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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ |  |  | Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ |  |  | Preliminary Proxy Statement
☐ |  |  | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ |  |  | Definitive Proxy Statement
☐ |  |  | Definitive Additional Materials
☐ |  |  | Soliciting Material under §240.14a-2

SIGA Technologies, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):

☒ |  |  | No fee required
☐ |  |  | Fee paid previously with preliminary materials
☐ |  |  | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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SIGA Technologies, Inc.
31 East 62nd Street
New York, New York 10065
(212) 672-9100
April 28, 2025
Dear Stockholder:
You are cordially invited to attend our 2025 Annual Meeting of Stockholders on June 10, 2025, at 10:30 a.m., Eastern Time. We intend to host this meeting as a virtual-only meeting that will be held via live audio webcast online at www.virtualshareholdermeeting.com/SIGA2025. On the following pages you will find the formal notice of annual meeting and proxy statement, which describes the matters to be voted upon.
At the meeting, stockholders will vote on several important proposals. Please take the time to read each of the proposals carefully, which we describe in our Proxy Statement for the 2025 Annual Meeting of Stockholders. We will primarily use the Internet to furnish our stockholders with our Proxy Statement and other proxy materials. We are sending a Notice of Internet Availability of Proxy Materials on or about April 28, 2025, to our stockholders of record as of the close of business on April 17, 2025. The notice contains instructions concerning how to access our Proxy Statement and 2025 Annual Report and vote online. If you would like to request a printed copy of our proxy materials, please follow the instructions included in the Notice.
Whether or not you plan to virtually attend and vote your shares online at the meeting, it is important that your shares be represented and counted. Accordingly, after reviewing the proxy statement, please vote by proxy, over the telephone or online by following the instructions included in the proxy materials; or complete, date, sign and return the enclosed proxy card. If you hold your shares in “street name” through a broker, bank or other intermediary, please vote in accordance with their instructions provided to you.
I hope that you will attend the meeting, and I look forward to seeing you there.

|  |  | Sincerely,
|  |  | Diem Nguyen, Ph.D., MBA
|  |  | Chief Executive Officer

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Notice of 2025 Annual Meeting of Stockholders |  |  | 1
Proxy Statement |  |  | 3
Voting Rights and Solicitation of Proxies |  |  | 3
Purpose of the Annual Meeting |  |  | 3
Record Date and Outstanding Shares |  |  | 3
Receipt of Proxy Materials |  |  | 3
Voting Your Common Stock |  |  | 4
Voting at the Annual Meeting |  |  | 4
Revocability and Voting of Proxies |  |  | 5
Solicitation |  |  | 5
Board of Directors |  |  | 6
Director Nominee Information |  |  | 6
Meetings of the Board of Directors |  |  | 8
Director Independence |  |  | 8
Committees of the Board of Directors |  |  | 9
Compensation Committee Interlocks and Insider Participation |  |  | 11
Code of Ethics |  |  | 11
Stockholder Communications with the Board of Directors |  |  | 11
Board Leadership Structure |  |  | 11
The Board’s Role in Risk Oversight |  |  | 11
Report of the Audit Committee |  |  | 12
Security Ownership of Certain Beneficial Owners and Management |  |  | 13
Ownership of Common Stock |  |  | 13
Management |  |  | 15
Executive Officers |  |  | 15
Compensation Discussion and Analysis |  |  | 16
Overview |  |  | 16
Our Named Executive Officers |  |  | 16
Our Compensation Philosophy & Program Objectives |  |  | 16
Our Executive Compensation Decision Process |  |  | 17
Our Executive Compensation Program in Detail |  |  | 19
Other Compensation Practices, Policies and Guidelines |  |  | 22
Compensation Committee Report |  |  | 25
Summary Compensation Table |  |  | 26
Grants of Plan-Based Awards |  |  | 27
Equity Awards |  |  | 27
Outstanding Equity Awards at Fiscal Year End |  |  | 28
Employment Agreements |  |  | 29
Option Exercises and Stock Vested |  |  | 31
Potential Payments upon Termination or Change of Control |  |  | 31
CEO Pay Ratio |  |  | 34
Equity Compensation Plan Information |  |  | 35
Director Compensation |  |  | 35
Pay Versus Performance |  |  | 37
Transactions with Related Persons |  |  | 40
Review, Approval or Ratification of Transactions with Related Persons |  |  | 40
Transactions with Related Persons |  |  | 40
Fees Billed by PricewaterhouseCoopers LLP |  |  | 41
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm |  |  | 41
Proposals to be Voted on at the Meeting |  |  | 42
Proposal 1 – Election of Directors |  |  | 42
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm |  |  | 43
Proposal 3 - Approval of Amendment to our Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company |  |  | 44
Stockholder Proposals |  |  | 46
Availability of Annual Report on Form 10-K to Stockholders |  |  | 46
Other Matters |  |  | 47
“Householding” of Proxy Materials |  |  | 47

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SIGA Technologies, Inc.
31 East 62nd Street
New York, New York 10065
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON June 10, 2025
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of SIGA Technologies, Inc. (“SIGA” or the “Company”), a Delaware corporation, will be held on Tuesday, June 10, 2025, at 10:30 a.m., Eastern Time. We intend to host this meeting as a virtual-only meeting that will be held via live audio webcast online at www.virtualshareholdermeeting.com/SIGA2025.
At the Annual Meeting, SIGA’s stockholders will be voting on proposals to do the following:

1. | To elect eight directors to the Board of Directors of SIGA;

2. | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of SIGA for the fiscal year ending December 31, 2025;

3. | To approve an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company; and

4. | To transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.

Stockholders of record at the close of business on April 17, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
Admission Procedure for Attending the Meeting
If you are a stockholder as of the close of business on April 17, 2025, you will be able to attend the virtual Annual Meeting by visiting the website referenced above and entering the unique control number included on the Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), voting instruction form or proxy card you received. Stockholders holding their shares through a broker, bank or other intermediary as of the close of business on April 17, 2025 and wishing to attend may do so but will need the control number provided on the voting instructions that accompany the Notice of Internet Availability or proxy materials from the broker, bank or other intermediary. If you do not have a control number, you may still attend the Annual Meeting by visiting the same website, by logging in as a guest and providing the additional identifying information requested at such time. All stockholders may log into the meeting platform beginning at 10:15 a.m. Eastern Time on June 10, 2025. The website will provide assistance if you experience technical issues accessing the Annual Meeting. Whether or not you plan on attending the Annual Meeting, we encourage you to submit your vote as soon as possible by: (i) accessing the website or by calling the toll-free number described in the Notice of Internet Availability or proxy materials; or (ii) signing, dating and returning a proxy card or voting instruction form you received.
You will be able to submit questions during the meeting by typing your question into the “ask question” box on the meeting website
YOUR VOTE IS IMPORTANT.
PLEASE VOTE ONLINE OR BY PHONE OR MAIL, AS DESCRIBED ABOVE
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|  |  | By Order of the Board of Directors,
|  |  | Larry Miller
|  |  | General Counsel and Secretary
New York, New York April 28, 2025 |  |  |

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on June 10, 2025.
The Proxy Statement and 2024 Annual Report on Form 10-K are
available at www.proxyvote.com.
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SIGA Technologies, Inc.
31 East 62nd Street
New York, New York 10065
(212) 672-9100
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
June 10, 2025
This proxy statement is furnished to stockholders of SIGA Technologies, Inc. (“SIGA”, the “Company” or “we”) in connection with the solicitation of proxies, in the accompanying form, by the Board of Directors of SIGA (the “Board of Directors”) for use in voting at the Annual Meeting of Stockholders (the “Annual Meeting”) intended to be held virtually on Tuesday, June 10, 2025, at 10:30 a.m. (Eastern Time), and at any adjournment or postponement thereof. We intend to host this meeting as a virtual-only meeting that will be held via live audio webcast.
This proxy statement and a form of proxy have been made available to our stockholders on the Internet and a Notice of Internet Availability of Proxy Materials will be mailed to stockholders on or about April 28, 2025.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Purpose of the Annual Meeting
The purpose of the Annual Meeting is to vote on proposals to do the following:

1. | To elect eight directors to the Board of Directors of SIGA;

2. | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of SIGA for the fiscal year ending December 31, 2025;

3. | To approve an Amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company; and

4 | To transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.

Record Date and Outstanding Shares
The Board of Directors has fixed the close of business on April 17, 2025 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting and any and all adjournments or postponements thereof. As of the Record Date, SIGA had issued and outstanding 71,441,083 shares of common stock, par value $.0001 per share (“Common Stock”).
Receipt of Proxy Materials
In accordance with the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet instead of mailing a printed copy to our stockholders. Accordingly, on or about April 28, 2025, we began mailing to all our stockholders of record at the close of business on April 17, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). We believe making our proxy materials available over the Internet allows us to expedite getting our stockholders the proxy materials they need, while lowering the cost of delivering the materials.
Instructions on how to access the proxy materials over the Internet and how to vote are included in the Notice of Internet Availability. If you received the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail at no cost.
Instead of receiving a Notice of Internet Availability in the mail for future meetings, you may elect to receive links to proxy materials by e-mail or to receive a paper copy of the proxy materials, including a paper proxy card, by mail. The Notice of Internet Availability provides instructions on how to receive a paper or an e-mail copy of our proxy materials for Annual Meeting or for all future annual meetings. Your election will remain in effect until you terminate it. Instead of receiving our proxy materials or the Notice of Internet Availability by mail, we encourage you
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to elect to receive all proxy materials by e-mail going forward. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing these documents to you. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site.
Voting Your Common Stock
The Annual Meeting will once again be held entirely online this year. Stockholders may vote in person by attending the virtual Annual Meeting or by submitting a proxy. The method of voting by proxy differs for shares held as a record holder and shares held in “street name.”
If you are a record holder, you may vote by submitting a proxy over the Internet or by telephone, in each case by following the instructions on the Notice of Internet Availability or proxy card, or by completing, dating and signing the proxy card that was included with this proxy statement and promptly mailing it.
If your shares are held in “street name,” your broker, bank or other street name holder will provide you with instructions that you must follow to have your shares voted.
Voting at the Annual Meeting
Each share of Common Stock outstanding on the Record Date will be entitled to one vote on each matter submitted to a vote of the stockholders. Cumulative voting by stockholders is not permitted.
All stockholders will need their unique 16-digit control number, which appears in the Notice of Internet Availability, proxy card or voting instructions included in the proxy materials. If you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number and gain access to the meeting.
The presence, in person or represented by proxy, of the holders of a majority of the voting power of all outstanding shares entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker non-votes will be counted as shares present at the Annual Meeting for purposes of determining the presence of a quorum. Brokers holding shares for beneficial owners in “street name” must vote those shares according to specific instructions they receive from the owners of such shares. If instructions are not received, brokers may vote the shares, in their discretion, depending on the type of proposals involved. Broker “non-votes” result when brokers are precluded from exercising their discretion on certain types of proposals. Brokers have discretionary authority to vote under the rules governing brokers to vote without instructions from the beneficial owner on certain “routine” items, such as the ratification of the appointment of the independent registered public accounting firm and, accordingly, your shares may be voted by your broker on Proposal No. 2. However, brokers do not have discretionary authority to vote on either of Proposals No. 1 or No. 3. Shares that are voted by brokers on some, but not all, of the matters will be treated as shares present for purposes of determining the presence of a quorum on all matters, but will not be treated as shares entitled to vote at the Annual Meeting on those matters as to which authority to vote is withheld by the broker.
For the election of directors, a plurality of the votes cast at the Annual Meeting is required. “Withhold” votes and broker “non-votes” are not considered to have been voted for the purpose of the election of directors and therefore will have no effect on the voting results.
For the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of SIGA for the fiscal year ending December 31, 2025, the affirmative vote of a majority of shares of our common stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required. Abstentions have the same effect as “against” votes on Proposal No. 2. Brokers and other nominees have discretionary voting power to vote without instructions from the beneficial owner on the ratification of the appointment of the independent auditor and, accordingly, your shares may be voted by your broker on this proposal.
For the approval of the proposed Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”), the affirmative vote of a majority of our outstanding shares of common stock is required to approve this proposal. Abstentions and broker non-votes, if any, will have the same effect as “against” votes on Proposal No. 3. Brokers and other nominees will not have discretionary voting power to vote without instructions from the beneficial owner on Proposal No. 3.
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Revocability and Voting of Proxies
Any person signing a proxy in the form accompanying this proxy statement has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote pursuant to the proxy. A proxy may be revoked by any of the following methods:

