Wilfrendo Fernando Cortizo
About Wilfrendo Fernando Cortizo
Dr. Wilfrendo Fernando Cortizo is currently an Executive Director at Agape ATP Corporation (ATPC), with 30+ years of microbiology and biotechnology experience; age 68; director since 2023 and moved to an executive role with an employment agreement effective November 21, 2023 . He holds a PhD in Biochemistry/Medicine from Monash University (1988) and a BSc (Hons) from Monash (1981) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monash Medical School, Alfred Hospital (Australia) | NHMRC Research Officer | 1987–1989 | Scientific research |
| Commonwealth Serum Labs (CSL) | Protein Chemist & Research Officer | 1989–1990 | Pharmaceutical R&D |
| CSL Bioplasma Division | Production Dept. Manager; Project Manager | 1991–1995 | Bioplasma operations |
| OMX Marketing Australia Pty. Ltd. | Director & CEO | 1995–2004 | Commercial leadership |
| OMX Malaysia Sdn Bhd; OMX Marketing Philippines Pty. Ltd. | International Development & Product Consultant | 1998 | APAC product development |
| Advance Microbials Pty. Ltd. | Director & CEO | 2001–2003 | Microbials commercialization |
| Swinburne University (GSIM) | Senior Lecturer & Research Supervisor | 2001–2003 | Academic leadership |
| Pathlab Australia; ADL Laboratories (USA) | Consultant & Technical Advisor | 2005–2006 | Diagnostics advisory |
| Vitop Group Ltd (China) | Nutrition & Scientific Consultant | 2005–2006 | Product science |
| Goodgene Korea | International Business Director | 2006–2007 | Cross-border business |
| YourGene LLC | CEO & International Business Director | 2007–2014 | Genetic/biotech operations |
| Agape Superior Living; Superlife Global | Consultant; Product Specialist; President | 2009–2015 | Product & distribution strategy |
| Ageless Partners / Ageless Asia (Malaysia/Thailand/Indonesia) | Director & CEO | 2009–2019 | Regional operations |
| Ageless Asia (Indonesia); PT Vichii Indonesia Jaya | Director & CEO; Director | 2014–2019 | Indonesia market leadership |
External Roles
No current public company directorships are disclosed for Dr. Cortizo. His prior roles span private companies and academia across Australia, Malaysia, Korea, the U.S., China, and Indonesia .
Board Governance
- Current role: Executive Director (not an independent director). He entered into an employment agreement on Nov 21, 2023, and is listed as Executive Director in ATPC’s FY2024 10-K .
- Committees: The Audit, Compensation, and Nominating/Governance Committees consist of independent directors Ramesh Ruben Louis (chair of Audit), Ni Luh Dharma Kerti Natih (chair of Compensation), and Kadende Kaiser Rose Marie (chair of Nominating); Dr. Cortizo is not a member or chair of any board committee .
- Attendance: In 2023, no director attended fewer than 75% of board and committee meetings (director-level aggregate disclosure) .
- Independence: Board independence affirmed for specific directors (Louis, Natih, Rose); Dr. Cortizo is not listed among independent directors .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary / Director fee (USD) | $4,000 | $36,000 | Employment agreement effective 11/21/2023; monthly salary $3,000 paid in arrears |
| Cash salary rate (monthly) | $3,000 | $3,000 | Executive Director cash salary |
| Independent director fee (quarterly) | N/A | N/A | Independent director fees apply to other directors; Cortizo is executive |
Performance Compensation
| Instrument | Grant/Entitlement | Vesting/Schedule | Performance Metrics | Status |
|---|---|---|---|---|
| Stock-based compensation (common shares) | $6,667 (2023); $60,000 (2024) | Paid monthly in arrears; shares issued semi-annually | No formal performance metrics disclosed; board reserves discretion for incentive bonuses | Subsequent event: 16,325 shares issued on Feb 5, 2025 for Jul–Dec 2024 compensation |
| Options/Warrants | None disclosed for Cortizo | — | — | Company warrants exist for underwriter; not director grants |
| Clawback | Company Clawback Policy (Exhibit 97.1) | Company-wide policy | Applies to incentive-based compensation per policy exhibit | Policy listed in 10-K exhibits |
No ESG/TSR/financial performance metric framework is disclosed for Dr. Cortizo’s stock compensation; the board retains discretion for bonuses but reports no immediate plans for performance-based stock awards .
Other Directorships & Interlocks
| Company | Role | Public/Private | Overlap/Interlock |
|---|---|---|---|
| Various prior roles (YourGene LLC, Ageless Asia entities, OMX, CSL, etc.) | See Past Roles | Private/Non-U.S. | No public company interlocks disclosed |
Expertise & Qualifications
- Microbiology/biotechnology; pharma production (CSL Bioplasma), diagnostics, nutrition science, and genetic products .
- Academic and supervisory experience (Swinburne University) .
- Degrees: PhD (Monash, 1988); BSc (Hons) (Monash, 1981) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Common Stock Outstanding | Notes |
|---|---|---|---|
| Dec 31, 2024 | 5,144 | 0.1% | Based on 3,989,056 shares outstanding |
| Feb 5, 2025 (subsequent event issuance) | +16,325 shares issued for H2’24 compensation | N/A | Post-issuance total not disclosed; issuance confirms equity alignment |
No disclosures of pledged shares, hedging, or unvested vs vested breakdown are provided .
Governance Assessment
- Independence status: Mismatch vs “independent director” label—Dr. Cortizo is an Executive Director under an employment agreement; not a member of independent committees. This limits independence and may affect board checks-and-balances .
- Attendance/engagement: Aggregate disclosure indicates adequate attendance (>75%), but no director-specific attendance percentages provided .
- Pay and alignment: Cash salary ($3,000/month) plus fixed $60,000 stock-based compensation indicates some equity alignment; absence of disclosed performance metrics or at-risk structures reduces pay-for-performance signaling .
- Conflicts/related parties: No related-party transactions disclosed for Dr. Cortizo; Company-level related-party activity centers on other executives and affiliates (e.g., CTA Nutriceuticals, TH3 Holdings, DSY entities) requiring continued Audit Committee oversight .
- Company-level controls: Material weaknesses in internal control over financial reporting were identified (insufficient accounting personnel; lack of internal audit), with remediation in progress—this is a governance risk environment for all directors .
RED FLAGS
- Not independent: executive status with salary and stock compensation; not on any board committee .
- Lack of disclosed performance metrics for equity grants; potential weak pay-for-performance alignment .
- Company-level material weaknesses in ICFR and ongoing related-party transactions in operating subsidiaries and suppliers .