SNGX DEF 14A

Soligenix, Inc. (SNGX)

DEF 14A 2026-08-03 For: 2026-09-17

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Added on August 03, 2026

	MEETING AGENDA
2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD: Virtually at www.virtualshareholdermeeting.com/sngx2026 DATE AND TIME: Thursday, September 17, 2026 at 9:00 a.m., Eastern Daylight Time.
	1	To elect five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified;
	2	To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached as Annex A, to, at the discretion of the Board of Directors exercisable for a period of up to one year, effect a reverse stock split with respect to the issued and outstanding common stock at a ratio of 1-for-2 to 1-for-20, with the ratio to be determined at the discretion of the Board of Directors and included in a public announcement (such proposal, the “Reverse Stock Split Proposal”);
	3	To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached as Annex B, to increase the number of authorized shares of our common stock from 75,000,000 to 125,000,000 (“Authorized Shares Proposal”);
	4	To hold an advisory vote on executive compensation;
	5	To hold an advisory vote on the frequency of holding an advisory vote on executive compensation;
	6	To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2026;
	7	To approve an adjournment of the Annual Meeting, in whole or in part as to any particular proposal(s), to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient shares voted to constitute a quorum or votes in favor of a particular proposal for approval (the “Adjournment Proposal”); and
	8	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

	Proxy Guide					1
	About Us					1
	Voting Guide					2
	Director Nominee Highlights					5
	Proxy Statement					6
	Proposal 1 – Election of Directors					9
	Director Nominees					10
	Corporate Governance					13
	Code of Ethics					13
	Committees of the Board of Directors					13
	Board Leadership Structure					15
	Director Independence					15
	Environmental, Social and Governance					15
	Diversity Considerations in Identifying Director Nominees					17
	Risk Oversight					17
	Insider Trading Policy					18
	Incentive Compensation Recoupment Policy					19
	Report of the Audit Committee of the Board of Directors					20
	Proposal 2 – Reverse Stock Split Proposal					21
	Proposal 3 – Authorized Shares Proposal					33
	Proposal 4 – Advisory Vote on Executive Compensation					35
	Proposal 5 – Advisory Vote on Frequency of Advisory Vote on Executive Compensation					37
	Proposal 6 – Ratification of Independent Auditors					39
	Proposal 7 – Adjournment Proposal					41
	Security Ownership of Principal Stockholders and Management					42
	Equity Compensation Plan Information					44
	Executive Officers					45
	Executive Compensation					46
	Overview of 2025 Executive Compensation Program					46
	Executive Compensation Review					46
	Summary Compensation					47
	Employment and Severance Agreements					47
	Outstanding Equity Awards at Fiscal Year-End					50
	Pay Versus Performance					51
	Compensation of Directors					53
	Consideration and Determination of Executive and Director Compensation					53
	Compensation Committee Interlocks and Insider Participation in Compensation Decisions					54
	Transactions with Related Persons					54
	Stock Performance Graph					55
	Other Matters					56
	Electronic Delivery of Proxy Materials					58

	PURPOSE OF THESE MATERIALS:
	This Proxy Statement has been prepared and is distributed by the board of directors (the “Board of Directors”) of Soligenix, Inc. in connection with the solicitation of proxies for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Eastern Daylight Time, on Thursday, September 17, 2026, and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
	ACCESS THE MEETING:
	The Annual Meeting will be held entirely online. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/ sngx2026. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.
	MORE INFORMATION:
	Unless the context indicates otherwise, as used in this Proxy Statement, the terms “we,” “us” “our” and “our Company” refer to Soligenix, Inc.
	This Proxy Statement and the accompanying form of proxy will be distributed to stockholders on or about August 3, 2026. Our Annual Report on Form 10-K for the year ended December 31, 2025 (which does not form a part of the proxy solicitation materials) is being distributed concurrently herewith to stockholders.
	SOLIGENIX, INC. 29 Emmons Drive, Suite B-10 Princeton, New Jersey 08540


	Specialized BioTherapeutics				Public Health Solutions
	segment dedicated to the development of products for orphan diseases and areas of unmet medical need in oncology and inflammation				segment that develops vaccines for military and civilian applications in the areas of ricin exposure, emerging viral disease including Ebola and Marburg

	PROPOSAL 1 (see pages 9-12)
	To elect five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.						OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
	The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.

