DEF 14A of Butterfly Network, Inc.
Filed Apr 30, 2025 · FY20240001140361-25-016663
Compensation Committee
| • | the amount of bonuses to be paid, if any; and |
Compensation Committee
| • | whether or not stock option, RSU and/or other equity awards should be made. |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION Our compensation committee is primarily responsible for establishing and reviewing our general compensation strategy. For additional information regarding our compensation committee, see the section above captioned “Compensation Committee.”
2024 Summary Compensation Table
2024 Summary Compensation Table The following table shows the total compensation awarded to, earned by, or paid to, during the fiscal years ended December 31, 2024 and 2023 for each of our NEOs.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non- Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Joseph DeVivo, President and Chief Executive Officer | 2024 | 875,000 | — | 3,242,648 | 1,367,000 | 7,641(3) | 5,492,289 | | | 2023 | 588,942 | 1,101,712(4) | 9,117,333 | — | 630(5) | 10,808,618 | | Heather Getz Chief Financial & Operations Officer | 2024 | 600,000 | — | 1,482,352 | 551,000 | 7,810(6) | 2,641,162 | | | 2023 | 535,500 | 374,710(7) | 2,390,400 | — | 7,510(8) | 3,308,120 | | Steven Cashman Chief Business Officer(9) | 2024 | 159,519 | 150,000(10) | 2,216,667 | 161,000 | 280(5) | 2,687,466 |
2024 Summary Compensation Table
| (1) The amounts in this column reflect the aggregate grant date fair value of stock awards granted during 2024 and 2023, respectively, computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“Topic 718”). Such grant date fair values do not take into account any estimated forfeitures. Details as to the assumptions used to calculate the fair value of the stock awards are included in Note 11 “Stock-Based Compensation” to our consolidated audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The grant date fair value of each time-based RSU award is measured based on the closing price of our Class A common stock on the grant date. For performance-based RSU awards granted on September 3, 2024 to Mr. Cashman, the vesting conditions relating to each such awards are considered market conditions and not financial performance conditions. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for Mr. Cashman that could be calculated and disclosed based on achievement of the underlying market condition. The grant date fair value of such performance-based awards with a market condition, measured utilizing a Monte Carlo simulation as of the date of grant, was $1,026,667. The amounts reported in this column do not necessarily correspond to the actual value recognized or that may be recognized by the NEOs. |
2024 Summary Compensation Table
| (2) Reflects amounts that were earned under our annual bonus plan for 2024 and that were determined and paid in 2025. |
2024 Summary Compensation Table
| (3) Amounts reported in this column represent $910 of cell phone reimbursements and $6,731 of 401(k) plan employer match contributions |
2024 Summary Compensation Table
| (4) Reflects (i) a $601,712 cash bonus earned in 2023 and paid in 2024 and (ii) a $500,000 sign-on bonus paid to Mr. DeVivo when he commenced employment with us. |
2024 Summary Compensation Table
| (5) Amount reported consists of cell phone reimbursements. |
2024 Summary Compensation Table
| (6) Amount reported represents $910 of cell phone reimbursements and $6,900 of 401(k) plan employer match contributions. |
2024 Summary Compensation Table
| (7) Reflects (i) a $336,000 cash bonus earned in 2023 and paid in 2024 and (ii) a prorated portion of an additional discretionary bonus paid to Ms. Getz in 2023 in connection with her services to the Office of the Chief Executive Officer in 2022 and 2023, of which $38,710 is attributable to services performed in 2023 and $21,290 is attributable to services performed in 2022. |
2024 Summary Compensation Table
| (8) Amount reported represents $910 of cell phone reimbursements and $6,600 of 401(k) plan employer match contributions. |
2024 Summary Compensation Table
| (9) Mr. Cashman commenced employment with us on September 3, 2024. |
2024 Summary Compensation Table
| (10) Reflects a $150,000 sign-on bonus paid to Mr. Cashman when he commenced employment with us. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2024, including both awards subject to performance conditions and non-performance-based awards, held by each of the NEOs.
