ARMATA PHARMACEUTICALS, INC.
5005 McConnell Avenue
Los Angeles, CA 90066
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 12, 2024
Dear Shareholder:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the "meeting" or the "Annual Meeting") of Armata Pharmaceuticals, Inc., a Washington corporation ("Armata," the "Company," "we," "our" or "us"). The meeting will be held at 8:30 a.m. (Pacific Time) on Wednesday, June 12, 2024 at our principal executive offices at 5005 McConnell Avenue, Los Angeles, California 90066, for the following purposes:
- To elect seven nominees for director to serve one-year terms expiring at the 2025 Annual Meeting of Shareholders and upon their successors being duly elected and qualified;
- To approve, on an advisory, non-binding basis, the compensation of our named executive officers;
- To ratify the Audit Committee's selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; and
- To conduct any other business properly brought before the meeting or any adjournment or postponement thereof.
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the meeting is April 19, 2024. Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. We will first mail the Proxy Statement, accompanying proxy card and annual report to our shareholders on or about May 2, 2024.
You may vote your shares by signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided, whether or not you plan to attend the annual meeting. For your convenience, you may also vote your shares via the internet or by a toll-free telephone number by following the instructions on the enclosed proxy card. Voting by telephone, over the internet or by mailing a proxy card will not limit your right to participate in the meeting and vote your shares at the meeting. Even if you have voted by proxy, you may still vote at the in-person meeting if you participate in the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
By Order of the Board of Directors,
Robin C. Kramer
Chair of the Board of Directors
Los Angeles, California
April 29, 2024
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders to
be held on June 12, 2024:
The notice of annual meeting, Proxy Statement and annual report to shareholders are available at https://investor.armatapharma.com/annual-reports-and-proxy or www.envisionreports.com/ARMP
ARMATA PHARMACEUTICALS, INC.
5005 McConnell Avenue
Los Angeles, California 90066
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 12, 2024
This Proxy Statement contains information related to the 2024 Annual Meeting of Shareholders (the "annual meeting" or the "meeting") of Armata Pharmaceuticals, Inc. ("Armata," the "Company," "we," "our" or "us") to be held at 8:30 a.m. (Pacific Time) on Wednesday, June 12, 2024 at our principal executive offices at 5005 McConnell Avenue, Los Angeles, California 90066, and at any adjournments or postponements thereof. On or about May 2, 2024, we expect to begin mailing this Proxy Statement, accompanying proxy card and annual report to each holder of record of our common stock as of the close of business on April 19, 2024, the record date for the meeting. This Proxy Statement and accompanying proxy card summarize the information you need to know to vote by proxy or in person at the meeting. You do not need to attend the meeting in person in order to vote.
Background
On May 9, 2019, Armata, formerly known as AmpliPhi Biosciences Corporation and we refer to herein prior to the Merger as "AmpliPhi", completed a merger (the "Merger") with privately held C3J Therapeutics, Inc., a Washington corporation ("C3J"), in accordance with the terms of an Agreement and Plan of Merger and Reorganization, dated January 3, 2019, as amended on March 25, 2019, by and among AmpliPhi, a wholly owned subsidiary of AmpliPhi ("Merger Sub") and C3J (the "Merger Agreement"). At the effective time of the Merger, each outstanding share of C3J common stock was converted into the right to receive 0.04932975 shares of Armata common stock, par value $0.01 per share ("common stock") (after giving effect to the Reverse Split, as defined below) (the "Exchange Ratio"), and Merger Sub merged with and into C3J, with C3J surviving the Merger as a wholly-owned subsidiary of Armata. As a result of the Merger, C3J was considered the accounting acquirer of AmpliPhi because C3J's shareholders retained a majority control of the combined company, Armata, subsequent to the Merger; therefore, the historical financial statements of the accounting acquirer, C3J, have become Armata's historical financial statements.
Immediately prior to the consummation of the Merger, AmpliPhi effected a 1-for-14 reverse split (the "Reverse Split") of its issued and outstanding shares of common stock and changed its name to "Armata Pharmaceuticals, Inc." On May 10, 2019, Armata's common stock began trading on a split-adjusted basis on the NYSE American exchange under the ticker symbol "ARMP." All shares and per share amounts in this Proxy Statement reflect the Reverse Split unless otherwise noted.
