DEF 14A of Altimmune, Inc.
Filed Mar 17, 2026 · FY20250001104659-26-028953
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS The first proposal to be voted on at the Annual Meeting is the election of directors. Our Board currently consists of nine directors: Jerome Durso (Chairman), John M. Gill, Philip L. Hodges, Diane Jorkasky, M.D., Teri Lawver, Wayne Pisano, Mitchel Sayare, Ph.D., Klaus O. Schafer, M.D., MPH and Catherine Sohn, Pharm D. Mr. Durso is also our President and Chief Executive Officer and our other eight current directors are not our employees. All of our current directors have been nominated for reelection at the Annual Meeting. The director nominees will be elected for a term that begins at the Annual Meeting and ends at the 2027 Annual Meeting of Stockholders. Each director nominee will hold office until such director’s successor has been elected and qualified, or until such director’s earlier resignation or removal.
Qualifications for director nominees
Qualifications for director nominees Candidates for Board consideration should have experience in positions with a high degree of responsibility in public companies in the biotechnology industry or related industries, be leaders in the companies or institutions with which they are affiliated, and will be selected based upon contributions they can make to the current and future strategy of the Company. A director must have an exemplary reputation and record for honesty in his or her personal dealings and business or professional activity. All directors must demonstrate strong leadership skills and should possess a basic understanding of financial matters; have an ability to review and understand the Company’s financial and other reports; and be able to discuss such matters intelligently and effectively. He or she also needs to exhibit qualities of independence in thought and action. A candidate should be committed first and foremost to the interests of the stockholders of the Company. Persons who represent a particular special interest, ideology, narrow perspective or point of view would not, therefore, generally be considered good candidates for election to our Board. The key experience, qualifications and skills each of our directors brings to the Board that are important in light of our business are included in their individual biographies below. Our Corporate Governance Guidelines require the Board’s Nominating and Corporate Governance Committee to review the qualifications of the directors and the composition of the Board as a whole, and the Nominating and Corporate Governance Committee seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. This assessment includes not only the independence of the directors, but consideration of required minimum qualifications, skills, expertise and experience in the context of the needs of the Board and its ability to oversee the Company’s business.
Director information
Director information At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the persons named below to serve as directors of the Company for a term beginning at the Annual Meeting and ending at the 2027 Annual Meeting of Stockholders. The date of commencement of service as a director refers to the Board of Directors of PharmAthene, Inc. prior to the closing of the merger with privately-held Altimmune, Inc. (“Private Altimmune”) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated January 18, 2017, whereby one of our wholly owned subsidiaries merged with and into Private Altimmune, with Private Altimmune surviving as our wholly owned subsidiary (the “Merger”), and the Board of the Company from and after the closing of the Merger.
Director information
| Jerome Durso | Jerome Durso (58) has served as a member of our Board of Directors since February 2025. Mr. Durso became Chairman of the Board on August 12, 2025. Effective January 1, 2026, Mr. Durso was appointed as President and Chief Executive Officer. Mr. Durso has over 30 years of experience in building and leading commercial and business operations in life sciences organizations both in the United States and abroad. He is a public company executive with long-term track record of success working at the intersection of strategy and operations driving results across diverse business models and therapeutic areas spanning rare disease, mass markets, specialty and hospital. Mr. Durso most recently served as the Chief Executive Officer and a member of the Board of Directors of Intercept Pharmaceuticals, a company focused on rare and serious liver diseases. He built a rare disease franchise, transformed the corporate strategy and ultimately led the company through its successful acquisition by Alfasigma. Prior to becoming CEO, Mr. Durso had served as Intercept’s Chief Operating Officer from 2017 until his promotion in 2021. Prior to joining Intercept, Mr. Durso spent the majority of his career at Sanofi (Nasdaq: SNY) a global pharmaceutical company, where he most recently served as Senior Vice President, Chief Commercial Officer of the Global Diabetes Division before departing in 2015. Prior to that, Mr. Durso was Senior Vice President, Chief Commercial Officer of Sanofi’s US pharmaceuticals business and also served in a number of commercial leadership roles of increasing responsibility in business unit and brand management, marketing and sales since he first joined Sanofi in 1993. Mr. Durso earned his BBA, Marketing from the University of Notre Dame. We believe that Mr. Durso’s previous experience as a CEO in a public biotech company in liver disease as well as decades managing commercial pharmaceutical products in senior leadership roles at global pharmaceutical companies makes him exceptionally well qualified to serve as a member of our Board of Directors and to help guide our strategic growth as a late clinical stage biopharmaceutical company. | | John M. Gill | John M. Gill (74) has served as a member of our Board of Directors since August 2004. Mr. Gill served as PharmAthene’s President and Chief Executive Officer from March 2015 until the completion of the Merger in May 2017. From 2003 to 2013, Mr. Gill served as the President, Chief Executive Officer, co-founder and a Director of TetraLogic Pharmaceuticals Corporation, a biopharmaceutical company. Mr. Gill has previously held positions at 3 Dimensional Pharmaceuticals and SmithKline Beecham. After serving in the United States Marine Corps, Mr. Gill earned a B.A. in Accounting and Economics from Rutgers University. We believe Mr. Gill’s executive leadership, including his experience founding and leading |
Director information
| | publicly traded biopharmaceutical companies, combined with his financial acumen, operational oversight and board experience makes him well qualified to serve as a member of our Board of Directors to help guide our strategic-decision-making, corporate governance and long-term value creation. | | Philip L. Hodges | Philip L. Hodges (57) has served as a member of our Board of Directors since May 2017, when he was appointed to the Board in connection with the completion of the Merger, and was first elected to Private Altimmune’s board of directors in September 2003. Mr. Hodges is Managing Partner of Redmont & Company, a private investment bank based in Birmingham, Alabama, which he joined at its inception in 1997. Redmont & Company is a co-founder of Private Altimmune. Mr. Hodges’ focus is on investment and advisory services for emerging growth businesses within the health care, life science and technology sectors. He currently serves as a director for several of the firm’s portfolio companies. Mr. Hodges holds a Bachelor of Science in Business Administration from the Brock School of Business at Samford University. We believe Mr. Hodges’ experience as a life science investor combined with his strategic advisory work with emerging healthcare and technology companies, makes him well qualified to serve as a member of our Board of Directors to provide valuable insight into corporate strategy, capital formation and long-term growth planning. | | Diane Jorkasky, M.D. | Diane Jorkasky, M.D. (74) has served as a member of our Board of Directors since May 2020. Dr. Jorkasky also currently serves as a member of the board of directors of Alzheon, Inc., a private biopharmaceutical company, since 2016. She also served on the board of directors of Q Therapeutics, Inc. from September 2013 until August 2016. From June 2014 to August 2019, she served as Executive Vice President, Chief Medical Officer and Head of Development at Complexa Inc., a clinical stage biopharmaceutical company. Prior to her Chief Medical Officer roles in biotech, Dr. Jorkasky had extensive vice president responsibilities in translational sciences and clinical development at SmithKline Beecham and Pfizer. She is on the Executive Committee and is a faculty member in the American Course in Drug Development and Regulatory Affairs and is a guest lecturer at the University of Basel European Course on Drug Development. Dr. Jorkasky received her M.D. in 1977 from the University of Pennsylvania School of Medicine and is board certified in internal medicine, nephrology and clinical pharmacology. She is a member of the Connecticut Academy of Science and Technology. Dr. Jorkasky is on the faculties of University of California, San Francisco, and Uniformed Service of Health Sciences Medical Schools, with previous faculty appointments at Yale University and the University of Pennsylvania Schools of Medicine. We believe Dr. Jorkasky’s career as a physician combined with her extensive executive leadership in clinical development, regulatory strategy and translational medicine at both emerging and large pharmaceutical companies, as well as her academic appointments at leading medical institutions and board experience, makes her well qualified to serve as a member of our Board of Directors to provide strategic guidance across clinical innovation, scientific rigor and governance. | | Teri Lawver | Teri Lawver (59) has served as a member of our Board of Directors since February 2025. Ms. Lawver currently serves as the Chief Commercial Officer at Celldex. Previously, she served as Principal and Owner of Thera Lifescience Advisors LLC where she advises life science companies. Ms. Lawver previously served as Executive Vice President and Chief Commercial Officer at Dexcom (Nasdaq: DXCM) from January 2023 until November 2024, where she led global commercial strategy and operations. Ms. Lawver also served as a Strategic Advisor to the CEO of Dexcom from November 2024 through March 2025. Prior to Dexcom, Ms. Lawver held a variety of leadership roles at Johnson & Johnson Corporation from 2002 to 2022, including Worldwide Vice President, Immunology from 2017 to 2022, and Global Vice President, Cardiovascular & Metabolism from 2013 to 2017. Prior to joining Johnson & Johnson, Ms. Lawver was a Consultant and Associate Principal at McKinsey & Company from 1994 to 2002, where Ms. Lawver served as a leader in the firm’s global healthcare practice. Ms. Lawver holds an M.B.A. from Duke University’s Fuqua School of Business, and |
Director information
| | a Bachelor of Science degree from Georgetown University. We believe Ms. Lawver’s experience and expertise in corporate strategy, executive leadership, commercial operations, P&L management, as well as her experience in Immunology and Cardiovascular and Metabolic therapeutic areas, make her well qualified to serve as a member of our Board of Directors and shape our strategic and commercial direction. | | Wayne Pisano | Wayne Pisano (71) has served as a member of our Board of Directors since August 2018. Mr. Pisano also has served on the board of directors of Oncolytics Biotech Inc. (Nasdaq: ONCY), a biotechnology company, since May 2013. Mr. Pisano served on the board of directors of Provention Bio, Inc. (Nasdaq: PRVB), a biopharmaceutical company, from April 2018 until April 2023 when it was acquired by Sanofi, and IMV INC. (Nasdaq: IMV) a biopharmaceutical company from October 2011 until March 2021. Mr. Pisano served as president and Chief Executive Officer of VaxInnate Corporation, a biotechnology company, from January 2012 until November 2016. Mr. Pisano joined Sanofi Pasteur in 1997 and was promoted to President and Chief Executive Officer in 2007, the position he successfully held until his retirement in 2011. He has a Bachelor of Science in biology from St. John Fisher College, New York and an MBA from the University of Dayton, Ohio. We believe Mr. Pisano’s depth of experience across the spectrum of global vaccine development, public immunization policy and commercial operations - both at large pharmaceutical companies and emerging biotech companies, combined with his experience in strategic pipeline advancement and board governance makes him well qualified to serve as a member of our Board of Directors to help guide our growth through innovation and market access. | | Mitchel Sayare, Ph.D. | Mitchel Sayare, Ph.D. (78) has been a member of the Board of Directors since April 2010. Dr. Sayare became Chairman of the Board in January 2018 and served as Chairman of the Board until August 12, 2025. Dr. Sayare also served as Executive Chairman from June 2018 to November 2018. Until 2010, Dr. Sayare served as the Chairman of the Board of public company ImmunoGen, Inc. (Nasdaq: IMGN) (a position he had held since 1989). In addition, he served as ImmunoGen’s Chief Executive Officer from 1986 to December 31, 2009, and as its President from 1986 to 1992, and from 1994 to July 2008. Prior to joining ImmunoGen, he served as Vice President of Development of Xenogen from 1982 to 1985. Prior to that he was Assistant Professor of Biophysics and Biochemistry at the University of Connecticut. Dr. Sayare earned a Ph.D. in biochemistry from Temple University School of Medicine. Dr. Sayare is chairman of the boards of directors of AutoIVF, Inc. and of MassPay Holdings, Inc., and is a director of Energesis, Inc. and Advanced Aesthetic Technologies, Inc., all privately-held companies. We believe that Dr. Sayare’s scientific expertise, leadership in the biotechnology industry and substantial governance experience as a board member and executive officer of biotechnology companies makes him well qualified to serve as a member of our Board of Directors to help guide strategic decisions across clinical development, partnerships and corporate growth. |
Director information
