ALTIMMUNE INC (ALT)
Sector: Health Care
2026 Annual Meeting Analysis
ALTIMMUNE INC · Meeting: April 16, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Although Mr. Durso only joined the board in February 2025, he immediately assumed the Chairman and then CEO role, making him directly accountable for the company's strategic direction; the stock has lost nearly 69% over three years while the peer group gained 32%, a gap of over 100 percentage points well above the 20-point trigger, and the five-year record is equally poor, so the underperformance trigger applies without mitigation.
Mr. Gill has served on the board since 2004, meaning his tenure fully covers the period of severe stock underperformance; the company's shares have fallen nearly 69% over three years while the peer group rose 32%, a gap of more than 100 percentage points, and the five-year comparison shows the same pattern, so no mitigating credit applies.
Mr. Hodges has served since 2017, fully overlapping the underperformance period; the three-year stock loss of nearly 69% against a peer group gain of 32% represents a gap of over 100 percentage points well above the policy trigger, and the five-year comparison confirms sustained underperformance with no basis for a mitigating downgrade.
Dr. Jorkasky has served since May 2020, covering the full three-year underperformance window; the stock has declined nearly 69% over three years while comparable biotech peers gained 32%, a gap of over 100 percentage points, and the five-year picture is equally poor, so the underperformance trigger applies without a mitigating adjustment.
Mr. Pisano has served since August 2018, fully covering the underperformance period; over three years the stock fell nearly 69% while the peer group rose 32%, a gap exceeding 100 percentage points, and the five-year trend shows the same sustained underperformance, so no mitigating credit applies.
Dr. Sayare has served since 2010 and was Chairman of the Board until August 2025, placing him at the center of governance during the entire underperformance period; the three-year stock decline of nearly 69% against a peer group gain of 32% is one of the most severe gaps in the peer set, and the five-year comparison confirms no recovery, so the trigger applies fully.
Dr. Schafer has served since 2017, fully overlapping the underperformance window; the company's shares lost nearly 69% over three years while peers gained 32%, a gap of over 100 percentage points, and the five-year record shows the same pattern with no basis for a mitigating adjustment.
For Analysis
Ms. Lawver joined the board in February 2025, which is within the 24-month new-director exemption under the policy, so she is not held accountable for the stock underperformance that preceded her appointment.
Dr. Sohn joined in March 2023, meaning her tenure covers roughly two years of the three-year measurement window; the policy notes that directors who joined during an already-underperforming period warrant mitigating context, and since her tenure covers less than the full underperformance period and she joined after the decline was already established, a FOR vote is appropriate rather than a hard AGAINST.
Seven of nine director nominees fail the TSR underperformance trigger: Altimmune's stock has fallen nearly 69% over three years while its disclosed peer group gained 32% (a gap of over 100 percentage points, far exceeding the 20-point threshold for companies with negative absolute TSR), and the five-year comparison is equally poor, eliminating the five-year mitigant for all affected directors. Ms. Lawver is exempt as a new director within 24 months, and Dr. Sohn receives mitigating credit as a director who joined after the underperformance was already established with tenure covering less than the full measurement period.
Say on Pay
✗ AGAINSTCEO
Vipin K. Garg, Ph.D.
Total Comp
$8,026,590
Prior Support
69%%
The company received only 69% shareholder support on Say on Pay at its 2025 annual meeting (and 63% in 2024), both below the 70% threshold that requires visible improvements to the compensation program; while the company engaged with shareholders and made some disclosure enhancements, the core concern — above-benchmark variable pay against a backdrop of severe stock underperformance — remains unresolved, as the former CEO received $8 million in total reported compensation for a year in which the stock lost nearly 69% over three years while peers gained 32%. The pay-for-performance alignment check fails because variable incentive pay was awarded at levels that are difficult to justify given that shareholders experienced one of the worst returns in the peer group, and the company's own disclosure shows that 'Compensation Actually Paid' adjustments reflect the stock decline but the reported grant-date values for equity awards remained substantial.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,154,553
Non-Audit Fees
$0
Ernst & Young charged $1,154,553 in audit fees and zero in non-audit fees for 2025, meaning there are no independence concerns from a fee-ratio standpoint; auditor tenure is not disclosed in the proxy but the policy requires confirmed tenure data before triggering a No vote, so no tenure concern is raised; EY is a Big Four firm appropriate for a company of this size and complexity.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock
The company has not sought an authorized share increase since 2018 and currently has only about 34 million unencumbered shares remaining out of 200 million authorized, which is genuinely insufficient for a clinical-stage biotech preparing to enter Phase 3 trials that will require significant capital raises. Doubling authorized shares from 200 million to 400 million is a reasonable and necessary step to preserve the company's flexibility to raise funds without the delay and cost of a special shareholder meeting, and the board has confirmed there is no pending takeover-defense purpose behind this request.
Proposal 5
Approval of an Amendment to the Company's 2019 Employee Stock Purchase Plan to Increase the Number of Shares Reserved
The 2019 Employee Stock Purchase Plan has only 2,784 shares remaining — essentially exhausted — and has never been replenished since its adoption, so the proposed increase to approximately 1.1 million shares (set at 1% of shares outstanding) is a modest and reasonable refresh. Employee stock purchase plans are standard tools that align employee and shareholder interests by allowing employees to buy company stock at a small discount from their own wages, and the dilution from 1.1 million shares on a base of 130 million is minimal.
Proposal 6
Authorization to Adjourn the Annual Meeting
This is a standard procedural request allowing the board to adjourn the meeting if it needs more time to gather votes on the substantive proposals; such adjournment authority is routine housekeeping and does not raise any governance concerns.
Overall Assessment
The 2026 Altimmune annual meeting presents significant governance concerns: seven of nine director nominees fail the stock performance test because the company's shares lost nearly 69% over three years while its biotech peers gained 32% (a gap exceeding 100 percentage points), and the Say on Pay proposal warrants an AGAINST vote given two consecutive years of sub-70% shareholder support combined with ongoing pay-for-performance misalignment. The auditor ratification and the three management proposals covering authorized share increases, the employee stock purchase plan, and meeting adjournment authority all pass their respective policy screens and merit support.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing