DEF 14A of Siga Technologies Inc
Filed Apr 28, 2025 · FY20240001140361-25-016016
BOARD OF DIRECTORS
BOARD OF DIRECTORS The current directors are Jaymie A. Durnan, Harold E. Ford, Jr., General John M. “Jack” Keane (Ret.), Joseph W. “Chip” Marshall, III, Gary J. Nabel, Julian Nemirovsky, Diem Nguyen, and Holly L. Phillips.
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 E. 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 Regional President for New York City 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 Fox News Channel’s “The Five”. 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. GEN John M. “Jack” Keane (Ret.) has served as a member of SIGA’s board of directors since March 17, 2025. He has served as the chairman of the Institute for the Study of War since 2007 and as president of GSI, LLC, a consulting firm, since 2004. Prior to retiring from a 37-year career in the U.S. Army at the rank of General, GEN Keane served as its vice chief of staff from 1999 to 2003. From 2009 to 2012, he was a venture partner of SCP Partners, a venture capital firm. He served on the board of directors of IronNet, Inc. from 2015 to 2023, General Dynamics Corp. from 2004 to 2018 and MetLife from 2003 to 2015. GEN Keane holds a B.S. degree in accounting from Fordham University and a master’s degree in philosophy from Western Kentucky University. GEN Keane was initially recommended to the Nominating Committee by a security holder. We believe GEN Keane is qualified to serve as a member of our Board because of his deep understanding and experience in national security and biodefense matters, combined with his demonstrated leadership and strategic skills and his understanding of public company governance and operations from his service on public company boards 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 is the founder of Long Castle Advisors, Corp., a financial advisory firm. 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.
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 2024, the Compensation Committee used the services of Pay Governance LLC (“Pay Governance”) 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. Pay Governance 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 Pay Governance. Pay Governance does not provide any consulting advice to SIGA other than these services to the Compensation Committee. In retaining Pay Governance, 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 When reviewing the compensation of the Chief Executive Officer and other executive officers, the Compensation Committee evaluates multiple factors including compensation awarded to executives of similarly situated companies, the Company’s performance, individual performance and long-term contributions, historical pay levels, anticipated changes in responsibility, and other relevant considerations that the Compensation Committee deems appropriate. As necessary, the Compensation Committee works with its independent consultants to establish reasonable market benchmarks using data from well-recognized compensation survey providers and general market knowledge. Additionally, the Company maintains a peer group of comparable publicly traded companies, which is annually reviewed in consultation with the Compensation Committee’s independent compensation consultants and serves as a reference point, reflective of the competitive labor market for talent. The selection of peer companies is based on a variety of factors, including:
The Role of Competitive Market Data and Benchmarking
| - | Industry specialization of potential peer companies, |
The Role of Competitive Market Data and Benchmarking
| - | Number of commercial drug products in select geographic markets, |
The Role of Competitive Market Data and Benchmarking
| - | Market capitalization of SIGA relative to potential peers, |
The Role of Competitive Market Data and Benchmarking
| - | Revenue of SIGA relative to potential peers, |
The Role of Competitive Market Data and Benchmarking
| - | Headcount of SIGA relative to potential peers, and |
The Role of Competitive Market Data and Benchmarking
| - | Other relevant financial metrics of SIGA relative to peers. |
The Role of Competitive Market Data and Benchmarking
Our goal is to maintain a robust dataset while generally positioning SIGA around market median of sizing criteria. We believe that this peer group is an appropriate benchmarking set due to comparable quantitative and qualitative metrics and 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
| Akebia Therapeutics, Inc. | Ligand Pharmaceuticals | | Alimera Sciences | Liquidia Technologies Inc. | | Aquestive Therapeutics | Rhythm Pharmaceuticals | | Catalyst Pharmaceuticals, Inc. | Rigel Pharmaceuticals, Inc. | | Collegium Pharmaceutical, Inc. | Tarsus Pharmaceuticals, Inc. | | Emergent BioSolutions, Inc. | Theravance Biopharma, Inc. | | Esperion Therapeutics, Inc. | UroGen Pharma Ltd. | | Harmony Biosciences Holdings, Inc. | Vanda Pharmaceuticals, Inc. | | Heron Therapeutics, Inc. | Y-mAbs Therapeutics, Inc. | | Innoviva Specialty Therapeutics, Inc. | |
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.
