DEF 14A of Siga Technologies Inc
Filed Apr 26, 2024 · FY20230001140361-24-022264
BOARD OF DIRECTORS
BOARD OF DIRECTORS The current directors are Jaymie A. Durnan, Harold E. Ford, Jr., Evan A. Knisely, Joseph W. Marshall, III, Gary J. Nabel, Julian Nemirovsky, Diem Nguyen, Holly L. Phillips, and Jay K. Varma.
Director Nominee Information
Director Nominee Information Jaymie A. Durnan has served as a director of SIGA since June 2020. Mr. Durnan is currently the Assistant to the Director for Strategic Initiatives at Massachusetts Institute of Technology Lincoln Laboratory, the nation’s premier federally funded Department of Defense research, development and prototyping center. He also served in this role from September 2015 to May 2022. He is also the Chairman of the Andrew W. Marshall Foundation, a nonprofit corporation focused on understanding the strategic competitions the U.S. will face in the future. A member of the New York State Bar, he served from June 2022 through December 2022 as Senior Vice President, Chief Administrative Officer at MacAndrews and Forbes Holding Inc. and from approximately 1992 through 1999 as a Senior Vice President and Special Counsel at MacAndrews & Forbes Holding Inc. Mr. Durnan also served as a Product Line Manager at BAE Systems; a Partner at Radius Capital Partners, a private investment firm; and as the Managing Member of Woodbury Hill Partners, LLC, a strategic advisory firm counseling companies from startup to the Fortune 200. His government service includes as a member of the Federal Senior Executive Service, where he served as a Special Assistant (Chief of Staff) to the Deputy Secretary of Defense and a Special Assistant to the Secretary of Defense in the President George W. Bush administration. He also served as the Senior Advisor to the Chief Technology Officer and Assistant Secretary of Defense for Research and Engineering in the Department of Defense in the President Barack Obama administration. A retired naval officer, he served as an aircraft carrier-based naval aviator; an operations analyst on the staff of the Chief of Naval Operations; an Aide to the Chief of Naval Operations; a member of staff of the Chairman of the Joint Chiefs of Staff supporting arms control negotiations; a Military Assistant to Director of the Office of Net Assessment where he pursued topics related to forecasting future capabilities and alternative security environments; and a Military Social Aide to the President of the United States. For his service, Mr. Durnan has received some of the highest Defense Department non-combat awards, including the Department of Defense Medal for Distinguished Public Service, and the Navy Distinguished Public Service Award presented by the Secretary of the Navy to a civilian for specific courageous or heroic acts or exceptionally outstanding service of substantial and long-term benefit to the Navy, Marine Corps or Department of the Navy. In addition to SIGA Technologies, Mr. Durnan serves as a director of Kimball Physics, is a member of the Boards of Advisors of Mantis Health and the Hudson Institute Center for Defense Concepts and Technology, and is an affiliated faculty member at the George Mason University Center for Government Contracting. He has served as a director or trustee for MacAndrews & Forbes Worldwide Corp.; Swift Prepaid Solutions; KS ARIA Corp; Antioch New England University; Unity College, and DEFENSEWERX. He is a graduate of the United States Naval Academy, Georgetown University, and the Georgetown University School of Law. Mr. Durnan brings many years of experience in the defense industry to the Board of Directors, which positions him well to provide oversight for our Company in a highly regulated industry and to provide guidance in government relations, particularly with the Department of Defense and other government agencies. Harold Ford, Jr. joined the SIGA Board of Directors in November 2022. He is a former five-term Tennessee Congressman and is currently an EVP and New York Regional President for PNC Bank and also serves on the board of directors of the CME Group. Prior to joining PNC, Mr. Ford spent more than 10 years in investment banking with Merrill Lynch and Morgan Stanley. In addition, he was nonexecutive chair of Rx Saver, a patient directed prescription medication search engine platform. Mr. Ford is also a co-host of “The Five” and is a frequent contributor to “Special Report with Bret Baier.” Mr. Ford earned a BA in history from the University of Pennsylvania and a JD from the University of Michigan. Mr. Ford’s many years of experience within government provides insight with regard to government relations, and his financial and business background provides insight into many aspects of our business. Evan A. Knisely joined the SIGA Board of Directors in June 2023. Mr. Knisely is the founder of Tides Group, LLC, a boutique corporate strategy and government relations consulting firm. Tides Group, LLC was founded in October 2020. Prior to establishing Tides Group, Mr. Knisely served between 2006 and 2020 as an executive with MacAndrews & Forbes Incorporated, a private diversified holding company with investments in publicly traded and privately held companies. Most recently, Mr. Knisely served as Executive Vice President, Government Affairs managing all federal public policy, regulatory, and political matters for MacAndrews & Forbes Incorporated and its affiliated companies. Preceding MacAndrews and Forbes, Mr. Knisely served for eight years as Vice President at Van Scoyoc Associates, Inc., a government relations firm. Mr. Knisely is a member of the Ford’s Theatre Board of Trustees; a past president of the Business-Government Relations Council; and sits on the Limited Partner Advisory Committee of Cobro Ventures Opportunity Fund, L.P. Mr. Knisely is a graduate of Tufts University. Mr. Knisely’s many years of experience as a government advisor to the Company, and other companies, provide unique value to the Board of Directors. Joseph W. “Chip” Marshall, III has served as a director of SIGA since early 2009. Mr. Marshall is the former President and Chief Executive Officer of Temple University Health System (2001-2008). In 2000, he became Chair of Temple University Health System and served in that capacity until 2007. Mr. Marshall returned as Chair of Temple Health in 2018. Prior to 2000, Mr. Marshall was a founding partner at Goldman & Marshall P.C., Philadelphia, PA, a corporate healthcare law firm. He received his B.A. and J.D. degrees (1975 and 1979, respectively) from Temple University. In 1990, he joined the Temple University Board of Trustees. He was a founding member of the Temple University Health System Board of Directors in 1995. He served on the Pennsylvania State Ethics Commission in the 1980s and early 1990s, including as Chairman for a portion of that period. During 2005-2006, he served as a Member of the Federal Medicaid Commission. Additionally, during 2004-2006, he served as a Member of the Pennsylvania Gaming Control Board. Mr. Marshall is the lead independent director of Gaming and Leisure Properties, Inc., and he is a director of Maxim Healthcare Services, a privately held company in Columbia, Maryland. Mr. Marshall is currently the chair of the Board of the Fox Chase Comprehensive Cancer Center, as well as chair of the Board of Chestnut Hill Hospital in Philadelphia, PA. Mr. Marshall has more than 30 years of experience in healthcare and is a prominent and highly regarded figure in the healthcare and higher education sectors. His leadership experience, business and financial experience, visibility and expertise in healthcare are of considerable value to the Board of Directors.
