DEF 14A of Siga Technologies Inc
Filed Apr 28, 2026 · FY20250001140361-26-017421
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. Marshall, III, Gary J. Nabel, M.D., Ph.D., Julian Nemirovsky, Diem Nguyen, Ph.D., and Holly L. Phillips, M.D.
Director Nominee Information
Director Nominee Information Jaymie A. Durnan has served as a director of SIGA since June 2020. He is Chairman of the Andrew W. Marshall Foundation, focused on long-term U.S. strategic competition, and a consultant to the Office of the Director of MIT Lincoln Laboratory, a federally funded research, development, and prototyping center, where he previously served as Assistant to the Director for strategic initiatives (2015–2022). A member of the New York State Bar, he has held senior executive roles at MacAndrews & Forbes Holding Inc., and has worked in industry and finance as a product line manager at BAE Systems, a partner at Radius Capital Partners, and managing member of Woodbury Hill Partners, LLC. His government service includes positions in the Federal Senior Executive Service as Special Assistant (Chief of Staff) to the Deputy Secretary of Defense and Special Assistant to the Secretary of Defense in the George W. Bush administration, and Senior Advisor to the Chief Technology Officer and Assistant Secretary of Defense for Research and Engineering in the Barack Obama administration. A retired naval officer and former carrier-based aviator, he held multiple staff roles supporting the Chief of Naval Operations, the Chairman of the Joint Chiefs of Staff, the Office of Net Assessment, and the President of the United States. Mr. Durnan also serves as a director of Kimball Physics, and on the advisory boards of Mantis Health and the Hudson Institute Center for Defense Concepts and Technology. He previously served as a director or trustee of several corporations and universities. He is a graduate of the U.S. Naval Academy, Georgetown University, and Georgetown University Law Center. Mr. Durnan brings extensive defense-industry, government, and legal experience to the SIGA Board, particularly in navigating highly regulated environments and government relations. 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 B.A. in history from the University of Pennsylvania and a J.D. 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 on the U.S. Commission on the National Defense Strategy (NDS) since February 2026, 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 and currently serves on the board of directors for US Antimony Corp since August 2025. 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. Marshall, III has served as a director of SIGA since early 2009. Mr. Marshall is the former President and Chief Executive Officer of the Temple University Health System (2001 – 2008). In 2000, he became Chair of the Temple University Health System and served in that capacity until 2007. Following his tenure at Temple Health, he became Vice Chairman of the law firm of Stevens & Lee and its related entity, Griffin Holdings. Mr. Marshall recently assumed Of Counsel status at Stevens & Lee. From 2010 – 2018, Mr. Marshall was a member of the Board of Cancer Treatment Centers of America, Eastern Region. Mr. Marshall returned as Chair at Temple Health in 2018 and served in that capacity until 2024. He currently serves as a member of the Board of Temple Health System and Chair of its Audit and Compliance Committee, Chair of the Board of Temple University Hospital, Chair of the Board of Chestnut Hill Hospital, and Vice Chair of the Board of Fox Chase Comprehensive Cancer Center. 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 where he continues to serve. 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 headquartered in Columbia, Maryland. 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 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 retired as Chief Scientific Officer, Global Research and Development, and Head of the North American R&D Hub at Sanofi in 2020. 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 B.B.A. from Baruch College and an M.B.A. 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. 