2024 Performance Year Bonus Program
2024 Performance Year Bonus Program For the 2024 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 guide for reviewing executive officer performance in the context of the Company’s operating, business and regulatory environments. 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. Executives were eligible to earn a cash bonus, based on the achievement of pre-specified corporate goals, as well as achievement of corporate goals added during the year in response to new or evolving opportunities and risks, in combination with other considerations as contemplated by the Compensation Committee and the Board of Directors. The target annual bonus in 2024 (the “Target Annual Cash Bonus”) is equivalent to 50% of annual base salary for Dr. Nguyen and Mr. Miller and is equivalent to 100% of annual base salary for Mr. Luckshire and Dr. Hruby. A summary of key corporate goals considered by the Compensation Committee and the Board for the 2024 performance year is as follows:
2024 Performance Year Bonus Program
| • | Maximize the value of procurement contract opportunities with the U.S. government. |
2024 Performance Year Bonus Program
| • | Transition to in-house international sales infrastructure while achieving sales progress in international markets. |
2024 Performance Year Bonus Program
| • | Achieve substantial regulatory progress for TPOXX, both geographically and with regard to indications. |
2024 Performance Year Bonus Program
| • | Continue to identify and pursue asset maximization (including capital management) and strategic opportunities for the Company. |
2024 Performance Year Bonus Program
| • | Continue to maintain compliant and well-functioning business operations, as well as continually take steps to maintain, and enhance, a highly motivated and adaptable employee base that positions the Company for value creation. |
2024 Performance Year Bonus Program
For the 2024 performance year, based on a range of considerations including performance in the context 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. Nguyen, Mr. Luckshire, Dr. Hruby and Mr. Miller be paid a performance cash bonus equivalent to their Target Annual Cash Bonus as follows:
2024 Performance Year Bonus Program
| | Bonus Target | Actual Bonus Paid | Percentage of Target Paid | | Diem Nguyen, Ph.D. | $450,000 | $450,000 | 100% | | Daniel J. Luckshire | $730,342 | $730,342 | 100% | | Dennis E. Hruby, Ph.D. | $726,726 | $726,726 | 100% | | Larry Miller | $337,500 | $337,500 | 100% |
2024 Performance Year Bonus Program
For Dr. Nguyen, the Board of Directors approved a cash bonus of $450,000, consistent with the recommendation of the Compensation Committee and in accordance with the guaranteed bonus specified in Dr. Nguyen’s employment agreement. In the Compensation Committee’s evaluation of Dr. Nguyen’s contribution to the Company’s performance, a broad range of factors were considered, including: Dr. Nguyen’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 stockholders; and Dr. Nguyen’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 $730,342 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 stockholders 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 operational performance of the Company and the performance of government procurement contracts. For Dr. Hruby, the Board of Directors approved a cash bonus of $726,726 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 Mr. Miller, the Board of Directors approved a cash bonus of $337,500, consistent with the recommendation of the Compensation Committee and in accordance with the guaranteed bonus specified in Mr. Miller’s employment agreement. In the Compensation Committee’s evaluation of Mr. Miller’s contribution to the Company’s performance, a broad range of factors were considered, including: Mr. Miller’s role in the Company’s performance in the context of corporate goals; Mr. Miller’s strategic contribution to the Board of Directors and the management team; the achievement of legal objectives within budgetary requirements; and Mr. Miller’s responsiveness in addressing any strategic and legal developments as they arose. Mr. Miller also played a pivotal role in reviewing potential strategic investments and in maintaining the Company’s ERM program with input from senior management and subject matter experts as appropriate. The cash bonuses for Dr. Nguyen, Mr. Luckshire, Dr. Hruby and Mr. Miller were paid in December 2024. Additionally, upon Dr. Gomez’s retirement in January 2024, he was paid a pro-rata cash bonus of $66,799 in accordance with the terms of his amended and restated transition agreement. Dr. Varma was not entitled to any cash bonus as a result of the termination of his employment in September 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, as amended and restated (the “2010 Plan”) which provides for grants of incentive stock options; nonqualified stock options (“Options”); stock appreciation rights (“SARs”); restricted stock units (“RSUs”); performance based restricted stock units (“PSUs”); and shares of restricted and unrestricted stock to our executives, directors, employees, and key consultants. 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 and structure 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, if any, 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 Dr. Hruby received the following RSU awards that vest in equal yearly installments over a period of two years with half of the RSUs vesting on July 1, 2024 and the other half vesting on July 1, 2025, subject to continued employment through the applicable vesting date:
Long-Term Equity Incentive Awards
| | RSUs | | Daniel J. Luckshire | 48,387 | | Dennis E. Hruby, Ph.D. | 64,516 |
Long-Term Equity Incentive Awards
The RSUs awards were made, in part, in recognition of Mr. Luckshire’s and Dr. Hruby’s historical contributions to the Company’s financial and operational performance during prior periods as to which awards had not been made. In January 2024 and March 2024, upon commencement of their employment with SIGA, Dr. Nguyen and Mr. Miller, respectively, received the following equity awards, with vesting subject to continued employment through the applicable vesting date. The values of these awards are set forth in the 2024 Grants of Plan-Based Awards Table.