Outstanding Equity Awards at 2024 Fiscal Year-End
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Joseph DeVivo, President and Chief Executive Officer | 4/24/2023(3) | — | — | — | — | 800,000 | 2,496,000 | — | — | | | 4/24/2023(4) | — | — | — | — | — | — | 1,066,667 | 3,328,001 | | | 3/6/24(5) | — | — | — | — | 1,930,147 | 6,022,059 | — | — | | | 3/6/24(6) | — | — | — | — | 965,074 | 3,011,031 | — | — | | Heather Getz, Chief Financial & Operations Officer | 5/2/2022(7) | 203,382 | 111,533 | 3.58 | 5/1/2032 | — | — | — | — | | | 5/2/2022(8) | — | — | — | — | 314,245 | 980,444 | — | — | | | 3/1/2023(9) | — | — | — | — | 400,000 | 1,248,000 | — | — | | | 7/13/2023(4) | — | — | — | — | — | — | 133,334 | 416,002 | | | 3/6/24(5) | — | — | — | — | 882,353 | 2,752,941 | — | — | | | 3/6/24(6) | — | — | — | — | 441,176 | 1,376,469 | — | — | | Steven Cashman, Chief Business Officer | 9/3/24(10) | — | — | — | — | 1,000,000 | 3,120,000 | — | — | | | 9/3/24(11) | — | — | — | — | — | — | 333,334 | 1,040,002 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) All option awards generally have a ten-year term from the grant date. Pursuant to our current equity plan and the outstanding option awards, upon separation from the Company, unexercised options expire 3 months after the employee’s departure date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) The market value of the stock awards is based on the closing price of our Class A common stock of $3.12 per share on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) The shares underlying this RSU vested as to 33% of the award on April 24, 2023, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to Mr. DeVivo’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) This RSU award vests based on market conditions and a service condition. 33% of the shares underlying these RSUs vested upon the achievement of a price for the Class A common stock equal to or exceeding $3.00 per share, 33% shall vest upon the achievement of a price for the Company’s Class A common stock equal to or exceeding $4.50 per share, and 33% shall vest upon the achievement of a price for the Company’s Class A common stock equal to or exceeding $6.00 per share. In each case, the closing stock price for 20 consecutive trading days must equal or exceed the share price targets, and provided such share price is achieved prior to the fifth anniversary following the grant date. The executive officer must continue to have a service relationship with the Company on the applicable vesting dates to vest in any portion of their RSU award. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 2025 Proxy Statement | 28 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) The shares underlying this RSU vested as to 33% of the award on March 1, 2025, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to the executive’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) The shares underlying this RSU vested as to 50% of the award on March 1, 2025, with the remainder of the award vesting on March 1, 2026, subject to the executive’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) The shares underlying this option vested as to 25% of the award on May 2, 2023, with the remainder of the award vesting in 36 equal monthly installments thereafter, subject to Ms. Getz’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (8) The shares underlying this RSU vested as to 25% of the award on May 2, 2023, with the remainder of the award vesting in 3 equal annual installments thereafter, subject to Ms. Getz’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (9) The shares underlying this RSU vested as to 33% of the award on March 1, 2024, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to Ms. Getz’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (10) The shares underlying this RSU vest as to 33% of the award on September 3, 2025, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to Mr. Cashman’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (11) The shares underlying this RSU vest based on market conditions and a service condition. 33% of the shares underlying these RSUs vested upon the achievement of a price for the Class A common stock equal to or exceeding $2.00 per share, 33% vested upon the achievement of a price for the Company’s Class A common stock equal to or exceeding $3.00 per share, and 33% shall vest upon the achievement of a price for the Company’s Class A common stock equal to or exceeding $4.00 per share. In each case, the closing stock price for 20 consecutive trading days must equal or exceed the share price targets, and provided such share price is achieved prior to the fifth anniversary following the grant date. Mr. Cashman must continue to have a service relationship with the Company on the applicable vesting dates to vest in any portion of his RSU award. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plans.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) and certain financial performance measures. The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table, the compensation actually paid (“CAP”) to our first PEO (Joseph DeVivo, Chief Executive Officer from 4/24/2023 to the present), our second PEO (Jonathan Rothberg, Interim Chief Executive Officer from 12/31/2022 to 4/24/2023), third PEO (Todd Fruchterman, Chief Executive Officer from 2/1/2021 to 12/30/2022), and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our total shareholder return (“TSR”) and our net income.
