Howard Berman
About Howard H. Berman
Howard H. Berman, PhD, age 51, will join Atea’s Board as an independent Class III director effective immediately following the June 20, 2025 Annual Meeting; he served as a non‑voting Board observer from April 16, 2025 until that appointment . He holds a BS from the University of Michigan and a PhD in Neuroscience and Pharmacology from Weill Cornell Medical College . His initial term runs to the 2026 annual meeting, with independence affirmed by the Board under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coya Therapeutics, Inc. (NASDAQ: COYA) | Founder; CEO and Chair; currently Executive Chairman and director | CEO/Chair 2020–Nov 2024; Executive Chairman since Nov 2024; director since Mar 2020 | Led clinical-stage neurodegenerative pipeline; public company governance experience |
| Imaware Inc. | Founder; former board member | 2018–2024 | Built remote blood biomarker testing; digital health commercialization |
| AbbVie Inc. | Senior Medical Liaison | 2013–2020 | Supported oncology assets, contributed to Venclexta® launch |
| Eli Lilly and Company | Senior Medical Liaison | 2009–2013 | Led scientific collaborations; contributed to Alimta® launch |
| Novartis Pharmaceuticals Corporation | Senior Medical Liaison | 2003–2006 | Managed KOL collaborations across CNS portfolio; contributed to Focalin XR® launch |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Coya Therapeutics, Inc. (NASDAQ: COYA) | Executive Chairman and director | Executive Chairman Nov 2024; director since Mar 2020 | Ongoing board role in neurology-focused biotech |
Board Governance
- Independence: Board determined Berman is independent under Nasdaq standards .
- Committee assignments: None at appointment; Board expects to place him on at least one standing committee after the Annual Meeting and will file an amendment disclosing final committee(s) within four business days thereafter .
- Appointment context: His appointment is part of an agreement with shareholders Bradley L. Radoff and JEC II Associates, including standstill/voting commitments; he was a Board observer until appointment, with access to materials except when necessary to preserve privilege or comply with law .
- Board meeting attendance baseline: In 2024 the Board met five times; all serving directors attended at least 75% of Board and committee meetings. Berman was not on the Board in 2024 .
Annual Meeting voting outcomes (June 20, 2025):
| Proposal | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| Elect Class II directors (Lucidi) | 46,640,587 | 12,559,084 | — | 15,781,736 |
| Elect Class II directors (Murphy) | 41,184,263 | 18,015,408 | — | 15,781,736 |
| Elect Class II directors (Polsky) | 46,597,653 | 12,602,018 | — | 15,781,736 |
| Ratify KPMG | 73,766,274 | 1,192,659 | 22,474 | 0 |
| Say‑on‑Pay (NEOs) | 46,450,302 | 12,107,029 | 642,340 | 15,781,736 |
Governance policies relevant to director effectiveness:
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging or pledging Company stock; no margin accounts .
- Clawback: Board‑adopted compensation recovery policy covering cash and equity incentives following restatements .
- Related‑party oversight: Formal Related Person Transaction Policy; Audit Committee review/approval required and conflicted directors recused .
- Committee independence: All standing committees are independent under Nasdaq rules .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | Effective as of June 20, 2024; applies to non‑employee directors including Berman |
| Committee chair fees | Audit $20,000; Compensation $15,000; NCG $10,000; Strategy & Public Policy $20,000 | Payable if/when assigned as chair |
| Committee member fees | Audit $10,000; Compensation $7,500; NCG $5,000; Strategy & Public Policy $10,000 | Payable if/when assigned as member |
| Meeting fees | None disclosed | Cash fees paid quarterly in arrears |
| Expense reimbursement | Reasonable travel/related expenses reimbursed | Standard director reimbursement |
Performance Compensation
| Equity Award | Shares | Vesting | Strike/Value | Change‑in‑Control |
|---|---|---|---|---|
| Initial stock option (at appointment) | 164,800 | 36 equal monthly installments from grant date | Exercise price at fair market value on grant date | All outstanding director equity awards vest fully immediately prior to a change in control |
| Annual stock option (standard program) | 41,200 | 12 equal monthly installments from grant date | Exercise price at fair market value on grant date | Same as above |
| Annual RSU (standard program) | 29,600 | Single tranche on earlier of 1st anniversary or next Annual Meeting | Grant‑date fair value based on closing price at grant | Same as above |
Additional equity program terms:
- Options expire no later than 10 years from grant; directors have no voting/dividend rights prior to vesting/exercise .
- Director awards paid under the Non‑Employee Director Compensation Program; Berman will also be eligible for “Subsequent Awards” under that program .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Coya Therapeutics (COYA) | Neurodegenerative/autoimmune biotech | Executive Chairman; director | No disclosed supplier/customer relationship with Atea; not an antiviral competitor; no related‑party transactions disclosed involving Berman |
Expertise & Qualifications
- Deep scientific and clinical development background across AbbVie, Lilly, and Novartis; contributed to multiple blockbuster launches (Venclexta®, Alimta®, Focalin XR®) .
- Founder‑operator experience as CEO/Chair and now Executive Chairman of a public biotech; governance and capital markets familiarity .
- Combines neuroscience/pharmacology training with commercialization and KOL network development .
Equity Ownership
- As of the April 22, 2025 record date, the beneficial ownership table lists current directors, NEOs, and ≥5% holders; Berman was appointed effective after the Annual Meeting and is not included in that table. No beneficial ownership by Berman is disclosed in the proxy as of that date .
Governance Assessment
- Positives: Independence affirmed; no related‑party transactions disclosed; strong anti‑hedging/pledging and clawback policies; equity awards and time‑based vesting support alignment; appointment expected to enhance Board’s scientific/commercial oversight .
- Watch items: Appointment arises from a shareholder agreement with Radoff/JEC including standstill and voting commitments; however, the activists expressly represented they have not compensated any person for Board service, mitigating third‑party influence concerns . Berman’s external Executive Chairman role at COYA raises time‑commitment considerations; no competitive or related‑party conflicts disclosed .
- Near‑term signals: Board expects to appoint Berman to at least one committee—monitor committee placement (e.g., Audit/Compensation) for impact on oversight; Company will file an amendment detailing those assignments . Say‑on‑Pay support at the 2025 meeting (46.45M For vs. 12.11M Against) suggests acceptable investor sentiment toward compensation governance while Board refreshment continues .
RED FLAGS to monitor: Any future compensation or arrangements between external shareholders and directors (currently disclaimed) ; any hedging/pledging breaches (prohibited) ; any related‑party transactions involving Berman (none disclosed to date) .