1. | writing a letter delivered to the Corporate Secretary of SIGA, stating that the proxy is revoked;

2. | submitting another proxy with a later date; or

3. | attending the Annual Meeting and voting in person.

Please note, however, that if a stockholder’s shares are held of record by a broker, bank or other nominee and that stockholder wishes to vote at the Annual Meeting, the stockholder should change his or her voting instructions by following the instructions from the stockholder’s broker, bank or other nominee.
Unless we receive specific instructions to the contrary or unless such proxy is revoked, shares represented by each properly executed proxy will be voted: (i) FOR the election of each of SIGA’s nominees as a director; (ii) FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of SIGA for the fiscal year ending December 31, 2025; (iii) FOR the approval of the Amendment to our Amended and Restated Certification of Incorporation to limit the liability of certain officers of the Company; and (iv) with respect to any other matters that may properly come before the Annual Meeting, at the discretion of the proxy holders. We do not presently anticipate that any other business will be presented for action at the Annual Meeting.
Solicitation
SIGA will pay the costs of soliciting proxies. SIGA may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to beneficial owners. Directors, officers and employees may also solicit proxies by telephone, facsimile, in person or other means. They will not receive any additional payments for the solicitation.
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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
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.
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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.
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
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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.
Meetings of the Board of Directors
During 2024, the Board of Directors held thirteen meetings. The Independent Directors (as defined below) also regularly convene executive sessions where only such Independent Directors are present. Such meetings may be in conjunction with regularly scheduled meetings of the Board of Directors. Each incumbent director serving during 2024 attended at least 75% of the aggregate of all meetings of the Board of Directors and all meetings of committees on which such director served during the period the director was on the Board or committee. Each member of the Board of Directors is also encouraged to attend the Annual Meeting. All members then serving on the Board of Directors attended SIGA’s 2024 annual meeting of stockholders.
Director Independence
Based on the review and recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has determined that each of the director nominees aside from Dr. Nguyen, who is the Chief Executive Officer of the Company, is independent (the “Independent Directors”) as defined by Nasdaq Stock Market (“Nasdaq”) Rule 5605(a)(2).
The Board of Directors also determined that Mr. Knisely, who owns an advisory firm that provides services to the Company and was a director until his voluntary resignation from the Board on March 6, 2025, and Dr. Varma who was the Chief Medical Officer of the Company as well as a director until his employment terminated on September 23, 2024, were not independent directors as defined by Nasdaq Rule 5605(a)(2).
In assessing the independence of our directors and director nominees, the Nominating and Corporate Governance Committee and the Board of Directors took into account certain transactions, relationships and arrangements involving certain Independent Directors and concluded that such transactions, relationships and arrangements would not interfere with the exercise of independent judgment of such directors in carrying out the responsibilities of a director. In connection with such independence determinations, the Board of Directors considered Mr. Nemirovsky’s and Mr. Durnan’s prior service as executives of MacAndrews & Forbes Incorporated (“M&F”), a principal stockholder of the Company and, as further described under “Transactions with Related Persons,” the lessor of the Company’s headquarters.
In addition, based on the review and recommendation by the Nominating and Corporate Governance Committee, the Board of Directors has determined that each member of the Audit and the Compensation Committee meets the heightened independence standards applicable to membership in the applicable committee under the applicable Nasdaq rules.
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Committees of the Board of Directors
The Board of Directors is responsible for appointing the members of the standing Audit, Compensation, and Nominating and Corporate Governance Committees. Each member of the Audit, Compensation, and Nominating and Corporate Governance Committees is an Independent Director. In addition, each of the committees of the Board of Directors has a written charter that was approved by the Board of the Directors. A copy of each charter is posted on SIGA’s website at www.siga.com under the “Governance” section. The information on or accessible through SIGA’s website is not incorporated by reference into, and does not form any part of, this proxy statement.
Audit Committee. The Audit Committee, which consists of directors Joseph W. Marshall III, who serves as chair, Julian Nemirovsky, and Harold Ford, held four meetings during 2024. The Board of Directors has determined that each of the members of the Audit Committee is “independent” under applicable laws, rules and regulations, including the heightened Nasdaq independence standards and the regulations of the “SEC” relating to audit committee members. Moreover, the Company has determined that each member of the Audit Committee meets the requirements of financial literacy under the application rules and regulations of the Nasdaq and SEC, and that Mr. Marshall is an “audit committee financial expert” within the meaning of the SEC’s Regulation S-K (“Regulation S-K”). The purpose of the Audit Committee is to assist the Board of Directors in the oversight of the integrity of SIGA’s financial statements, SIGA’s compliance with legal and regulatory matters, the independent registered public accounting firm’s qualifications and independence, and the performance of SIGA’s independent registered public accounting firm. The primary responsibilities of the Audit Committee are set forth in its charter and include various matters with respect to the oversight of SIGA’s accounting and financial reporting process and audits of the financial statements of SIGA on behalf of the Board of Directors. The Audit Committee also selects the independent registered public accounting firm to conduct the annual audit of SIGA’s financial statements; reviews the proposed scope of such audit; reviews the Company’s accounting and financial controls with the independent registered public accounting firm and our financial accounting staff; and reviews and approves transactions, if any, between us and our directors, officers, and their affiliates. A copy of the Audit Committee charter is available on SIGA’s website at www.siga.com under the “Governance” section. Also see the section of this proxy statement entitled “Report of the Audit Committee.”
Compensation Committee. The Compensation Committee consists of Gary J. Nabel, Julian Nemirovsky, who serves as chair, and Holly Phillips. The Compensation Committee held seven meetings during 2024. The Board of Directors has determined that each of the members of the Compensation Committee is “independent” under applicable laws, rules and regulations, including the heightened Nasdaq independence standards relating to compensation committee members. The Compensation Committee functions include reviewing and approving the compensation and benefits for SIGA’s executive officers, administering SIGA’s equity incentive plans and making recommendations to the Board of Directors regarding these matters and overseeing administration of SIGA’s clawback policy. A copy of the Compensation Committee charter is available on SIGA’s website at www.siga.com under the “Governance” section. Also see the section of this proxy statement entitled “Compensation Discussion and Analysis.”
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee (the “Nominating Committee”) consists of directors Joseph W. Marshall, Jaymie A. Durnan, who serves as chair, and Holly Phillips. The Nominating Committee held two meetings in 2024. The Board of Directors has determined that each of the members of the Nominating Committee is “independent” under applicable laws, rules and regulations, including the Nasdaq listing standards. The Nominating Committee is responsible for reviewing and recommending to the Board of Directors potential nominees for director positions, making recommendations to the Board of Directors regarding the size and composition of the Board of Directors and its committees, monitoring the Board of Director’s effectiveness, and developing and implementing SIGA’s corporate governance procedures and policies. In addition, the Nominating Committee is responsible for identifying potential candidates for, and making recommendations to, the full Board with respect to potential successors to SIGA’s Chief Executive Officer. For the Chief Executive Officer search process, a professional search firm was retained to assist in the identification of qualified candidates. A copy of the Nominating Committee charter is available on SIGA’s website at www.siga.com under the “Governance” section.
In selecting candidates for the Board of Directors, the Nominating Committee begins by determining whether the incumbent directors, whose terms expire at the annual meeting of stockholders, desire and are qualified to continue their service on the Board of Directors. If there is a vacancy on the Board of Directors, the Nominating Committee will solicit recommendations for nominees from persons whom the Nominating Committee believes are
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likely to be familiar with qualified candidates, including members of the Board of Directors and management of SIGA. The Nominating Committee may also engage a professional search firm to assist in the identification of qualified director candidates but did not do so in 2024. As to each recommended candidate that the Nominating Committee believes merits serious consideration, the Nominating Committee will collect information, including by, without limitation, soliciting views from other directors and SIGA’s management regarding each candidate and having one or more Nominating Committee members interview each such candidate, as it deems necessary or appropriate in order to make an informed decision with respect to such candidate. The Nominating Committee considers the overall qualifications of prospective nominees for director, including the particular experience, expertise and outlook that they would bring to the Board of Directors. The Nominating Committee does not consider diversity as a separate or independent factor in identifying nominees for director. Based on all available information and relevant considerations, the Nominating Committee will select, for each directorship to be filled, a candidate who, in the view of the Nominating Committee, is most suited for membership on the Board of Directors.
The Nominating Committee has adopted a policy with regard to the minimum qualifications that must be met by a Nominating Committee-recommended nominee for a position on the Board of Directors. Pursuant to this policy, the Nominating Committee generally requires that all candidates for the Board of Directors be of high personal integrity and ethical character and that all non-employee candidates not have any interest that would, in the view of the Nominating Committee, materially impair the candidate’s ability to (i) exercise independent judgment or (ii) otherwise discharge the fiduciary duties owed as a director to SIGA and its stockholders. In addition, candidates must be able to represent fairly and equally all stockholders of SIGA without favoring or advancing any particular stockholder or other constituency of SIGA. Candidates must have demonstrated achievement in one or more fields of business, professional, governmental, communal, scientific or educational endeavor. Candidates are expected to have sound judgment and a general appreciation regarding major issues facing public companies of a size and operational scope similar to SIGA, including current governance concerns, regulatory obligations of a public issuer, strategic business planning, competition in a global economy, and basic concepts of corporate finance. Candidates must also have, and be prepared to devote, adequate time to the Board of Directors and its committees. It is expected that, taking into account their other business and professional commitments, including their service on the boards of other companies, each candidate will be available to attend meetings of the Board of Directors and any committees on which the candidate will serve, as well as SIGA’s annual meeting of stockholders. SIGA also requires that at least a majority of the directors serving at any time on the Board of Directors are independent, as defined under Nasdaq rules.
The Nominating Committee has adopted a policy, summarized in this paragraph, with regard to the consideration of director candidates recommended by stockholders. The Nominating Committee will consider recommendations for the nomination of directors submitted by holders of SIGA’s shares entitled to vote in the election of directors. The Nominating Committee will give consideration to these recommendations for positions on the Board of Directors where the Nominating Committee has determined not to re-nominate a qualified incumbent director. While the Nominating Committee has not established a minimum number of shares that a stockholder must own in order to present a nominating recommendation for consideration, or a minimum length of time during which the stockholder must own its shares, the Nominating Committee may take into account the size and duration of a recommending stockholder’s ownership interest in SIGA. The Nominating Committee may also consider whether the stockholder making the nominating recommendation intends to maintain an ownership interest in SIGA of substantially the same size as its interest at the time of making the recommendation. The Nominating Committee may refuse to consider recommendations of nominees who do not satisfy the minimum qualifications prescribed by the Nominating Committee for board candidates.
The Nominating Committee has adopted procedures to be followed by stockholders in submitting recommendations of candidates for directors. The procedures are set forth in SIGA’s Bylaws. Pursuant to these procedures, a stockholder (or group of stockholders) wishing to submit a nominating recommendation for an annual meeting of stockholders should arrange to deliver it to SIGA no earlier than 120 calendar days and no later than 90 calendar days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders. All stockholder nominating recommendations should be in writing, addressed to the “Nominating and Corporate Governance Committee” in care of SIGA’s Secretary at SIGA’s principal headquarters, 31 East 62nd Street, New York, New York 10065. Submissions should be made by mail or courier and provide such information about the stockholder and the proposed candidate as is set forth in SIGA’s Bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination.
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Compensation Committee Interlocks and Insider Participation
None.
Code of Ethics
SIGA has adopted a Code of Ethics and Business Conduct that applies to its officers, directors and employees including, without limitation, our Chief Executive Officer, Executive Vice President & Chief Financial Officer, General Counsel, and Executive Vice President & Chief Scientific Officer. The Code of Ethics and Business Conduct is available on SIGA’s website at www.siga.com under the “Governance” section. In the event that there is any amendment to or waiver from any provision of the Code of Ethics and Business Conduct that requires disclosure under SEC or Nasdaq rules, SIGA intends to satisfy these disclosure requirements by posting such information on its website, as permitted by Item 5.05(c) of Form 8-K.
Stockholder Communications with the Board of Directors
SIGA stockholders may send communications to the Board of Directors, any committee of the Board of Directors or an individual director. The process for so communicating is posted on SIGA’s website at www.siga.com under the “Governance” section.
Board Leadership Structure
SIGA recognizes that different Board leadership structures may be appropriate for SIGA during different periods of time and under different circumstances. As such, the Board of Directors reviews its leadership structure periodically and considers a variety of structures that may be appropriate. The Board of Directors does not have a policy on whether or not the roles of Chief Executive Officer and Chairperson of the Board should be separate, and Company policies do not require a Chairperson of the Board. The Board of Directors believes that it should have the flexibility to make a determination from time to time in a manner that is in the best interests of SIGA and its stockholders at the time of such determination. When assessing its leadership structure, the Board considers a range of factors, including: the composition of skills, experience, perspectives and qualifications of Directors; the performance of Directors in leadership roles, both at the Company Board and at other boards of directors; the specific needs and circumstances of the Company during a given time period; investor feedback; and practices at other companies.
Currently, the Company does not have a Chairperson or a lead independent director (“Lead Director”). This leadership structure allows our Chief Executive Officer to focus her time and energy on operating and managing the Company and leverages the experiences and perspectives of all the Company’s directors. When the independent directors go into executive session, or whenever there is a need for a Lead Director, one of the Board committee chairs will act in the capacity of a Lead Director depending on the topic.
Decisions regarding Board leadership structure are made by the full Board based on a recommendation by the Nominating and Corporate Governance Committee. Feedback from stockholders is considered by the Nominating and Corporate Governance Committee and Board when Board leadership structure is being contemplated.
The Board’s Role in Risk Oversight
The Board of Directors has an active role, as a whole and at the committee level, in overseeing management of our risks. The Board of Directors regularly reviews information about our financial condition and operations, and the risks associated with each. The Board’s Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee oversees management of financial reporting risks and considers the effects of systemic risks inherent in our business. The Nominating Committee manages risks associated with the independence of the Board of Directors, potential conflicts of interest and risks associated with other governance matters. Although each committee is responsible for evaluating certain risks and overseeing the management of those risks, the entire Board of Directors is regularly informed about them through committee reports. The entire Board regularly reviews the overall risk profile of the Company and receives periodic briefings on any material changes in risk assessments, in particular within the Company’s Enterprise Risk Management (“ERM”) program. Within the framework of the ERM program, the Board regularly monitors and oversees risk management of key risks such as cyber-related risks.
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REPORT OF THE AUDIT COMMITTEE
During the 2024 fiscal year, the Audit Committee, operating under its written charter that has been approved by the full Board of Directors, consisted solely of three independent directors, as defined in Nasdaq Rule 5605(a)(2). Our Board of Directors has determined that Joseph W. Marshall, III qualifies as an audit committee financial expert, within the meaning of the regulations of the Securities and Exchange Commission. The Audit Committee assists the Board of Directors in monitoring the quality and integrity of SIGA’s financial statements, the independent registered public accounting firm’s qualifications and independence, the performance of the independent registered public accounting firm, SIGA’s compliance with applicable legal and regulatory requirements, and SIGA’s assessment of financial risk exposures. Management is responsible for SIGA’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of SIGA’s consolidated financial statements and the effectiveness of its internal control over financial reporting in accordance with generally accepted auditing standards and for issuing its reports on those financial statements and related internal controls. The Audit Committee monitors and oversees these processes.
In this context, the Audit Committee has reviewed and discussed the audited consolidated financial statements as of and for the year ended December 31, 2024 and internal control over financial reporting as of December 31, 2024 with management and with PricewaterhouseCoopers LLP (“PwC”), SIGA’s independent registered public accounting firm. Also, the Audit Committee has discussed with PwC the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission.
The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with PwC its audit and other fees and the issue of its independence from SIGA. The Audit Committee has concluded that the fees paid to PwC are compatible with its independence.
Based on its review of the audited consolidated financial statements and the various discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2024 be included in SIGA’s Annual Report on Form 10-K filed with the SEC. The Audit Committee has also recommended, subject to stockholder ratification, the selection of SIGA’s independent registered public accounting firm for the year ending December 31, 2025.

