Dieter Weinand
About Dieter Weinand
Independent director of Coya Therapeutics since August 2023; age 64; Class I director with term continuing to the 2026 annual meeting. He holds an M.S. in Pharmacology and Toxicology from Long Island University and a B.A. in Biology from Concordia College. Career credentials include CEO of Bayer’s Pharmaceutical Division, EVP at Sanofi, senior commercial leadership at Pfizer and Bristol-Myers Squibb, and multiple board roles in biotech .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer AG | President and CEO, Pharmaceutical Division | Jul 2014–Nov 2018 | Led global pharma division; previously Bayer board member (2013–2014) |
| Sanofi S.A. | EVP, Primary Care | Nov 2018–Mar 2020 | Led global primary care franchise |
| Otsuka Pharmaceutical Co., Ltd. | President, Global Commercialization | 2013–2014 | Global launch/commercial scaling |
| Pfizer Inc. | President, Primary Care & Asia-Pacific Region | 2010–2013 | Regional P&L, commercial leadership |
| Bristol-Myers Squibb | President / SVP / VP | 2001–2010 | Multiple senior commercial roles |
| F.H. Faulding, Inc. | Senior Vice President | 2000–2001 | U.S. pharma leadership |
| Warner-Lambert | Managing Director, Director, VP, Senior Director | 1994–2000 | International product management; acquired by Pfizer in 2000 |
| Pharmos Corporation | Vice President | 1994 | Corporate leadership |
| Lederle International | Director; Area Business Operations Coordinator; International Product Manager | 1990–1994 | Global operations/product roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Replimune Group, Inc. (Nasdaq: REPL) | Chairman of the Board | Current | Chair of oncology-focused biotech board |
| Reunion Neuroscience, Inc. | Director | Current | Clinical-stage CNS company |
| Field Trip Health Ltd. | Director; Comp Committee Member; Audit Committee Chair | Oct 2019–Jul 2022 | Chaired audit; served on compensation |
| Bayer AG | Board Member | 2013–2014 | Corporate board service |
| HealthPrize Technologies LLC | Board Member | 2014–2018 | Digital health governance |
Board Governance
- Independence: Board determined Weinand is independent under Nasdaq and SEC rules .
- Committee assignments (current): Audit Committee member; Chair, Nominating & Corporate Governance Committee. Compensation Committee membership is Goldstein, Villalobos, Lee (not Weinand) .
- Attendance: The Board met 5 times in 2024; Weinand attended at least 75% of Board meetings (Ross was the only exception). Audit met 4 times; Compensation 1; Nominating & Corporate Governance 1, with multiple unanimous written consents .
- Board structure: CEO and Executive Chairman roles separated in late 2024; independent directors oversee risk via committees (Audit: financial/cyber; Compensation: pay risk; Nominating: independence/conflicts) .
- Anti-hedging policy applies to directors; hedging/monetization transactions are prohibited .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Option Awards (Grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $53,335 | $29,725 | $83,060 |
| 2023 (partial year) | $17,084 | $27,080 | $44,164 |
| Non-Employee Director Compensation Policy | Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $40,000 | $60,000 if non-employee Chairman |
| Committee fees – Audit | Chair $15,000; Member $7,500 | |
| Committee fees – Compensation | Chair $10,000; Member $5,000 | |
| Committee fees – Nominating & Governance | Chair $7,500; Member $3,750 |
Compensation alignment: Weinand’s 2024 cash fees are broadly consistent with policy (base $40,000 plus Audit member $7,500 and Nominating member $3,750 pre-chair transition) with small variance likely due to proration/timing; he became Nominating Chair by 2025 .
