Mohamed Elshenawy
About Mohamed Elshenawy
Mohamed Elshenawy is a technology executive and independent director with deep AI, robotics, and autonomous systems experience. He serves as a Class II Director of Kodiak AI, Inc., having first joined the Legacy Kodiak board in July 2025; he is 51 years old . His background includes President & CTO and Executive VP roles at Cruise, senior engineering leadership at Amazon, and currently CTO of Hims & Hers Health, Inc., a telehealth company; he holds dual B.S. degrees in Computer and Electrical Engineering (Ain Shams University) and an MBA from Texas A&M University—Commerce, with more than 10 patents in AI and robotics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cruise LLC | President & Chief Technology Officer | Nov 2023 – Apr 2025 | Led technology and operations in autonomous vehicles; senior leadership accountability |
| Cruise LLC | Executive Vice President | Feb 2022 – Dec 2023 | Executive oversight of engineering and scaling programs |
| Cruise LLC | SVP Engineering | Dec 2019 – Feb 2022 | Built and led engineering orgs for self-driving stack |
| Amazon.com, Inc. | Senior engineering leadership roles | Prior to Dec 2019 | Cloud-scale systems and product engineering leadership (roles not specifically enumerated) |
| Legacy Kodiak | Director | Jul 2025 – Business Combination | Pre-combination governance and board build-out |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hims & Hers Health, Inc. (telehealth) | Chief Technology Officer | Since May 2025 | Scaled digital health platforms; AI-enabled patient experience |
Board Governance
- Committee assignments:
- Compensation Committee member; the Board has determined all committee members are non‑employee directors and meet Nasdaq independence requirements; chair is Scott Tobin .
- Nominating & Corporate Governance Committee member; committee members meet Nasdaq independence requirements; chair is Kristin Sverchek .
- Audit Committee: not listed as a member .
- Independence: Affirmed via committee independence determinations under Nasdaq rules .
- Attendance and executive sessions: Not disclosed in available filings.
Fixed Compensation
| Component | Amount/Terms | Period |
|---|---|---|
| Cash fees (annual retainer, meeting, committee) | None; prior to Business Combination there was no formal non‑employee director cash program; no director compensation paid for FY2024 | FY2024 |
| Expense reimbursement | Reasonable out‑of‑pocket reimbursements for board and committee service | Ongoing |
Performance Compensation
| Award Type | Grant Date | Quantity | Grant‑Date Fair Value | Vesting/Notes |
|---|---|---|---|---|
| Stock options (Legacy Kodiak Common Stock) | 2025 (initial appointment) | 276,414 options | $1,625,314 (Elshenawy) | Options granted in connection with initial board appointment in 2025; program had no cash fees pre‑combination |
- Performance metrics tied to compensation (EBITDA, TSR, ESG): Not disclosed.
- Clawback framework: Compensation Committee oversees adoption/amendment of any clawback policy (company‑wide governance) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Note |
|---|---|---|
| Hims & Hers Health, Inc. | CTO | External operating role in telehealth; no related‑party transactions disclosed with Kodiak/AACT |
| Ares Acquisition Sponsor (AACT Sponsor) holding in Kodiak | N/A | AACT Sponsor and affiliate investors collectively hold 15.5% of Kodiak Common Stock post‑combination, indicating sponsor influence in the combined entity’s governance ecosystem |
Expertise & Qualifications
- Technical: AI/ML, robotics, autonomous vehicles; more than 10 patents .
- Leadership: CTO/President roles at Cruise; CTO at Hims; senior Amazon engineering leadership .
- Education: Dual B.S. in Computer Engineering and Electrical Engineering (Ain Shams University); MBA (Texas A&M University—Commerce) .
- Board orientation: Technology and innovation expertise explicitly cited by company as qualification for board service .
Equity Ownership
| Holder | Shares Beneficially Owned (Common) | % Common | Notes |
|---|---|---|---|
| Mohamed Elshenawy | — | <1% | Listed with less than 1% beneficial ownership; no Preferred Stock reported |
Governance Assessment
- Board effectiveness: Strong technology domain expertise; seats on Compensation and Nominating committees support oversight of pay and board composition; independence affirmed under Nasdaq for both committees .
- Ownership alignment: Large initial option grant aligns long‑term incentives but current beneficial ownership is under 1%, limiting near‑term “skin‑in‑the‑game” signal .
- Conflicts and interlocks: No related‑party transactions disclosed for Elshenawy; structural sponsor influence via AACT Sponsor’s stake in Kodiak warrants continued attention to independence in compensation and governance decisions .
- Compensation structure signals: No cash fees in FY2024; emphasis on equity options for initial appointment indicates at‑risk, performance‑linked orientation, but specific performance conditions not disclosed .
RED FLAGS to monitor:
- Limited beneficial ownership (<1%) may weaken alignment compared to larger owner‑directors .
- Sponsor influence (15.5% stake) increases importance of robust independent committee oversight to avoid pay or nomination entrenchment .
- Absence of disclosed performance metrics for director equity awards reduces transparency on pay‑for‑performance linkage .
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