David Moss
About David Moss
David J. Moss is co-founder of INmune Bio and served as CFO since the company’s formation in September 2015; he was appointed President & CEO and re-joined the board in 2025. He holds an MBA from Rice University and a BA in Economics from UC San Diego; age 54 as of the 2025 proxy . Company pay-versus-performance shows TSR for a $100 investment at $178.45 in 2023 and $73.66 in 2024 alongside net losses of approximately $30 million and $42 million, respectively, framing the company performance context during his executive tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Phoenix Partners (Seattle VC) | Managing Partner | 1996–2001 | Early-stage healthcare investing/operations experience . |
| Tamandare Explorations Inc. | CEO, sole director, majority shareholder | Nov 2010–Oct 2011 | Led specialty pharma; merged into Tonix Pharmaceuticals; resigned upon merger . |
| Reliant Service Group LLC | Founding investor | pre-2015 (sold 2015) | Backed services firm through exit to PE, demonstrating capital formation and exit experience . |
| Pegasi Energy Resources Corp. | Director | May 2007–Jan 2014 | Governance/oversight in energy sector . |
| INmune Bio | CFO, Treasurer, Secretary; Director (initial term) | CFO since Sep 2015; Director Sep 2015–Apr 2018 | Co-founder and finance leadership; initial board service at formation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Qilian International Holding Group Ltd. | Audit Committee Chair | Dec 2020–Feb 2022 | Oversight of financial reporting and controls . |
| Xiangtai Food Co. | Director; Audit Committee Chair | Aug 2019–Aug 2020 | Governance and audit oversight in consumer sector . |
| Tonix Pharmaceuticals (via merger) | Resigned roles at closing | Oct 2011 | Executed corporate transaction; exited leadership upon combination . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $394,900 | $405,267 |
| Target Bonus (% of salary) | 40% target per employment agreement | 40% target per employment agreement |
| Actual Bonus Paid ($) | $0 | $94,776 |
| Option and Stock Awards (Grant-date fair value, $) | $1,194,318 | $2,221,960 |
| All Other Compensation ($) | $0 | $0 |
| Total Compensation ($) | $1,589,218 | $2,722,003 |
- Employment agreement (effective January 1, 2021): base salary $408,722; target annual bonus 40% of base, discretionary based on corporate/individual objectives .
Performance Compensation
Equity awards are primarily stock options. No individual performance-metric weighting, targets, or payouts tied to Moss’s grants are disclosed; awards appear time-based under the company’s equity plans .
Option Awards Detail (selected grants outstanding as of year-end)
| Grant Date | Type | Number | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 01/01/2018 | Stock Option | 400,000 (exercisable) | 7.80 | 12/31/2027 |
| 11/25/2019 | Stock Option | 275,000 (exercisable) | 3.91 | 11/25/2029 |
| 01/19/2021 | Stock Option | 58,101 exercisable; 1,236 unexercisable | 24.82 | 01/18/2031 |
| 06/22/2021 | Stock Option | 61,830 exercisable; 8,833 unexercisable | 17.49 | 06/21/2031 |
| 03/21/2022 | Stock Option | 119,167 exercisable; 10,833 unexercisable | 7.92 | 03/20/2032 |
| 02/16/2023 | Stock Option | 97,778 exercisable; 62,222 unexercisable | 9.74 | 02/15/2033 |
| 05/14/2024 | Stock Option | 160,000 unexercisable | 9.92 | 05/13/2034 |
| 12/05/2024 | Stock Option | 223,000 unexercisable | 5.05 | 12/04/2034 |
Note: Vesting schedules for these awards are not disclosed in the proxy tables .
Pay Versus Performance (company context)
| Metric | 2023 | 2024 |
|---|---|---|
| Company TSR – Value of Initial Fixed $100 Investment ($) | 178.45 | 73.66 |
| Net Income (Loss) ($ millions) | (30) | (42) |
Equity Ownership & Alignment
| Metric | As of May 23, 2024 | As of April 14, 2025 |
|---|---|---|
| Common Stock Owned (shares) | 1,268,179 | 1,285,869 |
| Shares Exercisable Within 60 Days (options/warrants) | 958,056 (options) | 1,096,861 options; 25,718 warrants |
| Ownership % of Common Stock | 10.7% | 10.0% |
- Anti-hedging/pledging: Officers/directors/employees prohibited from hedging; pledging prohibited unless pre-cleared by compliance officer .
- Stock ownership guidelines: Not disclosed; board-meeting observer rights granted to Moss so long as he owns ≥750,000 shares (historical governance provision) .
Insider transactions signaling alignment:
- Participated in April 2024 registered direct offering ($150,000 at $8.445 per share+warrant; officer pricing included) .