| Klaus O. Schafer, M.D., MPH | Klaus O. Schafer, M.D., MPH, (76) has served as a member of our Board of Directors since May 2017, upon completion of the Merger. Dr. Schafer was first elected to Private Altimmune’s Board of Directors in 2012. Dr. Schafer has over 35 years of healthcare leadership experience, having held senior positions in government and industry. As former, Acting Deputy Assistant to the Secretary of Defense for chemical and biological defense, Dr. Schafer oversaw the Department’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development and was instrumental in advancing research into human immune response. As former U.S. Air Force Assistant Surgeon General, Dr. Schafer managed all aspects of large integrated health care delivery systems, from clinical care, administration of clinics and hospitals, and oversaw large S&T portfolios, including clinical trials. Dr. Schafer served as CEO and co-founder of TessArae LLC, a biotech medical sequencing device company and Chief Medical Officer and client executive for health at CACI International. Dr. Schafer has been an independent consultant since 2002 serving a number of biotech and health-related company advisory boards and Tadpole Ventures, a private venture capital firm. Dr. Schafer earned his M.D. degree at the University of Iowa, medical boards in family practice and aerospace medicine in the Air Force, Master of Public Health at the University of Texas, and a Master of Science at the Dwight D. Eisenhower School of National Security and Resource Strategy. Dr. Schafer is CERT certified in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute. We believe Dr. Schafer’s broad experience across multiple aspects of the healthcare, pharmaceutical development industries, including clinical operations, pharmaceutical development and emerging technologies as well as his extensive leadership in the government and strategic insight into biodefense, innovation and healthcare systems, makes him well qualified to serve as a member of our Board of Directors and to contribute valuable insights into innovation, risk management and growth through the Company’s development stages. |
Director information
| Catherine Sohn, Pharm D. | Catherine Sohn, Pharm D. (72) has served as a member of our Board of Directors since March 2023. Dr. Sohn currently serves on the board of directors of Maze Therapeutics (Nasdaq: MAZE), a clinical-stage biopharmaceutical company, since 2021. Dr. Sohn has also served on the board of directors of Jazz Pharmaceuticals, a public biopharma company from 2012 until July 2024, Rubius Therapeutics, a public biopharmaceutical company from 2018 until 2023 and Axcella Health, a public biotechnology company from January 2019 until February 2023. Dr. Sohn was formerly senior vice president of worldwide business development, and a member of the global executive committee at GlaxoSmithKline’s Consumer Healthcare division, where she led U.S. and global transactions and prior to that was Vice President of Strategic Product Development at SmithKline Beecham Pharmaceuticals, Cardiovascular, Pulmonary and Metabolic Therapeutic Areas. As an entrepreneur in a larger pharmaceutical company, Dr. Sohn started the SmithKline Beecham U.S. Vaccine Business, built the team, and led the pre-launch planning and commercialization of SB’s first vaccine in the U.S. and helped shape the global vaccine portfolio pipeline as a member of the International Vaccine Steering Committee. Subsequently, she led pre-launch planning and the U.S. commercialization of the company’s billion-dollar neuroscience product and was a member of the Global CNS Product Strategy Team. Since retiring from GlaxoSmithKline, Dr. Sohn has advised CEOs and boards of life science companies on strategy, strategic product development, partnering, mergers and acquisitions, commercialization of new medicines and vaccines and culture, in her role as President of Sohn Health Strategies. Dr. Sohn received her Doctor of Pharmacy degree from the University of California, San Francisco, a Corporate Directors Certificate from Harvard Business School, a Certificate of Professional Development from Wharton, a Certificate from UC Berkeley Law for environmental, social and corporate governance, has attended Stanford Directors College and is a Certified Licensing Professional Emeritus. Dr. Sohn is also an Adjunct Professor at the University of California, San Francisco. We believe that Dr. Sohn’s extensive public company board experience, including serving as Chair of Compensation and Nom/Gov Committees and member of Audit and R&D and Transaction committees at commercial stage and clinical stage public biopharmaceutical companies, in addition to her prior executive experience at a global pharmaceutical company, including senior leadership roles in strategic product development, commercialization, and business development, make her well qualified to serve as a member of our Board of Directors to provide valuable insight into corporate strategy, product commercialization and business development. |
Director Compensation for Fiscal Year 2025
Director Compensation for Fiscal Year 2025 Our Compensation Committee engaged an experienced independent compensation consultant to provide a competitive compensation assessment of peer company executive and non employee director compensation practices for equity compensation design. With respect to director compensation matters, our Compensation Committee recommends to our Board and our Board determines and sets non-employee director compensation. In September 2024, the Company’s Board approved an update to the then-existing non-employee director compensation policy effective as of January 1, 2025. Under the program, non-employee directors that qualify under the program receive an additional annual payment of an option to purchase a number of shares of the Company’s Common Stock equal to 62 ½ percentile of the Company’s peer group based on percentage ownership (the “Annual Director Option Grant Amount”), which will be granted immediately following the date of each annual meeting of stockholders. Any such option will vest in substantially equal monthly installments for 11 months after the date of grant, with the remaining one-twelfth vesting on the earlier of the one-year anniversary of the date of the grant or the date of the next annual meeting of the Company’s stockholders. In addition, new non-employee directors that qualify under the program receive an initial award in the form of an option to purchase shares of the Company’s Common Stock equal to two times the Annual Director Option Grant Amount upon their election to the board. Any such option shall vest in equal monthly installments during the 36 months following the date upon which the director is first elected to the Board. The vesting of any option grants to our non-employee directors under our non-employee director compensation policy is subject to such non-employee director’s continued service as a director and will accelerate in full upon a change in control of our company. We also have a policy of reimbursing our directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings. Under our non-employee director compensation program, each non-employee director that qualifies under the program is eligible to receive compensation for his or her service on our board of directors or committees thereof consisting of annual cash retainers paid quarterly as follows:
Director Compensation for Fiscal Year 2025
| Position | Retainer | | Board Member | $40,000 | | Chairperson of the Board | $30,000 | | Audit Committee Chairperson | $20,000 | | Audit Committee Member | $10,000 | | Compensation Committee Chairperson | $15,000 | | Compensation Committee Member | $7,500 | | Nominating and Corporate Governance Committee Chairperson | $12,000 | | Nominating and Corporate Governance Committee Member | $6,000 |
Director Compensation for Fiscal Year 2025
On December 1, 2025, pursuant to his appointment as the Company’s President and CEO, Mr. Durso was granted equity awards as part of his executive compensation. Because that award was made on December 1, 2025 it is listed in the below table. Other than Mr. Durso’s equity award, the table below sets forth the compensation received by each of our non-employee directors for the fiscal year ended December 31, 2025.
