Joshua Moss
About Joshua M. Moss
Independent Class I director at SenesTech since January 2025 (age 53). Moss co‑founded The Informed Momentum Company (formerly EAM Global Investors) in 2007, where he serves as Co‑Portfolio Manager/Analyst for non‑U.S. strategies; prior roles include Vice President/Senior Equity Analyst and Global Consumer Discretionary research head at Allianz Global Investors. He holds an MBA from UCLA Anderson and a BA from UC San Diego. He is an independent director under Nasdaq rules and sits on SNES’s Audit Committee; his current term runs through the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Informed Momentum Company (formerly EAM Global Investors) | Co‑Founder; Co‑Portfolio Manager/Analyst (Non‑U.S. Strategies) | 2007–present | Co‑founded firm; oversees non‑U.S. equity strategies |
| Allianz Global Investors | VP & Senior Equity Analyst; member of Emerging Growth Team | 2006–2007 | Senior coverage responsibilities |
| Allianz Global Investors (Global Select Portfolio) | Senior Analyst; Research Head, Global Consumer Discretionary | 2002–2006 | Led sector research across global consumer discretionary |
External Roles
| Organization | Capacity | Public/Private/Other | Notes |
|---|---|---|---|
| The Informed Momentum Company (IMC) | Investment manager (co‑founder, PM/Analyst) | Private | No SNES related‑party transactions disclosed |
Board Governance
- Board status and tenure: Independent director since Jan 2025; Class I term expires at the 2026 annual meeting .
- Committee assignments: Audit Committee member; committee chaired by Matthew Szot. Audit met 4x in 2024; all current members deemed independent and financially literate .
- Attendance and engagement: In 2024 the board met 4 times; all directors (serving during 2024) attended >75% of aggregate board and committee meetings. Independent directors hold executive sessions “from time to time” .
- Leadership: Board Chair is Jamie Bechtel (separate from CEO); Chair presides over executive sessions .
Fixed Compensation (Non‑Employee Director Program)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual board retainer | $27,000 | Cash |
| Chair of the Board – additional | $40,000 | Cash |
| Committee chair retainers (Audit / Comp / N&CG) | $15,000 each | Cash |
| Committee member retainers (Audit / Comp / N&CG) | $5,000 each | Cash |
| Ad hoc committee service | As determined | Board may compensate separately |
Moss joined in Jan 2025; the 2024 Director Compensation table shows no compensation for him in 2024 (pre‑appointment) .
Performance Compensation (Equity and Structure)
| Feature | Design | Vesting/Term | Notes |
|---|---|---|---|
| Annual director equity | Stock options equal to 0.75% of fully diluted common shares at grant | Vests in equal quarterly installments over ~1 year; 5‑year expiration | Exercise price = closing market price on grant date; 2024 grants made Aug 27, 2024 |
| Cash‑for‑equity elections | Directors may elect to receive all/part of cash in equity | N/A | Subject to plan share availability |
| Change‑in‑control (2018 Plan) | No automatic acceleration | N/A | Unless provided in award agreement |
No director performance metrics (e.g., TSR, EBITDA) are used for non‑employee director pay; equity awards are time‑vested options .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Moss |
Expertise & Qualifications
- Capital markets/international investing; prior leadership of global consumer discretionary research; experience across growth and global multi‑cap strategies .
- Education: MBA (UCLA Anderson); BA (UC San Diego) .
- Audit Committee member; audit financial expert designation resides with the chair (Szot), not Moss .
Equity Ownership
| Holder | Common Shares Owned | Options/Warrants Exercisable or Vesting within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Joshua M. Moss | 0 | 8,057 | 8,057 | <1% |
Notes:
- As of April 10, 2025; percentages based on 1,775,930 shares outstanding .
- No pledging disclosed; Company discourages hedging but has no formal anti‑hedging policy for directors .
Governance Assessment
Strengths
- Independent director with deep capital markets expertise; placed on Audit Committee, supporting board financial oversight .
- No Item 404 related‑party transactions; Section 16(a) compliance reported as timely for 2024 by officers/directors/10% holders .
- Board leadership separated (independent Chair), and independent executive sessions held .
Watch items / potential red flags
- New director with limited board tenure; ownership currently consists of options only and represents <1%—alignment may improve as equity vests .
- Anti‑hedging posture is advisory (discouraged) rather than a formal prohibition; no disclosed director stock ownership guidelines .
- Shareholder dilution sensitivity: at the June 2025 meeting, the equity plan amendment to add 900,000 shares failed (while warrant issuance, reverse split authority, and say‑on‑pay passed), signaling investor scrutiny of equity usage and capitalization strategy .
- Votes: Plan Amendment (For 76,172; Against 164,995; Abstain 23,218); Issuance Proposal (For 161,168; Against 79,178; Abstain 24,039); Reverse Split (For 601,182; Against 295,802; Abstain 17,358); Say‑on‑Pay (For 172,517; Against 87,093; Abstain 4,775) .
Appendix: Board and Committee Activity (Context)
| Body | 2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 4 | All 2024 directors >75% attendance |
| Audit Committee | 4 | All members independent; chair designated audit committee financial expert |
| Compensation Committee | 9 | All members independent |
| Nominating & Corporate Governance Committee | 5 | All members independent |
Related‑Party Transactions and Policies
- Related‑party transactions: None requiring disclosure for 2023–2024 .
- Clawback: Executive Officer Clawback Policy compliant with SEC/Nasdaq (applies to covered executives in restatements; not specified for non‑employee directors) .
- Insider trading: Policy on insider trading in place (company discourages hedging/monetization practices) .
No evidence in company disclosures of Moss‑related conflicts, loans, or transactions with entities in which he has a financial interest .
