Vipin Garg
AltimmuneAbout Vipin Garg
Vipin K. Garg, Ph.D. (age 68) is Altimmune’s President, Chief Executive Officer, and a Director. He joined Altimmune on November 30, 2018, with 30+ years in biotech/pharma, and holds a Ph.D. in Biochemistry (University of Adelaide, 1982) and an M.S. from IARI Nuclear Research Laboratory, New Delhi (1978) . Under his tenure, the company reports net losses of $95,059k (2024), $88,447k (2023), and $84,713k (2022) and a shareholder return metric (value of $100 investment) of 78.71 (2024), 122.82 (2023), and 179.59 (2022) . The CEO biography highlights prior CEO roles and commercialization experience (three branded product launches at Neos Therapeutics) as core credentials for execution and scaling .
Company performance context (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | -68,000* | 426,000* | 20,000* |
| EBITDA ($) | -87,161,000* | -83,033,000* | -102,934,000* |
| Net Income ($) | -84,713,000* | -88,447,000* | -95,059,000* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Altimmune | President & CEO; Director | 2018–present | Leading strategy through obesity/MASH pipeline advancement and financing . |
| Neos Therapeutics (now Aytu BioPharma) | President & CEO | 2013–2018 | Built NASDAQ-listed commercial-stage company; launched Adzenys XR-ODT and Cotempla XR-ODT (first XR-ODT ADHD meds) . |
| Tranzyme Pharma | President & CEO | n/d | Scaled from discovery-stage to NASDAQ-listed clinical-stage company . |
| Apex Bioscience (acq. by Curacyte AG) | Chief Operating Officer | n/d | Operational leadership at late-stage private biotech . |
| DNX Bio-Therapeutics (acq. by Baxter) | Senior management | n/d | Senior roles in biotech operations/development . |
| Sunovion/Sepracor (Sumitomo subsidiary) | Senior management | n/d | Commercial/operational leadership at pharma subsidiary . |
| Bio-Response (acq. by Baxter) | Senior management | n/d | Senior operating roles prior to acquisition . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in Dr. Garg’s 2025 proxy biography . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 620,154 | 633,360 | Modest increase YoY aligned with market benchmarking . |
| Target Annual Bonus (% of salary) | Up to 55% (contractual target) | Up to 55% (contractual target) | Established by Employment Agreement (Nov 2018) . |
| Actual Annual Bonus ($) | 334,950 | 330,931 | Paid at ~100% (2023) and ~95% (2024) corporate achievement . |
| All Other Compensation ($) | 31,038 | 28,708 | Includes 401(k) match, HSA, commuting reimbursement . |
Performance Compensation
Annual cash incentive design and outcomes:
| Year | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2024 | Strategic partnerships to maximize program value | 40% | Meet target (100%) | Management assessed; Board approved aggregate 95% | ~95% of target for NEOs . |
| 2024 | Advance pemvidutide for MASH | 30% | Meet target | As above | As above . |
| 2024 | Additional pemvidutide programs | 15% | Meet target | As above | As above . |
| 2024 | Manage operations (resources/risk) | 15% | Meet target | As above | As above . |
| 2024 | Overall corporate score | — | 100% | ~95% | ~95% payout . |
| 2023 | Advance pipeline (human clinical data/CMC) | 60% | Meet | Achieved | Contributed to ~100% payout . |
| 2023 | Strategic assessment of assets/goals | 15% | Meet | Achieved | As above . |
| 2023 | Strategic partnerships | 15% | Meet | Achieved | As above . |
| 2023 | Manage operations | 10% | Meet | Achieved | As above . |
| 2023 | Overall corporate score | — | 100% | ~100% | ~100% payout . |
Equity awards (Options):
| Grant date | Options (#) | Exercise price ($) | Expiration | Vesting schedule |
|---|---|---|---|---|
| 11/30/2018 | 322,907 | 3.59 | 11/30/2028 | 25% at 1-year; remainder monthly over 36 months from 1/1/2020 . |
| 01/02/2020 | 149,500 | 1.92 | 01/02/2030 | 25% at 1-year; remainder monthly over 36 months from 2/2/2021 (fully vested) . |