Director Compensation for Fiscal Year 2025
| | Fees earned | Stock | Option | | | | or paid in | Awards | Awards | Total | | Name | cash ($) | ($)(1) | ($)(1) | ($) | | Jerome Durso(2)(3) | 50,941 | 3,124,141 | 7,186,575 | 10,361,657 | | John M Gill(4) | 61,625 | — | 143,669 | 205,294 | | Philip L. Hodges(5) | 67,500 | — | 143,669 | 211,169 | | Diane K. Jorkasky, M.D.(6) | 47,500 | — | 143,669 | 191,169 | | Teri Lawver(7) | 47,335 | — | 143,669 | 191,004 | | Wayne Pisano(8) | 65,125 | — | 143,669 | 208,794 | | Mitchel Sayare, Ph.D.(9) | 65,000 | — | 143,669 | 208,669 | | Klaus O. Schafer, M.D., MPH(10) | 57,500 | — | 143,669 | 201,169 | | Catherine Sohn, Pharm D.(11) | 66,625 | — | 243,600 | 310,225 |
Director Compensation for Fiscal Year 2025
| (1) Amounts reflect the aggregate grant date fair value of restricted stock units (“RSUs”) and stock options granted during the covered year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The assumptions used to calculate the amounts for fiscal years 2025 are discussed in Item 8, Financial Statements and Supplementary Data, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. |
Director Compensation for Fiscal Year 2025
| (2) On December 1, 2025, pursuant to his appointment as the Company’s President and CEO, Mr. Durso was granted options to purchase 1,824,400 shares of Common Stock of the Company at an exercise price of $4.93. The aggregate grant date fair value of these options was $7,042,906. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing December 1, 2026. Mr. Durso was also granted 633,700 RSUs, which will vest equally over a four-year period commencing on December 1, 2026. |
Director Compensation for Fiscal Year 2025
| (3) As of December 31, 2025, Mr. Durso held unexercised options to purchase an aggregate of 1,943,000 shares of the Company’s Common Stock and 633,700 unvested RSUs. Effective January 1, 2026, Mr. Durso was appointed as President and Chief Executive Officer of the Company. |
Director Compensation for Fiscal Year 2025
| (4) As of December 31, 2025, Mr. Gill held unexercised options to purchase an aggregate of 203,567 shares of the Company’s Common Stock. |
Director Compensation for Fiscal Year 2025
| (5) As of December 31, 2025, Mr. Hodges held unexercised options to purchase an aggregate of 203,567 shares of the Company’s Common Stock. |
Director Compensation for Fiscal Year 2025
| (6) As of December 31, 2025, Dr. Jorkasky held unexercised options to purchase an aggregate of 189,290 shares of the Company’s Common Stock. |
Director Compensation for Fiscal Year 2025
| (7) As of December 31, 2025, Ms. Lawver held unexercised options to purchase an aggregate of 118,600 shares of the Company’s Common Stock. |
Director Compensation for Fiscal Year 2025
| (8) As of December 31, 2025, Mr. Pisano held unexercised options to purchase an aggregate of 182,900 shares of the Company’s Common Stock. |
Director Compensation for Fiscal Year 2025
| (9) As of December 31, 2025, Dr. Sayare held unexercised options to purchase an aggregate of 214,734 shares of the Company’s Common Stock. |
Director Compensation for Fiscal Year 2025
| (10) As of December 31, 2025, Dr. Schafer held unexercised options to purchase an aggregate of 203,567 shares of the Company’s Common Stock. |
Director Compensation for Fiscal Year 2025
| (11) On February 6, 2025, pursuant to a consulting agreement, the Company granted options to purchase 18,600 shares of Common Stock of the Company at an exercise price of $6.91. The aggregate grant date fair value of these options was $99,931. 50% of the option vests and becomes exercisable on July 15, 2025, 25% of the option vests and becomes exercisable on September 30, 2025 and 25% of the option vests and becomes exercisable on December 31, 2025. As of December 31, 2025, Dr. Sohn held unexercised options to purchase an aggregate of 175,400 shares of the Company’s Common Stock. |
PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION
| ● | drive long-term growth objectives, thereby creating long-term value for our stockholders; and |
Reason for the Proposed Amendment
Reason for the Proposed Amendment The Company has not sought an increase in its authorized shares since 2018. The Company’s Certificate of Incorporation as currently in effect provides that the Company’s authorized capital stock consists of 201,000,000 shares of capital stock, of which 200,000,000 shares are designated as Common Stock and the remaining 1,000,000 shares are designated as preferred stock. As of March 1, 2026, 130,069,983 shares of Common Stock were issued and outstanding, 17,226,344 shares of Common Stock were issuable or available for future issuance under the Company’s at-the-market offering and 18,720,227 shares of Common Stock were issuable or available for future issuance under the Company’s incentive plans. If the Company were to issue all of the shares issuable or available for issuance described above, the Company would have a total of 166,016,554 shares of Common Stock outstanding, and 33,983,446 shares authorized and available for future issuance pursuant to the Current Charter. Management and the Board of Directors have determined that that amount of authorized and available shares are insufficient to meet the current and expected long-term corporate needs of the Company. We believe that having adequate shares to allow management and the Board of Directors to make timely decisions and effectively plan for the current and future operations of the business is critical. The authorization of additional shares of Common Stock will not, by itself, have any effect on the rights of present stockholders. However, the Board of Directors will have the authority to issue the additional shares of Common Stock without requiring future stockholder approval of such issuances. The additional shares to be authorized will be a part of our existing class of Common Stock and, if and when issued, would have identical rights and privileges as our shares of Common Stock that are then outstanding. Stockholders do not have preemptive rights to subscribe for or purchase additional shares of Common Stock. Accordingly, the availability of additional authorized but not issued additional shares would not have an immediate dilutive effect on the ownership or voting rights of stockholders. At the time of the issuance of additional shares of Common Stock for corporate purposes other than a stock split or stock dividend it would have a dilutive effect on the ownership and voting rights of stockholders at the time of issuance. While the issuance of additional shares of Common Stock may be deemed to have potential anti-takeover effects, including by delaying or preventing a change in control through subsequent issuances of these shares and the other reasons set forth above, which, among other things, could include issuances in one or more transactions that would make a change in control more difficult, and therefore, less likely, this proposal to increase the authorized common stock is not prompted by any specific effort of which we are aware to accumulate shares of our Common Stock or obtain control of the Company. A takeover may be beneficial to independent stockholders because, among other reasons, a potential suitor may offer such stockholders a premium for their shares of common stock as compared to the then-existing market price. Although the issuance of additional shares of common stock could, under certain circumstances, have an anti-takeover effect, this proposal is not in response to any effort to which we are aware of to accumulate Common Stock or obtain control of our Company. The Board is not presently aware of any attempt, or contemplated attempt, to acquire control of the Company and this proposed amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock is not part of any plan by our Board to recommend or implement a series of anti-takeover measures. Our Board recommends the proposed increase in the authorized number of shares of common stock to facilitate issuing shares in the event that the Board determines that it is appropriate. The increase in the authorized number of shares of common stock is intended to ensure that there will be a sufficient number of authorized but unissued shares available for future issuance, including but not limited to, issuances related to organic growth, capital investments, general corporate activities, possible financings and other corporate transactions and any other purpose which the Board determines is appropriate. The availability of additional shares of common stock is particularly important in the event that the Board determines it to be in the best interest of stockholders to proceed with any of the foregoing actions on an expedited basis, as market conditions permit and favorable financing and business opportunities become available, and thus without the potential delay associated with convening a special stockholders’ meeting at that time.
