Jules Haimovitz
Armata PharmaceuticalsAbout Jules Haimovitz
Jules Haimovitz (age 74) is a director of Armata Pharmaceuticals and served as Chairman of the Board from June 2021 to March 2023; he has been on the Board since April 2021. He is President of Haimovitz Consulting, Inc., holds B.S. and M.A. degrees in Mathematics from Brooklyn College, and brings extensive board and audit-committee experience across biotech and media companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armata Pharmaceuticals | Director | Since April 2021 | Former Chairman (Jun 2021–Mar 2023) |
| Spelling Entertainment, Inc. | CEO/COO | Not disclosed | Operating leadership experience |
| King World Productions | CEO/COO | Not disclosed | Operating leadership experience |
| VJN, Inc. | CEO/COO | Not disclosed | Operating leadership experience |
| Ariad Pharmaceuticals | Director | Not disclosed | Audit Committee member |
| Dial Global, Inc. | Director | Not disclosed | Audit Committee member |
| Imclone Pharmaceuticals | Director | Not disclosed | Audit Committee Chair |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innoviva, Inc. (NASDAQ: INVA) | Director | Since Feb 2018 | Innoviva designated Haimovitz to Armata’s Board under investor rights arrangements |
| Haimovitz Consulting, Inc. | President | Not disclosed | Consulting leadership |
Board Governance
- Committee assignments: As of April 17, 2025, Haimovitz is not a member of Armata’s Audit, Compensation, Nominating & Corporate Governance, or Special Committee .
- Independence and designation: He serves as a designee of Innoviva, Inc. under the Investor Rights Agreement. Innoviva and Innoviva Strategic Opportunities, LLC may be deemed “directors by deputization” for Section 16 purposes due to their designation and significant holdings; the Board determined committee members are independent, but Haimovitz is not on any standing committee .
- Attendance and engagement: In 2024, each Board member attended at least 75% of Board and applicable committee meetings; independent directors met regularly in executive session .
- Board structure: Seven directors; Chair of the Board is Robin C. Kramer .
| Governance Item | Detail |
|---|---|
| Committees (2025 record date) | None |
| Chair roles | None currently; former Board Chair (Jun 2021–Mar 2023) |
| Independence note | Innoviva designee; “director by deputization” context |
| 2024 attendance | ≥75% of meetings |
| Executive sessions | Independent directors met regularly in 2024 |
Shareholder votes (2025 annual meeting):
- Director election support: Votes for Haimovitz 30,188,915; withheld 99,197; broker non-votes 1,190,014 .
- Say‑on‑pay advisory vote: For 30,180,386; Against 75,804; Abstain 31,922; Broker non‑votes 1,190,014 .
Fixed Compensation
Director cash compensation framework (2024):
- Non‑employee director annual cash retainer: $40,000; Board Chair retainer: $70,000 .
- Committee cash retainers: Audit Chair $17,000; Audit member $8,000; Compensation Chair $12,000; Compensation member $6,000; Nominating Chair $8,000; Nominating member $4,000; Special Committee Chair $10,000; Special Committee member $5,000 .
| Director | Fees Earned or Paid in Cash (2024) | Notes |
|---|---|---|
| Jules Haimovitz | $40,000 | No committee memberships → no additional committee fees |
Performance Compensation
Policy and 2024 awards:
- Annual equity: Each fiscal year, non‑employee directors receive stock options; grant date fair value historically around ~$121,111; 2024 standard annual grant fair value ~ $138,602 .
- 2023 grant correction: A make‑whole option grant in March 2024 (39,666 shares) rectified an inadvertent 2023 calculation error after directors received only 10,461 options in Dec 2023; both grants vest upon continuous service through immediately prior to the 2024 annual meeting. The 2024 Option Awards column includes both grants; ~$98,674 of the 2024 total reflects the 2023 make‑whole .
| Metric | Grant Date | Shares/Value | Vesting | Purpose |
|---|---|---|---|---|
| Annual option (policy) | Annual | ~$121,111 fair value | Company plan | Standard director equity |
| 2024 annual option | 2024 | ~$138,602 fair value | Not disclosed | 2024 standard grant |
| 2023 option | Dec 2023 | 10,461 shares | Continuous service until immediately prior to 2024 annual meeting | Intended ~$120k fair value but miscalculated |
| 2023 make‑whole option | Mar 2024 | 39,666 shares | Continuous service until immediately prior to 2024 annual meeting | Corrects 2023 miscalculation (~$98,674 add’l fair value) |
2024 Director equity and totals:
| Name | Option Awards ($) | Total ($) |
|---|---|---|
| Jules Haimovitz | $237,276 | $277,276 |
Other Directorships & Interlocks
| Entity | Relationship | Detail |
|---|---|---|
| Innoviva, Inc. | Major shareholder; board interlock | Innoviva designated Haimovitz (and Dr. Kostas) to Armata’s Board; Dr. Schlesinger also serves on Innoviva’s board. Innoviva and its strategic affiliate hold common shares, warrants, and a convertible loan; may be deemed “directors by deputization” . |
| Special Committee scope | Transactions involving Innoviva | Armata’s Special Committee evaluates strategic transactions that may involve Innoviva or affiliates . |
Expertise & Qualifications
- Board and audit expertise: Served on audit committees (Ariad; Dial Global) and chaired Imclone’s audit committee; prior CEO/COO roles in media and entertainment add operating discipline .