| 02/01/2021 | 241,500 | 16.71 | 02/01/2031 | 25% at 1-year; remainder monthly over 36 months from 3/1/2022 . |
| 02/02/2022 | 223,000 | 7.53 | 02/02/2032 | 25% at 1-year; remainder monthly over 36 months from 2/2/2023 . |
| 01/30/2023 | 302,900 | 12.88 | 01/30/2033 | 25% at 1-year; remainder monthly over 36 months from 1/30/2024 . |
| 01/25/2024 | 470,000 | 9.28 | 01/25/2034 | 25% at 1-year; remainder monthly over 36 months from 1/25/2025 . |
Equity awards (RSUs; unvested and fair value at 12/31/2024):
| Grant date | RSUs (#) unvested at 12/31/2024 | Vesting schedule | Fair value ($) at 12/31/2024 |
|---|---|---|---|
| 02/01/2021 | 16,545 | Equal annual tranches over 4 years from 2/1/2022 | 119,289 . |
| 02/02/2022 | 37,900 | Equal annual tranches over 4 years from 2/2/2023 | 273,259 . |
| 01/30/2023 | 80,325 | Equal annual tranches over 4 years from 1/30/2024 | 579,143 . |
| 01/25/2024 | 168,200 | Equal annual tranches over 4 years from 1/25/2025 | 1,212,722 . |
Summary compensation (CEO):
| Year | Salary ($) | Stock awards ($) | Option awards ($) | Non-equity incentive ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 620,154 | 1,379,448 | 3,116,499 | 334,950 | 31,038 | 5,482,089 . |
| 2024 | 633,360 | 1,560,896 | 3,536,567 | 330,931 | 28,708 | 6,090,462 . |
Equity Ownership & Alignment
- Beneficial ownership breakdown (SEC Rule 13d-3 basis):
| As-of date | Direct shares | Shares acquirable within 60 days | Total beneficially owned | % of shares outstanding | Shares outstanding |
|---|---|---|---|---|---|
| Aug 1, 2024 | n/d | n/d | 1,251,009 | 1.7% | 71,070,951 . |
| Aug 1, 2025 | 355,082 | 1,311,444 | 1,666,526 | 1.9% | 88,199,152 . |
- Policy on trading, pledging, and hedging: The insider trading policy expressly prohibits short sales and derivative/hedging transactions; the policy addresses pledging/margin risks given potential forced sales, aligning with governance best practices .
- Stock ownership guidelines: Not disclosed in the proxy excerpts reviewed; executive pay design emphasizes long-term equity (options plus RSUs) and multi-year vesting .
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | CEO since November 30, 2018 . |
| Target bonus | Up to 55% of base salary; performance goals set by Compensation Committee . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 12 months base salary, 12 months health coverage, and any unpaid prior year bonus; subject to release . |
| Severance (within 1 year after CIC) | 18 months base salary + target annual bonus, 18 months health coverage, any unpaid prior year bonus; all unvested equity vests; 280G cutback to avoid excise tax if beneficial; subject to release (double-trigger) . |
| Benefits/perquisites | Company-paid term life insurance equal to base salary; short/long-term disability at ≥60% of base; commuting reimbursement up to $36,000 per 12 months, grossed up for taxes . |
| Restrictive covenants | Non-solicit and competitive activity restrictions during employment and for 1 year post-termination, including prohibition on sales/marketing for direct competitors in the Company’s geographies . |
| Clawback | Nasdaq-compliant compensation recovery policy for erroneously awarded incentive-based pay tied to financial reporting measures . |
Board Governance
- Role and independence: Dr. Garg is an employee director and thus not independent; all other current directors are independent under Nasdaq standards .
- Board leadership: Roles are separated; as of August 12, 2025, Jerome Durso is Chairman and Dr. Garg is CEO, reflecting oversight separation as the company progresses toward Phase 3 MASH development .
- Committees (all independent members): Audit (Hodges—Chair, Gill, Sayare, Schafer); Compensation (Sohn—Chair, Jorkasky, Schafer, Hodges); Nominating & Corporate Governance (Pisano—Chair, Gill, Sohn, Lawver) .
- Meetings/attendance: In FY 2024, Board held 10 and committees 11 meetings; each director attended ≥75%; independent directors hold regular executive sessions (quarterly) .