|  |  | Respectfully submitted by the Audit Committee,
|  |  | Joseph W. “Chip” Marshall, III, Chairperson
|  |  | Harold E. Ford, Jr
|  |  | Julian Nemirovsky

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Ownership of Common Stock
The following tables set forth certain information regarding the beneficial ownership of SIGA’s voting securities as of April 17, 2025 of (i) each person known to SIGA to own beneficially more than 5% of the outstanding Common Stock, (ii) each director and director nominee of SIGA, (iii) each Named Executive Officer (as defined below) and (iv) all directors and executive officers of SIGA as a group. As of April 17, 2025, a total of 71,441,083 shares of Common Stock were outstanding. Each share of Common Stock is entitled to one vote on matters on which holders of Common Stock are eligible to vote. The column entitled “Percentage of Total Voting Stock Outstanding” shows the percentage of total voting stock beneficially owned by each listed party.
The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of April 17, 2025, through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

Name and Address of Beneficial Owner(1) |  |  | Amount of Beneficial Ownership(2) |  |  | Percentage of Common Stock Outstanding
MacAndrews & Forbes Incorporated(3) 35 East 62nd Street New York, NY 10065 |  |  | 24,156,358 |  |  | 33.81%
John Latane Lewis, IV(4) 4752 Sherwood Farm Charlottesville, VA 22902 |  |  | 5,271,365 |  |  | 7.38%
BlackRock, Inc.(5) 50 Hudson Yards New York, NY 10001 |  |  | 4,017,178 |  |  | 5.62%
Jaymie A. Durnan |  |  | 102,785(6) |  |  | *
Harold E. Ford, Jr. |  |  | 59,706(7) |  |  | *
General John M. “Jack” Keane (Ret.) |  |  | 25,000(8) |  |  | *
Joseph W. Marshall III |  |  | 229,642(9) |  |  | *
Gary J. Nabel |  |  | 87,785(10) |  |  | *
Julian Nemirovsky |  |  | 87,785(11) |  |  | *
Diem Nguyen, Ph.D. |  |  | 204,928(12) |  |  | *
Holly L. Phillips |  |  | 87,785(13) |  |  | *
Larry Miller |  |  | 74,230(14) |  |  | *
Daniel J. Luckshire |  |  | 263,217 |  |  | *
Dennis E. Hruby, Ph.D. |  |  | 169,256 |  |  | *
Phillip L. Gomez, Ph.D. (former Chief Executive Officer) |  |  | 475,782 |  |  | *
Jay K. Varma, M.D. (former Chief Medical Officer) |  |  | 17,298 |  |  | *
All executive officers and directors as a group (eleven individuals) |  |  | 1,392,119(15) |  |  | 1.95%

* | Less than 1%

(1) | Unless otherwise indicated the address of each beneficial owner identified is 31 East 62nd Street, 5th floor, New York, New York 10065.

(2) | Unless otherwise indicated, each person has sole investment and voting power with respect to the shares indicated. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of a given date which such person has the right to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by each person or group of persons named above on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding for the purpose of computing the percentage ownership of such person or persons, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. This table does not reflect adjustments that may result from the dividend declared by the Company on April 8, 2025.

(3) | Based on the amended Schedule 13D filed with the SEC on September 17, 2021 by MacAndrews & Forbes Incorporated, reporting beneficial ownership. The underlying beneficial owners, MFV Holdings One LLC and ST Holdings One LLC, are direct wholly owned

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subsidiaries of MacAndrews & Forbes Group LLC, which is direct wholly owned subsidiary of MacAndrews and Forbes Incorporated. The ROP Revocable Trust dated 1/9/2018, of which Ronald O. Perelman is the sole trustee and beneficiary, is the sole stockholder of MacAndrews & Forbes Incorporated. Each of MacAndrews & Forbes Incorporated, MacAndrews & Forbes LLC, MFV Holdings One LLC, and ST Holdings One LLC has shared voting and dispositive power over 24,156,358 shares of Common Stock.

(4) | Based on the amended Schedule 13G filed with the SEC on February 1, 2024 by John Latane Lewis, IV reporting beneficial ownership.

(5) | Based on the amended Schedule 13G filed with the SEC on November 8, 2024 by BlackRock, Inc. reporting beneficial ownership.

(6) | Includes 30,912 shares of Common Stock issuable upon exercise of vested options. Also includes 13,359 restricted stock units vesting on June 10, 2025. Excludes 5,725 restricted stock units expected to be settled in cash on June 10, 2025.

(7) | Includes 29,049 shares of Common Stock issuable upon exercise of vested options. Also includes 13,359 restricted stock units vesting on June 10, 2025. Excludes 5,725 restricted stock units expected to be settled in cash on June 10, 2025.

(8) | Includes 25,000 shares of Common Stock issuable upon exercise of vested options.

(9) | Includes 13,359 restricted stock units vesting on June 10, 2025. Excludes 5,725 restricted stock units expected to be settled in cash on June 10, 2025.

(10) | Includes 30,912 shares of Common Stock issuable upon exercise of vested options. Also includes 13,359 restricted stock units vesting on June 10, 2025. Excludes 5,725 restricted stock units expected to be settled in cash on June 10, 2025.

(11) | Includes 30,912 shares of Common Stock issuable upon exercise of vested options. Also includes 13,359 restricted stock units vesting on June 10, 2025. Excludes 5,725 restricted stock units expected to be settled in cash on June 10, 2025.

(12) | Includes 137,275 shares of Common Stock issuable upon exercise of vested options.

(13) | Includes 30,912 shares of Common Stock issuable upon exercise of vested options. Also includes 13,359 restricted stock units vesting on June 10, 2025. Excludes 5,725 restricted stock units expected to be settled in cash on June 10, 2025.

(14) | Includes 39,174 shares of Common Stock issuable upon exercise of vested options.

(15) | Consists of the shares held by the executive officers and directors described in footnotes (6)-(14).

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MANAGEMENT
Executive Officers
The following table sets forth certain information with respect to the current executive officers of SIGA:

Name |  |  | Age |  |  | Position
Diem Nguyen, Ph.D. MBA |  |  | 53 |  |  | Chief Executive Officer and Director
Daniel J. Luckshire |  |  | 54 |  |  | Executive Vice President, Chief Financial Officer and Corporate Secretary
Dennis E. Hruby, Ph.D. |  |  | 73 |  |  | Executive Vice President and Chief Scientific Officer
Larry Miller |  |  | 57 |  |  | General Counsel and Corporate Secretary

Biographical information for each of our current executive officers is set forth below, other than Dr. Nguyen, whose biographical information is set forth under “Director Nominee Information.”
Daniel J. Luckshire has served as Executive Vice President and Chief Financial Officer since February 2011. Prior to joining SIGA, Mr. Luckshire was a strategic advisor and private investor for companies within specialized market segments. Between 1998 and 2008, Mr. Luckshire was an investment banker at Merrill Lynch & Co., where he held various positions of increasing responsibility. Prior to his employment with Merrill Lynch, Mr. Luckshire was a member of the management team that built USI Insurance Services into a national insurance brokerage and was a CPA at PricewaterhouseCoopers LLP. Mr. Luckshire has a Master of Business Administration degree in Finance and Strategic Management from The Wharton School of the University of Pennsylvania and a Bachelor of Science degree from Villanova University.
Dennis E. Hruby, Ph.D. has served as Executive Vice President and Chief Scientific Officer since December 2020. From June 2000 to December 2020, Dr. Hruby served as the Vice President and Chief Scientific Officer. From April 1997 through June 2000, Dr. Hruby was our Vice President of Research. From January 1996 through March 1997, Dr. Hruby served as a senior scientific advisor to SIGA. Dr. Hruby is an Adjunct Courtesy Professor of Microbiology at Oregon State University, and from 1990 to 1993 was Director of the Molecular and Cellular Biology Program and Associate Director of the Center for Gene Research and Biotechnology. Dr. Hruby specializes in virology and cell biology research, and the use of viral and bacterial vectors to produce recombinant vaccines as well as antiviral development. He is a member of the American Society of Virology, the American Society for Microbiology and a fellow of the American Academy of Microbiology. Dr. Hruby received a Ph.D. in microbiology from the University of Colorado Medical Center and a B.S. in microbiology from Oregon State University.
Larry Miller has served as General Counsel since March 2024. From December 2019 to March 2024, Mr. Miller served as General Counsel and Secretary of Phathom Pharmaceuticals, Inc., a publicly traded biopharmaceutical company. From March 2019 to November 2019, he served as General Counsel and Secretary of Cyclerion Therapeutics, Inc., also a publicly traded biopharmaceutical company. From July 2015 through September 2018, Mr. Miller served as General Counsel and Secretary of Blue Buffalo Pet Products, a publicly traded premium pet food company acquired by General Mills in April 2018. From October 2000 to July 2005, and July 2006 to June 2015, he served in roles on increasing responsibility at Pfizer Inc including Chief Counsel of its Established Pharmaceuticals and Consumer Healthcare businesses. Earlier in his career, Mr. Miller served as a law clerk on the United States District Court for the Southern District of New York and the United States Court of Appeals for the First Circuit. Mr. Miller received a bachelor’s degree from Dartmouth College, magna cum laude, and a law degree from Columbia Law School.
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COMPENSATION DISCUSSION AND ANALYSIS
Overview
The Compensation Committee of the Board of Directors is responsible for reviewing and recommending to the Board of Directors the compensation of our “named executive officers,” as such term is defined in Regulation S-K promulgated under the Exchange Act (“Named Executive Officers” or “NEOs”), as well as our other key employees. In this regard, the Compensation Committee has the responsibility to establish a compensation policy for executive officers and key employees designed to (i) attract and retain the best possible executive talent; (ii) tie annual and long-term cash and stock incentives to achievement of corporate and individual performance objectives; (iii) provide competitive compensation to our officers and key employees to align executives’ incentives with the creation of stockholder value, and (iv) serve the short and long-term interests of the Company.
As a general matter, the compensation policy for officers and key employees has historically included a combination of the following:

• | base salary, which is determined on an annual or semi-annual basis,

• | annual or other time-based cash incentive compensation, and

• | long-term incentive compensation often in the form of equity awards.

This section discusses the principles underlying our executive compensation policies, our decisions in 2024 with respect to our Named Executive Officers and the principles that we expect to use in coming years.
Our Named Executive Officers
For 2024, our Named Executive Officers and their titles were:

Name(1) |  |  | Title
Diem Nguyen, Ph.D. MBA |  |  | Chief Executive Officer and Director
Daniel J. Luckshire |  |  | Executive Vice President, Chief Financial Officer and Corporate Secretary
Dennis E. Hruby, Ph.D. |  |  | Executive Vice President and Chief Scientific Officer
Larry Miller(4) |  |  | General Counsel and Corporate Secretary
Phillip L. Gomez, Ph.D.(2) |  |  | Former Chief Executive Officer and Director
Jay K. Varma, M.D.(3) |  |  | Former Executive Vice President and Chief Medical Officer

(1) | Our Named Executive Officers were our only executive officers during 2024.

(2) | Dr. Gomez retired from the Company effective January 26, 2024.

(3) | Dr. Varma was terminated by the Company effective September 23, 2024.

(4) | Mr. Miller was appointed Corporate Secretary on June 11, 2024.

Our Compensation Philosophy and Program Objectives
The Company’s compensation program is designed to attract and retain top executive talent, motivate executives to achieve strategic business objectives, and recognize individual performance and overall business performance, with the goal of aligning executive compensation with stockholder interests. The program considers both short-term performance, based on results from the most recent fiscal year, and long-term performance, which reflects the Company’s achievements and contributions to sustained stockholder value creation. To support these objectives, the Company has developed a comprehensive compensation strategy that links a substantial portion of executive compensation to performance outcomes.
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Our executive compensation program includes the following key elements of compensation:

Compensation Element |  |  | Form of Payment |  |  | Purpose
Base Salary |  |  | Cash (Fixed) |  |  | Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent.
Annual Incentives |  |  | Cash (Variable) |  |  | Reward executives for delivering on annual financial and strategic objectives that contribute to the creation of stockholder value.
Long-Term Incentives |  |  | Equity (Variable) |  |  | Provide incentives for executives to execute on longer-term financial goals that drive the creation of stockholder value and support the Company’s leadership retention objectives.