Pay Versus Performance
| Fiscal Year (a)(1) | SCT Total For PEO1 (b)(2) | CAP For PEO1 (c)(3) | SCT Total For PEO2 (b)(2) | CAP For PEO2 (c)(3) | SCT Total For PEO3 (b)(2) | CAP For PEO3 (c)(3) | Average SCT Total for non-PEO NEOs (d)(4) | Average CAP For non-PEO NEOs (e)(3) | Value of Initial Fixed $100 Investment Based on TSR (f)(5) | Net Income ($M) (h)(6) | | 2024 | $5,492,289 | $16,274,997 | — | — | — | — | $2,664,314 | $7,129,198 | $46.64 | ($72.5) | | 2023 | $10,808,618 | $6,531,285 | $217,351 | $127,089 | — | — | $2,779,468 | $1,254,662 | $16.14 | ($133.7) | | 2022 | — | — | $217,498 | ($1,412,374) | $6,640,611 | ($2,988,104) | $3,340,627 | $2,187,065 | $36.77 | ($168.7) |
Pay Versus Performance
| (1) For 2024, Mr. DeVivo (“PEO1”) served as our only CEO and Ms. Getz and Mr. Cashman as our Other Non-PEO NEO’s. For 2023, Mr. DeVivo and Dr. Rothberg (“PEO2”) each served as our PEO during part of the year, and Ms. Getz and Mr. Stoica as our Other Non-PEO NEOs. For 2022, Dr. Rothberg and Dr. Fruchterman (“PEO3”) each served as our PEO during part of the year, and Ms. Getz and Mr. Stoica as our Other Non-PEO NEOs. |
Pay Versus Performance
| (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEOs for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (3) The dollar amounts reported in columns (c) and (e) represent the amount of CAP as computed in accordance with SEC rules. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. The following table details these adjustments: |
Pay Versus Performance
| Fiscal Year | Executives | SCT (a) | Grant Date Value of New Awards (b) | Year End Value of New Awards (i) | Change in Value of Prior Awards (ii) | Change in Value of Prior Awards Vested (iii) | Value of New Awards Vested (iv) | Changes in Value of Canceled Awards (v) | TOTAL Equity CAP (c)=(i)+(ii) +(iii)+ (iv)+(v) | CAP (d)=(a)- (b)+(c) | | 2024 | PEO1 | $5,492,289 | ($3,242,648) | $9,033,090 | $3,861,334 | $1,130,932 | — | — | $14,025,356 | $16,274,997 | | | Non-PEO NEOs | $2,664,314 | ($1,849,510) | $4,121,373 | $952,100 | $105,922 | $1,134,999 | — | $6,314,393 | $7,129,198 | | 2023 | PEO1 | $10,808,618 | ($9,117,333) | $2,912,000 | — | — | $1,928,000 | — | $4,840,000 | $6,531,285 | | | PEO2 | $217,351 | ($149,999) | $71,052 | ($6,054) | ($5,262) | — | — | $59,737 | $127,089 | | | PEO3 | — | — | — | — | — | — | — | — | — | | | Non-PEO NEOs | $2,779,468 | ($1,968,000) | $797,917 | ($523,556) | ($104,291) | $273,125 | — | $443,194 | $1,254,662 | | 2022 | PEO1 | — | — | — | — | — | — | — | — | — | | | PEO2 | $217,498 | ($149,998) | $118,648 | ($37,106) | ($1,561,416) | — | — | ($1,479,874) | ($1,412,374) | | | PEO3 | $6,640,611 | ($3,645,155) | — | — | ($4,873,998) | — | ($1,109,562) | ($5,983,560) | ($2,988,104) | | | Non-PEO NEOs | $3,340,627 | ($2,356,798) | $1,446,322 | ($189,039) | ($54,046) | — | — | $1,203,236 | $2,187,065 |
Pay Versus Performance
| (a) The dollar amounts reported in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (c) The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following: |
Pay Versus Performance
| (i) The year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the applicable year. |
Pay Versus Performance
| (ii) The amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. |
Pay Versus Performance
| (iii) | For awards granted in prior years that vest in the applicable year, the change in the fair value as of the vesting date from the end of the prior fiscal year. |
Pay Versus Performance
| (iv) For awards granted in the applicable year that vest in the applicable year, the fair value as of the vesting date. |
Pay Versus Performance
| (v) For awards that fail to meet the applicable vesting conditions in the applicable year, the fair value of awards at the end of the prior fiscal year. |
Pay Versus Performance
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant.
