Grigorios Siokas
About Grigorios Siokas
Grigorios Siokas is CEO and Director of Cosmos Health Inc. since 2016; he briefly also served as acting CFO until November 11, 2020. He brings over 15 years of pharmaceutical industry experience, leading SkyPharm SA since 2014, and previously held ownership and operating roles in European pharma distribution; he holds a Bachelor’s in Geology (Aristotle University of Thessaloniki) and a Master’s in management and finance (University of Stuttgart and University of Tuebingen) . Company performance under his tenure has been mixed: revenues rose from $50.35M (FY 2022) to $54.43M (FY 2024) , while net losses persisted at $(13.83)M in FY 2022, $(18.54)M in FY 2023, and $(16.18)M in FY 2024 . Pay-versus-performance disclosure shows cumulative TSR values of $4.8 (2022), $25.6 (2023), and $48.8 (2024) for an initial $100 investment, reflecting significant share price volatility during the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cosmos Health Inc. | Acting CFO (dual-role) | 2016–Nov 2020 | Provided interim finance leadership during growth and restructuring; relinquished CFO role upon appointment of permanent CFO . |
| SkyPharm SA (Cosmos subsidiary) | CEO & Operations Manager | 2014–present | Led European medicine export operations; strategic hub for COSM’s distribution across EU . |
| Marble import-export (Germany) | Founder/Operator | 1990s | Became 4th largest Greek marble importer in Germany in two years . |
| Tour Operation (Europe) | Operator | 1990s | Ran tour operations with multiple airlines, serving millions of customers . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ippokratis Pharmaceuticals | Major shareholder | Since 2000 | Pharma distribution; annual sales > €78M . |
| Thrakis Pharmaceuticals | Major shareholder | Since 2000 | Pharma distribution; annual sales > €20M . |
| Thessalias Pharmaceuticals | Major shareholder | Since 2000 | Pharma distribution; annual sales > €18M . |
| ZED Pharma SA | Major shareholder | Since 2000 | Pharma distribution; annual sales > €35M . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | All Other Compensation ($) |
|---|---|---|---|
| 2022 | — | — (not disclosed) | — |
| 2023 | 1,080,000 | — (not disclosed) | — |
| 2024 | 1,080,000 | — (not disclosed) | — |
Notes:
- Proxy states there are no pension, retirement or similar benefit plans for executive officers .
Performance Compensation
| Year | Cash Bonus Paid ($) | Stock Awards (# shares) | Stock Awards ($ fair value) | Option Awards | Grant/Vesting Details |
|---|---|---|---|---|---|
| 2022 | 600,000 | — | — | — | None disclosed . |
| 2023 | 1,800,000 | — | — | — | None disclosed . |
| 2024 | 400,000 | 1,410,000 incentive shares granted 9/19/2024 | 1,424,100 | — | No outstanding equity awards at FY-end; awards granted/vested reflected in CAP reconciliation . |
Additional disclosures:
- The company states a performance-driven compensation philosophy but does not specifically align annual measures with “Compensation Actually Paid” (CAP) under Item 402(v) .
- No non-equity incentive plan payouts are reported; equity awards in 2024 were restricted shares under omnibus plans .
Pay vs Performance
| Year | CEO SCT Total ($) | CEO CAP ($) | Average Non-CEO NEO SCT Total ($) | Average Non-CEO NEO CAP ($) | TSR Value of $100 | Net Income (Loss) ($) |
|---|---|---|---|---|---|---|
| 2022 | 600,000 | 600,000 | 118,121 | 118,121 | 4.8 | (13,830,371) |
| 2023 | 2,880,000 | 2,880,000 | 483,291 | 483,291 | 25.6 | (18,542,654) |
| 2024 | 2,904,100 | 2,904,100 | 850,042 | 850,042 | 48.8 | (16,183,018) |
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Components / Notes |
|---|---|---|---|
| Sept 20, 2024 | 4,016,980 | 11.73% | Includes 1,130,774 issued shares; 212,383 Exchange Warrants (10/2/2022); 500,000 Series A and 500,000 Series B warrants exercisable at $3.00 . |
| Aug 1, 2025 | 6,871,266 | 22.28% | Includes 1,130,774 issued shares; 212,383 Exchange Warrants; 500,000 Series B warrants at $3.00; outstanding share base 30,127,379 . |
Alignment and trading policies:
- As of December 31, 2024, there were no unexercised stock options, unvested stock, or outstanding equity incentive plan awards for any directors or executive officers .
- The company reports no Rule 10b5-1 trading arrangements by officers/directors and has adopted Insider Trading Policies and Procedures .
- Company discloses Anti-Hedging and Anti-Pledging policies in its proxy materials (policies referenced alongside committee charters) .
Employment Terms
- Start date and tenure: Joined as CEO, CFO, and Director on February 26, 2016; relinquished acting CFO role on November 11, 2020 .
- Employment contract, severance, and change-of-control economics: Not specifically disclosed in proxy or 10-K; Equity plans provide treatment upon corporate transactions (cancellation/acceleration, assumption/replacement criteria) .
- Clawback/forfeiture: Plan permits reduction/cancellation/recoupment of awards for misconduct, policy violations, breach of restrictive covenants, or detrimental conduct, at Committee discretion .
