Arun Menawat
About Arun Menawat
Arun Menawat, age 70, is Chairman of the Board at Firefly Neuroscience, Inc. (AIFF) since March 2025 and has served as a director since August 2024; he is classified as a Class III director with a term expiring at the 2026 annual meeting . He is independent under Nasdaq rules, with the Board determining that all directors other than Greg Lipschitz and David DeCaprio are independent . Dr. Menawat holds a B.S. in Biology (University of the District of Columbia), an M.S. and Ph.D. in Chemical Engineering (University of Maryland) with NIH biomedical engineering research, and an Executive MBA from Kellogg (Northwestern) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novadaq Technologies Inc. (TSX/Nasdaq) | Chairman, President & CEO | Mar 2003 – Jun 2016 | Led medical imaging and therapeutic devices business; operating room focus |
| Cedara Software Ltd. | President, COO & Director | Prior to Novadaq tenure | Public medical imaging software company leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Profound Medical Corp. | Director | Since Aug 2014 | Continues to serve; healthcare technology focus |
| Profound Medical Corp. | Chairman & CEO | Since Aug 2016 | Concurrent CEO/Chairman role |
Board Governance
| Item | Detail |
|---|---|
| Board classification | Class III director; term expires at the 2026 annual meeting |
| Independence | Independent under Nasdaq rules |
| Board leadership | Chairman of the Board; signed 2025 proxy notice as Chairman |
| Committees | Audit (member), Compensation (Chair), Nominating & Corporate Governance (member) |
| Audit Committee chair | Brian Posner; Audit Committee members qualify as independent; Posner is “financial expert” |
| Compensation Committee independence | All members qualify as independent; non-employee directors per Rule 16b-3 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | None paid | None paid |
| Committee membership fees | None paid | None paid |
| Committee chair fees | None paid | None paid |
| Meeting fees | None paid | None paid |
| Total cash director compensation | $0 | $0 |
Narrative: The company discloses that non‑employee directors received no monetary compensation during 2023 and 2024; option awards were disclosed for certain other directors (not Dr. Menawat) .
Performance Compensation
| Equity Component | Grant/Status | Quantity | Vesting/Terms |
|---|---|---|---|
| Common shares owned | Beneficial ownership at Record Date | 99,405 | N/A |
| Options (exercisable) | Currently exercisable within 60 days | 10,417 | N/A (exercisable) |
| Deferred Stock Units (DSUs) – vested | Vested DSUs at Record Date | 16,667 | Deliverable per plan schedules |
| Deferred Stock Units (DSUs) – unvested | Unvested DSUs at Record Date | 52,943 | Issuable upon future vesting |
Plan backdrop: AIFF maintains the 2024 Long‑Term Incentive Plan (renamed from WaveDancer’s plan), which authorizes multiple award types and enumerates possible performance goals for awards (e.g., revenue, EBITDA, TSR), but the proxy does not tie specific director awards for Dr. Menawat to performance metrics .
Other Directorships & Interlocks
| Company | Role | Committees/Notes | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| Profound Medical Corp. | Director; Chairman & CEO | Executive leadership since 2016 | No related‑party transactions involving Dr. Menawat disclosed by AIFF |
| Prior: Novadaq Technologies | Chairman, President & CEO | Operating leadership | No AIFF related‑party transactions disclosed |
| Prior: Cedara Software | President, COO & Director | Public company director | No AIFF related‑party transactions disclosed |
Related‑party policy and disclosures: AIFF’s proxy details a related‑party transactions policy under Audit Committee oversight and notes no transactions with executive officers, directors or their immediate family members since Jan 1, 2024, other than items related to Mr. Lipschitz; none are attributed to Dr. Menawat .
Expertise & Qualifications
- Healthcare technology executive with extensive medical imaging and device experience across Novadaq and Cedara; currently CEO/Chairman at Profound Medical .
- Advanced technical and management education (Ph.D. Chemical Engineering; NIH biomedical research; Executive MBA) .
- Independent director with leadership on Compensation Committee, indicating governance and pay oversight expertise .
Equity Ownership
| Metric | Record Date (Sept 4, 2025) |
|---|---|
| Total beneficial ownership (shares) | 179,432 |
| Ownership as % of outstanding | 1.3% |
| Composition | 99,405 common; 10,417 options exercisable; 16,667 vested DSUs; 52,943 unvested DSUs |
| Shares pledged/hedged | Not disclosed in proxy |
Record Date and shares outstanding: 13,448,848 common shares outstanding as of Sept 4, 2025 (one vote per share) .
Governance Assessment
- Committee leadership and independence: As Compensation Committee Chair and member of Audit and Nominating Committees, with Board-vetted independence, Menawat is positioned to influence pay, audit oversight, and board composition—supportive of governance rigor .
- Ownership alignment: 179,432 shares beneficially owned (1.3%), including vested and unvested DSUs, and exercisable options, signal equity alignment with shareholders .
- Cash discipline: No cash director compensation disclosed for 2023–2024, indicating restrained fixed pay at the board level during the period .
- External leadership considerations: Concurrent CEO/Chairman role at Profound Medical entails significant time commitments; while not a disclosed conflict, investors should monitor potential overboarding risk alongside AIFF responsibilities .
- Related-party risk: No related-party transactions involving Menawat are disclosed; AIFF maintains an Audit Committee-administered related person transaction policy, mitigating conflict exposure .
Board/term clarity: Menawat is a Class III director with term expiring at the 2026 annual meeting; he serves as Chairman of the Board, as evidenced by his signature on the 2025 proxy materials .