☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 | ||
Altimmune, Inc.
☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: | ||||
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Altimmune, Inc.
910 Clopper Road, Suite 201S
Gaithersburg, Maryland, 20878
16, 2021
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https://www.cstproxy.com/altimmune/2021. 2021; 16, 2021
910 Clopper Road, Suite 201S
Gaithersburg, Maryland208782020
2021 ANNUAL MEETING OF STOCKHOLDERS20202021 Annual Meeting of Stockholders (the “AnnualMeeting”) of Altimmune, Inc., a Delaware corporation (the “Company”), will be held on Thursday, September 24, 2020,23, 2021, at 10:008:30 a.m., Eastern Time. The Annual Meeting will be held virtually, conducted via live webcast. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/ALT2020.20212022 Annual Meeting of Stockholders;2020;2020.2021. You have the right to receive this Notice and vote at the Annual Meeting if you were a stockholder of record at the close of business on August 10, 2019.2021. All stockholders as of the record date, or their duly appointed proxies, may attend the meeting virtually. In order to be able to attend the meeting, you will need the 16-digit12-digit control number, which is located on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.https://www.cstproxy.com/altimmune/2021. Please remember that your shares cannot be voted unless you cast your vote by one of the following methods: (1) vote via the Internet or call the toll-free number as indicated on the proxy card; (2) sign and return a paper proxy card; or (3) vote at the Annual Meeting via the internet.By Order of the Board of Directors, Vipin K. Garg, Ph.D.Chief Executive Officer
August 21, 2020
1 1 2 2 3 3 7 6 8 7 14 13 18 18 21 21 22 22 23 23 25 25 27 26 34 34 35 35 35
2020
https://www.cstproxy.com/altimmune/2021. https://www.cstproxy.com/ another proxy bearing a later date; (3) attending the virtual Annual Meeting and voting via the internet during the Annual Meeting; or (4) giving written notice revoking the proxy to our Corporate Secretary at Altimmune, Inc., 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878.32,911,83339,705,884 shares of Common Stock were outstanding and entitled to be voted at the Annual Meeting.23, 202022, 2021 in order for them to be counted at the Annual Meeting.www.virtualshareholdermeeting.com/ALT2020.www.virtualshareholdermeeting.com/ALT2020.https://www.cstproxy.com/altimmune/2021. The webcast will start at 10:008:30 a.m. Eastern Time on September 24, 2020.23, 2021. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit12-digit control number, which is located on your proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.www.virtualshareholdermeeting.com/ALT2020.
the affirmative vote of a majority of the votes cast is required to approve each of these proposals. This means that the number of shares voted “for” the proposal must exceed the number of shares voted “against” the proposal. Abstentions and broker non-votes are not considered votes cast for the forgoing purpose, and will have no effect on Proposal 3. Proposal 2 and Proposal 4 are considered “routine” for these purposes. Therefore, if your shares are held by your bank, broker or other nominee in street name and you do not vote your shares, your bank, broker or other nominee may vote your shares on Proposal 2 and Proposal 4. Accordingly, abstentions will have no effect on Proposal 2 or Proposal 4 and there will be no broker non-votes on these proposals.
Merger
Except where the context indicates otherwise, references to “we,” “us,” “our,” “Altimmune” or the “Company” refer, for periods prior to the completion of the Altimmune Mergers,Merger, to Private Altimmune and its subsidiaries, and for periods following the completion of the MergersMerger to the combined company and its subsidiaries.
