XML 10 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Pay Versus Performance
As required by Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our named executive officers (our “NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in each such previous year, as the valuation methods for this disclosure under Item 402(v) differ from those required in reporting the compensation information in the Summary Compensation Table. For our NEOs other than our principal executive officer (our “PEO”), compensation is reported as an average.
 
                                       
Value of Initial Fixed
$100 Investment Based
On:
          
Company-

Selected

Measure
  
Year (1)
  
Summary
Compensation
Table Total
for PEO
S. Sharma
    
Compensation
Actually Paid
to PEO
S. Sharma (2)
    
Summary
Compensation
Table Total
for PEO
P. Mulligan
    
Compensation
Actually Paid
to PEO
P. Mulligan
    
Average
Summary
Compensation
Table Total for
Non-PEOs
    
Average
Compensation
Actually Paid
to
Non-PEOs

(2)
    
MVIS Total
Stockholder
Return (3)
    
Peer Group
Total
Stockholder
Return (3)
    
Net Loss
(in
millions)
(4)
    
Stock
Price (5)
  
   (a)
  
(b)
    
(c)
    
(b)
    
(c)
    
(d)
    
(e)
    
(f)
    
(g)
    
(h)
    
(i)
  
2022
  
$
8,880,000
    
$
3,202,400
    
$
—
    
$
—
    
$
2,862,575
    
$
1,172,328
    
$
326.39
    
$
124.04
    
$
(53,890
) 
  
$
2.35
  
2021
  
$
4,548,622
    
$
6,102,497
    
$
—
    
$
—
    
$
1,339,349
    
$
1,474,410
    
$
695.83
    
$
154.19
    
$
(43,200
) 
  
$
5.01
  
2020
  
$
241,565
    
$
1,414,065
    
$
69,679
    
$
69,679
    
$
342,741
    
$
1,353,899
    
$
747.22
    
$
122.56
    
$
(13,634
) 
  
$
5.38
  
 
(1)
The PEO and
Non-PEOs
for the applicable years were as follows: in 2022, Mr. Sharma served as PEO and Mr. Verma and Ms. Markham each served as a
Non-PEO
for the entire year; in 2021, Mr. Sharma served as
  PEO for the entire year and Mr. Verma, Ms. Markham, Mr. Holt and Mr. Westgor each served as a
Non-PEO
for a portion of the year; for 2020, Mr. Sharma and Mr. Mulligan each served as PEO for a portion of the year, and Mr. Holt and Mr. Westgor each served as a
Non-PEO
for the entire year.
(2)
The 2022 Summary Compensation Table totals reported for the PEO and the average of the
Non-PEOs
for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation
S-K
to calculate “compensation actually paid”: the summary compensation table totals were decreased for amounts reported under the “Option Awards” and “Stock Awards” columns and increased/decreased for the inclusion of Rule 402(v) equity values, which reflect the aggregate of the following components, as applicable (i) the fair value as of the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; and (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less the fair value at the end of the prior year of awards granted prior to the listed fiscal year that failed to meet applicable vesting conditions during the listed fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
 
Description of Adjustment
   
2022
    
2021
    
2020
  
Summary Compensation Table Total Compensation for PEO S. Sharma
    $ 8,880,000     $ 4,548,622     $ 241,565  
Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year
    $ (8,571,000 )    $ (4,245,000 )    $ —  
Add/subtract for the inclusion of Rule 402(v) Equity Values
    $ 2,893,400     $ 5,798,875     $ 1,172,500  
    
 
 
    
 
 
    
 
 
  
Compensation Actually Paid to PEO S. Sharma

    $ 3,202,400     $ 6,102,497     $ 1,414,065  
Summary Compensation Table Total Compensation for
Non-PEOs
    $ 2,862,575     $ 1,339,349     $ 342,741  
Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year
    $ (2,472,000 )    $ (1,097,114 )    $ —  
Add/subtract for the inclusion of Rule 402(v) Equity Values
    $ 781,753     $ 1,232,175     $ 1,011,158  
    
 
 
    
 
 
    
 
 
  
Compensation Actually Paid to
Non-PEOs
    $ 1,172,328     $ 1,474,410     $ 1,353,899  
 
(3)
An investment of $100 is assumed to have been made in our common stock as of December 31, 2020. Total Shareholder Return was calculated by multiplying the initial investment of $100 by the quotient of the closing price of our common stock on December 31, 2020, 2021, and 2022, divided by the closing price on December 31, 2020. We have selected the Dow Jones U.S. Electronic & Electrical Equipment Index (DJUSEE) as our peer group. An investment of $100 is assumed to have been made in the DJUSEE as of December 31, 2020. Peer Group Total Shareholder Return was calculated by multiplying the initial investment of $100 by the quotient of the closing price of our common stock on December 31, 2020, 2021 and 2022 divided by the closing price as on December 31, 2020.
(4)
The dollar amounts reported represent the amount of the net loss reflected in our audited financial statements of the applicable fiscal year.
(5)
The stock prices reported here are the closing prices on the last trading day of the relevant fiscal year. Stock price was chosen from the following three most important financial performance measures used to link compensation actually paid to our PEO and other NEOs in 2022 to company performance:
Performance Metrics
 
Stock Price Targets    Serve as performance objectives in our performance-equity-based PRSU program for executives
Revenue    A factor in assessing market progress and critical to the company’s long-term sustainability
Adjusted EBITDA    A key non-GAAP measure used by our Board and management to evaluate company performance
While we are required to disclose our net loss for each covered fiscal year, this is not a metric used in our compensation programs at this time.
   
Company Selected Measure Name Stock price    
Named Executive Officers, Footnote [Text Block]
(1)
The PEO and
Non-PEOs
for the applicable years were as follows: in 2022, Mr. Sharma served as PEO and Mr. Verma and Ms. Markham each served as a
Non-PEO
for the entire year; in 2021, Mr. Sharma served as
  PEO for the entire year and Mr. Verma, Ms. Markham, Mr. Holt and Mr. Westgor each served as a
Non-PEO
for a portion of the year; for 2020, Mr. Sharma and Mr. Mulligan each served as PEO for a portion of the year, and Mr. Holt and Mr. Westgor each served as a
Non-PEO
for the entire year.
   
Peer Group Issuers, Footnote [Text Block] We have selected the Dow Jones U.S. Electronic & Electrical Equipment Index (DJUSEE) as our peer group.    
Adjustment To PEO Compensation, Footnote [Text Block] The 2022 Summary Compensation Table totals reported for the PEO and the average of the
Non-PEOs
for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation
S-K
to calculate “compensation actually paid”: the summary compensation table totals were decreased for amounts reported under the “Option Awards” and “Stock Awards” columns and increased/decreased for the inclusion of Rule 402(v) equity values, which reflect the aggregate of the following components, as applicable (i) the fair value as of the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; and (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less the fair value at the end of the prior year of awards granted prior to the listed fiscal year that failed to meet applicable vesting conditions during the listed fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
 
Description of Adjustment
   
2022
    
2021
    
2020
  
Summary Compensation Table Total Compensation for PEO S. Sharma
    $ 8,880,000     $ 4,548,622     $ 241,565  
Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year
    $ (8,571,000 )    $ (4,245,000 )    $ —  
Add/subtract for the inclusion of Rule 402(v) Equity Values
    $ 2,893,400     $ 5,798,875     $ 1,172,500  
    
 
 
    
 
 
    
 
 
  
Compensation Actually Paid to PEO S. Sharma

    $ 3,202,400     $ 6,102,497     $ 1,414,065  
Summary Compensation Table Total Compensation for
Non-PEOs
    $ 2,862,575     $ 1,339,349     $ 342,741  
Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year
    $ (2,472,000 )    $ (1,097,114 )    $ —  
Add/subtract for the inclusion of Rule 402(v) Equity Values
    $ 781,753     $ 1,232,175     $ 1,011,158  
    
 
 
    
 
 
    
 
 
  
Compensation Actually Paid to
Non-PEOs
    $ 1,172,328     $ 1,474,410     $ 1,353,899  
 
