Scot Roberts
AltimmuneAbout Scot Roberts
M. Scot Roberts, Ph.D., is Chief Scientific Officer of Altimmune (joined December 2012) with 25+ years in biologics development, previously CSO at ImQuest BioSciences (2010–2012) and R&D leadership at Wellstat Biologics (1996–2010). He holds an M.S. in Chemistry (Illinois State University) and a Ph.D. from Johns Hopkins School of Medicine; he is an inventor on twelve patent families and has multiple peer‑reviewed publications and invited talks . As of August 15, 2025, he is 66 years old and one of ALT’s named executive officers . Company performance context during his recent tenure: Total Shareholder Return (TSR) for $100 invested was 179.59 (2022), 122.82 (2023), and 78.71 (2024), while net loss widened to $95.1M in 2024 from $88.4M in 2023 and $84.7M in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ImQuest BioSciences, Inc. | Chief Scientific Officer | Nov 2010 – Nov 2012 | Managed scientific operations |
| Wellstat Biologics Corporation | Director of R&D and other key positions | Aug 1996 – Oct 2010 | Led development of oncology biologics incl. clinical-stage oncolytic virus asset |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 468,563 | Not disclosed (initial agreement set at up to 30% in 2015) | 178,054 | 2024 corporate bonus program funded at ~95% of target for NEOs |
Performance Compensation
Annual Cash Bonus Plan (2024)
| Metric | Weighting | Target | Actual/Payout | Comments |
|---|---|---|---|---|
| Strategic partnerships to maximize program value | 40% | Company-set objectives | Plan funded at ~95% of target overall for NEOs | Funding based on financing, Phase 2 MASH biopsy enrollment ahead of target, successful obesity EOP2 FDA meeting |
| Advance development of pemvidutide for MASH | 30% | Company-set objectives | Included in ~95% overall | |
| Additional programs for pemvidutide | 15% | Company-set objectives | Included in ~95% overall | |
| Manage operations to maximize resources and minimize risk | 15% | Company-set objectives | Included in ~95% overall |
The Compensation Committee noted shareholder feedback; Say‑on‑Pay support at the 2024 annual meeting was 63.1% of votes cast; in 2025 ALT engaged top holders for input on compensation design and disclosure .
Key Equity Awards and Vesting (CSO)
| Grant Date | Instrument | Shares/Options | Exercise Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Jan 2, 2020 | Stock Option | 61,400 | 1.92 | 25% at 1‑yr; remainder monthly over 36 months (fully vested) | Jan 2, 2030 |
| Feb 1, 2021 | Stock Option | 90,000 | 16.71 | 25% at 1‑yr; remainder monthly over 36 months | Feb 1, 2031 |
| Feb 1, 2021 | RSU | 24,664 | — | Vests equally over 4 years from Feb 1, 2022 (≈6,166/yr) | — |
| Feb 2, 2022 | Stock Option | 91,600 | 7.53 | 25% at 1‑yr; remainder monthly over 36 months | Feb 2, 2032 |
| Feb 2, 2022 | RSU | 31,100 | — | Vests equally over 4 years from Feb 2, 2023 (≈7,775/yr) | — |
| Jan 30, 2023 | Stock Option | 105,000 | 12.88 | 25% at 1‑yr; remainder monthly over 36 months | Jan 30, 2033 |
| Jan 30, 2023 | RSU | 37,100 | — | Vests equally over 4 years from Jan 30, 2024 (≈9,275/yr) | — |
| Jan 25, 2024 | Stock Option | 163,200 | 9.28 | 25% at 1‑yr; remainder monthly over 36 months from Jan 25, 2025 | Jan 25, 2034 |
| Jan 25, 2024 | RSU | 58,400 | — | Vests equally over 4 years from Jan 25, 2025 (≈14,600/yr) | — |
| Legacy options (2016–2019) | Stock Options | 375 (2016); 1,667 (2017); 1,667 (2018); 8,750 (2019); 14,250 (2019) | 401.10; 74.40; 13.35; 2.60; 2.95 | Fully vested | 2026–2029 per grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 446,651 shares; includes 74,066 owned and 372,585 acquirable within 60 days via options/RSUs; <1% of shares outstanding (based on 88,199,152 shares) |
| Outstanding unexercised options (12/31/24) | Exercisable: 375; 1,667; 1,667; 8,750; 14,250; 35,817; 86,250; 64,884; 50,313; Unexercisable: 3,750; 26,716; 54,687; 163,200 |
