Independent
Tenure on this board
6.0 yrs
8 nominees · 4 ballot items.
Elect eight directors to the Board; Ratify PricewaterhouseCoopers LLP as independent auditors for 2026; Advisory (non-binding) approval of named executive officer compensation (say-on-pay); Approve amendment to the Amended and Restated 2010 Stock Incentive Plan to add 6,500,000 shares (increase to 15,000,000).
Elect eight directors to the Board of Directors to serve until the next annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of PricewaterhouseCoopers LLP as SIGA’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and narrative disclosures in the 2026 Proxy Statement.
This non-binding advisory proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy. Management is seeking this advisory approval to reaffirm alignment between pay outcomes and the Company’s strategic, operational and financial objectives and to obtain stockholder feedback on compensation practices. The Compensation Committee emphasizes a pay-for-performance philosophy, a mix of cash and equity (with increased use of performance-based equity), and specific incentive structures tied to government contracts, TPOXX development, and strategic goals. The vote is advisory and does not alter contractual rights, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions. The filing notes that the prior advisory vote in 2023 received more than 90% support, providing favorable precedent and signaling stockholder alignment. Significant contextual elements include the Company’s use of RSUs and PSUs, target bonus levels (e.g., CEO 50% of salary), and clawback and governance mechanisms intended to strengthen alignment. Management presents this proposal as consistent with market practice and long-term shareholder value creation while emphasizing safeguards like the Compensation Committee’s independent advisor and benchmarking to a peer group. Because it is non-binding, investors should evaluate both the substance of disclosed compensation (realized vs. target pay, performance metrics, change-in-control provisions, severance, and equity mix) and the Company’s responsiveness to prior stockholder feedback when assessing the merits of supporting the proposal.
Approve an amendment to the 2010 Stock Incentive Plan to increase the maximum number of shares available for issuance under the plan by 6,500,000 shares (from 8,500,000 to 15,000,000).
This management proposal requests stockholder approval to increase the share reserve under the 2010 Stock Incentive Plan by 6.5 million shares (raising the total from 8.5 million to 15 million). Management argues the increase is necessary to sustain its equity compensation program after a strategic shift beginning in 2024 toward greater use of equity—particularly performance-based awards—to attract, retain and align employees and directors with long-term shareholder value. The filing quantifies remaining capacity (570,283 shares as of the record date), three-year burn rates, and projected overhang, and notes that approval would raise available shares to 7,070,283 after accounting for prior awards. The Board emphasizes governance safeguards in the Plan—individual annual grant limits, anti-dilution adjustments, recycling of forfeited/returned shares, and the absence of “liberal” single-trigger change-in-control acceleration—to mitigate dilution risk. The amendment would also extend the term for grants tied to these newly authorized shares (ten-year term tied to the amendment adoption), and the Company highlights that denying approval could force it to increase cash compensation or otherwise alter its compensation approach, which management contends would be less desirable for cash management and alignment. Investors should weigh the dilution implicit in adding 6.5 million shares (the filing reports fully diluted overhang metrics and peer comparisons) against the potential benefits of using equity to incentivize performance and retain talent, as well as the Plan’s structural protections. Given the Company’s relatively low historical burn rate versus its peer group and the Board’s stated desire to shift more variable pay to equity, the recommendation to approve trades off modest potential dilution today for continued ability to grant performance-aligned long-term incentives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 3.53% | 2,531,213 | $14M |
| 2 | AltraVue Capital, LLC | 2.68% | 1,919,985 | $10M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.39% | 1,714,380 | $9M |
| 4 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.13% | 1,525,960 | $8M |
| 5 | BlackRock, Inc. | 2.03% | 1,454,548 | $8M |
| 6 | AMERICAN CENTURY COMPANIES INC | 1.84% | 1,317,784 | $7M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 1.70% | 1,216,906 | $7M |
| 8 | BlackRock, Inc. | 1.69% | 1,210,119 | $6M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.63% | 1,170,095 | $6M |
| 10 | STATE STREET CORP | 1.41% | 1,011,938 | $5M |
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