Executive Compensation Updates and Stockholder Engagement
| What we heard | How we acted | | Explain timing of transition and reasoning behind selection of new Chief Executive Officer, and explanation for higher compensation package for newly-appointed CEO. | Company has included this detail as requested. | | Would like to see a disclosed peer compensation group in the proxy. | Company has included its Peer Group in this Proxy Statement. | | More disclosure around responsiveness to prior years’ voting on compensation for our NEOs. | Company has included this additional information in this Proxy Statement. | | With appointment of President and Chief Executive Officer who is also Chairman of the Board of Directors, support was expressed for designation of a Lead Independent Director. | Board of Directors has appointed a Lead Independent Director as described in this Proxy Statement. | | Desire to see additional detail around assessment of skills and experience sought in members of the Board of Directors. | Company has included description and skills matrix for the members of its Board of Directors. | | Noted our bonus program was primarily discretionary, which was not a concern given our business life cycle, but thought additional disclosure would be helpful including detail focused on value of such long-term awards. | Company has included this additional information in the Proxy Statement. | | Some shareholders did note we do not utilize performance-based awards (PSUs) for our equity grants, however, did not express any concerns noting options and RSUs are common equity awards for our company size and industry. | The Compensation Committee will continue to review the Company's equity program as we evolve. |
Compensation Philosophy
| ● | drive long-term growth objectives, thereby creating long-term value for our stockholders; and |
Compensation Philosophy
In setting compensation for our NEOs, the Compensation Committee and the Board take into account the relative amount of compensation that is delivered on a current and long-term basis and in the form of cash and equity. The combination of performance measures for annual bonuses and the equity compensation programs for NEOs, as well as the multi-year vesting schedules for equity awards, encourage individuals to maintain both a short-term and a long-term view with respect to Company performance. The Board set Mr. Durso’s compensation as CEO of the Company in line with the compensation of our peer groups companies as recommended by our outside compensation consultant, recommended by the Compensation Committee and approved by the Board of Directors. Accordingly, pursuant to his employment agreement, Mr. Durso will receive an annual salary of $725,000 and his target annual incentive compensation shall be 60% of his annual base salary, based on achievement of performance goals established by the Compensation Committee of the Board. He was also granted (i) 633,700 restricted stock units, which shall vest over a period of four years, with 25% of these restricted stock units vesting on the first anniversary of the grant date and the remainder vesting in annual installments thereafter, and (ii) 1,824,400 stock options, which shall vest over a period of four years, with 25% of these options vesting on the first anniversary of the grant date and the remainder vesting in monthly installments thereafter.
Our Compensation Committee Processes and Procedures
Our Compensation Committee Processes and Procedures Our Compensation Committee meets as often as it determines is necessary to carry out its duties and responsibilities through regularly scheduled meetings and, as needed, special meetings. From time to time, various other members of management and other executives as well as outside advisors or consultants are invited by our Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in our Compensation Committee meetings. Our Compensation Committee engages an independent compensation consultant each year to provide a competitive compensation assessment with respect to the executive officers to assist our Compensation Committee in making annual compensation decisions. Since 2015, a national compensation consulting firm has been engaged by our Compensation Committee each year to provide advice regarding executive officers’ compensation, including base salaries and performance-based bonuses and long-term equity compensation. The executive compensation program services of the compensation consulting firm included providing input regarding the selection of compensation peer group companies, analyzing publicly available compensation data of peer group companies, compensation survey data, and other publicly available data to assess the competitive market for executive talent. The compensation consulting firm has recommended that our selected compensation peer group consist of biotechnology companies that are comparable to us in both stage of development and size. Our Compensation Committee charter grants our Compensation Committee full authority to obtain, at the Company’s expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and consultants and other external resources that our Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, our Compensation Committee has the authority, in its sole discretion, to retain or obtain, at the Company’s expense, compensation consultants to assist in its evaluation of executive compensation, and is directly responsible for the appointment, compensation and oversight of the work of its compensation consultants.
Executive Compensation Peer Group
Executive Compensation Peer Group Each year our compensation consultant reviews the Company’s existing executive compensation peer group, and recommends changes to the group in order to set a market frame of reference for evaluating the compensation of NEOs. The peer group is intended to reflect comparable companies where we may compete for talent, and aid the Compensation Committee in achieving its desired objective of attracting and retaining individuals. In setting 2025 compensation, the Compensation Committee reviewed market data from comparable companies as a market frame of reference. These companies were selected based on the following criteria:
Executive Compensation Peer Group
| ● | U.S publicly traded biotechnology or pharmaceutical company |
Executive Compensation Peer Group
| ● | Market capitalization between $100 million and $1 billion |
Executive Compensation Peer Group
| ● | Lead asset clinical stage II or III |
Executive Compensation Peer Group
| ● | Full-time employees between 25 and 200 |
Executive Compensation Peer Group
| ● | Operating expenses between $20 million and $250 million |
Executive Compensation Peer Group
The following peer group was used in connection with compensation decisions made by the Compensation Committee in 2025 relating to base salary adjustments, annual performance-based plan, and long-term equity awards:
Executive Compensation Peer Group
| 89bio, Inc. | Arcturus Therapeutics Holdings Inc. | Inhibrx Biosciences, Inc. | Terns Pharmaceuticals, Inc. | | Akero Therapeutics, Inc. | Astria Therapeutics, Inc. | MBX Biosciences, Inc. | Tyra Biosciences, Inc. | | Amylyx Pharmaceuticals, Inc. | Atea Pharmaceuticals, Inc. | Rezolute, Inc. | | | Anavex Life Sciences Corp. | aTyr Pharma, Inc. | Savara Inc. | | | Arbutus Biopharma Corporation | Gossamer Bio, Inc. | Solid Biosciences Inc. | |
Elements of Compensation
| ● | annual cash bonuses; |
Elements of Compensation
| ● | equity awards; |
Annual Performance-Based Bonus
Annual Performance-Based Bonus The NEOs are entitled to receive annual performance-based cash bonuses, the amount of which is based on satisfaction of corporate objectives that are established by the Board of Directors and/or the Compensation Committee. The annual bonuses are intended to incentivize NEOs to achieve certain business objectives that we believe are important to achieving our long-term goals and our mission. For the year ended December 31, 2025, upon recommendation of Compensation Committee, our Board of Directors set broad based corporate objectives that established the criteria for the funding of our annual bonus plan focused on progression of pemvidutide in the lead indication of MASH, as well as two additional indications (AUD and ALD) and raising sufficient capital to meet year-end targets. The 2025 pre-approved Corporate Goals were reviewed with the Compensation Committee and the Board of Directors at meetings during the year to provide visibility and awareness of the Company’s progress on each of the pre-specified 2025 Corporate Goals. For each of the corporate objectives, the Compensation Committee also established criteria for assessing performance in terms of what achievements would be considered partially met, met, or exceeded, with weighting assigned to each of these objectives as described below. Partially met achievement of an objective results in payment between 0-80% of the weighting, met achievement of an objective results in payment between 80-120% of the weighting and exceeds achievement in payment between 120-150% of the weighting. The Compensation Committee structures the annual performance-based bonus program to have a range of possible funding for each goal to measure NEO performance for each goal on a holistic basis. At the completion of the year, the Compensation Committee, after reviewing management’s self-assessment, evaluates specific achievements and our overall success in the prior year. The Compensation Committee considers our CEO’s recommendations, and independently reviews and recommends the total percentage achievement level for each of the executive officers to the Board of Directors for approval. In January 2026, our Board of Directors, upon the recommendation of the Compensation Committee, completed its assessment of management’s achievement of these corporate objectives for 2025, and concluded that these core corporate objectives were achieved by the management team and determined achievement at approximately 97.5% of the target annual performance-based cash bonuses for our NEOs. This level was determined based upon, among other things, successful completion of IMPACT Phase 2b trial of pemvidutide in MASH with positive topline data meeting one of the co-primary endpoint at 24 weeks and positive topline data at 48 weeks reinforcing the potential of the product candidate in this lead indication; successful engagement with the FDA including holding an in-person end of Phase 2 Meeting with the FDA to align on a path forward for Phase 3 and award of Breakthrough Therapy Designation for pemvidutide in MASH; successful completion of enrollment in the RECLAIM Phase 2 trial evaluating the efficacy and safety of pemvidutide in subjects with AUD, successful engagement with the FDA including the granting of Fast Track designation to pemvidutide for the treatment of AUD, successful initiation of enrollment in the RESTORE Phase 2 trial evaluating the efficacy and safety of pemvidutide in subjects with ALD, and successful raising of capital to meet year-end targets.
