Coya Therapeutics, Inc. 8-K

What Happened

• Coya Therapeutics (COYA) announced that Dr. Howard Berman resigned from the board and his role as Executive Chairman, effective April 1, 2026. The company and Dr. Berman entered into a Separation and General Release Agreement dated March 29, 2026.
• The board appointed Mark H. Pavao as an independent Class III director effective April 1, 2026; his term expires at the 2028 annual meeting.

Key Details

• Separation terms for Dr. Berman include: a prorated 2026 annual bonus at 100% of target; COBRA premiums paid or waived through the earlier of March 31, 2027 or eligibility under another employer plan; continued vesting of unvested stock options for 12 months after separation; and an extended post-termination exercise period for vested options to two years after separation (subject to plan terms).
• The Separation Agreement includes a general release of claims, customary non-disparagement language, and reaffirms existing confidentiality and restrictive covenants; it supersedes prior employment agreement obligations.
• New director Mark H. Pavao will receive an option to buy 10,000 shares (exercise price = Nasdaq closing price on grant date) that vests on the one-year anniversary, plus standard non-employee director fees per the company’s 2025 Form 10-K. No committee assignments were made at appointment time.
• The Separation Agreement is filed as Exhibit 10.1 and a press release announcing the appointment is filed as Exhibit 99.1.

Why It Matters

• Leadership change at the board level can affect governance and strategic oversight; investors should note the departure of the Executive Chairman and the addition of an independent director to fill the vacancy.
• The separation terms preserve certain compensation and option rights (bonus, continued vesting, extended exercise window), which affect the timing and potential dilution from option exercises but do not include additional severance beyond what’s specified.
• The new director’s option grant and standard director compensation align with typical corporate practice and may influence board composition and oversight going forward.