Fuad Ahmad
About Fuad Ahmad
Fuad Ahmad (age 55) is a director nominee for Vicarious Surgical (RBOT) at the June 27, 2025 annual meeting; he is currently a Partner at FLG Partners (since 2013) and most recently served as CFO of Iridex (Nov 2020–Mar 2025) . He previously held CFO roles at Mitek Systems, Vaxart, Cutera, and Telenav; was SVP & CFO of Globalstar where he helped lead its IPO and over $1.5B in financings; and holds a B.S. in Finance from Brigham Young University . The Board has determined he is independent under NYSE/SEC rules, and if elected, expects him to chair the Audit Committee; he qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iridex Corporation (NASDAQ: IRIX) | Chief Financial Officer | Nov 2020 – Mar 2025 | Public company CFO; medtech finance and controls |
| Mitek Systems (NASDAQ: MITK) | Chief Financial Officer | Prior role (dates not specified) | Public company CFO experience |
| Vaxart, Inc. (NASDAQ: VXRT) | Chief Financial Officer | Prior role (dates not specified) | Public company CFO experience |
| Cutera, Inc. | Chief Financial Officer | Prior role (dates not specified) | Public company CFO experience |
| Telenav, Inc. | Chief Financial Officer | Prior role (dates not specified) | Public company CFO experience |
| Sezmi Corporation | Chief Financial Officer | Prior role (dates not specified) | Morgenthaler-backed; cloud software finance leadership |
| Globalstar Inc. (NASDAQ: GSAT) | SVP & Chief Financial Officer | Prior role (dates not specified) | Led IPO and public/private financings totaling >$1.5B |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FLG Partners | Partner | 2013 – present | CEO/CFO consulting and board advisory firm |
Board Governance
| Topic | Details |
|---|---|
| Independence | Board determined Ahmad is “independent” under NYSE and SEC rules |
| Nomination | Nominated April 21, 2025 for election at the 2025 annual meeting (9 total nominees) |
| Expected Committees | If elected, expected to serve as Audit Committee chair |
| Financial Expertise | Qualifies as an “audit committee financial expert” and financially sophisticated under NYSE rules |
| Other Committees (context) | Compensation Committee: Ho (Chair), Huss, Carr‑Brendel; Nominating & Governance: Ho (Chair), Fulop (Doherty expected to chair post‑meeting); Technology & Product: Huss (Chair), Carr‑Brendel |
| Board/Committee Activity FY2024 | Board met 6 times; committees met 11 times; no director attended fewer than 75% of meetings (Ahmad was not on the board in 2024) |
| Board size/structure | Nine directors elected annually; separate Chair/CEO roles; standard risk oversight via Audit Committee |
Fixed Compensation
Policy-based director cash retainers (actuals pro‑rated to service dates; if he becomes Audit Chair, amounts below would apply):
| Component | Amount (USD) | Basis |
|---|---|---|
| Board Member annual retainer | $40,000 | Non-Employee Director Compensation Policy |
| Audit Committee Chair | $18,000 | Committee chair retainer |
| Audit Committee Member (if not chair) | $6,300 | Committee member retainer |
| Compensation Committee Chair | $14,250 | Committee chair retainer |
| Compensation Committee Member | $5,500 | Committee member retainer |
| Nominating & Governance Chair | $10,000 | Committee chair retainer |
| Nominating & Governance Member | $4,650 | Committee member retainer |
| Technology & Product Chair | $14,250 | Committee chair retainer |
| Technology & Product Member | $5,500 | Committee member retainer |
Notes:
- Directors may elect to receive RSUs in lieu of cash retainers; reasonable expenses reimbursed per policy .
