Emily Wang Fairbairn
About Emily Wang Fairbairn
Emily Wang Fairbairn, age 63, has served as an independent director of Movano Inc. (MOVE) since March 2018 and is Chair of the Board. She co‑founded and was CEO of Ascend Capital (1999–2018), previously managed high‑net‑worth equity portfolios at Merrill Lynch (1987–1997), and started her career as a process engineer at Frito‑Lay (1985–1987). She holds a B.S. in chemical engineering from Cal Poly Pomona and brings deep investment/finance expertise and board leadership credentials to MOVE .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascend Capital | Co‑Founder & CEO | 1999–2018 | Built multi‑billion AUM long/short equity fund serving institutions |
| Merrill Lynch | Managed equity portfolios for HNW clients | 1987–1997 | Investment management track record |
| Pepsi/Frito‑Lay | Process engineer and supervisor | 1985–1987 | Early operating/engineering experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| IN8bio, Inc. (Nasdaq: INAB) | Director | July 2021 | Public company board experience in biotech |
| MIT Sandbox Innovation Fund | Funding board; mentor | N/A | Early‑stage innovation ecosystem involvement |
| CodeLogic, Inc.; Acelab Inc. | Board member/mentor | N/A | Private company advisory roles |
Board Governance
- Board role: Independent Chair of the Board; MOVE separates Chair and CEO roles to ensure independent oversight .
- Independence: Board determined Emily Fairbairn is independent under Nasdaq rules (5605(a)(2)) .
- Committee assignments: Member—Audit, Compensation, Corporate Governance & Nominating; Chair—Corporate Governance & Nominating .
- Attendance and engagement:
- Board met 10 times in 2024; no director attended less than 75% of applicable meetings .
- Committee meetings in 2024: Audit (4), Compensation (3), Corporate Governance & Nominating (0) .
- “All but two” directors attended the 2024 annual meeting (companywide disclosure) .
Fixed Compensation
| Year | Component | Amount (USD) | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | $50,000 | Standard for non‑employee directors |
| 2024 | Chair of the Board fee | $25,000 | Additional to retainer |
| 2024 | Total cash | $75,000 | Matches director comp table |
Director compensation policy: Non‑employee directors receive a $50,000 annual cash retainer; Chair of Board $25,000; Audit Chair $20,000; Compensation Chair $10,000 .
Performance Compensation
| Year | Equity Type | Grant Policy / Quantity | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| 2024 | Stock options | Policy grants 10,000 options annually to each director | 1/48 monthly continuous service | $12,295 (2024 grant FV) |
| 2024 | Outstanding options (as of 12/31/24) | 4,667 options outstanding | Time‑based vesting | N/A |
- No director PSUs/RSUs or performance metric linkages (e.g., TSR, EBITDA) are disclosed for non‑employee directors; director equity is time‑vested options only .
- 2024 mix (cash vs. equity grant FV): Cash $75,000; Options $12,295—equity ~14% of total director compensation for 2024 (based on grant‑date fair value) .
Other Directorships & Interlocks
| Type | Link | Possible Relevance |
|---|---|---|
| External public board | IN8bio, Inc. (INAB) – Director since July 2021 | Adds healthcare/biotech governance perspective |
| Prior professional tie | MOVE CFO J. Cogan previously managed a portfolio and served on the Executive Committee at Ascend Capital, which Ms. Fairbairn co‑founded | Prior affiliation between director and CFO can raise independence/perception considerations; not a related‑party transaction per se |
Expertise & Qualifications
- Investment and finance: Co‑founded/led multi‑billion AUM hedge fund focusing on institutional clients .
- Board leadership: Chair of MOVE’s Board; Chair of Corporate Governance & Nominating .
- Technical/operational grounding: Chemical engineering degree; early engineering role at Frito‑Lay .
- Entrepreneurial mentorship and innovation networks (MIT Sandbox; private company boards/mentoring) .
