Wilbur Ross
About Wilbur Ross
Wilbur L. Ross, Jr. (age 87) is an independent Class I director of Coya Therapeutics, serving since November 2023 with a term continuing until the 2026 annual meeting. He is the former U.S. Secretary of Commerce (2017–2021) and previously Chairman and Chief Strategy Officer of WL Ross & Co. LLC, with over five decades of investment banking and private equity experience. He holds an undergraduate degree in English literature from Yale University and graduated with distinction from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Commerce | 39th Secretary of Commerce | Feb 28, 2017 – 2021 | Principal voice of business in the Administration; focus on tools for entrepreneurs and jobs |
| WL Ross & Co. LLC | Chairman & Chief Strategy Officer | Multi-decade | Restructured >$400B of assets across diverse industries; chair/lead director for >100 companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Japan Society | Chairman | Not specified | Philanthropic leadership |
| Brookings Institution | Trustee; Chair of Economic Studies Council | Not specified | Policy and economic studies engagement |
| Musée des Arts Décoratifs (Paris) | International Counsel Member | Not specified | Cultural institution support |
| Blenheim Foundation | Trustee | Not specified | Philanthropy |
| American Friends of the Rene Magritte Museum (Brussels) | President | Not specified | Arts patronage |
| Palm Beach Civic Association | Director | Not specified | Community leadership |
| Yale School of Management | Advisory Board Member | Not specified | Academic advisory role |
Board Governance
- Independence: The Board determined Ross is independent under Nasdaq and SEC rules .
- Committees: Audit Committee (Dov Goldstein, Chair; Dieter Weinand; Ann Lee) ; Compensation Committee (Anabella Villalobos, Chair; Dov Goldstein; Ann Lee) ; Nominating & Corporate Governance (Dieter Weinand, Chair; Dov Goldstein; Anabella Villalobos) . Ross is not listed on any standing committee .
- Attendance: In FY2024 the Board met 5 times; other than Mr. Ross, each director attended at least 75% of Board meetings. This indicates Ross attended less than 75% of meetings (RED FLAG) .
- Tenure on Board: Director since 2023; Class I term continues until 2026 .
- Anti-hedging: Company policy prohibits hedging/monetization transactions like zero-cost collars and forward sales (alignment positive) .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 40,000 | 0 (no committee service) | 0 | 55,850 | 95,850 |
- Non-Employee Director Compensation Policy (structure): Annual retainer $40,000; Chairman (if non-employee) $60,000; Committee chair/member fees: Audit $15,000/$7,500; Compensation $10,000/$5,000; Nominating & Governance $7,500/$3,750. Compensation may be made in stock options at Board’s discretion .
Performance Compensation
| Equity Component | Grant Mechanics | Typical Grant Size | Vesting | Notes |
|---|---|---|---|---|
| Non-employee director options | Automatic upon joining; and each Jan 1 while serving | 10,000 shares on joining; 10,000 shares annually | Fully vests on 1-year anniversary; 10-year term; strike at 100% FMV on grant date | Granted under 2021 Incentive Plan |
Vested vs Unvested Options (as of May 6, 2025):
- Options exercisable within 60 days: 10,000
- Options not exercisable within 60 days: 10,000
Other Directorships & Interlocks
- Current public company boards: Not disclosed in the proxy for Ross; biography notes past service as chair/lead director at >100 companies across >20 countries (historical breadth, no current interlocks identified at COYA) .
- Committee roles at other public companies: Not disclosed .
Expertise & Qualifications
- Deep restructuring and turnaround expertise; elected to both the Private Equity Hall of Fame and Turnaround Management Hall of Fame .
- Recognitions: Bloomberg Markets “50 most influential in global finance”; international awards from South Korea (financial crisis support) and Japan (Order of the Rising Sun) .
- Education: Yale (BA, English); Harvard Business School (graduated with distinction) .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | Options Not Exercisable ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Wilbur L. Ross | 165,016 | 10,000 | 10,000 | 175,016 | 1.1% |
- Ownership basis: Percentage calculated on 16,724,998 shares outstanding (Record Date May 6, 2025) and in accordance with SEC beneficial ownership rules .
Governance Assessment
- Independence and alignment: Ross is independent under Nasdaq/SEC standards . He holds a meaningful personal stake (1.1%) plus options, which supports alignment with shareholders .
- Engagement risk: Attendance below 75% in FY2024 is a notable governance red flag for board effectiveness; it may signal limited engagement or availability (particularly concerning for a small-cap biotech requiring active oversight) .
- Committee influence: Absence from all standing committees limits direct involvement in audit oversight, compensation design, and governance/nominations—a potential effectiveness gap relative to peers .
- Pay structure: Director compensation is modest in cash ($40k) with equity delivered as stock options; no meeting fees or stock awards reported for 2024, and no committee fees given lack of committee membership, which limits pay complexity and potential conflicts .
- Policies and controls: Anti-hedging policy is in place (positive alignment) ; indemnification agreements typical for Delaware corporations ; related-party transaction policy assigns oversight to Audit Committee (no related-party transactions disclosed involving Ross) .
- Section 16 compliance: Late filing notices in 2024 involved other directors (Villalobos, Lee, Weinand, Goldstein); Ross was not identified in the late filings disclosure .
RED FLAGS
- Board meeting attendance below 75% in FY2024 (engagement concern) .
- No committee membership (reduced governance influence) .
Neutral/Positive Signals
- Independence affirmed .
- Personal share ownership (1.1%) plus options .
- Anti-hedging policy prohibits hedging/monetization .
Missing/Not Disclosed
- Director-specific stock ownership guidelines and compliance status .
- Any pledging of shares (no disclosure identified) .
- Current public-company board interlocks pertinent to COYA’s ecosystem .
Implications for investors
- Ross brings seasoned restructuring and policy experience but limited recent attendance and no committee roles may diminish board-level operational oversight. Ownership alignment is reasonable; however, monitoring future attendance and any elevation into committee roles would be prudent to assess ongoing governance effectiveness .