    
Non-PEO NEO Average Total Compensation Amount $ 2,862,575 $ 1,339,349 $ 342,741
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,172,328 1,474,410 1,353,899
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] The 2022 Summary Compensation Table totals reported for the PEO and the average of the
Non-PEOs
for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation
S-K
to calculate “compensation actually paid”: the summary compensation table totals were decreased for amounts reported under the “Option Awards” and “Stock Awards” columns and increased/decreased for the inclusion of Rule 402(v) equity values, which reflect the aggregate of the following components, as applicable (i) the fair value as of the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; and (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less the fair value at the end of the prior year of awards granted prior to the listed fiscal year that failed to meet applicable vesting conditions during the listed fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
 
Description of Adjustment
   
2022
    
2021
    
2020
  
Summary Compensation Table Total Compensation for PEO S. Sharma
    $ 8,880,000     $ 4,548,622     $ 241,565  
Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year
    $ (8,571,000 )    $ (4,245,000 )    $ —  
Add/subtract for the inclusion of Rule 402(v) Equity Values
    $ 2,893,400     $ 5,798,875     $ 1,172,500  
    
 
 
    
 
 
    
 
 
  
Compensation Actually Paid to PEO S. Sharma

    $ 3,202,400     $ 6,102,497     $ 1,414,065  
Summary Compensation Table Total Compensation for
Non-PEOs
    $ 2,862,575     $ 1,339,349     $ 342,741  
Subtract grant date fair value of option awards and stock awards granted in the applicable fiscal year
    $ (2,472,000 )    $ (1,097,114 )    $ —  
Add/subtract for the inclusion of Rule 402(v) Equity Values
    $ 781,753     $ 1,232,175     $ 1,011,158  
    
 
 
    
 
 
    
 
 
  
Compensation Actually Paid to
Non-PEOs
    $ 1,172,328     $ 1,474,410     $ 1,353,899  
 
    
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Compensation Actually Paid and Performance Measures
. The following table reflects the relationship between our PEO and average
non-PEO
compensation “actually paid” versus the performance measures in the pay versus performance table from 2020 to 2022:
 
Period
   
Compensation
Actually Paid
to PEO
    
Compensation
Actually Paid
to Non-PEOs
    
MicroVision’s
TSR
    
Peer Group
TSR
    
MicroVision
Net Loss
  
2021 to 2022
   
i
 48 %   
i
 20 %   
i
 53 %   
i
 20 %   
h
 25 % 
2020 to 2021
   
h
 311 %   
h
 9 %   
i
 7 %   
h
 26 %   
h
 217 % 
    
Tabular List [Table Text Block]
Performance Metrics
 
Stock Price Targets    Serve as performance objectives in our performance-equity-based PRSU program for executives
Revenue    A factor in assessing market progress and critical to the company’s long-term sustainability
Adjusted EBITDA    A key non-GAAP measure used by our Board and management to evaluate company performance
While we are required to disclose our net loss for each covered fiscal year, this is not a metric used in our compensation programs at this time.
   
Total Shareholder Return Amount $ 326.39 695.83 747.22
Peer Group Total Shareholder Return Amount 124.04 154.19 122.56
Net Income (Loss) $ (53,890,000,000) $ (43,200,000,000) $ (13,634,000,000)
Company Selected Measure Amount 2.35 5.01 5.38
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Stock Price Targets    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Revenue    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EBITDA    
Mr. Sharma [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount $ 8,880,000 $ 4,548,622 $ 241,565
PEO Actually Paid Compensation Amount $ 3,202,400 6,102,497 1,414,065
PEO Name Mr. Sharma    
Mr. Mulligan [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount $ 0 0 69,679
PEO Actually Paid Compensation Amount 0 0 $ 69,679
PEO Name     Mr. Mulligan
PEO [Member] | Mr. Sharma [Member] | Grant Date Fair Value of Option Awards and Stock Awards Granted in the Applicable Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (8,571,000) (4,245,000) $ 0
PEO [Member] | Mr. Sharma [Member] | Rule 402(v) Equity Values [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,893,400 5,798,875 1,172,500
Non-PEO NEO [Member] | Grant Date Fair Value of Option Awards and Stock Awards Granted in the Applicable Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,472,000) (1,097,114) 0
Non-PEO NEO [Member] | Rule 402(v) Equity Values [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 781,753 $ 1,232,175 $ 1,011,158