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 L. Phillips, M.D. has served as a director of SIGA since March 2021. Dr. Phillips is a board-certified internist with more than 20 years of clinical experience in academic and private practice settings. She maintains a concierge medical practice in Manhattan and has held academic affiliations with Lenox Hill Hospital. Dr. Phillips brings to the Board extensive knowledge of healthcare delivery systems, pharmaceutical evaluation processes, hospital formulary review, and real-world prescribing dynamics, along with insight into public health policy and patient access considerations. In addition to her clinical work, she is a nationally recognized medical journalist who has served as Senior Medical Contributor for CBS News and Chief Medical Correspondent for CBS2 News in New York, providing analysis during major public health events, including infectious disease outbreaks. Her experience in public communication supports the Board’s oversight of external engagement and reputational risk. Dr. Phillips is the author of The Exhaustion Breakthrough, a New York Times Digital Bestseller in Health and Wellness. She holds a B.A. in English from Williams College and an M.D. from Columbia University College of Physicians and Surgeons and has completed executive-level corporate governance training through The Wharton School of the University of Pennsylvania. She is a member of the American Medical Association and the American College of Physicians. 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 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 $150,000 with up to 30% of the vested value to be settled in cash and at least 70% to be settled in stock to be granted on the date of the Annual Meeting with vesting upon the next Annual Meeting; and |
Director Compensation
| • | An award of 25,000 stock options upon a director’s initial appointment to the Board of Directors vesting upon the date of such grant. |
Director Compensation
During the fiscal year ending December 31, 2025, the non-employee directors of SIGA received total compensation as shown in the following table:
Director Compensation
| Name | Fees Earned [or Paid in Cash] ($) | Stock Awards ($)(3) | Option Awards ($)(12) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(10) | Total ($) | | Jaymie A. Durnan(1) | 55,000 | 150,000 | — | — | — | 11,450 | 216,450 | | Harold E. Ford, Jr.(2) | 55,000 | 150,000 | — | — | — | 11,450 | 216,450 | | General John M. “Jack” Keane (Ret.) (4) | 45,000 | 150,000 | 113,843 | — | — | — | 308,843 | | Evan A. Knisely(5) | — | — | — | — | — | 40,000(11) | 40,000 | | Joseph W. Marshall, III(6) | 70,000 | 150,000 | — | — | — | 11,450 | 231,450 | | Gary J. Nabel, M.D., Ph.D.(7) | 52,500 | 150,000 | — | — | — | 11,450 | 213,950 | | Julian Nemirovsky(8) | 70,000 | 150,000 | — | — | — | 11,450 | 231,450 | | Holly L. Phillips, M.D.(9) | 57,500 | 150,000 | — | — | — | 11,450 | 218,950 |
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) Gen. Keane started serving as a member of the Board of Directors on March 17, 2025. |
Director Compensation
| (5) Mr. Knisely ceased serving as a member of the Board of Directors on March 6, 2025. |
Director Compensation
| (6) Member of the Nominating and Corporate Governance Committee, and chair of the Audit Committee. |
Director Compensation
| (7) Member of the Compensation Committee. |
Director Compensation
| (8) Chair of the Compensation Committee, and member of the Audit Committee. |
Director Compensation
| (9) Member of the Compensation Committee, and member of the Nominating and Corporate Governance Committee. |
Director Compensation
| (10) Represents dividend equivalents paid with respect to RSU awards which vested during the fiscal year ending December 31, 2025; such amounts were paid out at the same time as the RSU awards to which they were attributable vested. |
Director Compensation
| (11) Includes $40,000 of fees earned in connection with services provided by the advisory firm owned by Mr. Knisely during the time he served as a member of the Board of Directors. See Transactions with Related Persons. |
Director Compensation
| (12) 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. |
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 2025, the Compensation Committee used the services of Pay Governance LLC (“Pay Governance”) as its independent 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 that is annually reviewed in consultation with the Compensation Committee’s independent compensation consultant 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. | Innoviva Specialty Therapeutics, Inc. | | Aquestive Therapeutics | Invivyd, Inc. | | Collegium Pharmaceutical, Inc. | Ironwood Pharmaceuticals, Inc. | | CorMedix Inc. | Ligand Pharmaceuticals | | Emergent BioSolutions, Inc. | Liquidia Technologies Inc. | | Esperion Therapeutics, Inc. | Rigel Pharmaceuticals, Inc. | | Eton Pharmaceuticals, Inc. | Theravance Biopharma, Inc. | | Fennec Pharmaceuticals, Inc. | UroGen Pharma Ltd. | | Harmony Biosciences Holdings, Inc. | Vanda Pharmaceuticals, Inc. | | Heron 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. For the 2025 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, maximize and/or protect enterprise value. These corporate goals are heavily weighted toward activities important in the successful performance of existing and 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 2025 (the “Target Annual Cash Bonus”) is equivalent to 50% of annual base salary for Dr. Nguyen and Mr. Miller and is equivalent to 75% of annual base salary for Mr. Luckshire and Dr. Hruby. A summary of key corporate goals considered by the Compensation Committee and the Board of Directors for the 2025 performance year is as follows:
Annual Incentive Compensation
| • | Maximize the value of the current procurement contract with the Biomedical Advanced Research and Development Authority (an agency within the Department of Health and Human Services of the U.S. government), |
Annual Incentive Compensation
| • | Generate a request for proposal for a new procurement contract with the U.S. government, |
Annual Incentive Compensation
| • | Continue to progress TPOXX development including submission of an Investigational New Drug application for the TPOXX pediatric formulation, |
Annual Incentive Compensation
| • | Enhance international sales infrastructure and continue to scale international TPOXX business, |
Annual Incentive Compensation
| • | Continue to identify and pursue asset maximization (including capital management) and strategic opportunities for the Company, |
Annual Incentive Compensation
| • | Continue to maintain compliant and well-functioning business operations, and |
Annual Incentive Compensation
| • | Enhance employee retention. |
Annual Incentive Compensation
For the 2025 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:
Annual Incentive Compensation
| | Bonus Target | Actual Bonus Paid | Percentage of Target Paid | | Diem Nguyen, Ph.D. | $463,500 | $463,500 | 100% | | Daniel J. Luckshire | $564,189 | $564,189 | 100% | | Dennis E. Hruby, Ph.D. | $561,395 | $561,395 | 100% | | Larry Miller | $347,625 | $347,625 | 100% |
Annual Incentive Compensation
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. 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. 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 personnel located in Corvallis, Oregon; Dr. Hruby’s contribution to scientific, regulatory and clinical responses to emerging trends and regulatory requests; and Dr. Hruby’s substantial role in the performance of TPOXX development activities. 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 March 2026. We believe that our annual incentive bonus program motivates and encourages our executives to fulfill or exceed our objectives and provides 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 executive 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 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 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 Named 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 Named Executive Officers, the Compensation Committee also reviews information regarding the overall compensation, including stock-based awards, of similarly situated executives at peer companies. Long-term equity incentive compensation granted in 2025 represented, on average, approximately 43% of the Named Executive Officers’ total compensation for the year (based on the grant date fair value of equity awards, with PSUs measured at target performance levels). We believe this emphasis on equity, and particularly performance-based equity, strongly reinforces the principle of “pay for performance” and closely ties our Named Executive Officers’ pay outcomes to stockholder value creation. We also use equity awards as our incentive vehicle for long-term compensation to attract, reward and retain our Named Executive Officers. We typically grant equity awards in the first quarter of each year. Throughout the year, our Compensation Committee may recommend awarding additional equity grants as circumstances warrant.
2025 Annual Equity Awards
2025 Annual Equity Awards In early 2025, the Compensation Committee determined that the annual long-term equity incentive compensation awards for our Named Executive Officers should consist of fifty percent (50%) RSUs and fifty percent (50%) PSUs. For PSUs, the Compensation Committee further determined that one-third of the PSU awards should be based on the Company’s performance with respect to the entry into a new procurement contract with the U.S. government meeting certain volume, pricing and duration criteria, prior to the first anniversary of the date of grant, and the remaining two-thirds of the PSU awards will have performance criteria determined on future anniversaries of the date of grant.
