Deborah Birx
Armata PharmaceuticalsAbout Deborah Birx
Deborah L. Birx, M.D., is 69, serves as Chief Executive Officer (since July 2023) and Director of Armata Pharmaceuticals; she holds an M.D. from Penn State’s Hershey School of Medicine (1980) and a B.S. from Houghton College (1976) and is board-certified in internal medicine, allergy/immunology, and diagnostic/clinical lab immunology . She is not an independent director due to her CEO role; the Board has an independent Chair, maintaining separation of Chair and CEO responsibilities . Company performance context: cumulative TSR value of a fixed $100 investment was $22 in 2022, $58 in 2023, and $33 in 2024; net losses were $36.9M (2022), $69.0M (2023), and $18.9M (2024) . Armata’s auditor highlighted substantial doubt about going concern as of FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| White House Coronavirus Task Force | Response Coordinator | 2020–2021 | Led national COVID-19 response coordination and state-level guidance |
| U.S. Government (PEPFAR) | U.S. Global AIDS Coordinator; Ambassador-at-Large | 2014–2021 | Oversaw $6B/yr PEPFAR; managed US engagement with Global Fund |
| CDC Center for Global Health | Director, Division of Global HIV/AIDS | 2005–2014 | Built ISO/CAP-certified labs globally; led HIV programs |
| Walter Reed Army Institute of Research (DoD) | Director, U.S. Military HIV Research Program | 1996–2005 | Directed HIV vaccine R&D through Phase III; GLP/GMP manufacturing |
| Department of Defense | Clinician in cellular immunology | From 1985 | HIV/AIDS vaccine research; multiple meritorious service awards |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Innoviva, Inc. | Director | Mar 2021–resigned prior to ARMP CEO appointment (July 2023) | Resigned Innoviva board before becoming ARMP CEO |
| Nanolive SA | Director | Current | Ongoing external directorship |
Fixed Compensation
Reported compensation for Deborah Birx:
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $251,563 | $546,000 |
| Bonus ($) | $0 | $0 |
| Stock Awards ($) | $478,000 | $202,800 |
| Option Awards ($) | $397,477 | $826,379 |
| All Other Compensation ($) | $6,891 | $8,998 |
| Total ($) | $1,133,931 | $1,584,176 |
Base salary levels disclosed:
- $525,000 through Jan 7, 2024; increased to $546,000 effective Jan 8, 2024 .
Performance Compensation
Annual cash bonus design vs outcomes:
| Item | 2023 | 2024 |
|---|---|---|
| Target bonus % of base | 50% (per employment agreement) | 50% (per employment agreement) |
| Actual payout ($) | $0 | $0 |
| Performance metrics | Company performance objectives (not itemized in proxy) | Company performance objectives (not itemized in proxy) |
Equity awards and vesting schedules:
| Award Type | Grant Date | Shares/Units | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options | 12/21/2023 | 50,000 exercisable; 150,000 unexercisable | 2.39 | 12/21/2033 | Options vest in equal annual tranches on July 10 of 2025, 2026, 2027 |
| RSUs | 12/21/2023 | 150,000 unvested | — | — | RSUs vest in equal annual tranches on July 10 of 2025, 2026, 2027 |
| Stock Options | 3/14/2024 | 240,000 unexercisable (60,000 vested Mar 14, 2025 per schedule) | 3.38 | 3/14/2034 | Options vest in equal annual tranches on Mar 14 of 2025, 2026, 2027, 2028 |
| RSUs | 3/14/2024 | 60,000 unvested | — | — | RSUs vest in equal annual tranches on Mar 14 of 2025, 2026, 2027, 2028 |
Pay-versus-performance context:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of Initial Fixed $100 Investment Based on TSR ($) | 22 | 58 | 33 |
| Net Income (Loss) (Thousands $) | (36,917) | (69,045) | (18,916) |
Equity Ownership & Alignment
| Ownership Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 146,014 | |
| Ownership as % of shares outstanding | <1% | |
| Breakdown: RSU shares issued | 36,014 (vested in 2024–2025) | |
| Options exercisable within 60 days of 4/17/2025 | 110,000 | |
| Unvested RSUs (not counted in beneficial ownership) | 195,000 | |
| Shares pledged as collateral | Not disclosed in proxy | |
| Hedging/Pledging policies | Hedging or monetization transactions require preclearance; pledging not explicitly addressed in proxy | |
| Stock ownership guidelines | Not disclosed |
Section 16 compliance note: One Form 4 for Dr. Birx related to net share withholding upon RSU vesting was inadvertently filed late .