				BY INTERNET: www.proxyvote.com and follow the instructions (have your proxy card available)
				BY PHONE: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available)
				BY MAIL: If you have received a proxy card, mark your vote, sign your name exactly as it appears on your proxy card, date your card and return it in the envelope provided.

				Soligenix, Inc. is a biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need.
	www.soligenix.com Nasdaq: SNGX

	PROPOSAL 2 (see pages 21-32)
	To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached as Annex A, to, at the discretion of the Board of Directors exercisable for a period of up to one year, effect a reverse stock split with respect to the issued and outstanding common stock at a ratio of 1-for-2 to 1-for-20, with the ratio to be determined at the discretion of the Board of Directors and included in a public announcement.						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this Reverse Stock Split Proposal because the Board believes it is important to maintain the listing of the common stock on The Nasdaq Capital Market.

	PROPOSAL 3 (see pages 33-34)
	To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached as Annex B, which increases the number of authorized shares of our common stock from 75,000,000 to 125,000,000.						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this proposal because it is required to continue to operate our business efficiently. The need to increase the authorized shares is primarily driven by our desire to have sufficient shares available for possible merger and acquisition activities, and other corporate development objectives that may occur over the coming months or years.

	PROPOSAL 4 (see pages 35-36)
	To hold an advisory vote on executive compensation.						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this “Say-on-Pay” advisory proposal because our compensation program attracts top talent commensurate with our peers and reinforces our “Pay for Performance” philosophy.

	PROPOSAL 5 (see pages 37-38)
	To hold an advisory vote on the frequency of holding an advisory vote on executive compensation.						OUR BOARD RECOMMENDS A VOTE FOR ONE YEAR FOR THIS PROPOSAL
	The Board of Directors recommends that you vote for ONE YEAR as the frequency for this “Say-When-on-Pay” advisory proposal because an annual advisory vote allows our stockholders to provide timely feedback on our executive compensation program and enables the Board to be more responsive to stockholder sentiment on this important matter.

	PROPOSAL 6 (see pages 39-40)
	To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2026.						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR the ratification of Cherry Bekaert LLP. We believe Cherry Bekaert has sufficient knowledge and experience to provide our company with a wide range of services that are on par with the best offered in the industry.

	PROPOSAL 7 (see page 41)
	To approve an adjournment of the Annual Meeting, in whole or in part as to any particular proposal(s), to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient shares voted to constitute a quorum or votes in favor of a particular proposal for approval.						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this proposal because the Board of Directors believes that, if the number of shares of common stock cast is insufficient to constitute a quorum or approve any proposal, it is in the best interests of the stockholders to enable the Board of Directors to continue to seek to obtain a sufficient number of additional votes to constitute a quorum or approve the proposals.

Name	Age	Position
Christopher J. Schaber, PhD	59	Chairman of the Board, Chief Executive Officer and President
Gregg A. Lapointe, CPA, MBA	67	Director
Diane L. Parks, MBA	73	Director
Robert J. Rubin, MD	80	Director
Jerome B. Zeldis, MD, PhD	76	Director

Christopher J. Schaber, PhD		Director Since: August 2006

Age 59	Biography Christopher J. Schaber, PhD has over 35 years of experience in the pharmaceutical and biotechnology industry. Dr. Schaber has been our President and Chief Executive Officer and a director since August 2006. He was appointed Chairman of the Board in October 2009. He also has served on the board of directors of the Biotechnology Council of New Jersey (“BioNJ”) since January 2009 and has been a member of the corporate council of the National Organization for Rare Disorders (“NORD”) since October 2009. He also serves on the scientific advisory board for private start-up medical device company, Simphotek, Inc. Prior to joining Soligenix, Dr. Schaber served from 1998 to 2006 as Executive Vice President and Chief Operating Officer of Discovery Laboratories, Inc., where he was responsible for overall pipeline development and key areas of commercial operations, including regulatory affairs, quality control and assurance, manufacturing and distribution, pre-clinical and clinical research, and medical affairs, as well as coordination of commercial launch preparation activities. From 1996 to 1998, Dr. Schaber was a co-founder of Acute Therapeutics, Inc., and served as its Vice President of Regulatory Compliance and Drug Development. From 1994 to 1996, Dr. Schaber was employed by Ohmeda PPD, Inc., as Worldwide Director of Regulatory Affairs and Operations. From 1989 to 1994, Dr. Schaber held a variety of regulatory, development and operations positions with The Liposome Company, Inc., and Elkins-Sinn Inc., a division of Wyeth-Ayerst Laboratories. Dr. Schaber received his BA degree from Western Maryland College, his MS degree in Pharmaceutics from Temple University School of Pharmacy and his PhD degree in Pharmaceutical Sciences from the Union Graduate School. During his career, Dr. Schaber has played a significant role in raising in excess of $400 million through both public offerings and private placements, as well as approximately $100 million in non-dilutive funding awards from state and federal governmental agencies.

