Chris Nolet
About Chris W. Nolet
Independent director with 40+ years in audit and life sciences; age 68; serves on AVBP’s board since September 2023. Former audit partner at Ernst & Young (EY) and prior partner at PricewaterhouseCoopers (PwC); retired California CPA; recognized by AVBP as the Audit Committee Financial Expert and chairs the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Audit Partner; led West EY Life Sciences Industry Group | Nov 2001 – Jun 2019 | Life sciences leadership; extensive audit oversight |
| PricewaterhouseCoopers LLP | Partner | 1991 – 2001 | Senior audit leadership |
| California Life Sciences (industry association) | Executive Committee; Finance Committee Chair | 2000 – Feb 2024 | Finance leadership and industry governance |
| Biotechnology Innovation Organization (BIO) | Finance & Investment Committee; Emerging Companies Section | Not specified | Industry policy and emerging company advocacy |
External Roles
| Company | Role | Tenure | Committee Roles/Notes |
|---|---|---|---|
| Jasper Therapeutics, Inc. | Director | Since Sep 2021 | Not disclosed |
| Revance Therapeutics, Inc. | Director | Jul 2019 – Feb 2025 | Not disclosed |
| PolarityTE, Inc. | Director | Apr 2020 – Jan 2023 | Not disclosed |
| Ambrx Biopharma Inc. | Director | Jan 2021 – Nov 2021 | Not disclosed |
| Viela Bio, Inc. | Director | Aug 2019 – Mar 2021 (acquired) | Interlock note: AVBP CEO Yao formerly CEO/Chair at Viela |
Board Governance
- Committees: Audit (Chair), Nominating & Corporate Governance (Member) .
- Independence: Board determined Nolet independent under Nasdaq and SEC rules; only Yao and Lutzker are non-independent due to executive roles .
- Attendance and engagement: Board met 6 times; committees met 12 times in 2024; no director attended fewer than 75% of board and committee meetings they served on . Audit Committee met 5 times (Nolet is Chair); Compensation Committee met 4 times; Nominating & Governance met 3 times .
- Audit Committee Financial Expert: Board designated Nolet as the “audit committee financial expert” per SEC/Nasdaq rules .
- Lead Independent Director: Role held by Kristine Peterson with defined responsibilities for independent director sessions and liaison functions .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, related-party transactions, and cybersecurity risk; meets privately with external auditor and CEO .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $65,000 | Actual cash retainer received in FY2024 |
| Committee Role | Audit Chair; Nominating Member | Role informs fee mix under policy (see below) |
Non-Employee Director Retainer Policy (amended & restated March 2025):
| Position | Annual Retainer |
|---|---|
| Board Member | $45,000 |
| Lead Independent Director | $30,000 |
| Audit Committee Chair | $20,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Chair | $15,000 |
| Compensation Committee Member | $7,500 |
| Nominating & Corporate Governance Chair | $10,000 |
| Nominating & Corporate Governance Member | $5,000 |
Performance Compensation
| Component | Detail | Vesting / Metrics |
|---|---|---|
| Option Awards (2024) | $278,525 grant-date fair value | Director options under policy are time-based (initial grant FV $352,000 vesting annually over 3 years; annual grant FV $235,000 vesting at next annual meeting) |
| Performance Metrics Tied to Director Equity | None disclosed | Director awards are time-based; no performance metric linkage disclosed |
Other Directorships & Interlocks
| Relationship | Detail | Potential Impact |
|---|---|---|
| Viela Bio interlock | Nolet was a director at Viela; AVBP CEO Yao was prior Viela CEO/Chair | Information flow/network tie; no current related-party transaction disclosed |
| Investor-affiliated directors at AVBP | OrbiMed (Dr. Carl Gordon), Sofinnova (Dr. James Healy) hold >5% stakes and are represented; audit committee reviews related-party transactions | |
| Auditor change | AVBP changed auditor from KPMG to PwC on Mar 11, 2025; no disagreements, prior material weaknesses remediated by Dec 31, 2024 | Signals strengthening controls; audit committee oversight |
Expertise & Qualifications
- Financial and audit expertise: decades as Big Four audit partner; AVBP-designated audit committee financial expert .
- Life sciences industry leadership: Led West EY Life Sciences group; broad biotech board experience .
- Credentials: B.S. in Accounting (San Diego State University); retired CPA (California) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Chris W. Nolet | 23,363 | <1% | Consists of options exercisable as of April 21, 2025 or within 60 days |
Policy protections:
- Insider trading policy prohibits short sales, pledging/margin, and hedging; pre-clearance required; quarterly blackouts apply .
Governance Assessment
- Strengths: Independent director; chairs Audit Committee; designated audit financial expert; strong attendance; explicit oversight of related-party transactions and cybersecurity; insider trading policy prohibits pledging/hedging; recent remediation of material weaknesses and orderly auditor transition to PwC with no disagreements .
- Alignment: Director pay mixes cash retainer plus time-based option grants; 2024 total $343,525 with $65,000 cash and $278,525 equity; beneficial ownership aligns via options, though small stake (<1%) typical for non-employee directors .
- Potential conflicts: Historic network interlock via Viela Bio (Nolet ex-director; Yao ex-CEO/Chair) but no related-party transactions disclosed involving Nolet; investor-affiliated directors (OrbiMed, Sofinnova) subject to audit committee review of related-party transactions .
- RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions involving Nolet, attendance shortfalls, or option repricing; prior internal control weaknesses remediated by year-end 2024, which is a positive signal for audit oversight under his chairmanship .