Equity Awards
Equity Awards The NEOs are eligible to receive equity awards under the Altimmune, Inc. 2017 Omnibus Incentive Plan (as amended, the “2017 Plan”). Awards under the 2017 Plan are intended to align the interests of the NEOs with those of our stockholders and to create a link between executive pay and the long-term performance of our Common Stock. We generally grant annual equity awards, to our NEOs, in the first quarter of each fiscal year. In addition, new hires receive equity grants at the time of their hiring. The Compensation Committee reviews competitive market data from our Peer Group in establishing grant levels for each NEO. The market data captures equity awards expressed as a percentage of common shares outstanding, which is a common benchmarking approach in high-growth industries. In addition to the market data, the Committee reflects on each NEOs role, and historical award levels in establishing grant levels. During the year ended December 31, 2025, we granted our each of our NEOs stock options and RSUs, as described in more detail in the Outstanding Equity Awards at Fiscal Year-End table below. During 2025, the Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, we did not grant stock options to our NEOs during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.
Summary Compensation Table
Summary Compensation Table The following table sets forth the total compensation that was paid to or earned by the NEOs for the 2025 and 2024 fiscal years.
Summary Compensation Table
| | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($)(1) | ($)(1) | ($) | ($)(7) | ($) | | Vipin K. Garg, Ph.D.(2) | 2025 | 658,694 | 1,000(6) | 1,153,600 | 4,812,167 | 357,753 | 1,043,376 | 8,026,590 | | Chief Executive Officer | 2024 | 633,360 | — | 1,560,896 | 3,536,567 | 330,931 | 28,708 | 6,090,462 | | Christophe Arbet-Engels, M.D., Ph.D.(3) | 2025 | 128,750 | 176,000(4) | 580,500 | 1,388,039 | 50,856 | 5,750 | 2,329,895 | | Chief Medical Officer | | | | | | | | | | M. Scot Roberts, Ph.D. | 2025 | 487,306 | 1,000(6) | 443,800 | 1,055,967 | 192,486 | 2,437 | 2,182,996 | | Chief Scientific Officer | 2024 | 468,563 | — | 541,952 | 1,228,016 | 178,054 | 2,343 | 2,418,928 | | M. Scott Harris, M.D.(5) | 2025 | 388,403 | 1,000(6) | 443,800 | 1,373,740 | 204,559 | 219,569 | 2,631,071 | | former Chief Medical Officer | 2024 | 497,952 | — | 541,952 | 1,228,016 | 189,222 | 3,563 | 2,460,705 |
Summary Compensation Table
| (1) Amounts in this column reflect the aggregate grant date fair value of stock awards and/or stock options granted during the covered year computed in accordance with the provisions of FASB ASC Topic 718. The assumptions used to calculate the amounts for fiscal years 2025 and 2024 are discussed in Item 8, Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Amounts in the “Option Awards” column for each of Dr. Garg and Dr. Harris also include the incremental fair value recognized in connection with the extension of the exercise period of outstanding options by 18 months, for Dr. Garg, and 12 months, for Dr. Harris. |
Summary Compensation Table
| (2) Dr. Garg’s term as the Company’s Chief Executive Officer ended on December 31, 2025. Effective January 1, 2026, Mr. Durso is the Chief Executive Officer. |
Summary Compensation Table
| (3) Dr. Arbet-Engels joined the Company as our Chief Medical Officer in October 2025. |
Summary Compensation Table
| (4) Representing a signing bonus of $175,000 received by Dr. Arbet-Engels upon his commencement of employment with us, along with a $1,000 holiday bonus given to all employees. |
Summary Compensation Table
| (5) Dr. Harris retired from his position as Chief Medical Officer in September 2025. |
Summary Compensation Table
| (6) Representing holiday bonus given to all employees. |
Summary Compensation Table
| (7) All other compensation consisted of the following: |
Summary Compensation Table
| | | 401(k) | | HSA | Commuting | Severance | Total Other | | | | Match | Benefits | Match | Expense | Expense | Compensation | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Vipin K. Garg, Ph.D. | 2025 | 2,096 | 18,955 | 2,400 | 12,223 | 1,007,702(1) | 1,043,376 | | Chief Executive Officer | | | | | | | | | Christophe Arbet-Engels, M.D., Ph.D. | 2025 | 5,150 | — | — | 600 | — | 5,750 | | Chief Medical Officer | | | | | | | | | M. Scot Roberts, Ph.D. | 2025 | 2,437 | — | — | — | — | 2,437 | | Chief Scientific Officer | | | | | | | | | M. Scott Harris, M.D. | 2025 | 2,589 | — | 1,200 | — | 215,780(2) | 219,569 | | former Chief Medical Officer | | | | | | | |
Summary Compensation Table
| (1) Representing twelve months’ severance and six month salary continuation payout pursuant to Dr. Garg’s Transitional Services and Release Agreement. |
Summary Compensation Table
| (2) Representing salary continuation payout for six months pursuant to Dr. Harris’s Transitional Services and Release Agreement. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards of our NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | | | Number of | Number of | Number of | | | | | | | | Securities | Securities | Securities | | | Number of | Market Value | | | | Underlying | Underlying | Underlying | | | Shares or | of Shares or | | | | Unexercised | Unexercised | Unexercised | Option | Option | Units of Stock | Units of Stock | | | | Options (#) | Options (#) | Unearned | Exercise | Expiration | That Have Not | That Have | | Name | Grant Date | Exercisable | Unexercisable | Options (#) | Price ($) | Date | Vested (#) | Not Vested ($)(20) | | Vipin K. Garg, Ph.D. | 11/30/2018 | 322,907 | —(1) | — | 3.59 | 11/30/2028 | — | — | | | 1/2/2020 | 149,500 | —(2) | — | 1.92 | 1/2/2030 | — | — | | | 2/1/2021 | 241,500 | —(3) | — | 16.71 | 2/1/2031 | — | — | | | 2/2/2022 | 213,709 | 9,291(4) | — | 7.53 | 2/2/2032 | — | — | | | 2/2/2022 | — | — | — | — | — | 18,950(5) | 68,410 | | | 1/30/2023 | 220,864 | 82,036(6) | — | 12.88 | 1/30/2033 | — | — | | | 1/30/2023 | — | — | — | — | — | 53,550(7) | 193,316 | | | 1/25/2024 | 225,208 | 244,792(8) | — | 9.28 | 1/25/2034 | — | — | | | 1/25/2024 | — | — | — | — | — | 126,150(9) | 455,402 | | | 1/27/2025 | — | 477,500(10) | — | 7.00 | 1/27/2035 | — | — | | | 1/27/2025 | — | — | — | — | — | 164,800(11) | 594,928 | | Christophe Arbet-Engels, M.D., Ph.D. | 10/1/2025 | — | 450,000(12) | — | 3.87 | 10/1/2035 | — | — | | | 10/1/2025 | — | — | — | — | — | 150,000(13) | 541,500 | | M. Scot Roberts, Ph.D. | 4/8/2016 | 375 | —(14) | — | 401.10 | 4/8/2026 | — | — | | | 9/22/2017 | 1,667 | —(15) | — | 74.40 | 9/22/2027 | — | — | | | 5/21/2018 | 1,667 | —(16) | — | 13.35 | 5/21/2028 | — | — | | | 1/2/2019 | 8,750 | —(17) | — | 2.60 | 1/2/2029 | — | — | | | 3/26/2019 | 14,250 | —(18) | — | 