Our Executive Compensation Decision Process
The Role of the Compensation Committee
Our Compensation Committee reviews and approves the corporate goals and objectives with respect to the compensation for the Company’s executive officers, including the Chief Executive Officer. In its discretion, the Compensation Committee may establish cash or equity incentive programs and otherwise award cash bonuses or equity-based awards 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 discretionary bonuses and equity-based awards at the sole discretion of the Board of Directors. The Board of Directors’ decisions in such matters have been delegated from time to time to the Compensation Committee. In connection with its review of compensation matters for the Company’s executive officers, the Compensation Committee considers a range of factors, including: the executive’s performance and long-term contribution to achieving the Company’s objectives, the Company’s financial performance, economic and business conditions affecting the Company, the financial condition of the Company, information regarding the compensation of similarly situated executives at peer companies, and historical compensation of Company executives. The Compensation Committee makes recommendations to the Board of Directors with respect to the amounts of cash or/and equity-based awards based on factors considered.
The Compensation Committee evaluates, at least once a year, the performance of our executive officers and other key employees in light of goals and objectives established by the Compensation Committee. Based upon these evaluations, the Compensation Committee recommends to the full Board of Directors any adjustment for such personnel, including any change to base salary, incentive cash compensation and equity awards. In its evaluation of the Chief Executive Officer, the Compensation Committee considers 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; and 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. In its evaluation of the Executive Vice President & Chief Financial Officer, the Compensation Committee considers the Company’s financial performance, the Chief Financial Officer’s role in achieving our short-term and long-term financial, strategic and operational goals; the Chief Financial Officer’s contribution to the management of the Company; the Chief Financial Officer’s relationship with stockholders and potential investors; the Chief Financial Officer’s efforts with respect to financial regulatory compliance (including compliance with any applicable listing rules, the securities laws and all related regulations) and the preparation of and compliance with the Company’s budget; and responsiveness in addressing any financial or operational issues as they arise. In its evaluation of the Company’s Executive Vice President & Chief Scientific Officer, the Compensation Committee considers achievement of program objectives within budgetary and timeline requirements; the Chief Scientific Officer’s contribution to key short-term and long-term business and science initiatives; the Chief Scientific Officer’s contribution to scientific, regulatory and clinical responses to emerging trends; relationships with regulators and current and possible future scientific partners; compliance with contract and grant requirements; and management of the Company’s research and development facility located in Corvallis, Oregon. In its evaluation of the General Counsel and Corporate Secretary, the Compensation Committee considers the Company’s compliance with applicable laws and regulations, the General Counsel’s role in mitigating organizational risks and minimizing corporate exposure including leading the development of SIGA’s risk management program; the General Counsel’s role in managing the SIGA intellectual property portfolio and advising the Company on the potential impacts and
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strategies to address potential generic challenges; and leading the assessment of potential proposed transactions, including: advising management and the project team on business risks inherent in the transaction, including intellectual property matters; mitigating risks to the extent possible through agreement negotiations and drafting; and leading the legal structuring and closing of transactions and mitigating transaction risks through negotiation and drafting. For all of our current Executive Officers, the Compensation Committee considers performance in connection with government contracts.
The Role of Executive Officers in Setting Compensation Decisions
Regarding most compensation matters, the Chief Executive Officer has historically provided recommendations to the Compensation Committee relying on their personal experience with respect to evaluating the contribution of our other executive officers. The Compensation Committee considers, but retains the right to reject or modify, such recommendations. Although the Chief Executive Officer may attend a portion of the meetings of the Compensation Committee, neither the Chief Executive Officer nor any other member of management may be present during executive sessions of the Compensation Committee. Moreover, the Chief Executive Officer may not be present when decisions with respect to her compensation are made.
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
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:

- | Industry specialization of potential peer companies,

- | Number of commercial drug products in select geographic markets,

- | Market capitalization of SIGA relative to potential peers,

- | Revenue of SIGA relative to potential peers,

- | Headcount of SIGA relative to potential peers, and

- | Other relevant financial metrics of SIGA relative to peers.

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.
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The group of companies in the current peer group consist of:

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. |  |  |

The Role of Stockholder Advisory Votes on Named Executive Officer Compensation
The Company’s stockholders are provided with an opportunity to cast a non-binding say-on-pay advisory vote on the Company’s executive compensation program every three years and a non-binding say-on-frequency advisory vote on the frequency of the say-on-pay advisory vote every six years. At the Company’s annual meeting held in June 2023, a majority of the votes cast supported our Company’s executive compensation program. A majority of stockholders also voted in favor of the Company’s proposal to continue the practice of submitting named executive officer compensation to a stockholder advisory vote every three years. The Compensation Committee will continue to consider the outcome of our past and future advisory vote proposals when making future compensation decisions for the Named Executive Officers. Based on the voting results from the Company’s annual meeting held in June 2023 on the non-binding say-on-frequency advisory vote (which is consistent with the prior recommendation of the Board of Directors), the Board of Directors has determined that the next say-on-pay advisory vote will be held at the Company’s annual meeting in fiscal year 2026 and the next say-on-frequency advisory vote will be held at the Company’s annual meeting in fiscal year 2029.
OUR 2024 EXECUTIVE COMPENSATION PROGRAM IN DETAIL
Base Salary
The compensation philosophy of the Company is to maintain executive base salary at a competitive level to attract and retain executives and key talent needed to accomplish the Company’s goals. In determining appropriate base salary levels and, to a lesser extent, other compensation elements, the Compensation Committee considers other factors including scope of responsibility, prior experience, past accomplishments, anticipated changes in responsibilities, and historical practices within the Company. Additionally, economic, legal and business conditions affecting the Company are also considered.
Periodic adjustments in base salary may be merit-based with respect to individual performance, tied to the Company’s financial condition, specified in executives’ employment agreements, or based on other competitive factors. The Compensation Committee also considers the effect of any transaction outside of the ordinary course of business that has been consummated during the relevant year and, where appropriate, also considers non-financial performance measures. These include the Company’s competitive position, scientific developments and improvements in relations with employees and stakeholders.
For each of Dr. Nguyen, Mr. Luckshire, Dr. Hruby, Mr. Miller, Dr. Gomez (until his resignation in January 2024), and Dr. Varma (until his discontinuation of employment in September 2024), we paid the annual base salary in 2024 as set forth below and in accordance with such executive’s employment agreement, as adjusted. The base salaries paid to Mr. Luckshire and Dr. Hruby in 2024 represent an increase of approximately 3% over their base salaries in 2023.

Diem Nguyen, Ph.D. |  |  | $900,000
Daniel J. Luckshire |  |  | $730,342
Dennis E. Hruby, Ph.D. |  |  | $726,724
Larry Miller |  |  | $675,000
Phillip Gomez, Ph.D. |  |  | $940,317
Jay K. Varma, M.D. |  |  | $750,000

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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
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:

• | Maximize the value of procurement contract opportunities with the U.S. government.

• | Transition to in-house international sales infrastructure while achieving sales progress in international markets.

• | Achieve substantial regulatory progress for TPOXX, both geographically and with regard to indications.

• | Continue to identify and pursue asset maximization (including capital management) and strategic opportunities for the Company.

• | 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.

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:

|  |  | 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%

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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
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
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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:

|  |  | RSUs
Daniel J. Luckshire |  |  | 48,387
Dennis E. Hruby, Ph.D. |  |  | 64,516

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.

|  |  | 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

(1) | RSUs vest in equal yearly installments on each of the first three anniversaries of the grant date.

(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.

(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.

(4) | Mr. Miller was granted 49,940 shares of fully vested Common Stock.

OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES
Clawback Policy
We have adopted a clawback policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, as required by new SEC rules and Nasdaq Listing Standards implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under our clawback policy, in the event that we are required to prepare an accounting restatement for periods ending on or after October 2, 2023, we will attempt to recover from our current or former executive officers the pre-tax amount of any erroneously awarded incentive compensation. For purposes of the clawback policy, incentive compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any measures determined and presented in accordance with the accounting principles used in preparing our financial statements, and any measures that are derived wholly or in part from such measures including GAAP and non-GAAP financial measures, as well as stock or share price and total shareholder return.
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Common Stock Ownership Requirements
While we have not adopted a formal written policy on common stock ownership requirements, part of our compensation philosophy involves common stock ownership by our executive officers because we believe that it helps align their financial interests with those of our stockholders.
Hedging Policy
Pursuant to the Company’s securities trading policy, directors and officers (as well as all other employees) of the Company are prohibited from engaging in “hedging” transactions, such as prepaid variable forwards, equity swaps, collars and exchange funds unless pre-cleared by the Company’s general counsel, and are also prohibited from short-selling Company securities (i.e., selling Company securities that the officer, other employee or director does not own in the expectation that the price will decline), in a manner which is contrary to the provisions of Section 16(c) of the Exchange Act, regardless of whether Section 16(c) applies to such person.
Insider Trading Policies and Procedures
The Company has adopted insider trading policies and procedures governing the purchase, sale, or other disposition of its securities by its directors, officers and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and exchange listing standards applicable to the Company. The policy prohibits our directors, officers, employees, and certain other covered persons from unlawfully trading in Company securities and related securities while aware of material non-public information about the Company or its securities. Additionally, these individuals are also prohibited from trading securities during various times throughout the year and must receive preclearance from our General Counsel prior to trading. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
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.
Additional Benefits and Perquisites
Our officers and key employees are entitled to participate in the benefit plans which are generally available to all employees, including health, dental, life, and accidental disability. For each of these benefit plans, the Company makes contributions to the premiums paid to the plans. The Company also offers a 401(k) defined contribution plan, but it makes no contribution to the 401(k) plan. In each case, we provide these benefits to our executive officers on the same basis as our other employees.
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
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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.”
Tax and Accounting Considerations
The Compensation Committee takes into account the deductibility of compensation and the accounting treatment of such compensation in determining Named Executive Officer compensation. However, the Compensation Committee retains its discretion to authorize compensation payments notwithstanding such tax or accounting consequences, based on an overall assessment of the applicable circumstances.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee, comprised of independent directors, has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

|  |  | Respectfully submitted by the Compensation Committee,
|  |  | Julian Nemirovsky, Chairperson Gary J. Nabel Holly Phillips

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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:

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 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | —

(1) | Bonuses are shown in the year in which they were accrued and earned.

(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.

(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.

(4) | Dr. Nguyen was paid $450,000 as a signing bonus at the start of her employment.

(5) | Mr. Gomez retired effective January 26, 2024.

(6) | Dr. Varma was terminated by the Company effective September 23, 2024.

(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.

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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. |  |  | — |  |  | — |  |  | — |  |  | — |  |  | —

(1) | Represents 167,707 RSUs and 177,865 PSUs.

(2) | Represents 20,761 RSUs, 20,761 PSUs, and 49,940 shares of Common Stock.

(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.

(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.

