Diane Jorkasky
AltimmuneAbout Diane Jorkasky
Independent director since May 2020; age 73. M.D. (1977) from University of Pennsylvania; board certified in internal medicine, nephrology, and clinical pharmacology; faculty roles at UCSF and Uniformed Services University with prior appointments at Yale and UPenn. Career focus on clinical development, regulatory strategy, and translational medicine across emerging and large pharma; currently serves on the Compensation Committee at Altimmune.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Complexa Inc. | Executive Vice President, Chief Medical Officer, Head of Development | Jun 2014–Aug 2019 | Led clinical-stage development; regulatory and translational medicine leadership |
| Q Therapeutics, Inc. | Director | Sep 2013–Aug 2016 | Board oversight; neuro-focused biotech (private) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alzheon, Inc. (private) | Director | Since 2016 | Private biopharma focused on Alzheimer’s |
| University of California, San Francisco | Faculty | Ongoing | Academic appointment |
| Uniformed Services University | Faculty | Ongoing | Academic appointment |
| Connecticut Academy of Science and Technology | Member | Ongoing | Professional recognition |
Board Governance
- Independence: Board determined all non-employee directors, including Dr. Jorkasky, are independent under Nasdaq standards; only CEO is non-independent.
- Committees (current): Compensation Committee member; committee chaired by Dr. Sohn; other members include Dr. Schafer and Mr. Hodges.
- Attendance: In FY2024, Board held 10 meetings; committees held 11; each director attended ≥75% of meetings of the Board/committees on which they served.
- Executive sessions: Independent directors meet in regular executive sessions, generally quarterly; the Chairman presides.
Fixed Compensation
| Component | FY2024 Amount | FY2025 Policy Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | $40,000 |
| Compensation Committee member fee | $6,000 | $7,500 |
| Total cash fees received (FY2024) | $46,000 | N/A |
| Option awards (grant-date fair value, FY2024) | $185,239 | Annual option grant after each annual meeting; initial grants for new directors are 2× annual amount; vest monthly; accelerates on change in control |
| Total director compensation (FY2024) | $231,239 | N/A |
Additional board/committee retainer schedule (policy):
- Audit Committee member increased from $9,000 (2024) to $10,000 (2025); Compensation Committee member from $6,000 to $7,500; Nominating Committee member from $5,000 to $6,000; Nominating Chair from $10,000 to $12,000; Audit and Compensation Chairs unchanged at $20,000 and $15,000; Board Chair $30,000.
Performance Compensation
| Equity Term | Details |
|---|---|
| Annual Director Option Grant Amount | Sized to the 62.5th percentile of peer group based on percentage ownership; granted after the annual meeting. Options vest in substantially equal monthly installments over 11 months, with the remaining one-twelfth on the earlier of the one-year anniversary or next annual meeting; full vesting accelerates upon change in control; service-contingent vesting. |
| Grant Design | Options only (no RSUs disclosed for directors); time-based vesting; reimbursed reasonable expenses for meeting attendance. |
No performance metrics (e.g., TSR/EBITDA) are tied to director equity; awards are time-based.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Alzheon, Inc. | Private | Director | No ALT-related transactions disclosed; Alzheimer’s focus distinct from ALT’s MASH/obesity programs. |
| Q Therapeutics, Inc. | Private | Former Director | No current role; no ALT-related transactions disclosed. |
No current public company directorships disclosed.
Expertise & Qualifications
- Clinical leadership: Extensive executive experience in clinical development and regulatory strategy; translational medicine background.
- Board qualifications: Public company board experience noted in Board skills matrix; late-stage clinical development and regulatory approvals; risk management.
- Academic credentials: Faculty roles (UCSF and USU), prior appointments at Yale and UPenn; board certifications in internal medicine, nephrology, clinical pharmacology.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Notes |
|---|---|---|---|
| Diane K. Jorkasky, M.D. | 140,490 [options exercisable within 60 days] | <1% (*) | Beneficial ownership reported consists entirely of options exercisable within 60 days of Aug 1, 2025; no direct common shares disclosed. |
Company-wide hedging/derivative, short sales, and pledging prohibitions apply to directors via Insider Trading Policy.
Governance Assessment
-
Strengths
- Independence and committee role: Independent director with direct responsibility on the Compensation Committee—key for investor-aligned pay oversight.
- Attendance and engagement: ≥75% meeting participation; Board/committee cadence robust (10 Board, 11 committee meetings).
- Prudent equity practices: Time-based vesting, avoidance of grants around material disclosures, and explicit insider trading/hedging/pledging prohibitions; formal clawback policy (executive compensation) under Nasdaq rules enhances governance environment.
- Ownership alignment: Meaningful option holdings (140,490 exercisable) create economic exposure; director equity is standard and service-contingent.
-
Watch items and signals
- Say-on-pay support: 63.1% approval in 2024—well below typical biotech medians—prompted outreach to investors; as a Compensation Committee member, sustained improvements in disclosure and plan design may be expected.
- Change-in-control acceleration: Full acceleration of director options upon change in control is standard but can be viewed as entrenchment risk by some investors; monitor peer alignment and rationale disclosures.
- Related-party transactions: None disclosed for Dr. Jorkasky; broader board-related party review disclosed one engagement linked to another director’s family (marketing services), with Audit Committee oversight—no independence impairment concluded.
-
RED FLAGS
- Moderately low say-on-pay outcome (63.1%) indicates investor concern around executive pay structures and disclosure; heightened scrutiny of Compensation Committee oversight is warranted.
Notes on Company Governance Context
- Board independence majority; refreshed leadership with independent Chair (Durso) effective Aug 12, 2025; regular executive sessions of independent directors.
- Formal policies: Insider trading policy prohibits hedging/pledging/derivatives; clawback policy per Nasdaq.
- Director compensation market benchmarking by independent consultant (Pearl Meyer) with policy updates to committee fees effective Jan 1, 2025.
Overall, Dr. Jorkasky presents as a clinically seasoned, independent voice on the Compensation Committee with adequate meeting participation and standard equity alignment; the primary governance signal for investors is the 2024 say-on-pay result and ensuing engagement, which places emphasis on the committee’s responsiveness and disclosure enhancements.
