Barbara Kosacz
About Barbara Kosacz
Independent director; age 67; director since March 2021. Former Chief Operating Officer and General Counsel at Kronos Bio (Jul 2020–Feb 2024) and longtime Cooley LLP partner leading the international life sciences practice (1997–2000; 2002–2020). Education: B.A., Stanford University; J.D., UC Berkeley School of Law; widely recognized in biotechnology law (Best Lawyers, Legal 500, Chambers USA, IAM Patent 1000). Current external boards: XOMA Corp. and The Scripps Research Institute; prior director at Phoenix Biotech Acquisition Corp. (Oct 2021–Feb 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kronos Bio, Inc. | Chief Operating Officer & General Counsel | Jul 2020–Feb 2024 | Senior operator overseeing legal and operations at a clinical-stage biotech |
| Cooley LLP | Partner; Head of International Life Sciences Practice | 1997–2000; 2002–2020 | Led life sciences, advised startups to public companies, funds, banks, non-profits |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| XOMA Corp. | Director | Current | Public royalty aggregation company |
| The Scripps Research Institute | Director | Current | Non-profit/academic board |
| Phoenix Biotech Acquisition Corp. | Director | Oct 2021–Feb 2024 | SPAC; board tenure ended Feb 2024 |
Board Governance
- Committee assignments: Chairwoman, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined she is independent under Nasdaq rules; all members of audit, compensation, nominating, and compliance committees satisfy applicable independence standards .
- Attendance: Board held seven meetings in FY2024; each director attended at least 75% of board and relevant committee meetings; seven of eight directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (Kelly A. Romano); CEO separate; executive sessions held periodically and chaired by the independent chair or committee chairs .
- New oversight: Compliance Committee established Sep 2024; first convened Feb 2025 to oversee scientific research integrity and healthcare compliance .
Fixed Compensation
| Component (FY2024) | Amount ($) | Basis |
|---|---|---|
| Annual cash retainer | 40,000 | Outside Director Compensation Policy |
| Compensation Committee Chair fee | 10,000 | Policy |
| Nominating & Corporate Governance Committee member fee | 4,000 | Policy |
| Total cash fees earned | 54,000 | Reported for Kosacz in 2024 Director Compensation table |
Notes:
- Committee fee structure: Audit Chair $15,000; Audit member $7,500; Comp Chair $10,000; Comp member $5,000; Nominating Chair $8,000; Nominating member $4,000; Compliance Chair $10,000; Compliance member $5,000 .
Performance Compensation
| Equity Element | Grant Structure | Vesting | Valuation/Terms |
|---|---|---|---|
| Annual Option Award | 20,900 options each year after annual meeting | Vests on earlier of 1-year anniversary or day before next annual meeting, subject to service | 10-year max term; strike = 100% FMV on grant date; full acceleration upon change in control |
| Initial Option Award (on joining board) | 41,800 options | 1/36 monthly vesting from grant date, subject to service | Same terms as above |
| FY2024 Option Award (reported value) | Option Awards | — | $43,404 aggregate grant-date fair value, per SEC ASC 718 |
Other Directorships & Interlocks
| Company | Sector | Relationship to ATHA | Potential Interlock Notes |
|---|---|---|---|
| XOMA Corp. | Biotech royalty aggregation | No disclosed transactional ties to ATHA in the proxy sections reviewed | Public board role; no related-party transactions disclosed in reviewed portions |
| The Scripps Research Institute | Non-profit research | No disclosed ties in reviewed sections | Academic board role |
| Phoenix Biotech Acquisition Corp. | SPAC | Tenure ended Feb 2024 | Prior role; no ongoing interlock |
Expertise & Qualifications
- 25+ years advising life sciences companies, venture funds, and banks on biotech law, partnering, and deal structures; frequent lecturer at UC Berkeley, Stanford, Columbia, UPenn on biotech law and deal-making .
- Recognitions: Best Lawyers in America (Biotechnology Lawyer of the Year 2018), Legal 500 “leading lawyer” (healthcare/life sciences), Chambers USA Band 1, IAM Patent 1000 “highly recommended transactions” .
- Brings transactional, legal, and governance depth relevant to compensation oversight and nominating functions .
Equity Ownership
| Instrument | Status (as of Dec 31, 2024) | Quantity | Notes |
|---|---|---|---|
| Stock Options | Outstanding | 83,413 options | Reported outstanding options held by Kosacz |
| Hedging/Pledging | Prohibited by policy | — | Insider Trading Policy prohibits hedging, pledging, short sales, and derivatives; applies to directors |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; member of Nominating & Governance; strong attendance; board has robust independence and established executive sessions; compliance and scientific integrity oversight enhanced via new Compliance Committee; expanded clawback policy to cover accounting restatements and scientific retractions due to misconduct—improving accountability signals .
- Compensation alignment: Director pay balanced between cash retainer/committee fees and at-risk equity (options) with change-in-control full acceleration; standard 10-year options at FMV align incentives to long-term value, though options lack explicit performance metrics typical for executive pay .
- Potential conflicts: Current external board at XOMA and Scripps Research; proxy does not indicate related-party transactions in reviewed sections; audit committee explicitly oversees related-party transactions, mitigating risk .
- Board-level risk context: Board pursued reverse stock split and authorized share reduction to address Nasdaq bid-price compliance; creation of Compliance Committee and broadened clawback suggest heightened governance focus after clinical/data integrity scrutiny in sector peers; these actions may bolster investor confidence in oversight .
RED FLAGS: None specific to Kosacz identified in reviewed proxy sections (no pledging permitted; independence affirmed; attendance adequate) .
Compensation Committee Analysis
- Composition: Chair—Barbara Kosacz; Members—James A. Johnson and Grant Pickering; all independent under Nasdaq/SEC rules .
- Mandate: Oversees CEO goals, executive pay, equity plans, clawback policy, director pay form/amount, regulatory compliance; can retain independent compensation consultants (Pearl Meyer engaged since Oct 2021 for market benchmarking) .
- Director pay framework: Cash retainers plus standardized option grants; annual cap of $500,000 for director comp ($750,000 initial year) to prevent excessive awards .
Director Compensation (FY2024)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 54,000 |
| Option Awards (grant-date fair value) | 43,404 |
| Total | 97,404 |
Board Governance Details
| Committee | Role | Member(s) |
|---|---|---|
| Compensation | Chair | Barbara Kosacz; members: James A. Johnson, Grant Pickering |
| Nominating & Corporate Governance | Member | Kelly A. Romano (Chair), Barbara Kosacz, Joseph Edelman, Michael Panzara |
| Independence | Board determination | All directors except CEO independent; committee members satisfy independence |
| Attendance (FY2024) | Board meetings | 7 meetings; ≥75% attendance for each director; 7 of 8 at 2024 annual meeting |
Related Policies Impacting Alignment
- Insider Trading Policy: Prohibits hedging, pledging, short sales, and trading in derivatives; strengthens alignment and reduces risk of misalignment .
- Clawback Policy: Updated Nov 2023 and Sep 2024 to comply with Nasdaq and to require recovery on accounting restatements and retractions/corrections of scientific results due to misconduct or gross negligence; applies to covered executives, signaling strong accountability culture overseen by the board and compliance committee .