INNISFREE M&A INCORPORATED
Stockholders call toll free: (888)
Banks and brokers call collect: (212) 750-5833Phone: (917) 262-2373
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,
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Mitchel Sayare, Director since April 2010 | | | Mitchel Sayare, |
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| Vipin K. Garg, Ph.D. Director since November 2018 | | | Vipin K. Garg, Ph.D. | |
| | | | products including Adzenys |
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| David J. Drutz, M.D. Director Since May 2017 | | | David J. Drutz, M.D. ( | |
| | | | San Antonio. Dr. Drutz received his M.D. from the University of Louisville School of Medicine and postgraduate training in internal medicine and infectious diseases at Vanderbilt University School of Medicine, serving subsequently as a research medical officer in the U.S. Navy (LCDR, USNR). He is certified by the American Board of Internal Medicine; a fellow of the American College of Physicians and the Infectious Diseases Society of America; a member of Alpha Omega Alpha, the American Society of Clinical Oncology and the American Society for Clinical Investigation; and the author of more than 200 peer-reviewed publications in the area of infectious diseases. We believe Dr. Drutz’s significant experience in biotechnology investment and as a physician make him well qualified to serve as a member of our Board of Directors. |
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| John Director since August 2004 | | | John |
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| Philip Director since May 2017 | | | Philip | |
| | | | member of our Board of Directors. | |
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| Wayne Pisano Director since August 2018 | | | WaynePisano | |
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Diane Jorkasky, M.D. Director since May 2020 | | | Diane Jorkasky, M.D. |
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| Klaus Director since July 2012 | | | BrigadierGeneral | |
| | | | Directors since July 2012. Dr. Schafer has over 35 years of healthcare leadership experience, having held senior positions in government and industry. He previously held the position of Deputy Assistant to the Secretary of Defense for chemical and biological defense, overseeing the Department’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development against biothreats. He retired from the Air Force as a Brigadier General in the role of Assistant Surgeon General for medical readiness, science and technology. He has managed all aspects of large integrated health care delivery systems, from clinical care, to running clinics and hospitals, managing budgets, professional staffs and large science and technology portfolios. He has private sector business experience in imaging technology, as CEO and co-founder of TessArae LLC, a biotech medical device company. Most recently he held the position of Chief Medical Officer and client executive for health at CACI International, an information technology company. He has been an independent consultant since 2002 and has served as advisory board member to a number of biotech and health related companies. Dr. Schafer earned his Doctor of Medicine and Surgery at the University of Iowa, medical boards in family practice and aerospace medicine in the Air Force, a Master of Public Health at the University of Texas, and a Master of Science at the Dwight D. Eisenhower School of National Security and Resource Strategy. We believe Dr. Schafer’s broad experience base relevant to Altimmune’s core technology makes him well qualified to serve as a member of our Board of Directors. | |
How nominees to our Board are selected
Governance Committee currently consists of Messrs. Pisano (Chair) and Gill and Dr. Drutz. The Board has determined that each member of the Nominating and Corporate Governance Committee is an independent director in accordance with Nasdaq listing standards.