Immediately following the closing of the Merger, certain shareholders of C3J prior to the Merger (the "Investors") purchased shares of common stock of Armata in a private placement for an aggregate purchase price of $10.0 million (the "Financing"). After the Merger and such concurrent private placement, the former C3J security holders owned approximately 76% of the aggregate number of shares of Armata's common stock and the security holders of AmpliPhi as of immediately prior to the Merger owned approximately 24% of the aggregate number of shares of Armata's common stock.
This Proxy Statement includes certain historical information relating to the Board of Directors, executive officers and governance arrangements of the Company during periods ended prior to the completion of the Merger. This Proxy Statement also includes certain disclosures concerning the Company's Board and officers currently in office. We use the term "AmpliPhi" in this Proxy Statement to refer to the Company prior to the Merger, and all references to "C3J" refer to C3J Therapeutics, Inc. and its business prior to the closing of the Merger. All references to "Armata," the "Company," "we," "us" or "our" in this Proxy Statement mean Armata Pharmaceuticals, Inc., the combined company.
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why am I receiving these materials?
The Board of Directors is soliciting your proxy to vote at the annual meeting including at any adjournments or postponements of the meeting. Beginning on or about May 2, 2024, we will send you by mail a copy of this Proxy Statement, the proxy card and the annual report. You are invited to attend the annual meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the annual meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions on the enclosed proxy card to submit your proxy to vote your shares via telephone or on the internet.
How do I attend the meeting?
The meeting will be held at 8:30 a.m. (Pacific Time) on Wednesday, June 12, 2024 at our principal
executive offices at 5005 McConnell Avenue, Los Angeles, California 90066. Information on how to vote in person at the meeting is discussed below.
Who can vote at the meeting?
Only shareholders of record at the close of business on April 19, 2024 will be entitled to vote at the meeting. On this record date, there were 36,154,617 shares of common stock outstanding and entitled to vote.
Shareholder of Record: Shares Registered in Your Name: If on the record date your shares were
registered directly in your name with Armata's transfer agent, Computershare, Inc., then you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the annual meeting, we urge you to vote your shares by completing, signing and returning the enclosed proxy card, or following the instructions on the enclosed proxy card to submit your proxy to vote your shares via telephone or on the internet.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank: If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name" and our proxy materials are being forwarded to you by that organization. The broker, bank, or other agent holding your account is considered to be the shareholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker, bank, or other agent.
What am I voting on?
There are three matters scheduled for a vote:
- Proposal 1: To elect seven nominees for director, named in this Proxy Statement, to serve one-year terms expiring at the 2025 Annual Meeting of Shareholders and upon their successors being duly elected and qualified;
- Proposal 2: Approval of, on an advisory, non-binding basis, the compensation of our named executive officers; and
- Proposal 3: Ratification of the Audit Committee's selection of Ernst & Young LLP ("Ernst & Young") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
What if another matter is properly brought before the meeting?
The Board of Directors knows of no other matters that will be presented for consideration at the meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
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How do I vote?
For the election of directors (Proposal 1), you may either vote "For" the nominees to the Board of Directors or you may "Withhold" your vote for any nominee you specify.
For the approval of, on an advisory, non-binding basis, the compensation of our named executive officers (Proposal 2), you may either vote "For" or "Against" the proposal.
For ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal 3), you may vote "For" or "Against" or abstain from voting.
Shareholder of Record: Shares Registered in Your Name
If you are a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the annual meeting, we urge you to vote your shares by completing, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. For your convenience, you may also vote your shares via the internet or by a toll-free telephone number by following the instructions on the enclosed proxy card. Authorizing your proxy over the internet, by mailing a proxy card or by telephone will not limit your right to attend the meeting and vote your shares in person.
To vote in person, come to the meeting and we will give you a ballot when you arrive.
To vote through the internet, go to www.envisionreports.com/ARMP to complete an electronic proxy card. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. (Pacific Time) on June 11, 2024 to be counted.
To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the postage-paid envelope provided. If you return your signed proxy card to us before the meeting, we will vote your shares as you direct.
To vote over the telephone, dial toll-free1-800-652-8683 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. (Pacific Time) on June 11, 2024 to be counted.
Your proxy (one of the individuals named in your proxy card) will vote your shares per your instructions. If you are a shareholder of record, your shares will not be voted if you do not vote by internet or telephone, return your proxy card by mail or vote in person at the meeting as described above; however, if you properly submit a proxy, but do not specify your voting choice on one or more of the proposals included thereon, your shares will be voted, as recommended by the Board of Directors: (1) to elect to our Board of Directors the director nominees named in this Proxy Statement and (2) to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2024.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you have shares held by a broker, bank or other agent, you may instruct your agent to vote your shares by following the instructions that such agent provides to you. Most brokers and nominees allow you to vote by mail, telephone and on the internet.
