Ann Lee
About Ann Lee
Ann Lee, Ph.D. (age 63), has served as an independent director of Coya Therapeutics since June 2021. She is currently Chief Technical Officer at Prime Medicine (since Oct 2021) and previously held senior technical and manufacturing leadership roles at Bristol‑Myers Squibb, Juno Therapeutics, Roche/Genentech, and Merck. She is elected to the National Academy of Engineering, is a fellow of the American Academy of Arts and Sciences and American Institute of Medical and Biological Engineering, and holds a B.S. from Cornell and an M.S./Ph.D. in Biochemical Engineering from Yale .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | R&D; VP Process Engineering & Technical Operations across 10 chemical sites | 1989–2005 | Led vaccine development; global technical operations |
| Genentech | VP Process R&D | 2005–2010 | Process development leadership |
| Roche (dual roles incl. Genentech) | SVP; Head of Global Technical Development | 2010–2017 | Led development/delivery of all clinical-stage products; technology transfer; commercial product technical support |
| Juno Therapeutics | EVP Technical Operations | 2017–2018 | Cell therapy manufacturing/processes |
| Bristol‑Myers Squibb | Led cell therapy development/manufacturing, facilities, global supply chain | 2019–2021 | Built global supply chain for cell therapy; facility design |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prime Medicine, Inc. | Chief Technical Officer | Oct 2021–present | Technical/manufacturing leadership |
| Alliance for Regenerative Medicine | Director | Current | Industry advocacy board |
| American Institute of Chemical Engineers (AIChE) | Director | Current | Professional society governance |
| JW (Cayman) Therapeutics Co. Ltd. | Director | Since 2020 | Cell therapy board role |
Board Governance
- Independence: Board determined Ann Lee is independent under Nasdaq and SEC rules .
- Committees: Audit Committee member (Audit Chair: Dov Goldstein) ; Compensation Committee member (Comp Chair: Anabella Villalobos) . Not on Nominating & Corporate Governance (Chair: Dieter Weinand) .
- Attendance: In FY2024, all directors except Mr. Ross attended at least 75% of Board meetings; Audit met 4 times, Compensation met 1 time plus 9 unanimous consents; Nominating met 1 time .
- Audit Committee Report: Signed by Goldstein, Weinand, and Ann Lee for FY2024 financials .
- Anti‑hedging: Company prohibits hedging/monetization (e.g., zero‑cost collars, forward sale contracts) for officers/directors and related parties .
Fixed Compensation
| Item (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (policy) | $40,000 | $60,000 if Chair and non‑employee director |
| Committee fees (policy) | Audit Chair $15,000; member $7,500; Comp Chair $10,000; member $5,000; Nominating Chair $7,500; member $3,750 | Ann Lee is Audit & Comp member (non‑chair) |
| Fees earned/paid in cash (Ann Lee) | $52,500 | Actual FY2024 cash fees received |
| Meeting fees | Not disclosed | No separate per‑meeting fees disclosed |
Compensation mix indication: Ann Lee’s FY2024 total director compensation was $82,225, with cash fees of $52,500 and option award fair value of $29,725 (majority cash) .
Performance Compensation
| Equity/Performance Element | Detail | Terms |
|---|---|---|
| Annual director option grant (policy) | Automatic stock options to purchase 10,000 shares each Jan 1 | One‑year full vest; 10‑year term; exercise price at 100% FMV on grant date; granted under 2021 Incentive Plan |
| Joining grant (policy) | Stock options to purchase 10,000 shares upon joining Board | Same vest/term/pricing mechanics |
| FY2024 option award (Ann Lee) | Grant date fair value $29,725 | Aggregate fair value reported; share count per award not disclosed in table |
| Performance metrics tied to director pay | None disclosed | Director comp is cash retainers/committee fees and annual options; no TSR/EBITDA/revenue targets disclosed for directors |
Note on policy change: The annual automatic grant increased from 5,000 options (disclosed in 2024 proxy) to 10,000 options in the 2025 proxy’s current policy .
Other Directorships & Interlocks
| Company/Organization | Relationship to COYA | Potential Interlock/Conflict Note |
|---|---|---|
| Prime Medicine (CTO) | None disclosed | No related‑party transactions disclosed involving Ann Lee |
| JW Therapeutics (Director) | None disclosed | Overlapping industry (cell therapy), but no transactions disclosed |
| Alliance for Regenerative Medicine; AIChE | None disclosed | Industry/non‑profit boards; no conflicts disclosed |
- Compensation Committee interlocks: Company discloses none among executive officers and other entities .
Expertise & Qualifications
- Deep technical/manufacturing leadership across biologics, vaccines, small molecules, and cell therapy; contributed to licensure/commercialization of 25 medicines and vaccines; authored 40+ publications; holds patents .
- Recognitions: National Academy of Engineering; fellow of AAAS and AIMBE; member of Washington State Academy of Sciences .
- Education: B.S. Cornell; M.S./Ph.D. Yale in Biochemical Engineering (molecular biophysics/biochemistry concentration) .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Ann Lee | 17,479 | 22,557 | 40,036 | <1% |
- Shares outstanding: 16,724,998 as of May 6, 2025 .
- Anti‑hedging policy applies; no pledging disclosures identified for Ann Lee .
Insider Trades and Filing Practices
| Date Filed | Underlying Event Date | Description | Note |
|---|---|---|---|
| Jan 19, 2024 | Jan 1, 2024 | One late Form 4 filed by Ann Lee reporting annual option award; administrative error (four directors affected) | Company disclosure of late filings |
| Mar 5, 2024 | Aug 22, 2023 | Late Form 4 by Ann Lee for purchase in spouse’s IRA | Company disclosure of late filing |
Governance Assessment
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Strengths
- Independent director with deep bioprocess/manufacturing and cell therapy expertise; adds technical oversight value to a clinical‑stage biotech .
- Active on Audit and Compensation Committees; signed Audit Committee report, supporting financial reporting oversight and compensation governance .
- Anti‑hedging policy reduces alignment risks from derivatives/monetization .
-
Alignment
- Holds common stock and vested/unvested options; beneficial ownership is <1% (typical for small‑cap biotech directors), with mix favoring cash plus annual options .
-
Watch items / RED FLAGS
- Section 16(a) late filings in 2023–2024 (administrative) indicate process control gaps; low severity but should be remediated .
- 2021 Equity Incentive Plan permits award repricing without stockholder approval—shareholder‑unfriendly if used; monitor Compensation Committee practice .
- No director stock ownership guidelines disclosed; consider adopting guidelines to strengthen alignment .
-
Conflicts/Related Party
- No related‑party transactions disclosed involving Ann Lee; Compensation Committee interlocks reported as none .
-
Attendance/Engagement
- Board attendance threshold met (≥75%) for FY2024; participates across key committees .