DEF 14A of Coya Therapeutics, Inc.
Filed Mar 28, 2024 · FY20230000950170-24-038090
Nominee for Election Until the 2026 Annual Meeting
Nominee for Election Until the 2026 Annual Meeting The following table sets forth the name, age, position and tenure of our Class II directors who are up for re-election at the Annual Meeting for a term expiring at the 2027 Annual Meeting:
Nominee for Election Until the 2026 Annual Meeting
| Name | Age | Position(s) | Served as an Officer or Director Since | | Anabella Villalobos, Ph.D. | 65 | Director | 2021 | | Dov Goldstein, M.D., M.B.A. | 56 | Director | 2021 |
Nominee for Election Until the 2026 Annual Meeting
The following includes a brief biography of the nominees standing for election to the Board at the Annual Meeting, based on information furnished to us by each director nominee, with the biography including information regarding the experiences, qualifications, attributes, or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the nominee should serve as a member of our Board.
Dr. Anabella Villalobos, Ph.D., Director
Dr. Anabella Villalobos, Ph.D., Director Dr. Villalobos has been a director since May 2021. As head of Biotherapeutics and Medicinal Sciences at Biogen Inc. (Nasdaq:BIIB) (“Biogen”), Dr. Villalobos is responsible for the delivery of high-quality, differentiated drug candidates that advance through the clinic to become transformative medicines. Additionally, she has built a new gene therapy unit, setting the initial direction of effort including hiring the first team. Prior to Biogen, Dr. Villalobos was at Pfizer Inc. (“Pfizer”) (NYSE:PFE) for 28 years where she most recently served as Vice President of Medicinal Synthesis Technologies and Neuroscience Medicinal Chemistry. As the leader of several medicinal chemistry groups throughout her tenure at Pfizer, Dr. Villalobos’ teams delivered more than 30 candidates which showed increased survival to the clinic. Dr. Villalobos obtained her B.S. in Chemistry at the University of Panama and her Ph.D. in Medicinal Chemistry at the University of Kansas where she was a Fulbright-Hayes fellow. She was a National Institutes of Health Postdoctoral Fellow at Yale University in synthetic organic chemistry for two years. Dr. Villalobos was chosen as a director due to her keen insight into drug development, particularly in neuroscience. We believe Dr. Villalobos’ counsel and strategic guidance with respect to our product candidate pipeline and research and clinical programs will be vital to our success.
Dr. Dov Goldstein, M.D., M.B.A., Director
Dr. Dov Goldstein, M.D., M.B.A., Director Dr. Goldstein has been a director since March 2021. Dr. Goldstein brings over 25 years of strategic financial and operational experience within the healthcare sector. He currently serves as the Chief Financial Officer of BioAge Labs, a position he has held since November 2021. Prior to that, from 2020-2021, he served as the Chief Financial Officer and Chief Business Officer of Indapta Therapeutics. From 2018-2020, he was Chief Executive Officer of RIGImmune, Inc. Prior to that he served as the Chief Financial Officer at Schrödinger, Inc. (Nasdaq:SDGR) from 2017 to 2018. Dr. Goldstein held various leadership roles at Aisling Capital, a private investment firm, from 2006 to 2017, serving as its Managing Partner from 2014 to 2017. Dr. Goldstein served as the Chief Financial Officer of Loxo Oncology, Inc. between 2014 and 2015. From 2000 to 2005, Dr. Goldstein served as Chief Financial Officer of Vicuron Pharmaceuticals, Inc. (“Vicuron”), raising over $250 million in equity financings, facilitating company partnership transactions and participating in the M&A process when Vicuron was acquired by Pfizer for $1.9 billion. Prior to joining Vicuron, he was Director of Venture Analysis at HealthCare Ventures LLC. Dr. Goldstein currently serves on the board of directors of NeuBase Therapeutics, Inc. (Nasdaq:NBSE) and Gain Therapeutics, Inc. (Nasdaq:GANX) where he serves on each company’s audit committee as audit committee chair. He previously served as a director for ADMA Biologics Inc (Nasdaq:ADMA), Loxo Oncology(Nasdaq:LOXO), Esperion Therapeutics, Inc. (Nasdaq:ESPR), Durata Therapeutics, Inc.,(Nasdaq:DRTX) Cempra, Pharmaceuticals Inc.(Nasdaq: CEMP) and a number of private companies. He received a Bachelor of Science in biological sciences from Stanford University, an MBA from Columbia Business School and an M.D. from Yale School of Medicine. Dr. Goldstein was chosen as a director due to his extensive financial experience in the biotechnology capital markets, as an investor and as a CFO. We believe Dr. Goldstein’s background in medicine, venture capital and biotechnology operations will help guide us in our work as a public clinical stage biotechnology company. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE CLASS I DIRECTOR NOMINEE.
Continuing Directors
Continuing Directors The following table sets forth the name, age, position, and tenure of the directors who are serving for terms that end at dates following the Annual Meeting.
Continuing Directors
| Name | Age | Position(s) | Served as an Officer or Director Since | Term Will Continue Until Annual Meeting Held In | | Howard Berman, Ph.D | 50 | Chief Executive Officer, Director | 2020 | 2025 | | Ann Lee, Ph.D. | 62 | Director | 2021 | 2025 | | Dr. Hideki Garren, M.D., Ph.D. | 60 | Director | 2021 | 2026 | | Wilbur Ross | 86 | Director | 2023 | 2026 | | Dieter Weinand | 63 | Director | 2023 | 2026 |
Continuing Directors
The following biographical descriptions set forth certain information with respect to directors who are serving for terms that end following the Annual Meeting, based on information furnished to Coya by each director.
Class III Directors Continuing in Office Until the 2025 Annual Meeting
Class III Directors Continuing in Office Until the 2025 Annual Meeting
Dr. Howard Berman, Ph.D., Director
Dr. Howard Berman, Ph.D., Director Dr. Berman has been Chairman and our Chief Executive Officer since he co-founded the Company in 2020. Dr. Berman has over 18 years of entrepreneurial and industry experience working at the interplay of science and business. Dr. Berman gained corporate experience with increasing responsibilities and positions as a Medical Science Liaison at AbbVie Inc. (NYSE:ABBV) where he spent April 2013 to June 2020 launching Venetoclax in chronic lymphocytic leukemia and later, supporting numerous solid tumor assets. He also served in leadership roles at Novartis Pharmaceuticals Corporation (NYSE:NVS) (“Novartis”) from June 2003 to January 2006 and later Eli Lilly and Company (NYSE:LLY) where he was the scientific point of contact between the company and key opinion leaders for development and initiation of collaborations, clinical trials and investigator-initiated trials. Dr. Berman began his career at the University of Texas MD Anderson Cancer Center in the technology transfer division where he was responsible for assessing the market, patent, and scientific merits of numerous oncology-based technology platforms in order to ascertain their commercial viability He received a Bachelor in Biology from the University of Michigan and a Masters and Ph.D. in Neuroscience and Pharmacology from Weill Cornell Medical School. Dr. Berman was chosen as a director due to his unique combination of business acumen and scientific credibility and his ability to assess, quantify, and bridge both disciplines.