Director compensation context (non-employee directors):
- Cash retainers (annual): Board member $40,000; Chair $30,000; Audit Chair $20,000; Audit Member $10,000 (2025; $9,000 in 2024); Compensation Chair $15,000; Compensation Member $7,500 (2025; $6,000 in 2024); Nominating Chair $12,000 (2025; $10,000 in 2024); Nominating Member $6,000 (2025; $5,000 in 2024) .
- Equity: Annual option grant sized to the 62.5th percentile of peer group based on percentage ownership; vests monthly over 11 months with final twelfth on the earlier of 1-year or next annual meeting; initial awards for new directors equal to 2x annual grant, vesting monthly over 36 months; accelerates upon change in control .
Performance & Track Record
- 2023 outcomes: Positive 48-week obesity trial weight-loss data; initiated second Phase 2 MASH development program; financing to advance clinical programs; cash bonuses paid at ~100% of target .
- 2024 outcomes: Completed financing; completed enrollment in Phase 2 MASH biopsy program ahead of target; successful obesity End-of-Phase 2 FDA meeting; cash bonuses paid at ~95% of target .
- Pay vs performance: CEO Compensation Actually Paid (CAP) materially below SCT totals; shareholder return metric faced volatility (value of $100 investment: 2022 = 179.59; 2023 = 122.82; 2024 = 78.71) against continued net losses .
Compensation Structure Analysis
- Mix and trends: CEO pay remains heavily equity-oriented (substantial option values alongside RSUs), with base salary modestly increasing YoY; 2024 bonus slightly below 2023 in dollars, reflecting ~95% vs ~100% attainment .
- Metrics quality: Annual cash incentives are tied to strategic and development milestones (partnerships, MASH advancement, program expansion, operating discipline) with a structured below/meet/exceed scale (0–150% by objective) .
- Shareholder feedback: 2024 say-on-pay support was 63.1%, lower than prior two years; management engaged investors and received feedback to enhance disclosure when paying >100% of targets .
- Governance safeguards: Clawback policy in place; equity grant timing controls to avoid MNPI windows; independent consultant (Pearl Meyer) engaged annually since 2015 for peer benchmarking .
Vesting Schedules and Insider Selling Pressure
- Near-term equity supply: 2024 option grant (470,000 options at $9.28) starts vesting 25% on 1/25/2025 with remaining vesting monthly over the following 36 months; 2024 RSUs (168,200) begin vesting in equal annual tranches from 1/25/2025, adding consistent vesting-related supply through 2028 .
- As of Aug 1, 2025, Dr. Garg had 1,311,444 shares acquirable within 60 days via options/vesting rights included in beneficial ownership (potential overhang when windows open) .
- Hedging/pledging: Policy prohibits hedging/derivatives and addresses pledging/margin risks; no specific pledges by Dr. Garg are disclosed in the proxy excerpts reviewed .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 63.1% of votes cast supported NEO compensation; company undertook outreach in 2025 to large holders (~10% of outstanding shares) to gather feedback and refine disclosures .
- Frequency: Company intends to hold annual say-on-pay votes through at least the 2029 meeting .
Compensation Peer Group and Committee
- Methodology: Compensation Committee retains Pearl Meyer to advise on peer selection (stage/size comparability) and market data analysis; the Committee has authority over consultant appointment/compensation .
- Committee independence: All Compensation Committee members qualify as independent, non-employee, and outside directors per SEC/Nasdaq/tax rules .
Investment Implications
- Alignment vs. dilution/overhang: CEO holds 1.9% beneficial ownership with a large options component and RSUs that vest annually, which supports alignment but implies periodic supply as vesting occurs; monitor post-vesting trading windows for potential insider sales .
- Pay-for-performance calibration: Annual bonus metrics are operational and milestone-driven with structured weightings; payouts of ~95% (2024) and ~100% (2023) align with disclosed program progress, though the 63.1% say-on-pay support signals investor scrutiny and potential future design adjustments .
- Retention and change-in-control: Double-trigger CIC severance (18 months salary + target bonus, full acceleration) is standard but meaningful; non-compete/non-solicit protections (1 year) and a clawback reduce risk of value leakage .
- Governance: Separation of Chair/CEO and fully independent key committees mitigate dual-role concerns; Dr. Garg is non-independent by virtue of employment, but Board structure and executive sessions support oversight .
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