Odysseas Kostas
Armata PharmaceuticalsAbout Odysseas D. Kostas, M.D.
Independent director of Armata Pharmaceuticals (ARMP); age 51; on the Board since February 2020. Current roles include Director at Innoviva, Inc., Chairman of Amarin Corporation, and Partner/Senior Managing Director at Sarissa Capital Management LP. Education: B.S. from MIT and M.D. from the University of Texas Southwestern Medical School. The Board has affirmatively determined he is independent under NYSE American listing standards, with Innoviva designating him under the Investor Rights Agreement given its ownership in Armata .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evercore ISI (formerly ISI) | Director covering biotech/pharma | Not disclosed | Sector research coverage experience |
| Yale New Haven Health System | Internal medicine physician | Not disclosed | Clinical experience; biotech consulting |
| Enzon Pharmaceuticals | Director | Not disclosed | Public company board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innoviva, Inc. | Director | Current | Innoviva is ARMP’s largest shareholder; designation rights via Investor Rights Agreement |
| Amarin Corporation | Director and Chairman | Current | Leadership and governance at a public biopharma company |
| Sarissa Capital Management LP | Partner & Senior Managing Director | Current | Activist investor; strategy and value enhancement focus |
Board Governance
- Committee assignments (current disclosures show two references):
- Listed as a member of the Nominating & Corporate Governance Committee in the director slate footnotes .
- Committee roster as of April 17, 2025 shows him as a member of the Special Committee (independent directors evaluating transactions involving Innoviva) .
- Independence: Board determined all nominees except the CEO (Deborah Birx) are independent under NYSE American standards; Kostas is independent .
- Attendance: In 2024, the Board met five times; each director attended at least 75% of Board and applicable committee meetings .
- Board leadership: Independent Chair (Robin C. Kramer), with regular executive sessions of independent directors .
- Innoviva designation: Innoviva retains rights to designate directors based on ownership thresholds; Kostas continues to serve as an Innoviva designee .
Fixed Compensation (Director)
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | 40,000 | Standard cash retainer |
| Committee retainer(s) | 4,000 | Nominating & Corporate Governance Committee member fee |
| Total cash fees (Kostas) | 44,000 | As reported in the Director Compensation Table |
Performance Compensation (Director)
| Equity Award | Grant Detail | 2024 Value ($) | Vesting/Notes |
|---|---|---|---|
| Options (annual and make‑whole) | Aggregate grant date fair value | 237,276 | Includes 2024 annual grant (~$138,602 FV) plus a March 2024 make‑whole option grant to rectify a 2023 grant undercount; both subject to service-based vesting through the 2024 Annual Meeting |
The make‑whole awarded each non‑employee director an additional 39,666 options in March 2024 to correct a 2023 grant shortfall (2023 grant was 10,461 options); the amount shown for 2024 reflects both grants per SEC disclosure rules .
Other Directorships & Interlocks
- Innoviva, Inc. (Director): Innoviva and its subsidiary collectively beneficially own 84.2% of ARMP shares via common, warrants, and a convertible loan; Innoviva has board designation rights and has provided multiple credit facilities to ARMP .
- Amarin Corporation (Chairman): External leadership role; potential cross‑board influence considerations .
- Related-party oversight: ARMP’s Special Committee evaluates strategic transactions involving Innoviva; Audit Committee reviews related‑person transactions under a formal policy .
Expertise & Qualifications
- Sector: Biotech and pharma coverage (Evercore ISI) and clinical practice (Yale New Haven) .
- Governance: Public company board experience (Innoviva, Amarin; prior Enzon) and activist investor perspective (Sarissa) .
- Education: B.S. MIT; M.D. UT Southwestern .
Equity Ownership
| Holder/Instrument Attributed to Kostas | Shares/Units | Notes |
|---|---|---|
| Stock options (exercisable within 60 days) | 188,681 | Options to acquire ARMP common stock |
| Innoviva, Inc. (common) | 8,710,800 | Shares held by Innoviva, Inc. |
| Innoviva Strategic Opportunities, LLC (common) | 16,365,969 | Shares held by Innoviva’s subsidiary |
| Innoviva Strategic Opportunities, LLC (warrants) | 10,653,847 | Shares issuable upon warrant exercise |
| Innoviva Strategic Opportunities, LLC (convertible loan) | 23,368,422 | Shares issuable upon conversion (incl. accrued interest) |
| Total beneficial ownership attributed to Kostas | 59,287,719 | Percent of total shares outstanding: 84.2%; Kostas may be deemed to share voting/dispositive power over Innoviva holdings but disclaims beneficial ownership except to extent of pecuniary interest |
Shares outstanding on the record date (April 17, 2025) were 36,193,479 .
Governance Assessment
- Independence and attendance: Board deems Kostas independent under exchange rules; 2024 attendance thresholds met (≥75%)—supportive of baseline governance effectiveness .
- Conflicts/Interlocks: Innoviva’s controlling stake (84.2%), designation rights, and multiple related‑party financings (14% term loans and convertible loan) present influence and conflict risk. ARMP uses a Special Committee for Innoviva‑related matters and the Audit Committee oversees related‑person transactions, which are appropriate mitigations; diligence on committee composition and recusals is warranted .
- Committee roles: Disclosures indicate Kostas’ involvement in Nominating & Corporate Governance and, per the April 17, 2025 roster, the Special Committee. Notably, ARMP states the Special Committee is comprised of independent directors not affiliated with Innoviva, creating a potential inconsistency given Kostas is an Innoviva designee—this should be clarified to avoid perceived conflicts in related‑party evaluations (RED FLAG) .
- Compensation alignment: 2024 compensation is heavily equity‑based (options), aligning director interests with long‑term shareholder value; cash fees align with service and committee roles .
- Insider practices: Armata’s insider trading policy requires pre‑clearance for hedging/monetization transactions, which supports alignment and risk controls; Audit Committee oversees cybersecurity and related‑person transactions .
RED FLAGS
- Related‑party financing concentration: Multiple loans from Innoviva ($25M 2023, $35M 2024, $10M 2025) at 14% interest and a $30M convertible loan (8% interest, convertible at a 15% discount upon Qualified Financing or at $1.52 book/market value) materially tie ARMP’s capital structure to Innoviva and may constrain independence .
- Special Committee composition disclosure: Statement that Special Committee excludes Innoviva‑affiliated directors conflicts with roster indicating Kostas’ membership; governance clarity and strict recusals are critical when evaluating Innoviva‑related transactions .
- Control/Influence: Innoviva’s 84.2% beneficial ownership, board designation rights, and credit support indicate significant influence over ARMP; continuous monitoring of minority shareholder protections is warranted .
Notes on Board Processes
- Executive sessions: Independent directors meet regularly in executive session .
- Committee chairs: Audit—Robin C. Kramer; Compensation—Joseph M. Patti; Nominating—Sarah J. Schlesinger; Special—Joseph M. Patti .
- Meeting frequency (2024): Board (5), Audit (4), Compensation (1), Nominating (1), Special (5) .