	Age			Tenure

	Average Age = 70			Average Years Served = 14.2

Gregg A. Lapointe, CPA, MBA		Director Since: March 2009

Age 67	Biography Gregg A. Lapointe, CPA, MBA has been a director since March 2009. Mr. Lapointe is currently CEO of Cerium Pharmaceuticals, Inc. and serves on the board of directors of Rigel Pharmaceuticals, Inc. Mr. Lapointe has previously served on the board of directors of Astria Therapeutics, Inc., ImmunoCellular Therapeutics Ltd., Raptor Pharmaceuticals, Inc., SciClone Pharmaceuticals, Inc., the Pharmaceuticals Research and Manufacturers of America (PhRMA), Questcor Pharmaceuticals, Inc. and the board of trustees of the Keck Graduate Institute of Applied Life Sciences. He previously served in varying roles for Sigma-Tau Pharmaceuticals, Inc. (now known as Leadiant Biosciences, Inc.), a private biopharmaceutical company, from September 2001 through February 2012, including Chief Operating Officer from November 2003 to April 2008 and Chief Executive Officer from April 2008 to February 2012. From May, 1996 to August 2001, he served as Vice President of Operations and Vice President, Controller of AstenJohnson, Inc. (formerly JWI Inc.). Prior to that, Mr. Lapointe spent several years in the Canadian medical products industry in both distribution and manufacturing. Mr. Lapointe began his career at Price Waterhouse. Mr. Lapointe received his B.A. degree in Commerce from Concordia University in Montreal, Canada, a graduate diploma in Accountancy from McGill University and his M.B.A. degree from Duke University. He is a C.P.A. in the state of Illinois.

Diane L. Parks, MBA		Director Since: July 2019

Age 73	Biography Diane L. Parks, MBA has been a director since July 2019. From February 2016 until July 2018, she served as Head of U.S. Commercial and Senior Vice President of Marketing, Sales & Market Research at Kite Pharma, Inc., a privately-held biopharma company. From October 2014 to October 2015, Ms. Parks served as Vice President of Global Marketing at Pharmacyclics LLC, a privately-held biopharmaceutical company. Prior to Pharmacyclics LLC, Ms. Parks held senior leadership roles as Vice President of Sales for Amgen, Inc., a publicly traded biopharmaceutical company, representing oncology and nephrology products, and Senior Vice President of Specialty Biotherapeutics and Managed Care at Genentech, Inc., a biotechnology company that was acquired by Roche Holding AG in 2009. At Genentech, she led the launches of multiple products as well as commercial development of Lucentis® and Rituxan®. Ms. Parks has been member of the board of directors of Kura Oncology, a publicly traded biopharmaceutical company, since November 2019. Since June 2022, she has also been a member of Celularity, Inc. board of directors. From May 2019 to October 2024 Diane was a member of the board of directors of Calliditas Therapeutics AB, a biopharmaceutical company. From October 2019 to July 2023, Ms. Parks was a member of the board of directors for TriSalus Life Sciences, a biotech company. Ms. Parks holds a Bachelor of Science from Kansas State University and a Master of Business Administration in Marketing from Georgia State University. She has been a commercial leader in the biotech and pharma industry for over 30 years.

Robert J. Rubin, MD		Director Since: October 2009

Age 80	Biography Robert J. Rubin, MD has been a director since October 2009. Dr. Rubin was a clinical professor of medicine at Georgetown University from 1995 until 2012 when he was appointed a Distinguished Professor of Medicine. From 1987 to 2001, he was President of the Lewin Group (purchased by Quintiles Transnational Corp. in 1996), an international health policy and management consulting firm. From 1994 to 1996, Dr. Rubin served as Medical Director of ValueRx, a pharmaceutical benefits company. From 1992 to 1996, Dr. Rubin served as President of Lewin-VHI, a health care consulting company. From 1987 to 1992, he served as President of Lewin-ICF, a health care consulting company. From 1984 to 1987, Dr. Rubin served as a principal of ICF, Inc., a health care consulting company. From 1981 to 1984, Dr. Rubin served as the Assistant Secretary for Planning and Evaluation at the Department of Health and Human Services and as an Assistant Surgeon General in the U.S. Public Health Service. Dr. Rubin has served on the Board of BioTelemetry, Inc. (formerly known as CardioNet, Inc.) from 2007 to February 2021. He is currently on the Board of Cerium Pharmaceuticals where he is also the acting Chief Medical Officer since July 2022. He is a board certified nephrologist and internist. Dr. Rubin received an undergraduate degree in Political Science from Williams College and his medical degree from Cornell University Medical College.

Jerome B. Zeldis, MD, PhD		Director Since: June 2011

Age 76	Biography Jerome B. Zeldis, MD, PhD has been a director since June 2011. In March 2023 Dr. Zeldis retired as Executive Vice President, Research and Development of Neximmune. He was the Chief Medical Officer and President of Clinical Research, Drug Safety and Regulatory of Sorrento Therapeutics, Inc. and Celularity, Inc. Previously, Dr. Zeldis was Chief Executive Officer of Celgene Global Health and Chief Medical Officer of Celgene Corporation, a publicly traded, fully integrated biopharmaceutical company. He was employed by Celgene from 1997 to 2016. From September 1994 to February 1997, Dr. Zeldis worked at Sandoz Research Institute and the Janssen Research Institute in both clinical research and medical development. He has been a board member of several biotechnology companies and is currently on the boards of Metastat, Inc., PTC Therapeutics Inc., BioSig Technologies, Inc., the Castleman’s Disease Organization and Alliqua, Inc. He has previously served on the boards of the NJ Chapter of the Arthritis Foundation and PTC Therapeutics, Inc. Additionally, he has served as Assistant Professor of Medicine at the Harvard Medical School from July 1987 to September 1988, Associate Professor of Medicine at University of California, Davis from September 1988 to September 1994, Clinical Associate Professor of Medicine at Cornell Medical School from January 1995 to December 2003 and Professor of Clinical Medicine at the Robert Wood Johnson Medical School from July 1998 to June 2010. Dr. Zeldis received a BA and an MS from Brown University, and an MD, and a PhD in Molecular Biophysics and Biochemistry from Yale University. Dr. Zeldis trained in Internal Medicine at the UCLA Center for the Health Sciences and in Gastroenterology at the Massachusetts General Hospital and Harvard Medical School.


AUDIT	COMPENSATION	NOMINATING & CORPORATE GOVERNANCE
Gregg A. Lapointe, CPA (Chair) Diane L. Parks, MBA Robert J. Rubin, MD	Robert J. Rubin, MD (Chair) Diane L. Parks, MBA Jerome B. Zeldis, MD, PhD	Jerome B. Zeldis, MD, PhD (Chair) Gregg A. Lapointe, CPA Robert J. Rubin, MD

Audit Committee		Meetings in 2025: 5
Mr. Lapointe (Chair)	Ms. Parks	Dr. Rubin
• The Audit Committee assists our Board of Directors in monitoring the financial reporting process, the internal control structure and the independent registered public accounting firm. • Its primary duties are to serve as an independent and objective party to monitor the financial reporting process and internal control system, to review and appraise the audit effort of the independent registered public accounting firm and to provide an open avenue of communication among the independent registered public accounting firm, financial and senior management, and our Board of Directors. • Our Board of Directors has determined that Mr. Lapointe, Ms. Parks and Dr. Rubin, each of whom is nominated for election as a director, are “independent” directors, within the meaning of applicable listing standards of Nasdaq and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder. • Our Board of Directors has also determined that the members of the Audit Committee are qualified to serve on the committee and have the experience and knowledge to perform the duties required of the committee and that Mr. Lapointe qualifies as an “audit committee financial expert” as that term is defined in the applicable rules and regulations of the Exchange Act and Nasdaq. • The Audit Committee met five times during the fiscal year ended December 31, 2025.

