Jeremy Cogan
About Jeremy Cogan
Jeremy (“J.”) Cogan, 56, has served as Movano Inc.’s Chief Financial Officer since May 2019; he brings ~30 years of financial experience, including portfolio management at Ascend Capital and senior equity research at Banc of America Securities. He holds a B.A. in Communications from the University of Pennsylvania and is a CFA charterholder (since September 2000).
Company performance during his tenure: FY2024 revenue was ~$1.01 million*, EBITDA was -$24.1 million*, and net loss was -$23.7 million*; Movano’s compensation philosophy emphasizes equity over cash to align management with long-term value creation. *
Performance metrics (annual)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | — | — | $1.013M |
| EBITDA (USD) | -$30.315M* | -$29.532M* | -$24.056M* |
| Net Income (USD) | -$30.329M* | -$29.283M* | -$23.727M* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ascend Capital (SF Bay Area) | Managed Leisure & Media portfolio; Executive Committee member | 2007–2018 | Ran long/short equity portfolio; senior leadership exposure to risk management and strategy |
| Banc of America Securities (and predecessors) | Principal & Senior Equity Research Analyst (Gaming & Lodging) | 1995–2007 | Sector expertise; deep coverage to inform capital allocation and forecasting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ascend Capital | Executive Committee member | 2007–2018 | Firm-level governance and performance oversight |
Fixed Compensation
Summary Compensation (Cogan)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary (USD) | $270,000 | $270,000 | $299,792 |
| Option Awards (USD, grant-date fair value) | — | $148,346 | $85,846 |
| Non-Equity Incentive Plan Compensation (USD) | $181,238 | — | — |
| All Other Compensation (USD) | — | — | — |
| Total (USD) | $451,238 | $418,346 | $385,638 |
Compensation Terms (Offer Letter)
- Base salary progression: initial $250,000; adjusted to $270,000 (Jan 2022); adjusted to $325,000 (June 2024).
- Target annual bonus: 75% of base (2024 proxy); updated to 60% of base (2025 proxy).
- Program design prioritizes base salary and long-term equity (stock options).
Performance Compensation
Annual Bonus Plan (Cogan)
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Target (% of Salary) | 75% | 60% (terms updated) |
| Actual Payout (USD) | $0 (dash shown in SCT) | $0 (dash shown in SCT) |
| Metrics Disclosure (weights/targets) | Not disclosed | Not disclosed |
Stock Options – Outstanding (as of Dec 31, 2024)
| Grant (implied) | Strike | Expiration | Exercisable (#) | Unexercisable (#) | Monthly Vest (Unvested) |
|---|---|---|---|---|---|
| Option | $30.00 | 12/06/2030 | 5,333 | — | — |
| Option | $75.00 | 11/15/2031 | 3,431 | 993 | 90 shares/month |
| Option | $19.35 | 03/20/2033 | 5,542 | 7,125 | 264 shares/month |
| Option | $7.05 | 05/15/2034 | 24,217 | — | — |
Initial equity grant structure: 455,000 options; 25% vested on the one-year anniversary; balance vested over 36 equal monthly installments thereafter.
Equity Ownership & Alignment
Beneficial Ownership (as of Aug 26, 2025; shares outstanding: 8,301,204)
| Holder | Shares of Common | Shares Underlying Options & Warrants | Total Beneficial | % of Class |
|---|---|---|---|---|
| J. Cogan | 236,300 | 45,572 | 281,872 | 3.4% |
- Trust holdings: 52,042 common shares and 3,596 warrants are held across the Cogan/Goldberg Living Trust and two irrevocable trusts; Cogan is trustee and disclaims beneficial ownership apart from pecuniary interests.
- Anti-hedging/pledging: Company policy prohibits hedging and pledging/margin accounts; exceptions require advance written CFO approval. Pre-clearance of all transactions is required (CFO-authorized).
- Stock ownership guidelines: Not disclosed.
Employment Terms
| Term | Provision |
|---|---|
| Nature | At-will; no fixed term |
| Severance (involuntary, no Cause) | 12 months base salary + pro-rated target bonus for time worked that year |
| Change of Control | Double-trigger acceleration: if terminated other than for Cause in connection with/anticipation of a CoC through one year post-close, 100% of unvested options accelerate |
| Non-compete / Non-solicit | Not disclosed |
| Clawback | Not disclosed |
| 10b5-1 / Blackout | Plans require CFO approval; quarterly blackout from 15th day after quarter-end until 48 hours post-earnings |
| Pre-clearance | All securities transactions must be pre-cleared; CFO authorizes clearance |
Investment Implications
- Alignment: Cogan’s 3.4% beneficial stake and significant options indicate meaningful long-term equity exposure; the company’s emphasis on equity over cash strengthens pay-performance alignment.
- Retention risk: Multi-year vesting schedules and option expirations from 2030–2034 suggest ongoing retention hooks; double-trigger CoC acceleration mitigates downside in a sale but can increase near-term equity supply risk if termination occurs post-transaction.
- Insider selling pressure: Quarterly blackout windows and mandatory pre-clearance reduce opportunistic selling; hedging/pledging prohibitions limit leverage-driven forced sales.
- Pay-for-performance: No annual cash bonus payouts in 2023–2024 despite a formal plan; compensation mix remains skewed to options, signaling cash conservation and long-term orientation.
- Execution track record: FY2024 shows narrowing losses and improving EBITDA versus prior years*, a constructive trajectory under Cogan’s financial oversight, albeit from a small revenue base. *
*Values retrieved from S&P Global.