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement date | July 10, 2023 |
| Base salary | Initial $525,000; adjusted to $546,000 effective Jan 8, 2024 |
| Target annual bonus | 50% of base salary; based on Company performance objectives |
| Severance (without cause or for good reason) | 12 months base salary continuation plus pro-rated annual bonus for year of termination, subject to release |
| Change-in-control treatment | If no offer to continue as exec or director and terminated without cause or for good reason in connection with change-in-control: full acceleration of outstanding time-vested equity awards |
| Clawback policy | Compensation Committee authorized to adopt and administer clawback policies; disclosure indicates such oversight exists |
Board Governance
- Role: CEO and Director; not independent under NYSE American rules .
- Board leadership: Independent Chair (Robin C. Kramer); Chair and CEO roles explicitly separated .
- Committee service: Birx is not listed as a member on standing committees; committee chairs are Kramer (Audit), Patti (Compensation and Special Committee), Schlesinger (Nominating) .
- Attendance: In 2024, each Board member attended at least 75% of Board/committee meetings for their tenure .
- Special Committee: Comprised of independent directors unaffiliated with Innoviva to evaluate transactions involving Innoviva (the Company’s largest shareholder) .
- Independence framework: Majority of director nominees other than Birx are independent; Innoviva retains director designation rights based on ownership thresholds .
Director Compensation
| Component | Amount |
|---|---|
| Board Chair annual retainer (cash) | $70,000 |
| Non-employee director annual retainer (cash) | $40,000 |
| Audit Committee: Chair / Member (cash) | $17,000 / $8,000 |
| Compensation Committee: Chair / Member (cash) | $12,000 / $6,000 |
| Nominating Committee: Chair / Member (cash) | $8,000 / $4,000 |
| Special Committee: Chair / Member (cash) | $10,000 / $5,000 |
| Annual director equity (options, grant-date fair value) | $121,111 (standard annual); 2024 total option awards included an additional make-whole for 2023 error ($98,674) |
Performance & Track Record
- Clinical progress under Birx: Successful Phase 2 Tailwind study for AP-PA02 (monotherapy and combo in NCFB patients) and completed enrollment for Phase 1b/2a diSArm for AP-SA02; plans for pivotal strategy discussions with FDA in 2025 .
- FY2024 financials: Grant revenue $5.2M; R&D $34.4M; G&A $13.2M; net loss $(18.9)M; cash and equivalents $14.8M at year-end .
- Capital structure and financing: Multiple related-party credit agreements with Innoviva affiliates (14% term debt in 2023, 2024, 2025; convertible loan at 8% with conversion features and extended maturities to March 12, 2026) .
- Auditor going concern: EY’s report for FY2024 flagged substantial doubt about the Company’s ability to continue as a going concern .
Say-on-Pay & Shareholder Feedback
- 2023 annual meeting: Say-on-pay passed with 29,620,537 votes for, 49,049 against, 14,773 abstentions; E&Y ratification also passed .
Compensation Committee Analysis
- Independence and authority: Compensation Committee is composed of independent, non-employee directors with authority to set compensation strategy, approve executive agreements, adopt clawback policies, and retain independent advisors after considering independence factors .
- Process cadence: Significant annual comp decisions typically occur in Q4/Q1 following performance evaluation; CEO compensation deliberated without CEO present .
Related Party Transactions & Risk Indicators
- Innoviva control and financing: Innoviva beneficially owns ~84.2% including shares and convertible/warrant positions; retains director designation rights and provided multiple secured loans to Armata at 14% with broad collateral; convertible loan has conversion rights and registration obligations .
- Governance mitigants: Independent Chair; Special Committee for Innoviva-related transactions .
- Compliance note: One late Form 4 for Birx (net withholding on RSU vesting) in FY2024; otherwise Section 16 compliance noted .
- Going concern: Auditor’s substantial doubt statement elevates execution and financing risk .
Investment Implications
- Alignment: Birx’s pay mix is heavily equity-based with significant time-vested options/RSUs; actual cash bonus paid was $0 in 2023–2024 despite a 50% target, indicating tight linkage to Company performance and/or Committee discretion .
- Vesting-related supply and insider activity: RSU vesting and option tranches through 2025–2028 create potential periodic net-share withholding events and option exercises; Birx had 110,000 options exercisable within 60 days of Apr 17, 2025 .
- Control and financing overhang: Innoviva’s 84% beneficial ownership and multiple high-interest secured loans (and convertible loan) imply strategic dependence and potential governance/financing overhang; Special Committee oversight helps but investor sensitivity remains high .
- Execution risk vs milestones: Clinical progress under Birx is encouraging, but going concern language and persistent operating losses indicate funding and regulatory execution as primary levers; successful pivotal design and additional non-dilutive funding could improve TSR and pay-for-performance outcomes .