Jerome Durso
AltimmuneAbout Jerome Durso
Jerome Durso (58) is an independent director and Chairman of the Board of Altimmune, appointed Chairman on August 12, 2025 and serving on the Board since February 2025. He is a commercial-stage pharmaceutical executive with 30+ years leading global operations; prior roles include CEO and director of Intercept Pharmaceuticals and senior commercial leadership at Sanofi, where he joined in 1993 and served as SVP/Chief Commercial Officer for the Global Diabetes Division before departing in 2015. He holds a BBA in Marketing from the University of Notre Dame.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intercept Pharmaceuticals | Chief Executive Officer and Director | Promoted in 2021; led through successful acquisition by Alfasigma | Built rare disease franchise; transformed corporate strategy and executed sale to Alfasigma. |
| Intercept Pharmaceuticals | Chief Operating Officer | 2017–2021 | Drove operations across therapeutic areas; prepared company for CEO transition. |
| Sanofi | SVP, Chief Commercial Officer – Global Diabetes Division | Up to 2015 | Led global commercial strategy in diabetes; brand, reimbursement, customer relationships. |
| Sanofi US Pharmaceuticals | SVP, Chief Commercial Officer | Up to 2015 | Managed U.S. commercial operations; broad marketing/sales leadership since joining in 1993. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intercept Pharmaceuticals | Director (while CEO) | Through company’s acquisition | Board service concurrent with CEO role; company subsequently acquired by Alfasigma. |
Board Governance
- Role: Chairman of the Board; independent director (Nasdaq independence affirmed for all non-employee directors).
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance Committees. Audit: Hodges (Chair), Gill, Sayare, Schafer; Compensation: Sohn (Chair), Jorkasky, Schafer, Hodges; Nominating: Pisano (Chair), Gill, Sohn, Lawver.
- Executive sessions: Independent directors meet in regularly scheduled executive sessions; the Chairman presides.
- Board activity and attendance: In FY 2024, Board held 10 meetings; committees held 11; each director attended at least 75% of applicable meetings. (Durso joined in 2025; attendance data pertains to 2024 directors.)
Fixed Compensation
| Position | 2025 Annual Cash Retainer (USD) |
|---|---|
| Board Member | $40,000 |
| Chairperson of the Board | $30,000 |
| Audit Committee Chairperson | $20,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Chairperson | $15,000 |
| Compensation Committee Member | $7,500 |
| Nominating & Corporate Governance Chairperson | $12,000 |
| Nominating & Corporate Governance Member | $6,000 |
Program administration: Retainers paid quarterly in arrears; directors reimbursed for reasonable out-of-pocket meeting expenses.
Performance Compensation
| Element | Structure | Vesting | Change-of-Control Terms |
|---|---|---|---|
| Annual Director Option Grant | Option to purchase a number of shares equal to the 62.5th percentile of peer group based on percentage ownership; granted immediately following each annual meeting | Vest in substantially equal monthly installments for 11 months; final one-twelfth vests on earlier of one-year anniversary or next annual meeting date | Vesting accelerates in full upon change in control; continued service required for vesting prior to acceleration. |
| Initial Option Award (new directors) | Two times the Annual Director Option Grant Amount at election to Board | Vest in equal monthly installments over 36 months from initial election date | Acceleration in full upon change in control. |
Other Directorships & Interlocks
| Relationship Type | Company/Institution | Nature | Governance Consideration |
|---|---|---|---|
| Shared prior employer with another director | Sanofi (Durso) and Sanofi Pasteur (Wayne Pisano was President & CEO) | Both held senior roles at Sanofi units | Potential network depth in commercial/vaccines; no related-party transaction disclosed for Durso. |
Expertise & Qualifications
- Commercial leadership across rare disease, mass market, specialty, and hospital therapeutic areas; track record at Intercept and Sanofi.
- Strategy and operations execution; transformed corporate strategy and led successful M&A outcome.
- Financial and enterprise risk understanding reflected in Board skills matrix (public company board, financial, C‑suite, commercial, M&A/BD, ERM).
