SIGA TECHNOLOGIES INC (SIGA)
Sector: Health Care
2026 Annual Meeting Analysis
SIGA TECHNOLOGIES INC · Meeting: June 9, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2020, meets attendance requirements, no overboarding concerns, and SIGA's 3-year return of +16.8% outperforms the XLV sector ETF by +4.1 percentage points — well within the 50pp threshold required to trigger a withhold vote.
Director since 2022, meets attendance requirements, no overboarding concerns (serves on CME Group board but that is one outside seat), and TSR performance does not trigger a withhold under the applicable threshold.
Director since March 2025, which is within the 24-month new-director exemption window, so the TSR performance trigger does not apply; no other disqualifying factors identified.
Director since 2009, meets attendance requirements, no overboarding concerns, and SIGA's 3-year TSR outperforms the XLV benchmark by +4.1 percentage points — far below the 50pp threshold needed to trigger a withhold vote.
Director since 2021, meets attendance requirements, no overboarding concerns, and SIGA's relative TSR performance does not meet the threshold required to trigger a withhold vote under the policy.
Director since 2020, meets attendance requirements, no overboarding concerns, and SIGA's 3-year TSR relative to the XLV ETF is +4.1 percentage points above the benchmark — well within policy limits.
CEO and director since January 2024, which is within the 24-month new-director exemption window, so the TSR performance trigger does not apply; no other disqualifying factors identified.
Director since 2021, meets attendance requirements, no overboarding concerns, and SIGA's relative TSR does not meet the threshold to trigger a withhold vote under the applicable policy.
All eight director nominees receive a FOR vote. SIGA's 3-year price return of +16.8% outperforms the XLV healthcare sector ETF (the applicable fallback benchmark, as no named peer group is used for TSR purposes) by approximately +4.1 percentage points, which is far below the 50-percentage-point underperformance threshold required to trigger a withhold vote for a company with low-positive absolute returns. Two directors — General Keane and Dr. Nguyen — joined within the past 24 months and are exempt from the TSR trigger entirely. No overboarding, attendance, independence, or other disqualifying issues were identified for any nominee.
Say on Pay
✓ FORCEO
Diem Nguyen, Ph.D.
Total Comp
$3,244,492
Prior Support
90%+%
CEO Diem Nguyen received total compensation of $3,244,492 in 2025, consisting of a $927,000 base salary, a $463,500 cash bonus (equal to her 50% target), and approximately $1,854,000 in equity awards — placing equity at roughly 57% of total pay, which satisfies the policy's requirement that at least 50-60% of senior executive pay be variable or performance-based. The equity mix includes both time-based restricted stock units and performance stock awards tied to specific corporate objectives and stock price hurdles, reflecting meaningful performance conditions. SIGA's 3-year price return of +16.8% modestly outperforms the XLV healthcare ETF by +4.1 percentage points, so above-benchmark variable pay is not misaligned with shareholder experience. The prior say-on-pay vote at the 2023 annual meeting received more than 90% support, indicating strong shareholder satisfaction with the program.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
29 yrs
Audit Fees
$822,000
Non-Audit Fees
$2,178
PricewaterhouseCoopers LLP has audited SIGA since January 1997 — a tenure of approximately 29 years — which exceeds the policy's 25-year threshold that triggers a withhold vote. Non-audit fees are only $2,178 against $822,000 in audit fees (well under 1%), so the fee ratio raises no independence concerns. However, the proxy does not provide a specific and compelling rationale for continuing with the same auditor after nearly three decades, such as a recent lead partner rotation plan or exceptional audit quality evidence, and therefore the tenure trigger is not waived.
Overall Assessment
The 2026 SIGA Technologies annual meeting presents four proposals: a director slate of eight nominees (all receiving FOR votes given adequate TSR performance and no governance red flags), ratification of PricewaterhouseCoopers LLP as auditor (receiving an AGAINST vote solely due to its approximately 29-year tenure exceeding the policy's 25-year threshold), a say-on-pay advisory vote on named executive compensation (receiving a FOR vote given appropriate pay structure and prior high shareholder support), and an equity plan share increase (outside the scope of this policy). The primary governance concern on this ballot is auditor tenure — no other material issues were identified.