Reto Fierz
About Reto Fierz
Reto Fierz (age 56) is a Swiss entrepreneur and executive with 25+ years in finance, institutional asset management, private equity/M&A, real estate, and digital assets; he holds an MBA from the University of Zürich and is a Swiss Certified Accountant . He was elected as an independent director of OSR Holdings at the September 17, 2025 annual meeting and is deemed independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rianta Capital | Chief Financial Officer | Not disclosed | Senior finance leadership |
| Swiss Finance & Property | Chief Financial Officer | Not disclosed | Senior finance leadership |
| Ernst & Young | Audit and advisory roles | Not disclosed | Audit/advisory experience |
| azemos partner ag | CEO and Partner | Not disclosed | Asset management and real estate development |
External Roles
| Organization | Role | Status |
|---|---|---|
| DA Value Group | Partner and Co‑Founder (digital assets/DLT) | Current |
| CROWDLITOKEN AG | Co‑founder (regulated tokenized real estate security issuer) | Prior leadership; co‑founder |
Board Governance
- Election and independence: Elected Sept 17, 2025 with 13,318,870 votes FOR vs 6,821 WITHHELD; Board and proxy designate him an independent director under SEC/Nasdaq standards .
- Committee assignments: As of the FY 2024 10‑K (pre‑election), committee compositions were Audit (Jee, Lee, Park; chair Park), Compensation (Barberis, Mah, Sang Hyun Kim; chair Mah), and Corporate Governance & Nominating (Lee, Mah, Cho, Park, Jee; chair Lee). Post‑election committee assignments for Mr. Fierz were not disclosed .
- Governance infrastructure: The Board adopted charters for Audit, Compensation, and Corporate Governance & Nominating committees, with responsibilities including auditor oversight, related‑party review, executive pay, and board evaluations .
- Ownership concentration context: CEO Kuk Hyoun Hwang beneficially owns ~60.5% of outstanding shares as of Aug 15, 2025, indicating significant control—relevant to board effectiveness and independence dynamics .
Fixed Compensation
| Component | Amount/Status | Period |
|---|---|---|
| Cash annual retainer | $0 (no officer or director compensation reported) | FY 2024 |
| Committee membership fees | Not disclosed | FY 2024 |
| Committee chair fees | Not disclosed | FY 2024 |
| Meeting fees | Not disclosed | FY 2024 |
The company was an emerging growth company with reduced compensation disclosures; however, the proxy states no compensation was paid to officers or directors in FY 2024 .
Performance Compensation
- Equity plan capacity and eligibility: 6,300,000 shares reserved under the 2025 Omnibus Incentive Plan, with non‑employee directors eligible for RSUs or options; no awards were granted prior to the proxy filing date .
- Vesting schedules and performance accelerators (apply to board members if granted):
| Metric/Trigger | RSU Acceleration | Option Acceleration | Default Vesting |
|---|---|---|---|
| 4‑year time‑based vesting | N/A | N/A | 1‑year cliff, then monthly vesting over 36 months |
| Business Development deal ≥ $300M (definitive agreement) | 30% of then‑unvested RSUs vest | 30% of then‑unvested options vest | N/A |
| ≥ $500M | 50% of then‑unvested RSUs vest | 50% of then‑unvested options vest | N/A |
| ≥ $750M | 75% of then‑unvested RSUs vest | 75% of then‑unvested options vest | N/A |
| ≥ $1B | 100% of then‑unvested RSUs vest | 100% of then‑unvested options vest | N/A |
| Clawback/forfeiture | Subject to company clawback/recoupment policies; unvested awards forfeited on termination | Subject to company clawback/recoupment policies; unvested awards forfeited on termination | N/A |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| DA Value Group | Private | Partner & Co‑Founder | None disclosed with OSRH suppliers/customers |
| CROWDLITOKEN AG | Private | Co‑founder | None disclosed with OSRH suppliers/customers |
| azemos partner ag | Private | CEO & Partner | None disclosed with OSRH suppliers/customers |
No current public company directorships or interlocks with OSRH counterparties were disclosed for Mr. Fierz .
Expertise & Qualifications
- Technical/financial credentials: MBA (University of Zürich); Swiss Certified Accountant; CFO experience at Rianta Capital and Swiss Finance & Property; audit/advisory roles at Ernst & Young .
- Domain experience: Institutional asset management, private equity/M&A, real estate, and digital assets/DLT—relevant for capital formation and transaction oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | Not disclosed for Mr. Fierz in the Aug 15, 2025 table (he was a nominee; table lists directors/officers and >5% holders) |
| Ownership % of outstanding | Not disclosed for Mr. Fierz |
| Vested vs unvested | No director equity awards granted prior to filing date |
| Pledged shares | No pledging by Mr. Fierz disclosed in DEF 14A/10‑K reviewed |
| Stock ownership guidelines | Not disclosed |
Insider Trades
| Date | Form 4 Event | Shares | Price | Note |
|---|---|---|---|---|
| Not disclosed | No Form 4 insider transactions for Mr. Fierz identified in the proxy/10‑K documents reviewed | N/A | N/A | Not disclosed in available filings |
Governance Assessment
- Board effectiveness and independence: Mr. Fierz adds deep finance, audit, and capital markets skills; independence is affirmed in the proxy. The company’s ownership concentration (CEO at ~60.5%) heightens the need for robust independent oversight, which his background supports .
- Compensation alignment: The Omnibus Plan’s performance accelerators tie director equity vesting to large BD transactions (≥$300M to ≥$1B), which can align incentives with value‑creating deals while providing clear clawback/forfeiture safeguards; however, director award grants were not yet disclosed .
- Conflicts/related‑party exposure: Filings disclose significant related‑party relationships involving BCM/BCME and legacy SPAC structures, reviewed via Audit Committee and special M&A Committee processes; no specific related‑party transactions or conflicts were disclosed for Mr. Fierz .
- Investor confidence signals and risks: Shareholders approved an equity line with White Lion that could exceed 20% issuance, implying potential dilution and volatility; the board’s process and committee oversight are crucial. Mr. Fierz’s finance and audit pedigree is additive to risk oversight in this context .
Key Election Data
| Director | FOR Votes | WITHHELD | Result |
|---|---|---|---|
| Reto Fierz | 13,318,870 | 6,821 | Elected |
Note: Jin Whan Park and Phil Geon Lee were not elected, which may change committee compositions relative to the FY 2024 10‑K; post‑meeting committee appointments for Mr. Fierz were not disclosed .
RED FLAGS
- Potential dilution from White Lion ELOC/warrants/convertible notes—approved by shareholders but may impact valuation and governance dynamics .
- Ownership concentration with CEO (~60.5% of common), necessitating strong independent director engagement .
- Historical Nasdaq compliance challenges noted in 10‑K tied to committee composition earlier in 2024; monitoring post‑election governance refresh is prudent .