Equity Awards
All of the stock disclosed in the Grants of Plan-Based Awards table were issued under the 2010 Plan.
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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:

|  |  | 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. |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | —

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

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Employment Agreements
During 2024, we had employment-related agreements with Dr. Nguyen, Mr. Luckshire, Dr. Hruby, Mr. Miller, Dr. Gomez and Dr. Varma.
Diem Nguyen – Chief Executive Officer
In connection with Dr. Nguyen’s appointment as Chief Executive Officer, the Company and Dr. Nguyen entered into an employment agreement, dated January 19, 2024 (the “Nguyen Agreement”), pursuant to which the Company has agreed to pay Dr. Nguyen an annual base salary of $900,000, subject to automatic increases each calendar year beginning in 2025 generally equal to three percent (3%). Further, for calendar year 2024, the Company has agreed to pay Dr. Nguyen an annual bonus of $450,000 (the “Nguyen 2024 Bonus”). Beginning with calendar year 2025, Dr. Nguyen is eligible to (i) participate in the Company’s annual bonus program with a target bonus opportunity equal to fifty percent (50%) of her then current base salary, subject to the achievement of any applicable performance criteria and goals (the “Target Annual Bonus”) and (ii) receive annual equity awards with a target aggregate grant date value opportunity equal to 300% of her annual base salary, with the actual amount granted to be determined by the Compensation Committee of the Board based on achievement of applicable performance criteria and goals.
In addition, to replace certain compensation opportunities that were forfeited in connection with Dr. Nguyen assuming the Chief Executive Officer role of the Company, the Company has agreed to (i) pay Dr. Nguyen a cash bonus of $450,000 (the “Sign-On Bonus”); provided that Dr. Nguyen will be required to repay the Sign-On Bonus, net of taxes, to the Company if she resigns her employment without good reason or if her employment is terminated by the Company for cause, in each case, prior to January 27, 2025, and (ii) make Dr. Nguyen a grant of Options to purchase shares of Common Stock with a grant date value of $450,000, pursuant to the Company’s 2010 Plan, which will vest 50% on each of the first two anniversaries of the Commencement Date subject to Dr. Nguyen’s continued employment or service with the Company through the applicable vesting date. Additionally, the Company has agreed to grant Dr. Nguyen the following sign-on equity awards pursuant to the 2010 Plan: (i) RSUs with respect to the Common Stock with a grant date value of $900,000, which will vest one-third on each of the first three anniversaries of the Commencement Date; (ii) PSUs with respect to the Company’s common stock with a grant date value equal to $900,000, which will be eligible to 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; and (iii) Options to purchase shares of Common Stock with a grant date value of $900,000, which will vest one-third on each the first three anniversaries of the Commencement Date; in each case, vesting will also be subject to Dr. Nguyen’s continued employment or service with the Company through the applicable vesting date.
Details with respect to our severance obligations to Dr. Nguyen and the applicable post-employment restrictive covenants are set forth below under the heading “Potential Payments upon Termination or Change of Control.”
Daniel J. Luckshire – Executive Vice President & Chief Financial Officer
Pursuant to the amended and restated employment agreement (the “Luckshire Agreement”) that became effective on April 12, 2016 (the effective date of the Plan of Reorganization filed with the Bankruptcy Court for the Southern District of New York in connection with the Company’s then-pending chapter 11 case (as amended the “POR”)), we agreed to pay to Mr. Luckshire an annual base salary of $506,480, subject to an automatic increase of three percent (3%) above the amount of his base salary in effect at the end of the prior calendar year. The automatic increase terminates upon the third (3rd) anniversary of the occurrence of a change of control. The Compensation Committee may increase Mr. Luckshire’s base salary by additional discretionary amounts but any such additional discretionary amounts shall be disregarded when calculating the amount of any automatic increase in Mr. Luckshire’s base salary. Effective January 1, 2018, Mr. Luckshire’s base salary was adjusted to $600,000 pursuant to review and approval by the Compensation Committee.
On October 1, 2024, under an amendment to the Luckshire Agreement (the “Luckshire October Amendment”), the mix of Mr. Luckshire’s incentive compensation opportunities increased the use of long-term incentives and thereby further align his interests with the long-term interests of the Company and its stockholders. Pursuant to the Luckshire October Amendment, Mr. Luckshire will be eligible to: (i) earn a target annual bonus equal to (A) with respect to 2024, 100% of annual base salary, (B) with respect to 2025, 75% of annual base salary and (C) with respect to 2026 and each calendar year thereafter, 50% of annual base salary and (ii) receive grants of equity awards with
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a target aggregate grant date value equal to (A) in 2025, 50% of annual base salary, (B) in 2026, 75% of annual base salary and (C) in 2027 and each calendar year thereafter, 100% of annual base salary. The term of his employment expired at the end of the two (2) year anniversary from when the agreement became effective and automatically renews for additional one (1) year periods unless notice of non-renewal is given; provided, however, that the agreement shall not automatically renew upon the expiration of any subsequent term that ends following the third (3rd) anniversary of the occurrence of a change of control.
Details with respect to our severance obligations to Mr. Luckshire and applicable post-employment restrictive covenants are set forth below under the heading “Potential Payments upon Termination or Change of Control.”
Dennis E. Hruby – Executive Vice President & Chief Scientific Officer
Pursuant to the amended and restated employment agreement (the “Hruby Agreement”) that became effective on April 12, 2016 (the effective date of the POR), we agreed to pay to Dr. Hruby an annual base salary of $562,755, subject to an automatic increase of three percent (3%) above the amount of his base salary in effect at the end of the prior calendar year. The automatic increase terminates upon the third (3rd) anniversary of the occurrence of a change of control. The Compensation Committee may increase Dr. Hruby’s base salary by additional discretionary amounts but any such additional discretionary amounts shall be disregarded when calculating the amount of any automatic increase in Dr. Hruby’s base salary.
On October 1, 2024, under an amendment to the Hruby Agreement (“Hruby October Amendment”), the mix of Dr. Hruby’s incentive compensation opportunities increased the use of long-term incentives and thereby further align his interests with the long-term interests of the Company and its stockholders. Pursuant to the Hruby October Amendment, Dr. Hruby will be eligible to: (i) earn a target annual bonus equal to (A) with respect to 2024, 100% of annual base salary, (B) with respect to 2025, 75% of annual base salary and (C) with respect to 2026 and each calendar year thereafter, 50% of annual base salary and (ii) receive grants of equity awards with a target aggregate grant date value equal to (A) in 2025, 50% of annual base salary, (B) in 2026, 75% of annual base salary and (C) in 2027 and each calendar year thereafter, 100% of annual base salary. The term of his employment expired at the end of the two (2) year anniversary from when the agreement became effective and automatically renews for additional one (1) year periods unless notice of non-renewal is given; provided, however, that the agreement shall not automatically renew upon the expiration of any subsequent term that ends following the third (3rd) anniversary of the occurrence of a change of control.
Details with respect to our severance obligations to Dr. Hruby and the applicable post-employment restrictive covenants are set forth below under the heading “Potential Payments upon Termination or Change of Control.”
Larry Miller – General Counsel & Secretary
In connection with Mr. Miller’s appointment as General Counsel, the Company and Mr. Miller entered into an employment agreement, dated February 26, 2024 (the “Miller Agreement”), pursuant to which the Company has agreed to pay Mr. Miller an annual base salary of $675,000, subject to annual increases at the discretion of the Compensation Committee. Further, for calendar year 2024, the Company agreed to pay Mr. Miller an annual bonus of $337,500 (the “Miller 2024 Bonus”). Beginning with calendar year 2025, Mr. Miller will be eligible to (i) participate in the Company’s annual bonus program with a target bonus opportunity equal to fifty percent (50%) of his then current base salary, subject to the achievement of any applicable performance criteria and goals (“Target Annual Bonus”) and (ii) receive annual equity awards with a target aggregate grant date value opportunity equal to 100% of his annual base salary, with the actual amount granted to be determined by the Compensation Committee of the Board based on achievement of applicable performance criteria and goals.
In addition, to replace certain compensation opportunities that were forfeited in connection with Mr. Miller assuming the General Counsel role of the Company, the Company has agreed to (i) issue Mr. Miller Common Stock with a grant date value of $417,000 (the “Sign-On Award”); and (ii) make Mr. Miller a grant of Options to purchase shares of Common Stock with a grant date value of $417,000, pursuant to the Company’s 2010 Plan, which will vest 50% on each of the first two anniversaries of the Commencement Date subject to Mr. Miller’s continued employment or service with the Company through the applicable vesting date. Additionally, the Company has agreed to grant Mr. Miller the following sign-on equity awards pursuant to the 2010 Plan: (i) RSUs with respect to the Common Stock with a grant date value of $173,361, which will vest one-third on each of the first three anniversaries of the Commencement Date; (ii) PSUs with respect to the Common Stock with a grant date value equal to $173,361, which will be eligible to vest in three equal installments based upon achievement of a sustained stock price (the closing price
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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; and (iii) Options to purchase shares of Common Stock with a grant date value of $173,361, which will vest one-third on each the first three anniversaries of the Commencement Date; in each case, vesting will also be subject to Mr. Miller’s continued employment or service with the Company through the applicable vesting date.
Details with respect to our severance obligations to Mr. Miller and the applicable post-employment restrictive covenants are set forth below under the heading “Potential Payments upon Termination or Change of Control.
Phillip L. Gomez – Former Chief Executive Officer
On January 13, 2023, Dr. Gomez provided notice to the Company of his intent to retire as Chief Executive Officer of the Company in 2023 and to resign from the Board of Directors. As part of Dr. Gomez’s transition, we entered into a transition agreement with Dr. Gomez on January 13, 2023, as amended and restated on July 26, 2023, and subsequently amended on January 1, 2024 (the “Gomez Transition Agreement”), under which Dr. Gomez agreed to serve as Chief Executive Officer of the Company until the earlier of (A) March 31, 2024 or (B) the date a new Chief Executive Officer commenced services with the Company in such role. Under the Gomez Transition Agreement, Dr. Gomez was entitled to receive compensation and benefits in the ordinary course through the date of his termination of employment, including his annual bonus for 2023 and pro-rated annual bonus for 2024. Upon his retirement effective January 26, 2024, Dr. Gomez ceased providing services to the Company and he was not entitled to any severance payments or benefits in connection with such termination of employment.
Jay K. Varma – Former Executive Vice President & Chief Medical Officer
Pursuant to the employment agreement between us and Dr. Varma that became effective on July 26, 2023, we agreed to pay to Dr. Varma an annual base salary of $750,000 for each of the calendar years 2023 and 2024, subject to increase by the Compensation Committee. Under the terms of the employment agreement, we also agreed to pay Dr. Varma a guaranteed annual bonus of $750,000 for calendar years 2023 and 2024, which was pro-rated for calendar year 2023 based on Dr. Varma’s employment start date and was not paid for calendar year 2024 due to the termination of Dr. Varma’s employment in September 2024. Dr. Varma was eligible to participate in any equity program adopted by the Company from time to time, subject to the sole discretion of the Board of Directors. On September 23, 2024, the Board of Directors of the Company terminated Dr. Varma from his position as Executive Vice President and Chief Medical Officer of the Company. Upon his termination, Dr. Varma ceased providing services to the Company and he was not entitled to any severance payments or benefits in connection with such termination of employment.
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 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. |  |  | — |  |  | — |  |  | — |  |  | —

(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
Severance Arrangement for Diem Nguyen
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, 2024:
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|  |  | 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 |  |  | $1,800,000 |  |  | $4,050,000
Value of accelerated stock-based grants(1) |  |  | $1,563,907 |  |  | $2,347,701
Total |  |  | $3,363,907 |  |  | $6,397,701

(1) | The amount consists of the value of unvested RSUs, PSUs, and Options as of December 31, 2024 as well as accrued but unpaid dividends.

