Mitchel Sayare
AltimmuneAbout Mitchel Sayare
Mitchel Sayare, Ph.D. (age 77) has served on Altimmune’s Board since April 2010; he was Chairman from January 2018 through August 12, 2025, and Executive Chairman from June–November 2018. He holds a Ph.D. in biochemistry from Temple University School of Medicine and previously was Assistant Professor at the University of Connecticut, Vice President of Development at Xenogen, and long‑time CEO/Chairman of ImmunoGen, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altimmune, Inc. | Chairman of the Board; Executive Chairman; Director | Chairman: Jan 2018–Aug 12, 2025; Exec Chairman: Jun–Nov 2018; Director since Apr 2010 | Led board through strategy transitions; succeeded by Jerome Durso as part of succession planning |
| ImmunoGen, Inc. (NASDAQ: IMGN) | Chairman of the Board; Chief Executive Officer; President | Chairman through 2010; CEO 1986–2009; President 1986–1992 and 1994–Jul 2008 | Built and led a public biotech; significant governance experience |
| Xenogen | Vice President of Development | 1982–1985 | Product development leadership |
| University of Connecticut | Assistant Professor (Biophysics & Biochemistry) | Prior to 1982 | Academic research/teaching |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AutoIVF, Inc. (private) | Chairman of the Board | Current | Privately-held company |
| MassPay Holdings, Inc. (private) | Chairman of the Board | Current | Privately-held company |
| Energesis, Inc. (private) | Director | Current | Privately-held company |
| Advanced Aesthetic Technologies, Inc. (private) | Director | Current | Privately-held company |
Board Governance
- Independence: Board determined all non‑employee directors, including Dr. Sayare, are independent under Nasdaq standards; Audit and Compensation Committee independence standards also satisfied .
- Committee assignments (2025): Audit Committee member (joins as of Aug 12, 2025); recognized as an Audit Committee “financial expert” (SEC definition). Compensation Committee and Nominating/Corporate Governance Committee membership unchanged (not a member) .
- Attendance: In FY2024, the Board held 10 meetings and committees held 11; each director attended at least 75% of meetings of the Board and committees on which they served; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in regular executive sessions quarterly and as needed; chaired by the Board Chair .
| Governance Attribute | Status |
|---|---|
| Independence | Independent (Nasdaq) |
| Audit Committee | Member; Audit Committee financial expert |
| Compensation Committee | Not a member |
| Nominating & Corporate Governance Committee | Not a member |
| Attendance (FY2024) | ≥75% of Board/committee meetings |
| Years on ALT Board | Since April 2010 |
| Executive Sessions | Quarterly for independent directors |
Fixed Compensation
- Policy: Non‑employee director cash retainers with committee fees; Chair of Board receives incremental retainer. Program updated effective Jan 1, 2025 (fee increases for certain committee roles) .
| Position | 2024 Retainer ($) | 2025 Retainer ($) |
|---|---|---|
| Board Member | 40,000 | 40,000 |
| Chairperson of the Board | 30,000 | 30,000 |
| Audit Committee Chair | 20,000 | 20,000 |
| Audit Committee Member | 9,000 | 10,000 |
| Compensation Committee Chair | 15,000 | 15,000 |
| Compensation Committee Member | 6,000 | 7,500 |
| Nominating & Corporate Governance Committee Chair | 10,000 | 12,000 |
| Nominating & Corporate Governance Committee Member | 5,000 | 6,000 |
| Director | Fees Earned or Paid in Cash (FY2024, $) |
|---|---|
| Mitchel Sayare, Ph.D. | 70,000 |
Performance Compensation
- Equity vehicle: Annual stock option grant sized to the 62.5th percentile of peer percentage ownership; vests monthly over 11 months with final installment on the 1‑year anniversary or next annual meeting. New director initial option = 2× annual amount, vesting monthly over 36 months. Options accelerate in full upon change in control (subject to continued service) .
