SNGX Soligenix Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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:

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Preliminary Proxy Statement.

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement.

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Definitive Additional Materials.

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Soliciting Material Pursuant to §240.14a-12

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SOLIGENIX, INC.

(Name of Registrant as Specified in Its Charter)

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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August 7, 2023​

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“We remain committed to the long-term interests of our stockholders as we advance our late-stage rare disease pipeline, while also continuing to evaluate all potential strategic options to increase value, including, but not limited to, in-licensing, partnership and merger and acquisition opportunities.”

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The Annual Meeting will be held entirely online. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/sngx2023. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials.

Admittance to the virtual meeting will be limited to stockholders. The Board of Directors has fixed the close of business on July 24, 2023 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the meeting. A list of stockholders eligible to vote at the meeting will be available for inspection for a period of 10 days prior to the meeting, during regular business hours, at our corporate headquarters at the address set forth above. If you want to inspect the stockholder list prior to the meeting, please call our Corporate Secretary at (609) 538-8200 to schedule an appointment. In addition, the list of stockholders also will be available during the Annual Meeting through the meeting website for stockholders who choose to attend.

You will need to have your 16-Digit Control Number included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials to join the Annual Meeting.

By Order of the Board of Directors,

Christopher J. Schaber, PhD
President and Chief Executive Officer

Princeton, New Jersey
August 7, 2023

This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

 

On February 9, 2023, we completed a reverse stock split of our issued and outstanding shares of Common Stock at a ratio of one-for-fifteen, whereby, every fifteen shares of our issued and outstanding Common Stock was converted automatically into one issued and outstanding share of Common Stock without any change in the par value per share. No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole number. Our Common Stock began trading on The NASDAQ Capital Market on a reverse split basis at the market opening on February 10, 2023. All share and per share data included herein have been restated to reflect this reverse stock split.

 

​	Proxy Guide	​	​	​	​	1	​	​
​	About Us	​	​	​	​	1	​	​
​	Voting Guide	​	​	​	​	2	​	​
​	Director Nominee Highlights	​	​	​	​	3	​	​
​	Proxy Statement	​	​	​	​	4	​	​
​	Proposal 1  – Election of Directors	​	​	​	​	6	​	​
​	Director Nominees	​	​	​	​	7	​	​
​	Board Leadership Structure	​	​	​	​	9	​	​
​	Director Independence	​	​	​	​	9	​	​
​	Corporate Governance	​	​	​	​	10	​	​
​	Code of Ethics	​	​	​	​	10	​	​
​	Committees of the Board of Directors	​	​	​	​	10	​	​
​	Environmental, Social and Governance	​	​	​	​	12	​	​
​	Diversity Considerations in Identifying Director Nominees	​	​	​	​	13	​	​
​	Board of Directors Diversity Matrix	​	​	​	​	14	​	​
​	Report of the Audit Committee of the Board of Directors	​	​	​	​	15	​	​
​	Risk Oversight	​	​	​	​	16	​	​
​	Proposal 2  – Advisory Vote on Executive Compensation	​	​	​	​	17	​	​
​	Proposal 3  – Ratification of Independent Auditors	​	​	​	​	18	​	​
​	Security Ownership of Principle Stockholders and Management	​	​	​	​	20	​	​
​	Equity Compensation Plan Information	​	​	​	​	22	​	​
​	Executive Officers	​	​	​	​	23	​	​
​	Executive Compensation	​	​	​	​	25	​	​
​	Overview of 2022 Executive Compensation Program	​	​	​	​	25	​	​
​	Executive Compensation Review	​	​	​	​	25	​	​
​	Summary Compensation	​	​	​	​	26	​	​
​	Employment and Severance Agreements	​	​	​	​	26	​	​
​	Outstanding Equity Awards at Fiscal Year-End	​	​	​	​	28	​	​
​	Pay Versus Performance	​	​	​	​	29	​	​
​	Compensation of Directors	​	​	​	​	31	​	​
​	Consideration and Determination of Executive and Director Compensation	​	​	​	​	31	​	​
​	Compensation Committee Interlocks and Insider Participation in Compensation Decisions	​	​	​	​	32	​	​
​	Transactions with Related Persons	​	​	​	​	32	​	​
​	Stock Performance Graph	​	​	​	​	33	​	​
​	Other Matters	​	​	​	​	34	​	​
​	Electronic Delivery of Proxy Materials	​	​	​	​	​	​	​

​	PURPOSE OF THESE MATERIALS:​	​
​	This Proxy Statement has been prepared and is distributed and made available 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 21, 2023, 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/ sngx2023. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability, 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, and will be made available for viewing, downloading and printing by stockholders at www.proxyvote.com, on or about August 7, 2023. Our Annual Report on Form 10-K for the year ended December 31, 2022 (which does not form a part of the proxy solicitation materials) is being distributed and made available concurrently herewith to stockholders.	​
​	SOLIGENIX, INC.​	​
​	29 Emmons Drive, Suite B-10 Princeton, New Jersey 08540	​

TWO AREAS OF FOCUS:

DEVELOPMENT PIPELINE – RARE DISEASES

 

Even if you to participate in the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting. You may vote your shares via the Internet, telephone or mail as more fully described below:

 

 

 

 

SOLIGENIX, INC.
29 Emmons Drive, Suite B-10
Princeton, New Jersey 08540

Annual Meeting of Stockholders
Thursday, September 21, 2023

This Proxy Statement has been prepared and is distributed and made available 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 21, 2023, and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/ sngx2023 and entering the 16-digit control number included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials. 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, and will be made available for viewing, downloading and printing by stockholders at www.proxyvote.com, on or about August 7, 2023. Our Annual Report on Form 10-K for the year ended December 31, 2022 (which does not form a part of the proxy solicitation materials) is being distributed and made available concurrently herewith to stockholders.

