Dov Goldstein
About Dov Goldstein
Independent director since 2021; age 57; Class II director whose term runs until the 2027 annual meeting . He is CFO of BioAge Labs (Nasdaq: BIOA) since November 2021 and brings 25+ years of healthcare finance and operations experience . The Board deems him independent under Nasdaq and SEC rules, and he qualifies as the Audit Committee Financial Expert; he chaired the Audit Committee in 2024–2025 . Board met 5 times in 2024; other than Mr. Ross, all directors (including Dr. Goldstein) attended at least 75% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indapta Therapeutics | CFO & Chief Business Officer | 2020–2021 | Corporate finance and BD leadership |
| RIGImmune, Inc. | Chief Executive Officer | 2018–2020 | Led company operations and strategy |
| Schrödinger, Inc. (Nasdaq: SDGR) | Chief Financial Officer | 2017–2018 | Public company CFO experience |
| Aisling Capital | Various roles; Managing Partner | 2006–2017 (MP 2014–2017) | PE investing; portfolio oversight |
| Loxo Oncology, Inc. | Chief Financial Officer | 2014–2015 | Financing, capital markets readiness |
| Vicuron Pharmaceuticals, Inc. | Chief Financial Officer | 2000–2005 | Raised >$250M; supported $1.9B sale to Pfizer |
| HealthCare Ventures LLC | Director of Venture Analysis | Prior to Vicuron | Venture diligence and analysis |
External Roles
| Organization | Role | Current/Past | Committee Positions |
|---|---|---|---|
| BioAge Labs (Nasdaq: BIOA) | Chief Financial Officer | Current (since Nov-2021) | N/A (management role) |
| Gain Therapeutics, Inc. (Nasdaq: GANX) | Director | Current | Audit Committee Chair |
| ADMA Biologics (Nasdaq: ADMA) | Director | Past | Not specified |
| Loxo Oncology (Nasdaq: LOXO) | Director | Past | Not specified |
| Esperion Therapeutics (Nasdaq: ESPR) | Director | Past | Not specified |
| Durata Therapeutics (Nasdaq: DRTX) | Director | Past | Not specified |
| Cempra Pharmaceuticals (Nasdaq: CEMP) | Director | Past | Not specified |
Board Governance
- Committee assignments: Audit Committee Chair; member of Compensation Committee and Nominating & Corporate Governance Committee .
- Independence: Board determined Dr. Goldstein is independent per Nasdaq and SEC rules .
- Attendance and engagement: Board met 5 times in 2024; Audit (4), Compensation (1), Nominating (1); directors other than Mr. Ross met at least 75% attendance threshold .
- Anti-hedging policy: Directors prohibited from hedging/monetization transactions (e.g., collars, forward sales) under insider trading policy .
- Indemnification: Company provides indemnification agreements to directors to the fullest extent permitted under Delaware law .
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Fees Earned/Paid in Cash | $63,752 |
| Stock Awards | $0 |
| Stock Option Awards (grant-date fair value) | $29,725 |
| Total | $93,477 |
Non-Employee Director Compensation Policy (structure and fees):
- Annual retainer: $40,000 per director; $60,000 for Chair if non-employee .
- Committee fees (annual): Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $5,000; Nominating Chair $7,500; Nominating member $3,750 .
- Equity grants: 10,000 options upon joining; and annual 10,000 options each January 1; one-year vest; 10-year term; strike at FMV .
- Note: Prior policy granted 5,000 annual options each January 1 (disclosed in 2024 proxy), increased to 10,000 in 2025 policy .
Performance Compensation
- No performance-based cash or equity metrics are disclosed for non-employee directors; director equity grants are time-vested stock options under the director policy .
Other Directorships & Interlocks
- Current: Gain Therapeutics (audit chair) .
- Past: ADMA Biologics, Loxo Oncology, Esperion Therapeutics, Durata Therapeutics, Cempra Pharmaceuticals .
- No related-party transactions or interlocks with COYA’s customers/suppliers disclosed for Dr. Goldstein; Audit Committee oversees related-party transactions per policy .
Expertise & Qualifications
- Education: BS in Biological Sciences (Stanford); MBA (Columbia Business School); MD (Yale School of Medicine) .
- Credentials: Audit Committee Financial Expert designation by the Board .
- Experience: Extensive capital markets, CFO roles, venture investing, and biotech operations across public and private companies .
Equity Ownership
| As of May 6, 2025 | Amount |
|---|---|
| Shares owned directly | 10,000 |
| Options exercisable within 60 days | 22,557 |
| Total beneficial ownership (shares + in-the-money options exercisable ≤60 days) | 32,557 |
| Ownership % of outstanding shares (16,724,998 outstanding) | <1% (asterisk classification) |
| Additional options not exercisable within 60 days | 10,000 |
| Pledging/Hedging | Hedging prohibited by policy; no pledging disclosure |
Option grant structure for directors:
- Automatic annual grant of 10,000 options on January 1 (one-year full vest, 10-year term, strike = FMV) per 2025 policy .
Insider Trades
| Filing Date | Transaction Date | Type | Notes |
|---|---|---|---|
| Jan 19, 2024 | Jan 1, 2024 | Form 4 (late) | Administrative error; reported annual option award for non-employee directors |
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” designation; broad CFO and capital markets background; Audit Committee oversight of related-party transactions .
- Alignment: Holds 32,557 shares including options exercisable within 60 days (<1% of outstanding), consistent with small-cap biotech director norms but modest “skin in the game” percentage .
- Engagement: Met at least 75% attendance threshold in 2024; participates across Audit, Compensation, and Nominating committees .
- Watch items: Late Form 4 in January 2024 (administrative error); time-vested option grants increased from 5,000 to 10,000 annually in 2025 (pay structure shift toward equity) .
- Conflicts: No related-party transactions disclosed for Dr. Goldstein; current external CFO role at BioAge Labs should be monitored for time commitments and potential interlocks; Board affirms independence .