| Item | Detail |
|---|---|
| FY2024 Option Awards (Grant‑date fair value, $) | 185,239 |
| Vesting | 11 monthly installments + final one‑twelfth at 1‑year or next annual meeting |
| Initial Award (new directors) | 2× annual option amount; 36‑month monthly vesting |
| Change‑of‑Control | Full acceleration of director options |
| Unexercised Options Held (as of 12/31/2024, #) | 165,934 |
No performance metrics (e.g., TSR, revenue, ESG) are tied to non‑employee director equity grants; grants are time‑vested under the director program .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| ImmunoGen, Inc. | Public (historical) | Former CEO/Chair/President | Historical role only; no current ALT‑disclosed transactions |
| AutoIVF, MassPay, Energesis, Advanced Aesthetic Technologies | Private | Chair/Director | No related‑party transactions disclosed involving Dr. Sayare |
Expertise & Qualifications
- Public company board experience; financial experience; prior CEO/C‑suite leadership; preclinical and early development; late‑stage clinical/regulatory; M&A/business development; enterprise risk management (skills matrix) .
- Audit Committee “financial expert” designation (SEC definition) .
Equity Ownership
| As of Date | Direct Shares Owned (#) | Options/RSUs Exercisable within 60 Days (#) | Total Beneficial Ownership (#) | Ownership % of Outstanding | Shares Outstanding (#) |
|---|---|---|---|---|---|
| Dec 31, 2024 | — | 165,934 | — | — | — |
| Aug 1, 2025 | 26,363 | 165,934 | 192,297 | <1% (asterisked in filing) | 88,199,152 |
Company policy prohibits short sales, hedging (derivatives), and pledging of company stock by directors and officers, reducing alignment risks from such practices .
Shareholder Voting Signals
| Matter | For | Against/Withhold | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Director Election – Mitchel Sayare (2025 Annual Meeting) | 17,619,208 | 4,217,779 (Withhold) | — | 29,851,129 |
| Say‑on‑Pay (2025 Annual Meeting) | 14,885,881 | 6,683,682 | 267,424 | 29,851,129 |
Prior year say‑on‑pay support: 63.1% of votes cast at the 2024 annual meeting; the company conducted targeted shareholder engagement in 2025 to solicit feedback on compensation and governance disclosures .
Related‑Party Transactions and Conflicts
- Review process: Audit Committee reviews related‑party transactions as required by policy (>$50k threshold). For the reporting periods covered, the proxy discloses a transaction involving Inizio Evoke related to another director’s family member; no transactions are disclosed that involve or relate to Dr. Sayare .
- No family relationships among directors and executive officers disclosed .
Governance Assessment
- Strengths:
- Independence affirmed; extensive board and CEO experience; designated Audit Committee financial expert bolsters oversight of financial reporting and risk .
- Consistent meeting engagement (≥75% attendance) and participation in independent executive sessions indicate active oversight .
- Hedging/pledging prohibitions and insider‑trading policy reduce misalignment risks; company has an executive clawback policy (Nasdaq‑compliant) enhancing accountability (clawback applies to executive officers) .
- Alignment:
- Holds 192,297 shares including exercisable options, reflecting skin‑in‑the‑game albeit under 1% of outstanding; director equity is time‑vested options sized to peer norms, aligning tenure with long‑term value creation .
- Watch items / potential risks:
- Long tenure (since 2010) can raise independence‑perception concerns despite formal independence determinations; balanced by recent board refresh and transfer of chair role to Jerome Durso in 2025 .
- 2025 director election shows 4.2M withhold votes; 2024 and 2025 say‑on‑pay support levels indicate some shareholder scrutiny of compensation practices more broadly .
Overall: No related‑party or pledging/hedging red flags are disclosed for Dr. Sayare; his audit expertise and prior CEO experience strengthen board effectiveness, with continued attention warranted to shareholder feedback trends and long‑tenure optics .
