Teri Lawver
AltimmuneAbout Teri Lawver
Teri Lawver (58) joined Altimmune’s Board in February 2025. She is Principal and Owner of Thera Lifescience Advisors LLC, and previously served as EVP & Chief Commercial Officer at Dexcom (Jan 2023–Nov 2024), Strategic Advisor to Dexcom’s CEO (Nov 2024–Mar 2025), and held senior commercial leadership roles at Johnson & Johnson (2002–2022). She holds an MBA from Duke University’s Fuqua School of Business and a BS from Georgetown University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altimmune, Inc. | Independent Director | Feb 2025–present | Nominating & Corporate Governance Committee member (as of Aug 12, 2025) |
| Dexcom (Nasdaq: DXCM) | EVP & Chief Commercial Officer | Jan 2023–Nov 2024 | Led global commercial strategy and operations |
| Dexcom | Strategic Advisor to CEO | Nov 2024–Mar 2025 | Strategy advisory |
| Johnson & Johnson | Worldwide VP, Immunology | 2017–2022 | Therapeutic area leadership |
| Johnson & Johnson | Global VP, Cardiovascular & Metabolism | 2013–2017 | P&L and global commercial leadership |
| McKinsey & Company | Consultant / Associate Principal | 1994–2002 | Leader in global healthcare practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thera Lifescience Advisors LLC | Principal & Owner | Current | Advises life science companies |
No current public company directorships disclosed in the proxy.
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (as of Aug 12, 2025); Chair is Wayne Pisano; other members include John Gill and Catherine Sohn.
- Independence: The Board determined all non-employee directors (including Lawver) are independent under Nasdaq standards and applicable SEC/tax rules.
- Board/committee activity: In FY2024, the Board met 10 times and committees met 11 times; each director serving in 2024 attended ≥75% of meetings. Lawver joined in 2025, so 2024 attendance does not apply to her.
- Leadership structure: Chair separated from CEO; Jerome Durso appointed Chair on Aug 12, 2025; CEO is Vipin K. Garg, Ph.D.
- Executive sessions: Independent directors hold regular executive sessions (generally quarterly).
Fixed Compensation
| Component | 2024 Amount (USD) | 2025 Amount (USD) |
|---|---|---|
| Board Member Annual Retainer | $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 Chair | $10,000 | $12,000 |
| Nominating & Corporate Governance Member | $5,000 | $6,000 |
- Structure for non-employee directors: Annual cash retainers paid quarterly; reimbursement of reasonable out-of-pocket expenses.
- 2024 director pay table shows Lawver had no fees/options in 2024 (joined in 2025).
Performance Compensation
- Annual equity: Option grant each year post-annual meeting sized to the 62.5th percentile of peer group based on percentage ownership; vests monthly over 11 months with final one-twelfth on the 1-year anniversary or next annual meeting.
- Initial equity: New non-employee directors receive an initial option equal to 2× the Annual Director Option Grant Amount upon election, vesting in equal monthly installments over 36 months.
- Change in control: Director options vest accelerate in full upon a change in control.
The proxy does not disclose the exact number of shares granted to Lawver; only program mechanics and vesting are provided.
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company boards disclosed for Lawver; no interlocks identified. |
Board-level related party transactions disclosed include a consulting agreement for Catherine Sohn (Feb 6, 2025) and payments to Inizio Evoke Communications in 2024 where Sohn’s immediate family works; the Board concluded independence was not impaired. No related-party transactions involving Lawver are disclosed.
Expertise & Qualifications
- Skills matrix flags for Lawver: Prior C‑suite management, late-stage clinical development/regulatory approvals, commercial experience, and M&A/business development.
- Education: MBA (Duke Fuqua), BS (Georgetown).
- Domain expertise: Immunology; Cardiovascular & Metabolism; global commercial operations; corporate strategy.
Equity Ownership
| Holder | Shares Beneficially Owned | Form of Ownership | % of Shares Outstanding |
|---|---|---|---|
| Teri Lawver | 13,572 | Options exercisable within 60 days | <1% (*) |
- Anti-hedging/pledging: Insider Trading Policy prohibits short sales, hedging, and pledging by directors and officers.
Governance Assessment
- Independence and role: Lawver is an independent director, newly added to the Nominating & Corporate Governance Committee—consistent with governance refresh and oversight needs.
- Alignment/incentives: Director pay emphasizes options with multi-year vesting; Lawver’s beneficial ownership is currently modest (13,572 options exercisable within 60 days), but program design provides ongoing equity exposure. Change-in-control acceleration is standard but reduces retention risk in a sale; investors often monitor CIC terms for potential misalignment.
- Conflicts/related-party exposure: No related-party transactions disclosed for Lawver; Company policies restrict hedging/pledging and include a clawback policy for executive officers (indicator of governance discipline).
- Shareholder sentiment: Say‑on‑pay support in 2024 was 63.1%—a cautionary signal; Company engaged with ~12 large holders (~10% of outstanding) and received feedback to improve disclosure around above‑target bonuses. While this pertains to executives, it informs overall governance risk and investor confidence.
- Attendance/engagement: 2024 attendance thresholds were met by directors serving that year; Lawver’s attendance will be assessable in 2025 onward.
Red Flags to monitor
- Moderately low 2024 say‑on‑pay support (63.1%); assess whether compensation program changes or disclosures address investor feedback.
- Change‑in‑control full acceleration for director options—standard, but investors may prefer double‑trigger treatment; review future revisions.
Positive signals
- Independence verified; assignment to Nominating & Governance supports board refresh and governance oversight.
- Strong commercial, regulatory, and BD credentials aligned with Altimmune’s late-stage pipeline and commercialization planning.
- Prohibitions on hedging/pledging and existence of clawback policy (executive scope) reflect robust governance frameworks.