VOTING SECURITIES

Each holder of record of our common stock, par value $0.001 per share (“Common Stock”), at the close of business on July 24, 2023 will be entitled to one vote for each share of Common Stock owned on that date as to each matter presented at the Annual Meeting. On July 24, 2023, 9,841,854 shares of Common Stock were outstanding.

VOTING YOUR SHARES

The Annual Meeting will be held entirely online. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/sngx2023. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to participate in the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting. You may vote your shares via the Internet, telephone or mail as more fully described below:

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By Internet: Go to www.proxyvote.com and follow the instructions (have your proxy card available);

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By Telephone: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available); and

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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.

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PROXIES

You cannot vote your shares at the meeting unless you vote electronically or are represented by proxy. All properly executed and unrevoked proxies that are received in time for the meeting will be voted at the meeting or any adjournment or postponement thereof in accordance with instructions thereon, or if no instructions are given, will be voted as follows:

 

 

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“FOR ALL” in the election of all of the named nominees as directors;

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“FOR” the approval, on an advisory basis, of the compensation of our executive officers;

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“FOR” the ratification of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023; and

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In accordance with the judgment of the persons appointed as proxies with respect to other matters which properly come before the Annual Meeting.

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Stockholders of record may revoke their proxy at any time before the electronic polls close by submitting a later-dated vote online during the Annual Meeting, via the Internet, by telephone, or by mail, or by delivering written instructions to our Corporate Secretary before the Annual Meeting commences. Beneficial stockholders may revoke any prior voting instructions by contacting the broker, bank, or other nominee that holds their shares or by voting online during the meeting.

REQUIRED VOTE

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The affirmative vote of the holders of a plurality of the shares of Common Stock represented at the Annual Meeting in person or by proxy is required for each nominee to be elected as a director in the election of directors.

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The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the meeting is required to approve, on an advisory basis, the compensation of our executive officers.

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The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the meeting is required for the ratification of the appointment of EisnerAmper LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023.

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Proposal 1 (the election of five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified); and Proposal 2 (the advisory vote on executive compensation) are considered “non-routine” matters. Proposal 3 (the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023) is considered a “routine” matter. Banks, brokers, or other nominees (“Brokers”) who hold shares on behalf of beneficial stockholders have discretion to vote such shares with respect to “routine” matters without receiving voting instructions from the beneficial holders of the shares. However, Brokers who hold shares on behalf of beneficial stockholders do not have discretion to vote such shares with respect to “non-routine” matters if they do not receive voting instructions from the beneficial holders of the shares. If no instruction is given to Brokers with respect to “non-routine” matters, a “broker non-vote” is recorded for each such uninstructed share.

Stockholders are not allowed to cumulate their votes in the election of directors. In voting for Proposal 1 (the election of five directors), abstentions and broker non-votes will be disregarded and not treated as votes cast and, therefore, will not affect the outcome of the election. Abstentions will have the same effect as votes against (1) Proposal 2 (the advisory vote on executive compensation); and (4) Proposal 3 (the ratification of the appointment of EisnerAmper LLP). Broker non-votes will not be counted as votes against (A) Proposal 2 (the advisory vote on executive compensation); and (B) Proposal 3 (the ratification of the appointment of EisnerAmper LLP), or as shares present or represented at the meeting for these proposals. As Proposal 3 (the ratification of the appointment of EisnerAmper LLP) will be considered a “routine” matter, we do not expect that any “broker-non-votes” will be recorded for such Proposal.

QUORUM

The required quorum for the transaction of business at the Annual Meeting is a majority of the voting power of shares of Common Stock issued and outstanding on the record date. Shares represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at the meeting.

Stockholders will not have any appraisal rights in connection with any of the proposals to be voted on at the Annual Meeting.

 

Upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board of Directors has nominated Christopher J. Schaber, PhD, Gregg A. Lapointe, CPA. MBA, Diane L. Parks, MBA, Robert J. Rubin, MD, and Jerome B. Zeldis, MD, PhD for election to the Board of Directors. Each nominee has consented to being named a nominee in this Proxy Statement and has agreed to serve as a director if elected at the Annual Meeting.

Unless otherwise directed, the persons appointed in the form of proxy intend to vote at the Annual Meeting “FOR ALL” in the election of directors, which would be a vote for the election of each of Dr. Schaber, Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis as a director to serve until our next Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified. If any nominee is unable to be a candidate when the election takes place, the shares represented by valid proxies will be voted in favor of such substitute nominee as the Board of Directors recommends or to allow the vacancy to remain open until filled by the Board of Directors, as determined by the Board of Directors. The Board of Directors does not currently anticipate that any nominee will be unable to be a candidate for election. Each director elected to the Board of Directors will serve until the next Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified, unless he or she dies, resigns or is removed from office prior to that time.

The table below contains information regarding the current members of the Board of Directors. The ages of individuals are provided as of July 24, 2023:

 

 

 

 

 

Our Board of Directors believes that Dr. Schaber’s service as both the Chairman of our Board of Directors and our Chief Executive Officer is in the best interest of our Company and our stockholders. Dr. Schaber possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing our Company and our business and, therefore, is best positioned to develop agendas that ensure that the Board of Directors’ time and attention are focused on the most important matters. His combined role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees, and collaborative partners.

Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis, each of whom is nominated for election as a director, are independent and the Board of Directors believes that the independent directors provide effective oversight of management. Moreover, in addition to feedback provided during the course of meetings of the Board of Directors, the independent directors hold executive sessions. Following an executive session of independent directors, the independent directors’ report back to the full Board of Directors regarding any specific feedback or issues, provide the Chairman with input regarding agenda items for Board of Directors and Committee meetings, and coordinate with the Chairman regarding information to be provided to the independent directors in performing their duties. The Board of Directors believes that this approach appropriately and effectively complements the combined Chairman/Chief Executive Officer structure.

Although we believe that the combination of the Chairman and Chief Executive Officer roles is appropriate under the current circumstances, our corporate governance guidelines do not establish this approach as a policy, and the Board of Directors may determine that it is more appropriate to separate the roles in the future.

The Board of Directors has determined that Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis, each of whom is nominated for election as a director, are “independent” as such term is defined by the applicable listing standards of The NASDAQ Stock Market LLC (“Nasdaq”). Our Board of Directors based this determination primarily on a review of the responses of the Directors to questionnaires regarding their employment, affiliations and family and other relationships.

 

Pursuant to our Certificate of Incorporation and Bylaws, our business and affairs are managed under the direction of the Board of Directors. Members of the Board of Directors are kept informed of our business through discussions with senior management, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.

The Board of Directors held four meetings in 2022, and each current director who served as a director during 2022, attended at least 75% of the aggregate number of meetings of the Board of Directors held during 2022 and of all committees of the Board of Directors on which he or she served during 2022.

We typically schedule a meeting of the Board of Directors in conjunction with our Annual Meeting and expect that all directors will attend, absent a valid reason, such as a scheduled conflict. Last year, all of the individuals then serving as directors attended the 2022 Annual Meeting.

We have adopted a code of ethics that applies to all our executive officers and senior financial officers (including our chief executive officer, chief financial officer, chief accounting officer and any person performing similar functions). A copy of our code of ethics is publicly available on our website at www.soligenix.com under the “Investors — Corporate Governance” section. If we make any substantive amendments to our code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our chief executive officer, chief financial officer or chief accounting officer, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K.

Our Board of Directors has the following three committees: (1) Compensation, (2) Audit and (3) Nominating and Corporate Governance. Our Board of Directors has adopted a written charter for each of these committees, which are available on our website at www.soligenix.com under the “Investors — Corporate Governance” section.

 

In considering candidates for the Board of Directors, the Nominating Committee considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a nominee. However, the Nominating Committee believes that all members of the Board of Directors should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board of Directors matters, and no conflict of interest that would interfere with performance as a director. In the case of current directors being considered

 

 

for nomination, the Nominating Committee also takes into account the director’s history of attendance at meetings of the Board of Directors or its committees, the director’s tenure as a member of the Board of Directors, and the director’s preparation for and participation in such meetings.

Stockholders who wish to suggest qualified candidates should write to the Office of the Secretary, Soligenix, Inc., 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540, specifying the name of the candidates and stating in detail the qualifications of such persons for consideration by the Nominating Committee. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation. Stockholders who wish to nominate a candidate for election at an Annual Meeting of Stockholders must otherwise comply with our Bylaws regarding stockholder proposals and nominations. See “Deadline for Stockholder Proposals” contained herein.

We are committed to developing and commercializing novel products to treat rare diseases where there is an unmet medical need, including orphan diseases and areas of unmet medical need in oncology and inflammation as well as development of vaccines and therapeutics in the areas of ricin exposure, emerging and antibiotic resistant infectious disease, and viral disease including Ebola, Marburg and COVID-19.

The Nominating Committee, consisting of Dr. Zeldis, Mr. Lapointe and Dr. Rubin, provides oversight of our philosophies and policies relating to ESG topics and operational controls of environmental, health and safety, and social risks, and is committed to supporting our efforts to operate as a sound corporate citizen. We believe that an integrated approach to business strategy, corporate governance and corporate citizenship creates long-term value. The following summary highlights certain of our policies and initiatives in these areas.

We are committed to operating with integrity, contributing to the local communities, promoting diversity and inclusion, developing our employees and being thoughtful stewards of natural resources. We are also focused on the security of our data and safeguarding our supplier’s and clients’ privacy.

ESG HIGHLIGHTS

Healthy and Safe Work Environment

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Commitment to comply with all applicable health and safety laws, regulations and other requirements to which we subscribe.

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Integration of health and safety considerations into business decisions to ensure health and safety of our employees and the community.

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Equal employment opportunity hiring practices, policies and management of employees.

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Anti-harassment policy that prohibits hostility or aversion towards individuals in protected categories, and prohibits sexual harassment in any form, and details how to report and respond to harassment issues and strictly prohibits retaliation against any employee for reporting harassment.

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Since January 1, 2021, we have not been a party to any suits, investigations, inquiries or other proceedings relating to occupational safety and health, nor have any such proceedings been overtly threatened.

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During 2021 and 2022, we had no work-related fatalities or occupational diseases and no workplace injuries.

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Diversity and Inclusion

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Committed to fostering and promoting an inclusive and globally diverse work environment. Of our total employee base, 50.0% identify as female, one of which is an officer of the Company, 21.4% identify as underrepresented minorities and 7.1% identify as LGBTQ+, under the definitions of Nasdaq’s diversity rules.

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Formal policy that forbids discrimination based on protected classifications.

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One director identifying as female under Nasdaq’s diversity rules, representing 25.0% of the non-executive members of the Board.

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Prevention of Human Trafficking and Forced and Child Labor

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Prohibition on employment of anyone under the age of 16 in any position, and workers under the age of 18 for hazardous work, overtime, or night shift work.