- Education: BBA in Marketing, University of Notre Dame.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Composition/Notes |
|---|---|---|---|
| Jerome Durso | 13,572 | * (<1%) | Consists of shares acquirable upon exercise of outstanding options within 60 days of August 1, 2025. Outstanding shares at 8/1/2025: 88,199,152. |
| Policy on pledging/hedging | — | — | Insider trading policy expressly prohibits short sales, derivatives, hedging, and pledging; designed to align with shareholder interests. |
Say‑on‑Pay & Shareholder Feedback
| Metric | 2024 Annual Meeting (9/26/2024) | 2025 Annual Meeting (9/25/2025) |
|---|---|---|
| Votes For | 13,663,909 | 14,885,881 |
| Votes Against | 7,992,177 | 6,683,682 |
| Abstain | 235,923 | 267,424 |
| Broker Non‑Votes | 21,784,295 | 29,851,129 |
| Board engagement | Independent consultant Pearl Meyer used; outreach to ~12 large investors in 2025 to discuss executive compensation, governance, sustainability; feedback informed disclosures. |
Director Compensation (Program Details and Prior Year Reference)
| Item | 2024 Program | 2025 Program/Update |
|---|---|---|
| Committee Member Fees | Audit $9,000; Compensation $6,000; Nominating $5,000; Nominating Chair $10,000 | Audit $10,000; Compensation $7,500; Nominating $6,000; Nominating Chair $12,000 (effective Jan 1, 2025) |
| Equity Grant Type | Annual option grant (62.5th percentile peer-based ownership); new directors receive 2x Annual Director Option Grant at election | Same structure; vesting and change‑in‑control acceleration as described above |
| 2024 Director Compensation Table (Durso joined 2025) | Durso: — (joined Feb 2025); others’ cash and option award values disclosed | Program governs Durso’s 2025 grants post‑election (specific grant values not disclosed in proxy) |
Related Party Transactions and Conflicts
- Board independence determinations: All non‑employee directors (including Durso) determined independent; Board reviewed potential conflicts and concluded independence was not impaired.
- Disclosed transaction: Master Services Agreement with Inizio Evoke (communications services); payment of $300,000 in FY2024; relationship noted as director’s immediate family member at vendor; reviewed under related‑party policy. No Durso‑related transactions disclosed.
- Policy safeguards: Related Party Transaction Policy with Audit Committee review above thresholds; indemnification agreements for directors; Code of Ethics in place.
Risk Indicators & Red Flags
- Hedging/pledging prohibition reduces alignment risk; insider trading policy filed and enforced.
- Clawback policy adopted, compliant with Nasdaq rules; applies to erroneously awarded compensation tied to financial measures.
- Say‑on‑pay support is positive but not overwhelming; board conducted investor outreach to address feedback.
- Section 16 compliance: For 2024, all required insider reports were filed timely; indicates process discipline.
Governance Assessment
- Positives: Independent Chairman (Durso); majority‑independent Board; robust committee structure; regular executive sessions led by Chair; prohibition on hedging/pledging; clawback policy; use of independent compensation consultant (Pearl Meyer).
- Neutral/Watch: Director equity comp relies on options (ownership-based percentile methodology), which can amplify risk sensitivity; absence of disclosed director stock ownership guidelines in proxy could be a gap in alignment disclosure.
- Conflicts: No Durso‑specific related‑party transactions disclosed; one vendor relationship tied to another director’s family reviewed and disclosed; independence affirmed.
Key Voting and Tenure Data
| Item | 2024 | 2025 |
|---|---|---|
| Board size | 8 directors (Drutz not standing for re‑election) | 10 directors (including Durso and Lawver) |
| Durso Election Vote (Proposal 1) | N/A (joined 2025) | For: 20,607,586; Withhold: 1,229,401; Broker Non‑Votes: 29,851,129 |
| Auditor ratification (E&Y) | For: 43,204,496; Against: 315,411; Abstain: 156,397 | For: 48,959,891; Against: 1,355,769; Abstain: 1,372,456 |
Notes: Record dates, quorum and meeting logistics disclosed in proxies; 2025 record date had 88,257,253 shares outstanding; quorum achieved at ~58.6% of outstanding.