As discussed further below, under NYSE American exchange rules, the election of directors (Proposal 1) and the vote to approve the compensation of our named executive officers (Proposal 2) are considered "non-routine" matters, meaning that brokers, banks, or other agents who have not been furnished voting instructions from their clients will not be authorized to vote in their discretion on these proposals.
The ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal 3) is considered a "routine" matter, meaning that brokers, banks, or other agents who have not been furnished voting instructions from their clients will be authorized to vote on that proposal.
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To vote in person at the meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the provided instructions from your broker or bank, or contact your broker or bank to request a proxy form.
We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you owned as of the close of business on the record date.
What happens if I do not vote?
Shareholder of Record: Shares Registered in Your Name
If you are a shareholder of record and do not vote through the internet, by completing your proxy card, by telephone or in person at the meeting, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether such agent will still be able to vote your shares depends on whether the NYSE American exchange deems the particular proposal to be a "routine" matter. Brokers, banks and other agents can use their discretion to vote "uninstructed" shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. Under the rules and interpretations of the NYSE American exchange, "non-routine" matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors (even if not contested), and certain corporate governance proposals, even if management-supported. For these "non-routine" matters for which a broker, bank or other agent has not received voting instructions, a "broker non-vote" occurs. Accordingly, your broker, bank or other agent may not vote your shares on Proposal 1or Proposal 2without your instructions (resulting in "broker non-votes" for such matters), but may vote your shares on Proposal 3even in the absence of your instruction.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking your voting selections, your shares will be voted, as applicable: "For" Proposal 1, the election of nominees for director; "For" Proposal 2, the approval of, on an advisory, non-binding basis, the compensation of our named executive officers; and "For" Proposal 3, the ratification of the Audit Committee's selection of Ernst & Young as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies and have paid the entire expense of preparing, printing and mailing this Proxy Statement, the proxy card and any additional materials furnished to shareholders. In addition to solicitations by mail, our officers, directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Any officers, directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one set of proxy materials?
If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions in each proxy card in the proxy materials to ensure that all of your shares are voted.
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Can I change my vote or revoke my proxy after I have voted?
Shareholder of Record: Shares Registered in Your Name: Yes. You may revoke your proxy and change your vote at any time before the final vote at the meeting. The cutoff time for voting through the internet or by telephone will be 11:59 p.m. (Pacific Time) on June 11, 2024, the day before the meeting. You may change your vote on the internet or by telephone (only your latest internet or telephone proxy submitted prior to the meeting will be counted); by signing and returning a new proxy card with a later date; by sending a timely written notice that you are revoking your proxy to our Secretary at Armata Pharmaceuticals, Inc., 5005 McConnell Avenue, Los Angeles, California 90066; or by attending the meeting and voting in person. However, your attendance at the meeting will not automatically revoke your proxy unless you vote again at the meeting or specifically request in writing that your prior proxy be revoked.
Beneficial Owner: Shares Registered in the Name of Broker or Bank: If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
When are shareholder proposals and director nominations due for next year's annual meeting?
To be considered for inclusion in next year's proxy materials, your proposal must be submitted in writing to our Secretary at Armata Pharmaceuticals, Inc., 5005 McConnell Avenue, Los Angeles, California 90066 by December 30, 2024, or, if the date of our 2025 Annual Meeting of Shareholders has changed by more than 30 days from the one-year anniversary of the date of this year's annual meeting, by a date that constitutes a reasonable time before we print and send our proxy materials to shareholders, which date will be disclosed in a report filed by us with the SEC. Any such proposals must meet the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
If you wish to submit a proposal (including a director nomination) at the annual meeting that will not already be included in next year's annual meeting proxy materials, your proposal generally must be submitted in writing to the same address not fewer than 60 nor more than 90 days prior to the date approved by the Board of Directors to hold the 2025 Annual Meeting of Shareholders; provided, that if we provide less than 60 days' notice of such date, your proposal (including a director nomination) must be received by our Secretary not later than the tenth day following the day on which the notice of the date of the 2025 Annual Meeting of Shareholders is mailed or publicly disclosed. If the facts warrant, the Board of Directors, or the chairman of an annual meeting of shareholders, may determine and declare that a proposal does not constitute proper business to be transacted at the meeting or that business was not properly brought before the meeting in accordance with our Amended and Restated Bylaws ("Bylaws") and, if, in either case, it is so determined, any such business shall not be transacted. Please review our Bylaws, which contain additional requirements regarding advance notice of shareholder proposals and nominations. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules in connection with our 2025 annual meeting, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice to us that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 14, 2025.