Director Nominee Information
Gary J. Nabel M.D., Ph.D. has served as a director of SIGA since June 2021. Dr. Nabel is currently President and CEO of ModeX Therapeutics Inc, a biotech startup in Natick, MA. He recently retired as Chief Scientific Officer, Global Research and Development, and Head of the North American R&D Hub at Sanofi. In addition to serving as Senior Vice President for the company, Dr. Nabel also oversaw the Breakthrough Lab, which developed the first trispecific antibodies now in development for HIV as published in Science, as well as cancer immunotherapies and novel vaccines. The Chief Scientific Office sponsored external innovation awards, the Postdoctoral and Innovation Fellows Programs, and the Global Science Awards. An author of more than 450 scientific publications, Dr. Nabel joined Sanofi in 2012 from the National Institutes of Health, where he served as Director of the Vaccine Research Center (“VRC”) since 1999, during which time, he provided overall direction and scientific leadership of the basic, clinical, and translational research activities and guided development of novel vaccine strategies against HIV, universal influenza, Ebola and emerging infectious disease viruses. His work encompasses basic mechanisms of HIV gene activation, structure-based vaccine design, and immunotherapy. Dr. Nabel graduated magna cum laude from Harvard College in 1975 and continued his graduate studies at Harvard, completing his Ph.D. in 1980 and his M.D. two years later, followed by a post-doctoral fellowship with David Baltimore at the Whitehead Institute. In recognition of his expertise at the forefront of virology, immunology, gene therapy, and molecular biology, Dr. Nabel was elected to the National Academy of Medicine in 1998. Among his many other honors, Dr. Nabel received the Amgen Scientific Achievement Award from the American Society for Biochemistry and Molecular Biology, the Health and Human Services Secretary’s Award for Distinguished Service, and is a fellow of the American Association of Physicians, and the American Academy of Arts Sciences. Dr. Nabel’s broad experience and expertise within the pharmaceutical and biotech industries, as well as Dr. Nabel’s history of leadership within the National Institutes of Health, provide the Board with valuable insights into many aspects of our business. Julian Nemirovsky has served as a director of SIGA since December 2020. Mr. Nemirovsky served as Senior Vice President, Capital Markets at MacAndrews & Forbes, where he was responsible for managing all capital-structure matters relating to the firm’s portfolio companies and new investments until March 2023. Prior to joining MacAndrews in 2020, he spent nine years at MidOcean Credit Partners, where he held the title of Principal and Portfolio Manager. In that role, he was responsible for management of over $1 billion of assets across several opportunistic credit strategies including long/short hedge funds and illiquid credit drawdown funds. Prior to joining MidOcean in 2011, he was an Associate at Union Capital, a lower-middle market private equity firm. He began his career in 2006 as an Analyst in Goldman Sachs’ Leveraged Finance group within the Investment Banking division. Julian holds a BBA from Baruch College and an MBA from the Tuck School of Business (Dartmouth). Mr. Nemirovsky’s extensive background in asset management provides the Board of Directors with valuable experience and expertise in finance. Diem Nguyen, Ph.D., MBA, began serving as our Chief Executive Officer and as a director of SIGA on January 27, 2024. She joined the Company from Xalud Therapeutics, a clinical stage biotechnology company developing treatments for inflammatory diseases, including pain associated with osteoarthritis, and neurodegenerative diseases, where she served as Chief Executive Officer from October 2020 until January 2024. Prior to Xalud Therapeutics, Dr. Nguyen served as executive vice president of biopharma at PPD Inc. from April 2018 until May 2020, a leading global clinical research organization providing integrated drug development services. From 2009-2018, Dr. Nguyen served in several roles at Pfizer including global president, Americas, Pfizer Essential Health, where she was responsible for diverse commercial businesses in the U.S., Latin America, Canada, and Puerto Rico representing more than $11 billion in annual revenue. Dr. Nguyen serves as a member of the board of directors of Candel Therapeutics, Inc., Verrica Pharmaceuticals Inc., and Xalud Therapeutics. Dr. Nguyen earned a Ph.D. in biochemistry and molecular genetics at the University of Virginia, as well as an M.B.A. from Darden Graduate School of Business Administration. Dr. Nguyen’s long career in various management positions within industry, as well as Dr. Nguyen’s position as Chief Executive Officer of SIGA, provides the Board of Directors with valuable leadership and insight into many aspects of our business. Holly Phillips, M.D., has served as a director of SIGA since March 2021. Dr. Phillips, a Board-Certified General Internist in private practice in Manhattan, brings 20 years of clinical experience and professional connections throughout the City’s major hospital systems to SIGA’s board. An acclaimed journalist, Dr. Phillips has gained nationwide recognition as a Senior Medical Contributor for CBS News and Chief Medical Correspondent for CBS2 News. She has also served as an on-air expert and anchor for the nationally syndicated program “The Doctors”. Frequently quoted in print, Dr. Phillips has held contributing editor roles for both Prevention, and Cosmopolitan. Dr. Phillips is the author of “The Exhaustion Breakthrough,” published by Rodale, a New York Times Digital Bestseller for Health and Wellness. Dr. Phillips obtained a B.A. in English from Williams College and an M.D. from Columbia University College of Physicians and Surgeons. She has held past associate professorships and affiliations with Lenox Hill Hospital, from which she was awarded the Letter of Commendation in Women’s Health. Dr. Phillips is a member of the American Medical Association, the American College of Physicians, and the Independent Doctors Association of New York. Dr. Phillips’ many years of patient-facing interactions, broad network of hospital-based and institutional relationships, and communication, broadcast and journalism experience, provide the Board of Directors with unique insight into the perspectives of a wide range of stakeholders.