Pay Versus Performance
| 2025 Proxy Statement | 32 |
Pay Versus Performance
| (4) The dollar amounts reported in column (d) are the average amounts of total compensation reported for the other Non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (5) TSR determined in column (f) is based on the value of an initial fixed investment of $100 in our Class A common stock on December 31, 2021. |
Pay Versus Performance
| (6) The amounts in this column reflect net income as reported in the company’s Consolidated Statements of Operations and Comprehensive Loss in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
Director Compensation
Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2024 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our board of directors. For information regarding Mr. DeVivo’s 2024 compensation, see the “Summary Compensation Table” above.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards(2) ($) | All Other Compensation ($) | Total ($) | | Dawn Carfora | 75,000 | 149,999 | — | — | 224,999 | | Elazer Edelman, M.D., Ph.D. | 68,597(3) | 149,999 | — | — | 218,596 | | S. Louise Phanstiel | 77,500 | 149,999 | — | — | 227,499 | | Larry Robbins | 72,500 | 149,999 | — | — | 222,499 | | Jonathan M. Rothberg, Ph.D. | 58,903(4) | 149,999 | — | — | 208,902 | | Erica Schwartz, M.D., J.D., M.P.H. | 67,500 | 149,999 | — | — | 217,499 |
Director Compensation
| (1) These amounts represent the aggregate grant date fair value of stock awards granted to each director in 2024 computed in accordance with Topic 718. Such grant date fair values do not take into account any estimated forfeitures. Details as to the assumptions used to calculate the fair value of the stock awards are included in Note 11 “Stock-Based Compensation” to our consolidated audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the directors. |
Director Compensation
| (2) The following table shows outstanding and unexercised options and unvested RSUs for each non-employee director as of December 31, 2024. All of the outstanding and unexercised options shown below are fully vested. |
Director Compensation
| Name | Total Options Outstanding | Unvested RSUs | | Dawn Carfora | 21,645 | 157,894 | | Elazer Edelman, M.D., Ph.D. | 21,645 | 157,894 | | S. Louise Phanstiel | 21,645 | 157,894 | | Larry Robbins | 21,645 | 157,894 | | Jonathan M. Rothberg, Ph.D. | 21,645 | 157,894 | | Erica Schwartz, M.D., J.D., M.P.H. | — | 157,894 |
Director Compensation
| (3) Dr. Edelman’s fees are partially prorated as a result of his appointment to the nominating and corporate governance committee in April 2024. |
Director Compensation
| (4) Dr. Rothberg’s fees are partially prorated as a result of his resignation from the nominating and corporate governance committee in April 2024. |
Director Compensation
The following table shows the grant date fair value calculated in accordance with Topic 718 for equity awards granted to each non-employee director during the fiscal year ended December 31, 2024.
