Catherine Sohn
AltimmuneAbout Catherine Sohn
Catherine Sohn, Pharm.D. (age 72) has served as an independent director of Altimmune since March 2023; she chairs the Compensation Committee and sits on the Nominating and Corporate Governance Committee. Her background spans senior leadership at GlaxoSmithKline Consumer Healthcare and SmithKline Beecham (strategic product development, commercialization, and business development), and she has extensive public company board experience across commercial- and clinical-stage biopharma. Education credentials include a Pharm.D. from UCSF, governance certificates from Harvard Business School, Wharton, UC Berkeley Law (ESG), Stanford Directors College, and she is an Adjunct Professor at UCSF and a Certified Licensing Professional Emeritus .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline Consumer Healthcare | Senior Vice President, Worldwide Business Development; member Global Executive Committee | Not disclosed | Led U.S. and global transactions and strategic BD |
| SmithKline Beecham Pharmaceuticals | Vice President, Strategic Product Development (Cardiovascular, Pulmonary & Metabolic) | Not disclosed | Pre-launch planning and U.S. commercialization for a billion-dollar neuroscience product; Global CNS Product Strategy Team |
| SmithKline Beecham U.S. Vaccine Business | Founder/Leader | Not disclosed | Built team; led pre-launch planning and commercialization of first SB U.S. vaccine; member International Vaccine Steering Committee |
| Sohn Health Strategies | President (advisor to CEOs/boards) | Post-GSK | Strategy, product development, partnering/M&A, commercialization, culture |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maze Therapeutics (NASDAQ: MAZE) | Director | Since 2021 | — |
| Jazz Pharmaceuticals | Director | 2012–July 2024 | Served as Chair of Compensation and Nom/Gov Committees; member Audit and R&D/Transaction committees (at public biopharma companies) |
| Rubius Therapeutics | Director | 2018–2023 | — |
| Axcella Health | Director | Jan 2019–Feb 2023 | — |
| Academic | Adjunct Professor, UCSF | — | — |
Note: The proxy aggregates committee roles across public biopharma boards rather than assigning to specific companies .
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined she meets Nasdaq independence standards; independence reaffirmed after reviewing her Feb 6, 2025 consulting agreement with Altimmune (Board concluded it did not impair independence) .
- Attendance: In FY2024, the Board met 10 times and committees met 11 times; each director attended at least 75% of applicable meetings, and all directors recommended for election attended the 2024 annual meeting. Independent directors hold regular executive sessions quarterly without management .
- Board skills matrix: Public Company Board Experience; Prior C-suite experience; Late-stage clinical development/regulatory approvals; Commercial experience; M&A/Business Development; Enterprise Risk Management .
- Governance policies relevant to alignment and risk: Code of Ethics; insider trading policy prohibiting short sales, derivative transactions, hedging, and pledging; Compensation Recovery (Clawback) Policy compliant with Nasdaq rules .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $40,000 | $40,000 | Paid quarterly in arrears |
| Chairperson of the Board fee | $30,000 | $30,000 | — |
| Audit Committee – Chair | $20,000 | $20,000 | — |
| Audit Committee – Member | $9,000 | $10,000 | Increase approved in Sept 2024 (effective Jan 1, 2025) |
| Compensation Committee – Chair | $15,000 | $15,000 | Sohn is Chair |
| Compensation Committee – Member | $6,000 | $7,500 | Increase effective 2025 |
| Nominating & Corporate Governance – Chair | $10,000 | $12,000 | Increase effective 2025 |
| Nominating & Corporate Governance – Member | $5,000 | $6,000 | Increase effective 2025 |
Director compensation (FY2024 actual for Sohn):
- Fees earned/paid in cash: $48,750; Option awards grant-date fair value: $185,239; Total: $233,989 (ASC 718) .
