Athena Countouriotis
About Athena Countouriotis
Athena Countouriotis, M.D. (age 53) is an independent Class III director of Passage Bio (PASG) since February 2020; she chairs the Compensation Committee and brings extensive oncology development and biotech leadership experience . She is CEO and Chair of Avenzo Therapeutics (private), and previously served as CEO of Turning Point Therapeutics; she holds a B.S. from UCLA and an M.D. from Tufts, with pediatrics training at UCLA and pediatric heme/onc training at Fred Hutchinson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turning Point Therapeutics Inc. | Chief Executive Officer; Director | Sep 2018 – Aug 2022 | Led oncology pipeline; CEO after serving as CMO |
| Adverum Biotechnologies, Inc. | SVP & Chief Medical Officer | Jun 2017 – May 2018 | Oversaw clinical development |
| Halozyme Therapeutics, Inc. | SVP & Chief Medical Officer | Jan 2015 – May 2017 | Oncology development leadership |
| Ambit Biosciences Corporation | Chief Medical Officer | Feb 2012 – Nov 2014 | CMO through acquisition by Daiichi Sankyo |
| Pfizer Inc.; Bristol-Myers Squibb Company | Clinical development leadership | Not disclosed | Led oncology development orgs |
External Roles
| Organization | Role | Public/Private | Committee/Notes |
|---|---|---|---|
| BioMarin Pharmaceutical Inc. | Director | Public | Board service (committee roles not disclosed) |
| Iovance Biotherapeutics, Inc. | Director | Public | Board service (committee roles not disclosed) |
| Recludix Therapeutics, Inc. | Director | Private | Oncology therapeutics |
| Leal Therapeutics, Inc. | Director | Private | CNS diseases |
| Capstan Therapeutics, Inc. | Director | Private | Cell therapy |
| Cardiff Oncology | Prior Director | Public | Former board service |
Board Governance
- Independence: Determined independent by PASG’s board under Nasdaq and SEC rules; one of seven independent directors out of eight .
- Committee assignments: Chair, Compensation Committee; members include Dr. Gowen and Dr. Porter; uses independent consultant Pearl Meyer; no conflicts found .
- Other committees: Audit Committee and Nominating & Governance Committees exist and are fully independent; Athena is not listed on Audit or N&G rosters .
- Attendance and engagement: In 2024 the board met 5 times; Compensation Committee met 5 times; each director other than Saqib Islam attended at least 75% of board and committee meetings—indicating Countouriotis met minimum attendance .
- Leadership structure: CEO (William Chou) and Board Chair (Maxine Gowen) roles are separated, with strong independent oversight; lead independent director framework available when applicable .
- Policies: Anti-hedging policy for directors; Corporate Governance Guidelines and Codes of Conduct published .
- Related party transactions: None exceeding disclosure thresholds for 2022–present; related-party policy requires Audit Committee approval for such transactions .
Fixed Compensation
| Component | 2024 Director Policy | 2025 Director Policy | Notes |
|---|---|---|---|
| Annual cash retainer (director) | $40,000 | $40,000 | Paid quarterly, pro-rated |
| Chair fees – Compensation Committee | $10,000 | $12,000 | Chair fee incremental to retainer |
| Committee member fees – Compensation | $5,000 | $5,500 | Member fee incremental |
| Board Chair fee | $30,000 | $30,000 | For Board Chair (Gowen) |
| Audit Committee Chair/member | $15,000 / $7,500 | $15,000 / $7,500 | 2025 unchanged |
| N&G Committee Chair/member | $8,000 / $4,000 | $8,000 / $4,000 | 2025 unchanged |
| Director | Fees Earned in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Athena Countouriotis, M.D. (2024) | 55,197 | 45,000 | 100,197 |
Peer-group capped program (through 2027) constrains average director pay to ≤62.5th percentile of selected biotech peers; additional cap applies if PASG market cap < $100M (≤$125k avg excluding new director initial award) .
Performance Compensation
| Equity | Grant Value | Vesting | Change-in-Control |
|---|---|---|---|
| New director initial option (2024 policy) | $90,000 | Monthly over 3 years | Full vest on change-in-control or certain events |
| Annual director option (2024) | $45,000 | 1-year cliff | Full vest on change-in-control or certain events |
| New director initial option (2025 policy) | $110,000 | Monthly over 3 years | Full vest on change-in-control or certain events |
| Annual director option (2025) | $55,000 | 1-year cliff | Full vest on change-in-control or certain events |
- No performance metrics disclosed for director equity awards; awards are time-based options with governance guardrails on value and peer benchmarking .
- Company clawback policy applies to incentive-based compensation of executive officers and Section 16 officers, not non-employee directors .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Compensation Committee interlocks | None disclosed with executives of entities interlocking at PASG in 2024 |
| Shared directorships/conflicts | External board roles listed above; PASG reports no related-party transactions involving directors for 2022–present |
Expertise & Qualifications
- Oncology drug development and biotech executive leadership; guided multiple programs to approval .
- Medical credentials: B.S. UCLA; M.D. Tufts; pediatrics training at UCLA; pediatric heme/onc training at Fred Hutch .
- Governance: Chairs Compensation Committee; uses independent consultant; demonstrated oversight of executive and director compensation frameworks .
Equity Ownership
| Holder | Shares Owned (Common) | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Athena Countouriotis, M.D. | 18,900 | 98,754 | 117,654 | <1% |
| Holder | Total Options Held (12/31/2024) |
|---|---|
| Athena Countouriotis, M.D. | 146,447 |
- No pledging or hedging permitted under company policy; directors are covered by anti-hedging rules .
Insider Trades
| Date | Filing | Transaction Summary |
|---|---|---|
| May 28, 2025 | Form 4 | Director equity grant filing associated with annual meeting date; Countouriotis filed Form 4 reflecting director award mechanics |
| May 23, 2024 | Form 4 | Reported changes in beneficial ownership; Form 4 XML lists Countouriotis as reporting person and PASG as issuer |
Note: Director grants occur on annual meeting dates per policy, vesting as disclosed; no recent discretionary buy/sell activity by Countouriotis was identified beyond routine director award reporting in the cited filings .
Governance Assessment
- Strengths: Independent director; Chairs Compensation Committee with third-party consultant (Pearl Meyer) and peer-capped framework; clear anti-hedging policy; separation of Chair/CEO; minimum attendance met; no related-party transactions .
- Alignment: Holds options and shares; 2024 director total compensation of ~$100k aligns with small-cap biotech peer constraints; equity awards time-based with CIC vesting and value limits .
- Potential conflicts: Extensive external board roles in biotech (BioMarin, Iovance, and private oncology/cell therapy boards) create sector overlap, but PASG discloses no related-party transactions; Audit Committee reviews and approves any related-person transactions per policy .
- Red flags: None material disclosed regarding attendance, say-on-pay issues (company is an EGC/smaller reporting company and not required to hold SOP), legal proceedings, hedging/pledging, or option repricing; continued Nasdaq listing risk disclosed elsewhere in proxy relates to company stock, not director governance conduct .