Andrew Koven
About Andrew I. Koven
Andrew I. Koven, age 67, has served on MetaVia’s Board since July 2021 and as independent Chair of the Board since January 2022. He holds an LL.M. from Columbia Law School, an LL.B. and B.A. in Political Science from Dalhousie University, and brings extensive pharmaceutical legal, administrative, and commercial leadership experience. He is affirmatively determined independent under Nasdaq rules; MetaVia is a controlled company due to Dong-A’s majority ownership but maintains fully independent audit and other committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aralez/Pozen | President & Chief Business Officer | Jun 2015–Jan 2019 | Senior operating leadership across specialty pharma; acquisition outcomes (Inspire→Merck; Sepracor→Sumitomo/Dainippon) noted in broader career history . |
| Auxilium Pharmaceuticals | EVP, Chief Administrative Officer & General Counsel | Feb 2012–Jan 2015 | Led legal/admin at public specialty biopharma; company later acquired by Endo . |
| Neurologix | President & Chief Administrative Officer; Board Member | Sep–Nov 2011 | Gene therapy development; brief board role . |
| Inspire Pharmaceuticals | EVP, Chief Administrative & Legal Officer | Jul 2010–May 2011 | Specialty pharma; acquired by Merck . |
| Sepracor (now Sumitomo Pharma America) | EVP, General Counsel & Corporate Secretary | Mar 2007–Feb 2010 | Led legal at specialty pharma; acquisition by Dainippon Sumitomo Pharma . |
| Kos Pharmaceuticals | EVP, General Counsel & Corporate Secretary | Aug 2003–Dec 2006 | Specialty pharma; acquired by Abbott (now AbbVie) . |
| Warner-Lambert | Assistant/Associate General Counsel | 1993–2000 | Corporate legal roles in large-cap pharma . |
| Lavipharm | SVP & General Counsel | 2000–2003 | Corporate legal leadership . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Kala Bio (Nasdaq: KALA) | Lead Independent Director | Dec 2018–present (Director since Sep 2017) | Compensation Committee Chair; Audit Committee Member . |
Board Governance
- Roles and committees at MetaVia: Chair of the Board; Audit Committee Member; Chair of the Nominating & Corporate Governance Committee .
- Independence and leadership: Board determined Koven is independent; Chair/CEO roles are separated (CEO Hyung Heon Kim), enhancing oversight .
- Attendance and engagement: In 2024, the Board met 11 times; Audit 6; Compensation 5; Nominating 4; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting .
- Controlled company context: Dong-A holds a majority of voting power; MetaVia is exempt from certain Nasdaq governance requirements, but maintains independent directors holding regular executive sessions and a fully independent audit committee .
- Clawback and insider trading controls: Board adopted a Dodd-Frank-compliant compensation recovery (clawback) policy (effective Nov 2, 2023, amended Nov 29, 2024) and prohibits hedging/speculative trading in its Insider Trading Policy .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Board Chair annual cash retainer | $75,000 |
| Audit Committee Member cash retainer | $9,000 |
| Nominating & Corporate Governance Committee Chair cash retainer | $10,000 |
| Total fees earned/paid in cash (reported) | $94,000 |
Policy baseline: Non-executive directors receive $40,000 annual cash retainer; Non-executive Chair receives $75,000; committee chair/member fees per schedule above .
Performance Compensation
| Grant Type | Units/Shares | Grant Date Fair Value (USD) | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|
| RSUs (Annual Director Grant for 2024 service) | 5,051 | $19,850 | Annual Grants vest in full on earlier of one year from grant or immediately prior to the next annual meeting, subject to continued service . | All director RSUs fully vest upon death, disability, or immediately prior to a Change in Control; deferral elections permitted . |
Performance metrics: Director equity is time-based; no performance (revenue/EBITDA/TSR/ESG) metrics are attached to director RSUs .
