Wayne Pisano

About Wayne Pisano

Wayne Pisano (70) has served as an independent director of Altimmune since August 2018. He is a vaccines industry veteran and former President & CEO of Sanofi Pasteur (2007–2011) and VaxInnate Corporation (2012–2016). He holds a B.S. in Biology from St. John Fisher College and an MBA from the University of Dayton .

Past Roles

Organization	Role	Tenure	Committees/Impact
Sanofi Pasteur	President & CEO	2007–2011 (joined 1997)	Led global vaccine development and commercialization efforts; deep experience in public immunization policy
VaxInnate Corporation	President & CEO	Jan 2012–Nov 2016	Operated vaccine-focused biotech; operational leadership in emerging biotech

External Roles

Organization	Ticker	Role	Tenure	Notes
Oncolytics Biotech Inc.	ONCY	Director	May 2013–present	Public biotech; ongoing service
Provention Bio, Inc.	PRVB	Director	Apr 2018–Apr 2023	Company acquired by Sanofi in 2023
IMV Inc.	IMV	Director	Oct 2011–Mar 2021	Public biopharma

Board Governance

Committee assignments and chair roles (current, as of Aug 12, 2025): Chair, Nominating & Corporate Governance Committee; members include Pisano (Chair), Gill, Sohn, and Lawver. He transitioned off the Audit Committee in Aug 2025 when Dr. Sayare joined, replacing him .
Historical service: Audit Committee member during 2024 alongside Hodges (Chair), Gill and Schafer .
Independence: The Board determined all non-employee directors, including Mr. Pisano, are independent under Nasdaq standards .
Attendance and engagement: In FY2024, the Board met 10 times and committees met 11 times; each director attended ≥75% of their meetings; all director nominees attended the 2024 annual meeting .
Executive sessions: Independent directors meet in regularly scheduled executive sessions, typically quarterly; the Board Chair presides .
Risk oversight: Risk oversight primarily via Audit Committee reporting to the Board; Compensation Committee reviews compensation risk; Nom/Gov considers risk in nominations .

Fixed Compensation

Non-employee director cash retainers (policy update effective Jan 1, 2025): | Position | 2024 Retainer | 2025 Retainer | |---|---:|---:| | Board Member | $40,000 | $40,000 | | Chairperson of the Board | $30,000 | $30,000 | | Audit Committee Chairperson | $20,000 | $20,000 | | Audit Committee Member | $9,000 | $10,000 | | Compensation Committee Chairperson | $15,000 | $15,000 | | Compensation Committee Member | $6,000 | $7,500 | | Nominating & Corporate Governance Chairperson | $10,000 | $12,000 | | Nominating & Corporate Governance Member | $5,000 | $6,000 | (Policy amended Sept 2024) .
Director compensation (FY2024 actuals): | Director | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) | |---|---:|---:|---:| | Wayne Pisano | 59,000 | 185,239 | 244,239 |

Notes:

Pearl Meyer serves as the independent compensation consultant advising on non-employee director compensation .

Performance Compensation

Element	Value/Term	Vesting	Change-in-Control Treatment
Annual Director Stock Option Grant	$185,239 grant date fair value in 2024	Vests in substantially equal monthly installments over 11 months; remaining 1/12 vests on earlier of one-year anniversary or next annual meeting	Option vesting accelerates in full upon a change in control
Initial Director Stock Option Grant (new directors)	2x Annual Director Option Grant Amount	Vests in equal monthly installments over 36 months	Full acceleration upon change in control
Sizing methodology	Options sized to the 62.5th percentile of peer group based on percentage ownership	—	—

No director performance metrics (e.g., TSR, revenue, ESG) are disclosed for director equity; grants are time-vested under the policy .

Other Directorships & Interlocks

Company	Industry Overlap with ALT	Interlock/Conflict Notes
Oncolytics Biotech (ONCY)	Oncology biotech	No ALT-related conflict disclosed
Provention Bio (PRVB)	Autoimmune/metabolic	Past board; acquired by Sanofi; no ALT-related conflict disclosed
IMV Inc. (IMV)	Immuno-oncology	Past board; no ALT-related conflict disclosed

Expertise & Qualifications

Deep vaccines expertise (global development, public immunization policy, large pharma and emerging biotech operations); board governance experience cited as reasons for qualification .
Education: B.S. Biology (St. John Fisher College), MBA (University of Dayton) .

Equity Ownership

Holder	Total Beneficial Ownership (Shares)	% of Outstanding	Direct/Common Shares	Options Exercisable Within 60 Days	Notes
Wayne Pisano	142,598	<1%	8,498	134,100	As of Aug 1, 2025; options included per Rule 13d-3 (within 60 days)

Additional ownership policies and compliance:

Insider Trading Policy prohibits short sales and hedging/derivative transactions by directors; policy also highlights risks of margin/pledging arrangements (no explicit pledging ban stated in the excerpt) .
Section 16(a) compliance: All required reports were timely filed in 2024, per company review .

Governance Assessment

Board effectiveness and engagement: Pisano chairs the Nominating & Corporate Governance Committee, indicating a central role in board refreshment, skills alignment, and evaluation; his transition off the Audit Committee in 2025 was part of committee refresh while remaining in a leadership post, which supports governance robustness .
Independence and attendance: Independent status confirmed; attendance at/above the 75% threshold; participation in quarterly executive sessions enhances independent oversight .
Alignment and incentives: Director pay mixes modest cash retainers with equity via time-vested options sized to peer ownership at the 62.5th percentile; equity accelerates on change in control, a common feature but worth monitoring for potential entrenchment vs. alignment dynamics. 2024 comp shows a significant equity component ($185,239 options vs. $59,000 cash) which favors stockholder alignment through option exposure .
Conflicts/related-party exposure: No related-party transactions disclosed involving Mr. Pisano; related-party disclosure in 2024 involved a vendor relationship tied to another director’s family (Inizio Evoke), not Pisano .
Risk indicators: Hedging prohibitions in the insider trading policy reduce misalignment risk; no pledging by Mr. Pisano disclosed; Section 16 compliance clean in 2024; no legal or regulatory actions disclosed related to Mr. Pisano in the proxy .

RED FLAGS: None identified specific to Mr. Pisano in the latest proxy. Continue to monitor equity acceleration terms in change-in-control scenarios and any future related-party disclosures.