John Gill
AltimmuneAbout John M. Gill
John M. Gill, age 73, is an independent director of Altimmune and has served on the board since August 2004 (originally with PharmAthene prior to the 2017 merger) . He is a CPA with a B.A. in Accounting and Economics from Rutgers University and served in the U.S. Marine Corps . His background includes CEO roles and extensive operating, financial, and board experience in biopharma, qualifying him as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| PharmAthene, Inc. | President & CEO; Director | Mar 2015 – May 2017 | Led company until completion of merger with Altimmune |
| TetraLogic Pharmaceuticals | Co‑founder; President & CEO; Director | 2003 – 2013 | Public biopharma; founding and leadership experience |
| 3‑Dimensional Pharmaceuticals | EVP; COO; Director | Pre‑Mar 2003 | Company acquired by Johnson & Johnson in March 2003 |
| SmithKline Beecham/GlaxoSmithKline | R&D Executive Committee member; Chairman R&D Operating Committee; VP R&D Ops & Finance; Founding partner at SR One; COO SK&F Nova; Finance roles | Prior to 2003 | Senior leadership and investment roles across R&D and finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | None disclosed in proxy/IR materials beyond Altimmune board | — | — |
Board Governance
| Attribute | Details |
|---|---|
| Independence | The Board determined all non‑employee directors, including Gill, are independent under Nasdaq and applicable rules . |
| Committees | Audit Committee member; Nominating & Corporate Governance Committee member . |
| Chair roles | None (Audit Chair: Hodges; NCG Chair: Pisano) . |
| Financial Expert | Audit Committee financial expert designation for Gill by the Board . |
| Attendance | In FY2024, Board held 10 meetings and committees 11; each director attended ≥75% of their meetings; all directors attended the 2024 annual meeting . |
| Executive sessions | Independent directors meet in regular executive sessions; chaired by the Board Chair . |
Fixed Compensation
| Component | 2024 | 2025 Policy |
|---|---|---|
| Board retainer (cash) | $40,000 (included in $54,000 total fees) | $40,000 |
| Audit Committee member fee | $9,000 | $10,000 |
| Nominating & Corporate Governance member fee | $5,000 | $6,000 |
| Committee chair fees (if applicable) | None for Gill | NCG Chair $12,000 (not applicable to Gill) |
| Total fees earned (FY2024) | $54,000 | — |
Director compensation FY2024 summary:
| Name | Fees earned or paid in cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| John M. Gill | $54,000 | $185,239 | $239,239 |
Performance Compensation
| Item | Detail |
|---|---|
| Annual director equity | Annual stock option grant sized to the 62.5th percentile of peer group based on percentage ownership; granted after each annual meeting . |
| Vesting | Options vest in equal monthly installments over 11 months; final one‑twelfth vests on the one‑year anniversary or next annual meeting . |
| New director grant | Initial option award equal to 2× annual grant amount; vests monthly over 36 months . |
| Change‑of‑control | Director options accelerate in full upon a change in control . |
| FY2024 option award (fair value) | $185,239 for Gill . |
| Clawback policy | Company adopted a Nasdaq‑compliant clawback policy for executive compensation tied to financial measures; applies to current/former executive officers (not directors) . |
Other Directorships & Interlocks
| Category | Current | Prior |
|---|---|---|
| Public company boards | None disclosed | TetraLogic Pharmaceuticals (Director as well as CEO) |
| Private/non‑profit boards | Not disclosed | — |
Expertise & Qualifications
- CPA; B.A. in Accounting & Economics (Rutgers); U.S. Marine Corps service .
- Audit Committee financial expert; deep financial and operational oversight experience .
- Prior CEO and C‑suite leadership; public company board experience; skills matrix flags financial and late‑stage clinical/regulatory experiences among Board capabilities .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 154,767 shares (via options exercisable within 60 days of Aug 1, 2025) . |
| Ownership % of shares outstanding | <1% . |
| Direct common stock | Not disclosed for Gill; beneficial ownership reflects exercisable options within 60 days . |
| Unexercised options outstanding (12/31/2024) | 154,767 options . |
| Hedging/Pledging | Hedging and derivative transactions are expressly prohibited for directors; policy addresses risks of margin/pledging accounts . |
Governance Assessment
- Board effectiveness: Dual committee service (Audit; Nominating & Governance) with Audit financial expert status enhances oversight of reporting, controls, and board composition; attendance thresholds met in FY2024 indicate engagement .
- Independence and conflicts: Board affirmed independence; proxy discloses related‑party transaction screening with no Gill‑specific related‑party transactions; only RPT noted involved services tied to another director’s family member, which the Board found did not impair independence .
- Alignment and incentives: Gill’s director pay mix is majority equity via time‑vested options ($185,239 vs. $54,000 cash), with full acceleration on change‑of‑control—time‑based, not performance‑based; beneficial holdings are primarily options with no direct share ownership disclosed, which may signal moderate alignment but limited “skin‑in‑the‑game” via common shares .
- Risk indicators: Long tenure (since 2004) can raise independence concerns for some investors despite Board’s determination; company prohibits hedging, reducing misalignment risk; no pledging disclosure for Gill; FY2024 say‑on‑pay support of 63.1% for executives suggests broader investor scrutiny of compensation, with management conducting outreach in 2025 .
RED FLAGS: None disclosed specific to Gill (no related‑party transactions; attendance adequate). Watch items include long tenure (soft independence risk) and lack of disclosed direct common share ownership relative to options .