Director Nominee Information
Jay K. Varma, M.D., began serving as Executive Vice President and Chief Medical Officer on September 6, 2023, and has served on the SIGA Board of Directors since November 2022. Dr. Varma is an expert on the prevention and control of diseases, having led epidemic responses, developed global and national policies, and led large-scale programs that have saved hundreds of thousands of lives in China, Southeast Asia, Africa, and the United States. From 2001-2021, he worked for the U.S. Centers for Disease Control and Prevention with postings in Atlanta, Thailand, China, Ethiopia, and New York City. Recruited by the Mayor of New York at the peak of the COVID epidemic, Dr. Varma served from April 2020 to May 2021 as the principal scientific spokesperson and architect for New York City’s COVID-19 pandemic response, including the largest diagnostic testing and contact tracing programs in the country, the phased re-opening of businesses, the health policies and practices for the safe re-opening of the largest public school system in the country, and vaccination campaigns. In September 2021, Dr. Varma joined Weill Cornell Medicine to conduct research, training, and programs on public health and directed a new center focused on pandemic prevention, preparedness, and response, until he joined Siga in September 2023. Dr. Varma remains a Professor of Population Health Sciences at Weill Cornell Medicine (“courtesy”/unpaid position). Dr. Varma graduated with highest honors from Harvard University for his undergraduate education, and completed medical school, internal medicine residency, and chief residency at the University of California, San Diego School of Medicine. Dr. Varma’s experience within government and public health provides the Board of Directors with unique insight into the perspective of a broad range of stakeholders.
Overview
| • | annual or other time-based cash incentive compensation, and |
Overview
| • | long-term incentive compensation often in the form of equity awards. |
The Role of the Independent Compensation Consultants
The Role of the Independent Compensation Consultants The Compensation Committee has the authority to retain compensation consultants to advise the Compensation Committee as it deems necessary to carry out its duties. In 2023, the Compensation Committee used the services of Pearl Meyer & Partners (“Pearl Meyer”) as its independent executive compensation consultant in accordance with its Committee Charter. The Compensation Committee has the discretion to use analyses prepared by the consultant as part of its review of SIGA’s executive compensation practices. The consultant reports directly to the Compensation Committee, and the Compensation Committee has the final authority to hire and terminate the consultant. Pearl Meyer is available to attend meetings of the Compensation Committee when requested, and is available to communicate with the committee chairperson between meetings; however, the Compensation Committee makes all decisions regarding any compensation matters that are discussed with Pearl Meyer. Pearl Meyer does not provide any consulting advice to SIGA other than these services to the Compensation Committee. In retaining Pearl Meyer, the Compensation Committee has considered the independence factors required under Nasdaq rules.
The Role of Competitive Market Data and Benchmarking
The Role of Competitive Market Data and Benchmarking In reviewing the compensation of the Chief Executive Officer and other executive officers, the Compensation Committee considers the compensation awarded to executives of similarly situated companies, the Company’s performance, the respective individual’s performance and long-term contribution to achieving the Company’s objectives, compensation given to executives in past years, anticipated changes to future duties and other factors the Compensation Committee deems appropriate. As necessary, the Compensation Committee works with its independent consultants to develop reasonable market benchmarks, relying on data from well-recognized compensation survey providers, as well as general marketing knowledge. Additionally, a peer group for the Company, which is periodically updated in consultation with the Compensation Committee’s independent compensation consultants, is periodically used as a reference point for executive compensation levels. Setting of the peer group reflects a variety of factors, including: the industry specialization of potential peer companies, the number of commercial drug products in select geographic markets at potential peer companies, the historical market capitalization of SIGA relative to the market capitalization of potential peer companies, and the historical and expected gross and net cash inflows of SIGA relative to the actual and projected commercial revenue and EBIT of potential peer companies. This group of companies provides appropriate compensation data because of comparable quantitative and qualitative metrics and because these companies may compete with us for executives and other employees. The group of companies in the current peer group consist of:
The Role of Competitive Market Data and Benchmarking
| Catalyst Pharmaceuticals, Inc. | Paratek Pharmaceuticals, Inc.* | | Intercept Pharmaceuticals, Inc.* | Rigel Pharmaceuticals, Inc. | | Mannkind Corp. | Travere Therapeutics, Inc. | | Omeros Corporation | Vanda Pharmaceuticals, Inc. |
The Role of Competitive Market Data and Benchmarking
| * Intercept was acquired in September 2023 and Paratek was acquired in June 2023. |
Annual Incentive Compensation
Annual Incentive Compensation The Compensation Committee, in its discretion, may establish cash incentive programs and otherwise award bonuses to executive officers and key employees. Annual incentive compensation to our executive officers is payable pursuant to contractual provisions with certain executives that provide eligibility to receive bonuses, in the sole discretion of the Board of Directors or Compensation Committee based on the executive’s performance, economic and business conditions affecting the Company, and the financial condition of the Company. The Compensation Committee approves or makes recommendations to the Board of Directors with respect to annual incentive compensation.