directors recommended for election.
Policy on Trading, Pledging and Hedging of Company Stock
2020
Name | | | Fees earned or paid in cash ($) | | | Stock Awards ($)(1)(2) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
Mitchel Sayare, Ph.D.(3) | | | | | 70,000 | | | | | | 232,277 | | | | | | 244,517 | | | | | | — | | | | | | — | | | | | | — | | | | | | 546,794 | | |
David J. Drutz, M.D.(4) | | | | | 56,000 | | | | | | 154,852 | | | | | | 244,517 | | | | | | — | | | | | | — | | | | | | — | | | | | | 455,369 | | |
John M Gill(5) | | | | | 51,500 | | | | | | 154,852 | | | | | | 244,517 | | | | | | — | | | | | | — | | | | | | — | | | | | | 450,869 | | |
Philip L. Hodges(6) | | | | | 60,000 | | | | | | 154,852 | | | | | | 244,517 | | | | | | — | | | | | | — | | | | | | — | | | | | | 459,369 | | |
Wayne Pisano(7) | | | | | 57,500 | | | | | | 154,852 | | | | | | 244,517 | | | | | | — | | | | | | — | | | | | | — | | | | | | 456,869 | | |
Diane K. Jorkasky, M.D.(8) | | | | | 28,104 | | | | | | — | | | | | | 191,158 | | | | | | — | | | | | | — | | | | | | — | | | | | | 219,262 | | |
Klaus O. Schafer, M.D., MPH(9) | | | | | 52,500 | | | | | | 154,852 | | | | | | 244,517 | | | | | | — | | | | | | — | | | | | | — | | | | | | 451,869 | | |
Name (1) | Fees earned or paid in cash ($) (2) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Mitchel Sayare, Ph.D. | 65,000 | — | 56,888 | — | — | — | 121,888 | |||||||||||||||||||||
David J. Drutz, M.D. | 54,500 | — | 37,925 | — | — | — | 92,425 | |||||||||||||||||||||
John M. Gill | 47,500 | — | 37,925 | — | — | — | 85,425 | |||||||||||||||||||||
Philip L. Hodges | 58,000 | — | 37,925 | — | — | — | 95,925 | |||||||||||||||||||||
Klaus O. Schafer, M.D., MPH | 48,000 | — | 37,925 | — | — | — | 85,925 | |||||||||||||||||||||
Wayne Pisano | 55,000 | — | 37,925 | — | — | — | 92,925 |
(3) As of December 31, 2020, Dr. Sayare held unexercised options to purchase an aggregate of 57,401 shares of the Common Stock of the Company. (4) As of December 31, 2020, Dr. Drutz held unexercised options to purchase an aggregate of 46,654 shares of the Common Stock of the Company. (5) As of December 31, 2020, Mr. Gill held unexercised options to purchase an aggregate of 46,234 shares of the Common Stock of the Company. 16 (6) As of December 31, 2020, Mr. Hodges held unexercised options to purchase an aggregate of 46,167 shares of the Common Stock of the Company. (7) As of December 31, 2020, Mr. Pisano held unexercised options to purchase an aggregate of 45,500 shares of the Common Stock of the Company. (8) As of December 31, 2020, Dr. Jorkasky held unexercised options to purchase an aggregate of 49,500 shares of the Common Stock of the Company. (9) As of December 31, 2020, Dr. Schafer held unexercised options to purchase an aggregate of 46,506 shares of the Common Stock of the Company. 17 |
2021.
Fee Category | 2019 | 2018 | ||||||
Audit Fees (1) | $ | 670,267 | $ | 848,772 | ||||
Audit Related Fees (2) | $ | — | $ | — | ||||
Tax Fees (3) | $ | 25,000 | $ | 152,328 | ||||
All Other Fees | $ | — | $ | — | ||||
Total | $ | 695,267 | $ | 1,000,100 |
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Fee Category | | | 2020 | | | 2019 | | ||||||
Audit Fees(1) | | | | $ | 886,499 | | | | | $ | 670,267 | | |
Tax Fees(2) | | | | | — | | | | | | 25,000 | | |
Total | | | | $ | 886,499 | | | | | $ | 695,267 | | |
than Mr. Gill due to his prior service as Chief Executive Officer as PharmAthene. As three years have passed since Mr. Gill’s service as Chief Executive Officer, Mr. Gill has since been determined to be independent . The Audit Committee is currently composed of Messrs. Hodges (Chair), Gill and Pisano and Dr. Schafer. Each current member of the Audit Committee is independent, as independence is defined for purposes of Audit Committee membership by the listing standards of Nasdaq and the applicable rules and regulations of the SEC. The Board has determined that each member of the Audit Committee in 20192020 was
February 25, 2021.