Compensation Committee		Meetings in 2025: 1
Dr. Rubin (Chair)	Ms. Parks	Dr. Zeldis
• The Compensation Committee is responsible for reviewing and approving the executive compensation program, assessing executive performance, setting salary, making grants of annual incentive compensation and approving certain employment agreements. • Our Board of Directors has determined that Dr. Rubin, Ms. Parks and Dr. Zeldis are “independent” directors within the meaning of applicable listing standards of Nasdaq and the Exchange Act and the rules and regulations thereunder. • The Compensation Committee met one time during the fiscal year ended December 31, 2025

Nominating and Corporate Governance Committee		Meetings in 2025: 1
Dr. Zeldis (Chair)	Mr. Lapointe	Dr. Rubin
• The Nominating Committee makes recommendations to the Board of Directors regarding the size and composition of our Board of Directors, establishes procedures for the nomination process, identifies and recommends candidates for election to our Board of Directors. • Our Board of Directors has determined that Dr. Zeldis, Mr. Lapointe and Dr. Rubin, each of whom is nominated for election as a director, are “independent” directors, as such term is defined by the applicable Nasdaq listing standards. • The Nominating Committee met one time during the fiscal year ended December 31, 2025.

	2025			2024
Audit Fees		$	172,175		$	214,463
Audit-Related Fees			—			—
Tax Fees			22,365			—
All Other			—			—
Total		$	194,540		$	214,463

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders(1)		893,355		$	6.15		5,309,912
Equity compensation plans not approved by security holders		—			—		—
Total		893,355		$	6.15		5,309,912

Name	Age	Position
Christopher J. Schaber, PhD(1)	59	Chairman of the Board, Chief Executive Officer and President
Jonathan Guarino, CPA, CGMA	54	Chief Financial Officer, Senior Vice President and Corporate Secretary
Oreola Donini, PhD	54	Chief Scientific Officer and Senior Vice President

	Jonathan Guarino, CPA, CGMA
	Age 54			Biography Jonathan Guarino, CPA, CGMA has been with our company since September 2019 and currently serves as our Senior Vice President, Chief Financial Officer and Corporate Secretary. Mr. Guarino has over 25 years of experience in financial leadership with development-stage and commercial companies. In his role, he oversees the Company’s finance function, capital markets activities, SEC reporting, investor and public communications, information technology, human resources, and corporate governance. From September 2016 to July 2019, Mr. Guarino served as Corporate Controller for Hepion Pharmaceuticals, Inc. (formerly ContraVir Pharmaceuticals, Inc.), a New Jersey-based public biotechnology company, where he led SEC reporting and supported equity and debt financing transactions while strengthening financial infrastructure and internal controls. He previously served as Controller for Suite K Value Added Services LLC from August 2015 to September 2016 and as Senior Manager of Technical Accounting for Covance, Inc. from June 2014 to May 2015. Prior to these roles, he held accounting and finance positions of increasing responsibility at PricewaterhouseCoopers LLP, BlackRock, Inc., and Barnes & Noble, Inc. Mr. Guarino is a Certified Public Accountant and Chartered Global Management Accountant and holds a Bachelor of Science in Business Administration from Montclair State University.