2023 Performance Year Bonus Program
2023 Performance Year Bonus Program For the 2023 performance year, the Board of Directors approved cash bonuses for executive officers based on the recommendation of the Compensation Committee. The Compensation Committee evaluated the performance of executive officers, and set cash bonus eligibility, within the context of the Company’s overall performance. Performance has been assessed by the Compensation Committee and the Board of Directors based upon a range of considerations. Key corporate goals, as established early each year, provide the Compensation Committee and the Board of Directors with a measurement guide for executive officer performance. Such goals measure progress in the context of strategic, financial, commercial and regulatory activities that are believed to create enterprise value. These corporate goals are heavily weighted toward activities important in the successful performance of our existing government contracts (domestic and/or international), the award of new government contracts (domestic and/or international), the pursuit of emerging opportunities, continued and substantive R&D and regulatory progress in connection with TPOXX, and the building of capabilities that would support long-term growth at the Company. Achievement of pre-specified corporate goals, as well as achievement of corporate goals added during the year in response to new or evolving opportunities, in combination with other considerations as contemplated by the Compensation Committee and the Board of Directors, provided executives with an opportunity to earn a cash bonus. The target annual bonus in 2023 (the “Target Annual Cash Bonus”) is equivalent to 100% of annual base salary for each Named Executive Officer. A pro-rate portion of Dr. Varma’s 2023 annual bonus was guaranteed at target level in accordance with the terms of his employment contract with the Company. A summary of key corporate goals for the 2023 performance year is as follows:
2023 Performance Year Bonus Program
| • | Maximize the value of procurement contract opportunities with the U.S. government. |
2023 Performance Year Bonus Program
| • | Build on sales progress in international markets that started with the 2022 mpox outbreak. |
2023 Performance Year Bonus Program
| • | Achieve substantial progress in the expansion of TPOXX label indications (including post-exposure prophylaxis, and mpox clinical activity). |
2023 Performance Year Bonus Program
| • | Continue to identify and pursue asset maximization (including capital management) and strategic opportunities for the Company. |
2023 Performance Year Bonus Program
| • | Continue to evolve mpox response strategies. |
2023 Performance Year Bonus Program
For the 2023 performance year, based on a range of considerations including the achievement of corporate goals and each individual’s contribution to Company performance (as discussed below), the Compensation Committee recommended to the Board of Directors, that Dr. Gomez, Mr. Luckshire and Dr. Hruby be paid a performance cash bonus equivalent to their Target Annual Cash Bonus. For Dr. Gomez, the Board of Directors approved a cash bonus of $912,928 based on the recommendation of the Compensation Committee. In the Compensation Committee’s evaluation of Dr. Gomez’s contribution to the Company’s performance, a broad range of factors were considered, including: Dr. Gomez’s role in the Company’s performance in the context of corporate goals; the overall management of the Company; progress in the performance of strategic, regulatory and commercial activities; identification and development of product candidates; identification and assessment of growth opportunities; the establishment and maintenance of successful relationships with the Company’s customers, potential customers, various funding and research partners, the Board of Directors and shareholders; and Dr. Gomez’s leadership with respect to government procurement and development contracts and business development initiatives. For Mr. Luckshire, the Board of Directors approved a cash bonus of $709,070 based on the recommendation of the Compensation Committee. In the Compensation Committee’s evaluation of Mr. Luckshire’s contribution to the Company’s performance, a broad range of factors were considered, including: Mr. Luckshire’s role in the Company’s performance in the context of corporate goals; Mr. Luckshire’s contribution to the management of the Company; Mr. Luckshire’s relationships with shareholders and potential investors; Mr. Luckshire’s efforts with respect to financial regulatory compliance (including compliance with any applicable listing rules, securities laws and all related regulations), and the preparation of and compliance with the Company’s budget; Mr. Luckshire’s responsiveness in addressing any timely financial or operational developments as they arose; and Mr. Luckshire’s substantive role in the performance of government procurement contracts. For Dr. Hruby, the Board of Directors approved a cash bonus of $705,557 based on the recommendation of the Compensation Committee. In the Compensation Committee’s evaluation of Dr. Hruby’s contribution to the Company’s performance, a broad range of factors were considered, including: Dr. Hruby’s role in the Company’s performance in the context of corporate goals; Dr. Hruby’s achievement of development program objectives within budgetary requirements; Dr. Hruby’s contribution to key business initiatives; Dr. Hruby’s relationships with regulators and current and possible future scientific partners; compliance with government contract requirements; Dr. Hruby’s management of the Company’s research and development facility located in Corvallis, Oregon; Dr. Hruby’s contribution to scientific, regulatory and clinical responses to emerging trends; and Dr. Hruby’s substantial role in the performance of development and procurement contracts with the U.S. government. For Dr. Varma, the Board of Directors approved a cash bonus of $242,466, which represented a pro-rated annual bonus payment previously agreed in Dr. Varma’s employment contract. The cash bonuses for Dr. Gomez, Mr. Luckshire, Dr. Hruby, and Dr. Varma were paid in January 2024. We believe that our annual incentive bonus program motivates and encourage our executives to fulfill or exceed our objectives and provide us with the opportunity to maximize long-term value creation for the Company.