Long-Term Equity Incentive Awards
| | RSUs(1) | PSUs(2) | Stock Options(3) | Common Stock(4) | | Diem Nguyen, Ph.D. | 167,707 | 177,865 | 328,818 | | | Larry Miller | 20,761 | 20,761 | 86,851 | 49,940 |
Long-Term Equity Incentive Awards
| (1) RSUs vest in equal yearly installments on each of the first three anniversaries of the grant date. |
Long-Term Equity Incentive Awards
| (2) PSUs vest in three equal installments based upon achievement of a sustained stock price (the closing price of Common Stock over any ninety (90) consecutive trading day period) with 1/3 of such PSUs vesting on a sustained stock price of $7.00, 1/3 of such PSUs vesting on a sustained stock price of $8.00 and 1/3 of such PSUs vesting on a sustained stock price of $9.00. |
Long-Term Equity Incentive Awards
| (3) For Dr. Nguyen and Mr. Miller, 109,606 and 61,347 options, respectively, vest in equal yearly installments on each of the first two anniversaries of the grant date; and 219,212 and 25,504 options, respectively, vest in equal yearly installments on each of the first three anniversaries of the grant date. |
Long-Term Equity Incentive Awards
| (4) Mr. Miller was granted 49,940 shares of fully vested Common Stock. |
Practices Related to the Grant of Equity Awards
Practices Related to the Grant of Equity Awards The Company does not have a formal policy regarding the timing of awards of stock options in relation to the disclosure of material nonpublic information by the Company. The Board of Directors approves all equity awards granted to our NEOs on or before the grant date and annual equity awards are generally granted effective after our applicable fiscal year-end earnings release so that the equity-based awards are granted (and valued) at a point in time when the most important information about our Company then known to management and our Board of Directors is likely to have been disseminated in the market. The Board of Directors may also grant equity awards at other times during the year due to special circumstances, including to new executive officers upon hire or promotion or a change in an executive officer’s role. The Compensation Committee or its delegees approve equity awards to other employees of the Company on or before the grant date consistent with the timing of equity awards granted to our NEOs. As a matter of good corporate governance, we do not grant equity awards in anticipation of the release of material nonpublic information and, in any event, we do not time the release of material nonpublic information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs, directors or any other employees. During fiscal year 2024, the Company did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any company Form 8-K that disclosed any material non-public information.
