Scott Baskin
About Scott Baskin
Scott D. Baskin, age 71, has served on AVD’s board since January 2014. He is an independent director, Lead Director, and a seasoned litigator with a 35-year career at Irell & Manella focused on intellectual property, technology, real estate, business torts, and securities; he holds a B.A. from Stanford and a J.D. from Yale, with prior roles as a Yale Law School assistant instructor and clerk to Judge Y.C. Choy of the U.S. Court of Appeals for the Ninth Circuit . As Lead Director, he presides over executive sessions and sets board agendas, and the company has formally separated the Chair and CEO roles as of December 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Irell & Manella LLP | Litigator (IP, technology, securities) | 35-year career; retired end of 2013 | Extensive IP/legal acumen supporting technology innovation context |
| U.S. Court of Appeals for the Ninth Circuit | Judicial Clerk to Hon. Y.C. Choy | Not disclosed | Appellate clerkship; legal rigor |
| Yale Law School | Assistant Instructor | Not disclosed | Academic training experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Frequent lecturer/writer | Author/speaker on IP/trial practice | Not disclosed | Publications in IP rights, patent infringement, trial prep, discovery |
Board Governance
- Independence: Board deems Baskin independent; seven of nine nominees are independent (excluding CEO Dak Kaye and Mark Bassett due to consulting in 2024) .
- Attendance: Board met 17 times in 2024; all directors attended 100% of regular meetings and at least 75% of special/committee meetings; Baskin presides over regular executive sessions as Lead Director .
- Roles:
- Lead Director; sets agendas .
- Risk Committee Chair; cybersecurity liaison to management; risk oversight and reporting structured via CPRSC .
- Audit Committee member .
- Nominating & Corporate Governance (N&CG) Committee member .
| Committee | Role | Meetings (FY2024) | Key Oversight Notes |
|---|---|---|---|
| Risk | Chair | 4 | Risk owners/accountability; resources; culture of monitoring; all directors typically attend |
| Audit | Member | 5 | Financial reporting, internal controls, auditor oversight (Deloitte) |
| N&CG | Member | 4 | Board evaluations, succession planning, committee assignments |
| Board (executive sessions) | Lead Director | Regular | Presides; email channel for stakeholders to non-management directors |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $150,000 | $150,000 |
| Stock Awards (grant-date fair value) | $40,000 | $40,000 |
| Option Awards | — | — |
| Total | $190,000 | $190,000 |
- Director pay structure (FY2024): Cash retainer $60,000; annual equity $80,000; Lead Director premium $25,000; Committee chair premiums: Audit $10,000, Finance $8,000, Compensation $7,000, N&CG and Risk $5,000; Committee member retainers: Audit $10,000, Finance $10,000, Compensation $7,500, N&CG/Risk $5,000; per-meeting fees $0; special assignment per diem $2,000 and conditional meeting fee $1,500 if >2 scheduled .
Performance Compensation
| Performance-Conditioned Elements for Non-Management Directors | Details |
|---|---|
| Equity award design | Annual director stock awards vest immediately; not performance-conditioned |
| Stock ownership guideline (directors) | Must accumulate and hold shares equal to first four full years of grants; thereafter may elect to receive up to half of subsequent stock award in cash |
| Hedging/margin prohibition | Directors prohibited from hedging and holding Company securities in margin accounts |
AVD does not disclose performance metrics (e.g., revenue growth, EBITDA, TSR hurdles) for director compensation; director equity vests on grant without performance conditions .
Other Directorships & Interlocks
- Compensation Committee interlocks: None disclosed in 2024; no member served on another public company board where an AVD officer/director also served .
- Other public company directorships for Baskin: Not disclosed in the proxy.
Expertise & Qualifications
- Legal/Compliance: 35-year IP and complex litigation practice; appellate clerkship; academic instruction .
- Governance: Lead Director; Risk Chair; Cybersecurity Liaison to management; Audit and N&CG member .
- Education: B.A. Political Science & History (Stanford); J.D. (Yale Law School) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Scott D. Baskin | 33,187 | Under 1% |
- Director ownership policy: Require accumulation equal to first four years of stock grants; immediate vesting of director awards facilitates holding; no hedging/margin accounts allowed .
Fixed vs Equity Mix (Signal)
| Year | Cash ($) | Equity ($) | Total ($) | Cash % | Equity % |
|---|---|---|---|---|---|
| 2023 | 150,000 | 40,000 | 190,000 | 79% | 21% |
| 2024 | 150,000 | 40,000 | 190,000 | 79% | 21% |
Consistent cash-heavy mix signals role-driven retainers (Lead Director, committee work) rather than performance-conditioned equity, typical for independent directors .
Governance Assessment
- Board leadership and independence: Baskin serves as independent Lead Director, presiding over executive sessions and setting board agendas; roles of Chair and CEO were separated upon the appointment of CEO Douglas Kaye in Dec 2024—supports objectivity and investor confidence .
- Risk oversight and cybersecurity: As Risk Committee Chair and Cybersecurity Liaison, Baskin anchors formal risk governance with regular committee cadence and direct reporting from the CPRSC to the board—positive for operational risk visibility .
- Attendance and engagement: 100% attendance at regular board meetings across directors, with active special/committee participation; Baskin leads regular executive sessions—strong engagement signal .
- Ownership alignment and safeguards: Director stock holding requirements (first four years of grants), immediate vesting of director stock awards, and anti-hedging/margin prohibitions align interests and reduce misalignment risk .
- Red flags to monitor: Company disclosed an identified material weakness in internal controls over financial reporting requiring remediation—heightened audit/risk committee oversight expectations for Baskin as Risk Chair and Audit member . Presence of a non-independent director (Mark Bassett) due to consulting fees and service in 2024 (including Office of CEO) warrants ongoing independence vigilance by N&CG and Lead Director .
- Shareholder support context: Advisory Say-on-Pay has averaged ~89% over the past three years, with recent approvals of ~93% (2024), indicating broad investor support for compensation governance, though 2024 performance challenges were acknowledged .
Overall, Baskin’s profile—legal rigor, independent lead role, and risk/cyber oversight—supports board effectiveness, while internal control remediation and one non-independent director increase governance scrutiny requirements .