As provided in the Current Report filed on Form 8-K for the annual meeting, for a shareholder's notice to be timely presented at this annual meeting, it must have been received by our Secretary by April 1, 2024.
How are votes counted?
Votes generally. Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors, votes "For," "Withhold" and broker non-votes; and, with respect to other proposals, votes "For" and "Against," abstentions and, if applicable, broker non-votes.
Abstentions and Broker Non-Votes. Abstentions will count towards the quorum. Shares constituting broker non-votes are not counted or deemed to be present or represented for the purpose of determining whether shareholders have approved a matter, but they are counted as present for the purpose of determining a quorum at the meeting.
Required Vote. The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.
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Proposal Number
- 1
- 2
- 3
| Proposal Description |
- Election of Directors
- Non-bindingadvisory vote on the compensation of our named executive officers
- Ratification of the Audit Committee's selection of Ernst & Young as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024
| Vote Required for Approval |
- Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. The seven nominees receiving the largest number of votes "For" votes cast will be elected to the Board of Directors.
- The number of shares that cast a vote "For" the proposal must exceed the number of shares that cast a vote "Against" the proposal.
- The number of shares that cast a vote "For" the proposal must exceed the number of shares that cast a vote "Against" the proposal.
Effect of
Effect of Broker
Abstentions Non-Votes
None None
| None | | None | |
| None | | None | |
What is the quorum requirement?
A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if shareholders holding at least a majority of the outstanding shares entitled to vote on a matter and be counted collectively upon such matter are present at the meeting in person or represented by proxy. On the record date, there were 36,154,617 shares outstanding and entitled to vote. Thus, the holders of 18,077,309 shares must be present in person or represented by proxy at the meeting to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote in person at the meeting. Abstentions and broker non- votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares at the meeting in person or represented by proxy may adjourn the meeting to another date.
How can I find out the results of the voting at the meeting?
Preliminary voting results will be announced at the meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8- K to publish preliminary results and, within four business days after the final results are known to us, file an amended Form 8-K to publish the final results.
What proxy materials are available on the internet?
The Proxy Statement and annual report to shareholders are available at https://investor.armatapharma.com/annual-reports-and-proxy.
Why is the executive compensation proposal (Proposal 2) included among the items to be considered at the Annual Meeting?
We have included the executive compensation proposal (Proposal 2) among the items to be considered at the meeting in order to satisfy the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act of 1934.
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PROPOSAL 1
Election of Directors
Our business and affairs are organized under the direction of our Board of Directors. The primary responsibilities of our Board of Directors are to provide oversight, strategic guidance, counseling and direction to our management. Our Board of Directors meets on a regular basis and on an ad hoc basis as required.
Our Bylaws provide that the Board of Directors will consist of not less than one nor more than nine members, as fixed from time to time by a resolution of the Board or shareholders. The Board of Directors currently has seven members, all of whom have been re-nominated by the Board of Directors to stand for election at the annual meeting.
Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the seven nominees receiving the highest number of affirmative votes at this annual meeting will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board of Directors. Each person nominated for election has agreed to serve if elected. The Company's management has no reason to believe that any nominee will be unable to serve.
Under our current Bylaws, any vacancy occurring on the Board of Directors may be filled by the shareholders, the Board of Directors or, if the directors in office constitute fewer than a quorum, by the affirmative vote of a majority of the remaining directors.
Our Board of Directors
Set forth below are the name, age, position of and biographical information about each nominee, as of the record date.
Name | | Age | | Position(s) | | |
Deborah L. Birx, M.D. | | 68 | | Chief Executive Officer, Director | | |
Jules Haimovitz(5) | | 73 | Director | | ||
Odysseas D. Kostas, M.D.(3)(5) | | 50 | Director | | ||
Robin C. Kramer(1)(4) | | 59 | Director | | ||
Joseph M. Patti, Ph.D.(2)(3)(4) | | 60 | Director | | ||
Todd C. Peterson, Ph.D.(1)(4) | | 66 | Director | | ||
Sarah J. Schlesinger, M.D.(2)(3) | | 64 | Director | |
- Member of the Audit Committee.