| Unvested RSUs (12/31/24) | 6,166 (2021 grant) – $44,457 MV; 15,550 (2022) – $112,116 MV; 27,825 (2023) – $200,618 MV; 58,400 (2024) – $421,064 MV (valued at $7.21 on 12/31/24) |
| Hedging/derivatives policy | ALT expressly prohibits short sales, derivative transactions, and any hedging of company stock by executives, directors, and employees |
| Pledging/margin | Policy describes risks of margin/pledged securities; it does not explicitly state a pledging ban in the cited section |
| Ownership guidelines | No executive ownership multiple disclosed in the proxy excerpt; not stated for NEOs |
Employment Terms
| Term | Roberts (CSO) Details |
|---|---|
| Agreement date | Employment agreement dated December 7, 2015 |
| Initial base salary | $220,000 at inception (2015) |
| Target bonus | Initially up to 30% of base salary; current target not disclosed in 2025 proxy |
| Severance (no CoC) | If terminated without cause or resigns for good reason: 6 months base salary continuation, 6 months health coverage, and any unpaid prior‑year bonus (subject to release) |
| Severance (within 1 year after CoC) | 12 months base salary + target annual bonus, 6 months health coverage, any unpaid prior‑year bonus; all unvested equity awards vest (subject to release and 280G cutback if beneficial) |
| Equity acceleration | Full acceleration on qualifying termination within one year post‑CoC (double‑trigger) |
| Non‑compete / non‑solicit | 6‑month post‑termination restrictive covenants: prohibits soliciting customers/clients/employees and engaging in sales/marketing or related activities for a direct competitor |
| Definitions | “Cause” and “Good Reason” defined (includes salary/bonus reduction, material diminishment, relocation >50 miles from Gaithersburg) |
Compensation Committee and Process (context)
- Consultant: Pearl Meyer advises the Compensation Committee annually on executive pay and peer group benchmarking for development‑stage biotech peers .
- Committee composition (as of Aug 12, 2025): Dr. Catherine Sohn (Chair), Dr. Diane Jorkasky, Dr. Klaus Schafer, and Philip Hodges; all independent under Nasdaq rules .
- Say‑on‑Pay: 63.1% support at 2024 annual meeting; company engaged largest holders in 2025 for feedback; intends to continue annual Say‑on‑Pay .
Investment Implications
- Alignment vs. dilution/supply: Roberts’ mix is predominantly long‑dated options and time‑vested RSUs, with sizable unvested RSUs and unexercisable options scheduled to roll into tradable shares over 2025–2028 (e.g., RSUs from 2021–2024 cohorts and 2024 option cliff in 2025), creating ongoing potential insider selling supply as tranches vest . Hedging is prohibited, and no pledging ban is explicit in the cited section; no pledging by Roberts is disclosed in the beneficial ownership table .
- Retention and CoC economics: Pre‑CoC severance (6 months) is modest; post‑CoC double‑trigger provides 12 months base + target bonus, health coverage, and full equity acceleration, which materially raises retention value in strategic scenarios .
- Pay‑for‑performance: 2024 cash bonus plan funded at ~95% against operational goals (partnerships, MASH advancement, program expansion, resource management), indicating payout discipline tied to program progress rather than TSR, which declined in 2024; “Compensation Actually Paid” to NEOs was below SCT totals, reflecting equity value sensitivity .
- Governance/warning signs: Say‑on‑Pay support at 63.1% (lower than prior years) suggests shareholder scrutiny; the company increased outreach and may refine disclosure/metrics—watch for bonus metric rigor and equity mix shifts in future proxies . No related‑party conflicts for Roberts were disclosed in the period reviewed .
- Execution risk: Company remains loss‑making (net loss $95.1M in 2024), so equity outcomes depend on clinical and partnering milestones; Roberts’ tenure and scientific background align with pipeline execution priorities, but time‑vested equity (vs. PSUs) lowers performance‑contingency in equity payouts relative to pure performance shares .
