Klaus Schafer
AltimmuneAbout Klaus O. Schafer, M.D., MPH
Independent director of Altimmune since May 2017 (first elected to Private Altimmune’s board in 2012). Age 75. Physician-executive with 35+ years in healthcare leadership across government and industry: former Acting Deputy Assistant to the Secretary of Defense for chemical/biological defense overseeing a $1.0B R&D portfolio; former U.S. Air Force Assistant Surgeon General; CEO/co-founder TessArae LLC; Chief Medical Officer and health client executive at CACI; CERT-certified in Cybersecurity Oversight. Education: M.D. (University of Iowa); MPH (University of Texas); M.S. (Dwight D. Eisenhower School of National Security & Resource Strategy) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Acting Deputy Assistant to the Secretary of Defense (chemical & biological defense) | Not disclosed | Oversaw ~$1.0B portfolio for vaccines, therapeutics, devices, sensors; advanced research into human immune response |
| U.S. Air Force | Assistant Surgeon General | Not disclosed | Managed large integrated healthcare systems; oversaw S&T portfolios including clinical trials |
| TessArae LLC | CEO & Co-founder | Not disclosed | Biotech medical sequencing device company leadership |
| CACI International | Chief Medical Officer and client executive for health | Not disclosed | Health client leadership; medical oversight |
| Independent Consultant | Advisor to biotech and health-related companies; Tadpole Ventures | Since 2002 | Advisory roles to companies and VC firm |
External Roles
No current public company directorships disclosed beyond Altimmune .
Board Governance
| Governance Item | 2024 | 2025 |
|---|---|---|
| Independence | Board determined Schafer meets Nasdaq independence standards (non-employee) | Board reaffirmed independence for all non-employee directors |
| Committees | Audit Committee member; Compensation Committee member | Audit Committee member; Compensation Committee member |
| Committee Chairs | None disclosed | None disclosed |
| Nominating/Gov Committee | Not a member | Not a member |
| Attendance | Each director attended ≥75% of Board/committee meetings in FY2023 | Each director attended ≥75% of Board/committee meetings in FY2024 |
| Board meetings held | 10 in FY2023 | 10 in FY2024; committees held 11 meetings |
| Years of service (ALT Board) | Director since 2017 | Director since 2017; continuing nominee |
- Executive sessions: independent directors meet regularly without management; chaired by Board Chair .
- Board leadership: separate Chair (Jerome Durso as of Aug 12, 2025) and CEO roles .
Fixed Compensation
| Retainer Schedule (Policy) | 2024 | 2025 |
|---|---|---|
| Board Member | $40,000 | $40,000 |
| Chair of the Board | $30,000 | $30,000 |
| Audit Chair | $20,000 | $20,000 |
| Audit Member | $9,000 | $10,000 |
| Compensation Chair | $15,000 | $15,000 |
| Compensation Member | $6,000 | $7,500 |
| Nominating Chair | $10,000 | $12,000 |
| Nominating Member | $5,000 | $6,000 |
| Director Compensation (Actual) | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash – Schafer | $55,000 | $55,000 |
| Total cash + equity – Schafer | $104,680 (includes $49,680 option award fair value) | $240,239 (includes $185,239 option award fair value) |
- Policy: Directors also receive annual stock options sized to the 62.5th percentile of peer group based on percentage ownership; new directors receive 2× initial option grant; vesting monthly over 11 months with final tranche at one year; accelerated vesting upon change in control; expenses reimbursed .
Performance Compensation
| Equity Awards (Director Program Features) | Details |
|---|---|
| Annual director option grant | Granted after each annual meeting; sized to peer ownership percentile |
| Vesting | Monthly over 11 months; final one-twelfth at 1-year or next annual meeting |
| New director initial grant | 2× annual grant; 36 equal monthly vesting |
| Change-in-control | Director options accelerate in full upon change in control |
| Schafer option awards (fair value) | $49,680 (2023) ; $185,239 (2024) |
- No performance metrics (TSR/revenue/ESG) are tied to director compensation; director equity is time-vested per policy .
Other Directorships & Interlocks
No other public-company boards disclosed for Schafer; Board reviewed related relationships and found no independence impairments for non-employee directors; the only disclosed related-party engagement involved services with Inizio Evoke (linked to another director’s family) and did not affect independence determinations .
Expertise & Qualifications
- Senior government and military healthcare leadership; oversight of large R&D and clinical portfolios .
- Industry operating roles (biotech CEO/co-founder; CMO; advisor) .
- Cybersecurity oversight certification (CERT) .
- Audit Committee member but not designated as “financial expert”; Board-identified financial experts are Hodges and Gill (and Sayare in 2025) .
Equity Ownership
| Beneficial Ownership | 2024 | 2025 |
|---|---|---|
| Total beneficial shares (incl. options exercisable within 60 days) | 129,046 (<1%) | 163,946 (<1%) |
| Direct common shares | 9,179 | 9,179 |
| Options exercisable within 60 days | 119,867 | 154,767 |
- Ownership as % of shares outstanding: <1% in both years .
- Pledging/hedging: Company policy warns of risks of margin/pledging and expressly prohibits short sales and derivatives/hedging transactions by directors, officers, employees .
- Section 16 compliance: All required insider reports timely in FY2024; one delinquent Form 4 in FY2023 was by Mr. Gill, not Schafer .
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and Compensation) with consistent attendance; cybersecurity oversight credential; deep risk/government program management background valuable for clinical-stage risk oversight .
- Alignment: Director program targets peer-level ownership via options; Schafer holds 9,179 shares plus substantial vested/unvested options, supporting “skin-in-the-game” within small-cap biotech norms .
- Pay structure: 2025 committee fee increases modestly enhance cash mix; director equity remains time-vested with full acceleration on change-in-control—standard, but acceleration can be viewed as less performance-contingent for governance purists .
- Shareholder signals: Say-on-pay support for NEOs fell to 63.1% in 2024 (improved investor scrutiny on compensation design); Board engaged investors and adjusted disclosures—relevant for overall governance climate though not director-specific .
- Conflicts/Red flags: No related-party transactions disclosed for Schafer; independence affirmed; no hedging/derivatives permitted; no pledging disclosures (policy warns of risks). No attendance or pay anomalies identified .
Overall, Schafer appears as a seasoned, engaged independent director with relevant oversight skills and acceptable ownership alignment, serving on critical committees without identified conflicts—supportive of board effectiveness in a late clinical-stage biotech .