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards The Compensation Committee believes that granting equity-based incentives can provide officers and employees with a strong economic interest in maximizing stock price appreciation over the long term. The Compensation Committee also believes that the practice of granting equity-based incentives can be useful in retaining and recruiting the key talent necessary to ensure the Company’s continued success. This element of compensation is governed by the Company’s 2010 Stock Incentive Plan (the “2010 Plan”) which provides for grants of incentive stock options (“ISOs”); nonqualified stock options; stock appreciation rights (“SARs”); restricted stock units (“RSUs”); and shares of restricted and unrestricted stock to our executives, directors and employees. The 2010 Plan is administered by our Compensation Committee, which takes into account of management’s recommendations concerning persons to be granted awards, and determines the number of and type of equity-based awards to be granted to each such person, and the terms and conditions of any grant as permitted under the 2010 Plan. In determining whether to grant a share-based award to a Named Executive Officer and if so, in assessing the size of a share-based award, the Compensation Committee considers not only competitive market factors, changes in responsibility, prior year compensation and the executive officer’s performance, but also the number, term and vesting of stock-based awards previously granted to the officer. The Compensation Committee may also consider the total compensation package or changes made thereto, when determining whether to make a stock-based award. The number of shares granted to a Named Executive Officer, and whether shares are granted, is determined by the Compensation Committee based on its consideration of the nature of the Named Executive Officer’s individual responsibilities and short and long-term contributions. In connection with its review of compensation matters for the Company’s executive officers, the Compensation Committee also reviews information regarding the overall compensation, including stock-based awards, of similarly situated executives at peer companies. In May 2023, Mr. Luckshire and Mr. Hruby each received an equity award. Mr. Luckshire and Mr. Hruby each received an award in May 2023 of 48,387 and 64,516 RSUs, respectively which vest in equal yearly installments over a period of two years with half of such RSUs vesting on July 1, 2024 and the other half vesting on July 1, 2025, subject to continued employment. The awards of RSUs were made, in part, in recognition of Mr. Luckshire’s and Mr. Hruby’s historical contributions to the Company’s financial and operational performance during prior periods as to which awards had not been made.
Severance and Change of Control Agreements
Severance and Change of Control Agreements We also provide our executive officers with severance and change of control arrangements in their employment contracts. The severance and change of control packages are intended to provide our executive officers with a sense of security in making the commitment to dedicate their professional careers to our success. Due to our size relative to other public companies and our operating history, we believe that severance and change of control arrangements are necessary to help us attract and retain necessary skilled and qualified executive officers to continue to grow our business. Details with respect to our severance and change of control arrangements with our executive officers are set forth below under the heading “Potential Payments upon Termination or Change of Control.”
Summary Compensation Table
Summary Compensation Table The following table sets forth the total compensation of the Company’s Named Executive Officers for the last three fiscal years ended December 31, 2023:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All other Compensation ($) | Total ($) | | Phillip L. Gomez, Ph.D.(3) Chief Executive Officer | 2023 | 912,928 | 912,928 | — | — | — | — | 1,825,856 | | | 2022 | 869,456 | 869,456 | — | — | — | — | 1,738,912 | | | 2021 | 844,132 | 844,132 | — | — | — | — | 1,688,264 | | Daniel J. Luckshire Executive Vice President, & Chief Financial Officer | 2023 | 709,070 | 709,070 | 300,000 | — | — | — | 1,718,140 | | | 2022 | 675,305 | 709,070 | — | — | — | — | 1,384,375 | | | 2021 | 655,636 | 655,636 | — | — | — | — | 1,311,272 | | Dennis E. Hruby, Ph.D. Executive Vice President & Chief Scientific Officer | 2023 | 705,557 | 705,557 | 400,000 | — | — | — | 1,811,114 | | | 2022 | 671,960 | 739,156 | — | — | — | — | 1,411,116 | | | 2021 | 652,388 | 652,388 | — | — | — | — | 1,304,776 | | Jay K. Varma, M.D. Executive Vice President & Chief Medical Officer | 2023 | 244,318 | 242,466 | — | — | — | 183,750(4) | 670,534 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |
Summary Compensation Table
| (1) Bonuses are shown in the year in which they were accrued and earned. |
Summary Compensation Table
| (2) Amounts set forth in this column represents the aggregate grant date fair value of RSUs in accordance with FASB ASC Topic 718. No assumptions were made in this calculation. Mr. Hruby and Mr. Luckshire were awarded 64,516 and 48,387 RSUs, respectively, on May 11, 2023. |
Summary Compensation Table
| (3) Mr. Gomez resigned effective January 26, 2024. |
Summary Compensation Table
| (4) Represents compensation earned during 2023 as a Board member, prior to becoming an employee of the Company, which consists of $33,750 of fees earned and an annual award of RSUs with a grant date value of $150,000 computed in accordance FASB ASC Topic 718. No assumptions were made in this calculation. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Phillip L. Gomez, Ph.D. | — | — | — | — | — | | Daniel J. Luckshire | 5/11/2023 | 48,387(2) | — | — | 300,000 | | Dennis E. Hruby | 5/11/2023 | 64,516(2) | — | — | 400,000 | | Jay K. Varma Ph.D. | 6/12/2023 | 24,712(3) | — | — | 150,000 |
