Not independent
Tenure on this board
2.9 yrs
7 nominees · 4 ballot items.
Four proposals: (1) election of seven directors; (2) advisory (non-binding) approval of the compensation of the named executive officers (say-on-pay); (3) advisory (non-binding) vote on the frequency (one, two or three years) of future say-on-pay votes; and (4) ratification of the Audit Committee’s selection of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026.
To elect seven nominees named in the Proxy Statement to serve one-year terms expiring at the 2027 Annual Meeting and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (executive compensation tables and narrative).
This is a non-binding, advisory "say-on-pay" proposal asking shareholders to approve the compensation paid to Armata’s named executive officers as disclosed in the Proxy Statement. Management seeks this vote to satisfy Section 14A of the Exchange Act and to obtain shareholder input on executive pay practices; the Board and the Compensation Committee state that their programs align executive incentives with long-term shareholder value, emphasizing long-term equity incentives balanced with fixed pay. The Company highlights compensation elements and the Compensation Committee’s view that its policies are appropriate for the company’s size and stage; notable context includes substantial equity-based awards and the Pay Versus Performance disclosure showing material year-to-year changes in "compensation actually paid" driven by fluctuations in the fair value of unvested equity awards. Because the vote is advisory, a "For" result does not change executive contracts or plan terms but signals shareholder support that the board will consider when making future pay decisions. Key governance implications include potential for shareholder dissent to trigger review of pay design, particularly given volatility in equity award valuations, going-concern disclosures in the auditor’s report, and concentrated ownership by a large shareholder (Innoviva) that may influence outcomes. The Board recommends a "For" vote and indicates it will consider the advisory outcome in setting future compensation, but retains discretion over pay decisions. Investors evaluating the proposal should weigh alignment created by equity incentives and retention provisions (including change-in-control vesting) against dilution, pay-for-performance linkage as shown in the Pay Versus Performance tables, and the non-binding nature of the vote when forecasting governance responses to any adverse vote.
Non-binding, advisory vote for shareholders to indicate whether future say-on-pay votes should be held every one, two or three years (or abstain); the Board recommends every one year.
This proposal asks shareholders to indicate, on a non-binding basis, whether future advisory votes to approve named executive officer compensation should occur every one, two or three years. Management places this question before shareholders pursuant to Section 14A of the Exchange Act and has recommended the "One Year" option, citing timeliness of shareholder input; historically, shareholders overwhelmingly favored annual votes in 2020 (91.2% in favor). The choice matters for governance: an annual vote provides shareholders more frequent opportunities to signal approval or dissent on pay practices, while less frequent votes could reduce administrative costs and avoid short-termism but reduce shareholder oversight cadence. Given the Company’s stage, equity-heavy pay packages, and recent volatility in reported "compensation actually paid" (driven by changes in fair value of equity awards), the Board’s recommendation of annual votes suggests a preference for frequent shareholder feedback on compensation alignment. The vote is non-binding, so even a shareholder-approved frequency would only be advisory; the Board and Compensation Committee retain discretion to set the cadence they believe is best. Investors should consider prior voting history, potential broker non-votes (this is non-routine for brokers), and how an annually recurring advisory process could influence future compensation design and responsiveness to shareholder concerns. A majority vote for a frequency option will be treated as shareholders’ preferred recommendation and is likely to shape Board and Compensation Committee practices even if not legally binding.
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, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Madison Asset Management, LLC | 5.74% | 2,107,675 | $22M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.00% | 366,028 | $4M |
| 3 | MILLENNIUM MANAGEMENT LLC | 0.70% | 257,992 | $3M |
| 4 | 683 Capital Management, LLC | 0.37% | 137,000 | $1M |
| 5 | EDGEWOOD MANAGEMENT LLC | 0.27% | 100,000 | $1M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.25% | 90,707 | $930K |
| 7 | Dauntless Investment Group, LLC | 0.25% | 90,580 | $928K |
| 8 | SEI INVESTMENTS CO | 0.20% | 74,192 | $760K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.18% | 67,864 | $695K |
| 10 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.18% | 64,759 | $663K |
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