Equity Ownership
| Holder/Vehicle | Shares | Derivative within 60 days | Total Beneficial | % Outstanding | Notes |
|---|---|---|---|---|---|
| Emily Wang Fairbairn (aggregate) | 487,860 | 5,336 | 493,196 | 5.9% | Beneficial ownership per SEC rules as of 8/26/2025 (8,301,204 shares outstanding) |
| Valley High Partners, LP | 35,239 | — | 35,239 | — | Included in Ms. Fairbairn’s footnote (see below) |
| Malcolm P. Fairbairn & Emily T. Fairbairn Charitable Remainder Unitrust | 332,334 shares | 318,620 warrants not exercisable within 60 days | Shares included above; warrants excluded from 60‑day total | — | Ms. Fairbairn and Malcolm Fairbairn are co‑trustees with shared voting/dispositive power; Ms. Fairbairn disclaims beneficial ownership except to extent of pecuniary interest |
- Five‑percent holders include Leabman Holdings, LLC at 5.9% and Peter Appel at 9.9%; Malcolm Fairbairn holds 4.4% separately; Ms. Fairbairn is a 5.9% beneficial owner herself .
- Hedging/pledging: MOVE’s Insider Trading Policy prohibits directors, officers, employees, and consultants (and household family members) from transactions in publicly traded options (e.g., puts/calls); explicit pledging prohibition is not stated in the excerpt provided .
Related-Party Exposure and Transactions
- Director/officer participation in offerings (alignment signal; not a “related‑party transaction” under Item 404 unless thresholds met):
- January 2023 underwritten offering: Ms. Fairbairn purchased 11,905 shares and 5,952 warrants for $250,000 .
- June 2023 underwritten offering: Purchased 16,667 shares for $250,000 .
- November 2023 underwritten offering: Purchased 19,667 shares for $250,750 .
- Charitable trust holdings and Valley High Partners LP holdings associated with Ms. Fairbairn are disclosed with shared voting/dispositive power and disclaimers of beneficial ownership beyond pecuniary interest .
- No other related‑party transactions exceeding Item 404 thresholds since Jan 1, 2023 were disclosed, beyond the above director/officer subscription details in offerings .
Risk Indicators & Red Flags
- Audit oversight stress: Auditor resignation (Moss Adams) effective June 24, 2025; company engaged RBSM on Aug 13, 2025. Disclosed material weaknesses in (i) control environment, (ii) IT general controls, and (iii) process‑level controls (2024), and prior financial close/reporting material weakness (2023). Ms. Fairbairn serves on the Audit Committee—this elevates scrutiny on audit committee effectiveness .
- Listing compliance: Company pursued another reverse stock split authorization after a 1‑for‑15 split in Oct 2024; received a Nasdaq delisting determination in July 2025 due to minimum bid price and late 10‑Q. As Board Chair, Ms. Fairbairn is central to remediation and capital/strategic actions, indicating governance and financing risk context during her tenure .
- Independence perceptions:
- Significant personal beneficial ownership (5.9%) and spousal/charitable trust holdings disclosed .
- Prior affiliation with CFO (Cogan) through Ascend Capital, where he served as portfolio manager and Executive Committee member; Ms. Fairbairn co‑founded Ascend. Not a related‑party transaction, but can be viewed as an interlock/affiliation that merits monitoring .
Governance Assessment
-
Strengths
- Independent Chair structure; Fairbairn deemed independent by Board under Nasdaq rules .
- Broad committee engagement (Audit, Compensation, Governance) and leadership of Corporate Governance & Nominating .
- Strong ownership alignment: 5.9% beneficial stake; repeated open‑market/registered participation in financings alongside shareholders .
- Director compensation moderate for micro‑cap; mix tilted toward cash with time‑vested options; no director PSUs/RSUs or discretionary bonuses disclosed .
-
Watch items / potential red flags
- Control environment and ITGC/process weaknesses across 2023–2024 under audit committee purview; auditor resignation further elevates audit oversight risk .
- Ongoing Nasdaq listing risk and repeat reverse‑split actions indicate financing stress; Board leadership will be critical to execution and investor communications .
- Independence optics given prior CFO‑Ascend affiliation and significant Fairbairn/related trust holdings, despite formal independence designation .
- Insider policy excerpt prohibits options trading but does not explicitly state a pledging ban in the provided text; absence of a clear pledge prohibition (if not elsewhere disclosed) can concern investors in alignment analyses .
Overall implication: Fairbairn brings seasoned capital markets and governance expertise with meaningful “skin‑in‑the‑game.” However, the current control weaknesses, auditor transition, and listing compliance challenges heighten scrutiny on the Board’s (and Audit Committee’s) effectiveness and risk oversight during her leadership tenure .