2025 Target Annual Awards
| | RSUs(1) | PSUs(2) | | Diem Nguyen, Ph.D. | 255,137 | 255,137 | | Daniel J. Luckshire | 34,511 | 34,511 | | Dennis E. Hruby. Ph.D. | 34,336 | 34,336 | | Larry Miller | 63,784 | 63,784 |
2025 Target Annual Awards
| (1) RSUs vest in equal yearly installments on each of the first three anniversaries of the grant date. |
2025 Target Annual Awards
| (2) The total PSUs issued (measured at target performance level) with respect to 2025 consists of 255,137 to Dr. Nguyen, 34,511 to Mr. Luckshire, 34,336 to Dr. Hruby and 63,784 to Mr. Miller. One-third of the PSUs are eligible to become conditionally earned at the conclusion of each of three annual performance periods based on the level of achievement of the applicable performance-based criteria. Actual payouts for the PSUs subject to 2025 performance-based vesting criteria could range from 0% to 125% of the target number of PSUs based on actual performance results. In accordance with FASB ASC Topic 718, the Company only considered the awards associated with the first annual performance period as granted in 2025 as the performance condition was known to the participants at the time of grant. At the time when the performance-based criteria is determined for the remaining two annual performance periods, the Company will consider such portions of the PSU awards as granted. The PSUs, if earned, cliff-vest at the end of the third annual performance period in March 2027. |
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 2025, 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 provide our executive officers with severance and change of control arrangements in their employment agreements. The severance and change of control arrangements 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, 2025:
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. Chief Executive Officer and Director | 2025 | 927,000 | 463,500 | 1,853,992(4) | — | — | — | 3,244,492 | | | 2024 | 835,384 | 900,000(5) | 1,364,406 | 1,350,000 | — | — | 4,449,790 | | | 2023 | — | — | — | — | — | — | — | | Daniel J. Luckshire Executive Vice President and Chief Financial Officer | 2025 | 752,252 | 564,189 | 250,776(4) | — | — | — | 1,567,217 | | | 2024 | 730,342 | 730,342 | — | — | — | — | 1,460,684 | | | 2023 | 709,070 | 709,070 | 300,000 | — | — | — | 1,718,140 | | Dennis E. Hruby, Ph.D. Executive Vice President and Chief Scientific Officer | 2025 | 748,527 | 561,395 | 249,506(4) | — | — | — | 1,559,428 | | | 2024 | 726,724 | 726,726 | — | — | — | — | 1,453,450 | | | 2023 | 705,557 | 705,557 | 400,000 | — | — | — | 1,811,114 | | Larry Miller General Counsel and Corporate Secretary | 2025 | 695,250 | 347,625 | 463,495(4) | 32,612 | — | — | 1,538,982 | | | 2024 | 520,313 | 337,500 | 739,840 | 590,361 | — | — | 2,188,014 | | | 2023 | — | — | — | — | — | — | — |
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. |
Summary Compensation Table
| (3) In April 2025, the Board of Directors modified the options granted to Mr. Miller in March 2024 and adjusted the options to reflect the Company’s cash dividend of $0.60 paid in April 2024. In connection with this adjustment and the $0.60 dividend declared April 8, 2025 and in accordance with the anti-dilution provisions of the 2010 Plan, these Options were adjusted to a total of 102,962 Options with an exercise price of $7.06. |
Summary Compensation Table
| (4) With respect to the PSUs, the Company only considered the awards associated with the first annual performance period (measured at target) as granted in 2025 as the performance conditions were known to the participants. See 2025 Annual Equity Awards section for more details. |
Summary Compensation Table
| (5) Dr. Nguyen was paid $450,000 as a signing bonus at the start of her employment on January 27, 2024. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Diem Nguyen, Ph.D. | 3/13/2025 | 340,182(1) | — | — | 1,853,992 | | Daniel J. Luckshire | 3/13/2025 | 46,014(2) | — | — | 250,776 | | Dennis E. Hruby, Ph.D. | 3/13/2025 | 45,781(3) | — | — | 249,506 | | Larry Miller | 3/13/2025 | 85,045(4) | — | — | 463,495 | | | 4/18/2025 | — | 7,049 (5) | 7.06 | 32,612 |
Grants of Plan-Based Awards
| (1) Represents 255,137 RSUs and 85,045 PSUs (see 2025 Annual Equity Awards section for further details on the PSUs). |
Grants of Plan-Based Awards