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Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | ||||||
5% or Greater Stockholders: | ||||||||
Venrock Funds (1) | 4,500,000 | 13.64 | % | |||||
Directors and Named Executive Officers: | ||||||||
Vipin K. Garg, Ph.D. (2) | 471,467 | 1.4 | % | |||||
William Brown (3) | 61,606 | * | ||||||
David J. Drutz, M.D. (4) | 39,090 | * | ||||||
William Enright (5) | 12,195 | * | ||||||
John M. Gill (6) | 40,358 | * | ||||||
Philip L. Hodges (7) | 56,973 | * | ||||||
M. Scot Roberts, Ph.D. (8) | 40,686 | * | ||||||
Mitchel Sayare, Ph.D. (9) | 58,264 | * | ||||||
Klaus O. Schafer, M.D., MPH (10) | 38,056 | * | ||||||
Sybil Tasker, M.D., M.P.H. (11) | 3,000 | * | ||||||
Wayne Pisano (12) | 38,850 | * | ||||||
Diane Jorkasky, M.D. (13) | 4,444 | * | ||||||
M. Scott Harris, M.D., MPH (14) | 34,834 | * | ||||||
All Executive Officers and Directors As a Group (12 persons) (15) | 910,273 | 2.7 | % |
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* Represents beneficial ownership of less than one percent of Altimmune’s outstanding Common Stock. (1) Consists of 3,500,000 shares of Common Stock held by Venrock Healthcare Capital Partners II, L.P., (2) Consists of 190,956 shares of Common Stock, 107,636 restricted shares of Common Stock over which Dr. Garg has voting control and 288,697 shares of Common Stock which can be acquired upon exercise of outstanding options within 60 days of August 1, 2021. 23 (3) Consists of 17,721 shares of Common Stock, and 83,708 shares of Common Stock which can be acquired upon exercise of outstanding options within 60 days of August 1, 2021. (4) Consists of 11,611 shares of Common Stock, 15 shares of Common stock owned by his spouse and 74,686 shares of Common Stock which can be acquired upon exercise of outstanding options within 60 days of August 1, 2021. (5) Consists of 5,762 shares of Common Stock and 79,083 shares of Common Stock which can be acquired upon exercise of outstanding options within 60 days of August 1, 2021. (6) Consists of 26,363 shares of Common Stock and 57,334 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of August 1, 2021. (7) Consists of 26,579 shares of Common Stock and 46,167 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of August 1, 2021. (8) Consists of 17,936 shares of Common Stock and 46,654 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of August 1, 2021. (9) Consists of 8,900 shares of Common Stock and 46,506 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of August 1, 2021. (10) Consists of 8,199 shares of Common Stock and 46,167 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of August 1, 2021. (11) Consists of 8,498 shares of Common Stock and 45,500 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of August 1, 2021. (12) Consists of 27,278 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of August 1, 2021. (13) Includes 322,540 shares of Common Stock held by the Company’s current directors and executive officers, 107,636 restricted shares of Common Stock over which the Company’s current directors and executive officers have voting control and 841,780 shares of Common Stock that can be acquired by the Company’s current directors and executive officers upon the exercise of outstanding options within 60 days of August 1, 2021. 24 |
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Vipin K. Garg, Ph.D. | | | | 64 | | | | President, Chief Executive Officer, and Director | | |
William Brown | | | | 39 | | | | Chief Financial Officer | | |
M. Scot Roberts, Ph.D. | | | | 62 | | | | Chief Scientific Officer | | |
M. Scott Harris, M.D. | | | | 68 | | | | Chief Medical Officer | |
(Mytesi®(Mytesi®), the first Phase 2/3 adaptive trial design resulting in a drug approval. Earlier in his career he held senior roles in global clinical development and medical affairs at Otsuka Pharmaceuticals and Abbott. He sits on the faculty of Georgetown University School of Medicine as an Adjunct Professor, where he directs a course on drug development under a grant from the NIH. Dr. Harris has been a consultant on third-world drug development for the Bill and Melinda Gates Foundation and
a speaker at national and international forums on drug development. Dr. Harris has an M.D. from Harvard Medical School and an MS in Administrative Medicine and Population Health from the University of Wisconsin Medical School. His post-graduate training includes residencies at John Hopkins Hospital and the University of Pennsylvania, and a Gastroenterology and Hepatology Fellowship at the Yale University School of Medicine.