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Wage and Hour Standards

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Working hours not to exceed the maximum set by local law.

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Commitment to comply with applicable wage laws, including those related to minimum wages, overtime hours, and legally mandated benefits.

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Privacy and Data Security

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Maintaining privacy policies, management oversight, and accountability structures to protect privacy and personal data.

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Business Conduct and Ethics Codes

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A strong corporate culture that promotes the highest standards of ethics and compliance for our business; the majority of our directors have an extensive background and experience in risk management.

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Code of Business Conduct and Ethics sets forth principles to guide employee and director conduct.

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Environment

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Commitment to environmental protection and conservation of natural resources through innovative processes and continuous improvement methodologies.

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Commitment to continue to invest in energy conservation, work to reduce our environmental footprint, and adhere to environmental laws, regulations, policies and goals.

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Governance

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Strong focus on corporate governance since inception, striving for best practices in corporate governance.

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Stakeholder Involvement

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Commitment to receive feedback from such stakeholders to help improve ESG-related policies, the implementation thereof and our performance thereunder.

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Anti-Bribery and Corruption Policies

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Policies prohibiting improper or unauthorized expenditures (including commercial and public bribery) and other improper payment schemes.

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Mechanism for confidential reporting of any suspected violations.

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As reflected above, we have adopted a number of practices and policies that highlight our commitment to social and environmental responsibility and that seek to promote sustainability and health and well-being in the operation of our business. These practices are designed to position us as a supplier of choice to our prospective customers, an employer of choice to our existing and prospective employees, and a neighbor of choice in our communities. We are committed to the ethical and environmentally responsible operation of our business and have undertaken a number of initiatives to reduce our environmental impact and to ensure a healthy and safe workplace.

DIVERSITY CONSIDERATIONS IN IDENTIFYING DIRECTOR NOMINEES

We do not have a formal diversity policy or set of guidelines in selecting and appointing directors that comprise our Board of Directors. However, when making recommendations to our Board of Directors regarding the size and composition of our Board of Directors, our Nominating Committee does consider each individual director’s qualifications, skills, business experience and capacity to serve as a director and the diversity of these attributes for the Board of Directors as a whole.

 

 

Board Diversity Matrix (As of July 24, 2023)

 

The Audit Committee submits the following report for the year ended December 31, 2022:

The Audit Committee has reviewed and discussed with both management and the independent registered public accounting firm the audited consolidated financial statements as of and for the year ended December 31, 2022. The Audit Committee’s review included discussion with the auditors of the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board.

The Audit Committee has received the written disclosures and the letter from the independent auditors required by Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with the independent auditors matters relating to the auditors’ independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements referred to above be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the United States Securities and Exchange Commission (the “SEC”).

Submitted by the Audit Committee,

/s/ Gregg A. Lapointe (Committee Chair)

/s/ Diane L. Parks

/s/ Robert J. Rubin

(1)

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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The Board of Directors has an active role, as a whole and also at the committee level, in overseeing management of our risks. The Board of Directors regularly reviews information regarding our strategy, finances and operations, as well as the risks associated with each. The Audit Committee is responsible for oversight of our risks relating to accounting matters, financial reporting, internal controls and legal and regulatory compliance. The Audit Committee undertakes, at least annually, a review to evaluate these risks. The members then meet with management responsible for such area, including our Chief Financial Officer, and report to the Audit Committee on any matters identified during such discussions with management. In addition, the Compensation Committee considers risks related to the attraction and retention of talent as well as risks relating to the design of compensation programs and arrangements. In addition, the Nominating Committee manages risks associated with the independence of the Board of Directors. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks. The full Board of Directors considers strategic risks and opportunities and regularly receives detailed reports from the committees regarding risk oversight in their respective areas of responsibility.

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires companies that are subject to the SEC’s proxy rules and regulations to hold a stockholder vote to approve, on an advisory (non-binding) basis, the compensation of their named executive officers as disclosed in their proxy statements in accordance with the SEC’s rules.

As described under the heading “Executive Compensation,” our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our executive officers are rewarded for the achievement of annual, long-term and strategic goals, and corporate goals. Please read the “Executive Compensation” section beginning on page 25 for additional details about our executive compensation programs, including information about the fiscal year 2022 compensation of our Chief Executive Officer and each of the three other most highly compensated executive officers during 2022 who were serving as executive officers at the end of such year (collectively, the “Named Executive Officers”).

The Compensation Committee continually reviews the compensation programs for our Named Executive Officers to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. The Compensation Committee believes the Company’s executive compensation programs have been effective at incentivizing the achievement of financial performance and returns to stockholders.

We are asking our stockholders to indicate their support for our Named Executive Officers’ compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the 2023 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2022 Summary Compensation Table and the other related tables and disclosure.”

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the Named Executive Officers’ compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. In addition to the advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation and corporate governance issues.

At the 2022 Annual Meeting of Stockholders, approximately 82% of the votes cast on the advisory vote on the executive compensation proposal were cast in favor of our Named Executive Officers’ compensation as disclosed in the proxy statement for last year’s meeting. Our Board of Directors and the Compensation Committee reviewed these final vote results and determined that, given the level of support, our Company should maintain the components of our compensation program.

We have determined that our stockholders should vote on a say-on-pay proposal each year, consistent with the preference expressed by our stockholders at the 2020 Annual Meeting of Stockholders.

The Audit Committee of the Board of Directors has appointed EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 to audit our financial statements for the year ending December 31, 2023 and to render other professional services as required, at the remuneration to be determined by the Audit Committee of the Board of Directors. A representative of EisnerAmper LLP is expected to be available at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions.