2.95 | 3/26/2029 | — | — | | | 1/2/2020 | 35,817 | —(2) | — | 1.92 | 1/2/2030 | — | — | | | 2/1/2021 | 90,000 | —(3) | — | 16.71 | 2/1/2031 | — | — | | | 2/2/2022 | 87,784 | 3,816(4) | — | 7.53 | 2/2/2032 | — | — | | | 2/2/2022 | — | — | — | — | — | 7,775(5) | 28,068 | | | 1/30/2023 | 76,562 | 28,438(6) | | 12.88 | 1/30/2033 | — | — | | | 1/30/2023 | — | — | — | — | — | 18,550(7) | 66,966 | | | 1/25/2024 | 78,200 | 85,000(8) | | 9.28 | 1/25/2034 | — | — | | | 1/25/2024 | — | — | — | — | — | 43,800(9) | 158,118 | | | 1/27/2025 | — | 183,600(10) | — | 7.00 | 1/27/2035 | — | — | | | 1/27/2025 | — | — | — | — | — | 63,400(11) | 228,874 | | M. Scott Harris, M.D. | 9/9/2019 | 107,000 | —(19) | — | 2.13 | 9/9/2029 | — | — | | | 1/2/2020 | 31,400 | —(2) | — | 1.92 | 1/2/2030 | — | — | | | 2/1/2021 | 90,000 | —(3) | — | 16.71 | 2/1/2031 | — | — | | | 2/2/2022 | 87,784 | 3,816(4) | — | 7.53 | 2/2/2032 | — | — | | | 2/2/2022 | — | — | — | — | — | 7,775(5) | 28,068 | | | 1/30/2023 | 76,562 | 28,438(6) | | 12.88 | 1/30/2033 | — | — | | | 1/30/2023 | — | — | — | — | — | 18,550(7) | 66,966 | | | 1/25/2024 | 78,200 | 85,000(8) | | 9.28 | 1/25/2034 | — | — | | | 1/25/2024 | — | — | — | — | — | 43,800(9) | 158,118 | | | 1/27/2025 | — | 183,600(10) | — | 7.00 | 1/27/2035 | — | — | | | 1/27/2025 | — | — | — | — | — | 63,400(11) | 228,874 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) This option was granted on November 30, 2018 and 25% became vested and exercisable on the first anniversary of the grant date. The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 1, 2020. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) On January 2, 2020, Drs. Garg, Harris and Roberts were granted an option to purchase 149,500, 61,400 and 61,400, respectively, shares of Common Stock of the Company at an exercise price of $1.92 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on February 2, 2021. These options are fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) On February 1, 2021, Drs. Garg, Harris and Roberts were granted an option to purchase 241,500, 90,000 and 90,000, respectively, shares of Common Stock of the Company at an exercise price of $16.71 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on March 1, 2022. These options are fully vested |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) On February 2, 2022, Drs. Garg, Harris and Roberts were granted an option to purchase 223,000, 91,600 and 91,600, respectively, shares of Common Stock of the Company at an exercise price of $7.53 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on February 2, 2023. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) On February 2, 2022, Drs. Garg, Harris and Roberts were granted 75,800, 31,100 and 31,100 RSUs, respectively. The RSUs vest equally over a four-year period commencing on February 2, 2023. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) On January 30, 2023, Drs. Garg, Harris and Roberts were granted an option to purchase 302,900, 105,000 and 105,000, respectively, shares of Common Stock of the Company at an exercise price of $12.88 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 30, 2024. Pursuant to their respective Transitional Services and Release Agreements, Drs. Garg and Harris are expected to forfeit 44,173 and 24,063 of these options respectively. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) On January 30, 2023, Drs. Garg, Harris and Roberts were granted 107,100, 37,100 and 37,100 RSUs, respectively. The RSUs vest equally over a four-year period commencing on January 30, 2024. Pursuant to their respective Transitional Services and Release Agreements, Drs. Garg and Harris are expected to forfeit 26,775 and 9,275 of these RSUs respectively. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (8) On January 25, 2024, Drs. Garg, Harris and Roberts were granted an option to purchase 470,000, 163,200 and 163,200, respectively, shares of Common Stock of the Company at an exercise price of $9.28 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 25, 2025. Pursuant to their respective Transitional Services and Release Agreements, Drs. Garg and Harris are expected to forfeit 186,041 and 78,200 of these options respectively. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (9) On January 25, 2024, Drs. Garg, Harris and Roberts were granted 168,200, 58,400 and 58,400 RSUs, respectively. The RSUs vest equally over a four-year period commencing on January 25, 2025. Pursuant to their respective Transitional Services and Release Agreements, Drs. Garg and Harris are expected to forfeit 84,100 and 29,200 of these RSUs respectively. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (10) On January 27, 2025, Drs. Garg, Harris and Roberts were granted an option to purchase 477,500, 183,600 and 183,600, respectively, shares of Common Stock of the Company at an exercise price of $7.00 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 27, 2026. Pursuant to their respective Transitional Services and Release Agreements, Drs. Garg and Harris are expected to forfeit 308,385 and 133,875 of these options respectively. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (11) On January 27, 2025, Drs. Garg, Harris and Roberts were granted 164,800, 63,400 and 63,400 RSUs, respectively. The RSUs vest equally over a four-year period commencing on January 27, 2026. Pursuant to their respective Transitional Services and Release Agreements, Drs. Garg and Harris are expected to forfeit 123,600 and 47,550 of these RSUs respectively. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (12) On October 1, 2025, Dr. Arbet-Engels was granted an option to purchase 450,000 shares of Common Stock of the Company at an exercise price of $3.87 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on October 1, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (13) On October 1, 2025, Dr. Arbet-Engels was granted 150,000 RSUs. The RSUs vest equally over a four-year period commencing on October 1, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (14) These options were acquired pursuant to the Merger Agreement on May 4, 2017. These options are fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (15) This option was granted on September 22, 2017, and 25% became vested and exercisable on the first anniversary of the grant date. The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36 month period commencing on September 22, 2018. This option is fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (16) This option was granted on May 21, 2018, and 25% became vested and exercisable on March 1, 2019. The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36 month period commencing on April 1, 2019. This option is fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (17) This option was granted on January 2, 2019, and 25% became vested and exercisable on the first anniversary of the grant date. The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 2, 2020. This option is fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (18) This option was granted on March 26, 2019, and 25% became vested and exercisable on the first anniversary of the grant date. The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36 month period commencing on March 26, 2020. This option is fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (19) This option was granted on September 9, 2019, and 25% became vested and exercisable on the first anniversary of the grant date. The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on September 9, 2020. This option is fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (20) Represents the fair market value of the shares underlying unvested RSUs as of December 31, 2025, based upon the closing price of our Common Stock on December 31, 2025 of $3.61. |
Pay Versus Performance
Pay Versus Performance In accordance with the rules adopted by the SEC under Item 402(v) of Regulation S-K, the following provides information about the relationship between Compensation Actually Paid (“CAP”) and certain financial performance of the Company. CAP is calculated in accordance with SEC rules and does not reflect the actual amount of compensation earned or paid during the applicable year. As a smaller reporting company, we are not required to include additional disclosure such as the company-selected measure. The following table sets forth the compensation of our Principal Executive Officer (“PEO”) and the average compensation of the non-PEO Named Executive Officers (“Non-PEO NEOs”) as reported in the Summary Compensation Table in each applicable year (“SCT”), their CAP as well as certain financial performance of the Company:
Pay Versus Performance
| | | | | | Value of | | | | | | | | Initial Fixed | | | | | | | | $100 | | | | | | Average | | Investment | | | | Summary | | Summary | Average | Based on | | | | Compensation | Compensation | Compensation | Compensation | Total | | | | Table Total for | Actually Paid to | Table Total for | Actually Paid to | Shareholder | | | | PEO | PEO | Non-PEO NEOs | Non-PEO NEOs | Return | Net Loss | | Year(1) | ($)(2) | ($)(3)(6) | ($)(4) | ($)(5)(6) | ($)(7) | ($)(In Thousands) | | 2025 | 8,026,590 | 1,787,014 | 2,381,321 | 957,048 | 21.95 | 88,093 | | 2024 | 6,090,462 | 2,452,764 | 2,439,817 | 1,129,399 | 78.71 | 95,059 | | 2023 | 5,482,089 | 2,105,333 | 2,590,486 | 1,469,468 | 122.82 | 88,447 |
Pay Versus Performance
| (1) The PEO was Vipin Garg (CEO) for each of the years presented. The Non-PEO NEOs for each of the years presented were listed below: |
Pay Versus Performance
| ● | For 2025 – Christophe Arbet-Engels (CMO), M. Scot Roberts (CSO) and M. Scott Harris (former CMO) |
Pay Versus Performance
| ● | For 2024 – M. Scott Harris (CMO) and M. Scot Roberts (CSO) |
Pay Versus Performance
| ● | For 2023 – M. Scott Harris (CMO) and Raymond M. Jordt (CBO) |
Pay Versus Performance
| (2) The dollar amounts reported in this column are the amounts of total compensation reported for the PEO in the “Total” column of the SCT in the applicable fiscal year. |
Pay Versus Performance
| (3) In accordance with Item 402 (v) of Regulation S-K, the following adjustments were made to determine the CAP to our PEO during fiscal year 2025, which consisted solely of adjustments to the PEO’s equity awards: |
Pay Versus Performance
| Compensation Actually Paid | 2025 | | SCT – Total Compensation | $8,026,590 | | Adjustments: | | | Deduct - amounts reported under the "Stock Awards" column in the SCT | (1,153,600) | | Deduct - amounts reported under the "Option Awards" column in the SCT | (4,812,167) | | Add - year-end fair value of outstanding and unvested equity awards granted in the covered fiscal year | 1,847,007 | | Add - change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (1,767,169) | | Add - change in fair value as of the vesting date of equity awards granted in prior fiscal years that vested in the covered fiscal year | (312,075) | | Subtract - fair value as of end of prior fiscal year of equity awards granted in prior fiscal years that failed to meet the applicable vesting conditions (i.e., are forfeited) during the covered fiscal year | (2,107,420) | | Add - incremental fair value recognized in connection with the extension of the exercise period of outstanding options | 2,065,848 | | Total Equity Adjustments | (6,239,576) | | CAP | $1,787,014 |
Pay Versus Performance
| (4) The dollar amounts reported in this column represent the average of the amounts reported for the Non-PEO NEOs in the “Total” column of the SCT in the applicable fiscal year. |
Pay Versus Performance
| (5) In accordance with Item 402 (v) of Regulation S-K, the following adjustments were made to determine the average CAP to our Non-PEO NEOs during fiscal year 2025, which consisted solely of adjustments to the Non-PEO NEOs’ equity awards: |
Pay Versus Performance
| Compensation Actually Paid | 2025 | | SCT – Total Compensation | $2,381,321 | | Adjustments: | | | Deduct - amounts reported under the "Stock Awards" column in the SCT | (489,367) | | Deduct - amounts reported under the "Option Awards" column in the SCT | (1,272,582) | | Add - year-end fair value of outstanding and unvested equity awards granted in the covered fiscal year | 1,084,556 | | Add - change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (413,022) | | Add - change in fair value as of the vesting date of equity awards granted in prior fiscal years that vested in the covered fiscal year | (153,814) | | Subtract - fair value as of end of prior fiscal year of equity awards granted in prior fiscal years that failed to meet the applicable vesting conditions (i.e., are forfeited) during the covered fiscal year | (285,968) | | Add - incremental fair value recognized in connection with the extension of the exercise period of outstanding options | 105,924 | | Total Equity Adjustments | (1,424,273) | | CAP | $957,048 |
Pay Versus Performance
| (6) The fair value of stock options reported for CAP was determined using a Black-Scholes option pricing model consistent with our accounting for equity-based compensation. The fair value of restricted stock was determined based on the closing price of our common stock as of the applicable dates. |
Pay Versus Performance
| (7) Total Shareholder Return (TSR) represents the measurement period value of an investment of $100 in our stock on December 31, 2022, and then valued again on each of December 31, 2023, 2024 and 2025. |