Avril McKean Dieser
About Avril McKean Dieser
Avril McKean Dieser (age 52) joined the OSTX board on October 28, 2024. She is Vice President, Head of Legal Patient Evidence at UCB, Inc., with prior roles at AbbVie and two Atlanta corporate law firms. She holds a J.D. from Catholic University, an M.A. in Public Administration from University of Maryland (European Division), and a B.A. from Duquesne; she is admitted in Georgia and Illinois. The proxy emphasizes her 21+ years in pharmaceutical regulatory/commercialization, corporate controls, and governance; she also brings a patient-advocacy perspective after losing her son to osteosarcoma in January 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UCB, Inc. (subsidiary of UCB S.A.) | Vice President, Head of Legal Patient Evidence | Aug 2016–present; previously Apr 2008–Apr 2013 | Leads attorneys supporting global assets, payer functions, regulatory/medical/patient communities and clinical development |
| AbbVie Inc. | Legal team – global product support (immunology/oncology); government pricing lawyer for pharma/combination products | May 2013–Jul 2016 | Global product support; pricing compliance |
| Corporate law firms (Atlanta, GA) | Corporate attorney | Prior to 2008 (dates not specified) | Corporate law practice; governance and controls experience |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company directorships or external board roles disclosed in proxy |
Board Governance
- Independence: The board determined all directors except the CEO (Paul Romness) are independent under NYSE American and SEC rules; Avril is independent .
- Board leadership: Combined CEO/Chairman structure; no lead independent director referenced in the proxy’s leadership section .
- Committees: Audit Committee member; Audit Chair is John Ciccio; other members include Theodore F. Search .
- Committee responsibilities: Audit oversight includes auditor selection, financial reporting, internal controls, and related-party transaction review .
- Attendance: In 2024, the board met four times and each director attended at least 75% of board and committee meetings; executive sessions are held regularly .
- Tenure on OSTX board: Since October 28, 2024 .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Cash fees | $0 | Non-employee director policy pays only a $5,000 annual retainer to the Chairman; no cash for members or committee chairs; no meeting fees |
| Equity (options, grant-date fair value) | $24,505 | Non-employee director option award fair value; specific strike/vesting not disclosed for directors |
| Other compensation | $0 | — |
| Policy Element | Amount | Applicability |
|---|---|---|
| Annual retainer – Chairman | $5,000 | Paid to Chairman only |
| Annual retainer – Members | $0 | No cash retainer for non-employee directors |
| Committee chair fees | $0 | No additional chair retainers |
| Meeting fees | $0 | None; reasonable expenses reimbursed |
Performance Compensation
| Metric/Structure | FY 2024 Disclosure | Details |
|---|---|---|
| Director performance-linked metrics (e.g., TSR, revenue, ESG) | Not disclosed | Director compensation comprised option grants; proxy does not specify performance metrics for directors |
| Equity plan features (company-wide) | Performance awards permitted under 2023 Plan; committee may set business/personal criteria | Plan allows performance units/shares; change-in-control acceleration at committee’s discretion |
Other Directorships & Interlocks
| Category | Disclosure | Notes |
|---|---|---|
| Current public company boards | None disclosed | — |
| Private/non-profit/academic boards | Not disclosed | — |
| Interlocks (competitors/suppliers/customers) | Employment at UCB (global biopharma) noted; no OSTX related-party ties disclosed | Biography notes UCB role; related-party section lists transactions involving other parties but none involving Avril |
Expertise & Qualifications
- Pharmaceutical regulatory and commercialization expertise; payer/regulatory/medical/patient evidence leadership .
- Corporate governance and controls; 21+ years legal/compliance experience .
- Legal credentials: J.D.; bar admissions in GA and IL; advanced public administration training .
- Patient advocacy perspective relevant to osteosarcoma—a core OSTX focus .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Avril McKean Dieser | 2,500 | * (<1%) | As of Aug 20, 2025; no director-specific option detail disclosed beyond grant fair values |
Insider Trades
| Item | Disclosure | Notes |
|---|---|---|
| Section 16 filings | Filed Form 5 due to failure to file a Form 4 for transactions on Dec 5, 2024 | Administrative delinquency noted alongside several insiders; no further transaction detail provided in proxy |
Governance Assessment
- Strengths:
- Independent director with deep regulatory/legal expertise; positioned to strengthen Audit Committee oversight, including related-party review .
- Audit Committee membership and participation in auditor selection and financial reporting oversight enhance board effectiveness .
- Attendance at or above 75% supports engagement and board effectiveness .
- Equity-based director pay (options) aligns incentives with shareholders, conserving cash appropriate for an emerging biopharma .
- Concerns / RED FLAGS:
- No formal insider trading policy or hedging policy adopted as of August 2025; board intends to adopt, but absence is a governance gap .
- Combined CEO/Chairman with no disclosed lead independent director may weaken independent oversight .
- Section 16(a) delinquent filing (Form 5) indicates administrative control weaknesses; minor but notable .
- Low direct ownership (2,500 shares, <1%) suggests limited “skin in the game”; reliance on options for alignment .
Overall implications: Avril’s legal/regulatory depth and Audit Committee role are positives for controls and compliance. However, OSTX’s pending adoption of insider trading/hedging policies, combined leadership structure, and Section 16 delinquencies should be monitored as governance risk factors that can affect investor confidence .