Sarah Schlesinger

About Sarah J. Schlesinger, M.D.

Independent director at Armata Pharmaceuticals (ARMP), age 65, serving since February 2020. She is an Associate Professor of Clinical Investigation at Rockefeller University and Senior Attending Physician at Rockefeller University Hospital; previously Clinical Director in the laboratory of Nobel laureate Ralph Steinman (2002–2011) and led dendritic cell research at Walter Reed Army Institute of Research (1994–2002) and the Armed Forces Institute of Pathology (1994–2002). Education: B.A., Wellesley College; M.D., Rush Medical College; trained in Anatomic Pathology at The New York Hospital where she was Chief Resident .

Past Roles

External Roles

Board Governance

• Independence: Board determined all nominees except CEO Deborah Birx are independent; Dr. Schlesinger is independent under NYSE American standards .
• Committee assignments (as of April 17, 2025): Compensation Committee member; Nominating & Corporate Governance Committee chair; not on Audit; not on Special Committee .
• Board leadership: Independent Chair (Robin C. Kramer); separate CEO and Chair roles .
• Attendance and engagement: In 2024, the Board met 5 times; Audit 4; Compensation 1; Nominating 1; Special 5. Each director attended at least 75% of Board and relevant committee meetings; independent directors met regularly in executive session .

Fixed Compensation

Performance Compensation

• Annual option grants to non-employee directors target an equity grant with grant-date fair value; in 2024 each received option awards with aggregate grant-date fair value of $237,276 (includes standard 2024 grant and a make-whole grant correcting a 2023 award error) .
• Vesting conditions: 2023 award (10,461 shares) and March 2024 make-whole award (39,666 shares) vest based on continuous service through immediately prior to the 2024 Annual Meeting .
• 2024 annual grant fair value: approximately $138,602; vesting terms per director program; individual share count not disclosed in the proxy .

No director performance metrics (e.g., revenue/TSR targets) are tied to equity; awards vest on service-based schedules per committee-charter and equity plan disclosures .

Other Directorships & Interlocks

• Innoviva interlock: Dr. Schlesinger serves on Innoviva’s board and its committees; Innoviva is ARMP’s controlling shareholder (beneficially 84.2%) and a significant lender to ARMP via multiple related-party credit agreements (details below). She was initially appointed to ARMP’s Board as an Innoviva designee in February 2020; Innoviva replaced her designee seat with Jules Haimovitz in April 2021, and Dr. Schlesinger continued as a non-designee director .
• Special Committee: ARMP maintains a Special Committee of independent directors unaffiliated with Innoviva to evaluate strategic transactions involving Innoviva, mitigating conflict risk .

Expertise & Qualifications

• Deep clinical and immunology expertise across academic and military research; governance experience across biotech public boards and academic institutions .
• Governance credentials: Chairs ARMP’s Nominating & Corporate Governance Committee; active on Innoviva’s governance committees, indicating strong processes and oversight orientation .

Equity Ownership

No pledging or hedging by directors is disclosed beyond a policy requiring pre-clearance; the Company’s Insider Trading Policy restricts hedging/monetization transactions without approval .

Governance Assessment

• Key findings:

  • Independence and attendance: Formally independent under exchange rules and attended ≥75% of meetings; chairs a critical governance committee, suggesting high engagement .
  • Interlocks and potential conflicts: Significant interlock with Innoviva (ARMP’s ~84% controlling shareholder) through her Innoviva board roles; ARMP’s financing relies on multiple related-party loans from Innoviva (14% interest for 2023–2025 loans; 8% for 2023 convertible loan), secured by substantially all assets, with maturity extensions to March 12, 2026. The Special Committee structure and Audit Committee oversight of related-person transactions are mitigating measures, but Innoviva’s influence remains a material governance risk .
  • Director pay and alignment: 2024 compensation mix weighted to options ($237,276 grant-date fair value) with modest cash fees ($54,000), creating equity alignment via time-based vesting; a 2023 option under-grant was transparently corrected with a make-whole grant in March 2024—process-control lapse but remediation was disclosed .
  • Board structure and oversight: Independent Chair; active committee structure; executive sessions held regularly; Audit Committee chaired by a financial expert (Kramer) with explicit oversight of related-party transactions and cybersecurity .

• RED FLAGS:

  • Innoviva control and financing dependence: Concentrated ownership (~84.2%), multi-instrument related-party debt (secured, 14% interest), and conversion features—elevated conflict-of-interest and minority shareholder risk despite Special Committee processes .
  • Interlocks: Simultaneous Innoviva and ARMP board service for multiple directors (Schlesinger, Kostas, Haimovitz as designee) may impair perceived independence on matters involving Innoviva; formal independence affirmed but investors should scrutinize Special Committee decisions .

• Positive signals:

  • Strong governance engagement: Chairing ARMP’s Nominating & Governance; regular executive sessions; attendance threshold met .
  • Equity-heavy director pay: Aligns director incentives with long-term shareholder value; transparent correction of grant error .

• Additional context:

  • Going concern language in 2024 audit report underscores financial fragility; reliance on Innoviva support intensifies conflict oversight importance for directors, including Dr. Schlesinger .