Gregory Moss
About Gregory Moss
Independent Class I director nominee (age 42) with a legal and business background. Appointed to the AVR board on June 7, 2025; standing for election to a three-year term ending at the 2028 annual meeting. Education includes BA and LLB from Macquarie University (Australia); admitted to the bars of New York and New South Wales, with admissions before the U.S. Supreme Court, SDNY, Supreme Court of NSW, and High Court of Australia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kadmon (Sanofi Company) | EVP, General Counsel, Corporate Secretary, Chief Compliance Officer | 2012–2021 (acquisition in 2021) | Led legal, compliance, and BD through $1.9B acquisition |
| Australian law firm (corporate risk) | Solicitor | Prior to 2012 | Corporate risk practice |
| NY boutique law firm & hedge fund | Associate | Prior to 2012 | Complex litigation and event-driven outcomes |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Evommune, Inc. | Chief Business & Legal Officer; Corporate Secretary; Chief Compliance Officer | Current | Senior operating and governance role |
| Vitls, Inc. | Director | Current | Board service |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; not currently on Audit & Risk or Compensation Committees .
- Independence: Board determined Gregory Moss is independent under NASDAQ rules .
- Tenure and term: Class I nominee to serve until the 2028 annual meeting if elected .
- Meeting attendance: Board held 14 meetings in FY2024; Audit & Risk 7; Compensation 1; Nominating & Corporate Governance 0. Each then‑serving director attended 100% of Board and relevant committee meetings during that period (note: Moss joined in 2025) .
- Board leadership: Independent Chair; CEO and Chair roles separated; risk oversight across committees; governance guidelines posted .
Fixed Compensation
| Component | Amount/Policy | Timing/Notes |
|---|---|---|
| Cash retainer (Moss) | $32,102 | From appointment (June 7, 2025) through Annual Meeting date |
| Non‑Employee Director cash policy (2024 rates) | Board member $45,000; Committee member: Audit $10,000; Compensation $7,500; Nominating & Governance $5,000; Committee chairs: Audit $20,000; Compensation $15,000; N&G $10,000; Non‑Exec Chair $150,000 | Paid monthly; 2025 cash retainers increased by 3% from 2024 levels |
Performance Compensation
| Award | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Initial NED RSUs (appointment) | 52,742 RSUs (fair value $250,000) | One‑third on each of the first three anniversaries of June 7, 2025, subject to service | Requires stockholder approval; NED RSU Agreement terms apply |
| FY25 annual RSUs (prorated) | $61,644 grant‑date value; RSU count determined by closing price on grant date | Vests on earlier of first anniversary of grant or next annual meeting, subject to service | Requires stockholder approval; FY25 RSU Agreement terms apply |
| Change‑in‑control treatment | Accelerated vesting in full | Upon change in control | Applies to NED RSUs and FY25 RSUs |
Performance metrics table (director equity awards are service‑based; no financial/ESG metrics):
| Metric | Applies? | Detail |
|---|---|---|
| Revenue growth | No | Director RSUs vest based on continued service; no performance metrics disclosed |
| EBITDA/TSR/ESG goals | No | Not applicable to director RSUs |
| Service condition | Yes | Time‑based vesting as noted above |
| Change‑in‑control | Yes | Full acceleration upon change in control |
Governance notes:
- Moss will abstain from voting on his own RSU proposals (Proposal Ten) due to personal interest .
Other Directorships & Interlocks
| Company | Role | Committee roles elsewhere | Interlocks/Conflicts |
|---|---|---|---|
| Vitls, Inc. | Director | Not disclosed | No AVR‑related transactions disclosed |
| Evommune, Inc. | C‑level governance roles | Not a public board; management role | No AVR related‑party transactions disclosed; related‑party policy requires Audit & Risk Committee approval for transactions >$120,000 |
Compensation Committee interlocks: During FY2024, committee members were Seaberg, Denaro, Gu; no cross‑board interlocks with AVR executives reported .
Expertise & Qualifications
- Domains: Corporate law, compliance, business development; public company transactions (Kadmon sale) .
- Legal credentials: BA/LLB (Macquarie); admissions to major courts and bar associations in U.S. and Australia .
- Board qualification: Considered independent under NASDAQ rules; experience aligned with nominating/governance responsibilities .
Equity Ownership
| Holder | Beneficial Ownership (Common & CDIs) | % of Class |
|---|---|---|
| Gregory Moss | — (less than 1%) | * (less than 1%) |
Notes:
- Beneficial ownership table as of October 15, 2025; RSUs vesting within 60 days would be counted for that individual—none indicated for Moss at that date .
- Hedging & pledging prohibited; directors cannot short, hedge, or pledge company securities; margin accounts prohibited .
Governance Assessment
- Board effectiveness: Moss strengthens governance/legal/compliance depth; serves on Nominating & Corporate Governance Committee; independence affirmed under NASDAQ rules .
- Alignment: Initial $250,000 RSU grant (52,742 units) and prorated FY25 RSUs ($61,644) help build skin‑in‑the‑game from a low starting ownership base; vesting is service‑based rather than performance‑based .
- Policies and safeguards: Clawback policy compliant with NASDAQ; strong insider trading policy banning hedging/pledging; related‑party transactions subject to Audit & Risk Committee review .
- Attendance and engagement: Board and committee attendance reported at 100% for then‑serving directors in FY2024; Moss joined in 2025 but board’s cadence and expectations are clear .
- Potential conflicts: External executive role at Evommune and directorship at Vitls present theoretical conflict risk if dealings with AVR occur; no related‑party transactions involving Moss are disclosed, and committee oversight/policies mitigate risk .
- Red flags:
- RSU change‑in‑control single‑trigger acceleration for directors (full vesting) may be viewed as less performance‑aligned; typical but a yellow flag for pay‑for‑performance purists .
- Option exercise price “adjustments” proposals are upward corrections to employee options; no board/senior management holdings affected—thus not a repricing red flag for directors .