Performance Compensation
| Equity Element | Grant Practice | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Annual Director Option Grant | Options equal to 62.5th percentile of peer group based on percentage ownership, granted post-annual meeting | Monthly over 11 months; final 1/12 on earlier of 1-year anniversary or next annual meeting | All director options accelerate in full upon a change in control |
| Initial Director Option Grant | 2× Annual Director Option Grant Amount upon election | Equal monthly installments over 36 months post-election | Accelerates in full upon change in control |
- Independent compensation consultant: Pearl Meyer advises annually on director compensation and equity design; peer group and market benchmarking used .
No performance metrics (e.g., TSR, EBITDA targets) are tied to director compensation; equity is time-vested options per the director program .
Other Directorships & Interlocks
| Relationship | Detail | Implications |
|---|---|---|
| Related-party vendor | Inizio Evoke Communications (12-month communications services; $300,000 paid in 2024). Dr. Sohn’s daughter is an EVP at Evoke Kyne, a division of Inizio Evoke potentially involved in services . | Potential perceived conflict; transactions reviewed under Related Party Transaction Policy; Audit Committee oversight . |
| Consulting arrangement | Dr. Sohn entered into a consulting agreement with Altimmune on Feb 6, 2025 . | Board reviewed and affirmed independence; monitoring advisable given Compensation Chair role . |
Expertise & Qualifications
- Strategic product development, U.S. and global commercialization, and business development from GSK/SmithKline Beecham; founding and commercialization of SB’s U.S. vaccine business .
- Extensive public company board experience with committee leadership (Compensation, Nominating/Governance) and membership (Audit, R&D/Transaction) across biopharma .
- Education and governance training: Pharm.D. (UCSF); Corporate Directors Certificate (Harvard Business School); Certificates from Wharton and UC Berkeley Law (ESG); Stanford Directors College; Adjunct Professor (UCSF); Certified Licensing Professional Emeritus .
- Board skills: commercial, late-stage clinical/regulatory, M&A/BD, ERM; prior C-suite leadership .
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Catherine Sohn, Pharm.D. (as of Aug 1, 2025) | 1,000 | 114,117 | 115,117 | <1% (asterisk denotes <1%) |
Additional detail:
- As of Dec 31, 2024, held unexercised options totaling 108,000 shares (grant details unrevealed in director table) .
- Company policy prohibits hedging and pledging of Company stock for directors and officers .
Governance Assessment
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Strengths:
- Independent director with deep commercialization and BD expertise; serves as Compensation Chair and on Nom/Gov, aligning governance experience with committee leadership .
- Attendance met governance thresholds; participates in a board conducting regular executive sessions; robust governance policies (Code of Ethics, insider trading prohibitions, clawback) .
- Transparent director compensation with external benchmarking and clear vesting structures .
-
Watch items / RED FLAGS:
- Consulting agreement with Altimmune (Feb 6, 2025) while serving as Compensation Chair—Board deemed independence intact, but the dual relationship warrants continued scrutiny for potential conflicts in pay decisions .
- Related-party transaction with Inizio Evoke (~$300,000 in 2024) linked to a family member’s employer; although subject to Audit Committee review, this is a notable conflict risk signal .
- Director equity fully accelerates on change in control; may be seen as entrenchment risk or misalignment if incentives favor transactions regardless of long-term value .
- Say-on-pay support dropped to 63.1% in 2024; as Compensation Chair, shareholder engagement and responsive changes are critical to restoring confidence (company reports outreach to ~12 large holders and openness to enhanced disclosure) .
-
Compensation Committee Practices:
- Composition: Sohn (Chair), Jorkasky, Schafer, Hodges; all independent, non-employee/outside directors; authority to retain independent compensation consultants; Pearl Meyer engaged annually; peer group tailored by stage/size .
- Investor feedback integration: Board acknowledged lower say-on-pay support and initiated targeted engagement; commitment to annual say-on-pay through at least 2029 frequency vote .
Overall, Dr. Sohn brings relevant expertise and governance leadership; investor-facing sensitivities include her concurrent consulting arrangement and a family-linked vendor relationship—both disclosed and overseen, but important to monitor for committee independence and investor optics .