Performance Compensation
Director equity is time-based (not performance-metric driven); grants and vesting terms are standardized by policy and constrained by the equity plan.
| Equity Element | Grant Value | Vesting | Key Terms |
|---|---|---|---|
| Initial director RSU grant (upon joining) | $301,800 | Vests in equal monthly installments over 36 months | Grant on appointment/election; service-based vesting |
| Annual director RSU grant | $145,000 | Vests in equal monthly installments over 12 months | Granted at annual meeting if serving ≥6 months; prorated if <6 months |
| Dividend treatment | — | — | No dividends/dividend equivalents paid before vesting; any credited amounts vest on same schedule or are forfeited |
| Repricing/discounts | — | — | No discounted options or SARs; no repricing or exchanges without stockholder approval |
| Director award cap | — | — | Aggregate grant-date fair value (incl. cash) capped at $750,000 per director per year (higher cap in year of initial join) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlock Relevance |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Ahmad in the proxy |
Expertise & Qualifications
- Extensive public company CFO experience across medtech and technology, with capital markets depth (Globalstar IPO and >$1.5B financings) .
- Qualifies as an audit committee financial expert; expected to chair Audit, strengthening financial reporting oversight .
- Independence affirmed by Board under NYSE/SEC standards, supporting robust governance .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Notes |
|---|---|---|---|
| Fuad Ahmad | — | — | No beneficial ownership disclosed as of April 1, 2025 |
Additional context:
- Total outstanding as of record: 5,278,175 Class A and 653,990 Class B; Class B carries 20 votes/share vs. 1 vote/share for Class A (voting structure, not a holding) .
Governance Assessment
- Positive signals: Independent director with deep CFO experience and audit expertise; expected Audit Chair role and “financial expert” designation should enhance board oversight of financial controls, auditing, and compliance .
- Alignment and incentives: Director pay is a mix of modest cash retainers and service-vesting RSUs (initial $301.8k; annual $145k), with strict plan protections (no repricing, no liberal share recycling, dividend restrictions) that align directors to long-term shareholder value without short-term metrics gaming .
- Conflicts/related-party: The proxy discloses related-person transaction policies (Audit Committee oversight) and does not identify any related-party transactions involving Ahmad; no family relationships disclosed .
- Trading/hedging risk controls: Company insider trading policy prohibits short-term trading, short sales, and hedging transactions by directors, reducing misalignment risks .
- Attendance baseline: While Ahmad is a new nominee (no 2024 participation), the board recorded strong attendance in 2024 (≥75% for all directors), suggesting an engaged governance culture he would be joining .
RED FLAGS observed: None disclosed specific to Ahmad (no related-party transactions, no ownership pledges, no attendance issues noted for him as he is a new nominee) .
Related Party Transactions Policy (for conflict monitoring)
- Transactions >$120,000 with “related persons” require Audit Committee review for fairness; policy evaluates interest size, terms vs. third parties, business purpose, and benefits to the Company .
- Existing agreements disclosed relate to legacy registration rights and sponsor nomination rights (now expired), not to Ahmad .
Director Compensation Policy Snapshot (for pay-for-performance analysis)
| Item | Policy Detail |
|---|---|
| Cash retainers | Board member $40k; Audit Chair $18k; other committee retainers as listed above |
| Equity structure | Initial RSU $301.8k (36-month monthly vest); Annual RSU $145k (12-month monthly vest) |
| Award caps & protections | Non-employee director cap $750k/year; no option/SAR discounts; no repricing without stockholder approval; no pre-vest dividends |
| Equity plan share pool | As of Apr 1, 2025: 202,401 shares available; proposal to add 311,046 shares to 2021 Plan |
Notes on Board and Committee Structure (post‑election expectations)
- Audit Committee: Currently Carr‑Brendel, Fulop, Huss; if Ahmad is elected, he is expected to become chair; Fulop to retire after 2025 AGM .
- Compensation Committee: Ho (Chair), Huss, Carr‑Brendel; Doherty expected to join if elected .
- Nominating & Governance: Ho (Chair) now; Doherty expected to become chair post‑meeting .
- Technology & Product Committee: Established April 2025; Huss (Chair), Carr‑Brendel .
All citations: