Mats Wahlström
Coherus OncologyAbout Mats L. Wahlström
Independent director at Coherus BioSciences since January 2012; age 70; lead independent director. Former co‑CEO of Fresenius Medical Care North America; President & CEO of Fresenius Medical Services; senior finance and operating roles at Gambro AB. Designated audit committee financial expert; B.S. in Economics & Business Administration from University of Lund, Sweden .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fresenius Medical Care North America | Co‑CEO | Jan 2004–Dec 2009 | Led large dialysis operations in U.S. |
| Fresenius Medical Services | President & CEO | Nov 2002–Dec 2009 | Operated >1,700 dialysis clinics; payer/provider operations |
| Gambro AB (Group) | CFO; President Gambro North America; CEO Gambro Healthcare Inc. | Prior to 2002 (years not specified) | Financial leadership and North America operations |
| KMG Capital Partners, LLC | Senior leader; Executive Chairman | Apr 2012–May 2023 | Investment/board leadership |
External Roles
| Organization | Role | Status/Notes | Tenure |
|---|---|---|---|
| HW Investment Partners, LLC | Co‑Chairman | Private investment | Current |
| Triomed AB | Chairman | Medical device (Sweden) | Since Oct 2016 |
| TriSalus Lifesciences Inc. | Chairman | Life sciences | Since Jan 2017 |
| Caduceus Medical Holdings, Inc. | Chairman | Healthcare | Since Aug 2010 |
| Alteco Medical AB | Director | Medical device | Since Oct 2012 |
| Circuit Clinical Solutions, Inc. | Director | Clinical trials network | Since Jul 2016 |
| Health Grades, Inc. | Director | Nasdaq-listed; sold Oct 2010 | Mar 2009–Oct 2010 |
| Getinge AB | Director | Swedish Stock Exchange-listed | Mar 2012–Mar 2017 |
| Zynex Inc. | Director | Over‑the‑counter medical device | Oct 2010–Jan 2014 |
Board Governance
- Lead Independent Director: Presides over executive sessions; liaison to management; board structure reviewed periodically .
- Independence: Board determined Wahlström is independent under Nasdaq; heightened independence for audit/nom‑gov committees met .
- Committee assignments:
- Audit Committee: Member; expected member post‑2025 meeting; committee includes Wahlström, Satvat, Karachun (Chair), Erbez .
- Nominating & Corporate Governance Committee: Member; committee chaired by Satvat (members include Wahlström, O’Donnell‑Tormey) .
- Audit Committee financial expert: Board designated Wahlström as audit committee financial expert; financially literate and independent .
- Attendance: In 2024, Board met 6 times; Audit 4; Compensation 6; Nominating & Corporate Governance did not meet; each director attended ≥75% of meetings of Board and committees served .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned in Cash | 121,250 | Reflects base retainer plus role/committee fees per policy |
| Director Compensation Policy (structure) | — | Base annual retainer $50,000; Lead Independent Director retainer $40,000 (raised from $30,000 in Apr 2024); Audit member $10,000; Audit Chair $20,000; Compensation member $10,000 (raised Apr 2024); Compensation Chair $20,000 (raised Apr 2024); Nominating & Corporate Governance member $5,000; Chair $10,000; Strategic Transaction Committee member $12,500; Chair $25,000 |
Performance Compensation
| Equity Element | 2024 Grant/Value | Vesting/Terms |
|---|---|---|
| Option Awards (grant date fair value) | 130,782 | Annual director option grants vest in full at 1‑year; initial director grant 168,000 shares vests 1/3 at 1 year, then monthly over 3 years; exercise price = closing price on grant date |
| Shares Subject to Outstanding Options (as of 12/31/2024) | 382,250 | Aggregated across historical director grants (see vesting policy above) |
No director performance metrics (e.g., revenue/EBITDA targets) are tied to director compensation; director equity is time‑based options per policy .
Other Directorships & Interlocks
- Multiple concurrent chair/director roles in healthcare/life sciences (Triomed AB, TriSalus Lifesciences, Caduceus Medical Holdings, Alteco Medical AB, Circuit Clinical), and prior public boards (Getinge AB, Health Grades, Zynex) may enhance industry insights. The company discloses no related‑party transactions since Jan 1, 2023 above materiality thresholds .