	Oreola Donini, PhD
	Age 54			Biography Oreola Donini, PhD, has been with our company since August 2013 and is currently our Chief Scientific Officer and Senior Vice President, a position she has held since December 2014. Dr. Donini served as our Vice President of Preclinical Research and Development from August 2013 until December 2014. She has more than 20 years experience in drug discovery and preclinical development with start-up biotechnology companies. From 2012 to 2013, Dr. Donini worked with ESSA Pharma Inc. as Vice President Research and Development. From 2004 to 2013, Dr. Donini worked with Inimex Pharmaceuticals Inc. (“Inimex”), lastly as Senior Director of Preclinical R&D from 2007 to 2013. Prior to joining Inimex, she worked with Kinetek Pharmaceuticals Inc., developing therapies for infectious disease, cancer and cancer supportive care. Dr. Donini is a co-inventor and leader of our SGX94 innate defense regulator technology, developed by Inimex and subsequently acquired by us. She was responsible for overseeing the manufacturing and preclinical testing of SGX94, which demonstrated efficacy in combating bacterial infections and mitigating the effects of tissue damage due to trauma, infection, radiation and/or chemotherapy treatment. These preclinical studies resulted in a successful Phase 1 clinical study and clearance of Phase 2 protocols for oral mucositis in head and neck cancer and acute bacterial skin and skin structure infections. While with ESSA Pharma Inc. as the Vice President of Research and Development, Dr. Donini led the preclinical testing of a novel N-terminal domain inhibitor of the androgen receptor for the treatment of prostate cancer. While with Kinetek Pharmaceuticals Inc., her work related to the discovery of novel kinase and phosphatase inhibitors for the treatment of cancer. Dr. Donini received her PhD from Queen’s University in Kinston, Ontario, Canada and completed her post-doctoral work at the University of California, San Francisco. Her research has spanned drug discovery, preclinical development, manufacturing and clinical development in infectious disease, cancer and cancer supportive care.

Type	Component	Objective
Fixed Compensation	Base Salary	• Provide a competitive fixed payment to the executive for service to our Company, set at a level that allows us to attract and retain top talent.
Fixed Compensation	Benefits & Perquisites	• Provide benefits that are competitive and enable us to attract and retain top executive talent.
Performance- Based Compensation	Long-Term Incentive Awards	• Align the compensation of executives with the financial and operational performance of our Company and the value delivered to stockholders over the longer term. • Reward for increases in stock price over the longer term. • Provide strong retention value to executives in the service of our Company over the longer term and keep executives focused on the delivery of financial and operational performance and increases in stockholder value.
Performance- Based Compensation	Annual Cash Incentive Awards	• Align the compensation of executives with the annual financial and operational performance of our Company and its achievement of annual objectives.

Name	Year		Salary			Bonus			Awards			All Other Compensation			Total
Christopher J. Schaber(1) CEO & President		2025		$	559,164		$	203,536		$	290,420		$	36,212		$	1,089,332
Christopher J. Schaber(1) CEO & President		2024		$	540,255		$	108,051		$	148,950		$	35,370		$	832,627
Jonathan Guarino(2) CFO & Senior VP		2025		$	263,718		$	71,046		$	145,210		$	36,212		$	516,186
Jonathan Guarino(2) CFO & Senior VP		2024		$	254,800		$	42,806		$	66,200		$	35,370		$	399,177
Oreola Donini(3) CSO & Senior VP		2025		$	322,920		$	89,505		$	145,210		$	4,344		$	561,979
Oreola Donini(3) CSO & Senior VP		2024		$	312,000		$	49,453		$	66,200		$	4,452		$	432,105
Richard C. Straube(4) CMO & Senior		2025		$	168,962		$	—		$	14,521		$	—		$	183,483
Richard C. Straube(4) CMO & Senior		2024		$	197,039		$	31,921		$	39,720		$	—		$	268,680