Dr. Ann Lee, Ph.D., Director
Dr. Ann Lee, Ph.D., Director Dr. Lee has been a director since June 2021. Dr. Lee is currently the Chief Technical Officer at Prime Medicine, Inc., a position she has held since October 2021. From November 2019 to July 2021, Dr. Lee led teams responsible for the development of new cell therapy processes and technologies, manufacturing cell therapy products, designing new facilities, and building the global supply chain at Bristol Myer Squibb (NYSE:BMY) (“BMS”). Previously, from November 2017 to April 2018, she served as Executive Vice President of Technical Operations at Juno Therapeutics, which was acquired by BMS via Celgene Corporation. Prior to Juno Therapeutics, Inc., from January 2010 to November 2017, Dr. Lee served as Senior Vice President, and then as Head of Global Technical Development at F. Hoffman-La Roche (“Roche”) (dual roles at Roche and Genetech). She was responsible for developing and delivering all clinical stage products in Roche’s global pipeline, as well as technology transfers and technical support for all commercial products. She was at Genetech as VP of Process R&D from 2005 until 2010. Prior to Genetech, from June 1989 to September 2005, she was at Merck & Co., Inc. (MYSE:MRK), where she led and developed new vaccines and technologies in research and development, and then was responsible as VP for process engineering and technical operations at 10 chemical sites around the world. Over the course of her career, she has contributed to the development of hundreds of new investigational drugs, and the licensure and commercialization of 25 new vaccines and medicines, with the most recent being two new CAR-T cell products for blood cancers. Dr. Lee has authored over 40 scientific publications and holds several patents. She is a member of the National Academy of Engineering, fellow of American Academy of Arts and Sciences, American Institute of Medical and Biological Engineering, and member of the Washington State Academy of Sciences. She serves on the board of directors for American Institute of Chemical Engineers, the Alliance of Regenerative Medicine, and JW (Cayman) Therapeutics Co. Ltd. (since 2020). She earned her undergraduate degree from Cornell University and a masters and Ph.D. in Biochemical Engineering with a concentration in molecular biophysics and biochemistry from Yale University. Dr. Lee was chosen as a director due to her thought leadership in cell therapy and biologics. She is an accomplished biotech executive with extensive experience and accomplishments in vaccines, biologics, small molecules and cell therapy development and manufacturing and she will guide us on all matters related to manufacturing and CMC.
Class I Directors Continuing in Office Until the 2026 Annual Meeting
Class I Directors Continuing in Office Until the 2026 Annual Meeting
Summary Compensation Table
Summary Compensation Table The following table shows the compensation earned by each of our named executive officers for the year ended December 31, 2023. Our compensation packages for the named executive officers consist primarily of base salary, annual cash bonus and a stock option grant.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) (1) | Total ($) | | Howard Berman | 2023 | $580,000 | $253,750 | 483,450 | $1,317,200 | | Chief Executive Officer | 2022 | $412,500 | $185,625 | — | $598,125 | | David Snyder (2) | 2023 | $425,000 | $185,938 | $336,950 | $947,888 | | Chief Financial Officer and Chief Operating Officer | 2022 | $279,775 | $111,910 | $216,836 | $608,521 | | Fred Grossman (3) | 2023 | $227,000 | $113,500 | $251,982 | $592,482 | | President, Chief Medical Officer | 2022 | — | — | — | — | | Adrian Hepner (4) | 2023 | $285,208 | $— | $336,950 | $622,158 | | Former President, Chief Medical Officer | 2022 | $424,999 | $194,792 | $106,662 | $726,453 |
Summary Compensation Table
(1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during 2022 and 2023 computed in accordance with FASB ASC Topic 718. Assumptions used to calculate the option awards are included in our Annual Report on Form 10-K for the year ended December 31, 2023, as amended. (2) Mr. Snyder joined us in April 2022 and the compensation information included in the table for 2022 has been prorated. (3) Dr. Grossman joined us in July 2023 and the compensation information included in the table for 2023 has been prorated. (4) Dr. Hepner joined us in November 2021 and resigned as Chief Medical Officer in July 2023. Subsequent to his resignation as Chief Medical Officer, Dr. Hepner continued as an employee of the Company. Salary for 2023 includes salary paid for his services as both Chief Medical Officer until July 2023, and salary paid as an employee through December 2023.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Other than as described above in “Employment Agreements with Named Executive Officers,” we have no plans, agreements or arrangements that provide for payment to our named executive officers in connection with termination of employment. We have no plans, agreements or arrangements that provide for payment to our named executive officers in connection with a change in our control.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding unexercised options, stock that has not vested and equity incentive awards held by each of the named executive officers outstanding as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | | Howard Berman | 2/27/2023 | 45,833(1) | 119,167 | — | 3.85 | 2/27/2033 | | Chief Executive Officer | | | | — | | | | David Snyder | 06/28/2022 | 51,209(2) | 36,579 | — | 3.48 | 06/28/2032 | | Chief Financial Officer and Chief Operating Officer | 02/27/2023 | 31,944(1) | 83,056 | — | 3.85 | 02/27/2033 | | Fred Grossman (3) | 7/17/2023 | —(4) | 74,069 | — | 4.25 | 7/17/2033 | | President, Chief Medical Officer | | | | — | | | | Adrian Hepner (5) | 10/31/2021 | 44,027 | — | — | 1.09 | 10/31/2031 | | Former President, Chief Medical Officer | 06/28/2022 | 21,947(6) | 21,947 | — | 3.48 | 06/28/2032 | | | 02/27/2023 | 31,944(1) | 83,056 | — | 3.85 | 02/27/2033 |