Grants of Plan-Based Awards
| (1) Represents the grant date fair value of RSUs granted in 2023 computed in accordance with FASB ASC Topic 718. No assumptions were made in this calculation. |
Grants of Plan-Based Awards
| (2) Represents the number of RSUs awarded to Mr. Luckshire and Mr. Hruby. Mr. Luckshire and Mr. Hruby were awarded 48,387 and 64,516 RSUs, respectively, in May 2023. The awards vest in equal yearly installments over a period of two (2) years, with 50% of such RSUs vesting on July 1, 2024 and the remaining 50% of such RSUs vesting on July 1, 2025, subject to continued employment. |
Grants of Plan-Based Awards
| (3) Represents 17,298 stock-settled RSUs awards and 7,414 cash-based RSUs awarded to Dr. Varma as part of his annual Director compensation prior to joining the Company as an executive officer. The awards vest on June 11, 2024, subject to continued employment or service. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides certain summary information concerning unexercised options and equity incentive plan awards for each Named Executive Officer as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Phillip L. Gomez. Ph.D. | — | — | — | — | — | — | — | — | — | | Daniel J. Luckshire | — | — | — | — | — | 48,387(1) | 292,741 | — | — | | Dennis E. Hruby, Ph.D. | — | — | — | — | — | 64,516(1) | 390,322 | — | — | | Jay K. Varma, M.D. | 27,060(4) | — | — | 8.56(4) | 11/10/2032 | 17,298(2) | 96,869 | — | — | | | — | — | — | — | — | 7,414(3) | 41,518 | — | — |
Outstanding Equity Awards at Fiscal Year End
| (1) Represents RSUs granted on May 11, 2023, which vest in equal yearly installments over a period of two (2) years, with the 50% of such RSUs vesting on July 1, 2024 and the remaining 50% of such RSUs vesting on July 1, 2025. Values are based on the closing price of the Company’s common stock on December 29, 2023 (the last trading day of 2023) of $5.60 per share plus the accrued dividend of $0.45 declared on May 4, 2023 which will be paid as the underlying RSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (2) Represents RSUs granted on June 12, 2023, which vest on June 11, 2024. Value is based on the closing price of the Company’s common stock on December 29, 2023 of $5.60 per share. |
Outstanding Equity Awards at Fiscal Year End
| (3) Represents cash-based RSUs granted on June 12, 2023, which vest on June 11, 2024. Value is based on the closing price of the Company’s common stock on December 29, 2023 of $5.60 per share. |
Outstanding Equity Awards at Fiscal Year End
| (4) Amounts were adjusted to reflect the impact of the 2023 dividend declared on May 4, 2023. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth any exercises of stock options and the vesting of restricted stock units for each of the Named Executive Officers for the year ended December 31, 2023:
Option Exercises and Stock Vested
| | Option Awards | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Phillip L. Gomez, Ph.D. | — | — | — | — | | Daniel J. Luckshire | — | — | — | — | | Dennis E. Hruby, Ph.D. | — | — | — | — | | Jay K. Varma, M.D. | — | — | — | — |
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control
CEO Pay Ratio
CEO Pay Ratio Our CEO Pay Ratio was calculated in compliance with the requirements set forth in Item 402(u) of Regulation S-K. Based on SEC rules for this disclosure and applying the methodology described below, we determined that our median employee’s total compensation was $136,392. Our Chief Executive Officer’s total compensation, as set forth in the summary compensation table in this proxy statement, was $1,825,856. Accordingly, our CEO to Employee Pay Ratio is approximately 13:1. We identified the median employee using our employee population as of December 31, 2023. We used a consistently applied compensation measure - W-2 earnings - across our employee population (excluding our Chief Executive Officer) as of such date in order to identify the median employee. Once the median employee was identified as described above, that employee’s total annual compensation for 2023 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (“NEOs”) (including our Chief Executive Officer) in the “Total” column of the Summary Compensation Table. The total compensation amounts included in the first paragraph of this pay-ratio disclosure were determined based on that methodology. The SEC’s pay ratio disclosure rules permit the use of estimates, assumptions, and adjustments, and the SEC has acknowledged that pay ratio disclosures may involve a degree of imprecision. We believe that the foregoing pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s pay ratio disclosure rules. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Director Compensation
Director Compensation The Compensation Committee of the Board of Directors conducted a review of Board compensation. The Compensation Committee’s independent compensation consultant prepared a competitive analysis and review of the cash and equity compensation for independent directors. Based on the review, the Compensation Committee recommended to the Board of Directors an independent director compensation structure. Such recommendation was approved by the Board and an updated compensation structure for non-employee directors became effective April 8, 2021. The compensation structure for non-employee directors is outlined below:
Director Compensation
| • | An annual retainer of $45,000 for members, with such payments to be made quarterly, in arrears; |
Director Compensation