We are asking our stockholders to ratify the selection of EisnerAmper LLP as our independent registered public accounting firm. Although ratification is not required by our Certificate of Incorporation, Bylaws or otherwise, the Board of Directors is submitting the selection of EisnerAmper LLP to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and those of our stockholders.

The affirmative vote of the holders of a majority of the shares of Common Stock voted at the Annual Meeting is necessary to ratify the selection of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

The following table highlights the aggregate fees billed by EisnerAmper LLP during each of the two years ended December 31, 2022.

AUDIT FEES

This category includes the fees for the examination of our consolidated financial statements, review of our Annual Report on Form 10-K and the quarterly reviews of the interim financial statements included in our Quarterly Reports on Form 10-Q, the issuance of comfort letters, provision of consents and review of other documents filed with the SEC.

 

AUDIT-RELATED FEES

This category consists of services that are closely related to the financial audit process and primarily consists of review of reports filed and to be filed with the SEC and accounting advice relating thereto, and audits in connection with consummated acquisitions.

Our principal accountants did not bill us for any audit-related services during either of the two years ended December 31, 2022.

TAX FEES

This category relates to professional services for tax compliance, tax advice, and tax planning.

OTHER FEES

Our principal accountants did not bill us for any services or products other than as reported above during each of the two years.

PRE-APPROVAL POLICIES AND PROCEDURES

Our Audit Committee has adopted a policy that requires advance approval of all audit services and permitted non-audit services to be provided by the independent auditor as required by the Exchange Act. Our Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. Our Audit Committee approved all of the services described above in accordance with its pre-approval policies and procedures. The Audit Committee gives due consideration to the potential effect of non-audit services on maintaining the auditors’ independence.

 

 

The table below provides information regarding the beneficial ownership of the Common Stock as of July 24, 2023, of (1) each person or entity that we know owns beneficially 5% or more of the shares of our outstanding Common Stock, (2) each of our directors, (3) each of the Named Executive Officers, and (4) our directors and officers as a group. Except as otherwise indicated, and subject to applicable community property laws, we believe the persons named in the table have sole voting and investment power with respect to all shares of Common Stock held by them.

​

(1)

Includes 6,010 shares of Common Stock and options to purchase 38,851 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Dr. Schaber is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(2)

Includes 492 shares of Common Stock and options to purchase 9,975 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Mr. Lapointe is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(3)

Includes 996 shares of Common Stock and options to purchase 8,324 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Ms. Parks is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(4)

Includes 293 shares of Common Stock and options to purchase 9,975 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Dr. Rubin is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(5)

Includes 1,528 shares of Common Stock and options to purchase 9,975 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Dr. Zeldis is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(6)

Includes 734 shares of Common Stock and options to purchase 10,260 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Mr. Guarino is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(7)

Includes options to purchase 21,323 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Dr. Donini is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

(8)

Includes 534 shares of Common Stock and options to purchase 16,473 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Dr. Straube is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

​

 

 

(9)

Includes 10,587 shares of Common Stock and options to purchase 125,156 shares of Common Stock exercisable within 60 days of July 24, 2023.

​

*

Indicates less than 1%.

​

**

Beneficial ownership is determined in accordance with the rules of the SEC. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days of July 24, 2023 are deemed outstanding for computing the percentage ownership of the stockholder holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Percentage of ownership is based on 9,841,854 shares of Common Stock outstanding as of July 24, 2023.

​

 

 

In December 2005, our Board of Directors approved the 2005 Equity Incentive Plan, which was approved by stockholders on December 29, 2005. The maximum number of shares of our Common Stock available for issuance under the 2005 Equity Incentive Plan is 300,000 shares. In April 2015, our Board of Directors approved the 2015 Equity Incentive Plan, which was approved by stockholders on June 18, 2015. The maximum number of shares of Common Stock available for issuance under the 2015 Equity Incentive Plan is 6,000,000 shares.

The following table sets forth certain information, as of December 31, 2022, with respect to the following compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance:

•

all compensation plans previously approved by our security holders; and

​

•

all compensation plans not previously approved by our security holders.

​

​

(1)

Includes our 2005 Equity Incentive Plan and our 2015 Equity Incentive Plan. Our 2005 Equity Incentive Plan expired in 2015 and thus no securities remain available for future issuance under that plan.

​

 

The table below contains information regarding our executive officers. The ages of individuals are provided as of July 24, 2023:

​

(1)

For biographical information regarding Dr. Schaber, see “Proposal 1 — Election of Directors.”

​

 

 

 

The table below summarizes the elements of the Company’s 2022 executive compensation program and the objectives served by each element. We used multiple metrics in our 2022 compensation program to provide a more complete view of performance, which we intended to capture key business objectives.

In 2018, in furtherance of our compensation philosophy and objectives, the Compensation Committee engaged Setren Smallberg & Associates (“SS&A”), an outside executive compensation consulting firm determined to be independent by the Compensation Committee, to conduct a review of, and recommend changes to, our compensation program for our executive officers. A representative of SS&A attended Compensation Committee meetings at the invitation of the Compensation Committee Chairman and was also in direct contact with the Compensation Committee and our management from time to time. SS&A provided the Compensation Committee with assistance and advice in the review of our salary structure, annual and equity incentive awards and other related executive pay issues. In addition, SS&A provided advice regarding marketplace trends and best practices relating to competitive pay levels.