- Participated in September 2024 registered direct offering ($49,985 at $6.50 per share+warrant; officer pricing included) .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Start | January 1, 2021 (as CFO) |
| Base Salary | $408,722 per annum |
| Target Bonus | 40% of base salary, discretionary |
| Severance | If terminated without cause or resigns for good reason: 18 months of base salary |
| Clawback Policy | Board policy to recover erroneously awarded incentive comp (cash/equity) upon restatement; lookback of 3 completed fiscal years |
| Change-of-Control | Company’s Second Amended & Restated 2021 Plan permits automatic acceleration of vesting/exercisability upon Change of Control for grantees whose service has not terminated (single-trigger) . |
| Anti-Hedging/Pledging | Hedging prohibited; pledging requires pre-clearance |
| Non-compete/Non-solicit | Not disclosed in proxy. |
Performance & Track Record
- Company reported net losses; however, TSR improved in 2023 before declining in 2024, indicating volatility in shareholder outcomes during the period .
- Program updates during 2025 under his leadership include: XPro MINDFuL Phase 2 subset signals; INKmune CARE-PC trial meeting primary/secondary endpoints; CORDStrom manufacturing scale-up and regulatory timeline; and capital raises to support pipeline .
Board Governance
- Board service history: Moss served as a director from September 15, 2015 to April 2018; appointed to the board again in 2025 concurrent with CEO appointment .
- Independence: As an executive (CEO), he is not independent; committee memberships for Audit, Compensation, and Nominating exclude executives and comprise independent directors .
- Committee composition (2024–2025): Audit—Schroeder (chair), Juda, Allen; Compensation—Schroeder (chair), Juda, Ganjei; Nominating—Allen (chair), Ganjei, Juda .
- Board meeting attendance: Board met 4 times in 2024; all then-members attended ≥75% of meetings; Moss’s renewed board attendance (2025) not yet disclosed .
Compensation Committee Analysis
- The Compensation Committee is independent and empowered to use external advisors; CEO evaluates other executives, with committee approval of changes .
- Plan design: 2021 Plan amended (subject to shareholder approval) to increase shares reserved to 6.5 million and permit acceleration of vesting upon Change of Control; repricing prohibited without shareholder approval .
- Pay-for-performance features: Plan permits performance goals across revenues, EPS, margin, TSR, regulatory milestones, etc., but specific NEO metric weightings for Moss’s awards are not disclosed .
Related Party Transactions
- Immune Ventures license: INKmune IP licensed from Immune Ventures owned by RJ Tesi, David Moss, and Mark Lowdell; $25,000 payable recorded in 2023 as the company initiated a Phase I trial of INKmune .
- AmplifyBio vendor relationship: Payments of $77,000 (2023) and $384,000 (2024) for R&D services; its CEO is on INmune’s board (potential interlock) .
Risk Indicators & Red Flags
- Single-trigger change-of-control acceleration for equity awards may weaken retention alignment post-transaction relative to double-trigger best practices .
- Material impairment of acquired IPR&D ($16.5 million in Q2 2025) highlights execution risk around asset valuation and pipeline milestones .
- Hedging/pledging restrictions and clawback policy mitigate some governance risks .
Compensation Peer Group / Say-on-Pay
- 2025 proxy includes advisory say-on-pay and frequency vote (Board recommends every three years); results not disclosed in the proxy excerpt .
Expertise & Qualifications
- Education: MBA (Rice University); BA Economics (UC San Diego) .
- Functional expertise: Venture capital, public company audit chair experience, capital markets transactions, and biopharma corporate development through prior roles and transactions .
Work History & Career Trajectory
| Period | Role | Notes |
|---|---|---|
| 1996–2001 | Managing Partner, The Phoenix Partners | VC leadership . |
| 2010–2011 | CEO, Tamandare Explorations | Led company through merger with Tonix . |
| 2007–2014 | Director, Pegasi Energy Resources Corp. | Governance experience . |
| 2015–present | Co-founder; CFO/Secretary/Treasurer; CEO (2025–) | Finance leadership; elevated to CEO/Director in 2025 . |
Investment Implications
- Alignment: High insider ownership (≈10% of common stock) and personal participation in 2024 offerings suggest alignment with shareholders and willingness to add capital; anti-hedging policy further supports alignment .
- Incentives: Equity-heavy compensation via options with expirations extending to 2034 can incentivize long-term value creation; however, single-trigger change-of-control acceleration could create sale incentives not strictly tied to post-close performance .
- Retention risk: Severance equal to 18 months of base salary is moderate; lack of disclosed double-trigger protections and the acceleration feature may reduce post-transaction retention levers .
- Execution signals: 2025 program updates and capital raises under Moss’s leadership show active pipeline management; impairment highlights valuation discipline needs. TSR volatility underscores event-driven risk profile for traders .