Shaheen Wirk
About Shaheen Wirk
Dr. Shaheen Wirk (age 48) is an independent Class III director of Movano Inc. (MOVE), appointed on January 2, 2025, with a term through the 2027 annual meeting; he serves on the Audit Committee . He is the founder and CIO of Palkon Capital (healthcare-dedicated investment firm launched with Julian Robertson/Tiger Management), and previously was a senior analyst at Bridger Capital; he has research training in oncology and trauma surgery (MD Anderson, Duke, Rabin Medical Center) and earned his M.D., MBA, and B.S. from Duke University . The Board formally classifies Wirk as independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Palkon Capital Management | Founder & Chief Investment Officer | Not disclosed | Healthcare-dedicated investment, launched with Julian Robertson/Tiger Management |
| Bridger Capital | Senior Analyst | Not disclosed | Healthcare investments |
| Blue Cotinga (advisory firm) | Founder | Not disclosed | Advisory work in healthcare |
| MercuryMD | Early employee | Not disclosed | Company later acquired by Thomson Corp |
| MD Anderson, Duke University Medical Center, Rabin Medical Center (NIH Fogarty program) | Research training in oncology and trauma surgery | Not disclosed | Clinical research training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tvardi Therapeutics | Director | Not disclosed | Private biotech; no MOVE-related transactions disclosed |
| Duke University School of Medicine | Medical Alumni Council (leadership group) | Not disclosed | Academic affiliation |
Board Governance
- Committee assignments: Audit Committee member; Audit is chaired by Brian Cullinan with members Emily Fairbairn and Dr. Wirk .
- Independence: The Board determined Wirk is independent (Nasdaq 5605(a)(2)) .
- Board structure: Independent Chair (Emily Wang Fairbairn), separating Chair and CEO roles .
- Attendance norms: In 2024, the Board met 10 times and no director attended <75% of Board/committee meetings; the Audit Committee met 4 times, Compensation 3 times, Corporate Governance & Nominating did not meet; Wirk joined in 2025 .
- Annual meeting attendance: All but two directors attended the 2024 annual stockholder meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director policy |
| Committee chair fees | $20,000 (Audit), $10,000 (Compensation), $25,000 (Chair of the Board) | Applies only if serving as chair (Wirk is not a chair) |
Performance Compensation
| Equity Award | Grant Date | Quantity | Vesting/Terms | Notes |
|---|---|---|---|---|
| Initial stock options | Jan 2, 2025 | 13,300 shares | Omnibus Plan; standard director vesting applies | Granted upon appointment |
| Annual option award | Each year | 10,000 shares | Time-based; director options vest 1/48 monthly with continuous service | Non-employee director policy for 2025 |
Clawback: Awards under the Omnibus Plan are subject to clawback/cancellation/recoupment per the company’s clawback policy and applicable law .
Change-in-control mechanics: The Omnibus Plan permits acceleration/assumption/cash-out of awards upon a CIC at the Administrator’s discretion .
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlocks | Potential Conflict |
|---|---|---|---|---|
| Tvardi Therapeutics | Private | Director | None disclosed with MOVE | None disclosed; Item 404(a) negative at appointment |
| Duke School of Medicine (MAC) | Non-profit/Academic | Council member | None disclosed with MOVE | None disclosed |
Expertise & Qualifications
- Healthcare investing expertise (20+ years in public and private life sciences), founder/CIO of Palkon Capital; prior senior analyst at Bridger Capital .
- Medical training and research (oncology/trauma surgery) with MD Anderson, Duke, and Rabin Medical Center (NIH Fogarty International); MD/MBA/BS from Duke .
- Board service at Tvardi; academic leadership via Duke Medical Alumni Council .
Equity Ownership
| Holder | Common Shares | Exercisable Options/Warrants (≤60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Shaheen Wirk | 47,727 | 2,494 | 50,221 | <1% (starred in proxy) |
Anti-hedging/pledging: Insider Trading Policy prohibits transactions in publicly traded options/derivatives; the proxy references anti-hedging and pledging policies under Insider Trading Policy .
Pledging: No specific pledging of shares disclosed for Wirk in beneficial ownership tables .
Governance Assessment
- Strengths: Independence; Audit Committee role; relevant healthcare investing and medical research background bolsters sector oversight; Board maintains independent chair structure .
- Alignment: Director pay mixes cash retainer with time-based equity (annual 10,000 options), supporting ownership alignment; initial grant of 13,300 options at appointment .
- Conflicts: No Item 404(a) related-party transactions for Wirk at appointment; no arrangements/understandings behind appointment .
- Risk context: Auditor transition in 2025 (Moss Adams resigned June 24, 2025; RBSM engaged Aug 13, 2025), with disclosed material weaknesses in internal controls; as Audit Committee member, remediation oversight is salient for investor confidence .
- Attendance baseline: Board/committee activity levels in 2024 were robust; Wirk’s attendance not evaluable for 2024 due to 2025 appointment .