Demetrios Demetriades
About Demetrios G. Demetriades
Independent director of Cosmos Health Inc. (NASDAQ: COSM), serving since January 13, 2014; age 58 as of the 2025 proxy. Background spans trading and finance roles in Cyprus and the U.K., including Director of Highlander Spring Trading Ltd (since 2003), Marketing Director at Eurolink Securities Ltd (2000–2002), and Supervising Officer at Laiki Factors Ltd (1995–2000) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highlander Spring Trading Ltd | Director | Jan 2003 – present | Trading executive leadership |
| Eurolink Securities Ltd | Marketing Director | Nov 2000 – Dec 2002 | Securities trading on Cyprus Stock Exchange |
| Laiki Factors Ltd | Supervising Officer | Jan 1995 – Nov 2000 | Financing company oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Highlander Spring Trading Ltd | Director | Jan 2003 – present | Private trading company; no public-company directorships disclosed |
Board Governance
- Independence: Classified independent under Nasdaq rules; serves on Audit Committee and Nominating & Corporate Governance Committee .
- Committees: Audit (member); Nominating & Corporate Governance (member). Compensation Committee membership is Hoidas and Aslidis (not Demetriades) .
- Board leadership: No Lead Independent Director; CEO Grigorios Siokas serves on Board and on Nominating & Corporate Governance Committee alongside Demetriades, which can weaken nominating independence .
- Attendance: FY2024 Board met 2 times; all directors attended 100%. Audit Committee met 1 time; 100% attendance by members . FY2023 Board held 15 meetings; all directors attended at least 75%. Audit Committee members attended 100% .
| Committee | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Audit Committee | Member | Member | Audit committee financial expert: Dr. Aslidis |
| Nominating & Corporate Governance | Member (with CEO Siokas and Dr. Ziegler) | Member (with CEO Siokas) | CEO on committee may reduce independence |
| Compensation Committee | Not a member | Not a member | — |
| Attendance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board Meeting Attendance | ≥75% for all directors | 100% for all directors |
| Audit Committee Attendance | 100% for members | 100% for members |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Board cash retainer | $10,000 | $10,000 |
| Committee cash fee | $5,000 | $5,000 |
| Total cash fees | $15,000 | $15,000 |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards ($) | $17,650 | $15,150 |
| Total director compensation ($) | $32,650 | $30,150 |
| Stock Award Details | FY 2023 | FY 2024 |
|---|---|---|
| Grant date | April 3, 2023 | September 16, 2024 |
| Shares awarded | 5,000 | 15,000 |
| Vesting schedule | 50% on Oct 2, 2023; 50% on Oct 2, 2024 | Not specified in proxy (incentive stock award under 2024 Plan) |
| Plan | 2023 Omnibus Incentive Plan | 2024 Omnibus Incentive Plan |
No options or unvested restricted stock reported outstanding as of December 31, 2024 for directors, including Demetriades .
Other Directorships & Interlocks
- No public-company directorships disclosed for Demetriades in the last five years; roles listed are private-company positions .
Expertise & Qualifications
- Trading and finance background (director of trading company; prior securities marketing and factoring finance roles) cited by the Board as qualifications for service .
Equity Ownership
| As-of Date (Record) | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Sep 20, 2024 | 20,000 | <1% (not individually stated; marked “*”) |
| Aug 1, 2025 | 20,000 | 0.07% |
Company states it has no anti-hedging or anti-pledging policies, a governance alignment risk for shareholders .
Insider Trades & Filings
| Event | Date/Period | Notes |
|---|---|---|
| Section 16(a) filing timeliness | FY2023 | Demetriades failed to file, on a timely basis, one report concerning compensatory stock awards granted on April 3, 2023; identified in the 2024 proxy’s Section 16(a) compliance disclosure . |
| Section 16(a) compliance | FY2024 | Timely filing issues listed for other insiders; Demetriades not named among late filers in FY2024; multiple insiders filed Form 5 on Feb 12, 2025 to cure prior omissions . |
Governance Assessment
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Strengths: Long-tenured independent director; dual service on Audit and Nominating & Corporate Governance Committees; full Board and Audit attendance reported for FY2024—which supports oversight continuity and engagement .
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Concerns:
- Nominating & Corporate Governance Committee includes the CEO, reducing independence of the director nomination process; Demetriades sits alongside the CEO on this committee .
- Company lacks anti-hedging and anti-pledging policies, undermining shareholder alignment expectations .
- Low Board meeting frequency in FY2024 (2 meetings), which may constrain oversight during a period of capital structure changes and governance proposals .
- Prior Section 16(a) filing deficiency in 2023 for Demetriades (late report related to equity award), a compliance red flag though cured subsequently for insiders via Form 5 filings .
- Broader related-party transactions with entities tied to the CEO (Doc Pharma and Zakalia Ltd), including prepayments, R&D licensing, and loan arrangements, elevate conflict risk; while not attributed to Demetriades personally, Audit Committee oversight (where he serves) should address these exposures .
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Capital structure/watch-outs: The Board proposed reverse stock split authority and significantly increased authorized shares (to 1.5B common and 300M preferred) in 2025; a large convertible note program conditioned on shareholder approval can be highly dilutive—Audit and Nominating oversight should scrutinize investor protections .
Overall signal: Engagement and independence are positives, but committee composition with the CEO, lack of anti-hedging/pledging policies, past Section 16 timeliness, and significant related-party exposures present governance risks that investors should monitor through committee outputs and future disclosures .