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Sybil Tasker, M.D., MPH, our former Chief Medical Officer (2);
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Employee Benefits
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($)(2) | | | Total ($) | | |||||||||||||||||||||||||||
Vipin K. Garg, Ph.D. | | | | | 2020 | | | | | | 514,375 | | | | | | — | | | | | | — | | | | | | 536,705 | | | | | | 354,063 | | | | | | — | | | | | | 29,258 | | | | | | 1,434,401 | | |
Chief Executive Officer | | | | | 2019 | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 248,016 | | | | | | — | | | | | | 66,631 | | | | | | 814,647 | | |
William M. Brown, CPA(3) | | | | | 2020 | | | | | | 339,488 | | | | | | — | | | | | | — | | | | | | 92,991 | | | | | | 169,950 | | | | | | — | | | | | | 19,678 | | | | | | 622,106 | | |
Chief Financial Officer | | | | | 2019 | | | | | | 192,500 | | | | | | — | | | | | | — | | | | | | 151,564 | | | | | | 89,627 | | | | | | — | | | | | | 190,656 | | | | | | 624,347 | | |
M. Scot Roberts, Ph.D. | | | | | 2020 | | | | | | 348,583 | | | | | | — | | | | | | — | | | | | | 92,991 | | | | | | 175,000 | | | | | | — | | | | | | 11,400 | | | | | | 627,974 | | |
Chief Scientific Officer | | | | | 2019 | | | | | | 316,000 | | | | | | — | | | | | | — | | | | | | 85,605 | | | | | | 33,831 | | | | | | — | | | | | | 12,825 | | | | | | 448,261 | | |
M. Scott Harris, M.D.(4) | | | | | 2020 | | | | | | 377,092 | | | | | | — | | | | | | — | | | | | | 92,991 | | | | | | 188,700 | | | | | | — | | | | | | 11,400 | | | | | | 670,183 | | |
Chief Medical Officer | | | | | 2019 | | | | | | 115,032 | | | | | | — | | | | | | — | | | | | | 171,325 | | | | | | 95,318 | | | | | | — | | | | | | 1,233 | | | | | | 382,908 | | |
Sybil Tasker, M.D., MPH(5) | | | | | 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Former Chief Medical Officer | | | | | 2019 | | | | | | 203,500 | | | | | | — | | | | | | — | | | | | | 146,103 | | | | | | — | | | | | | — | | | | | | 6,912 | | | | | | 356,515 | | |
Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (2) | Total ($) | |||||||||||||||||||||||
Vipin K. Garg, Ph.D. | 2019 | 500,000 | — | — | — | — | — | 66,631 | 566,631 | |||||||||||||||||||||||
Chief Executive Officer (3) | 2018 | 43,590 | 100,000 | 1,159,236 | 887,107 | — | — | 31 | 2,189,964 | |||||||||||||||||||||||
William Brown (5) | 2019 | 192,500 | 60,000 | — | 151,564 | — | — | 190,656 | 594,720 | |||||||||||||||||||||||
Chief Financial Officer | 2018 | — | — | — | — | — | — | 216,000 | 216,000 | |||||||||||||||||||||||
M Scott Harris, M.D. (4) | 2019 | 115,032 | — | — | 171,325 | — | — | 1,233 | 287,590 | |||||||||||||||||||||||
Chief Medical Officer | 2018 | — | — | — | — | — | — | �� | — | — | ||||||||||||||||||||||
William Enright (6) | 2019 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||
Former Chief Executive Officer | 2018 | 410,667 | 184,800 | — | 34,463 | — | — | 7,776 | 637,706 | |||||||||||||||||||||||
Elizabeth A. Czerepak (7) | 2019 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||
Former Chief Financial Officer | 2018 | 126,923 | — | — | — | — | — | 5,076 | 131,999 | |||||||||||||||||||||||
Sybil Tasker (8) | 2019 | 203,500 | 170,190 | — | 146,103 | — | — | 6,912 | 463,705 | |||||||||||||||||||||||
Former Chief Medical Officer | 2018 | 397,000 | 125,055 | — | 16,705 | — | — | 7,571 | 546,331 |
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A grant, pursuant to the Company’s 2017 Omnibus Incentive Plan, of an incentive stock option (the “Incentive Stock Option”) to purchase 111,421 shares of the Company’s Common Stock with a grant-date fair value of $400,000. The Incentive Stock Option has an exercise price of $3.59. One-fourth of the shares underlying the Incentive Stock Option will vest on the first anniversary of the Grant Date (the “First Vesting Date”), and thereafter 1/48th of the shares underlying the Incentive Stock Option will vest monthly commencing on January 1, 2020, such that the shares underlying the Incentive Stock Option will be fully vested on December 1, 2022, in each case, generally subject to Dr. Garg’s employment with the Company through the applicable vesting date.
