Jay Moyes
BioCardiaAbout Jay Moyes
Independent director (Class III) at BioCardia, Inc. since 2011; age 71; nominated to serve through the 2028 annual meeting. He is the Audit Committee Chair and designated “audit committee financial expert,” and serves on the Compensation Committee. Credentials include MBA (University of Utah), BA in Economics (Weber State University), and formerly a CPA, with deep CFO and audit experience across life sciences and diagnostics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Myriad Genetics, Inc. | Chief Financial Officer; VP Finance | CFO: Jun 1996–Nov 2007; VP Finance: Jul 1993–Jul 2005 | Led finance at a public diagnostics company; built public company reporting |
| CareDx | Chief Financial Officer | 2008–2009 | Public molecular diagnostics finance leadership |
| Sera Prognostics, Inc. | Chief Financial Officer | Mar 2020–Jun 2023 | Women’s health diagnostics; CFO leadership |
| Amedica Corporation | Director; Chief Financial Officer | Director: 2012–2014; CFO: 2013–2014 | Orthopedics; public company finance |
| Genmark (privately held) | VP Finance & CFO | 1991–1993 | Private genetics company finance leadership |
| KPMG | Various roles | 1979–1991 | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Puma Biotechnology (NYSE: PBYI) | Director | Apr 2012–present | Public company board service |
| Achieve Life Sciences | Director | 2018–present | Public company board service |
| Osiris Therapeutics (NASDAQ: OSIR) | Director; Audit Committee Chair | May 2006–Dec 2017 | Audit oversight at biosurgical company |
| Integrated Diagnostics (private) | Director; Audit Committee Chair | 2011–2016 | Molecular diagnostics audit leadership |
| Utah Life Science Association | Board of Trustees Member | 1999–2006 | Industry ecosystem engagement |
Board Governance
- Independence: Board determined Moyes is independent under Nasdaq and Exchange Act Rule 10A-3 .
- Committee assignments: Audit Committee (Chair; financial expert); Compensation Committee (member). Audit Committee held seven meetings in 2024; Compensation Committee held one .
- Attendance: Board held 10 meetings in 2024; each director attended at least 75% of board and committee meetings. Non-employee directors did not attend the 2024 annual meeting of stockholders (note for engagement optics) .
- Classification/tenure: Class III; term expiring at the 2025 meeting; nominated to 2028 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (base) | $40,000 | Non-employee director base fee |
| Audit Committee Chair fee | $15,000 | Chair premium |
| Compensation Committee member fee | $6,000 | Member fee |
| 2024 cash actually paid (Fees Earned) | $61,000 | Matches base + chair + committee member fees |
| 2024 option awards (grant-date fair value) | $1,966 | ASC 718 valuation |
| 2024 total | $62,966 | Cash + option awards |
Director compensation schedule (equity element): An award of 829 stock options was granted to each incumbent non-employee director on Oct 11, 2024, vesting on Oct 11, 2025 .
Performance Compensation
| Equity Award | Grant Date | Quantity | Strike Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Annual director stock options | Oct 11, 2024 | 829 | Not disclosed | Cliff vest Oct 11, 2025 | Not disclosed |
| Aggregate options outstanding (12/31/2024) | — | 3,573 | Not disclosed | Fully vested & exercisable | Not disclosed |
Change-in-control treatment (non-employee directors): All non-employee director awards fully vest; options/SARs become exercisable; restrictions on RS/RSUs lapse; performance awards deemed achieved at 100% target levels (single-trigger at change-in-control if awards not assumed/substituted) .
No director performance metrics (e.g., revenue/TSR-based PSUs) are disclosed for Moyes; director equity is primarily time-vested stock options .
Other Directorships & Interlocks
| Company | Industry | Role | Interlock/Conflict Note |
|---|---|---|---|
| Puma Biotechnology (PBYI) | Oncology therapeutics | Director | No disclosed conflict with BCDA’s cardiovascular focus |
| Achieve Life Sciences | Smoking cessation | Director | No disclosed conflict with BCDA |
| Osiris Therapeutics (legacy) | Biosurgery | Former Director; Audit Chair | Historical role; no current interlock |
| Integrated Diagnostics (private) | Molecular diagnostics | Former Director; Audit Chair | Private co.; no public interlock |
No related-party transactions reported involving Moyes; related-party disclosures cover other directors/executives (e.g., litigation funding with Andrew Blank; insider participation in offerings) and do not list Moyes .
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; “audit committee financial expert”; former CPA; multi-decade CFO experience in public diagnostics/biotech companies .
- Governance: Extensive audit chair history; seasoned director at multiple public companies .
- Education: MBA (University of Utah); BA Economics (Weber State University) .
Equity Ownership
| Holder | Common Shares | Options (vested/exercisable within 60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Jay M. Moyes | 3,616 | 3,573 | 7,189 | ~0.07% (7,189 / 10,612,734) |
- Shares pledged/hedged: Company insider trading policy prohibits hedging and pledging of company securities for all directors and employees .
Insider Trades & Section 16(a) Compliance
| Item | Status | Note |
|---|---|---|
| Section 16(a) timeliness (2024) | Compliant | Company identifies one late Form 4 for Edward Gillis; none for Moyes |
| Reported Form 4 activity for Moyes | Not disclosed in proxy | Refer to SEC EDGAR for current Form 4s; proxy does not enumerate director-by-director trading |
Governance Assessment
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Strengths
- Deep finance/accounting expertise aligns with Audit Chair role; designated financial expert; enhances oversight of reporting/internal controls .
- Clear independence; no related-party transactions disclosed involving Moyes; sits on only non-overlapping public boards vis-à-vis BCDA’s focus .
- Pay mix oriented to service-linked equity (options) and modest cash retainers/committee fees; change-in-control provisions standard for directors .
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Watch items
- Engagement optics: Non-employee directors did not attend the 2024 annual meeting; while attendance is not required, investor-sensitive optics favor visible engagement at annual meetings .
- Director equity exposure is limited (beneficial ownership ~0.07%); while pledging is prohibited (positive), low absolute ownership may temper alignment signaling in micro-cap contexts .
- Compensation Committee met only once in 2024; ensure robust cadence as equity plans evolve (evergreen increases; plan restatement) .
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Overall: Moyes offers strong audit governance and financial oversight, with clean independence and no related-party exposure. Addressing shareholder-facing engagement (annual meeting presence) and maintaining active Compensation Committee oversight amid plan amendments will support investor confidence .