Michael Leabman
About Michael Leabman
Founder of Movano Inc.; Chief Technology Officer since April 1, 2021; Director since January 2018. Age 52; holds B.S. and M.Eng. in Electrical Engineering from MIT; serial entrepreneur with 200+ patents in smart antenna arrays for telecom/power, and prior founding roles at Energous (CTO; director), TruePath Wireless, and DataRunway Inc. . The proxy does not disclose TSR, revenue growth, or EBITDA growth associated with his tenure or incentive metrics; executive pay emphasizes base salary and long-dated stock options over cash bonuses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Energous Corporation (Nasdaq: WATT) | Chief Technology Officer | Oct 2013–Jan 2018 | Led wireless charging technology development; scaling IP portfolio . |
| Energous Corporation (Nasdaq: WATT) | Director | Oct 2012–May 2018 | Board oversight during early commercialization . |
| TruePath Wireless | Founder & President | Not disclosed | Built broadband communications provider/equipment ventures . |
| DataRunway Inc. | Founder & CTO | Not disclosed | Provided broadband internet to airlines; wireless communications . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed currently | — | — | No current public-company directorships beyond Movano disclosed for Leabman . |
Fixed Compensation
Multi-year executive compensation (reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $315,000 | $315,000 | $347,500 |
| Option Awards – Grant-Date Fair Value ($) | $107,500 | $105,404 | $268,876 |
| Non-Equity Incentive Plan Compensation ($) | $281,925 | — | — |
| All Other Compensation ($) | — | — | — |
| Total ($) | $704,425 | $420,404 | $616,376 |
Base salary and bonus eligibility terms (offer letter history):
| Item | Terms |
|---|---|
| Base Salary Progression | Initial $250,000; adjusted to $315,000 (Jan 2022); adjusted to $375,000 (June 2024) . |
| Target Bonus % | 100% of base (2024 proxy); updated to 80% of base by 2025 proxy (board discretion applies) . |
| Bonus Plan | Annual performance bonus plan; specific metrics not disclosed . |
Performance Compensation
Non-cash equity incentives and realized/eligible variable pay:
- Annual cash bonus: disclosed amounts paid only; no metric detail in proxies (2022 paid $281,925; none in 2023–2024) .
Key outstanding option grants and vesting mechanics (Dec 31, 2024 standing):
| Grant | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Legacy option | 36,000 | — | 5.70 | 11/18/2029 | Fully/partially vested per grant terms . |
| 2023 grant | 3,938 | 5,063 | 19.35 | 3/20/2033 | Unvested portion vests 188 shares monthly . |
| 2024 grant | 75,848 | — | 7.05 | 5/15/2034 | Unvested portions vest 469 shares monthly (CEO footnote; CTO grants follow similar schedule where applicable) . |
Option award vesting detail examples:
- 2023 option footnote: vests in equal monthly installments of 188 shares .
- CEO grants show monthly tranche patterns (e.g., 469 shares/month); CTO grants follow plan’s monthly vesting cadence per award .
Equity Ownership & Alignment
Beneficial ownership trend:
| As-of Date | Common Shares | Options/Warrants | Total Beneficially Owned | % of Class |
|---|---|---|---|---|
| Apr 15, 2023 | 28,457 | 487,054 | 515,511 | 1.2% |
| May 16, 2024 | 53,457 | 1,731,654 | 1,785,111 | 1.8% |
| Aug 26, 2025 | 216,163 | 118,258 | 334,421 | 4.0% |
Notes:
- October 2024 reverse split 1-for-15 changed share counts outstanding; percentage stakes reflect period base (8,301,204 shares outstanding as of Aug 26, 2025) .
- Separate 5% holder: Leabman Holdings, LLC beneficially owns 500,335 shares (5.9%) as of Aug 26, 2025; DvineWave Irrevocable Trust is sole member/manager; trustees hold voting/dispositive power (ownership attributed per Schedule 13G filers) .
- Company policy prohibits directors/officers/employees from engaging in transactions in publicly traded options (anti-hedging); Insider Trading, Anti-Hedging and Pledging Policies cited, though specific pledging prohibitions are not detailed in the proxy text .