| (2) Represents 34,511 RSUs and 11,503 PSUs (see 2025 Annual Equity Awards section for further details on the PSUs). |
Grants of Plan-Based Awards
| (3) Represents 34,336 RSUs and 11,445 PSUs (see 2025 Annual Equity Awards section for further details on the PSUs). |
Grants of Plan-Based Awards
| (4) Represents 63,784 RSUs and 21,261 PSUs (see 2025 Annual Equity Awards section for further details on the PSUs). |
Grants of Plan-Based Awards
| (5) Represents 6,384 Options granted in connection with the April 2025 Board of Directors adjustment to Mr. Miller’s 2024 equity awards with an exercise price of $7.79. In connection with the $0.60 dividend declared on April 8, 2025 and in accordance with the anti-dilution provisions of the 2010 Plan, these Options were adjusted to a total of 7,049 Options with an exercise price of $7.06. |
Grants of Plan-Based Awards
| (6) Represents the grant date fair value of RSUs, PSUs, and Options granted in 2025 computed in accordance with FASB ASC Topic 718. With respect to PSUs, the Company only considered the awards associated with the first annual performance period (measured at target) as granted in 2025 as the performance condition was known to the participants. See 2025 Annual Equity Awards section for more details. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides certain summary information concerning unexercised options and equity incentive plan awards for each Named Executive Officer as of December 31, 2025:
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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. | 129,943(1) | — | — | 4.28 | 1/27/2034 | — | — | — | — | | | 259,886(2) | — | — | 4.28 | 1/27/2034 | — | — | — | — | | | — | — | — | — | — | 366,942(3) | 2,529,262 | — | — | | | — | — | — | — | — | — | — | 85,045(4) | 570,652 | | | — | — | — | — | — | — | — | 118,577(5) | 866,798 | | Daniel J. Luckshire | — | — | — | — | — | 34,511 (6) | 231,569 | — | — | | | — | — | — | — | — | — | — | 11,503(7) | 77,185 | | Dennis E. Hruby, Ph.D. | — | — | — | — | — | 34,336(6) | 230,395 | — | — | | | — | — | — | — | — | — | — | 11,445(8) | 76,796 | | Larry Miller | 102,962 (9) | — | — | 7.06 | 3/25/2034 | — | — | — | — | | | — | — | — | — | — | 77,625(10) | 529,244 | — | — | | | — | — | — | — | — | — | — | 21,261 (11) | 142,661 | | | — | — | — | — | — | — | — | 13,841(12) | 101,178 |
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 the $0.60 dividends declared on March 12, 2024 and April 8, 2025 and in accordance with the anti-dilution provisions of the 2010 Plan, this award was adjusted to a total of 129,943 Options with an exercise price of $4.28. |
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 the $0.60 dividends declared on March 12, 2024 and April 8, 2025 and in accordance with the anti-dilution provisions of the 2010 Plan, this award was adjusted to a total of 259,886 Options with an exercise price of $4.28. |
Outstanding Equity Awards at Fiscal Year End
| (3) Represents RSUs granted on January 27, 2024 and March 13, 2025, which vest in equal yearly installments over a period of three (3) years, with the 1/3 of such RSUs vesting on each of the first three anniversaries of the date of grant. Values are based on the closing price of the Common Stock on December 31, 2025 (the last trading day of 2025) of $6.11 per share plus the accrued dividends of $0.60 declared on March 12, 2024, and April 8, 2025 which will be paid as the underlying RSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (4) Represents 85,045 PSUs granted on March 13, 2025 that vest, if earned, on the third anniversary of the date of grant (see 2025 Annual Equity Awards section for further details). Values assume achievement of the full performance (measured at target) and are based on the closing price of the Common Stock on December 31, 2025 (the last trading day of 2025) of $6.11 per share plus the accrued dividend of $0.60 declared on April 8, 2025 which will be paid if/when the underlying PSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (5) Represents 177,865 PSUs granted on January 27, 2024 that vest in three substantially equal installments based upon achieving an original sustained stock price (the closing price of Common Stock over any 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 the $0.60 dividends declared on March 12, 2024 and April 8, 2025 and in accordance with the provisions