Philip Hodges
AltimmuneAbout Philip L. Hodges
Philip L. Hodges (57) is an independent director of Altimmune, Inc. and Audit Committee Chair, serving on the board since May 2017 after first joining Private Altimmune’s board in September 2003. He is Managing Partner at Redmont & Company, a healthcare and technology-focused private investment bank and co-founder of Private Altimmune; he holds a B.S. in Business Administration from Samford University’s Brock School of Business . The Board has determined he meets Nasdaq independence requirements and serves as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redmont & Company (private investment bank) | Managing Partner | Since 1997 | Focus on investment/advisory for emerging growth in healthcare/life sciences/technology; co-founder of Private Altimmune |
| Private Altimmune | Director | Sep 2003–May 2017 | Pre-merger governance; contributed to strategy and capital formation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various Redmont portfolio companies | Director | Current | Serves as director for several portfolio companies (names not disclosed) |
Board Governance
- Committee assignments (2025): Audit Committee Chair; Compensation Committee Member; not on Nominating & Corporate Governance Committee .
- Audit Committee financial expert: Board-designated (Hodges and Gill; Sayare also designated) .
- Independence: Board determined all non-employee directors, including Hodges, are independent under Nasdaq standards .
- Attendance and engagement: Board held 10 meetings; committees held 11 in FY2024; each director attended ≥75% of meetings of the Board and their committees. Independent directors hold regular executive sessions, typically quarterly .
- Years of service on ALT board: Since May 2017; first elected to Private Altimmune’s board in 2003 .
- Board size and refresh: Ten directors; balanced refresh and tenure; leadership transitioned to Chairman Jerome Durso in Aug 2025 .
Fixed Compensation
| Component | 2024 Amount | Source |
|---|---|---|
| Board Member annual cash retainer | $40,000 | 2024 policy |
| Audit Committee Chair cash retainer | $20,000 | 2024 policy |
| Compensation Committee Member cash retainer | $6,000 | 2024 policy |
| Total cash fees (reported) | $66,000 | 2024 director comp table |
| 2025 Cash Retainer Schedule (Program) | Amount | Notes |
|---|---|---|
| Board Member | $40,000 | Paid quarterly in arrears |
| Audit Committee Chair | $20,000 | — |
| Audit Committee Member | $10,000 | Increased from $9,000 |
| Compensation Committee Member | $7,500 | Increased from $6,000 |
| Nominating & Corporate Gov. Chair | $12,000 | Increased from $10,000 |
| Nominating & Corporate Gov. Member | $6,000 | Increased from $5,000 |
Notes:
- Hodges’ 2024 cash fees of $66,000 match Board Member + Audit Chair + Compensation Member retainer sums under the 2024 policy .
- 2025 program changes increased certain committee member retainers; application depends on assignments as of 2025 .
Performance Compensation
| Equity Component | 2024 Reported Grant-Date Fair Value | Vesting | Terms |
|---|---|---|---|
| Option Awards (non-employee director) | $185,239 | Annual director option vests monthly over 11 months; final one-twelfth vests on the earlier of 1-year anniversary or next annual meeting | Granted immediately following each annual meeting; “Annual Director Option Grant Amount” sized at 62.5th percentile of peer group based on percentage ownership; full acceleration upon change in control |
- Meeting fees: None; directors are reimbursed for reasonable out-of-pocket expenses .
- Performance metrics tied to director compensation: Not disclosed for directors (program emphasizes equity options; no director-specific performance formula) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | ALT proxy does not list other public company boards for Hodges |
Expertise & Qualifications
- Life science investor and strategic adviser to emerging healthcare/technology companies; capital formation and long-term growth planning expertise .
- Financial oversight expertise designated by Board; Audit Committee financial expert status .
- Education: B.S. in Business Administration, Samford University .
- Board skills matrix flags financial, enterprise risk, M&A/business development experience for Hodges .
Equity Ownership
| Category | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Common shares (direct) | 8,731 | <1%* | — |
| Indirect (Paradigm Venture Partners, L.P.) | 17,848 | <1%* | Hodges deemed beneficial owner |
| Options exercisable within 60 days | 154,767 | <1%* | Included in beneficial ownership (exercisable within 60 days) |
| Total beneficial ownership | 181,346 | <1%* | Based on 88,199,152 shares outstanding as of Aug 1, 2025 |
- ALT discloses that amounts marked with “*” represent beneficial ownership of less than one percent .
Policy notes:
- Insider trading policy prohibits short sales, derivatives, and hedging transactions; policy highlights risks of margin accounts/pledged collateral but does not expressly state a prohibition on pledging in the excerpt .
Governance Assessment
-
Strengths
- Audit Committee Chair with designated financial expert status, bolstering oversight of financial reporting and controls .
- Independence affirmed under Nasdaq standards; Board reviewed relationships and found no impairment to independent judgment .
- Solid engagement metrics: ≥75% attendance; independent director executive sessions held regularly (quarterly cadence) .
- Ownership alignment via options and common shares, with no Hodges-specific related-party transactions disclosed in the period .
- Compensation Committee uses independent consultant (Pearl Meyer) for benchmarking, with formal charters and governance documents accessible .
-
Watch items
- Co-founder ties: Redmont & Company co-founded Private Altimmune and Hodges remains Managing Partner; indirect holdings via Paradigm venture vehicle are disclosed. The Board nonetheless determined independence—investors should monitor for any future related-party dealings or advisory conflicts even if none are currently disclosed .
- Say-on-pay support in 2024 was 63.1%, lower versus prior years; while about executive pay, it signals broader investor scrutiny of governance and pay practices. Management initiated shareholder engagement in 2025 in response .
-
RED FLAGS
- None disclosed specific to Hodges: No related-party transactions, loans, or pledging reported; ALT’s policy prohibits hedging/derivatives, reducing alignment risk. Continue to watch for future transactions involving Redmont-affiliated entities .
Overall, Hodges’ audit leadership, independence, attendance, and equity ownership support investor confidence; monitor venture affiliations for potential conflicts and track ongoing shareholder feedback on compensation governance.
