Odysseas Kostas M.D.
AMARIN CORP PLC\UKAbout Odysseas Kostas, M.D.
Independent Chairman of Amarin since March 2023; age 50; joined the Board in February 2023. He is Partner and Senior Managing Director at Sarissa Capital (Head of Research), with prior roles as a biotechnology/pharma equity research director at Evercore ISI, and practicing internal medicine at Yale New Haven Health. Education includes a B.S. from MIT and an M.D. from UT Southwestern Medical School; he brings deep medical, investment, R&D, capital allocation, and corporate governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sarissa Capital Management LP | Partner & Senior Managing Director; Head of Research | 2016–present | Activist investor; research leadership; shareholder representation perspective |
| Evercore ISI (formerly ISI) | Director (sell-side equity research covering biotech/pharma) | 2011–2015 | Industry analytics; investor communications experience |
| Yale New Haven Health | Internal Medicine Physician | Prior to 2011 | Clinical practice; medical credibility |
| Enzon Pharmaceuticals, Inc. | Director | 2013–2020 | Board oversight in biotech; governance |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Innoviva, Inc. (NASDAQ: INVA) | Director; Chairman (2017–2020) | Director since 2017; Chair 2017–2020 | Oversight and capital allocation in a commercial-stage biotech |
| Armata Pharmaceuticals, Inc. (NYSE: ARMP) | Director | Since Feb 2020 | Board role in phage therapy company |
Board Governance
- Independence: The Board affirmatively determined all directors other than the CEO (Aaron Berg) are independent; Kostas is independent .
- Chair role: Appointed independent Chairman in March 2023; Board holds executive sessions of independent directors at every meeting .
- Committees: Member, Nominating & Corporate Governance Committee. Not on Audit or Remuneration Committees .
- Attendance: Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Elections: Re-elected at the 2025 AGM (Votes For 100,850,288; Against 24,322,211; Abstentions 6,473,016) .
Fixed Compensation
| Element | Structure/Amounts | Notes |
|---|---|---|
| Annual Board cash retainer (Non-Executive Chairman) | $95,000 | Paid quarterly or via share election option |
| Annual Board cash retainer (Non-employee director) | $62,500 | Paid quarterly or via share election option |
| Committee chair retainer | Audit Chair $25,000; Remuneration Chair $20,000; Nominating & Corporate Governance Chair $11,000 | In addition to Board retainer |
| Committee member retainer | Audit $12,000; Remuneration $10,000; Nominating & Corporate Governance $5,000 | In addition to Board retainer |
| 2024 actual compensation – Odysseas Kostas | Cash fees: $65,096; Stock awards grant-date FV: $43,750; Option awards grant-date FV: $131,250; Total: $240,096 | Grant mix 75% options / 25% RSUs; values per FASB ASC 718 |
Performance Compensation
- Non-employee director equity: Annual grant $175,000 FV (75% options vesting over three years; 25% RSUs vesting over three years). New directors receive $262,500 FV grant with same mix/vesting. All director equity accelerates upon change of control .
- Note: Following the failed pre-emption rights resolution at the 2025 AGM, the Board disclosed it will likely replace director equity grants with supplemental cash compensation equal to the previously approved equity value, potentially weakening alignment with shareholders .
2024 corporate goals (executive pay oversight context):
| Category | Weight | Achievement | Weighted Score |
|---|---|---|---|
| Financial (revenue, opex, cash, inventory) | 60% | 98% achieved | 59% |
| Commercial – EU access | 10% of Commercial (20% total Commercial) | 75% achieved | 7.5% |
| Commercial – U.S. payor share defense | 4% of Commercial (20% total Commercial) | 100% achieved | 4% |
| Commercial – new market approvals | 2% of Commercial | 100% achieved | 2% |
| Commercial – filings progression | 2% of Commercial | 100% achieved | 2% |
| Commercial – product availability | 2% of Commercial | 100% achieved | 2% |
| Pipeline & Medical – scientific knowledge | 7% (70% of 10%) | 133% achieved | 9% |
| Pipeline & Medical – next-step evaluations | 3% (30% of 10%) | 100% achieved | 3% |
| People & Culture – ERM/cybersecurity | 4% (40% of 10%) | 100% achieved | 4% |
| People & Culture – engagement | 3% (30% of 10%) | 133% achieved | 4% |
| People & Culture – voluntary turnover | 3% (30% of 10%) | 100% achieved | 3% |
| Total | 100% | 99.5% achieved | 99.5% |
Other Directorships & Interlocks
| Person | External Affiliation | Interlock/Relationship |
|---|---|---|
| Odysseas Kostas, M.D. | Partner/SMD, Sarissa Capital; Boards at INVA, ARMP | Sarissa is an 8.08% holder of AMRN (~33.47M shares) |
| Patrice Bonfiglio | President, Sarissa Capital | AMRN Director; Sarissa executive |
| Mark DiPaolo | Senior Partner & GC, Sarissa | AMRN Director; not standing for re-election in 2025 |
| Keith L. Horn | Served on Sarissa Capital Acquisition Corp board | AMRN Director; prior SPAC ties to Sarissa |
Potential implications: Concentrated Sarissa influence across Chairman and multiple directors is atypical and raises monitoring needs around independence in compensation/governance decisions (though Board has affirmed independence per Nasdaq standards) .
