Joseph Patti
Armata PharmaceuticalsAbout Joseph M. Patti, Ph.D.
Independent director at Armata Pharmaceuticals (ARMP) since May 2019; age 61; Ph.D. in Biochemistry (University of Alabama at Birmingham), M.S.P.H. (University of Miami School of Medicine), B.S. in Microbiology (University of Pittsburgh). Co‑founder and former CSO/SVP R&D at Inhibitex; former CEO/Director at Aviragen; current President/CEO/Director of FibroNox, Inc.; operates JB Biotech Advisors, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inhibitex, Inc. | Co‑Founder; CSO; SVP R&D; Director | Co‑founded 1994; Director 1998–2005; CSO/SVP R&D 2007–Feb 2012 | Led preclinical/clinical development; company acquired by BMS in Feb 2012 |
| Aviragen Therapeutics, Inc. | EVP Corporate Development & Strategy; CEO; Director | EVP 2012–2014; CEO/Director 2014–2018 | Led strategy and operations; merged with Vaxart in 2018 |
| AgilVax, Inc. | Executive Chairman; CEO; Director | Exec Chair Nov 2018–Aug 2019; CEO/Director Aug 2019–Jul 2021 | Early-stage governance and development leadership |
| Evecxia Therapeutics, Inc. | President & CEO; Director | Jun 2022–Jun 2023 | Operated as CEO/Director |
| SciStem Therapeutics, Inc. | Director | 2012–2015 | Board service at privately held biotech |
| Texas A&M Institute of Biosciences & Technology; UT Health Science Center | Assistant Professor / Faculty | Pre‑Inhibitex | Academic research roles |
External Roles
| Organization | Role | Start Date |
|---|---|---|
| FibroNox, Inc. | President, CEO, and Director | Apr 2024 |
| JB Biotech Advisors, Inc. | President (advisor to emerging biotechs) | Feb 2018 |
Board Governance
- Independence: Board determined all nominees except CEO Deborah Birx are independent; Patti is independent under NYSE American rules .
- Committee assignments (as of Apr 17, 2025): Chair—Compensation; Member—Nominating & Corporate Governance; Chair—Special Committee (independent of Innoviva) .
- Attendance/Engagement: Board met 5x in 2024; Patti met the expectation—each director attended ≥75% of Board and committee meetings where they served; independent directors held regular executive sessions .
- Board leadership: Independent Chair (Robin Kramer); separation of Chair/CEO roles; Special Committee evaluates transactions involving Innoviva (major shareholder) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 1 meeting; plus ongoing oversight and chartered responsibilities |
| Nominating & Corporate Governance | Member | 1 meeting |
| Special Committee | Chair | 5 meetings; focused on Innoviva‑related financing/transactions |
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Board cash retainer | $40,000 | Non‑employee director standard retainer |
| Compensation Committee Chair fee | $12,000 | Chair additional annual retainer |
| Nominating & Corporate Governance Committee member fee | $4,000 | Member additional annual retainer |
| Special Committee Chair fee | $10,000 | Chair additional annual retainer |
| Total cash fees earned (2024) | $66,000 | Reported for Patti |
Performance Compensation
| Grant | Grant Date | Shares/Units | Vesting/Notes | Fair Value (USD) |
|---|---|---|---|---|
| Annual director option grant (FY2024) | 2024 (date not specified) | Not disclosed | Standard annual grant; subject to service vesting | ≈$138,602 |
| Make‑whole director option grant | Mar 2024 | 39,666 options | Vests based on continuous service immediately prior to 2024 Annual Meeting | Included in 2024 total |
| Prior‑year director option grant | Dec 2023 | 10,461 options | Vests based on service immediately prior to 2024 Annual Meeting | Count disclosed for context |
| Total 2024 option awards (reported) | 2024 | — | Includes annual grant + make‑whole grant | $237,276 |
Compensation Committee charter includes authority for clawback policy administration; committee reviews incentive risks and consultant independence .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| FibroNox, Inc. | Not disclosed as public | CEO & Director | External leadership; no disclosed ARMP transactions |
| Aviragen Therapeutics, Inc. | Public (historical) | CEO & Director (2014–2018) | Historical role; no current interlock |
| Inhibitex, Inc. | Public (historical) | Director (1998–2005) | Historical role |
| SciStem Therapeutics, Inc. | Private | Director (2012–2015) | Historical role |
Innoviva interlocks: Innoviva is ARMP’s largest shareholder (beneficially 84.2% with shares/warrants/convertible loan); Innoviva’s designees (Haimovitz, Kostas) sit on ARMP’s board; Patti is not an Innoviva designee and chairs the Special Committee to oversee Innoviva‑related transactions .
Expertise & Qualifications
- Scientific and development leadership across preclinical/clinical biopharma; co‑founder and CSO background; multiple CEO tenures in small‑cap biotech .
- Academic credentials in microbiology/biochemistry; prior faculty posts; broad drug development and corporate strategy experience .
Equity Ownership
| Item | Amount | As‑of Date |
|---|---|---|
| Beneficial ownership (shares) | 188,681 (options exercisable within 60 days) | Record date Apr 17, 2025 |
| Percent of outstanding | <1% (company reported) | Record date Apr 17, 2025 |
| Shares outstanding | 36,193,479 | Record date Apr 17, 2025 |
| Director options outstanding – exercisable | 215,853 | Dec 31, 2024 |
| Director options outstanding – unexercisable | 188,682 | Dec 31, 2024 |
Insider Trading Policy requires pre‑clearance for hedging/monetization transactions; policy filed and applicable to directors . No pledging or hedging by Patti is disclosed.
Governance Assessment
- Independence and Role: Patti is independent; chairs Compensation and Special Committees—positions central to pay governance and related‑party oversight, respectively. Special Committee independence (not affiliated with Innoviva) is a structural mitigation given Innoviva’s control and financing ties .
- Attendance/Engagement: Met ≥75% attendance threshold across Board/committees; Board and committees met regularly (Board 5x; Special Committee 5x in 2024), indicating active engagement during a period of multiple financing amendments .
- Pay Structure & Alignment: Cash fees ($66k) reflect chair roles; equity options ($237k) provide at‑risk component, with large outstanding options suggesting alignment via upside participation. However, the 2024 make‑whole grant (to correct a 2023 grant error) is a process lapse and a minor red flag requiring continued compensation governance rigor .
- Related‑Party Exposure: High Innoviva ownership (84.2%) alongside stacked credit facilities (14% interest on 2023/2024/2025 loans; 8% convertible loan) and collateralization across assets create potential influence risks; Patti’s Special Committee chair role is critical to safeguarding minority shareholders in Innoviva‑related transactions . EY’s going‑concern emphasis further heightens the importance of disciplined oversight of financing terms .
- Risk Indicators: No delinquent Section 16 filings noted for Patti; company disclosed limited late filings for others. Hedging requires pre‑clearance; indemnification in place per Washington law. Process red flag: option grant miscalculation corrected via make‑whole grant; structural red flag: concentrated shareholder and creditor influence (Innoviva) .
RED FLAGS: Innoviva concentration and related‑party financing (potential conflicts) ; going‑concern disclosure by EY ; make‑whole equity grant due to prior error .
POSITIVE SIGNALS: Independent Special Committee chaired by Patti for Innoviva transactions ; independent Board chair; regular executive sessions; Patti’s deep scientific/operational background supports Compensation Committee leadership .