Robin Kramer
Armata PharmaceuticalsAbout Robin C. Kramer
Independent Chair of the Board at Armata Pharmaceuticals since March 2023; director since December 2020. Age 60. Recently appointed Executive Vice President and Chief Financial Officer at Biogen (on Biogen’s executive committee) in March 2025; previously SVP/Chief Accounting Officer and Head of Global Business Services & Treasury at Biogen (2021–2025). Licensed CPA (Massachusetts); audit committee financial expert designation by ARMP’s Board. Prior roles: CAO at Hertz Global (2014–2018), Deloitte audit partner (2007–2014), CAO at Fisher Scientific (2005–2007), Director of External Reporting, Accounting & Control at Gillette (2004–2005), and partner roles at EY and Arthur Andersen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen | EVP & CFO; Executive Committee member | Mar 2025–present | Senior finance leadership at a large-cap biopharma |
| Biogen | SVP, CAO; Head of Global Business Services & Treasury | Jan 2021–Mar 2025 | Led accounting, treasury, and shared services |
| Biogen | VP, CAO | Nov 2018–Dec 2020 | Accounting leadership |
| Hertz Global Holdings | SVP, CAO | May 2014–Nov 2018 | Public company accounting leadership |
| Deloitte & Touche | Audit Partner; National Office (Accounting Standards & Communications) | 2007–2014 (National Office 2007–2010) | Technical accounting leadership; audit expertise |
| Fisher Scientific International | Chief Accounting Officer | 2005–2007 | Public company accounting leadership |
| Gillette Company | Director, External Reporting, Accounting & Control | 2004–2005 | SEC reporting and controls |
| Ernst & Young; Arthur Andersen | Partner | Not disclosed | Public accounting; leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Center for Women and Enterprise | Board Member | Aug 2020–present | Non-profit governance |
| Samsung Bioepis Co., LTD. | Board Member | Jul 2020–Apr 2022 | Biopharma JV board experience |
| Massachusetts State Board of Accountancy | Board Member | Sep 2011–Dec 2015 | Regulatory oversight |
| Probus Insurance Company Europe DAC | Board Member | 2016–2018 | Insurance governance |
Board Governance
- Roles and independence: Independent Chair of the Board; Audit Committee Chair; Special Committee member. Board affirmatively determined all nominees except the CEO are independent; Kramer qualifies as an “audit committee financial expert” .
- Committee assignments (record date Apr 17, 2025): Audit (Chair); Special Committee (Member) .
- Attendance and engagement: In 2024, Board met 5 times; Audit 4; Compensation 1; Nominating & Corporate Governance 1; Special Committee 5. Each Board member attended ≥75% of meetings for committees served. Independent directors met regularly in executive session .
- Risk oversight: Audit Committee oversees financial reporting, ICFR, disclosure controls, legal/regulatory compliance, related-person transactions review, and cybersecurity programs; expects quarterly risk reports from management .
- Special Committee governance: Comprised of independent directors not affiliated with Innoviva to evaluate financing, credit support, and strategic transactions involving Innoviva, the largest shareholder .
Fixed Compensation
| Component | Rate (2024) | Kramer Cash Earned ($) |
|---|---|---|
| Annual Board Chair retainer (cash) | $70,000 | $92,000 (includes committee/chair adders) |
| Audit Committee chair | $17,000 | Included in cash total |
| Audit Committee member (non-chair) | $8,000 | N/A (she is chair) |
| Compensation Committee chair/member | $12,000 / $6,000 | N/A (not listed as member) |
| Nominating & Corp Gov chair/member | $8,000 / $4,000 | N/A (not listed as member) |
| Special Committee chair/member | $10,000 / $5,000 | Member retainer included in cash total |
- 2024 Director Compensation Table: Kramer total cash fees $92,000; option awards $237,276; total $329,276. Cash/equity mix ≈ 28%/72%, signaling equity alignment .
Performance Compensation
| Grant/Metric | Detail | Amount |
|---|---|---|
| Annual director option grant (2024) | Grant date fair value approximate | ~$138,602 |
| Make-whole option (Mar 2024) | Issued to rectify 2023 grant error; vests based on service through immediately prior to 2024 Annual Meeting | ~$98,674 incremental fair value |
| 2023 director option grant (Dec 2023) | 10,461 options; vest based on service through immediately prior to 2024 Annual Meeting | 10,461 shares |
| Make-whole option shares (Mar 2024) | Additional options to “make whole” 2023 intended value | 39,666 shares |
| Total 2024 option awards (reported) | Aggregate grant date fair value (includes annual + make-whole) | $237,276 (Kramer) |
- Policy note: Company states it grants each non-employee director options annually with grant date fair value of approximately $121,111; actual 2024 annual grant approximated $138,602 (before make-whole) .