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) the Nguyen 2024 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 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 the Nguyen 2024 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.
Severance Arrangement for Daniel J. Luckshire
The following table and footnotes describe and quantify the potential payments to Mr. Luckshire pursuant to the Luckshire Agreement and Luckshire October Amendment upon a qualifying termination of employment effective as of December 31, 2024:

|  |  | 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 |  |  | $730,342 |  |  | $2,921,368
Value of accelerated stock-based grants(1) |  |  | $170,803 |  |  | $170,803
Total |  |  | $901,145 |  |  | $3,092,171

(1) | The amount consists of the value of unvested RSUs as of December 31, 2024 as well as accrued but unpaid dividends.

If Mr. Luckshire’s employment is terminated or the Luckshire Agreement (as amended) is not renewed by the Company without cause (as defined in the Luckshire Agreement) or if Mr. Luckshire terminates his employment for good reason (as defined in the Luckshire Agreement), he will be entitled to the following: (i) the continued payment of his salary for one (1) year and (ii) the Company shall take all such action as is necessary such that all of Mr. Luckshire’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.
If Mr. Luckshire’s employment is terminated or the Luckshire Agreement (as amended) is not renewed by the Company other than for cause or if Mr. Luckshire terminates his employment for good reason, in each case, during
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the Change of Control Period, he will be entitled to the following: (i) a cash amount equal to two (2) times the sum of Mr. Luckshire’s then-current annual base salary and the target annual bonus; (ii) the Company shall take all such action as is necessary such that all of Mr. Luckshire’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.
Severance Arrangement for Dennis E. Hruby
The following table and footnotes describe and quantify the potential payments to Dr. Hruby pursuant to the Hruby Agreement and Hruby October Amendment upon a qualifying termination effective as of December 31, 2024:

|  |  | 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 |  |  | $1,453,448 |  |  | $2,180,172
Value of accelerated stock-based grants(1) |  |  | $227,741 |  |  | $227,741
Total |  |  | $1,681,189 |  |  | $2,407,913

(1) | The amount consists of the value of unvested RSUs as of December 31, 2024 as well as accrued but unpaid dividends.

If Dr. Hruby’s employment is terminated or the Hruby Agreement (as amended) is not renewed by the Company without cause (as defined in the Hruby Agreement) or if Dr. Hruby terminates his employment for good reason (as defined in the Hruby Agreement), he will be entitled to the following: (i) the continued payment of his salary for two (2) years (except in the case of non-renewal, in which event such continued payment will be for one (1) year) and (ii) the Company shall take all such action as is necessary such that all of Dr. Hruby’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.
If Dr. Hruby’s employment is terminated or the Hruby Agreement (as amended) is not renewed by the Company other than for cause or if Dr. Hruby terminates his employment for good reason, in each case, during the Change of Control Period , he will be entitled to the following: (i) the continued payment of his salary for two (2) years; (ii) a pro rata portion of the target annual bonus for the year of termination; and (iii) the Company shall take all such action as is necessary such that all of Dr. Hruby’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.
Severance Arrangement for Larry Miller
The following table and footnotes describe and quantify the potential payments to Mr. Miller pursuant to the Miller Agreement upon a qualifying termination effective as of December 31, 2024:

|  |  | 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 |  |  | $675,000 |  |  | $2,025,000
Value of accelerated stock-based grants(1) |  |  | $124,774 |  |  | $249,547
Total |  |  | $799,774 |  |  | $2,274,547

(1) | The amount consists of the value of unvested RSUs, PSUs, and Options as of December 31, 2024 as well as accrued but unpaid dividends.

If Mr. Miller’s employment is terminated or the Miller Agreement is not renewed by the Company without cause (as defined in the Miller Agreement) or if Mr. Miller terminates his employment for good reason (as defined in the Miller Agreement), he will be entitled to the following: (i) the continued payment of his salary for one (1) year; (ii) the Miller 2024 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
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expiration of the term of such equity award; (iv) any PSUs that are outstanding and unvested as of immediately prior to such qualifying 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 Mr. Miller’s employment with the Company had not terminated and (v) 12 months of COBRA coverage at active employee rates.
If Mr. Miller’s employment is terminated or the Miller Agreement is not renewed by the Company other than for cause or if Mr. Miller terminates his employment for good reason, in each case, during the Change of Control Period, he will be entitled to the following: (i) a cash amount equal to two (2) times the sum of Mr. Miller’s then-current annual base salary and the Miller 2024 Bonus; (ii) the Company shall take all such action as is necessary such that all of Mr. Miller’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.
Restrictive Covenant Provisions
Pursuant to the applicable employment arrangements with Dr. Nguyen, Mr. Luckshire, Dr. Hruby, Mr. Miller, Dr. Gomez, and Dr. Varma, during the respective terms thereof plus an additional twelve (12) months thereafter for Mr. Luckshire, Mr. Miller, Dr. Gomez, and Dr. Varma, an additional eighteen (18) months thereafter for Dr. Nguyen, and an additional twenty-four (24) months thereafter for Dr. Hruby, each executive officer has agreed not to engage in any competitive business with us, induce our employees to terminate their employment or solicit our customers. We have agreed to indemnify each of them under their respective employment arrangements for liabilities incurred because of their employment and to provide each of them with the full protection of any directors’ and officers’ liability insurance policies maintained generally for the benefit of our officers.
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.
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Equity Compensation Plan Information
The following table sets forth certain compensation plan information with respect to both equity compensation plans approved by security holders and equity compensation plans not approved by security holders as of December 31, 2024:

Plan Category |  |  | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, Rights and Restricted Stock Units(1) |  |  | Weighted-average Exercise Price of Outstanding Options, Warrants, Rights and Restricted Stock Units |  |  | Number of Securities Available for Future Issuance under Equity Compensation Plans(1)
Equity compensation plans approved by security holders |  |  | 1,218,757 |  |  | $5.95 |  |  | 2,488,016
Equity compensation plans not approved by security holders |  |  | — |  |  | — |  |  | —
Total |  |  | 1,218,757 |  |  | $5.95 |  |  | 2,488,016

(1) | Consists of the 2010 Plan, as amended from time to time.

As of December 31, 2024, there were no outstanding options, appreciation rights or restricted stock units that had been awarded outside of the Company’s equity compensation plan.
Director Compensation
The compensation structure for non-employee directors is outlined below:

• | An annual retainer of $45,000 for members, with such payments to be made quarterly, in arrears;

• | 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;

• | 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;

• | 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;

• | 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

• | 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.

During the fiscal year ending December 31, 2024, the non-employee directors of SIGA received total compensation as shown in the following table:

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

(1) | Chair of the Nominating and Corporate Governance Committee.

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(2) | Member of the Audit Committee.

(3) | Represents the grant date fair value of the award in accordance with the authoritative accounting literature.

(4) | Mr. Knisely ceased serving as a member of the Board of Directors on March 6, 2025.

(5) | Member of the Nominating and Corporate Governance Committee, and chair of the Audit Committee.

(6) | Member of the Compensation Committee.

(7) | Chair of the Compensation Committee, and member of the Audit Committee.

(8) | Member of the Compensation Committee, and member of the Nominating and Corporate Governance Committee.

(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.

(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.

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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 Table
Year |  |  | Summary Compensation Table Total for PEO1 |  |  | Compensation Actually Paid to PEO2 |  |  | Average Summary Compensation Table Total for Non-PEO Named Executive Officers3 |  |  | 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 Return5 |  |  | Product Sales and Supportive Services Revenues6
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

(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.

(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:

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

a) | The amounts added or deducted in calculating the total equity award adjustments are as follows:

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 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | —

(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.

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(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”.

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

a) | The amounts added or deducted in calculating the total average equity award adjustments are as follows:

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

(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.

(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.

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”)
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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
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
List of Performance Measures
The Company utilizes other important financial measures to consider for compensation actually paid to its NEOs performance as set forth in the table below.

Total Product Sales and Supportive Services Revenues
Operating Income (Pre-Tax)
Total Revenues
International Sales Revenue
Net Income
Diluted Earnings per Share
Relative TSR

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TRANSACTIONS WITH RELATED PERSONS
Review, Approval or Ratification of Transactions with Related Persons
The Company’s policies and procedures for reviewing, approving, and ratifying transactions with related persons are set forth in a written policy.
Under these procedures, management recommends to the Audit Committee related party transactions to be entered into by the Company, including the proposed aggregate value of such transactions, if applicable. After review, the Audit Committee either approves or disapproves such transactions. Management can preliminarily enter into related party transactions that are subject to ratification by the Audit Committee; provided that, if ratification shall not be forthcoming, management shall make all reasonable efforts to cancel or annul such transactions.
In addition, with respect to any related party transaction that includes a compensation component, management will submit the terms of such proposed compensation (or any subsequent material changes to such compensation) to the Compensation Committee for its review. After its review, the Compensation Committee either approves or disapproves the compensation component of the related party transaction and informs management and the Audit Committee of such approval or disapproval.
Transactions with Related Persons
Based on information provided by the directors and the executive officers, the Audit Committee determined that there were no related person transactions to be reported in this proxy statement other than:

• | On May 26, 2017, the Company and M&F entered into a ten-year office lease agreement (the “New HQ Lease”), pursuant to which the Company agreed to lease 3,200 square feet at 27 East 62nd Street, New York, New York. The Company is utilizing premises leased under the New HQ Lease as its corporate headquarters. The Company’s rental obligations consist of a fixed rent of $25,333 per month in the first sixty-three months of the term, subject to a rent abatement for the first six months of the term. From the first day of the sixty-fourth month of the term through the expiration or earlier termination of the lease, the Company’s rental obligations will consist of a fixed rent of $29,333 per month. In addition to the fixed rent, the Company pays a facility fee, in consideration of the landlord making available certain ancillary services, which commenced on the first anniversary of entry into the lease. The facility fee is $4,467 per month as of December 31, 2024, and increases by five percent each year.

• | Evan A. Knisely, who served as a Director from June 2023 until March 2025, owns a boutique government-relations advisory firm that provides services to the Company. In October 2020, the Company entered into a services agreement with the advisory firm, pursuant to which the firm provides the Company with services in connection with government relations activities for a monthly fee of $20,000. This agreement remains ongoing. During the year ended December 31, 2024, the Company incurred expenses of approximately $0.2 million related to services provided by the advisory firm.