SS&A did not provide any services to us other than its services as the Compensation Committee’s independent compensation consultant, and SS&A did not receive any fees or compensation from us other than the fee it received as the independent compensation consultant. SS&A did not provide any services to us in 2021 or 2022. The Compensation Committee confirmed that SS&A’s work for the Compensation Committee did not create any conflicts of interest.

 

 

The following table contains information concerning the compensation paid during each of the two years ended December 31, 2022 and 2021, respectively to our Named Executive Officers.

​

(1)

Dr. Schaber deferred the payment of his 2022 bonus of  $107,891 until January 15, 2023. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

​

(2)

Mr. Guarino deferred the payment of his 2022 bonus of  $42,436 until January 15, 2023. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

​

(3)

Dr. Donini deferred the payment of her 2022 bonus of  $51,555 until January 15, 2023. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

​

(4)

Dr. Straube deferred the payment of his 2022 bonus of  $32,901 until January 15, 2023. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

​

CHRISTOPHER J. SCHABER, PHD

In August 2006, we entered into a three-year employment agreement with Christopher J. Schaber, PhD. Pursuant to this employment agreement we agreed to pay Dr. Schaber a base salary of  $300,000 per year and a minimum annual bonus of $100,000. Dr. Schaber’s employment agreement automatically renews every three years, unless otherwise terminated, and last was automatically renewed in December 2019 for an additional term of three years. We agreed to issue him options to purchase 833 shares of our Common Stock, with one third immediately vesting and the remainder vesting over three years. Upon termination without “Just Cause” as defined by this agreement, we would pay Dr. Schaber nine months of severance, as well as any accrued bonuses, accrued vacation, and we would provide health insurance and life insurance benefits for Dr. Schaber and his dependents. No unvested options shall vest beyond the termination date. Dr. Schaber’s monetary compensation (base salary of  $300,000 and bonus of  $100,000) remained unchanged from 2006 with the 2007 renewal. Upon a change in control of the company due to merger or acquisition, all of Dr. Schaber’s options shall become fully vested, and be exercisable for a period of five years after such change in control (unless they would have expired sooner pursuant to their terms). In the event of his death during the term of the agreement, all of his unvested options shall immediately vest and remain exercisable for the remainder of their term and become the property of Dr. Schaber’s immediate family.

In January 2020, our Board of Directors authorized an amendment to Dr. Schaber’s employment agreement to increase the number of shares of Common Stock from 334 to 33,334, issuable to Dr. Schaber immediately prior to the completion of a transaction or series or a combination of related transactions negotiated by our Board of Directors whereby, directly or indirectly, a majority of our capital stock or a majority of our assets are transferred from us and/or our stockholders to a third party.

 

 

In December 2020, our Board of Directors authorized an amendment to Dr. Schaber’s employment agreement to modify the severance terms. Upon termination without “Just Cause” as defined by this agreement, we would pay Dr. Schaber twelve months of severance, as well as a pro rata bonus calculated by the average of his prior two year’s annual bonuses, if any, and based on the number of months that he was employed during the year in which his employment was terminated; however, in the case of termination without “Just Cause” within one year following a change in control or the sale or other disposition of all or substantially all of our assets Dr. Schaber will be entitled 18 months of severance and health insurance and life insurance benefits for him and his dependents.

On June 22, 2011, the Compensation Committee eliminated his fixed minimum annual bonus payable and revised it to an annual targeted bonus of 40% of his annual base salary. On December 10, 2020, the Compensation Committee approved an increase in salary for Dr. Schaber to $484,948. On December 10, 2021, the Compensation Committee approved an increase in salary for Dr. Schaber to $499,496. On December 8, 2022, the Compensation Committee approved an increase in salary for Dr. Schaber to $519,476.

JONATHAN GUARINO, CPA, CGMA

On September 9, 2019, we entered into a one-year employment agreement with Jonathan Guarino, CPA, CGMA, our Senior Vice President, Chief Financial Officer and Corporate Secretary. Pursuant to the agreement, we agreed to pay Mr. Guarino $220,000 per year and a targeted annual bonus of 30% of base salary. We also issued him options to purchase 2,666 shares of our Common Stock with one-quarter immediately vesting and the remainder vesting over three years. Mr. Guarino’s employment agreement automatically renews each year, unless otherwise terminated. Upon termination without “Just Cause”, as defined in Mr. Guarino’s employment agreement, we would pay Mr. Guarino three months of severance, accrued salary, bonuses and vacation, and health insurance benefits. No unvested options vest beyond the termination date. On December 10, 2020, the Compensation Committee approved an increase in salary for Mr. Guarino to $224,400. On December 10, 2021, the Compensation Committee approved an increase in salary for Mr. Guarino to $231,132. On December 08, 2022, the Compensation Committee approved an increase in salary for Mr. Guarino to $245,000.

OREOLA DONINI, PHD

In July 2013, we entered into a one-year employment agreement with Oreola Donini, PhD, our Vice President Preclinical Research & Development. Pursuant to the agreement, we agreed to pay Dr. Donini $170,000 (CAD) per year and a targeted annual bonus of 20% of base salary. We also issued her options to purchase 2,666 shares of our Common Stock with one-quarter immediately vesting and the remainder vesting over three years. Dr. Donini’s employment agreement automatically renews each year, unless otherwise terminated, and has automatically renewed each year since execution. Upon termination without “Just Cause”, as defined in Dr. Donini’s employment agreement, we would pay Dr. Donini three months of severance, accrued bonuses and vacation, and health insurance benefits. No unvested options vest beyond the termination date. In December 2014, Dr. Donini was named Chief Scientific Officer and Senior Vice President. Upon Dr. Donini’s promotion to Chief Scientific Officer, the Compensation Committee increased her targeted bonus to 30% of her annual base salary. On December 10, 2020, the Compensation Committee approved an increase in salary for Dr. Donini to $260,000. On December 10, 2021, the Compensation Committee approved an increase in salary for Dr. Donini to $280,800. On December 8, 2022, the Compensation Committee approved an increase in salary for Dr. Donini to $300,000.

