared to $14,000 in Fiscal 2024).
• Messrs. Stern, Cohen, and Gobel (through Methuselah Foundation and Methuselah Fund) have invested in Viscient via a convertible promissory note.

Stakeholder Impact

• Shareholders will directly participate in corporate governance by voting on director elections, auditor ratification, and executive compensation, influencing the company's future direction and accountability.
• Employees are subject to the company's insider trading policy and stock ownership guidelines, and their compensation includes equity awards, aligning their interests with company performance.
• Potential customers and partners may be impacted by the company's ongoing research and development and strategic initiatives, with one of the Executive Chairman's performance-based options tied to securing a major strategic partnership.
• Creditors may view the significant reduction in net loss as a positive indicator of improved financial health, potentially impacting the company's creditworthiness and access to capital.

Next Steps

• Hold the 2025 Annual Meeting of Stockholders on December 16, 2025, to vote on director elections, auditor ratification, and executive compensation matters.
• Elect Douglas Jay Cohen and David Gobel as Class II directors.
• Ratify Rosenberg Rich Baker Berman P.A. as the independent registered public accounting firm for the fiscal year ending March 31, 2026.
• Continue annual engagement with institutional stockholders to discuss executive compensation programs and gather feedback.
• File a Current Report on Form 8-K with the SEC to report the final voting results within four business days after the Annual Meeting.
• Continue to pursue research and development and technology initiatives.

Key Dates

Recommendation

The company's substantial reduction in net loss for Fiscal 2025 is a positive development, and its strong corporate governance practices are commendable. However, the company remains in a pre-commercial stage, implying continued reliance on R&D and potential for future losses. The failure to close a specified equity financing by the March 31, 2025 deadline introduces uncertainty regarding future capital. While executive compensation is high, it is structured through consulting agreements and includes performance-based equity. A 'hold' recommendation is appropriate until clearer commercialization milestones are achieved or a more definitive financial trajectory emerges.

Keywords

VivoSim Labs, SEC filing, Proxy Statement, DEF 14A, corporate governance, executive compensation, director election, independent auditor, stockholder meeting, biotechnology, medical research, 3D bioprinting, financial reporting, risk management, stock ownership guidelines