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, 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All other Compensation ($) | Total ($) | | Diem Nguyen, Ph.D. MBA Chief Executive Officer | 2024 | 835,384 | 900,000(4) | 1,364,406 | 1,350,000 | — | — | 4,449,790 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Daniel J. Luckshire Executive Vice President, & Chief Financial Officer | 2024 | 730,342 | 730,342 | — | — | — | — | 1,460,684 | | | 2023 | 709,070 | 709,070 | 300,000 | — | — | — | 1,718,140 | | | 2022 | 675,305 | 709,070 | — | — | — | — | 1,384,375 | | Dennis E. Hruby, Ph.D. Executive Vice President & Chief Scientific Officer | 2024 | 726,724 | 726,726 | — | — | — | — | 1,453,450 | | | 2023 | 705,557 | 705,557 | 400,000 | — | — | — | 1,811,114 | | | 2022 | 671,960 | 739,156 | — | — | — | — | 1,411,116 | | Larry Miller General Counsel & Secretary | 2024 | 520,313 | 337,500 | 739,840 | 590,361 | — | — | 2,188,014 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Phillip L. Gomez, Ph.D.(5) Former Chief Executive Officer (retired in January 2024) | 2024 | 71,728 | 66,799 | — | — | — | — | 138,527 | | | 2023 | 912,928 | 912,928 | — | — | — | — | 1,825,856 | | | 2022 | 869,456 | 869,456 | — | — | — | — | 1,738,912 | | Jay K. Varma, M.D.(6) Former Executive Vice President & Chief Medical Officer (employment ended September 2024) | 2024 | 548,295 | — | — | — | — | — | 548,295 | | | 2023 | 244,318 | 242,466 | — | — | — | 183,750(7) | 670,534 | | | 2022 | — | — | — | — | — | — | — |
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 PSUs and RSUs in accordance with FASB ASC Topic 718. With respect to the PSUs, the grant date fair value is based upon an advanced option-pricing model. The value of the PSUs assuming the awards were fully vested on the grant date, which reflects the highest level of performance, would have been $900,000 for Dr. Nguyen and $173,361 for Mr. Miller. Dr. Nguyen was awarded 167,707 RSUs and 177,865 PSUs on January 27, 2024. Mr. Miller was awarded 20,761 RSUs, 20,761 PSUs and 49,940 shares of Common Stock on March 25, 2024. Dr. Hruby and Mr. Luckshire were awarded 64,516 and 48,387 RSUs, respectively, on May 11, 2023. |
Summary Compensation Table
| (3) Amounts set forth in this column represents the aggregate grant date fair value of stock options in accordance with FASB ASC Topic 718. Dr. Nguyen was awarded 328,818 stock options on January 27, 2024 with an exercise price of $5.06 and in connection with $0.60 dividend declared on March 12, 2024 and in accordance with the anti-dilution provisions of the 2010 Plan, these Options were adjusted to a total of 352,995 Options with an exercise price of $4.72. Mr. Miller was awarded 86,851 Options on March 25, 2024 with an exercise price of $8.35. |
Summary Compensation Table
| (4) Dr. Nguyen was paid $450,000 as a signing bonus at the start of her employment. |
Summary Compensation Table
| (5) Mr. Gomez retired effective January 26, 2024. |
Summary Compensation Table
| (6) Dr. Varma was terminated by the Company effective September 23, 2024. |
Summary Compensation Table
| (7) 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 ($)(4) | | Diem Nguyen, Ph.D. MBA | 1/27/2024 | 345,572(1) | — | — | 1,364,406 | | | 1/27/2024 | — | 352,995(3) | 4.72 | 1,350,000 | | Daniel J. Luckshire | — | — | — | — | — | | Dennis E. Hruby | — | — | — | — | — | | Larry Miller | 3/25/2024 | 91,462(2) | — | — | 739,840 | | | 3/25/2024 | — | 86,851 | 8.35 | 590,361 | | Phillip L. Gomez, Ph.D. | — | — | — | — | — | | Jay K. Varma Ph.D. | — | — | — | — | — |
Grants of Plan-Based Awards
| (1) Represents 167,707 RSUs and 177,865 PSUs. |
Grants of Plan-Based Awards
| (2) Represents 20,761 RSUs, 20,761 PSUs, and 49,940 shares of Common Stock. |
Grants of Plan-Based Awards
| (3) Represents 328,818 Options granted with an exercise price of $5.06. In connection with $0.60 dividend declared on March 12, 2024 and in accordance with the anti-dilution provisions of the 2010 Plan, these Options were adjusted to a total of 352,995 Options with an exercise price of $4.72. |
Grants of Plan-Based Awards
| (4) Represents the grant date fair value of RSUs, PSUs, and Options granted in 2024 computed in accordance with FASB ASC Topic 718. With respect to PSUs, the grant date fair value is based upon an advanced option-pricing model. The value of the PSUs assuming the awards were fully vested on the grant date, which reflects the highest level of performance, would have been $900,000 for Dr. Nguyen and $173,361 for Mr. Miller. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides certain summary information concerning unexercised options and equity incentive plan awards for each Named Executive Officer as of December 31, 2024:
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Diem Nguyen, Ph.D. MBA | 117,665(1) | — | — | 4.72 | 1/27/2034 | — | — | — | — | | | 235,330(2) | — | — | 4.72 | 1/27/2034 | — | — | — | — | | | — | — | — | — | — | 167,707(3) | 1,108,543 | — | — | | | — | — | — | — | — | — | — | 118,577(4) | 783,794 | | Daniel J. Luckshire | — | — | — | — | — | 24,193(5) | 170,803 | — | — | | Dennis E. Hruby, Ph.D. | — | — | — | — | — | 32,258(5) | 227,741 | — | — | | Larry Miller | 86,851(6) | — | — | 8.35 | 3/25/2034 | — | — | — | — | | | — | — | — | — | — | 20,761(7) | 124,774 | — | — | | | — | — | — | — | — | — | — | 20,761(8) | 124,774 | | Phillip L. Gomez. Ph.D. | — | — | — | — | — | — | — | — | — | | Jay K. Varma, M.D. | — | — | — | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal Year End
| (1) Represents 109,606 Options granted on January 27, 2024, with an exercise price of $5.06 which vests in equal yearly installments over a two (2) year period, with 50% of such Options vesting on January 27, 2025 and the remaining 50% of such options vesting on January 27, 2026. In connection with $0.60 dividend declared on March 12, 2024 and in accordance with the anti-dilution provisions of the 2010 Plan, this award was adjusted to a total of 117,665 Options with an exercise price of $4.72. |
Outstanding Equity Awards at Fiscal Year End
| (2) Represents 219,212 Options granted on January 27, 2024, with an exercise price of $5.06, which vests in equal yearly installments over a three (3) year period, with 1/3 of such Options vesting on January 27, 2025, 1/3 of such Options vesting on January 27, 2026 and the remaining 1/3 of such options vesting on January 27. 2027. In connection with $0.60 dividend declared on March 12, 2024 and in accordance with the anti-dilution provisions of the 2010 Plan, this award was adjusted to a total of 235,330 Options with an exercise price of $4.72. |
Outstanding Equity Awards at Fiscal Year End
| (3) Represents RSUs granted on January 27, 2024, which vest in equal yearly installments over a period of three (3) years, with the 1/3 of such RSUs vesting on January 27, 2025, 1/3 of such RSUs vesting on January 27, 2026 and the remaining 1/3 of such RSUs vesting on January 27, 2027. Values are based on the closing price of the Common Stock on December 31, 2024 (the last trading day of 2024) of $6.01 per share plus the accrued dividend of $0.60 declared on March 12, 2024 which will be paid as the underlying RSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (4) Represents 177,865 PSUs granted on January 27, 2024 that vest in three (3) equal installments based upon achieving an original sustained stock price (the closing price of Common Stock over any ninety (90) consecutive trading day period as reported on the Nasdaq Global Select Market or, if different from the Nasdaq Global Market, the principal U.S. securities exchange on which the Common Stock is listed on such date) with 1/3 of such PSUs vesting on a sustained stock price of $7.00, 1/3 of such PSUs vesting on a sustained stock price of $8.00 and 1/3 of such PSUs vesting on a sustained stock price of $9.00. In connection with $0.60 dividend declared on March 12, 2024 and in accordance with the provisions of the grant agreement, the sustained stock price goals were modified to $6.40, $7.40 and $8.40, respectively. The first 1/3 of such PSUs vested in October 2024. Values assume achievement of the full performance and are based on the closing price of the Common Stock on December 31, 2024 (the last trading day of 2024) of $6.01 per share plus the accrued dividend of $0.60 declared on March 12, 2024 which will be paid as the underlying PSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (5) 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 Common Stock on December 31, 2024 (the last trading day of 2024) of $6.01 per share plus the accrued dividend of $0.45 declared on May 4, 2023 and the accrued dividend of $0.60 declared on March 12, 2024 which will be paid as the underlying RSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (6) Represents two (2) awards of Options granted on March 25, 2024, each with an exercise price of $8.35. The first Option grant of 61,347 vests in equal yearly installments over a two (2) year period, with 50% of such Options vesting on March 25, 2025 and 50% of such Options vesting on March 25, 2026. The second Option grant of 25,504 vests in equal yearly installments over a three (3) year period, with 1/3 of such Option vesting on March 25, 2025, 1/3 of such Options vesting on March 25, 2026, and the remaining 1/3 of such Options vesting on March 25, 2027. |
Outstanding Equity Awards at Fiscal Year End