of the grant agreement, the sustained stock price goals were modified to $6.80 and $7.80, 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, 2025 (the last trading day of 2025) of $6.11 per share plus the accrued dividends of $0.60 declared on March 12, 2024 and April 8, 2025 which will be paid as the underlying PSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (6) Represents RSUs granted on March 13, 2025, which vest in equal yearly installments over a period of three years, with the 1/3 of such RSUs vesting on March 13, 2026, 1/3 of such RSUs vesting on March 13, 2027 and the remaining 1/3 vesting on March 13, 2028. Values are based on the closing price of the Common Stock on December 31, 2025 (the last trading day of 2025) of $6.11 per share plus the accrued dividend of $0.60 declared on April 8, 2025, which will be paid as the underlying RSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (7) Represents 11,503 PSUs granted on March 13, 2025 that vest, if earned, on the third anniversary of the date of grant (see 2025 Annual Equity Awards section for further details). Values assume achievement of the full performance (measured at target) and are based on the closing price of the Common Stock on December 31, 2025 (the last trading day of 2025) of $6.11 per share plus the accrued dividend of $0.60 declared on April 8, 2025 which will be paid if/whenas the underlying PSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (8) Represents 11,445 PSUs granted on March 13, 2025 that vest, if earned, on the third anniversary of the date of grant (see 2025 Annual Equity Awards section for further details) Values assume achievement of the full performance (measured at target) and are based on the closing price of the Common Stock on December 31, 2025 (the last trading day of 2025) of $6.11 per share plus the accrued dividend of $0.60 declared on April 8, 2025 which will be paid if/whenas the underlying PSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (9) Represents two awards of Options granted on March 25, 2024, each with an exercise price of $8.35. The first grant of 61,347 Options vests in equal yearly installments over a two year period, with 50% of such Options vesting on March 25, 2025 and 50% of such Options vesting on March 25, 2026. The second grant of 25,504 Options vests in equal yearly installments over a three 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. In April 2025, the Board of Directors adjusted Mr. Miller’s 2024 equity awards to reflect the Company’s cash dividend paid in April 2024. In connection with this adjustment, the $0.60 dividend declared on April 8, 2025 and in accordance with the anti-dilution provisions of the 2010 Plan, the first Option grant was adjusted to a total of 72,727 Options with an exercise price of $7.06 and the second Option grant was adjusted to a total of 30,235 Options with an exercise price of $7.06. |
Outstanding Equity Awards at Fiscal Year End
| (10) Represents RSUs granted on March 25, 2024 and March 13, 2025, which vest in equal yearly installments over a period of three years, with the 1/3 of such RSUs vesting on the anniversary date of each respective grant. Values are based on the closing price of the Common Stock on December 31, 2025 (the last trading day of 2025) of $6.11 per share plus the accrued dividends declared on March 12, 2024 and April 8, 2025 which will be paid as the underlying RSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (11) Represents 21,261 PSUs granted on March 13, 2025 that vest, if earned, on the third anniversary of the date of grant (see 2025 Annual Equity Awards section for further details). Values assume achievement of the full performance (measured at target) and are based on the closing price of the Common Stock on December 31, 2025 (the last trading day of 2025) of $6.11 per share plus the accrued dividend of $0.60 declared on April 8, 2025 which will be paid if/when the underlying PSUs vest. |
Outstanding Equity Awards at Fiscal Year End
