Adam Sharkawy

About Adam Sharkawy

Adam Sharkawy (age 59) has served as an independent director of Nauticus Robotics, Inc. (KITT) since 2022. He is Founder and Managing Partner at Material Impact, with prior senior operating roles at The Medicines Company (SVP, Head of Surgery & Perioperative Care Global BU), Abbott Vascular, and Smith & Nephew; he also founded Ventrica and Ventrigraft. He holds a Ph.D. in Biomaterials/Biomedical Engineering (Duke), an M.S. in Mechanical Engineering (Texas A&M), and a B.S. in Mechanical Engineering (American University Cairo); he has 23 issued U.S. patents and numerous international patents .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee Chair; Audit Committee member; not on Nominating & Corporate Governance (NCG) .
• Independence: Board determined all directors other than CEO Gibson are independent under Nasdaq/SEC standards (Sharkawy is independent) .
• Attendance: In 2024, Board met 13 times; Audit 5; Compensation 1; NCG 1, with all directors attending at least 75% of meetings of the Board and their committees .
• Board structure: Classified board (Class I/II/III) with Chair William H. Flores; no Lead Independent Director disclosed .
• Policies: Anti-hedging and pledging policy applies to directors, officers, employees; none have pledged or hedged company stock . Company adopted a Dodd-Frank-compliant clawback policy in November 2023 .

Fixed Compensation (Non-Employee Director – 2024)

Policy summary: Annual cash retainer $50,000; committee chair fees ($15,000 Audit; $10,000 Compensation/NCG); $5,000 per committee membership; annual equity grants with standard vesting .

Performance Compensation

• Directors receive time-based RSUs only; no disclosed performance-based equity for non-employee directors .
• Company’s plan performance metrics (relevant to executive awards; directors not subject to these): EBITDA, EPS, revenue/sales growth, ROE/ROA, TSR, operating margin, market share, cash flow, working capital, and other strategic/ESG goals selected by the administrator .

Other Directorships & Interlocks

• Material Impact Fund II, L.P. (MIF): Sharkawy is Founder & Managing Partner; MIF is a significant Nauticus shareholder and financing counterparty (term loans; exchanged debentures for Series A preferred). The company disclosed related-party transactions with MIF (and ATW) across 2023–2025 term loans, debenture exchanges, and interest expense lines .
• Proxy disclosure explicitly identifies Sharkawy’s affiliation and the potential interest in financing proposals involving MIF .

Expertise & Qualifications

• Deep technical expertise in biomaterials/biomedical engineering with 23 issued U.S. patents; broad industrial exposure (aerospace, oil & gas, battery, medical devices) through advisory roles .
• Venture building and board oversight across hardware/materials-driven companies; aligns with Nauticus’ robotics/autonomy focus .

Equity Ownership

Additional alignment/controls:

• Anti-hedging and pledging: prohibited; none of the directors have pledged or hedged shares .
• Ownership scale and nature: sizable beneficial stake primarily through MIF; includes convertible securities and warrants, aligning incentives but creating potential conflicts in financing/dilution contexts .

Governance Assessment

• Strengths:

  • Independent director under Nasdaq rules; chairs Compensation Committee and serves on Audit, providing direct influence on pay design and financial oversight .
  • Significant technical and venture experience aligned with Nauticus’ robotics and materials-centric strategy; patent portfolio evidences innovation track record .
  • Meaningful equity alignment via indirect holdings; corporate policies prohibit hedging/pledging, supporting long-term alignment .

• Risk factors/RED FLAGS:

  • Related-party exposure: MIF (where Sharkawy is Managing Partner) is a major shareholder and financing counterparty (term loans, debentures, Series A preferred). Proposals approving conversions and issuances explicitly note his affiliation, creating potential conflicts of interest around capital structure decisions, dilution, and creditor protections. Robust recusal and Audit Committee oversight are critical .
  • Section 16 filing timeliness: Company disclosed multiple late filings by Dr. Sharkawy (and by MIF as a 10% shareholder), including unreported RSU vestings, term loan interests, warrant amendments, debenture exchanges, and preferred share exchanges, later rectified via Form 5 (filed 10 days late), which may raise investor confidence concerns on reporting controls (RED FLAG) .
  • Dilution sensitivity: Multiple proxies and 8-Ks detail significant potential dilution from conversions (warrants, term loans, preferred), requiring frequent stockholder approvals and reverse split authorizations—areas where an affiliated fund’s interests must be carefully balanced against minority shareholders .

Director Compensation (Policy Context)

• Annual cash and equity mix tailored to market practices, with RSUs vesting at one year/next AGM and capped annual value ($500,000 maximum combined cash/equity value for non-employee directors under the plan) .
• Compensation Committee may retain independent consultants and oversees clawback policy adoption; the Company did not engage a compensation consultant in 2024 .

Committee Leadership Analysis (Compensation Committee)

• Members: Sharkawy (Chair), Bellingham, Spiro—each independent per Board determinations .
• Scope: Executive compensation design, plan administration, compensation strategy, clawback policies, and director pay recommendations; independence considerations required before adviser engagement .
• 2024 activity: One Compensation Committee meeting held; design/consultant engagement limited, reflecting transitional period in executive team; clawback policy in place .

Other Notes on Shareholder Votes and Capital Actions

• June 2024 special meeting approved issuance upon conversions and broad reverse split authority; the authorized share increase did not receive the necessary majority of outstanding shares .
• January 2025 special meeting approved stock issuances upon conversions for Series A preferred and debentures; authorized share increase again fell short of the outstanding shares threshold .
• June 2025 annual meeting approved plan share increase to 2,750,000 and reverse split authority (1:2 to 1:9) . These repeated capital actions underscore the importance of independent oversight amid financing-driven dilution dynamics .