ALTIMMUNE INC (ALT)
Sector: Health Care
2026 Annual Meeting Analysis
ALTIMMUNE INC · Meeting: April 16, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Gill has served on the board since 2004, giving him full accountability for the 3-year period in which Altimmune's stock fell roughly 67% while the company's own peer group gained 36% on average — a gap of over 100 percentage points, far exceeding the 20-point trigger. The 5-year record is similarly poor (ALT down 80% vs peers down 29%), so the longer-term check does not rescue the vote; the underperformance is sustained, not a brief dip.
Hodges has served since 2003/2017 (pre-merger service counts), giving him full tenure overlap with the underperformance period; the stock's 3-year loss of 67% against a peer median gain of 36% is a 103-point gap that triggers a No vote, and the 5-year record confirms this is not a recent blip but sustained destruction of shareholder value.
Jorkasky joined the board in May 2020, well over 24 months ago, giving her full tenure overlap with the 3-year underperformance period; the 103-point gap versus peers triggers a No vote, and the 5-year check (50-point gap against peers) confirms persistent underperformance rather than a transient trough.
Pisano has served since August 2018, giving him full overlap with the 3-year underperformance window; the stock's collapse relative to peers (103-point gap) triggers a No vote, and the 5-year record confirms this is sustained underperformance rather than a short-term deviation.
Sayare has served since 2010 and was Chairman of the Board through August 2025, bearing direct responsibility for board oversight during the period when Altimmune's stock lost 67% while peers gained 36%; the 5-year gap of 50 points versus peers confirms that this is a long-running governance failure, not a temporary setback.
Schafer has served since May 2017, giving him full tenure overlap with the underperformance period; the 103-point 3-year gap versus peers triggers a No vote, and the 5-year data (50-point gap) confirms sustained underperformance that is not mitigated by any recent recovery.
For Analysis
Durso joined the board in February 2025 (less than 24 months ago) and is exempt from the TSR underperformance trigger under the new-director exemption; he brings relevant CEO-level biotech experience and was appointed to lead the company's Phase 3 transition.
Lawver joined the board in February 2025, less than 24 months before the meeting date, and is exempt from the TSR underperformance trigger under the new-director rule; she brings relevant commercial and life sciences leadership experience.
Sohn joined the board in March 2023, which is approximately 37 months before the April 2026 meeting — just over 24 months — so she is subject to the TSR trigger; however, she joined after the underperformance was already well established (the stock had been declining for years before her appointment in March 2023), which is meaningful mitigating context, and the policy notes that directors who joined during an already-underperforming period should have this acknowledged; on balance, given she has served less than the full 3-year measurement window with accountability for only the tail end of the period, we vote FOR with the caveat that continued underperformance will trigger a No vote in future cycles.
Seven of nine directors qualify for the TSR underperformance trigger based on the company's 3-year stock return of -67% versus a peer group median of +36% (a gap of over 100 percentage points). The two exemptions are Jerome Durso and Teri Lawver, both of whom joined the board in February 2025 and are within the 24-month new-director exemption window. Catherine Sohn, who joined in March 2023, receives a FOR vote given her limited tenure overlap and the fact that underperformance was already established before she joined, though she will be fully subject to the trigger going forward.
Say on Pay
✗ AGAINSTCEO
Vipin K. Garg, Ph.D.
Total Comp
$8,026,590
Prior Support
69%%
Altimmune's prior Say on Pay vote received only 69% support in September 2025 (and 63% the year before), both below the 70% threshold that triggers a No vote if no meaningful structural changes are made — the company engaged shareholders and added some disclosure, but the core program structure (no performance-based equity, milestone-only bonuses) remains unchanged. The CEO received over $8 million in total reported pay in a year when the stock fell 41% and sits 67% below where it was three years ago, while the annual cash bonus was paid out at 97.5% of target based on clinical trial milestones that do not directly translate into shareholder returns — the incentive structure is effectively rewarding activity rather than value creation. Additionally, all equity awards are time-vesting only (stock options and restricted stock units with no performance conditions), meaning executives receive their equity regardless of stock price outcomes, which fails the basic test of aligning executive pay with shareholder experience.
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 for 2025 and zero in non-audit fees (tax fees were $0 in 2025, down from $71,310 in 2024), so the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. E&Y is a Big 4 firm appropriate for a company of Altimmune's size, there are no disclosed restatements, and auditor tenure is not stated in the proxy (the policy requires confirmed data to trigger a No vote on tenure grounds, so no trigger fires).
Overall Assessment
Altimmune's 2026 annual meeting is dominated by a severe stock performance problem: the company's shares have lost 67% over three years while its own peer group gained 36%, a gap that triggers Against votes for seven of nine director nominees and reinforces an Against vote on executive pay where the CEO collected over $8 million in a year the stock fell 41%. The administrative proposals (auditor ratification, authorized share increase, ESPP replenishment, and adjournment) are all straightforward and merit For votes.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing