Howard Berman
About Howard Berman
Howard Berman, Ph.D., is Executive Chairman of Coya Therapeutics; he co‑founded the company, served as Chairman since 2020, was CEO from 2020 until October 30, 2024, and became Executive Chairman effective November 2024 . He is 51 years old and has 18+ years operating at the science–business interface; education includes a B.A. in Biology (University of Michigan) and M.S./Ph.D. in Neuroscience and Pharmacology (Weill Cornell Medical School) . Prior roles include leadership and medical science liaison positions at AbbVie (2013–2020), Novartis (2003–2006), and Eli Lilly, as well as technology transfer at MD Anderson, with experience launching Venetoclax in CLL and supporting solid tumor programs . Board leadership is currently separated (Executive Chairman distinct from CEO), with Coya’s board comprised of a majority of independent directors; Berman is not listed as independent or as a member of board committees, which are led by independent directors .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AbbVie | Medical Science Liaison; oncology launches | 2013–2020 | Launched Venetoclax in CLL; supported multiple solid tumor assets |
| Novartis | Leadership roles | 2003–2006 | Scientific liaison with KOLs; collaborations and trials |
| Eli Lilly | Leadership roles | Not stated | Scientific PoC to KOLs; collaborations/trials |
| MD Anderson (Tech Transfer) | Technology transfer associate | Not stated | Assessed market/patent/scientific merits of oncology platforms |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Atea Pharmaceuticals (Nasdaq: AVIR) | Director | Current | Clinical-stage antiviral developer; external network/insights |
Fixed Compensation
| Component | Status/Terms | Effective period | Notes |
|---|---|---|---|
| Base salary (Executive Chairman) | $420,000 | Appointed Nov 1, 2024 | Set by Executive Chairman employment agreement |
| Target annual bonus (Executive Chairman) | Up to 50% of base salary | Ongoing | Based on goals set by the Board |
| Base salary (CEO) | $580,000 | Prior CEO agreement (Dec 15, 2020, as amended) | Applied through 10/30/2024 |
| Target annual bonus (CEO) | 50% of base salary | Prior CEO agreement | Based on company objectives |
| Car allowance (CEO) | $500/month | Prior CEO agreement | Perquisite while CEO |
Summary Compensation (multi‑year)
| Year | Salary ($) | Bonus ($) | Option Awards (FASB ASC 718 FV) ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 553,333 | 276,667 | 1,850,268 | 2,680,268 |
| 2023 | 580,000 | 253,750 | 483,450 | 1,317,200 |
Note: As an employee‑director, Berman received no additional director fees in 2024; employee directors do not receive non‑employee director compensation .
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing | Notes |
|---|---|---|---|---|---|
| Annual cash bonus (Executive Chairman) | Not disclosed | Up to 50% of base | Determined by Board vs goals | Annual | Plan terms disclosed; specific metrics not enumerated |
| Annual cash bonus (CEO – prior) | Not disclosed | 50% of base | Paid $276,667 in 2024 (covers CEO + Exec Chair service) | Annual | Metrics not disclosed; payout shown in SCT |
| Equity options (see table below) | N/A | N/A | Grant-date FV $1,850,268 (2024) | Time‑based monthly vesting | No PSU/RSU metrics disclosed; all options |
Equity grant timing near MNPI
| Grant date | Securities | Exercise price ($/sh) | Grant‑date fair value ($/sh) | Price move around MNPI |
|---|---|---|---|---|
| 06/03/2024 | 163,663 options | 8.15 | 6.80 | −2.23% change around disclosure window |
Equity Ownership & Alignment
Beneficial ownership (as of May 6, 2025; 16,724,998 shares outstanding)
| Holder | Shares beneficially owned | % of class | Components/notes |
|---|---|---|---|
| Howard Berman (NEO/Director) | 1,230,730 | 7.2% | Includes 10,000 direct; 939,338 via Bertex LLC (he is MD); 281,392 options exercisable within 60 days; excludes 352,553 options not exercisable within 60 days |
Outstanding equity awards (as of Dec 31, 2024)
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| 02/27/2023 | 100,833 | 64,167 | 3.85 | 02/27/2033 | Equal monthly over 36 months from 03/27/2023 |
| 01/31/2024 | 47,263 | 107,417 | 5.90 | 01/31/2034 | Equal monthly over 36 months from 02/29/2024 |
| 06/03/2024 | 31,823 | 131,840 | 8.15 | 06/03/2034 | Equal monthly over 36 months from 07/03/2024 |
Alignment policies and signals
- Anti‑hedging/monetization policy prohibits zero‑cost collars, forward sales and similar transactions for officers/directors/employees and their controlled entities .
- No pledging policy is disclosed in the proxy; beneficial ownership and option details are provided, but no pledging is described; anti‑hedging is explicit .
- Equity overhang context: 2,228,391 options outstanding at 12/31/2024 (WAE $5.08); 254,885 shares available then, with an evergreen adding 668,297 shares on Jan 1, 2025; awards outstanding as of May 6, 2025 cover 1,698,730 shares (all options) .
Employment Terms
- Executive Chairman agreement (effective Nov 1, 2024): Base salary $420,000; target annual bonus up to 50% of base; eligible for equity awards at Board discretion; at‑will employment .
- Severance: If terminated without cause, 12 months base salary continuation and prorated annual bonus for year of termination, subject to release; if for cause, only accrued obligations are paid .
- Prior CEO agreement (Dec 15, 2020, as amended): Base $580,000; target bonus 50%; $500/month car allowance; if terminated without cause, 12 months salary continuation, subject to release .
- Change‑in‑control: Company states it has no plans, agreements, or arrangements providing payments to named executive officers in connection with a change in control (beyond the severance noted above) .
- Benefits: Broad‑based medical, dental, vision benefits available to employees, including NEOs .
Board Service and Governance Considerations
- Board service: Director since 2020; Executive Chairman since Nov 2024; previously Chairman and CEO (combined role) through Oct 30, 2024 .
- Leadership structure: CEO and Chair roles are now separated; board cites separation as supporting independent oversight .
- Independence/committees: Independent directors are Goldstein, Lee, Villalobos, Weinand, and Ross; Audit (Goldstein chair; members Weinand, Lee) and Compensation (Villalobos chair; members Goldstein, Lee) committees are fully independent; Berman is not listed on committees .
- Attendance: Board met five times in 2024; except for Mr. Ross, all directors serving during 2024 attended at least 75% of meetings .
Compensation Structure Analysis
- Mix and trend: 2024 pay was predominantly equity‑based, with option grant fair value of $1.85M the largest component of total $2.68M, versus $0.48M equity value within $1.32M total in 2023, indicating an increased emphasis on equity‑linked compensation year over year .
- Metric transparency: Cash bonus targets are defined as a percentage of salary, but specific performance metrics (e.g., revenue/TSR/clinical milestones) and weightings are not disclosed; payouts appear discretionary against internally set goals .
- Grant timing controls: The company discloses equity grant timing relative to material nonpublic information; Berman’s 6/3/2024 grant occurred within a monitored window with no positive “spring‑loading” effect indicated (−2.23% subsequent price change) .
Related Party and Conflicts
- Related party transaction: Appointment as Executive Chairman under employment agreement effective Nov 1, 2024 is reported under related‑party transactions; Coya maintains a related‑party transaction policy overseen by the Audit Committee .
- Beneficial ownership via entity: Bertex LLC (managed by Berman) owns 939,338 shares; due to his control, shares are attributed to him for beneficial ownership reporting .
Equity Ownership & Director Compensation (for dual‑role clarity)
- Employee‑director treatment: During 2024, Berman (employee‑director) received no additional board fees; non‑employee director compensation consists of cash retainers and annual option grants under a formal policy, with committee chair/member fees and annual automatic 10,000‑share option grants vesting in one year .
Investment Implications
- Alignment and retention: Large beneficial ownership (7.2%) combined with multi‑tranche, time‑vested options through 2027 aligns incentives with equity value creation and creates ongoing vesting overhang that could modestly influence insider selling cadence as options vest, though hedging is prohibited .
- Governance: Separation of CEO and Chair roles and fully independent key committees mitigate prior combined‑role concerns; Berman’s status as Executive Chairman (non‑independent) is balanced by an independent majority board and committee leadership .
- Pay‑for‑performance visibility: Bonus targets are formulaic as a percent of salary, but absence of disclosed performance metrics reduces external visibility into pay‑for‑performance rigor; equity dominates pay mix, providing leverage to share price outcomes .
- Change‑in‑control economics: Lack of special CIC arrangements limits windfall risk; severance is single‑trigger for termination without cause (12 months salary plus prorated bonus), typical for small/mid‑cap biotech .
- Trading signals: Upcoming monthly vesting from 2023–2024 option grants may create episodic liquidity by the Executive Chairman; grant‑timing disclosure and anti‑hedging policy reduce risk of opportunistic timing or hedging .