Expertise & Qualifications
- Audit committee financial expert; financial sophistication confirmed by Board .
- Decades of executive leadership in healthcare operations and finance (Fresenius, Gambro); current leadership across medtech/biopharma boards .
- Lead independent director responsibilities signal active independent oversight and engagement .
Equity Ownership
| Ownership Detail | Shares | % of Outstanding |
|---|---|---|
| Shares owned (Leonard Capital, LLC) | 99,988 | * (less than 1%) |
| Options exercisable within 60 days (as of 4/24/2025) | 287,250 | * (less than 1%) |
| Total beneficial ownership (shares + near‑term exercisable options) | 387,238 | * (less than 1%) |
Anti‑hedging policy prohibits directors/officers/employees from hedging company stock; no pledging disclosures noted for Wahlström .
Governance Assessment
-
Strengths:
- Long‑tenured independent director serving as Lead Independent Director; presides over executive sessions; liaison to management .
- Designated audit committee financial expert; member of key oversight committees (Audit; Nominating & Corporate Governance) .
- Director compensation mix balanced with modest cash retainer and equity options aligning interests with shareholders; clear vesting and grant practices; no timing around MNPI .
- No related‑party transactions since Jan 1, 2023; clawback policy for executive incentive pay; anti‑hedging policy in place .
-
Watch items / RED FLAGS:
- One Form 4 filed two days late for a transfer to an entity he controls (procedural compliance lapse) .
- Long tenure (since 2012) can raise independence perception risk in general, though Board affirms independence and heightened independence for committee service .
-
Shareholder feedback context:
- 2024 Say‑on‑Pay received 68.8% approval; while focused on NEO pay, it indicates mixed investor sentiment on compensation practices overall .
-
Compensation structure observations:
- Director equity delivered via stock options (not RSUs); policy adjustments in April 2024 increased lead director and compensation committee fees—no evidence of guaranteed pay inflation beyond policy updates .
- Equity award timing policies and avoidance of grants around MNPI demonstrated; CFO grant analyzed with disclosed price change window .
Insider Trades and Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance | All directors/officers compliant in 2024, except one Form 4 filed two days late by Wahlström for transfer to an entity he controls |
Attendance & Engagement
| 2024 Activity | Detail |
|---|---|
| Board & Committee meetings | Board: 6; Audit: 4; Compensation: 6; Nominating & Corporate Governance: 0 |
| Attendance | Each director attended ≥75% of Board/committee meetings while serving |
| Annual meeting attendance policy | Encouraged but not mandatory |
Committee Roles Summary
| Committee | Role | Notes |
|---|---|---|
| Audit | Member; audit committee financial expert | Expected post‑2025 members: Wahlström, Satvat, Karachun (Chair), Erbez |
| Nominating & Corporate Governance | Member | Chair: Satvat; members include Wahlström, O’Donnell‑Tormey |
| Board Leadership | Lead Independent Director | Presides over executive sessions; liaison to management |
Related Party / Conflicts
| Disclosure | Status |
|---|---|
| Related‑party transactions since Jan 1, 2023 | None meeting disclosure thresholds |
| Anti‑hedging policy | Prohibits hedging transactions for directors/officers/employees |
| Clawback policy | Adopted Dec 1, 2023 for executive incentive compensation; Nasdaq/SEC‑compliant |
Director Compensation Details (2024)
| Metric | Amount |
|---|---|
| Fees Earned in Cash ($) | 121,250 |
| Option Awards – Grant Date Fair Value ($) | 130,782 |
| Total ($) | 252,032 |
| Shares Subject to Outstanding Options (count) | 382,250 |
Director option grant mechanics: Initial grant 168,000 shares with 3‑year vest; annual grant 112,000 shares vests at 1‑year; exercise price at closing price on grant date .
Notes on Company Compensation Governance
- Compensation Committee uses independent consultant Aon; independence affirmed; no conflicts; outside counsel also deemed independent .
- Equity award timing policy designed to avoid granting around material nonpublic information; anti‑hedging policy attached to 10‑K .