- Performance metrics: No TSR/revenue/EBITDA performance metrics disclosed for director equity; awards are service-vesting only .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Innoviva, Inc. | Largest shareholder; multiple credit facilities; rights to designate directors | Board uses a Special Committee of independent, non-Innoviva-affiliated directors for Innoviva-related transactions |
| Innoviva designees on ARMP Board | Jules Haimovitz and Odysseas D. Kostas designated; Schlesinger on Innoviva’s board (not currently a designee) | Heightened related-party oversight via Special Committee and Audit Committee |
| Biogen | Kramer serves as EVP & CFO | No ARMP-related party transactions with Biogen disclosed |
Expertise & Qualifications
- Audit and accounting: Designated “audit committee financial expert” based on formal education and extensive financial roles; CPA (MA); memberships in Massachusetts Society of CPAs and AICPA .
- Biopharma industry: Deep public company finance leadership (Biogen; Hertz; Fisher Scientific) and biotech board exposure (Samsung Bioepis) .
- Governance leadership: Independent Chair; prior regulatory board service (Massachusetts State Board of Accountancy) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Apr 17, 2025) | 168,298 shares; less than 1% of outstanding; consists of options exercisable within 60 days |
| Options held (Dec 31, 2024) | 195,470 exercisable; 168,299 unexercisable |
- Pledging/hedging: Insider Trading Policy requires pre-clearance for hedging/monetization transactions; no pledging disclosures specific to directors; no hedging/pledging exceptions disclosed .
- Ownership guidelines: No director stock ownership guideline disclosure found in 2025 proxy .
Say-on-Pay & Shareholder Feedback
| Item | 2024 Vote (Jun 12, 2024) | 2025 Vote (Jun 12, 2025) |
|---|---|---|
| Say-on-pay For | 30,142,693 | 30,180,386 |
| Say-on-pay Against | 55,393 | 75,804 |
| Say-on-pay Abstain | 18,285 | 31,922 |
| Broker non-votes | 1,351,031 | 1,190,014 |
| Director election – Kramer (For/Withheld/BNV) | 30,083,215 / 133,156 / 1,351,031 | 30,231,763 / 56,349 / 1,190,014 |
- Board recommends “FOR” on say-on-pay; values shareholder input; vote outcomes supportive in 2024 and 2025 .
Related-Party Transactions (Innoviva) — Conflict Controls
- Multiple credit agreements with Innoviva affiliates at 14% interest rates; maturities extended to Mar 12, 2026 (2023, 2024, 2025 loans; convertible loan amendments). Audit Committee reviews related-person transactions under formal policy; Special Committee (non-Innoviva-affiliated directors) evaluates Innoviva-related financings/strategic transactions .
- Governance mitigants: Independence confirmations for committee members; recusal requirements for interested directors; Special Committee structure to manage conflicts .
Governance Assessment
- Strengths:
- Independent Chair with audit committee financial expert credentials; robust financial oversight and cybersecurity risk oversight by Audit Committee .
- Clear related-party transaction policy; Special Committee isolates Innoviva conflicts; consistent independent director executive sessions .
- Strong shareholder support for director elections and say-on-pay across 2024–2025 .
- Alignment signals:
- High equity weighting in director compensation (≈72% of Kramer’s 2024 total), service-based vesting; sizable outstanding options (195,470 exercisable; 168,299 unexercisable at YE 2024) .
- Watch items / RED FLAGS:
- 2023 director option grant calculation error necessitating 2024 “make-whole” grant (process/controls lapse in equity award administration) .
- Significant related-party financing reliance on Innoviva (principal shareholder), albeit with Special Committee review; continued oversight warranted .
- Limited disclosed direct share ownership (beneficial ownership comprised of options exercisable within 60 days), potentially reducing immediate “skin-in-the-game” vs. RSUs/shares; no director ownership guidelines disclosed .
Overall, Kramer’s independence, audit expertise, and leadership as Chair support board effectiveness. Continued vigilance around related-party transactions and equity award administration is advised given the make-whole correction and Innoviva financing concentration .