Performance Compensation
| Equity Award Policy (Directors) | Shares | Vesting | Term | Exercise Price |
|---|---|---|---|---|
| Upon joining Board | 10,000 options | Fully vest at 1-year anniversary | 10 years | FMV at grant date |
| Annual grant (2024 policy) | 5,000 options each Jan 1 | Fully vest at 1-year anniversary | 10 years | FMV at grant date |
| Annual grant (2025 policy update) | 10,000 options each Jan 1 | Fully vest at 1-year anniversary | 10 years | FMV at grant date |
Note: No RSUs/PSUs or performance metrics apply to director equity; grants are time-based with at-the-money options designed for alignment .
Other Directorships & Interlocks
| Company | Segment Overlap with COYA | Potential Interlock/Conflict |
|---|---|---|
| Replimune (oncolytic immunotherapy) | Oncology vs. COYA neuroimmunology | No related-party transactions disclosed; low direct product overlap |
| Reunion Neuroscience (CNS/psychedelics) | CNS adjacency | No related-party transactions disclosed |
| Field Trip Health (prior) | Mental health clinics/tech | Prior role; no current interlocks disclosed |
No related-party transactions involving Weinand were disclosed in 2024–2025 proxies .
Expertise & Qualifications
- Senior global commercial leadership across Big Pharma and biotech (Sanofi, Bayer, Pfizer, BMS) .
- Audit oversight experience (Audit Chair at Field Trip Health Ltd.; Audit Committee member at COYA) .
- Chairman experience at Replimune; multiple board roles in clinical-stage companies .
- Formal scientific training (Pharmacology/Toxicology) and broad geographic/functional experience .
Equity Ownership
| Date | Direct Shares | Options Exercisable within 60 days | % of Class |
|---|---|---|---|
| Mar 22, 2024 | — | — (options not within 60 days) | — |
| May 6, 2025 | — | 15,000 | <1% |
As of Dec 31, 2024, Weinand held vested/unvested options totaling 15,000 (aggregate), consistent with join + 2024 annual grant under 2024 policy .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance and serves on Audit; attendance threshold met; board separates CEO and Executive Chairman roles post-2024, improving oversight; anti-hedging and clawback frameworks in place .
- Alignment: Director equity is entirely at-the-money options with 10-year terms and 1-year vesting; however, Weinand’s beneficial ownership consists of options only and remains <1%—skin-in-the-game is modest for alignment with shareholders .
- Pay structure change: Annual option grant doubled from 5,000 (2024 policy) to 10,000 (2025 policy), increasing equity compensation to directors; monitor for dilution and pay inflation .
- Red flags: One late Form 4 filing for January 1, 2024 director option awards due to administrative error (noted across multiple directors); no related-party transactions involving Weinand; no pledging disclosed .
- Committee effectiveness: Audit Committee chaired by an audit financial expert (Goldstein); Weinand’s audit role plus governance chairmanship strengthens independence and board evaluation/nomination processes .
Insider Trades
| Date | Filing/Transaction | Notes |
|---|---|---|
| Jan 19, 2024 | Late Form 4 filed | Reported January 1, 2024 director option award; administrative error affected several directors (including Weinand) |
Fixed Compensation (detail)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $53,335 | Includes base and committee fees per policy |
| Option awards (FASB ASC 718 fair value) | $29,725 | 2024 grants under 2021 Equity Plan |
| Total | $83,060 |
Performance Compensation (detail)
| Award Type | Shares Outstanding (Dec 31, 2024) | Vesting | Exercise Price | Expiration |
|---|---|---|---|---|
| Stock options | 15,000 (vested + unvested) | Per policy: fully vest at 1-year anniversary | FMV at grant date | 10 years |
Governance Quality Signals
- Positive: Independent status; governance chair; audit membership; attendance; risk oversight clarity; clawback policy; anti-hedging .
- Watch items: Low direct share ownership; expanded annual equity grant in 2025 policy; prior administrative lapse on Section 16 reporting .
Notes and References
- Board and committee composition, independence, meetings:
- Director biography and external roles:
- Director compensation policy and awards:
- Equity plan and clawback details:
- Beneficial ownership:
- Late Section 16 filing: