Pegah Ebrahimi
About Pegah Ebrahimi
Independent director at Enovix since November 2021; age 45. Co-Founder and Managing Partner of FPV Ventures (since Feb 2022), with prior senior operating and technology-banking roles at Cisco and Morgan Stanley. Holds a B.S. in Economics and Mathematics from MIT, bringing financial, capital markets, and strategic executive leadership to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | VP, Investment Banking | Jul 2008–Nov 2009 | Technology banking exposure; operational insights into capital markets |
| Morgan Stanley | CIO, Global Investment Banking | Dec 2009–Nov 2013 | Led technology for IB; data/process rigor |
| Morgan Stanley | COO, Global Technology Banking | Nov 2013–Jan 2019 | Oversaw finance/reporting, restructuring, FP&A; deep governance exposure |
| Cisco (Collaboration) | Chief Operating Officer | Jan 2019–Oct 2020 | Execution in large public tech; operating discipline |
| Gainsight | Board Advisor | Oct 2019–Jan 2021 | Customer experience/product analytics perspective |
| Accompany | Advisory Board Member | 2015–May 2018 | Relationship intelligence and data focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FPV Ventures | Co-Founder & Managing Partner | Feb 2022–present | Investing in mission-driven founders; potential network breadth |
Board Governance
- Independence: Determined independent under Nasdaq; meets heightened independence for Audit Committee (Rule 10A-3) .
- Attendance and engagement: Board met 5x in FY2024; Audit met 5x; Nominating and Compensation met 4x each; all directors attended at least 75% of meetings for boards/committees they served .
- Committee assignments (current):
- Audit Committee: Member
- Nominating & Corporate Governance Committee: Member
- Committee chairs: Audit (Gutmann), Compensation (Reichow), Nominating (Atkins)
| Committee | Role | Independence/Notes |
|---|---|---|
| Audit | Member | Meets heightened Audit independence; oversight of financial reporting and related-person transactions |
| Nominating & Corporate Governance | Member | Oversees board composition, director compensation, cybersecurity, sustainability, succession planning, board evaluations |
Fixed Compensation (Director)
| Component | FY2024 Amount | Detail |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | Standard non-employee director retainer |
| Audit Committee Member Fee (cash) | $10,000 | Member fee |
| Nominating Committee Member Fee (cash) | $5,000 | Member fee |
| Total Cash Fees (FY2024) | $65,000 | Reported cash fees earned in 2024 |
Performance Compensation (Director)
| Equity Item | Grant Date | Shares/Value | Vesting | Key Provisions |
|---|---|---|---|---|
| Annual RSU award | Jun 13, 2024 | 15,128 RSUs; grant-date fair value $195,000 | Vests on earlier of next annual meeting or 1-year from grant; service-based | Single-trigger vesting acceleration upon Change of Control (unvested director equity fully vests immediately prior to close) |
| Outstanding RSUs (12/29/2024) | — | 7,564 RSUs | Per applicable schedules | No director stock options outstanding for Ebrahimi |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Ebrahimi in the proxy biography |
| Compensation Committee interlocks | Company disclosed no interlocks involving compensation committee members; Ebrahimi is not on the compensation committee |
Expertise & Qualifications
- Financial management and accounting; sales and business development; entrepreneurship; IT/cybersecurity per board skills matrix .
- Education: MIT B.S. in Economics & Mathematics .
Equity Ownership
| Measure | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 40,315 | Mar 30, 2025 | Directly held shares; <1% of outstanding |
| Percent of shares outstanding | <1% | Mar 30, 2025 | Company marked “*” less than one percent |
| Unvested RSUs | 7,564 | Dec 29, 2024 | Outstanding RSUs; no options |
| Pledging/Hedging | Prohibited by insider trading policy; no exception disclosed for Ebrahimi | Policy in place; Rodgers waived for collateral uses only | Policy bars hedging/pledging; waiver noted for Rodgers, none for Ebrahimi |
Insider Trades
| Date | Transaction | Shares | Price | Post-transaction beneficial ownership |
|---|---|---|---|---|
| Aug 29, 2025 | Exercise of publicly-traded warrants | 6,299 | $8.75 | 72,939 shares (incl. 22,543 RSUs issuable) |
| Jun 12–13, 2025 | Form 4 filed; director equity activity (RSUs) | — | — | Filing confirms transactions; details in SEC Form 4 document |
Governance Assessment
- Independence and financial oversight: Ebrahimi meets Nasdaq independence and heightened Audit independence, serving on the Audit Committee overseeing internal controls, audits, and related-party transactions—positive for investor confidence .
- Engagement: Board and committees met frequently in FY2024 (Board 5; Audit 5; Nominating 4), with all directors at ≥75% attendance—indicates active governance participation .
- Compensation alignment: Director pay balanced between modest cash ($65,000) and equity ($195,000), with service-based vesting and clear fee schedules; no options—standard alignment practices .
- Change-of-control terms: Director RSUs accelerate on a single-trigger basis at closing of a Change of Control—common but can be viewed as a potential governance sensitivity; note for investors .
- Related-party/Conflicts: Company’s insider policy prohibits hedging/pledging; no related-person transactions disclosed involving Ebrahimi in FY2024—no conflict flags identified for her specifically .
- Say-on-pay backdrop: 79% support in 2024 advisory vote—board/compensation oversight context supportive of pay program credibility .
RED FLAGS to monitor:
- Single-trigger director equity acceleration on change-of-control (consideration for governance purists) .
- External venture role (FPV Ventures) increases network interlocks potential; no related-party transactions disclosed for 2024, but ongoing monitoring is prudent .