RICHARD STRAUBE, MD

In December 2014, we entered into a one-year employment agreement with Richard C. Straube, MD, our Chief Medical Officer and Senior Vice President. Pursuant to the agreement, we agreed to pay Dr. Straube $300,000 per year and a targeted annual bonus of 30% of base salary. We also issued him options to purchase 666 shares of our Common Stock with one-third immediately vesting and the remainder vesting over three years. On March 26, 2019, we entered into an amendment to our employment agreement with Dr. Straube. Pursuant to the amended agreement, which amendment becomes effective as of April 1, 2019, Dr. Straube will be required to devote at least 20 hours per week to the performance of his duties and we will pay him $170,000 per year. The amended employment agreement automatically renews each year, unless otherwise terminated. Upon termination without “Just Cause”, as defined in the amended employment agreement, we would pay Dr. Straube one month of severance. No unvested options vest beyond the termination date. On December 10, 2020, the Compensation Committee approved an increase in salary for Dr. Straube to $176,868. On December 10, 2021, the Compensation Committee approved an increase in salary for Dr. Straube to $182,174. On December 8, 2022, the Compensation Committee approved an increase in salary for Dr. Straube to $189,461.

 

 

The following table contains information concerning unexercised options, stock that has not vested, and equity incentive plan awards for the Named Executive Officers outstanding at December 31, 2022. We have never issued Stock Appreciation Rights.

 

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information that demonstrates the relationship between executive “Compensation Actually Paid” and our performance against several specific financial metrics. For further information concerning our pay for performance philosophy and how we align executive compensation with our performance, refer to “Consideration and Determination of Executive and Director Compensation.”

Pay versus Performance Table: The table below reflects Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and Average Summary Compensation Actually Paid to Non-PEO Named Executive Officers (“NEOs”) during 2022 and 2021.

​

(1)

Reflects compensation (as reported in the Summary Compensation Table (“SCT”)) for our President and Chief Executive Officer, Christopher J. Schaber, who served as our PEO in 2021 and 2022.

​

(2)

Amounts represent CAP (as reported in the SCT) to our President and Chief Executive Officer, Christopher J. Schaber, who was our PEO for 2021 and 2022, and the average CAP to our remaining NEOs, SVP and Chief Financial Officer, Jonathan Guarino, SVP and Chief Scientific Officer, Oreola Donini, and SVP and Chief Medical Officer, Richard Straube.

​

(3)

Reflects the average compensation (as reported in the SCT) for our non-PEO NEOs in 2021 and 2022.

​

(4)

Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s stock price at the end and the beginning of the measurement period by our Company’s stock price at the beginning of the measurement period.

​

Summary Compensation Table: The table below reflects the adjustments made to the compensation earned by our Company’s PEO and average compensation earned by our remaining NEOs, to derive the compensation actually paid to our Company’s PEO and average actual compensation paid to our Company’s remaining NEOs.

​

(1)

Amounts reflect the aggregate grant-date fair value reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.

​

(2)

Fair values as of each measurement date were determined using valuation assumptions and methodologies in accordance with Accounting Standards Codification (ASC) Topic 718.

​

 

 

The graphs below compare the CAP paid to our PEO and the average CAP paid to our remaining NEO’s, with (i) our cumulative TSR, and (ii) our net income, in each case, for the fiscal years ended December 31, 2021 and 2022.

 

 

We consider the list below of non-financial measures that, in our assessment, represent the most important key metrics we use to link the CAP amounts for our PEO and remaining NEOs to our Company’s performance. We utilize these and other performance-based measures to align our executive officer compensation with our performance and potential value creation for our stockholders, including in connection with their annual bonus opportunity and in setting performance-based milestones for equity awards, as more fully described in “Consideration and Determination of Executive and Director Compensation” in this Proxy Statement.

•

Strategic regulatory milestones;

​

•

Pre-launch and launch readiness goals; and

​

•

Research and development pipeline goals.

​

The following table contains information concerning the compensation of the non-employee directors during the year ended December 31, 2022.

​

(1)

Directors who are compensated as full-time employees receive no additional compensation for service on our Board of Directors. Each independent director who is not a full-time employee is paid $35,000 annually, on a prorated basis, for their service on our Board of Directors, the chairman of our Audit Committee is paid $15,000 annually, on a prorated basis, and the chairmen of our Compensation and Nominating Committees is paid $10,000 annually, on a prorated basis. Additionally, Audit Committee members are paid $7,500 annually and Compensation and Nominating Committee members are paid $5,000 annually. This compensation is paid quarterly.

​

(2)

We maintain a stock option grant program pursuant to the nonqualified stock option plan, whereby members of our Board of Directors or its committees who are not full-time employees receive an initial grant of fully vested options to purchase 15,000 shares of Common Stock. Upon re-election to the Board, each Board member will receive stock options with a value of  $30,000, calculated using the closing price of the Common Stock on the trading day prior to the date of the annual meeting of our stockholders, which vest at the rate of 25% per quarter, commencing with the first quarter after each annual meeting of stockholders.