| (7) Represents RSUs granted on March 25, 2024, which vest in equal yearly installments over a period of three (3) years, with the 1/3 of such RSUs vesting on March 25, 2025, 1/3 of such RSUs vesting on March 25, 2026 and the remaining 1/3 of such RSUs vesting on March 25, 2027. Values are based on the closing price of the Common Stock on December 31, 2024 (the last trading day of 2024) of $6.01 per share. |
Outstanding Equity Awards at Fiscal Year End
| (8) Represents PSUs granted on March 25, 2024 that vest in three (3) equal installments based upon achieving an original sustained stock price (the closing price of Common Stock over any ninety (90) consecutive trading day period as reported on the Nasdaq Global Select Market or, if different from the Nasdaq Global Market, the principal U.S. securities exchange on which the Common Stock is listed on such date) with 1/3 of such PSUs vesting on a sustained stock price of $7.00, 1/3 of such PSUs vesting on a sustained stock price of $8.00 and 1/3 of such PSUs vesting on a sustained stock price of $9.00. Values assume achievement of the full performance and are based on the closing price of the Common Stock on December 31, 2024 (the last trading day of 2024) of $6.01 per share. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth any exercises of stock options and the vesting of restricted stock units for each of the Named Executive Officers for the year ended December 31, 2024:
Option Exercises and Stock Vested
| | Option Awards | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Diem Nguyen, Ph.D. MBA | — | — | 59,288 | 401,380 | | Daniel J. Luckshire | — | — | 24,194 | 182,665 | | Dennis E. Hruby, Ph.D. | — | — | 32,258 | 243,548 | | Larry Miller | — | — | — | — | | Phillip L. Gomez, Ph.D. | — | — | — | — | | Jay K. Varma, M.D. | — | — | — | — |
Option Exercises and Stock Vested
| (1) Values are based on the closing price of the Common Stock on the applicable vesting date. |
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 $163,709. The annual total combined compensation of Drs. Nguyen and Gomez, each of whom served as our Chief Executive Officer during fiscal year 2024, as set forth in the summary compensation table in this proxy statement, was $4,588,317. Accordingly, our CEO to Employee Pay Ratio is approximately 28:1. Since two individuals served as our Chief Executive Officer during 2024, we combined the annual total compensation of each of Drs. Nguyen and Gomez in order to arrive at the annual total combined compensation of $4,588,317. Dr. Nguyen had annual total compensation of $4,449,790, which includes base salary, a signing bonus, and grants of RSUs, PSUs, and Options. Dr. Gomez had an annual total compensation of $138,527, which includes base salary and a cash bonus. 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 both Dr. Nguyen and Dr. Gomez) 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 2024 was determined using the same rules that apply to reporting the compensation of our Named Executive Officers (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 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 $150,000 with up to 30% of the vested value to be settled in cash and at least 70% to be settled in stock to be granted on the date of the Annual Meeting with vesting upon the next Annual Meeting; and |
Director Compensation
| • | An award of 25,000 stock options upon a director’s initial appointment to the Board of Directors vesting upon the date of such grant. |
Director Compensation
During the fiscal year ending December 31, 2024, the non-employee directors of SIGA received total compensation as shown in the following table:
Director Compensation
| Name | Fees Earned [or Paid in Cash] ($) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(9) | Total ($) | | Jaymie A. Durnan(1) | 53,750 | 150,000 | — | — | — | 14,827 | 218,577 | | Harold E. Ford, Jr(2) | 55,000 | 150,000 | — | — | — | 14,827 | 219,827 | | Evan A. Knisely(4) | 45,000 | 150,000 | — | — | — | 254,827(10) | 449,827 | | Joseph W. Marshall, III(5) | 71,250 | 150,000 | — | — | — | 14,827 | 236,077 | | Gary J. Nabel(6) | 52,500 | 150,000 | — | — | — | 14,827 | 217,327 | | Julian Nemirovsky(7) | 70,000 | 150,000 | — | — | — | 14,827 | 234,827 | | Holly L. Phillips(8) | 57,500 | 150,000 | — | — | — | 14,827 | 222,327 |
Director Compensation
| (1) Chair of the Nominating and Corporate Governance Committee. |
Director Compensation
| (2) Member of the Audit Committee. |
Director Compensation
| (3) Represents the grant date fair value of the award in accordance with the authoritative accounting literature. |
Director Compensation
| (4) Mr. Knisely ceased serving as a member of the Board of Directors on March 6, 2025. |
Director Compensation