is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives. In addition, during the term of Mr. Brown’s employment, so long as Mr. Brown’s primary residence is located within 50 miles of his current residence in Highlands Ranch, Colorado, the Company will reimburse Mr. Brown an amount not to exceed $18,000 during any 12-month period to cover Mr. Brown’s commuting expenses, which amount will be grossed up for taxes.
any unpaid prior year’s annual bonus. If such employment termination or resignation occurs within the one-year period following a change in control, he would be entitled to receive a severance amount equal to the sum of 12 months of his base salary plus his target annual discretionary incentive bonus for the year of termination, six months of continued coverage under the health insurance plans in which he participates at the time of termination, payment of any unpaid prior year’s annual bonus and, all of his outstanding unvested equity awards will become vested. The agreement also provides that if any payments, whether under the agreement or otherwise, payable to him would be subject to the golden parachute excise tax under Section 4999 of the Code, such payments will be reduced to the extent necessary to avoid the excise tax if doing so would result in a greater net after tax payment to the him. Dr. Harris is required to execute and not revoke a release of claims in Altimmune’s favor in order to be eligible to receive the severance payments and benefits.
Employment Agreement with Sybil Tasker, M.D., MPH
The Company entered into an employment agreement with Sybil Tasker, M.D., MPH, the Chief Medical Officer. Upon the closing of the Mergers, the agreement have become agreements of the Company. The agreement provided for an initial term that expired on December 31, 2017. However, unless either party elects not to renew the agreement by providing at least 90 days prior notice to the other party, the agreement will automatically renew for successive
The agreement provided Dr. Tasker with an initial base salary of $290,000, which was most recently increased to $397,000 on January 1, 2018. In addition, Dr. Tasker was initially was to receive an annual discretionary incentive bonus of up to 30% of her respective base salary based on achievement of performance goals previously established by the Compensation Committee. Dr. Tasker is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives.
If, prior to a “change in control” (as defined in the employment agreement), the Company terminates the employment of Dr. Tasker without “cause” or if such she resigns for “good reason” (as defined below), in addition to accrued benefits (to which she is entitled on any termination of employment), Dr. Tasker will be entitled to receive severance equal to six months of base salary continuation payments, six months of continued coverage under the health insurance plans in which the executive participated at the time of the termination and payment of any unpaid prior year’s annual bonus. If such employment termination or resignation occurs within the one-year period following a change in control, she would be entitled to receive a severance amount equal to the sum of 12 months of her base salary plus her target annual discretionary incentive bonus for the year of termination, six months of continued coverage under the health insurance plans in which she participates at the time of termination, payment of any unpaid prior year’s annual bonus and, all of her outstanding unvested equity awards will become vested. The agreement also provides that if any payments, whether under the agreement or otherwise, payable to her would be subject to the golden parachute excise tax under Section 4999 of the Code, such payments will be reduced to the extent necessary to avoid the excise tax if doing so would result in a greater
net after tax payment to the her. Dr. Tasker is required to execute and not revoke a release of claims in Altimmune’s favor in order to be eligible to receive the severance payments and benefits.
Under the agreement with Dr. Tasker, “cause” generally means her (i) material breach of her fiduciary duties to us, (ii) material breach of the agreement, (iii) willful failure or refusal to follow Altimmune’s written policies, (iv) conviction of, or plea of guilty or nolo contendere to, a felony or (v) continuing and willful failure to act as directed by Altimmune’s board of directors or its chief executive officer. Under the agreement, “good reason” generally means (i) a reduction in the Dr. Tasker’s base salary or target annual bonus opportunity, (ii) a material diminution in authority, duties or responsibilities or (iii) a relocation of her principal place of employment more than 50 miles from Gaithersburg, Maryland.
