Todd Peterson
Armata PharmaceuticalsAbout Todd C. Peterson, Ph.D.
Independent director of Armata Pharmaceuticals since October 2019; age 66 as of the 2024 record date. Founder and Principal at GenApex Bio; previously Chief Scientific Officer at The Allen Institute and Chief Technology Officer at Synthetic Genomics. Ph.D. in Microbiology (USC), postdoctoral fellow at Max Planck Institute; M.A./B.A. in Biological Sciences/Molecular Biology & Biochemistry (UC Santa Barbara). Selected for deep biotechnology, genomics, and synthetic biology expertise, including understanding of Armata’s bacteriophage platform .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Allen Institute | Chief Scientific Officer | Not disclosed | Led science and technology strategy across Brain Science, Cell Science, Immunology, and Frontiers Group |
| Synthetic Genomics (SGI) | Chief Technology Officer | Not disclosed | Led synthetic biology/applied genomics portfolio |
| Invitrogen/Life Technologies (now Thermo Fisher Scientific) | Led Genomics & Synthetic Biology R&D | Not disclosed | Developed life science tools; technology development and commercialization |
| Genicon Sciences; Trega Biosciences; Hybritech; Gen-Probe | R&D roles with increasing responsibility | Not disclosed | Technology research, product development, commercialization |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Molecular Assemblies | Director | Biotechnology | Board service disclosed |
| Center of Excellence for Engineering Biology | Director | Non-profit/Research | Board service disclosed |
| Aizen Therapeutics | Co-founder; Scientific Advisory Board Chair | Biotechnology | Role disclosed in 2025 proxy |
| Barrier Bio | Co-founder | Biotechnology | Prior co-founder role disclosed |
| Various life science, academic, and VC groups | Advisor | Life sciences | Advisory roles disclosed |
Board Governance
- Committee assignments (as of 2024 and 2025 record dates): Audit Committee Member; Special Committee Member. Not a committee chair; Audit Committee chair is Robin C. Kramer .
- Independence: Board determined all committee members meet NYSE American and SEC independence requirements; Audit Committee members satisfy listing standards .
- Attendance and engagement: In 2023, the Board met 8 times; Audit 7; Compensation 5; Nominating 1; Special 7. Each director attended at least 75% of meetings of the Board and applicable committees; independent directors met regularly in executive session without management .
- Special Committee (conflict mitigation): Comprised of independent directors unaffiliated with Innoviva; evaluates financing/strategic transactions involving Innoviva, Armata’s largest shareholder .
| Committee | 2024 Status | 2025 Status | Chair |
|---|---|---|---|
| Audit | Member | Member | Robin C. Kramer |
| Compensation | Not a member | Not a member | Joseph M. Patti |
| Nominating & Corporate Governance | Not a member | Not a member | Sarah J. Schlesinger |
| Special Committee | Member | Member | Joseph M. Patti |
Fixed Compensation
- Director compensation schedule (cash retainer/fees): Chair $70,000; other directors $40,000; 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 $5,000. 2024 compensation schedule consistent with 2023 .
| Item | Amount ($) | Source |
|---|---|---|
| Board Chair Annual Cash Retainer | 70,000 | |
| Non-Employee Director Annual Cash Retainer | 40,000 | |
| Audit Committee – Chair | 17,000 | |
| Audit Committee – Member | 8,000 | |
| Compensation Committee – Chair | 12,000 | |
| Compensation Committee – Member | 6,000 | |
| Nominating & Corporate Governance – Chair | 8,000 | |
| Nominating & Corporate Governance – Member | 4,000 | |
| Special Committee – Chair | 10,000 | |
| Special Committee – Member | 5,000 |
| Todd C. Peterson – Cash Fees and Total Compensation | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 48,000 | 53,000 | 53,000 |
| Total ($) | 169,111 | 73,187 | 290,276 |
Performance Compensation
- Equity compensation structure for directors: Company states it grants non-employee directors annual stock options with grant-date fair value approximately $121,111; actual 2024 option award value for Peterson was $237,276; 2023 was $20,187; 2022 was $121,111 .
| Todd C. Peterson – Option Awards (Grant-Date Fair Value, $) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option Awards ($) | 121,111 | 20,187 | 237,276 |
No performance-vesting metrics (TSR, revenue/EBITDA goals) are disclosed for director equity awards; director compensation comprises cash retainers/fees and time-based options per the director compensation tables and policy disclosures .
Other Directorships & Interlocks
| Entity | Relationship to Armata | Peterson Role | Potential Interlock/Conflict |
|---|---|---|---|
| Innoviva, Inc. | Largest shareholder | None disclosed | Special Committee excludes Innoviva-affiliated directors; Peterson serves on Special Committee overseeing Innoviva-related transactions |
| Molecular Assemblies | External company | Director | No related-party transactions disclosed |
| Center of Excellence for Engineering Biology | External organization | Director | No related-party transactions disclosed |
| Aizen Therapeutics | External company | SAB Chair | No related-party transactions disclosed |
Expertise & Qualifications
- Biotech and life sciences R&D leader with >35 years across molecular/cell biology, genomics, synthetic biology; product/technology development and commercialization background .
- Qualifications highlighted by Armata: in-depth industry knowledge, pre-clinical/early-stage requirements, and understanding of Armata’s bacteriophage platform .
Equity Ownership
- Hedging/pledging: Insider trading policy prohibited hedging and pledging in 2024; in 2025, hedging/monetization transactions require pre-clearance by CEO or PFO (policy evolution worth monitoring) .
| Beneficial Ownership (incl. options exercisable within 60 days where disclosed) | 2023 (Record 7/10/2023) | 2024 (Record 4/19/2024) | 2025 (Record 4/17/2025) |
|---|---|---|---|
| Shares Beneficially Owned | 94,883 | 201,176 | 188,681 |
| Percent of Total | <1% | <1% | <1% |
| Stock Options (Outstanding/Exercisable) at Year-End | 2022 | 2023 |
|---|---|---|
| Options Outstanding | 111,383 | 121,844 |
| Options Exercisable | 64,383 | 94,883 |
Governance Assessment
- Board effectiveness: Peterson strengthens the Audit Committee alongside an audit financial expert chair; his science/technology depth complements Armata’s platform focus. Committee independence and regular executive sessions bolster oversight and reduce management influence .
- Independence and attendance: Independent director; attended ≥75% of meetings in 2023 with active service on Audit and Special Committees; this supports reliable participation and governance continuity .
- Alignment and incentives: Director pay dominated by equity options plus modest cash retainers/fees—generally supportive of long-term alignment. Note the sharp rise in option grant fair value in 2024 versus 2023 (and above the stated “~$121,111” policy), which merits follow-up on award sizing rationale and company-wide option practices .
- Conflicts and related-party exposure: Special Committee design explicitly excludes Innoviva-affiliated directors, and Peterson’s participation provides investor confidence in review of Innoviva-related transactions. No related-party transactions disclosed involving Peterson’s external roles .
- Policies and controls: Hedging/pledging restrictions (2024) and preclearance for hedging/monetization (2025) indicate evolving risk controls; Section 16 compliance reported with only isolated late filings not involving Peterson in 2024, suggesting sound reporting discipline .
RED FLAGS to monitor
- Material increase in director option award value in 2024 relative to 2023 and policy baseline—seek disclosure on grant sizing, any equity plan amendments, or repricing/exchange programs .
- Insider trading policy shift from prohibition to preclearance for hedging/monetization transactions—confirm whether pledging remains prohibited and whether directors utilize any hedging structures .