| (5) Member of the Nominating and Corporate Governance Committee, and chair of the Audit Committee. |
Director Compensation
| (6) Member of the Compensation Committee. |
Director Compensation
| (7) Chair of the Compensation Committee, and member of the Audit Committee. |
Director Compensation
| (8) Member of the Compensation Committee, and member of the Nominating and Corporate Governance Committee. |
Director Compensation
| (9) Represents dividend equivalents paid with respect to RSU awards which vested during the fiscal year ending December 31, 2024; such amounts were paid out at the same time as the RSU awards to which they were attributable vested. |
Director Compensation
| (10) Includes $240,000 of 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 five 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 | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(5) | | Product Sales and Supportive Services Revenues(6) | | 2024 | $4,588,317 | $5,640,511 | $1,412,611 | $1,351,882 | $159 | $114 | $59,214,216 | $133,330,181 | | 2023 | $1,825,856 | $1,825,856 | $1,399,930 | $1,373,478 | $135 | $115 | $68,068,826 | $130,668,209 | | 2022 | $1,738,912 | $1,738,912 | $993,871 | $993,871 | $164 | $111 | $33,904,806 | $86,661,583 | | 2021 | $1,688,264 | $1,688,264 | $1,285,045 | $1,269,045 | $158 | $125 | $69,450,766 | $126,802,536 | | 2020 | $1,639,090 | $1,639,090 | $1,280,950 | $1,354,729 | $152 | $126 | $56,342,010 | $115,471,071 |
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 2020-2023, our PEO was Dr. Gomez. For 2024, our PEO was Dr. Gomez until his retirement effective January 26, 2024 and Dr. Nguyen for the remainder of the fiscal year. |
PAY VERSUS PERFORMANCE
| (2) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Compensation Actually Paid to PEO: |
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table for PEO | Reported Value of Equity Awards | Total Equity Award Adjustments(a) | Compensation “Actually Paid” to PEO | | 2024 | $4,588,317 | $(2,715,848) | $3,768,042 | $5,640,511 | | 2023 | $1,825,856 | — | — | $1,825,856 | | 2022 | $1,738,912 | — | — | $1,738,912 | | 2021 | $1,688,264 | — | — | $1,688,264 | | 2020 | $1,639,090 | — | — | $1,639,090 |
PAY VERSUS PERFORMANCE
| a) | The amounts added or deducted in calculating the total equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Applicable Year | Fair Value of Equity Awards Granted and Vested in the 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 | | 2024 | $3,362,329 | $405,713 | — | — | $3,768,042 | | 2023 | — | — | — | — | — | | 2022 | — | — | — | — | — | | 2021 | — | — | — | — | — | | 2020 | — | — | — | — | — |
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 2024, our non-PEO NEOs were Mr. Luckshire, Dr. Hruby, Mr. Miller and Dr. Varma. For 2023, our non-PEO NEOs were: Mr. Luckshire, Dr. Hruby and Dr. Varma. For 2022, 2021 and 2020, our non-PEO NEOs were Mr. Luckshire, Dr. 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 | | 2024 | $1,412,611 | $(304,473) | $243,744 | $1,351,882 | | 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 | | 2024 | $199,336 | $7,715 | $36,693 | $243,744 | | 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) Product Sales and Supportive Services Revenues 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 stockholders. Among these, the Compensation Committee has identified Product Sales and Supportive Services Revenues 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, 2024 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 and cumulative total shareholder return on the stock of NASDAQ Biotech Composite Index for the last five 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 five 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) product sales and supportive services revenues of the Company for the last five completed fiscal years is shown in Figure 3.
Figure 3: Compensation Actually Paid versus Product Sales and Supportive Services Revenues
Figure 3: Compensation Actually Paid versus Product Sales and Supportive Services Revenues
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Eight 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 eight 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* | 71 | 2020 | Director | | Harold E. Ford, Jr* | 54 | 2022 | Director | | General John M. “Jack” Keane (Ret.)* | 82 | 2025 | Director | | Joseph W. Marshall, III* | 72 | 2009 | Director | | Gary J. Nabel* | 71 | 2021 | Director | | Julian Nemirovsky* | 41 | 2020 | Director | | Diem Nguyen | 53 | 2024 | Director and Chief Executive Officer | | Holly L. Phillips* | 54 | 2021 | Director |
PROPOSAL 1: ELECTION OF DIRECTORS
| * Determined by the Board of Directors to be independent pursuant to Nasdaq Rule 5605. |