| • | An annual retainer of $20,000 for service as the Audit Committee Chairperson and $10,000 for service as a member of the Audit Committee, with such payments to be made quarterly, in arrears; |
Director Compensation
| • | An annual retainer of $15,000 for service as the Compensation Committee Chairperson and $7,500 for service as a member of the Compensation Committee, with such payments to be made quarterly, in arrears; |
Director Compensation
| • | An annual retainer of $10,000 for service as the Nominating and Corporate Governance Committee Chairperson and $5,000 for service as a member of the Nominating and Corporate Governance Committee, with such payments to be made quarterly, in arrears; |
Director Compensation
| • | An annual award of RSUs with a grant value of $150,000 with up to 30% of the vested value to be settled in cash and at least 70% to be settled in stock to be granted on the date of the Annual Meeting with vesting upon the next Annual Meeting; and |
Director Compensation
| • | An award of 25,000 stock options upon a director’s initial appointment to the Board of Directors vesting upon the date of such grant. |
Director Compensation
During the fiscal year ending December 31, 2023, the directors of SIGA received total compensation as shown in the following table:
Director Compensation
| Name | Fees Earned [or Paid in Cash] ($) | Stock Awards ($)(5) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(13) | Total ($) | | Jaymie A. Durnan(1) | 50,000 | 150,000 | — | — | — | 6,579 | 206,579 | | Harold E. Ford, Jr(2) | 50,495 | 150,000 | — | — | — | — | 200,495 | | Phillip L. Gomez, Ph.D.(3) | — | — | — | — | — | — | — | | Julie M. Kane(4) | 33,764 | — | — | — | — | 6,579 | 40,343 | | Evan A. Knisely(6) | 24,602 | 150,000 | 122,500 | — | — | 240,000(14) | 537,102 | | Joseph W. Marshall, III(7) | 70,495 | 150,000 | — | — | — | 6,579 | 227,074 | | Gary J. Nabel(8) | 52,500 | 150,000 | — | — | — | 6,579 | 209,079 | | Julian Nemirovsky(9) | 61,745 | 150,000 | — | — | — | 6,579 | 218,324 | | Holly L. Phillips(10) | 53,750 | 150,000 | — | — | — | 6,579 | 210,329 | | Michael Plansky(11) | 34,066 | — | — | — | — | 6,579 | 40,645 | | Jay K. Varma, M.D.(12) | — | — | — | — | — | — | — |
Director Compensation
| (1) Chair of the Nominating and Corporate Governance Committee. |
Director Compensation
| (2) Member of the Audit Committee since June 2023. |
Director Compensation
| (3) Dr. Gomez ceased serving as a member of the Board of Directors on June 13, 2023 when his term expired at the end of our 2023 annual meeting of stockholders. Dr. Gomez did not receive additional compensation for is service on the Board. For information on the compensation paid to Dr. Gomez during fiscal year 2023, please see the Summary Compensation Table for applicable details. |
Director Compensation
| (4) Ms. Kane ceased serving as a member of the Board of Directors on June 13, 2023 when her term expired at the end of our 2023 annual meeting of stockholders. Ms Kane served as Chair of the Compensation Committee, and member of the Audit Committee. |
Director Compensation
| (5) Represents the grant date fair value of the award in accordance with the authoritative accounting literature. Valuation of the options is based on the methodology disclosed in the Form 10-k. |
Director Compensation
| (6) Member of the Board of Directors beginning in June 2023. |
Director Compensation
| (7) Member of the Nominating and Corporate Governance Committee, and chair of the Audit Committee since June 2023. |
Director Compensation
| (8) Member of the Compensation Committee. |
Director Compensation
| (9) Chair of the Compensation Committee since June 2023, and member of the Audit Committee since June 2023. |
Director Compensation
| (10) Member of the Compensation Committee since June 2023, and member of the Nominating and Corporate Governance Committee. |
Director Compensation
| (11) Mr. Plansky ceased serving as a member of the Board of Directors on June 13 2023 when his term expired at the end of our 2023 annual meeting of stockholders. Mr. Plansky served as Chair of the Audit Committee and member of the Nominating and Corporate Governance Committee. |
Director Compensation
| (12) Dr. Varma has served as Executive Vice President and Chief Medical Officer of the Company since September 2023 and a member of the Board of Directors since November 2022. For information on the fees Dr. Varma earned for his service as a member of the Board of Directors in 2023 prior to joining the Company as an executive officer, please see the Summary Compensation Table for applicable details. |
Director Compensation
| (13) Represents dividend equivalents paid with respect to RSU awards which vested during the fiscal year ending December 31, 2023; such amounts were paid out at the same time as the RSU awards to which they were attributable vested. |
Director Compensation
| (14) Represents fees earned in connection with services provided by the advisory firm owned by Mr. Knisely. See Transactions with Related Persons. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with Item 402(v) of Regulation S-K, the Company is required to disclose pay versus performance by comparing compensation amounts previously reported for the last four calendar years to the SEC’s definition of “Compensation Actually Paid” for such years. Also as required by the SEC, this section compares Compensation Actually Paid to various measures used to gauge performance at SIGA. Compensation Actually Paid is a required disclosure item, the amount of which is calculated in accordance with SEC rules. Such measure was not incorporated into the philosophy and strategy of compensation-setting set forth in the “Compensation Discussion and Analysis” of this proxy statement.