| (12) Represents PSUs granted on March 25, 2024 that vest in three 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 dividends declared on March 12, 2024 and April 8, 2025 and in accordance with the provisions of the grant agreement, the sustained stock price goals were modified to $6.80 and $7.80, respectively. The first 1/3 of such PSUs vested in April 2025. Values assume achievement of the full performance and are based on the closing price of the Common Stock on December 31, 2025 (the last trading day of 2025) of $6.11 per share plus the accrued dividend of $0.60 declared on March 12, 2024 and April 8, 2025 which will be paid as the underlying PSUs vest. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth any exercises of stock options and the vesting of restricted stock units for each of the Named Executive Officers for the year ended December 31, 2025:
Option Exercises and Stock Vested
| | Option Awards | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Diem Nguyen, Ph.D. | — | — | 55,902 | 354,419 | | Daniel J. Luckshire | — | — | 24,193 | 157,013 | | Dennis E. Hruby, Ph.D. | — | — | 32,258 | 209,354 | | Larry Miller | — | — | 13,840 | 82,210 |
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 Severance Arrangement for Diem Nguyen, Ph.D. The following table and footnotes describe and quantify the potential payments to Dr. Nguyen pursuant to the Nguyen Agreement upon a qualifying termination of employment effective as of December 31, 2025:
Potential Payments upon Termination or Change of Control
| | Termination by the Company without cause (or by the officer for good reason) | Termination by the Company due to a change of control | | Aggregate cash payments | $1,854,000 | $4,171,500 | | Value of accelerated stock-based grants(1) | $3,242,649 | $4,109,447 | | Total | $5,096,649 | $8,280,947 |
Potential Payments upon Termination or Change of Control
| (1) The amount consists of the value of unvested RSUs, PSUs, and Options as of December 31, 2025 as well as accrued but unpaid dividends. |
Potential Payments upon Termination or Change of Control
If Dr. Nguyen’s employment is terminated or the Nguyen Agreement is not renewed by the Company without Cause (as defined in the Nguyen Agreement) or if Dr. Nguyen terminates her employment for Good Reason (as defined in the Nguyen Agreement), she will be entitled to the following: (i) a cash amount equal two (2) times Dr. Nguyen’s then-current annual base salary; (ii) Dr. Nguyen’s 2025 Target Annual Cash Bonus; (iii) the Company shall take all such action as is necessary such that all Options and RSUs shall immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such Option; (iv) any PSUs that are outstanding and unvested as of immediately prior to such termination shall continue to be eligible to vest in accordance with the terms of the award and subject to achievement of the applicable performance goals, as if Dr. Nguyen’s employment with the Company had not terminated, and (v) 12 months of Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) coverage at active employee rates. If Dr. Nguyen’s employment is terminated or the Nguyen Agreement is not renewed by the Company other than for Cause or if Dr. Nguyen terminates her employment for Good Reason, in each case, during the period that begins 90 days prior to the occurrence of the Change of Control (defined as a “sale event” in the 2010 Plan) and that ends two years following a change of control (the “Change of Control Period”), she will be entitled to the following: (i) a cash amount equal to three (3) times the sum of Dr. Nguyen’s then-current annual base salary and Dr. Nguyen’s 2025 Target Annual Cash Bonus; (ii) the Company shall take all such action as is necessary such that all of Dr. Nguyen’s equity grants shall immediately and irrevocably vest and, to the extent applicable, become exercisable as of the date of termination and shall remain exercisable for a period of not less than one (1) year from the date of termination, or, if earlier, the expiration of the term of such equity award, and (iii) 18 months of COBRA coverage at active employee rates.
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 $128,097. The annual total compensation of Dr. Nguyen, as set forth in the summary compensation table in this proxy statement, was $3,244,492. Accordingly, our CEO to Employee Pay Ratio is approximately 25:1. We identified the median employee using our employee population as of December 31, 2025. We used a consistently applied compensation measure – W-2 earnings – across our employee population (excluding Dr. Nguyen) 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 2025 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.
