Vivos Therapeutics, Inc. 8-K

What Happened

• Vivos Therapeutics, Inc. announced that its Board appointed Gregg C.E. Johnson as an independent director effective February 4, 2026. Mr. Johnson will also serve on the Board’s Compensation Committee.
• The company will pay Mr. Johnson an annual non-employee director cash fee of $48,000 plus $5,000 for committee membership, and he is eligible for stock option awards under Vivos’s 2024 Equity Incentive Plan.
• Mr. Johnson (age 61) previously served as Vivos’s Secretary (July 2016–July 2020) and as a director (July 2016–March 2018). His background includes a J.D. from Osgoode Hall Law School (1988) and senior roles in corporate compliance and leadership at several private and public companies.

Key Details

• Appointment effective date: February 4, 2026.
• Cash compensation: $48,000 annual fee + $5,000 per committee membership (consistent with company policy).
• Equity: Eligible for stock option awards under the Company’s 2024 Equity Incentive Plan, as amended.
• Independence and conflicts: No family relationships with company directors/executive officers and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Why It Matters

• Board change: The appointment fills a Board seat with an experienced executive who previously served the company and brings legal, compliance, and public-company growth experience—factors the company cited as qualifications.
• Governance and costs: Investors should note the compensation terms (cash + potential equity awards) as routine director costs and governance practice; the filing states there are no related-party conflicts.
• Oversight: Adding an independent director with compliance and capital markets experience may affect Board oversight and corporate governance, particularly as he will sit on the Compensation Committee.