Outstanding Equity Awards at Fiscal Year End
(1) Subject to continuous service, the shares subject to the option vest in equal monthly installments over a period of 36 months commencing on March 27, 2023. (2) Subject to continuous service, 33.3% of the shares underlying the option vested on March 14, 2023, and the remaining shares will vest in 24 equal monthly installments commencing thereafter. (3) Dr. Grossman became our President, Chief Medical Officer in July 2023, upon Dr. Hepner’s resignation. (4) Subject to continuous service, 24,689 of the shares subject to the option will vest on July 17, 2024, and the remaining shares will vest in equal monthly installments over a period of 24 months commencing thereafter. (5) Dr. Hepner resigned as President and Chief Medical Officer in July 2023. 50% of the shares underlying the option vested on June 28, 2022, and the remaining shares will vest in 12 equal monthly installments thereafter.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation
Director Compensation
Director Compensation
| Name | Fees Earned Paid in Cash (1) | Stock Awards (2) | Stock Option Awards (3)(4) | Total | | Dr. Hideki Garren, M.D., Ph.D. | $55,000 | $— | $— | $55,000 | | Dov Goldstein, Ph.D. | 63,750 | — | — | 63,750 | | Ann Lee, Ph.D. | 52,500 | — | — | 52,500 | | Wilbur Ross (5) | — | — | — | — | | Anabella Villalobos, Ph.D. | 53,750 | — | — | 53,750 | | Dieter Weinand (6) | 17,084 | — | 27,080(6) | 44,164 |
Director Compensation
(1) Board of Director fees earned or paid in cash were for calendar year 2023, representing fees earned by our non-employee directors. (2) None awarded in 2023. (3) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during 2023. These amounts have been computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are described in the notes to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. This amount does not reflect the actual economic value that will be realized by the Directors upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (4) As of December 31, 2023, each of Dr. Dov Goldstein, Dr. Ann Lee, Dr. Anabella Villalobos and Dr. Hideki Garren held stock options exercisable for an aggregate of 17,557 shares of common stock, and Mr. Dieter Weinand held stock options exercisable for an aggregate of 10,000 shares of common stock. As of December 31, 2023, Mr. Ross did not hold any stock options. (5) Mr. Wilbur Ross became a director on December 19, 2023. (6) Mr. Dieter Weinand became a director on August 18, 2023. During fiscal year 2023, Howard Berman, our Chief Executive Officer and Chairman, served as a member of our Board and received no additional compensation for his services as a member of our Board. See the section titled “Executive Compensation” for more information about Dr. Berman’s compensation for fiscal year 2023. It is our policy to reimburse non-employee members of our Board for reasonable travel and out-of-pocket expenses incurred in attending meetings of our Board and committees of our Board.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our Board has adopted a non-employee director compensation policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Pursuant to this policy our Board members will each receive $40,000 per year ($60,000 for Chairman of the Board, so long as that position is held by a non-employee director). Any compensation to be paid under this policy may be made in stock options, at the Board’s discretion. The chair and non-chair members of the Board’s three standing committees are entitled to the following additional annual cash fees:
Non-Employee Director Compensation Policy
| | Chair Fee | Non-Chair Member Fee | | Audit Committee | $15,000 | $7,500 | | Compensation Committee | $10,000 | $5,000 | | Nominating and Governance Committee | $7,500 | $3,750 |
Non-Employee Director Compensation Policy
Our Board has also adopted an equity compensation policy pursuant to which Board members shall automatically be granted stock options to purchase 10,000 shares of our common stock upon joining the Board, and on January 1 of each year, each then serving non-employee director shall be automatically granted stock options to purchase 5,000 shares of our common stock. These stock options shall fully vest upon the anniversary of their granting, have a term of ten years and shall have an exercise price equal to 100% of the fair market value of a share of common stock on the date of grant. All options to be granted under this policy will be granted pursuant to our 2021 Incentive Plan.