Insider capital participation (aligned signals):
| Offering | Date | Securities Purchased by Leabman | Consideration |
|---|---|---|---|
| January 2023 underwritten | Jan 31, 2023 | 17,857 shares; 8,929 warrants (pre-split) | $25,000 |
| June 2023 underwritten | Jun 15, 2023 | 25,000 shares (pre-split) | $25,000 |
| January 2023 (reverse-split figures shown in 2025 proxy) | Jan 31, 2023 | 1,190 shares; 595 warrants (post-split equivalent presentation) | $25,000 |
Employment Terms
| Provision | Detail |
|---|---|
| Employment status | At-will; amended and restated offer letter effective Nov 29, 2019; first amendment Feb 10, 2021 . |
| Severance (no Cause) | 12 months base salary + pro-rated target bonus for year of termination . |
| Change-in-Control (CIC) | Double-trigger: if terminated by Company other than for Cause during the period prior to/around CIC and up to one-year after consummation, 100% of unvested options accelerate . |
| Cause definition (examples) | Felony involving fraud/misappropriation/embezzlement/dishonesty; repeated willful failure to perform; uncured material breach; violation of confidentiality/IP agreements . |
| Benefits | Eligible for Company health insurance and employee benefit plans . |
| Clawback | Company’s Omnibus Incentive Plan subjects awards to clawback/cancellation/recoupment per policy and applicable law . |
Board Governance (service history, committees, independence)
- Director since January 2018; currently Class I director nominee (2025) alongside Chair Emily Wang Fairbairn .
- Committee membership: none (Audit, Compensation, Corporate Governance & Nominating comprised of independent directors) .
- Independence: Not independent (management director); Board has independent Chair; separation of Chair/CEO roles .
- Board meetings: Board met 10 times in 2024; no director attended less than 75% of meetings for applicable periods; committee meeting cadences disclosed (Audit: 4; Compensation: 3; CG&N: 0 in 2024) .
Compensation Structure Analysis
- Shift toward equity: Consistent emphasis on stock options over cash bonuses; zero non-equity incentive payouts in 2023–2024 vs. payout in 2022; option grant fair values rose in 2024 ($268,876 vs. $105,404 in 2023) .
- Cash comp increasing: Base salary moved from $315k (2022/2023) to $375k (effective June 2024), with reported 2024 salary of $347.5k for the year .
- Target bonus calibration: Target reduced in 2025 proxy (80% of base) vs. 100% in 2024 proxy, suggesting alignment with liquidity/retention priorities and board discretion .
Risk Indicators & Red Flags
- Anti-hedging policy: Prohibits derivatives; pledging policy referenced but not explicitly detailed in proxy narrative .
- Reverse splits/Listing risk: Company executed 1-for-15 reverse split in Oct 2024 to regain Nasdaq bid-price compliance; sought additional reverse split authority in 2025 amid continued listing pressure and delayed 10-Q; governance focus on capital structure flexibility .
- Material weaknesses: Disclosed control environment and ITGC/process-level weaknesses in 2023/2024, though not tied specifically to executive misconduct; auditor change in June 2025 .
Suggested Trading/Retention Signals
- Monthly vesting cadence on options leads to a steady stream of potential exercisable shares; monitor Form 4 filings for actual selling to gauge supply pressure (policy restricts derivatives) .
- Insider participation in 2023 offerings indicates capital alignment; absence from April 2024 private placement among insiders may reflect timing or personal capital allocation choices .
Investment Implications
- Alignment: Large personal ownership, board seat, founder status, and long-duration option incentives suggest strong skin-in-the-game; double-trigger CIC acceleration protects retention through strategic processes .
- Retention risk: Competitive cash comp uplift (to $375k) and bonus eligibility mitigate near-term attrition risk; clawback and at-will terms maintain governance discipline .
- Selling pressure: Monthly vesting schedules and post-split float dynamics warrant monitoring of insider transactions; no pledging detail is disclosed, but anti-hedging policies reduce risk of misaligned hedging .
- Governance quality: Independent Chair and committee structure with no management participation support oversight; ongoing capital actions (reverse splits/authorized share increases) reflect financing and listing constraints that can influence executive incentive outcomes and equity value .