Brian Cullinan
About Brian Cullinan
Brian Cullinan, age 65, is an independent director of Movano Inc. (ticker: MOVE) who has served on the Board since August 2020. He is Chair of the Audit Committee (and designated “audit committee financial expert”) and Chair of the Compensation Committee, bringing over two decades of senior leadership at PwC with deep expertise in accounting, financial reporting, and governance; he holds a B.A. from Cornell University and an M.S. in Financial Accounting from Northeastern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Partner; Senior Relationship and Global Engagement Partner | 1997–2020 | Led Fortune 500 client engagements and high-level governance interactions . |
| PwC U.S. Board of Partners & Principals | Board Member; Lead Director | 2010–2018; Lead Director 2012–2016 | Board leadership, oversight, and governance direction for U.S. partnership . |
| PwC Global Board | Board Member | 2013–2017 | Global governance and policy oversight . |
| PwC | Managing Partner – Southwest Region | 2011–2017 | Regional P&L and practice leadership . |
| PwC | West Region Assurance Leader | 2009–2012 | Oversight of assurance practice operations and quality . |
| PwC | U.S. Entertainment, Media & Communications Assurance Leader | 2007–2009 | Sector leadership and client oversight . |
External Roles
- No current public company directorships disclosed in Mr. Cullinan’s MOVE proxy biographies for 2024 and 2025 .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Cullinan is independent under Nasdaq rules . |
| Committee Assignments (2024 activity, current composition) | Audit (Chair), Compensation (Chair), Corporate Governance & Nominating (Member) . |
| Audit Committee Expert | Board designated Mr. Cullinan an “audit committee financial expert” . |
| Attendance | In 2024, no director attended less than 75% of Board and applicable committee meetings ; in 2023, same standard met . |
| Board/Committee Activity | Board met 10 times in 2024 ; Audit Committee met 4 times in 2024 ; Compensation Committee met 3 times in 2024 ; Corporate Governance & Nominating Committee did not meet in 2024 . |
| Board Leadership | Board has an independent Chair (separate from CEO) . |
| Anti-Hedging Policy | Insider Trading Policy prohibits transactions in publicly traded options (puts/calls/derivatives) by directors/officers/employees . |
Committee Matrix (Current)
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit | Member | Yes | Audit committee financial expert . |
| Compensation | Member | Yes | Oversees exec and director comp . |
| Corporate Governance & Nominating | Member | No (Chair: Fairbairn) | No meetings in 2024 . |
Fixed Compensation
- Policy: Non-employee directors receive a $50,000 annual cash retainer; additional annual cash fees: Chair of the Board $25,000; Audit Chair $20,000; Compensation Chair $10,000 .
| Director Cash Compensation | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees paid to Brian Cullinan ($) | $70,000 | $80,000 |
| Director Equity Grant Policy | 2024 | 2025 |
|---|---|---|
| Annual option grant to non-employee directors | 20,000 options at start of year | 10,000 options at start of year |
| Vesting schedule | 1/48 monthly vesting for each director option grant | 1/48 monthly vesting for each director option grant |
Performance Compensation
- Directors receive time-vested stock options (no performance-vesting metrics disclosed for directors) .
| Director Equity Compensation (Brian Cullinan) | FY 2023 | FY 2024 |
|---|---|---|
| Option awards – grant date fair value ($) | $14,576 | $9,836 |
| Director Equity Positioning (as of 12/31) | 2023 | 2024 |
|---|---|---|
| Options outstanding (Brian Cullinan) | 20,000 options | 4,000 options (post-2024 reverse split share base) |
| Vesting cadence | Monthly (1/48th) | Monthly (1/48th) |
Note: Movano completed a 1-for-15 reverse stock split effective October 29, 2024, affecting share counts in subsequent disclosures .
Other Directorships & Interlocks
- None disclosed for Mr. Cullinan in MOVE’s 2024–2025 proxy statements .
Expertise & Qualifications
- Audit committee financial expert with extensive accounting and financial reporting leadership; former PwC partner and firm governance leader .
- Education: B.A., Cornell University; M.S. in Financial Accounting, Northeastern University .
Equity Ownership
| Beneficial Ownership (SEC definition) | As of 5/16/2024 | As of 8/26/2025 |
|---|---|---|
| Common shares owned | 281,070 | 118,356 |
| Shares underlying options/warrants (exercisable within 60 days) | 87,571 | 7,175 |
| Total beneficially owned shares | 368,641 | 125,531 |
| Ownership % of outstanding | <1% (“*”) | 1.5% |
- Hedging/Pledging: Policy prohibits transactions in publicly traded options/derivatives by directors; no pledging disclosures identified in the proxy text .
Insider Trades (Director Participations in Offerings)
| Transaction | Date | Securities Purchased | Warrants Purchased | Amount Paid |
|---|---|---|---|---|
| January 2023 Underwritten Offering | 1/31/2023 | 7,142 shares | 3,571 warrants | $10,000 |
| June 2023 Underwritten Offering | 6/15/2023 | 10,000 shares | — | $10,000 |
| April 2024 Private Placement | 4/4/2024 | 44,000 shares | 44,000 warrants | $24,860 |
The 2025 proxy restates certain historical share counts to reflect the 1-for-15 reverse stock split effective October 29, 2024 .
Governance Assessment
-
Strengths
- Independent director; chairs two key committees (Audit and Compensation) and is designated as audit committee financial expert, supporting robust oversight of financial reporting and pay practices .
- Attendance: met ≥75% standard; Board and committees were active (Board: 10 meetings in 2024; Audit: 4; Compensation: 3) .
- Ownership alignment: personal participation in multiple equity financings (2023–2024) signals engagement and alignment with shareholders .
-
Items to monitor
- Financial reporting risk context: 2025 proxy notes 2023–2024 material weaknesses in internal control and a change in auditor (Moss Adams resignation; appointment of RBSM), elevating the importance of audit oversight under Mr. Cullinan’s chairmanship .
- Corporate governance cadence: Corporate Governance & Nominating Committee reported no meetings in 2024, suggesting limited formal activity despite a challenging year (capital structure actions, auditor change) .
- Capital structure signals: Reverse stock split and substantial authorized share increase requests point to financing needs; while board-level decisions, they increase governance salience around dilution and shareholder communication .