Director Compensation
| Name | RSUs Granted (#) | Options Granted (#) | Grant Date | Grant Date Fair Value ($) | | Dawn Carfora | 157,894 | — | 6/10/2024 | 149,999 | | Elazer Edelman, M.D., Ph.D. | 157,894 | — | 6/10/2024 | 149,999 | | S. Louise Phanstiel | 157,894 | — | 6/10/2024 | 149,999 | | Larry Robbins | 157,894 | — | 6/10/2024 | 149,999 | | Jonathan M. Rothberg, Ph.D. | 157,894 | — | 6/10/2024 | 149,999 | | Erica Schwartz, M.D., J.D., M.P.H. | 157,894 | — | 6/10/2024 | 149,999 |
Director Compensation
| 2025 Proxy Statement | 34 |
Director Compensation Policy
Director Compensation Policy Pursuant to our non-employee director compensation policy, the annual retainer for non-employee directors is $50,000. Annual retainers for committee membership and other roles are as follows:
Director Compensation Policy
| Position | Retainer | | Audit committee chairperson | $20,000 | | Audit committee member | $10,000 | | Compensation committee chairperson | $15,000 | | Compensation committee member | $7,500 | | Nominating and corporate governance committee chairperson | $10,000 | | Nominating and corporate governance committee member | $5,000 | | Technology committee chairperson | $15,000 | | Technology committee member | $7,500 | | Lead independent director(1) | $40,000 |
Director Compensation Policy
| (1) Effective April 2025. |
Director Compensation Policy
These fees are payable in arrears in quarterly installments as soon as practicable following the last business day of each fiscal quarter, provided that the amount of such payment will be prorated for any portion of such quarter that a director is not serving on our board of directors, on such committee or in such position. Non-employee directors are also reimbursed for reasonable out-of-pocket business expenses incurred in connection with attending meetings of the board of directors and any committee of the board on which they serve and in connection with other business related to the board of directors. Directors may also be reimbursed for reasonable out-of-pocket business expenses in accordance with our travel and other expense policies, as may be in effect from time to time. In addition, we grant to new non-employee directors upon their initial election to our board of directors a number of RSUs, (each RSU relating to one share of our Class A common stock), having an aggregate fair market value equal to $300,000, determined by dividing (A) $300,000 by (B) the closing price of our Class A common stock on the NYSE on the date of the grant (rounded down to the nearest whole share), on the first business day after the date that the non-employee director is first appointed or elected to the board of directors. Each of these grants shall vest in equal annual installments over three years from the date of the grant, subject to the non-employee director’s continued service as a director on the applicable vesting dates. Further, in connection with each of our annual meetings of stockholders, each non-employee director automatically receives an option to purchase shares of our Class A common stock or RSUs having an aggregate grant date fair value of $185,000 (increased from $150,000 effective April 2025), valued according to Topic 718 (rounded down to the nearest whole share), each year on the first business day after our annual meeting of stockholders (or the first business day of the third fiscal quarter of such year if there has been no annual meeting of stockholders held by such date). Options have a term of 10 years from the grant date of the award. The award vests at the end of the period beginning on the date of each regular annual meeting of stockholders (or the first business day of the third fiscal quarter, as applicable) and ending on the date of the next regular annual meeting of stockholders, subject to the non-employee director’s continued service as a director through the applicable vesting dates.
Proposal 1: Election of Directors
Proposal 1: Election of Directors On April 7, 2025, our board of directors nominated Joseph DeVivo, Jonathan M. Rothberg, Ph.D., Larry Robbins, Dawn Carfora, Elazer Edelman, M.D., Ph.D., S. Louise Phanstiel, and Erica Schwartz, M.D., J.D., M.P.H. for election at the annual meeting. If they are elected, they will serve on our board of directors until the 2026 annual meeting of stockholders and until their respective successors have been elected and qualified. Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Joseph DeVivo, Jonathan M. Rothberg, Ph.D., Larry Robbins, Dawn Carfora, Elazer Edelman, M.D., Ph.D., S. Louise Phanstiel, and Erica Schwartz, M.D., J.D., M.P.H. as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our board of directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.