- Non-compete/non-solicit: Forfeiture language references applicable restrictive covenants under award agreements and company policy .
Board Governance
- Board leadership: CEO Siokas is the sole officer on the Board; the company does not have a Lead Independent Director . The company states all Board and committee members are independent and believes this structure is appropriate given size and independent committee leadership .
- Committees:
- Audit Committee: John Hoidas, Dr. Anastasios Aslidis (financial expert), Demetrios G. Demetriades; all independent .
- Compensation Committee: John J. Hoidas and Anastasios Aslidis; both independent/non-employee directors .
- Nominating & Corporate Governance Committee: Grigorios Siokas and Demetrios G. Demetriades (2025); in 2024, also included Dr. Manfred Ziegler; independent members as noted .
- Meetings/attendance: Board held 2 meetings in 2024 and acted by unanimous consent 9 times; all directors attended 100% of meetings . In 2023, Board held 15 meetings and acted by unanimous consent 13 times; all directors attended at least 75% .
- Stockholder communications, codes, and charters available via company site; Insider reporting note: late Form 5 filings reported for incentive share grants on 9/19/2024, including 1,410,000 shares to Siokas (filed 2/12/2025) .
Related Party Transactions (Governance Red Flags)
- Doc Pharma S.A. (CEO’s spouse is CEO; Siokas served as a principal previously):
- Prepaid balances: $3,284,052 (2024), $4,347,184 (2023) .
- Accounts payable: $249,768 (2024), $34,217 (2023) .
- Receivables from Doc Pharma: $2,295,706 (2024), $2,386,721 (2023) .
- Purchases from Doc Pharma: $1,091,540 (2024), $1,365,324 (2023) .
- Sales to Doc Pharma: $781,386 (2024), $619,637 (2023) .
- 2020 CMO agreement outlines manufacturing, ownership of “Sky Premium Life” brand, prepayment terms (60%/40%), and MOQ requirements .
- CEO loans: Non-interest-bearing, no-term loans by Siokas to the company; outstanding principal $6,194 (2024) vs $13,257 (2023), with FX adjustments .
- Historical €1.5M note transferred to Siokas (2018) at 4.7% interest; paid in full by FY 2022; zero balance thereafter .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 50,347,652 | 53,376,874 | 54,426,402 |
| EBITDA ($) | (7,370,842)* | (21,240,526)* | (14,033,495)* |
| Net Income (Loss) ($) | (13,830,371) | (18,542,654) | (16,183,018) |
*Values retrieved from S&P Global.
TSR context (Pay vs Performance): $100 initial investment valued at $4.8 (2022), $25.6 (2023), $48.8 (2024) .
Compensation Structure Analysis
- Cash vs equity mix: 2023 pay skewed to cash bonus ($1.8M) with no equity grants; 2024 introduced restricted stock awards ($1.424M) alongside a reduced cash bonus ($400k), signaling increased equity-based pay under omnibus plans .
- Options vs RSUs: No option awards outstanding; equity has shifted to restricted stock grants via 2023/2024/2025 omnibus incentive plans .
- Guaranteed vs at-risk pay: Base salary held flat at $1.08M (2023–2024) while at-risk equity was added in 2024; no disclosed formulaic non-equity plan metrics, indicating discretionary elements .
- Clawback/forfeiture and anti-hedging/pledging: Plan-level recoupment and forfeiture provisions and company-level anti-hedging/pledging policies reduce misalignment risks, subject to committee discretion .
Equity Plans and Change-of-Control
- 2023 Omnibus Equity Incentive Plan reserved 2,500,000 shares, all issued as restricted shares with vesting conditions; approved at the Sept 18, 2023 AGM .
- 2024 and 2025 equity plans include standard administration, award types, and change-of-control mechanics (assumption/replacement, acceleration/cancellation, cash-out of vested awards; underwater options canceled without payment) .
Governance and Compliance Notes
- Section 16 reporting: Company disclosed late filings for several insiders, including Siokas, related to 9/19/2024 incentive awards; remedied via Form 5 on 2/12/2025 .
- Insider Trading Policies: Adopted; no Rule 10b5-1 plans in place for officers/directors .
- Board independence/leadership: No Lead Independent Director; Siokas sits on the Nominating & Corporate Governance Committee, which may raise independence considerations despite stated committee independence .
Investment Implications
- Pay-for-performance alignment: Introduction of significant restricted stock awards in 2024 increases long-term alignment, but lack of disclosed performance metrics and continued losses suggest compensation relies on discretionary judgments rather than quantifiable KPIs .
- Vesting/overhang: As of FY 2024 year-end, no outstanding unvested equity or options reduces near-term selling pressure, though large 2024 incentive share grants and warrant holdings imply potential future dilution if exercised .
- Ownership and control: Siokas’ stake rose from ~11.7% (2024) to ~22.3% (2025), consolidating influence; combined CEO/director role plus presence on Nominating & Governance amid absence of a Lead Independent Director heightens governance scrutiny .
- Related-party exposure: Significant Doc Pharma transactions (prepaids/AP/AR; CMO agreement) and CEO loans create conflict-of-interest optics; monitoring execution terms and pricing is prudent .
- Performance risk: Persistent net losses and negative CAP/TSR history underscore execution risk; equity awards could signal confidence, but sustained financial improvement is needed to validate incentives .