- Member of the Compensation Committee.
- Member of the Nominating and Corporate Governance Committee.
- Member of the Special Committee.
- Serves as a designee of Innoviva, Inc. under the Investor Rights Agreement (as defined below).
The Nominating and Corporate Governance Committee seeks to assemble a Board of Directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company's business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board of Directors' overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The brief biographies below include information
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regarding the specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.
Set forth below is the specific experience, qualifications, and background of each of the individuals listed above.
Employee Directors
Deborah L. Birx, M.D. has served as our Chief Executive Officer since July 2023. Prior to her appointment as Chief Executive Officer of the Company, Dr. Birx resigned as a member of the Board of Directors of Innoviva, Inc., the Company's largest shareholder, a position she assumed in March 2021. Dr. Birx most recently served as the response coordinator of the White House Coronavirus Task Force, where she made recommendations to the vice president using data integration to drive decision making, as well as worked closely with state officials across the country to provide state-specific advice and guidance. In 2014, Dr. Birx became an Ambassador-at-Large, when she assumed the role of the Coordinator of the United States Government Activities to Combat HIV/AIDS and U.S. Special Representative for Global Health Diplomacy (a $6 billion per year program), a position she served in until January 2021. As the U.S. Global AIDS Coordinator, Dr. Birx oversaw the President's Emergency Plan for AIDS Relief (PEPFAR), the largest commitment by any nation to combat a single disease in history, at the CDC as well as all U.S. Government engagement with the Global Fund to Fight AIDS, Tuberculosis and Malaria. From 2005 until 2014, Dr. Birx served successfully as the Director of CDC's Division of Global HIV/AIDS (DGHA) in the CDC Center for Global Health where she developed ISO and CAP certified laboratories across the globe. From 1996 until 2005, she served as the Director of the U.S. Military HIV Research Program (USMHRP) at the Walter Reed Army Institute of Research directing research and development of HIV vaccines through full Phase III trials, including GLP and GMP manufacturing. During this time, she also rose to the rank of Colonel. Then known as Colonel Birx, she was awarded three prestigious U.S. Meritorious Service Medals and the Legion of Merit Award for her groundbreaking research, leadership and management skills during her tenure at the Department of Defense (DoD). In 1985, Dr. Birx began her career with the DoD as a military trained clinician in cellular immunology, focusing on HIV/AIDS vaccine research. Dr. Birx has published over 230 manuscripts in peer-reviewed journals, authored nearly a dozen chapters in scientific publications, as well as developed and patented vaccines. Dr. Birx currently serves as a member of the Board of Directors of Nanolive SA.
Dr. Birx received her medical degree from the Hershey School of Medicine, Pennsylvania State University in 1980 and her B.S. from Houghton College in 1976. Dr. Birx is board certified in internal medicine, allergy and immunology, and diagnostic and clinical laboratory immunology. Dr. Birx is a world- renowned medical expert and leader whose long career has focused on clinical and basic immunology, infectious diseases, pandemic preparedness, vaccine research, and global health.
Non-Employee Directors
Jules Haimovitz joined the board of directors of Armata Pharmaceuticals in April 2021, and served as the Company's Chairman of the Board between June 2021 and March 2023. At Innoviva, Inc. (NASDAQ: INVA), Mr. Haimovitz has served as a member of the board of directors since February 2018.
Mr. Haimovitz is currently President of Haimovitz Consulting, Inc. He previously served as a member of the board of directors of Ariad Pharmaceuticals, where he was also a member of its audit committee; Dial Global, Inc., where he was also member of its audit committee; and Imclone Pharmaceuticals, where he served as chairperson of its audit committee. Mr. Haimovitz has also served as Chief Executive Officer or Chief Operating Officer of the following companies: Spelling Entertainment, Inc., King World Productions and VJN, Inc. Mr. Haimovitz holds a B.S. and M.A. degree in Mathematics from Brooklyn College.
Director Qualifications. Mr. Haimovitz was selected as a director because of his extensive leadership experience with biotechnology companies and his in-depth knowledge of the industry, as well as his experience serving on the boards of directors of various public and private companies.
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Odysseas D. Kostas, M.D. has served as a member of our board of directors since February 2020. He also currently serves as a director of Innoviva, Inc. and director/Chairman of Amarin Corporation. He is a Partner and Senior Managing Director at Sarissa Capital Management LP. Sarissa Capital focuses on improving the strategies of companies to enhance shareholder value. Prior to joining Sarissa Capital, Dr. Kostas served as a Director at Evercore ISI (formerly ISI), covering the biotechnology and pharmaceutical industries. Previously, he practiced internal medicine as part of the Yale New Haven Health System and was engaged as a consultant to various biotechnology companies. Dr. Kostas also previously served on the board of directors of Enzon Pharmaceuticals.
Dr. Kostas has a B.S from Massachusetts Institute of Technology (MIT) and a M.D. from University of Texas Southwestern Medical School. Dr. Kostas has demonstrated leadership in his field, and his knowledge of and experience in our industry contributed to our conclusion that he should serve as a director.
Director Qualifications. Dr. Kostas was selected as a director because of his extensive leadership experience with biotechnology companies and his in-depth knowledge of our business, strategy and management team, as well as his experience serving as a public company director.
Robin C. Kramer was elected as the Company's Chair of the Board in March 2023 and has served as a member of the board of directors since December 2020. Ms. Kramer has served as Senior Vice President, Chief Accounting Officer and Head of Global Business Services and Treasury of Biogen, a biopharma company, since January 2021. Ms. Kramer served as Biogen's Vice President, Chief Accounting Officer from November 2018 to December 2020. Prior to joining Biogen, Ms. Kramer served as the Senior Vice President and Chief Accounting Officer of Hertz Global Holdings, Inc., a car rental company, from
May 2014 to November 2018. Prior to that, Ms. Kramer was an audit partner at Deloitte & Touche LLP (Deloitte), a professional services firm, from 2007 to 2014, including serving in Deloitte's National Office Accounting Standards and Communications Group from 2007 to 2010. From 2005 to 2007 Ms. Kramer served as Chief Accounting Officer of Fisher Scientific International, Inc., a laboratory supply and biotechnology company, and from 2004 to 2005 Ms. Kramer served as Director, External Reporting, Accounting and Control for the Gillette Company, a personal care company. Ms. Kramer also held partner positions in the public accounting firms of Ernst & Young LLP and Arthur Andersen LLP. Ms. Kramer is a licensed certified public accountant (CPA) in Massachusetts. She is a member of the Massachusetts Society of CPAs and the American Institute of CPAs. She has served as a Board member of the Center for Women and Enterprise from August 2020 - Present. She previously served as a Board Member of Samsung Bioepis Co., LTD. from July 2020 to April 2022, the Massachusetts State Board of Accountancy from September 2011 to December 2015 and Probus Insurance Company Europe DAC, from 2016 to 2018.
Director Qualifications. Ms. Kramer was selected as a director because of her years of experience in biotechnology and life sciences research and development and her in-depth knowledge of the industry. She has financial expertise, including a thorough understanding of financial statements, corporate finance and accounting and extensive experience with public companies, all of which makes her a valued member of the board of directors.
Joseph M. Patti, Ph.D. has served as a member of the board of directors since the consummation of the Merger in May 2019. Since February 2018, he has been the President of JB Biotech Advisors, Inc., which provides strategic growth and drug development advice to emerging biotechnology companies. From June 2022 until June 2023, Dr. Patti was President and Chief Executive Officer, and director of Evecxia Therapeutics, Inc. Dr. Patti was Executive Chairman of AgilVax, Inc. from November 2018 until August 2019, when he was appointed President and Chief Executive Officer and director, until July 2021. From November 2012, Dr. Patti served as Aviragen Therapeutics, Inc.'s Executive Vice President of Corporate Development and Strategy until October 2014, when he was appointed the company's President and Chief Executive Officer, and director. He served in those roles until February 2018, when Aviragen merged with Vaxart, Inc. Before joining Aviragen, Dr. Patti co-founded Inhibitex, Inc. in 1994 and served as its Chief Scientific Officer and Senior Vice President of Research and Development from 2007 until Bristol Myers Squibb acquired it in February 2012. He also served as its Chief Scientific Officer and Vice President of Research and Development from 2005 to 2007 and as Vice President of Preclinical Development.
Dr. Patti was a director of Inhibitex from 1998 to 2005. Before co-founding Inhibitex, Dr. Patti was an Assistant Professor at Texas A&M's Institute of Biosciences and Technology and served on the faculty at the University of Texas Health Science Center Graduate School of Biomedical Sciences. Dr. Patti received a B.S. in
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Armata Pharmaceuticals Inc. published this content on 25 July 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 July 2024 17:05:09 UTC.