Athena Countouriotis

About Athena Countouriotis

Athena Countouriotis, M.D., age 53, has served as an independent director of Iovance since 2019. She is co‑founder and Chief Executive Officer of Avenzo Therapeutics (private), and previously was President & CEO of Turning Point Therapeutics until its acquisition by Bristol‑Myers Squibb in August 2022. She holds an undergraduate degree from UCLA, an M.D. from Tufts University School of Medicine, and completed pediatric hematology‑oncology training at UCLA and Fred Hutchinson; earlier roles include drug development leadership at Pfizer and Bristol‑Myers Squibb for Sutent, Mylotarg, Bosulif, and Sprycel. The Board discloses that six of seven directors are independent, with only the interim CEO non‑independent, which includes Dr. Countouriotis .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member. Not a committee chair. Audit Committee members are Maynard (Chair), Weiser, Yarno .
• Attendance and engagement: The Board held six meetings in FY2024; executive sessions were held for each regular Board and standing committee meeting. Dr. Countouriotis attended all committee meetings but missed one or more Board meetings; “other than Dr. Countouriotis, no director attended fewer than 75%” of aggregate Board and committee meetings, indicating she fell below the 75% threshold in aggregate attendance. Audit Committee held 4 meetings; Compensation Committee 2; Nominating & Corporate Governance Committee 1, with additional actions by written consent .
• Independence: The Board determined six of seven current directors are independent under Nasdaq and SEC rules; only the interim CEO is not independent .

Fixed Compensation

Policy context:

• Non‑employee director cash retainers and annual equity do not exceed the 75th percentile of peer group comparator data; peer group assessed annually by the Compensation Committee with an independent consultant .
• No more than 60% of a director’s annual and initial equity award value may be granted as stock options; in 2024, 100% of director equity was DRSUs .

Performance Compensation

Performance metrics tied to director compensation: None disclosed; director equity comprises time‑based DRSUs with automatic deferral; no TSR/financial metric linkage for directors .

Other Directorships & Interlocks

Policies: Audit Committee reviews and approves any related‑person transactions; none >$120,000 in 2024 involving directors, NEOs, 5% holders or immediate family were reported .

Expertise & Qualifications

• Oncology physician with executive leadership across multiple public biotechs (CMO roles) and CEO experience at Turning Point Therapeutics; extensive oncology drug development pedigree at Pfizer and Bristol‑Myers Squibb (Sutent, Mylotarg, Bosulif, Sprycel) .
• Current operating CEO (Avenzo Therapeutics) and public company board experience (BioMarin, Passage Bio), supporting scientific and clinical oversight on Iovance’s Compensation and Nominating & Governance committees .

Equity Ownership

Compliance with director stock ownership guidelines: Not disclosed; Iovance uses deferred RSUs and automatic deferral post‑service to promote long‑term alignment .

Governance Assessment

• Strengths:

  • Independent director with deep oncology and drug development credentials; service on Compensation and Nominating & Governance committees aligns with expertise .
  • Robust governance policies: majority‑independent board, annual elections by majority vote, non‑executive chair, regular executive sessions; hedging/pledging prohibited; independent compensation consultant policy .
  • No related‑party transactions reported for 2024 involving directors or 5% holders, reducing conflict‑of‑interest risk .
  • Compensation Committee Interlocks: none disclosed for 2024 (positive) .

• Concerns and signals:

  • RED FLAG: Attendance. Disclosure indicates Dr. Countouriotis attended all committee meetings but missed one or more Board meetings, and “other than Dr. Countouriotis, no director attended fewer than 75%” of aggregate Board and committee meetings, implying her aggregate attendance fell below the 75% threshold in FY2024 .
  • Time commitments. Concurrent CEO role at Avenzo and multiple external directorships may pose capacity constraints; although the proxy states she can devote necessary time, the attendance shortfall is a negative signal for board effectiveness .
  • Compensation optics. 2024 director equity value materially above standard annual policy ($425,000) due to special DRSUs recognizing FDA approval. While permitted and tied to an extraordinary achievement, investors may scrutinize the scale and precedent of such awards to directors .

• Alignment:

  • Deferred RSUs structure and insider trading restrictions support long‑term alignment; no pledging allowed, and share delivery delayed until 90 days post‑service .

• Shareholder sentiment:

  • Annual say‑on‑pay votes have been approved since 2017 (executive pay), suggesting general support for compensation programs; not specific to director pay but relevant to overall governance climate .