Athena Countouriotis
BIOMARIN PHARMACEUTICALAbout Athena Countouriotis
Athena Countouriotis, M.D. (age 53) joined BioMarin’s board in December 2023 and is independent. She is co‑founder, President, CEO and Chairperson of Avenzo Therapeutics (private) since October 2022, and previously led Turning Point Therapeutics as President/CEO from IPO through its acquisition by Bristol Myers Squibb. She holds a B.S. in Physiology (UCLA) and an M.D. (Tufts), and brings deep clinical development and biotech leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turning Point Therapeutics, Inc. | President & Chief Executive Officer | May 2018 – Aug 2022 | Led IPO and sale to Bristol Myers Squibb |
| Adverum Biotechnologies, Inc. | SVP & Chief Medical Officer | Jun 2017 – May 2018 | Clinical-stage gene therapy leadership |
| Halozyme Therapeutics, Inc. | SVP & Chief Medical Officer | Jan 2015 – May 2017 | Clinical development leadership |
| Ambit Biosciences Corporation | Chief Medical Officer | Feb 2012 – Nov 2014 | Company sold to Daiichi Sankyo |
| Pfizer Inc.; Bristol‑Myers Squibb Company | Clinical development leadership roles | Earlier career | Led various clinical development organizations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iovance Biotherapeutics, Inc. (public) | Director | Current | Not disclosed |
| Passage Bio, Inc. (public) | Director | Current | Not disclosed |
| Recludix Pharma, Inc. (private) | Director | Current | Not disclosed |
| Leal Therapeutics, Inc. (private) | Director | Current | Not disclosed |
| Capstan Therapeutics, Inc. (private) | Director | Current | Not disclosed |
| Cardiff Oncology, Inc. (public) | Director | Sep 2017 – Jan 2020 | Not disclosed |
Board Governance
- Independence: Board determined all current directors are independent except the CEO; Dr. Countouriotis is independent .
- Committee assignments (2024 activity; committees may refresh post‑AGM):
- Corporate Governance & Nominating (CGN) Committee – Member .
- Science & Technology Committee – Member .
- No chair roles disclosed for Dr. Countouriotis .
- Attendance and engagement: In 2024 the Board met 10 times; each director attended at least 75% of Board and committee meetings. Independent directors held regular executive sessions .
- Board structure: Independent Chair separated from CEO; 100% independent standing committees .
- Voting standard: In Feb 2025, Bylaws amended to adopt majority voting in uncontested elections with a resignation policy .
Fixed Compensation (Non‑Employee Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 80,000 | Fees earned or paid in cash for 2024 service |
| Program Structure (selected cash retainers) | — | Independent Chair: $80,000; Audit Chair $26,500 / Member $13,500; Compensation Chair $24,000 / Member $12,000; CGN Chair $20,000 / Member $10,000; Science & Technology Chair $20,000 / Member $10,000; Transactions & Strategy Chair $26,500 / Member $13,500 |
| Meeting Fees | — | Company does not pay per‑meeting fees |
Performance Compensation (Equity; Directors)
| Component | Detail |
|---|---|
| Annual RSU grant value | Fixed‑value RSUs of $400,000 granted to re‑elected directors at AGM (converted by 30‑day average price) |
| Vesting | RSUs vest 100% immediately prior to the next regular annual meeting (≈1‑year vest), service‑based only |
| Options | No stock options granted to directors since Sept 2017 |
| Director stock ownership guidelines | Directors must hold stock equal to ≥5× their cash retainers |
| Hedging/Pledging | Directors are prohibited from short sales, options, hedging, or margin/pledging of company stock |
| 2024 Equity Value Recognized ($) | RSUs Outstanding at 12/31/2024 (shares) |
|---|---|
| 365,045 | 4,720 |
No performance metrics apply to director equity; awards are service‑based RSUs. Performance metrics in the proxy relate to executive compensation, not directors .
Other Directorships & Interlocks
| External Company | Relationship to BMRN | Interlock/Conflict Considerations |
|---|---|---|
| Iovance Biotherapeutics (public) | Unrelated therapeutic focus vs. BMRN’s rare disease portfolio | Company policy requires CGN review/approval of for‑profit board service to assess potential conflicts; no related‑party transactions disclosed |
| Passage Bio (public) | Gene therapy; no disclosed direct transactions with BMRN | CGN oversight of potential conflicts; no RPTs disclosed |
Expertise & Qualifications
- Biotech CEO with IPO/M&A track record (Turning Point Therapeutics); deep clinical development leadership across large pharma and biotech (Pfizer, BMS, Halozyme, Adverum, Ambit) .
- Scientific/clinical expertise aligned with BioMarin’s R&D intensity; serves on Science & Technology and CGN committees .
- Academic credentials: M.D. (Tufts); B.S. Physiology (UCLA) .
Equity Ownership
| Holder | Beneficial Shares Owned | Shares Subject to Options/RSUs Vesting ≤60 Days | % Outstanding | RSUs Outstanding (12/31/2024) | Options (Exercisable/Unexercisable) | Pledged/Hedged |
|---|---|---|---|---|---|---|
| Athena Countouriotis, M.D. | 2,180 | — | * (<1%) | 4,720 | 0 / 0 | Hedging/pledging prohibited by policy; no pledges disclosed |
Notes: “Shares subject to options/RSUs” column reflects instruments vesting/exercisable within 60 days of March 14, 2025; “*” denotes less than 1% .
Say‑on‑Pay & Shareholder Voting Signals
- 2024 Director Election (Athena Countouriotis): For 152,107,502; Withheld 621,536; Broker non‑votes 10,260,612 (elected) .
- 2024 Say‑on‑Pay (advisory): For 141,887,490; Against 10,757,670; Abstain 83,878; Broker non‑votes 10,260,612 (approved) .
- Majority vote standard with resignation policy adopted in 2025 further aligns board accountability with investor expectations .
Related‑Party Transactions and Conflicts
- The Audit Committee reviews/approves all related‑party transactions; none over $120,000 since Jan 1, 2024 were disclosed (other than items already described elsewhere in the proxy unrelated to Dr. Countouriotis) .
- CGN Committee must review for‑profit board memberships of directors/executives to assess potential conflicts; overboarding limits tightened in 2021/2023 (limits for executives of public companies and counting of non‑executive chair/lead roles) .
Governance Assessment
- Strengths:
- Independent director with highly relevant clinical/R&D and biotech CEO experience; sits on Science & Technology and CGN committees, supporting oversight of pipeline and governance .
- Attendance: met ≥75% threshold in 2024; Board held 10 meetings; regular executive sessions of independent directors .
- Alignment: director pay mix is predominantly equity via annual RSUs with 1‑year vest; ownership guideline of 5× cash retainer; anti‑hedging/anti‑pledging policy .
- Shareholder support: strong “FOR” votes in 2024 director election; say‑on‑pay approval supported .
- Watch items:
- Multiple external roles (CEO of a private biotech and two public company directorships) increase time‑commitment demands, though company policy includes oversight of outside board service and stricter overboarding limits; no related‑party transactions disclosed .
Director Compensation Detail (2024)
| Component | Amount |
|---|---|
| Cash Fees | $80,000 |
| Stock Awards (RSUs grant‑date fair value) | $365,045 |
| All Other Compensation | — |
| Total | $445,045 |
Committees (as of 2025 Proxy)
| Committee | Role |
|---|---|
| Corporate Governance & Nominating | Member |
| Science & Technology | Member |
No committee chair or “audit committee financial expert” designation disclosed for Dr. Countouriotis .