PAY VERSUS PERFORMANCE
| Pay Versus Performance Table | | | | | | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEOs Named Executive Officers4, | Value of initial fixed $100 investment based on: | | Net Income | Operating Income (Pre-Tax)(6) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(5) | | | | 2023 | $1,825,856 | $1,825,856 | $1,399,930 | $1,373,478 | $157 | $115 | $68,068,826 | $83,621,165 | | 2022 | $1,738,912 | $1,738,912 | $993,871 | $993,871 | $176 | $111 | $33,904,806 | $42,700,166 | | 2021 | $1,688,264 | $1,688,264 | $1,285,045 | $1,269,045 | $158 | $125 | $69,450,766 | $89,092,799 | | 2020 | $1,639,090 | $1,639,090 | $1,280,950 | $1,354,729 | $152 | $126 | $56,342,010 | $84,500,630 |
PAY VERSUS PERFORMANCE
| (1) Amount included here is the amount in the “Total” column from the Summary Compensation Table (“SCT”) for the principal executive officer (“PEO”) for the applicable year. For each covered year (i.e. 2020-2023), our PEO was Dr. Gomez. |
PAY VERSUS PERFORMANCE
| (2) “Compensation Actually Paid” is calculated by starting with the amounts reported for the PEO in the “Total” column of the SCT for the applicable year, with such amounts adjusted for stock based compensation. The PEO received no stock based compensation during the years presented. |
PAY VERSUS PERFORMANCE
| (3) Amount included here is the average of the amounts in the “Total” column from the SCT for the applicable year for each of the other non-PEO NEOs. For 2023, our non-PEO NEOs were: Messrs. Luckshire, Hruby and Varma. For 2022, 2021 and 2020, our non-PEO NEOs were Messrs. Luckshire and Hruby and Ms. Robin E. Abrams (former General Counsel and Chief Administrative Officer). The 2022 amount was impacted by the resignation of Ms. Abrams, effective April 18, 2022. The 2023 amount includes compensation paid to Dr. Varma, pro-rated based on his commencement date with the Company. |
PAY VERSUS PERFORMANCE
| (4) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Average Total Compensation for the NEOs as a group for each year to determine the compensations “actually paid”. |
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table for Non-PEO NEOs | Average Reported Value of Equity Awards | Total Average Equity Award Adjustments(a) | Average Compensation “Actually Paid” to Non-PEO NEOs | | 2023 | $1,399,930 | $(283,333) | $256,881 | $1,373,478 | | 2022 | $993,871 | — | — | $993,871 | | 2021 | $1,285,045 | — | $(16,000) | $1,269,045 | | 2020 | $1,280,950 | — | $73,779 | $1,354,729 |
PAY VERSUS PERFORMANCE
| a) | The amounts added or deducted in calculating the total average equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Applicable Year | Change in Fair Value as of Year- End of Any Prior Year Awards that Remain Unvested as of Year-End | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year | Total Equity Value Reflected in Compensation Actually Paid | | 2023 | $256,881 | — | — | $256,881 | | 2022 | — | — | — | — | | 2021 | — | — | $(16,000) | $(16,000) | | 2020 | — | $44,445 | $29,334 | $73,779 |
PAY VERSUS PERFORMANCE
| (5) The peer group, for purposes of this analysis, is the Nasdaq Biotechnology Index. The company’s stock performance relative to the Nasdaq Biotechnology Index is disclosed in the Company’s Form 10-K. |
PAY VERSUS PERFORMANCE
| (6) Operating income (pre-tax) is a financial measure that is consistent with U.S. GAAP that is considered by the Company as part of its executive compensation program. The Compensation Committee reviews a variety of performance goals and metrics for the purpose of awarding compensation to executive officers that are consistent with the Company’s overall compensation philosophy and the long-term interests of its shareholders. Among these, the Compensation Committee has identified operating income (pre-tax) as the most important financial performance measure (that is not otherwise required to be disclosed in the table above) used by the Company to link compensation actually paid to its NEOs for the year ended December 31, 2023 to the Company’s performance. |
PAY VERSUS PERFORMANCE
The relationship between (1) compensation actually paid to the PEO and the average of compensation actually paid to NEOs other than the PEO and (2) cumulative total shareholder return on the common stock of the Company and cumulative total shareholder return on the stock of NASDAQ Biotech Composite Index for the last four completed fiscal years is shown in Figure 1.
Figure 1: Compensation Actually Paid versus Total Shareholder Return (“TSR”)
Figure 1: Compensation Actually Paid versus Total Shareholder Return (“TSR”) The relationship between (1) compensation actually paid to the PEO and the average of compensation actually paid to NEOs other than the PEO and (2) net income of the Company for the last four completed fiscal years is shown in Figure 2.
Figure 2: Compensation Actually Paid versus Net Income
Figure 2: Compensation Actually Paid versus Net Income The relationship between (1) compensation actually paid to the PEO and the average of compensation actually paid to NEOs other than the PEO and (2) operating income (pre-tax) of the Company for the last four completed fiscal years is shown in Figure 3.
Figure 3: Compensation Actually Paid versus Operating Income (Pre-Tax)
Figure 3: Compensation Actually Paid versus Operating Income (Pre-Tax)
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Nine directors are to be elected at the Annual Meeting to hold office until the next Annual Meeting of Stockholders and until their successors have been duly elected and qualified. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the election of the nine persons named in the table below as directors of SIGA. Proxies cannot be voted for a greater number of persons than the nominees named. In the event that any of the below listed nominees for director should become unavailable for election for any presently unforeseen reason, the persons named in the accompanying proxy card have the right to use their discretion to vote for a substitute. For additional information about the nominees and their qualifications, please see “Our Director Nominees.” The Board of Directors recommends that the stockholders vote “FOR” the election to the Board of each of the following nominees:
PROPOSAL 1: ELECTION OF DIRECTORS
| Name | Age | Director Since | Position | | Jaymie A. Durnan* | 70 | 2020 | Director | | Harold E. Ford, Jr* | 53 | 2022 | Director | | Evan A. Knisely | 49 | 2023 | Director | | Joseph W. Marshall, III* | 71 | 2009 | Director | | Gary J. Nabel* | 70 | 2021 | Director | | Julian Nemirovsky* | 40 | 2020 | Director | | Diem Nguyen | 52 | 2024 | Director and Chief Executive Officer | | Holly L. Phillips* | 53 | 2021 | Director | | Jay K. Varma | 52 | 2022 | Director and Chief Medical Officer |
PROPOSAL 1: ELECTION OF DIRECTORS
| * Determined by the Board of Directors to be independent pursuant to Nasdaq Rule 5605. |