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) | | 2025 | $3,244,492 | $3,741,280 | $1,555,209 | $1,636,663 | $116 | $120 | $23,279,143 | $88,048,145 | | 2024 | $4,588,317 | $5,640,511 | $1,412,611 | $1,351,882 | $104 | $91 | $59,214,216 | $133,330,181 | | 2023 | $1,825,856 | $1,825,856 | $1,399,930 | $1,373,478 | $88 | $92 | $68,068,826 | $130,668,209 | | 2022 | $1,738,912 | $1,738,912 | $993,871 | $993,871 | $107 | $89 | $33,904,806 | $86,661,583 | | 2021 | $1,688,264 | $1,688,264 | $1,285,045 | $1,269,045 | $103 | $99 | $69,450,766 | $126,802,536 |
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 2021-2023, our PEO was Dr. Phillip L. 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. For 2025, our PEO was Dr. Nguyen. |
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 | | 2025 | $3,244,492 | $(1,853,992) | $2,350,780 | $3,741,280 | | 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 |
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 | | 2025 | $2,282,621 | — | $49,711 | $18,448 | $2,350,780 | | 2024 | $3,362,329 | $405,713 | — | — | $3,768,042 | | 2023 | — | — | — | — | — | | 2022 | — | — | — | — | — | | 2021 | — | — | — | — | — |
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 2025, our non-PEO NEOs were Mr. Luckshire, Dr. Hruby and Mr. Miller. For 2024, our non-PEO NEOs were Mr. Luckshire, Dr. Hruby, Mr. Miller and Dr. Jay K. Varma (former Chief Medical Officer). For 2023, our non-PEO NEOs were: Mr. Luckshire, Dr. Hruby and Dr. Varma. For 2022 and 2021, 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 | | 2025 | $1,555,209 | $(332,130) | $413,584 | $1,636,663 | | 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 |
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 | | 2025 | $395,553 | $(4,736) | $22,767 | $413,584 | | 2024 | $199,336 | $7,715 | $36,693 | $243,744 | | 2023 | $256,881 | — | — | $256,881 | | 2022 | — | — | — | — | | 2021 | — | — | $(16,000) | $(16,000) |
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, 2025 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 or the Board of Directors may reduce the size of the board. 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* | 72 | 2020 | Director | | Harold E. Ford, Jr.* | 55 | 2022 | Director | | General John M. “Jack” Keane (Ret.)* | 83 | 2025 | Director | | Joseph W. Marshall, III* | 73 | 2009 | Director | | Gary J. Nabel, M.D., Ph.D.* | 72 | 2021 | Director | | Julian Nemirovsky* | 42 | 2020 | Director | | Diem Nguyen, Ph.D. | 54 | 2024 | Director and Chief Executive Officer | | Holly L. Phillips, M.D.* | 55 | 2021 | Director |
PROPOSAL 1: ELECTION OF DIRECTORS
| * Determined by the Board of Directors to be independent pursuant to Nasdaq Rule 5605. |
Additional Information on Outstanding Equity Awards and Available Shares under the 2010 Plan
Additional Information on Outstanding Equity Awards and Available Shares under the 2010 Plan As of the Record Date, there were stock options to acquire 824,726 shares of common stock outstanding under the 2010 Plan, with a weighted average exercise price of $4.45 per share and a weighted average remaining term of 7.2 years. In addition, as of the Record Date, there were 1,110,862 unvested full value awards with time-based vesting outstanding and 841,399 unvested full value awards with performance-based vesting outstanding. Other than the foregoing, no awards were outstanding under our equity compensation plans as of the Record Date. We have used equity in a judicious manner. Our three-year average annual burn rate (number of shares granted annually divided by the fiscal year weighted average common shares outstanding) is 1.16% based on annual burn rates of 1.56% in 2025, 1.35% in 2024 and 0.57% in 2023. This is well below the 25th percentile of comparable companies within our peer group (as disclosed in the Compensation Discussion and Analysis). As of the Record Date, our potential overhang on a fully diluted Basis: 4.46% based on shares currently outstanding and available for grant and 12.07% including the 6.5 million shares requested in this Proposal. This is also well below the 25th percentile of comparable companies within our peer group (as disclosed in our Compensation Discussion and Analysis). All members of our Board and all the Company’s executive officers will be eligible for awards under the 2010 Plan and thus have a personal interest in the approval of the Amendment. Stockholders are requested in this Proposal No. 4 to approve the Amendment. If stockholders do not approve this Amendment, the 2010 Plan will continue in accordance with its current terms.