Soligenix, Inc PRE 14A, filed Apr 19, 2024

Soligenix, Inc. (SNGX)

PRE 14A 2024-04-19 For: 2024-05-23

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Added on October 17, 2026

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	MEETING AGENDA
2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD: Virtually at www.virtualshareholermeeting.com/sngx2024 DATE AND TIME: Thursday, May 23, 2024 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, 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 hold an advisory vote on executive compensation;
	4	To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2024;
	5	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
	6	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					4
	Proxy Statement					5
	Proposal 1 – Election of Directors					8
	Director Nominees					9
	Corporate Governance					12
	Code of Ethics					12
	Committees of the Board of Directors					12
	Board Leadership Structure					14
	Director Independence					14
	Environmental, Social and Governance					14
	Diversity Considerations in Identifying Director Nominees					16
	Risk Oversight					16
	Insider Trading Policy					18
	Incentive Compensation Recoupment Policy					18
	Board of Directors Diversity Matrix					19
	Report of the Audit Committee of the Board of Directors					20
	Proposal 2 – Reverse Stock Split Proposal					21
	Proposal 3 – Advisory Vote on Executive Compensation					29
	Proposal 4 – Ratification of Independent Auditors					31
	Proposal 5 – Adjournment Proposal					34
	Security Ownership of Principal Stockholders and Management					35
	Equity Compensation Plan Information					37
	Executive Officers					38
	Executive Compensation					40
	Overview of 2023 Executive Compensation Program					40
	Executive Compensation Review					40
	Summary Compensation					41
	Employment and Severance Agreements					41
	Outstanding Equity Awards at Fiscal Year-End					43
	Pay Versus Performance					44
	Compensation of Directors					46
	Consideration and Determination of Executive and Director Compensation					46
	Compensation Committee Interlocks and Insider Participation in Compensation Decisions					47
	Transactions with Related Persons					47
	Stock Performance Graph					49
	Other Matters					50
	Electronic Delivery of Proxy Materials					52

	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, May 23, 2024, 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/sngx2024. 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 April 30, 2024. Our Annual Report on Form 10-K for the year ended December 31, 2023 (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 and therapeutics for military and civilian applications in the areas of ricin exposure, emerging and antibiotic resistant infectious disease, and viral disease including Ebola, Marburg and COVID-19

	PROPOSAL 1 (see page 8-11)
	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 late-stage 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 21-28)
	To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached to the Proxy Statement as Annex A, to, at the discretion of the Board of Directors, 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 29-30)
	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 4 (see pages 31-33)
	To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2024.						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 5 (see page 34)
	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, including the Reverse Stock Split Proposal.

Age	Tenure	Ethnic/Gender Diversity

Average Age = 69	Average Years Served = 13.4

Name	Age	Position
Christopher J. Schaber, PhD	57	Chairman of the Board, Chief Executive Officer and President
Gregg A. Lapointe, CPA, MBA	65	Director
Diane L. Parks, MBA	71	Director
Robert J. Rubin, MD	78	Director
Jerome B. Zeldis, MD, PhD	74	Director

	Christopher J. Schaber, PhD						Director Since: August 2006
	Age 57			Biography Christopher J. Schaber, PhD has over 34 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 the Alliance for Biosecurity since October 2014, and has been a member of the corporate council of the National Organization for Rare Disorders (“NORD”) since October 2009 and a member of the leadership council of the National Small Business Association since February 2024. 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 $350 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.

	Gregg A. Lapointe, CPA, MBA						Director Since: March 2009
	Age 65			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., and Astria Therapeutics, Inc. as well as other private biopharma companies. Mr. Lapointe has previously served on the board of directors of 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 71			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 biopharma company developing cancer immunotherapy products with a primary focus on genetically engineered autologous T cell therapy with chimeric antigen receptors. From October 2014 to October 2015, Ms. Parks served as Vice President of Global Marketing at Pharmacyclics LLC, a biopharmaceutical company primarily focused on the development of cancer therapies. Prior to Pharmacyclics LLC, Ms. Parks held senior leadership roles as Vice President of Sales for Amgen, Inc., a biopharmaceutical company, representing oncology and nephrology products, and Senior Vice President of Specialty Biotherapeutics and Managed Care at Genentech, Inc., a biotechnology company that discovers, develops, manufactures and commercializes medicines to treat patients with serious or life-threatening medical conditions 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®. Since 2019, she has been a member of the board of directors of several biopharmaceutical companies trading on the Nasdaq including Calliditas Therapeutics AB, Kura Oncology, Inc., CTI BioPharma and Celularity. She also serves on the board of directors for TriSalus Life Sciences, a private biopharmaceutical company. Since September 2020, Ms. Parks has been a member of the board of directors for a non-profit company called Lymphoma Research Foundation, which is devoted exclusively to funding lymphoma research and serving those impacted by blood cancer. Ms. Parks holds a BS from Kansas State University and an MBA 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 78			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 currently serves on the Board of Cerium Pharmaceuticals where he is also the acting Chief Medical Officer since July 2022. Dr. Rubin has served on the Board of BioTelemetry, Inc. (formerly known as CardioNet, Inc.) from 2007 to February 2021. 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 74			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 Corporation 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 (January 1995 to December 2003) and Professor of Clinical Medicine at the Robert Wood Johnson Medical School (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 2023: 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, 2023.

