John Hoidas
About John J. Hoidas
Independent director at Cosmos Health Inc. since November 18, 2016; age 59 (as of the 2025 proxy). Senior Vice President at Uhlmann Price Securities (Chicago) with a capital markets background, including raising funds for Organovo (ONVO), InVivo Therapeutics (NVIV), and Matinas BioPharma (MTNB). Considered independent under Nasdaq rules; member of the Audit and Compensation Committees. Board meeting attendance was 100% in 2024, with 100% Audit Committee attendance; in 2023, directors attended at least 75% of Board meetings and 100% of Audit Committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uhlmann Price Securities | Senior Vice President | Not disclosed | Capital raising for late-stage pre-IPO companies |
| Kingsbury Capital Investment Advisors | Broker-dealer (prior role) | Not disclosed | Not disclosed |
| Kingsbury Capital LLC | Broker-dealer (prior role) | Not disclosed | Not disclosed |
| Spencer Trask Ventures | Broker-dealer (prior role) | Not disclosed | Not disclosed |
External Roles
- No other public company directorships disclosed in the past five years .
Board Governance
- Independence: The Board identifies Hoidas as independent under Nasdaq Marketplace Rules; he serves on both Audit and Compensation Committees .
- Lead independent director: Company does not have one .
- Committee memberships:
- Audit Committee member (with Aslidis and Demetriades) .
- Compensation Committee member (with Aslidis) .
Board and committee activity/attendance:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 15 | 2 |
| Board attendance | ≥75% by all directors | 100% by all directors |
| Audit Committee meetings held | 3 | 1 |
| Audit Committee attendance | 100% by members | 100% by members |
Fixed Compensation
Director cash compensation (Hoidas):
| Component ($) | FY 2023 | FY 2024 |
|---|---|---|
| Board participation fee | $10,000 | $10,000 |
| Committee participation fee | $5,000 | $5,000 |
| Other services to Company | — | $38,000 |
| Total earned/paid in cash fees | $15,000 | $53,000 |
Notes:
- 2024 “other services” cash payments ($38,000) are separate from standard director/committee fees—potential conflict sensitivity for a Compensation Committee member .
Performance Compensation
Equity awards (incentive stock grants):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Grant date | Apr 3, 2023 | Sep 16, 2024 |
| Shares awarded | 5,000 | 15,000 |
| Fair value ($) | $17,650 | $15,150 |
| Vesting schedule | 50% on Oct 2, 2023; 50% on Oct 2, 2024 | Not specified; awarded under 2024 Plan |
| Plan source | 2023 Omnibus Plan | 2024 Omnibus Plan |
Additional insider disclosure:
- Section 16(a) compliance note states Hoidas received 20,000 incentive shares on Sep 19, 2024 and disposed 5,000 incentive shares in Nov 2024 (reported on Form 5 on Feb 12, 2025), indicating share activity beyond the 15,000 grant shown in the compensation table .
Equity plan context:
- 2023 Plan reserve 2,500,000 shares; fully issued as restricted shares with vesting conditions .
- 2024 Plan reserve 3,500,000 shares; adopted Sep 16, 2024 .
Other Directorships & Interlocks
| Category | Disclosed |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards (5 years) | None disclosed |
| Private/non-profit boards | Not disclosed |
| Interlocks with COSM competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Capital markets and financing experience (wealth management professionalism; pharma financing experience) .
- Audit Committee Financial Expert: Not Hoidas; designation applies to Dr. Aslidis .
Equity Ownership
Beneficial ownership (common stock):
| Metric | As of Sep 20, 2024 | As of Aug 1, 2025 |
|---|---|---|
| Shares beneficially owned | 20,000 | 15,000 |
| Percent of outstanding | <1% (out of 21,014,049) | 0.05% (out of 30,127,379) |
| Unvested RSUs/awards outstanding | None reported | None reported |
| Options (exercisable/unexercisable) | None reported | None reported |
| Pledged shares | No anti-pledging policy; no pledging disclosure specific to Hoidas |
Insider transaction snapshots:
| Date | Transaction | Shares | Disclosure |
|---|---|---|---|
| Sep 19, 2024 | Incentive share receipt | 20,000 | Reported late via Form 5 on Feb 12, 2025 |
| Nov 2024 | Disposal of incentive shares | 5,000 | Reported late via Form 5 on Feb 12, 2025 |
Governance Assessment
- Committee roles and independence: Hoidas is independent and sits on Audit and Compensation Committees—key oversight positions, with full attendance reported in 2024 .
- RED FLAGS:
- No anti-hedging or anti-pledging policies at the company level—misalignment risk for directors/executives .
- Cash payments for “other services” ($38,000 in 2024) to Hoidas, who serves on the Compensation Committee—potential conflict optics; scrutiny warranted on nature/approval of services .
- Late Section 16(a) reporting for incentive share receipt and disposal—controls/compliance weakness signal .
- Low equity ownership (0.05% in 2025) and no disclosed director stock ownership guidelines—limited alignment signal .
- Attendance & engagement: Strong 2024 attendance (100% Board and Audit Committee) supports engagement; 2023 attendance threshold met (≥75%) .
- Committee composition changes: Nominating Committee composition changed year-over-year, with 2025 listing Siokas and Demetriades (vs. 2024 including Ziegler)—monitor governance continuity .
Shareholder vote signals (context for governance environment):
- 2024 Annual Meeting approvals: Warrant inducement (70.41% for), auditor ratification (99.68% for), 2024 equity plan (78.25% for), reverse split authorization (92.42% for) .
Director biography excerpts (credential emphasis):
- “Senior vice president of Uhlmann Price Securities… raised significant capital for ONVO, NVIV, MTNB; prior roles at Kingsbury Capital Investment Advisors, Kingsbury Capital LLC, Spencer Trask Ventures” .
Overall: Hoidas brings capital markets expertise but governance optics warrant attention—late insider filings, “other services” compensation while on Compensation Committee, lack of anti-hedging/pledging policies, and modest ownership levels. Strong recent attendance and independence status are positives .