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FEES BILLED BY PRICEWATERHOUSECOOPERS LLP
The following table presents fees billed for professional audit services rendered by PricewaterhouseCoopers LLP.

|  |  | Year ended December 31,
|  |  | 2024 |  |  | 2023
Audit Fees |  |  | $839,000 |  |  | $776,000
Audit Related Fees |  |  | — |  |  | —
Tax Fees |  |  | — |  |  | —
All Other Fees |  |  | 2,178 |  |  | 980
Total Fees |  |  | $841,178 |  |  | $776,980

Audit Fees. Consists of fees billed for professional services rendered and expenses incurred for the integrated audit of SIGA’s annual financial statements and of its internal control over financial reporting, reviews of the interim financial statements included in quarterly reports and for services normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements.
Audit Related Fees. Consists of fees billed that are related to the performance of the audit or review of SIGA’s financial statements and are not reported under “Audit Fees.” These services mainly relate to the audit of our federal expenditures. For 2024 and 2023 there were no services provided.
Tax Fees and All Other Fees. Consists of fees billed for products and services other than the services reported above. These products included accounting research software. For 2024 and 2023 there were no services provided.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services, and other services.
SIGA did not make use in fiscal year 2024 of the rule that waives pre-approval requirements for non-audit services in certain cases if the fees for these services constitute less than thresholds approved by the Compensation Committee of the total fees paid to the auditor during the year.
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PROPOSALS TO BE VOTED ON AT THE MEETING
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:

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

* | Determined by the Board of Directors to be independent pursuant to Nasdaq Rule 5605.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has appointed the firm PricewaterhouseCoopers LLP as SIGA’s independent registered public accounting firm to audit the financial statements of SIGA for the fiscal year ending December 31, 2025, and recommends that stockholders vote for ratification of this appointment. PricewaterhouseCoopers LLP has audited SIGA’s financial statements since January 1997. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.
The affirmative vote of a majority in voting power of shares of stock present, in person or represented by proxy, and entitled to vote on such proposal at the Annual Meeting will be required to ratify the selection of PricewaterhouseCoopers LLP. If the stockholders fail to ratify the selection, the Audit Committee will reconsider its selection of auditors. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year, if it determines that such change would be in the best interests of SIGA and its stockholders.
The Board of Directors recommends that the stockholders vote “FOR” the ratification of PricewaterhouseCoopers LLP as SIGA’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
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PROPOSAL 3: Approval of Amendment to our Amended and Restated Certification of Incorporation to Limit the Liability of Certain Officers of the COMPANY
Background
In August 2022, the State of Delaware, which is SIGA’s state of incorporation, enacted legislation that enables Delaware companies to limit the liability of certain officers in limited circumstances. The amended Delaware law permits exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care but does not permit companies to eliminate an officer’s monetary liability for breach of fiduciary duty claims brought by the company itself or for derivative claims brought by stockholders on behalf of the company. The new law also does not allow officers to be exculpated for breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which an officer derived an improper personal benefit.
In light of this change in law, the Board, based on the recommendation of the Nominating and Corporate Governance Committee, has unanimously recommended that the Company’s stockholders vote “FOR” an amendment (the Exculpation Amendment) to the Company’s Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) to add a provision exculpating certain of SIGA’s officers from liability in specific circumstances, as permitted by the General Corporation Law of the State of Delaware (DGCL). Our Certificate of Incorporation already provides for the exculpation of directors and the Exculpation Amendment would extend this protection to certain of SIGA’s officers. A copy of the proposed amendment to our Certificate of Incorporation is included in Appendix A.
Reasons for the Proposed Amendment
The nature of the role of directors and officers often requires them to make decisions on crucial matters. Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges that have the potential to create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability based on hindsight, especially in the current litigious environment and regardless of merit. Our Certificate of Incorporation currently provides for the exculpation of directors but does not include a provision that allows for the exculpation of officers. The Exculpation Amendment would more generally align the protections available to our directors under our governing documents and Delaware law with those available to our officers, enabling our officers to exercise their business judgment in furtherance of the interests of the stockholders without the potential for distraction posed by the risk of personal liability. The Exculpation Amendment would also help to clarify the application of exculpation provisions to individuals serving as both a director and an officer. We believe that our directors and officers will best serve SIGA if they feel protected in carrying out their duties and exercising judgment without fearing litigation for unintended mistakes or being second guessed. Many of our peers have adopted similar exculpation clauses limiting the personal liability of officers in their certificates of incorporation, and we expect this practice to continue. Failure to adopt the proposed amendment could, therefore, impact our ability to recruit and retain exceptional officers. In the absence of such protection, qualified officers might be deterred from serving due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. In particular, in its consideration of the proposed amendment, our Board took into account the narrow class and type of claims for which such officers would be exculpated from liability pursuant to amended Delaware law, the limited number of SIGA officers who would be impacted, and the benefits our Board believes would accrue to SIGA by providing exculpation in accordance with the amended Delaware law, including, without limitation, the ability to attract and retain key officers and the potential to reduce litigation costs associated with frivolous lawsuits.
The Exculpation Amendment would permit exculpation only for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by SIGA itself or for derivative claims brought by stockholders in the name of SIGA, whereas the Company can and does exculpate its directors for these types of claims. Furthermore, the limitation on liability would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. If the proposed amendment is adopted, it will not eliminate or limit the liability of an officer for any act or omission occurring prior to the date on which it becomes effective. Given the narrow class and type of claims for which officers’ liability would be exculpated, the Board believes the Exculpation Amendment would not negatively impact stockholder rights. The Exculpation Amendment may also reduce SIGA’s future insurance needs and costs. The Exculpation Amendment is aimed at striking a balance between stockholders’ interest in accountability and their interest in the Company being able to attract and retain experienced and high-quality
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officers to work on its behalf. Accordingly, taking into account the narrow class and type of claims for which officers’ liability would be exculpated, consistent with the protection in the Certificate of Incorporation currently afforded our directors, and the benefits the Board believes would accrue to SIGA and its stockholders in the form of an enhanced ability to attract and retain talented officers and potentially reduce frivolous and costly litigation, the members of the Board, based on the recommendation of the Nominating and Corporate Governance Committee, adopted a resolution authorizing and declaring it advisable and in the best interests of SIGA to amend the Certificate of Incorporation to limit the scope of officer liability and recommended the submission of this amendment for stockholder approval at the 2025 Annual Meeting.
Timing and Effect of the Proposed Amendment to the Certificate
If the Exculpation Amendment is approved by our stockholders, it will become effective immediately upon its filing with the Secretary of State of the State of Delaware, which we expect will occur promptly after the 2025 Annual Meeting. If the Exculpation Amendment is not approved by our stockholders, our Certificate of Incorporation will remain unchanged. In accordance with the DGCL, our Board may elect to abandon the Exculpation Amendment without further action by the stockholders at any time prior to the effectiveness of its filing with the Secretary of State of the State of Delaware, notwithstanding stockholder approval.
Vote Required
The affirmative vote of the holders of a majority of our outstanding shares of common stock is required to approve this proposal. Abstentions and broker non-votes will have the effect of a vote against this proposal.
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STOCKHOLDER PROPOSALS
Stockholder proposals submitted for inclusion in our proxy materials for the 2026 Annual Meeting of Stockholders must be received at our principal executive offices, 31 East 62nd Street, New York, New York 10065, Attention: Secretary, not later than December 29, 2025, if the proposal is submitted pursuant to Rule 14a-8 under the Exchange Act, or not earlier than February 10, 2026 and not later than March 12, 2026 if the proposal is submitted pursuant to SIGA’s Bylaws. In order to avoid controversy, stockholders should submit proposals by means, including electronic, that permit them to prove the date of delivery. Such proposals must comply with applicable requirements under SIGA’s Bylaws and the Exchange Act.
If a stockholder intends to present a proposal for consideration at the next annual meeting outside of the processes of Rule 14a-8 under the Exchange Act, we must receive notice of such proposal at the address given above by March 12, 2026. If not received by such date, such notice will be considered untimely under Rule 14a-4(c)(1) under the Exchange Act, and our proxies will have discretionary voting authority with respect to such proposal, if presented at the annual meeting. We will not be required to include any such proposal in our proxy materials.
The Exchange Act deadlines described above are calculated by reference to the mailing date of the proxy materials for this year’s Annual Meeting. If the date of next year’s Annual Meeting is more than 30 days earlier or later than the anniversary of this year’s meeting, SIGA will, in a timely manner, inform stockholders of such change and the effect of such change on the deadlines given above by including a notice in a filing with the SEC or by any other means reasonably calculated to inform stockholders.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K TO STOCKHOLDERS
SIGA’s Annual Report to Stockholders for the year ended December 31, 2024 accompanies this proxy statement. SIGA will provide to any stockholder, upon written request and without charge, a copy of its most recent Annual Report on Form 10-K, including the financial statements, as filed with the SEC. All requests for such reports should be directed to the Corporate Secretary, 31 East 62nd Street, New York, New York 10065, telephone number (212) 672-9100. Our Annual Report on Form 10-K and exhibits thereto also are available on our website at www.SIGA.com or at the SEC’s website at www.sec.gov.
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OTHER MATTERS
At the date of this proxy statement, management is not aware that any matters not referred to in this proxy statement would be presented for action at the Annual Meeting. If any other matters should come before the Annual Meeting, the persons named in the accompanying proxy will have discretionary authority to vote all proxies in accordance with their best judgment, unless otherwise restricted by law.
“HOUSEHOLDING” OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for the Notice of Internet Availability or set of proxy materials, including the annual report, notice of annual meeting, proxy statement and proxy card, with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability or set proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. We and some brokers household proxy materials, delivering a single Notice of Internet Availability or proxy materials to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice of Internet Availability or proxy materials, please notify us by sending a written request to SIGA Technologies, Inc., 31 East 62nd Street, New York, New York 10065 or by calling us at (212) 672-9100. You may also notify us to request delivery of a single copy of our Notice of Internet Availability, annual report, notice of annual meeting and/or proxy statement t if you currently share an address with another stockholder and are receiving multiple copies of such materials.

|  |  | BY ORDER OF THE BOARD OF DIRECTORS
|  |  | Larry Miller General Counsel and Secretary
Dated: April 28, 2025 |  |  |

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Appendix A
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SIGA TECHNOLOGIES, INC.
(a Delaware corporation)
SIGA Technologies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
FIRST: The name of the corporation is SIGA Technologies, Inc. The name under which the Corporation was originally incorporated was SIGA Pharmaceuticals, Inc. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 28, 1995.
SECOND: The Board of Directors of the Corporation (the “Board of Directors”), acting in accordance with the provisions of Section 141 and 242 of the DGCL, duly adopted resolutions proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation (as amended, the “Certificate”) of the Corporation:
Article SEVENTH of the Certificate will be amended to read in its entirety as set forth below (with additions shown as highlighted):
No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided, however, that this provision shall not eliminate or limit the liability of a director or officer (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) from any transaction from which the director or officer derived an improper personal benefit
THIRD: Thereafter, pursuant to a resolution of the Board of Directors, the stockholders gave their approval of said amendment at a meeting of stockholders in accordance with the provisions of Section 211 of the DGCL.
FOURTH: That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this day of , 2025.

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