Compensation Committee		Meetings in 2023: 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, 2023

Nominating and Corporate Governance Committee		Meetings in 2023: 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, 2023.

	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		1		4		—		—
Part II: Demographic Background
African American or Black		—		—		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		—		—		—
Hispanic or Latinx		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		1		4		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+		—		—		—		—
Did Not Disclose Demographic Background		—		—		—		—

	2023			2022 *
Audit Fees		$	59,870		—
Audit-Related Fees			—		—
Tax Fees			—		—
All Other			—		—
Total		$	59,870		—

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)		906,892		$	5.73		5,096,447
Equity compensation plans not approved by security holders		—			—		—
Total		906,892		$	5.73		5,096,447

Name	Age	Position
Christopher J. Schaber, PhD(1)	57	Chairman of the Board, Chief Executive Officer and President
Jonathan Guarino, CPA, CGMA	51	Chief Financial Officer, Senior Vice President and Corporate Secretary
Oreola Donini, PhD	52	Chief Scientific Officer and Senior Vice President
Richard Straube, MD	72	Chief Medical Officer and Senior Vice President

	Jonathan Guarino, CPA, CGMA
	Age 51			Biography Jonathan Guarino, CPA, CGMA has been with our company since September 2019 and is currently our Senior Vice President, Chief Financial Officer and Corporate Secretary. Mr. Guarino has had significant experience with both development-stage and commercial companies. From September 2016 to July 2019, he served as Corporate Controller for Hepion Pharmaceuticals, Inc. (formerly ContraVir Pharmaceuticals, Inc.), a New Jersey-based public biotechnology company, where he contributed to the establishment of the financial infrastructure, as well as assisted with capital fund-raising and debt financings. He worked as Controller for Suite K Value Added Services LLC from August 2015 to September 2016 and as a senior manager of technical accounting for Covance, Inc., from June 2014 to May 2015. Prior to these positions, he held accounting and finance positions of increasing importance with several companies, including PricewaterhouseCoopers LLP, BlackRock, Inc. and Barnes & Noble, Inc. Mr. Guarino is a CPA (certified public accountant) and CGMA (chartered global management accountant), who received his BS in Business from Montclair State University.

	Oreola Donini, PhD
	Age 52			Biography Oreola Donini, PhD, has been with our company since August 2013 and is currently our Senior Vice President and Chief Scientific Officer, 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.

	Richard Straube, MD
	Age 72			Biography Richard Straube, MD has been with our company since January 2014 and is currently our Senior Vice President and Chief Medical Officer. Dr. Straube is a board-certified pediatrician with 36 years’ experience in both academia and industry, including clinical research experience in host-response modulation. From 2009 until joining our company, he was Chief Medical Officer of Stealth Peptides Incorporated, a privately-held, clinical stage, biopharmaceutical company. Prior to joining us, Dr. Straube served from 1988 to 1993 in various capacities, including most recently as Senior Director, Infectious Diseases and Immunology, Clinical Research, for Centocor, Inc., a privately-held biopharmaceutical company focused on developing monoclonal antibody- based diagnostics. While at Centocor, Inc., Dr. Straube was responsible for the initial anti-cytokine and anti-endotoxin programs targeted at ameliorating inappropriate host responses to infectious and immunologic challenges. Programs that he managed at Centocor, Inc. include assessments of immunomodulation using monoclonal removal of inciting molecular triggers, removal of internal immune-messengers, augmentation of normal host defenses, and maintenance of normal sub-cellular function in the face of injury. From 1993 to 1995, Dr. Straube was Director of Medical Affairs at T-cell Sciences, Inc., a privately-held biotechnology company. From 1995 to 1997, he was Director of Clinical Investigations of the Pharmaceutical Products Division of Ohmeda Corp., a privately-held biopharmaceutical company. He served from 1998 to 2007 as Executive Vice President of Research and Development and Chief Scientific Officer at INO Therapeutics LLC, a privately-held biotherapeutics company, where he was responsible for the clinical trials and subsequent approval of inhaled nitric oxide for the treatment of persistent pulmonary hypertension of the newborn. From 2007 to 2009, Dr. Straube was the Chief Medical Officer at Critical Biologics Corporation, a privately-held biotechnology company. Dr. Straube received his medical degree and residency training at the University of Chicago, completed a joint adult and pediatrician infectious diseases fellowship at the University of California, San Diego (“UCSD”), and as a Milbank Scholar completed training in clinical trial design at the London School of Hygiene and Tropical Medicine. While on the faculty at the UCSD Medical Center, his research focused on interventional studies for serious viral infections.

