Fouad Nawaz
About Fouad Nawaz
Fouad Nawaz (age 39) serves as Chief Financial Officer of eXoZymes Inc. (EXOZ); he was VP Finance from September 2023 and signed EXOZ’s 10-K as principal financial and accounting officer, then was listed as CFO in the July 28, 2025 8-K filing . He holds a B.S. in Business Administration (CSU Long Beach, 2007) and brings prior finance leadership experience from Fulham Co., Inc. (2018–2023) . EXOZ is a pre‑revenue, development-stage company; shareholder support for executive compensation was strong in 2025 (say‑on‑pay “For” 4,272,987; three‑year say‑on‑frequency favored) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fulham Co., Inc. | Vice President of Finance | 2018–2023 | Led finance function prior to joining EXOZ; relevant operating finance background for public-company transition . |
| eXoZymes Inc. | Vice President, Finance | Sep 2023–Jul 2025 | Principal financial and accounting officer signatory on 2024 10-K; established internal controls and SOX certifications prior to CFO appointment . |
External Roles
- None disclosed .
Fixed Compensation
Multi-year compensation (reported):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $40,625 | $168,750 |
| Cash Bonus (actual) | — | $15,000 |
| Option Awards (grant-date fair value) | — | $29,340 |
| Total Reported Compensation | $40,625 | $213,090 |
Notes:
- Bonuses are discretionary under the annual incentive program; no target bonus % disclosed for Nawaz .
- CEO bonus structure (for context): 1/3 discretionary with remaining portion tied to KPIs; not specified for other executives .
Performance Compensation
No specific performance metrics, weights, or payout curves were disclosed for Nawaz’s 2024 bonus or equity. The company’s plans allow for performance-based awards, but no PSU metrics or TSR targets were reported for him in 2024 .
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (VP Finance) | — | — | $15,000 | — | Cash in 2024; discretionary program, metrics not disclosed . |
| Performance Share/Unit Awards | — | — | — | — | No PSUs disclosed for Nawaz in 2024 . |
Equity Ownership & Alignment
Ownership snapshot (record date June 9, 2025; percentages based on shares outstanding as disclosed in proxy):
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 22,187 (0.25%) |
| Components | 3,489 directly owned; 18,698 options currently exercisable; 43,630 options vesting in the future (future‑vesting not counted in beneficial total unless within 60 days) . |
As-of December 31, 2024 option holdings (by grant):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 11/1/2023 | 8,864 | 32,688 | $3.31 | 8/31/2031 |
| 6/1/2024 | — | 20,776 | $8.00 | 3/31/2031 |
Plan-level vesting context:
- Under the 2020 Plan, options generally vest monthly or quarterly (some with a 1‑year cliff) over ~5 years; contract life typically ~7 years .
- Under the new 2025 Equity Plan, vesting/performance terms are award-specific; no automatic CIC acceleration unless provided in award agreements -.
Trading, pledging/hedging, and lock-up considerations:
- Insider trading policy requires pre‑clearance, imposes quarterly/annual blackout windows, and prohibits short sales and derivative hedging (puts/calls) .
- No covered person adopted or terminated a Rule 10b5‑1 plan in the last fiscal quarter of FY2024 .
- Company-wide RSUs (not specific to Nawaz) were fully vested as of 12/31/2024 and convert to shares at IPO lock‑up expiration on November 11, 2025, a potential supply overhang date .
Employment Terms
| Term | Details |
|---|---|
| Current Role | CFO (listed as such in 8-K filed July 28, 2025); previously VP Finance . |
| Start at EXOZ | September 2023 (VP Finance) . |
| Employment Agreement | Not disclosed for Nawaz (CEO agreement terms disclosed separately) . |
| Severance/Change-in-Control | Not disclosed for Nawaz; plan documents allow award-specific terms; absent such terms, no automatic CIC acceleration . |
| Clawback | Board adopted Dodd‑Frank/Nasdaq‑compliant clawback policy covering incentive-based comp for executive officers in case of restatements -. |
| Insider Trading/10b5‑1 | Pre‑clearance required; blackout windows; no short sales or options; no 10b5‑1 adoptions/terminations in last fiscal quarter of FY2024 . |
| Proxy Authority | Designated as a company proxy holder for the 2025 Annual Meeting (with CEO) . |
Additional Governance and Shareholder Context
- Say-on-Pay (2025 meeting): For 4,272,987; Against 1,801; Abstain 1,678 .
- Say-on-Frequency: 3 years received 4,121,899 votes (company to hold say‑on‑pay every three years) .
- 2025 Equity Incentive Plan approved (1,250,000 shares available) .
- Related-party exposure (contextual): historical advances and warrant to MDB Capital Holdings, EXOZ’s former parent/controlling shareholder; balance repaid post‑IPO; MDB beneficially owns ~48% via holdings and warrant (board members affiliated) .
Investment Implications
- Alignment: Significant equity exposure through multi-year, out-of-the-money options (notably the $8.00 strike from 2024) aligns upside to shareholder value creation; prohibition on hedging/shorts reinforces alignment .
- Retention: Meaningful unvested options (e.g., 32,688 + 20,776 per 12/31/24 table; 43,630 future-vesting per ownership footnote) create vesting “handcuffs” and reduce near-term departure risk absent a change in terms .
- Selling pressure: Company-wide RSU conversions at the November 11, 2025 lock-up expiry may increase float and present short-term supply; blackout windows and pre‑clearance temper opportunistic insider selling, and no 10b5‑1 plan adoptions reported for FY2024’s last quarter .
- Governance quality: Adoption of an exchange-compliant clawback policy, use of proxy designations, and strong say‑on‑pay support indicate shareholder‑friendly oversight; absence of disclosed severance/CIC terms for Nawaz limits visibility into potential exit economics - .