- Education: B.S. and M.A. in Mathematics (Brooklyn College) .
- Board rationale: Selected for leadership experience in biotech and knowledge of industry and governance .
Equity Ownership
Beneficial ownership and options:
- As of April 17, 2025: Haimovitz has 140,298 shares issuable upon exercise of stock options within 60 days; he is affiliated with Innoviva entities that hold substantial Armata securities; he may be deemed to share voting/dispositive power over Innoviva holdings but disclaims beneficial ownership except to any pecuniary interest .
- As of December 31, 2024: Haimovitz held 167,470 options exercisable and 140,299 options unexercisable .
| Holder/Category | Shares/Options | Status/Notes |
|---|---|---|
| Haimovitz – options exercisable within 60 days (as of 4/17/2025) | 140,298 | Beneficial ownership under 60‑day rule |
| Haimovitz – options (12/31/2024) | 167,470 exercisable; 140,299 unexercisable | Year‑end option split |
| Innoviva, Inc. | 8,710,800 common shares | Innoviva designated Haimovitz to Armata Board; “director by deputization” context |
| Innoviva Strategic Opportunities, LLC | 16,365,969 common shares; 10,653,847 warrants; 23,368,422 shares upon conversion of loan (incl. accrued interest as of 4/17/2025) | Affiliate holdings; deputization context; Haimovitz disclaims beneficial ownership beyond pecuniary interest |
Insider trading and hedging:
- Armata’s Insider Trading Policy applies to directors; hedging/monetization transactions require pre‑clearance from the CEO or Principal Financial Officer .
Governance Assessment
-
Strengths:
- Deep audit and board experience; prior audit chair role supports financial oversight literacy .
- Shareholder support: strong “for” vote in 2025 (30,188,915 for; 99,197 withheld) suggests investor confidence .
- Equity‑heavy director compensation aligns incentives over time via options, consistent with early‑stage biotech governance .
-
Risks / RED FLAGS:
- Major‑shareholder deputization: Innoviva designated Haimovitz; Innoviva and affiliate hold large economic and governance influence (common stock, warrants, convertible loan). This presents potential conflicts; Armata uses a Special Committee for transactions involving Innoviva, indicating recognized conflict risk .
- Compensation process control issue: 2023 option grant error requiring 2024 make‑whole grants; while corrected, this indicates past administrative weaknesses in equity award calculations .
- Committee exclusion: Not serving on Audit/Comp/Nominating/Special as of the 2025 record date reduces direct committee‑level oversight impact; mitigated by prior Board Chair experience .
- Attendance: 2024 attendance at least 75% meets minimum standard but does not indicate exceptional engagement; no formal policy on annual meeting attendance, and historically directors have not attended, which some investors view unfavorably .
-
Alignment and policies:
- Hedging requires pre‑clearance, a positive alignment safeguard .
- Committee independence affirmed by the Board, though Haimovitz is not on committees; his Innoviva designation remains a standing governance consideration .
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Jules Haimovitz | 40,000 | 237,276 | 277,276 |
Annual fee schedule and equity policy:
| Component | Amount |
|---|---|
| Non‑employee director annual cash retainer | $40,000 |
| Board Chair annual cash retainer | $70,000 |
| Audit Chair/member | $17,000 / $8,000 |
| Compensation Chair/member | $12,000 / $6,000 |
| Nominating Chair/member | $8,000 / $4,000 |
| Special Committee Chair/member | $10,000 / $5,000 |
| Annual director option grant (policy) | ~$121,111 fair value |
| 2024 standard director option grant (actual) | ~$138,602 fair value |
| 2024 make‑whole (for 2023 error) | 39,666 shares; ~$98,674 incremental fair value |
Say‑On‑Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (2025) | 30,180,386 | 75,804 | 31,922 | 1,190,014 |
Governance Signals to Monitor
- Special Committee outcomes for any Innoviva‑related transactions (pricing, fairness opinions, minority shareholder protections) .
- Future director equity grant calculations and controls post make‑whole (error recurrence risk) .
- Director engagement and attendance exceeding minimum thresholds (meeting frequency and participation) .
- Any changes in Innoviva holdings or financing terms (convertible loan, warrant exercises) that could impact governance balance .