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Envoy Medical (NASDAQ: COCH) ties major CEO RSU grant to FDA approval

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Envoy Medical updated its CEO compensation package. The board’s compensation committee approved a new base salary of $420,000 per year for Chief Executive Officer Brent Lucas, plus eligibility for a $105,000 target cash bonus tied to strategic goals for 2026 and 2027.

Lucas also received 1,000,000 stock options exercisable at $0.634 per share that vest over four years, and 1,000,000 restricted stock units. The RSUs will vest only if the FDA issues an approval, including conditional approval, for Envoy’s Acclaim cochlear implant during the period from June 19, 2026 to June 18, 2030.

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Insights

Envoy ties significant CEO equity to FDA approval of its Acclaim implant.

The compensation changes increase fixed and variable pay for CEO Brent Lucas while adding large equity incentives. The four-year option vesting aligns him with longer-term share performance, using a strike price of $0.634 per share, the recent closing price.

The 1,000,000 RSUs vest only upon FDA approval of the Acclaim cochlear implant between June 19, 2026 and June 18, 2030. This directly links a substantial equity award to a key regulatory milestone, concentrating his upside on successfully advancing this product.

Overall, the package emphasizes both sustained tenure through option vesting and a specific product approval trigger for RSUs. Actual impact for shareholders will depend on regulatory outcomes and future performance against the strategic goals that drive his targeted cash bonus.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO base salary $420,000 per year Updated compensation for CEO Brent Lucas
Target cash bonus $105,000 Bonus tied to 2026–2027 strategic goals
Stock options granted 1,000,000 options New CEO equity award
Option exercise price $0.634 per share Exercise price equal to most recent closing price
Option vesting period 4 years Vesting schedule for CEO stock options
RSUs granted 1,000,000 RSUs CEO award contingent on FDA approval
RSU performance window start June 19, 2026 Beginning of period for potential Acclaim approval
RSU performance window end June 18, 2030 End of period for potential Acclaim approval
restricted stock units financial
"The Committee also approved the issuance to Mr. Lucas of 1,000,000 stock options and 1,000,000 restricted stock units (“RSUs”)."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
stock options financial
"The stock options are exercisable at $0.634 per share ... and will vest over a period of four years"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
Acclaim cochlear implant technical
"approval ... for the Company’s Acclaim cochlear implant, provided that such announcement occurs during the performance period"
Equity Incentive Plan financial
"under the Envoy Medical, Inc. Amended & Restated Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors or Principal Officers"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What changes did Envoy Medical (COCH) make to its CEO’s base salary?
Envoy Medical increased CEO Brent Lucas’s base salary to $420,000 per year. This higher fixed pay level is part of a broader compensation update that also includes a performance-based bonus and significant new equity awards designed to align his interests with long-term company outcomes.

What bonus opportunity will Envoy Medical (COCH) CEO Brent Lucas have?
Brent Lucas will be eligible for a target cash bonus of $105,000. The actual bonus will depend on achieving specified strategic performance goals intended to be met during calendar years 2026 and 2027, linking a portion of his cash compensation to execution on company objectives.

How many stock options did Envoy Medical (COCH) grant to its CEO and at what price?
Envoy Medical granted CEO Brent Lucas 1,000,000 stock options with an exercise price of $0.634 per share. These options vest over four years under the company’s standard terms, encouraging longer-term service and aligning potential gains with future share price performance.

What are the terms of the 1,000,000 RSUs granted to Envoy Medical (COCH) CEO Brent Lucas?
Brent Lucas received 1,000,000 restricted stock units that vest only if the FDA grants approval, including conditional approval, for the Acclaim cochlear implant. This vesting must occur between June 19, 2026 and June 18, 2030, tying the award directly to this regulatory milestone.

How is FDA approval of the Acclaim cochlear implant linked to Envoy Medical (COCH) CEO compensation?
FDA approval is the sole vesting trigger for the CEO’s 1,000,000 RSUs. Those units vest on the date of the official FDA notification granting approval, including approval with conditions, provided that approval occurs during the specified performance period from June 19, 2026 to June 18, 2030.

Which plan governs the new RSU award for Envoy Medical (COCH) CEO Brent Lucas?
The new RSUs were granted under Envoy Medical’s Amended & Restated Equity Incentive Plan. They use the company’s form of Restricted Stock Unit Award Grant Notice and Award Agreement, which is referenced as Exhibit 10.1, providing the detailed legal terms for the CEO’s RSU award.

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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 19, 2026

 

 

 

ENVOY MEDICAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40133   86-1369123

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

4875 White Bear Parkway
White Bear Lake, MN		   55110
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (877) 900-3277

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share   COCH   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   COCHW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

On June 19, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Envoy Medical, Inc. (the “Company”), approved certain changes to the compensation of the Company’s Chief Executive Officer, Brent Lucas. Mr. Lucas will receive an updated base salary of $420,000 per year and will be eligible for a cash bonus targeted at $105,000, which will be determined based on the achievement of certain strategic performance goals intended to be achieved during calendar years 2026 and 2027.

 

The Committee also approved the issuance to Mr. Lucas of 1,000,000 stock options and 1,000,000 restricted stock units (“RSUs”). The stock options are exercisable at $0.634 per share (the most recent closing price of the Company’s Class A Common Stock prior to the grant date), will vest over a period of four years, and will have the Company’s other standard terms. The RSUs were issued on the form of Restricted Stock Unit Award Grant Notice and Award Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference, and will vest as of the date of the official notification by the U.S. Food and Drug Administration (FDA) that it has granted approval (including approval with conditions) for the Company’s Acclaim cochlear implant, provided that such announcement occurs during the performance period beginning June 19, 2026 and ending on June 18, 2030.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

   Description
10.1   Form of RSU Award Grant Notice and Award Agreement under the Envoy Medical, Inc. Amended & Restated Equity Incentive Plan
104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 ENVOY MEDICAL, INC.
   
June 25, 2026 By: /s/ Brent T. Lucas
    Brent T. Lucas
    Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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