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		2023		$	519,476		$	72,727		$	75,482		$	32,800		$	700,484
Christopher J. Schaber(1) CEO & President		2022		$	499,496		$	107,891		$	73,059		$	30,740		$	711,185
Jonathan Guarino(2) CFO & Senior VP		2023		$	245,000		$	31,605		$	45,289		$	32,800		$	354,693
Jonathan Guarino(2) CFO & Senior VP		2022		$	231,132		$	42,436		$	51,042		$	30,740		$	355,350
Oreola Donni(3) CSO & Senior VP		2023		$	300,000		$	37,800		$	45,289		$	4,505		$	387,594
Oreola Donni(3) CSO & Senior VP		2022		$	280,800		$	51,555		$	27,259		$	4,628		$	364,242
Richard C. Straube(4) CMO & Senior		2023		$	189,461		$	22,736		$	37,741		$	—		$	249,938
Richard C. Straube(4) CMO & Senior		2022		$	182,174		$	32,901		$	27,259		$	—		$	242,334

	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		666		—		—		$	225.00		12/04/2024
		933		—		—		$	169.50		12/30/2025
		4,000		—		—		$	30.15		12/06/2027
		4,000		—		—		$	14.55		12/12/2028
		4,000		—		—		$	14.40		01/01/2029
		4,000		—		—		$	18.60		12/11/2029
		4,000		—		—		$	21.75		01/01/2030
		4,000		—		—		$	35.10		12/09/2030
		3,750		250		250		$	19.20		01/03/2031
		3,000		1,000		1,000		$	11.70		12/08/2031
		845		—		—		$	10.35		01/02/2032
		1,905		1,249		1,249		$	10.35		01/02/2032
		4,670		4,663		4,663		$	8.10		12/07/2032
		37,500		112,500		112,500		$	0.67		12/07/2033
Jonathan Guarino		2,666		—		—		$	14.55		09/08/2029
		666		—		—		$	18.60		12/11/2029
		2,666		—		—		$	35.10		12/09/2030
		2,297		1,036		1,036		$	11.70		12/08/2031
		2,670		2,663		2,663		$	8.10		12/07/2032
		22,500		67,500		67,500		$	0.67		12/07/2033
Oreola Donini		200		—		—		$	225.00		12/04/2024
		466		—		—		$	169.50		12/30/2025
		1,333		—		—		$	40.05		03/30/2027
		2,333		—		—		$	30.15		12/06/2027
		2,666		—		—		$	14.55		12/12/2028
		4,000		—		—		$	18.60		12/11/2029
		4,666		—		—		$	35.10		12/09/2030
		3,503		1,163		1,163		$	11.70		12/08/2031
		2,670		2,663		2,663		$	8.10		12/07/2032
		22,500		67,500		67,500		$	0.67		12/07/2033
Richard C. Straube		666		—		—		$	301.50		01/06/2024
		333		—		—		$	225.00		12/04/2024
		466		—		—		$	169.50		12/30/2025
		1,333		—		—		$	40.05		03/30/2027
		2,333		—		—		$	30.15		12/06/2027
		2,666		—		—		$	14.55		12/12/2028
		2,000		—		—		$	18.60		12/11/2029
		2,666		—		—		$	35.10		12/09/2030
		2,003		663		663		$	11.70		12/08/2031
		2,670		2,663		2,663		$	8.10		12/07/2032
		18,750		56,250		56,250		$	0.67		12/07/2033

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)
2023		$	700,484		$	531,395		$	330,742		$	250,775		4		($	7.9)
2022		$	711,177		$	641,818		$	320,639		$	284,419		33		($	13.8)
2021		$	687,409		$	472,695		$	290,766		$	222,644		51		($	12.6)

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
2023		$	700,484		$	75,482		$	77,700		$	(156,006)		$	(15,310)		$	531,395
2022		$	711,177		$	73,051		$	57,933		$	(50,456)		$	(3,785)		$	641,818
2021		$	687,409		$	75,951		$	24,266		$	(143,029)		$	(20,000)		$	472,695
Average Non-PEO NEOs
2023		$	330,742		$	42,773		$	41,445		$	(65,883)		$	(12,755)		$	250,775
2022		$	320,639		$	35,184		$	28,002		$	(27,839)		$	(41,200)		$	284,419
2021		$	290,776		$	18,734		$	15,929		$	(56,440)		$	(8,886)		$	222,644

Name	Fees Earned Paid in Cash(1)			Option Awards(2)			Total
Gregg A. Lapointe		$	55,000		$	22,500		$	77,500
Diane L. Parks		$	47,500		$	22,500		$	70,000
Robert J. Rubin		$	57,500		$	22,500		$	80,000
Jerome B. Zeldis		$	50,000		$	22,500		$	72,500
Timothy Cote(3)		$	6,435		$	21,300		$	27,735