Expertise & Qualifications
- Medical and scientific expertise (clinical practice; biotech R&D oversight). Capital markets and shareholder activism experience (Sarissa; Evercore ISI research) .
- Education: MIT (B.S.), UT Southwestern (M.D.) .
- Board qualifications: governance, capital allocation, M&A, partnerships; relevant for EU commercialization oversight and ROW partnerships .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition/Notes |
|---|---|---|---|
| Odysseas Kostas, M.D. | 447,231 | <1% | Includes 430,468 options exercisable/vesting within 60 days and 16,763 RSUs vesting within 60 days |
| Sarissa Capital (greater than 5% holder) | 33,470,000 | 8.08% | Shared voting/dispositive power |
- Ownership guidelines: Non-employee directors must hold equity equal to 3x annual cash retainer within five years; all current directors (elected in 2023) have until 2028 to comply .
- Hedging/pledging: Company policy prohibits hedging and pledging of AMRN securities without Audit Committee approval; director pledging/hedging not disclosed; none indicated .
Governance Assessment
- Strengths: Independent Chairman; robust committee independence; active shareholder outreach; improved say-on-pay support (~79.5% at 2024 AGM); compensation clawback policy; no tax gross-ups; option-heavy executive equity to align with TSR; clear director stock ownership guidelines .
- Risks/Red Flags:
- Concentration of Sarissa-affiliated directors (Chairman plus multiple members) warrants scrutiny for potential influence over governance and compensation decisions, despite formal independence determinations .
- 2025 special resolution on disapplication of pre-emption rights failed, leading the Board to consider replacing director equity grants with cash—reducing director “skin-in-the-game” and weakening alignment if implemented .
- Ownership is primarily derivative (options/RSUs) for Kostas; direct common shareholdings appear limited (beneficial ownership <1%), amplifying importance of maintaining equity-based comp rather than cash-only structures .
- Shareholder votes: 2025 say-on-pay results—For 88,817,073; Against 36,111,698; Abstentions 6,716,644—indicate ongoing but not overwhelming support; continued engagement advisable .
Compensation Committee Analysis
- Composition: Diane Sullivan (Chair), Patrice Bonfiglio, Paul Cohen, Keith Horn—all independent, non-employee; no interlocks identified in 2024 .
- Consultants: Remuneration Committee used Aon (through July 15, 2024) then Pearl Meyer; independence affirmed; peer group refined to better reflect AMRN’s scale and strategy .
- Executive plan governance: Revised 2024 incentive framework to outcomes-based goals; option-weighted LTI (75% options / 25% RSUs); clawback policy in place .
Related-Party Transactions
- None disclosed since January 1, 2024 apart from standard compensation arrangements (directors, executives). Related-person transaction policy overseen by Compliance Officer; no transactions involving Kostas reported .
Say-on-Pay & Shareholder Feedback
- 2024 AGM say-on-pay supported by approximately 79.5% of votes cast; Company expanded outreach and refined pay practices accordingly .
- 2025 AGM vote counts for say-on-pay (For 88,817,073; Against 36,111,698; Abstentions 6,716,644) suggest continued focus on transparency and alignment will be important .
Notes on Director Equity Plan and Issuance Authority
- 2025 ordinary resolution to authorize share allotment up to ~18% of issued share capital passed (For 80,504,564; Against 45,452,338; Abstentions 5,688,613), but special resolution to disapply pre-emption rights (~10%) did not receive the requisite supermajority—implicating timing/cost of future equity issuances and potentially changing director compensation mix away from equity .