Georgios Terzis
About Georgios Terzis
Georgios (George) Terzis is Chief Financial Officer of Cosmos Health Inc. (COSM), elected on November 11, 2020, after serving as International Finance Manager from January 1, 2017; he is 43 years old, holds an MBA from ALBA Graduate Business School and a Bachelor’s in Financial Management from the University of Attica, and is certified by the European Commission as an independent valuator of companies and private investments . Company performance under his tenure shows modest revenue growth but continued negative EBITDA; total shareholder return (TSR) rebounded in 2024 after severe drawdowns in 2022–2023 (see performance tables) . The company discloses that, as a smaller reporting company, it did not link executive pay to specified financial performance measures in the pay-versus-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cosmos Health Inc. | International Finance Manager | 2017–2020 | Supported international finance operations prior to becoming CFO . |
| Executive consulting (multiple firms) | Executive Consultant | Pre-2017 | Secured >€50m in funding, financing and state incentives across healthcare, logistics, RES and manufacturing projects . |
External Roles
- No external directorships or public company committees disclosed for Mr. Terzis in company filings reviewed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 22,121 | 160,272 | 166,698 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | 50,000 | 100,000 | 100,000 |
Notes: Company states there are no pension, retirement or similar benefit plans for executive officers .
Performance Compensation
| Incentive Type | Metric/Terms | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Cash bonus | Discretionary/Not tied to specific financial plan metrics per pay-versus-performance disclosure | Not disclosed | Not disclosed | $50,000 (2022) ; $100,000 (2023) ; $100,000 (2024) | Not applicable |
| Stock awards (fair value) | Restricted stock/incentive shares under 2023/2024 plans | Not disclosed | Not disclosed | $175,212 (2023) ; $494,900 (2024) | Not disclosed; year-end 2023 and 2024 show no unvested awards outstanding |
| Specific grant (shares) | Incentive shares granted Sept 19, 2024: 490,000 shares (late Form 5 filed Feb 12, 2025) | Not disclosed | Not disclosed | 490,000 shares (grant count) | Not disclosed |
Other equity plan context:
- 2023 Omnibus Equity Incentive Plan (2.5m shares) approved Sept 18, 2023; all issued as restricted shares with vesting conditions, per plan description .
- 2024 Plan (3.5m shares) approved Sept 23, 2024 .
- 2025 Omnibus Equity Incentive Plan proposed (6.0m shares) for stockholder approval .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 727,263 shares as of Aug 1, 2025 |
| Ownership as % of Outstanding | 2.41% of 30,127,379 shares outstanding as of Aug 1, 2025 |
| Vested vs. Unvested Shares | No unvested awards reported as of Dec 31, 2024; outstanding awards table shows none |
| Options (Exercisable/Unexercisable) | None outstanding as of Dec 31, 2024 |
| Historical options | 25,000 options at $0.40 expiring 01/01/21; 25,000 options at $1.00 expiring 01/01/22 (historic; no current options) |
| Shares Pledged as Collateral | Not disclosed; company has no anti-hedging/anti-pledging policies |
| Ownership Guidelines | Not disclosed in reviewed filings |
Related-party/compensation accruals:
- Unpaid salaries/bonuses due to Mr. Terzis totaled $168,000 at Dec 31, 2024 (recorded as related-party accounts payable/accrued expenses) .
Employment Terms
| Term | Detail |
|---|---|
| Role/Start Date | CFO, elected Nov 11, 2020 |
| Term/Expiration | Officers serve at the direction of the Board; no fixed-term contract disclosed |
| Severance/Change-of-Control (CIC) | Not disclosed in reviewed filings |
| Clawback Policy | Clawback Policy adopted/documented; filed as exhibit; report signed by CFO (Nov 28, 2023) |
| Insider Trading Policy | Company adopted Insider Trading Policies and Procedures; referenced in 2024 10-K and 2025 proxy |
| Rule 10b5-1 Arrangements | No Rule 10b5-1 trading arrangements for officers/directors as of 12/31/2024 |
| Anti-Hedging/Anti-Pledging | Company does not have anti-hedging or anti-pledging policies (disclosed in proxies) |
| Non-compete/Non-solicit | Not disclosed in reviewed filings |
Compensation Committee governance:
- Compensation Committee members in 2025: John J. Hoidas and Anastasios Aslidis (both independent, non-employee directors) . 2024 committee comprised the same independent directors .
Company Performance Snapshot (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 50,347,652 | 53,376,874 | 54,426,402 |
| EBITDA ($) | -7,370,842* | -21,240,526* | -14,033,495* |
Values with asterisk (*) retrieved from S&P Global.
| TSR: Value of $100 Investment | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value ($) | 4.8 | 25.6 | 48.8 |
Notes: COSM disclosed it did not use “financial performance measures” under Item 402(v) to link compensation to pay-versus-performance in the reported periods .
Risk Indicators & Red Flags (governance and incentives)
- No anti-hedging or anti-pledging policies, reducing alignment safeguards relative to best practices .
- Late Section 16 reporting: a Form 5 was filed on February 12, 2025 to report previously undisclosed transactions, including 490,000 incentive shares to Mr. Terzis on Sept 19, 2024 .
- Significant unpaid executive compensation accrued to CFO ($168,000 at 12/31/2024), indicative of liquidity or cash management constraints .
- Large equity plan capacity increases (2024 and 2025 plans), which may add dilution risk if broadly utilized .
Summary of Multi‑Year Compensation (Mr. Terzis)
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 22,121 | 160,272 | 166,698 |
| Bonus ($) | 50,000 | 100,000 | 100,000 |
| Stock Awards ($ fair value) | — | 175,212 | 494,900 |
| Option Awards ($) | — | — | — |
| Total ($) | 108,121 | 435,483 | 761,898 |
Investment Implications
- Pay-for-performance alignment appears limited: cash salary plus discretionary cash bonus and time-based equity with no disclosed financial performance targets; the company explicitly states it did not use defined financial performance measures under Item 402(v) in recent years . This reduces direct linkage of compensation to revenue/EBITDA outcomes despite negative EBITDA across 2022–2024 (albeit improving in 2024)* . Values with asterisk (*) retrieved from S&P Global.
- Potential supply/overhang: 490,000 incentive shares granted to Mr. Terzis in Sept 2024 and expanded equity plan capacity may create dilution and/or selling pressure if monetized; no unvested awards reported at 2024 year-end mitigates near-term vesting-driven pressure, but absence of anti-hedging/pledging policies weakens alignment controls .
- Skin-in-the-game is meaningful: 727,263 shares (2.41%) beneficially owned as of Aug 1, 2025 aligns the CFO with shareholders, though 2022–2023 TSR drawdowns underscore execution risk; TSR recovered in 2024 but remains far below a $100 base, indicating high volatility and capital markets risk .
- Liquidity/cash management watch: accrued unpaid compensation of $168,000 to the CFO as of year-end 2024 is a cautionary indicator for working capital/cash discipline that investors should monitor .