	Number of Securities Underlying Unexercised Options (#)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)			Option Expiration Date
Name	Exercisable		Unexercisable				Option Exercise Price ($)			Option Expiration Date
Christopher J. Schaber		250		—		—		$	482.40		12/06/2027
		250		—		—		$	232.80		12/12/2028
		250		—		—		$	230.40		01/01/2029
		250		—		—		$	297.60		12/11/2029
		250		—		—		$	348.00		01/01/2030
		250		—		—		$	561.60		12/09/2030
		250		—		—		$	307.20		01/03/2031
		250		—		—		$	187.20		12/08/2031
		52		—		—		$	165.60		01/02/2032
		197		—		—		$	165.60		01/02/2032
		583		—		—		$	129.60		12/07/2032
		7,032		2,343		2,343		$	10.72		12/07/2033
		22,502		22,498		22,498		$	3.31		12/10/2034
		50,000		150,000		150,000		$	1.63		12/10/2035
Jonathan Guarino		166		—		—		$	232.80		09/08/2029
		41		—		—		$	297.60		12/11/2029
		166		—		—		$	561.60		12/09/2030
		208		—		—		$	187.20		12/08/2031
		333		—		—		$	129.60		12/07/2032
		4,223		1,402		1,402		$	10.72		12/07/2033
		10,000		10,000		10,000		$	3.31		12/10/2034
		25,000		75,000		75,000		$	1.63		12/10/2035
Oreola Donini		83		—		—		$	640.80		03/30/2027
		145		—		—		$	482.40		12/06/2027
		166		—		—		$	232.80		12/12/2028
		250		—		—		$	297.60		12/11/2029
		291		—		—		$	561.60		12/09/2030
		291		—		—		$	187.20		12/08/2031
		333		—		—		$	129.60		12/07/2032
		4,223		1,402		1,402		$	10.72		12/07/2033
		10,000		10,000		10,000		$	3.31		12/10/2034
		25,000		75,000		75,000		$	1.63		12/10/2035
Richard C. Straube(1)		83		—		—		$	640.80		03/30/2027
		145		—		—		$	482.40		12/06/2027
		166		—		—		$	232.80		12/12/2028
		125		—		—		$	297.60		12/11/2029
		166		—		—		$	561.60		12/09/2030
		166		—		—		$	187.20		12/08/2031
		333		—		—		$	129.60		12/07/2032
		3,516		1,171		1,171		$	10.72		12/07/2033
		6,000		6,000		6,000		$	3.31		12/10/2034
		2,500		7500		7,500		$	1.63		12/10/2035

Year	Summary Compensation Table Total for PEO(1) $			Compensation Actually Paid to PEO(2) $			Average Summary Compensation Table Total for Non-PEO NEOs(3) $			Average Compensation Actually Paid to Non-PEO NEOs(2) $			Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) $		Net Income/(Loss) $ (millions)
2025		$	1,089,332		$	1,208,686		$	420,549		$	457,856		1		$	(11.1)
2024		$	832,627		$	697,449		$	366,654		$	301,422		2		$	(8.3)
2023		$	700,484		$	531,395		$	330,742		$	250,775		4		$	(6.1)

PEO	Summary Compensation Total			Less: Grant Date Fair Value of Option Awards Granted during The Fiscal Year(1)			Add: Year-End Fair Value of Outstanding And Unvested Option Awards Granted During the Fiscal Year(2)			Adjust for Change In Fair Value of Outstanding and Unvested Option Awards Granted in Prior Fiscal Years(2)			Adjust for Change in Fair Value of Option Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year(2)			Compensation Actually Paid
2025		$	1,089,332		$	290,420		$	239,017		$	171,384		$	(626)		$	1,208,686
2024		$	832,627		$	148,950		$	103,838		$	(88,607)		$	(1,459)		$	697,449
2023		$	700,484		$	75,482		$	77,709		$	(156,006)		$	(15,310)		$	531,395
Average Non-PEO NEOs
2025		$	420,549		$	101,647		$	83,656		$	55,557		$	(259)		$	457,856
2024		$	366,654		$	57,373		$	39,997		$	(46,400)		$	(1,455)		$	301,422
2023		$	330,742		$	42,773		$	41,445		$	(65,883)		$	(12,755)		$	250,775

Name	Fees Earned Paid in Cash(1)			Option Awards(2)			Total
Gregg A. Lapointe		$	55,000		$	30,000		$	85,000
Diane L. Parks		$	47,500		$	30,000		$	77,500
Robert J. Rubin		$	57,500		$	30,000		$	87,500
Jerome B. Zeldis		$	50,000		$	30,000		$	80,000

Year	Soligenix, Inc.		Nasdaq Composite- Total Returns		NASDAQ Biotechnology Index
2020		100.00		100.00		100.00
2021		51.59		122.18		100.02
2022		35.31		82.43		89.90
2023		3.94		119.22		94.03
2024		0.88		154.48		93.49
2025		0.44		187.17		124.75

				40.4 tons of wood saved; or the equivalent of 242 trees
				258 million BTU’s saved; or the equivalent of 307 residential refrigerators operating for one year
				182,000 pounds of CO2 saved; or the equivalent of 16.5 cars operating for one year
				217,000 gallons of water saved; or the equivalent of 10 swimming pools
				11,900 pounds of solid waste saved
				16.2 pounds of hazardous air pollutants saved