Arun Swaminathan

About Arun Swaminathan

Arun Swaminathan, Ph.D., age 56, is Chief Executive Officer and a director of Coya Therapeutics. He joined Coya as Chief Business Officer in April 2023, was appointed to the Board in August 2024, and became CEO effective November 1, 2024 . He holds a Ph.D. in Pharmaceutical Sciences from the University of Pittsburgh; his background spans corporate development, strategy, and finance across biopharma, with deal-making experience highlighted by company disclosures of multi‑billion-dollar transactions including Coya’s Dr. Reddy’s licensing deal “up to $700 million” prior to becoming CEO .

Past Roles

External Roles

Fixed Compensation

Notes:

• As CBO (pre-CEO), his base was $425,000 with a 40% target bonus per Aug-19-2024 8-K; the Compensation Committee reviewed CEO terms thereafter .

Performance Compensation

• No RSUs/PSUs disclosed for Dr. Swaminathan; equity is delivered via stock options with time‑based vesting. No explicit annual bonus performance metrics, weightings, or payout formulae were disclosed; bonuses are determined against Company-set goals and objectives .

Option awards outstanding (as of 12/31/2024):

• Grant-date fair value of option awards recognized in 2024 comp table: $870,084 .

Implications:

• Ongoing monthly vesting across three grants creates steady potential supply of newly vesting shares, a consideration for insider selling pressure monitoring around lockup/blackout windows .

Equity Ownership & Alignment

• Stock ownership guidelines for executives were not disclosed; no non-compliance noted in filings .

Employment Terms

• At‑will employment; base salary $525,000; target bonus up to 50% of base salary; eligible for discretionary equity awards under the 2021 Plan .
• Termination without cause: 12 months’ continued base salary plus pro‑rata annual bonus for the year of termination, contingent on executing a release .
• Termination for cause: severance ceases, other than accrued obligations .
• Change-in-control: Company states no separate CIC cash arrangements for NEOs; equity plan allows Board discretion (assumption, acceleration, or cash-out) upon a change in control .
• Clawback policy: Awards subject to recoupment to comply with exchange rules and Dodd‑Frank; anti‑hedging policy prohibiting hedging/monetization transactions applies to officers and directors .

Board Governance

• Board service: Director since August 2024; nominee for re‑election as Class III director; currently CEO and director (not independent) .
• Leadership structure: CEO role separated from Executive Chairman (held by former CEO Howard Berman); Board cites separation to enhance oversight .
• Committee roles: Audit (chair: Dov Goldstein; members include Dieter Weinand, Ann Lee), Compensation (chair: Anabella Villalobos; members include Dov Goldstein, Ann Lee), Nominating & Governance (chair: Dieter Weinand; members include Dov Goldstein, Anabella Villalobos). Dr. Swaminathan is not listed on these committees .
• Board independence: Majority independent; independent directors named explicitly (excludes management) .
• Attendance: In 2024, other than Mr. Ross, each director serving during the year attended at least 75% of Board meetings; Board met 5 times in 2024 .
• Director compensation: Employee directors (including Dr. Swaminathan) received no additional pay for Board service in 2024 .

Related Party Transactions and Other Risk Indicators

• Related-party/Item 404: Company discloses no related‑party transactions involving Dr. Swaminathan; 8‑K states no arrangements/understandings for his appointment and no 404(a) transactions .
• Repricing authority: 2021 Equity Incentive Plan permits the administrator to modify/reprice awards without stockholder approval, a governance red flag if exercised .
• Hedging: Prohibited by policy; mitigates misalignment risk .
• Change-in-control cash protections: None disclosed for NEOs; reduces potential “golden parachute” overhang in M&A .

Compensation Structure Analysis

• Mix shift: Heavy reliance on stock options (no RSUs/PSUs disclosed), emphasizing upside alignment but with higher performance risk to the executive than full‑value shares; no disclosed performance‑conditioned equity .
• Guaranteed vs at‑risk: Cash bonus is discretionary based on Company‑set goals; no disclosed metrics/weightings; at‑risk equity via time‑based options is substantial .
• Plan mechanics: Equity plan allows repricing and broad CIC discretion, increasing governance and dilution risk if used; evergreen feature expands share pool annually (context from equity plan) .
• Director independence and leadership: Separation of Chair/CEO is positive; presence of an Executive Chairman (former CEO) can concentrate influence; majority independent mitigates this .

Investment Implications

• Alignment and incentives: CEO pay is meaningfully equity‑linked via multi‑year, time‑vested options at exercise prices ($4.05/$5.90/$8.15) that require share price appreciation to deliver value; monthly vesting across tranches implies steady incremental supply—monitor for insider Form 4 activity around open windows .
• Retention and transition: Single‑trigger severance (12 months base plus prorated bonus) provides moderate retention support without outsized M&A cash protections; lack of CIC cash arrangements limits “parachute” optics in strategic scenarios .
• Governance watch‑items: Plan-level authority to reprice options without shareholder approval is a red flag if exercised; continued reliance on options (vs. performance‑based equity) may under‑emphasize operating KPIs unless paired with rigorous annual bonus targets (not disclosed) .
• Board dynamics: CEO is also a director but not Chair; the Executive Chairman is the former CEO—maintain focus on independence of committees and the Board’s ability to evaluate CEO performance objectively (Board and committees reported majority independence) .

Appendix: Key Data Tables

Executive compensation (select items)

Outstanding equity awards (Swaminathan, as of 12/31/2024)

Beneficial ownership (as of 5/6/2025)

Board/committee snapshot

Governance policies and structural notes

• Anti‑hedging policy in place for officers/directors .
• Equity plan permits repricing by administrator; evergreen increases; clawback compliant with Dodd‑Frank .
• No separate CIC cash benefits for NEOs; equity treatment at Board discretion .