Under the agreement, Dr. Tasker is subject to restrictive covenants during the term of her employment and for a period of six months following termination of employment. In particular, she is prohibited from soliciting the Company’s customers, clients and employees and from engaging in sales, marketing or related activities on the executive’s behalf or another entity that directly competes with the Company. Dr. Tasker resigned as the Chief Medical Officer effective June 30, 2019.
Outstanding Equity Awards at 20192020 Fiscal Year-End
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | ||||||||||||
Vipin K. Garg, Ph.D. | | | | | 55,710 | | | | 55,711(1) | | | | | — | | | | | | 3.59 | | | | | | 11/30/2028 | | |
| | | | | 110,149 | | | | 101,337(1) | | | | | — | | | | | | 3.59 | | | | | | 11/30/2028 | | |
| | | | | — | | | | 149,500(2) | | | | | — | | | | | | 1.92 | | | | | | 1/2/2030 | | |
William M. Brown, CPA | | | | | 30,000 | | | | —(3) | | | | | — | | | | | | 2.60 | | | | | | 1/2/2024 | | |
| | | | | 18,750 | | | | 31,250(4) | | | | | — | | | | | | 2.34 | | | | | | 6/10/2029 | | |
| | | | | — | | | | 61,400(2) | | | | | — | | | | | | 1.92 | | | | | | 1/2/2030 | | |
M. Scot Roberts, Ph.D. | | | | | 375 | | | | —(5) | | | | | — | | | | | | 401.10 | | | | | | 4/8/2026 | | |
| | | | | 299 | | | | —(5) | | | | | — | | | | | | 77.40 | | | | | | 12/4/2024 | | |
| | | | | 299 | | | | —(5) | | | | | — | | | | | | 17.40 | | | | | | 12/5/2023 | | |
| | | | | 1,361 | | | | 306(6) | | | | | — | | | | | | 74.40 | | | | | | 9/22/2027 | | |
| | | | | 1,152 | | | | 515(7) | | | | | — | | | | | | 13.35 | | | | | | 5/21/2028 | | |
| | | | | 15,625 | | | | 14,375(8) | | | | | — | | | | | | 2.60 | | | | | | 1/2/2029 | | |
| | | | | 16,625 | | | | 21,375(9) | | | | | — | | | | | | 2.95 | | | | | | 3/26/2029 | | |
| | | | | — | | | | 61,400(2) | | | | | — | | | | | | 1.92 | | | | | | 1/2/2030 | | |
M. Scott Harris, M.D. | | | | | 33,437 | | | | 73,563(10) | | | | | — | | | | | | 2.13 | | | | | | 9/9/2029 | | |
| | | | | — | | | | 61,400(2) | | | | | — | | | | | | 1.92 | | | | | | 1/2/2030 | | |
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | |||||||||||||
Vipin K. Garg, Ph.D. | 27,855 | 83,566 | (1) | — | 3.59 | 11/30/2028 | ||||||||||||
57,277 | 154,209 | (1) | — | 3.59 | 11/30/2028 | |||||||||||||
William Brown | 30,000 | — | (2) | — | 2.60 | 1/2/2029 | ||||||||||||
— | 50,000 | (3) | — | 2.34 | 6/10/2029 | |||||||||||||
M. Scott Harris, M.D. | — | 107,000 | (4) | — | 2.13 | 9/9/2029 | ||||||||||||
Sybil Tasker, M.D., MPG | — | — | (5) | — | — | — |
(8) 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. (9) This option was granted on March 26, 2019, and 25% became vested and exercisable on the first 32 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. (10) 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. 33 |
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The description of our common stock set forth in the registration statement on Form 8-A registering our Common Stock under Section 12 of the Exchange Act, which was filed with the SEC on May 4, 2017, including any amendments or reports filed for purposes of updating such description.