Other Directorships & Interlocks
| Company | Type | Role | Committees/Notes |
|---|---|---|---|
| Kala Bio (KALA) | Public | Lead Independent Director | Compensation Chair; Audit Member . |
| Neurologix | Public (historical) | Director (brief, 2011) | Board service noted in tenure . |
No shared directorships disclosed between Koven and MetaVia’s major counterparties; however, multiple MetaVia directors/executives previously served at Aralez/Endo, both of which filed voluntary Chapter 11 (contextual risk history) .
Expertise & Qualifications
- Legal, administrative, and corporate governance expertise from senior roles across specialty pharma; board governance experience as independent chair and committee leader .
- Education: LL.M. (Columbia), LL.B. and B.A. (Dalhousie) .
- Audit committee experience; financially literate under Nasdaq/SEC rules for audit committee membership .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Ownership % of Outstanding | Vested/Exercisable Options | RSUs Vesting within 60 Days |
|---|---|---|---|---|
| Andrew I. Koven | 15,151 | Less than 1% | 333 | 14,818 |
Notes: As of record date (June 9, 2025), 19,588,351 shares outstanding and entitled to vote; Dong-A and affiliates beneficially owned 75.7% (control) . Insider Trading Policy prohibits hedging/speculative transactions (short sales, options) .
Governance Assessment
- Strengths: Independent Chair with deep pharma governance experience; active committee leadership (nominating chair; audit member); strong attendance; presence of clawback and hedging prohibitions; say-on-pay received strong support (votes for 15,128,182; against 93,199; abstentions 142,874) at 2025 annual meeting, indicating investor confidence in governance/pay frameworks .
- Controlled company risk and related-party exposure: Dong-A’s majority control (75.7%) and repeated capital transactions (2024/2025 private placements with warrants and registration rights) raise alignment and minority shareholder protection concerns; the Board recognizes controlled-company exemptions and maintains independent committees, but oversight effectiveness must remain a focus .
- Compensation alignment for directors: Cash-plus-time-based RSUs with modest grant values; no performance metrics for director equity (appropriate for board independence, but offers limited pay-for-performance signaling) .
- RED FLAGS:
- Controlled company status and material related-party financings with Dong-A (ownership concentration; potential influence over strategic decisions) .
- Historical bankruptcy involvement at prior organizations (Aralez/Endo) among multiple board members, including Koven’s tenure at Aralez, which is an experience context rather than current litigation but warrants awareness for risk oversight lens .
- Nasdaq minimum bid price non-compliance noted; reverse split authorized to maintain listing (execution risks and investor perception challenges) .
Additional Board & Shareholder Context
| Item | 2025 Annual Meeting Outcome |
|---|---|
| Class III Directors elected (Glickman, Salsbury) | For: 15,143,768 / 15,148,736; Withheld: 220,487 / 215,519 |
| Auditor ratification (BDO USA, P.C.) | For: 15,200,517; Against: 39,673; Abstain: 124,065 |
| Say-on-Pay (Advisory) | For: 15,128,182; Against: 93,199; Abstain: 142,874 |
| Reverse Stock Split authorization (1:5–1:30) | For: 15,160,143; Against: 82,570; Abstain: 121,542 |
| Issuance Proposal (Pre-Funded Warrants to Dong-A Holdings) | For: 5,643,798; Against: 99,638; Abstain: 141,474 |
Implications: Investor support for auditor ratification and say-on-pay suggests governance confidence; approval of reverse split and issuance proposal indicates willingness to maintain listing and fund operations but underscores reliance on Dong-A capital and dilution risks .
Notes on Policies Affecting Governance Quality
- Corporate Governance Guidelines and committee charters publicly available; Koven chairs the nominating committee overseeing board performance evaluations and governance guidelines .
- Audit committee independence and financial literacy affirmed; committee oversees cyber, internal controls, legal/regulatory compliance .
- Insider trading and compensation recovery policies bolster governance discipline; hedging prohibited; clawbacks enforceable irrespective of fault upon material restatements .