Robert Gray

About Robert Gray

Independent director and Audit Committee chair at enVVeno Medical Corporation (NVNO). Age 78; director since September 2019. Former CFO of Highmark, Inc. with deep finance and medical reimbursement expertise; designated as NVNO’s “audit committee financial expert.” Education: Postgraduate studies at UNC–Chapel Hill; undergraduate degree from Bucknell University .

Past Roles

External Roles

• No other public-company directorships disclosed in the latest proxy; private-company roles noted above .

Board Governance

• Independence: Determined independent under Nasdaq Rule 5605(a)(2); serves on committees that meet SEC/Nasdaq independence standards .
• Committees:
  • Audit Committee: Chair; financial expert; oversees auditors, financial reporting, internal controls, risk and cybersecurity; private sessions with auditors and management .
  • Compensation Committee: Member; reviews compensation strategy, executive pay, plans, contracts, and CD&A disclosures; chair is Dr. Shrivastava .
  • Nominating & Corporate Governance: Not listed as a member; committee chaired by Dr. Duhay .
• Attendance: Board met 5 times in 2024; all directors attended ≥75% of board meetings; committee members attended ≥67% of committee meetings; 100% attendance at the Dec 18, 2024 annual meeting .
• Board class/term: Class III director, term through 2026 annual meeting .
• Leadership: No Chairman or Lead Independent Director designated .
• Audit Committee Report: Signed by Robert Gray recommending inclusion of audited financials in FY2024 Form 10-K .

Fixed Compensation

• Program features: Non-employee directors receive annual option grants valued up to $37,500; new directors may receive an “Initial Award” of 2,400 options plus RSUs up to $75,000 vesting over three years. Annual grants vest ratably over the year while serving on the board .
• Annual limit: Non-employee director total awards/cash capped at $750,000 per year; $1,000,000 in first calendar year of initial appointment .

Performance Compensation

• Non-employee director awards are time-vested; no performance metrics disclosed for director equity (options) .

• Equity vesting and grant details: | Grant Year | Grant Date | Instruments | Quantity | Exercise Price | Grant-Date Fair Value | Vesting Schedule | |---|---|---|---|---|---|---| | 2022 (for 2023 comp) | Nov 30, 2022 | Options | 8,403 | $6.70 | $37,500 (valued $4.46/sh) | Vested quarterly Mar–Dec 2023 (fully vested by Dec 31, 2023) | | 2023 (for 2024 comp) | Dec 5, 2023 | Options | 13,856 | $3.59 | $37,500 (valued $2.71/sh) | Vested quarterly Mar–Dec 2024 (fully vested by Dec 31, 2024) | | 2024 (for 2025 comp) | Dec 18, 2024 | Options | 19,752 | $2.57 | $37,500 (valued $1.90/sh) | Vests quarterly Mar–Dec 2025 (fully by Dec 31, 2025) |

• Plan provisions:

  • Change-in-control: Administrator may accelerate vesting to target levels, assume/substitute awards, or cancel in exchange for consideration .
  • Clawback: All awards subject to recoupment per applicable laws and company policy .
  • Option exchange program and cancellation rights exist in the 2025 Equity Plan (potential repricing/termination features; monitor for shareholder-friendliness) .

Other Directorships & Interlocks

• None disclosed with NVNO competitors, suppliers, or customers; no related party director transactions reported over materiality thresholds .

Expertise & Qualifications

• Financial expert designation; meets Nasdaq financial sophistication requirements .
• Extensive CFO experience and reimbursement negotiation expertise from Highmark .
• Industry and operational background across healthcare payor, distribution, and manufacturing contexts .

Equity Ownership

• Recent Form 4 disclosures (alignment and activity): | Filing Date | Transaction Date | Type | Securities | Price | Post-Transaction Direct Holdings | Source | |---|---|---|---|---|---|---| | 2024-12-20 | 2024-12-18 | Option Award | 19,752 options | $2.57 | 19,752 options recorded | | | 2025-01-02 | 2024-12-31 | Open Market Purchase | 3,500 shares | $2.94 | 11,155 common shares (direct) | |

• Ownership guidelines: No director stock ownership guidelines disclosed; insider trading policy adopted (hedging policy not specified). Restricted stock (if granted) cannot be pledged during restriction periods; awards generally non-transferable .

Governance Assessment

• Strengths:

  • Independent director; chairs Audit Committee and is an SEC-defined audit financial expert — supports financial reporting oversight and investor confidence .
  • Consistent board/committee attendance thresholds met; signed Audit Committee report recommending FY2024 financials — signals active engagement .
  • Conservative director pay structure mixing modest cash ($40k) and time-vested options ($37.5k) with annual limits and clawback policy — alignment without excessive risk .
  • No director-related party transactions disclosed; no legal proceeding red flags .

• Watch items / potential RED FLAGS:

  • No Lead Independent Director designated — may limit independent board leadership optics for some investors .
  • Equity plan permits option exchange/cancellation and CIC acceleration — monitor for use; repricing features can be shareholder-unfriendly if applied broadly .
  • External private roles (U.S. Implants; Metropolitan Woodworks) appear unrelated to NVNO’s business; no conflicts disclosed, but periodic verification advisable .

• Signals of alignment:

  • Recent personal open-market purchase (3,500 shares) and ongoing option awards suggest continued personal exposure to equity outcomes .

Overall: Robert Gray’s independence, audit chairmanship, and financial expert status are positives for board effectiveness. Compensation is modest with equity exposure, supported by clawbacks. Absence of a lead independent director and permissive plan mechanics warrant monitoring, but no material conflicts or attendance issues are disclosed .