Jerome Adams
About Jerome Adams
Jerome Adams, MD, age 50, has served as an independent director of Atea Pharmaceuticals since 2021; he chairs the Strategy and Public Policy (SPP) Committee and is a member of the Nominating and Corporate Governance (NCG) Committee. He holds a BA from University of Maryland Baltimore County, an MPH from UC Berkeley, and an MD from Indiana University School of Medicine . The Board affirmatively determined he is independent under Nasdaq rules; he is a Class III director with a term ending in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Health and Human Services | 20th U.S. Surgeon General | 2017–2021 | Led Office of the Surgeon General; advised HHS Secretary on public health |
| Indiana State Department of Health | Commissioner | 2014–2017 | Cabinet advisor; managed ~$350M budget; led Ebola, Zika, HIV responses |
| Ball Memorial Hospital | General Anesthesiologist | 2006–2008 | Clinical practice |
| Indiana University | Associate Professor of Anesthesia | 2008–2017; 2021–present | Academic leadership |
| Walter Reed Medical Center | General Anesthesiologist | 2018–2021 | Clinical practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Purdue University | Presidential Fellow; Executive Director, Center for Community Health Enhancement and Learning | 2021–present | Leads community health initiatives |
| Purdue University | Distinguished Professor of Practice (Pharmacy Practice; Public Health) | 2021–present | Health equity focus |
Board Governance
- Committee assignments: Strategy and Public Policy (Chair); Nominating and Corporate Governance (Member) .
- Independence: Board determined Adams is independent under Nasdaq rules; no family relationships among directors/executives .
- Attendance and meetings: Board met 5 times in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Compensation Committee met 4 times; Audit Committee met 5 times; NCG met 1 time; SPP met 1 time in 2024 .
- Anti-hedging/pledging: Company policy prohibits directors from hedging or pledging Company stock; also prohibits margin holding of Company securities .
Fixed Compensation
| Compensation Type | Amount Prior to June 20, 2024 | Amount as of June 20, 2024 |
|---|---|---|
| Annual Board Retainer (cash) | $40,000 | $45,000 |
| Lead Director Fee | $25,000 | $26,000 |
| Committee Chair Fees – Audit | $20,000 | $20,000 |
| Committee Chair Fees – Compensation | $15,000 | $15,000 |
| Committee Chair Fees – NCG | $10,000 | $10,000 |
| Committee Chair Fees – SPP | $20,000 | $20,000 |
| Committee Member Fees – Audit | $10,000 | $10,000 |
| Committee Member Fees – Compensation | $7,500 | $7,500 |
| Committee Member Fees – NCG | $5,000 | $5,000 |
| Committee Member Fees – SPP | $10,000 | $10,000 |
| 2024 Director Compensation (Adams) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $67,708 |
| Stock Awards (RSUs) – Grant Date Fair Value | $101,824 |
| Option Awards – Grant Date Fair Value | $92,490 |
| All Other Compensation (Consulting Fees) | $110,000 |
| Total | $372,022 |
Note: Consulting agreement paid Dr. Adams $110,000 in 2024, in addition to Board fees .
Performance Compensation
| Award Type | Grant Date | Shares | Exercise Price | Grant Date Fair Value | Vesting Schedule | Change-in-Control Terms |
|---|---|---|---|---|---|---|
| RSUs (Annual) | 6/21/2024 | 29,600 | N/A | $101,824 | Vest in a single installment on the earlier of first anniversary of grant or next annual meeting, subject to continued service | Outstanding initial and annual director awards vest in full immediately prior to a change in control |
| Stock Options (Annual) | 6/21/2024 | 41,200 | $3.44 per share | $92,490 (agg. fair value; $2.24 per option) | Annual options vest in 12 equal monthly installments post-grant; initial options vest in 36 monthly installments; 10-year expiration; strike at FMV on grant date | Outstanding initial and annual director awards vest in full immediately prior to a change in control |
Other Directorships & Interlocks
| Public Company Boards (past five years) | Role | Tenure | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
Expertise & Qualifications
- Public health and policy leadership from tenure as U.S. Surgeon General and Indiana Health Commissioner, offering insights into viral disease eradication and prevention .
- Current academic and health equity roles at Purdue University align governance oversight with evolving healthcare demands .
- Recognitions include Distinguished Service Medal, Presidential Unit Citation, Army Military Medical Merit Medal, Global Health Campaign Medal, and Humanitarian Service Medal .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | As of | Shares Outstanding |
|---|---|---|---|---|
| Jerome Adams, MD | 268,634 | <1% | April 22, 2025 | 85,579,475 |
| Outstanding Director Equity Awards (12/31/2024) | Shares |
|---|---|
| Stock Awards (RSUs) | 29,600 |
| Outstanding Stock Options | 205,884 |
Anti-hedging/anti-pledging policy prohibits directors from hedging or pledging Company equity; holding in margin accounts is also prohibited .
Governance Assessment
- Strengths: Independent director with deep public health expertise; chairs SPP, a strategic committee aligned with Atea’s antiviral focus . Anti-hedging/anti-pledging policy strengthens alignment with long-term shareholders .
- Engagement & attendance: Board met 5 times; Adams met the ≥75% attendance threshold; all directors attended the 2024 annual meeting, supporting engagement .
- Compensation & alignment: Annual equity awards (RSUs and options) with defined vesting; beneficial ownership of 268,634 shares (<1%) plus significant outstanding options suggests moderate “skin in the game” with equity incentives .
- Potential red flags: $110,000 consulting fees paid to Adams alongside director compensation could create perceived independence/related-party optics; Board nonetheless affirmed Nasdaq independence . Director equity awards use single-trigger full vesting upon change in control, which can be viewed as less shareholder-friendly than double-trigger structures for directors .
- Committee cadence: NCG and SPP each met once in 2024; monitor whether cadence supports robust oversight given strategic and governance remits .