​

The Compensation Committee of the Board of Directors is comprised of Dr. Rubin (Chair), Ms. Parks, and Dr. Zeldis. The 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 provides overall guidance on compensation and benefits policy. In addition, the Compensation Committee approves and monitors:

•

executive compensation and benefits programs;

​

•

executive employment agreements; and

​

•

our equity incentive plans.

​

 

 

The primary objectives of the Compensation Committee are to ensure that our executive compensation and benefits programs:

•

are competitive with other growing companies of similar size and business;

​

•

are effective in driving performance to achieve financial goals and create stockholder value;

​

•

are cost-efficient and fair to employees, management and stockholders; and

​

•

are designed to attract, motivate, reward, and retain the competent and talented executives needed.

​

To achieve these objectives, the Compensation Committee meets at least once and usually several times during each fiscal year to review the existing compensation and benefits programs and to consider modifications that seek to provide a direct relationship between executive compensation and sustained corporate performance.

The Compensation Committee makes executive compensation decisions on the basis of total remuneration and seeks to create an integrated total remuneration program structured to balance short and long-term financial goals. A significant amount of total compensation is comprised of bonus provisions which are specified in employment contracts and which are intended to align executive interest with stockholder interest.

The Compensation Committee recommends to the Board of Directors a salary within a designated range for the respective executives, which is based on merit, performance and length of service. Bonus provisions for all executives are based on increase (if any) of net incremental profit over prior year highest net profit.

Non-executive employees are granted stock options from time to time under our equity incentive plans, approved by the stockholders, also in order to motivate, reward, and retain them while meeting goals and allowing them to share in the growth.

No member of our Compensation Committee is or has at any time during the past year been one of our officers or employees. None of our executive officers currently serves or in the past year has served as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Our Audit Committee is responsible for the review, approval and ratification of related party transactions. Our Audit Committee reviews these transactions under our Code of Ethics, which governs conflicts of interests, among other matters, and is applicable to our employees, officers and directors.

We are party to a registration rights agreement with certain stockholders. The agreement provides that the stockholders have the right to require that we register its shares under the Securities Act of 1933, as amended (the “Securities Act”) for sale to the public, subject to certain conditions. The stockholders also have piggyback registration rights, which means that, if not already registered, they have the right to include their shares in any registration that we effect under the Securities Act, subject to specified exceptions. We must pay all expenses incurred in connection with the exercise of these demand registration rights.

We are unable to estimate the dollar value of the registration rights to the holders of these rights. The amount of reimbursable expenses under the agreements depends on a number of variables, including whether registration rights are exercised incident to a primary offering by us, the form on which we are eligible to register such a transaction, and whether we have a shelf registration in place at the time of a future offering.

Other than as described above, the employment agreements and compensation paid to our directors, we did not engage in any transactions with related parties since January 1, 2022. For a discussion of our employment agreements and compensation paid to our directors, see “Executive Compensation — Employment and Severance Agreements” and “Executive Compensation — Compensation of Directors.”

 

 

The following graph compares the changes over the last five years in the value of  $100 invested at December 31, 2017 in (i) our Common Stock, (ii) the NASDAQ Composite-Total Returns and (iii) the NASDAQ Biotechnology Index. The year-end values of each investment are based on share price appreciation and the reinvestment of all dividends. Historical stock price performance shown on the performance graph is not necessarily indicative of future stock price performance.

 

Stockholders or other interested parties may communicate with the Board of Directors by sending a letter to Soligenix, Inc. Board of Directors, c/o The Office of the Secretary, Soligenix, Inc., 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540. The Office of the Secretary will receive the correspondence and forward it to the director(s) to whom the communication is addressed.

Under SEC Rule 14a-8, stockholder proposals for the Annual Meeting of Stockholders to be held in 2024 will not be included in the proxy statement for that meeting unless the proposal is proper for inclusion in the proxy statement and for consideration at the next Annual Meeting of Stockholders, and is received by our Secretary at our executive offices, no later than April 9, 2024. Stockholders must also follow the other procedures prescribed in SEC Rule 14a-8 under the Exchange Act, as well as our Bylaws, which contain requirements that are separate and apart from the SEC requirements of Rule 14a-8. Our Bylaws provide that stockholders desiring to bring business before the 2024 Annual Meeting, including nomination of a person for election to our Board of Directors, must provide written notice to our Secretary at our executive offices no earlier than 75 days, and no later than 45 days, before the one-year anniversary of the mailing of this Proxy Statement. The written notice must include the information required by Section 2.4 of the Bylaws: (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act, and such person’s written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on our books, and of such beneficial owner, (ii) the class and number of our shares that are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or such beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of our voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of our voting shares to elect such nominee or nominees.

Some banks, brokers and other nominee record holders may be participating in the practice of  “householding” proxy statements, annual reports and Notices of Internet Availability of Proxy Materials. This means that only one copy of our proxy statement, annual report or Notices of Internet Availability of Proxy Materials may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of any of the documents to you if you notify our Secretary at our executive offices of your desire to receive additional copies. If you wish to receive separate copies of the annual report, proxy statement and Notice of Internet Availability of Proxy Materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at our executive offices.

Our financial statements are contained in our Annual Report on Form 10-K for our fiscal year ended December 31, 2022 that was filed with the SEC on March 29, 2023, a copy of which is made available with this Proxy Statement. Such report and the financial statements contained therein are not to be considered as a part of this soliciting material.

 

The Form 10-K made available with this Proxy Statement does not include copies of the exhibits to that filing. We will furnish any such exhibit upon payment of a reasonable fee by request sent to us, c/o Office of the Secretary, Soligenix, Inc., 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

Management knows of no matters that are to be presented for action at the meeting other than those set forth above. If any other matters properly come before the meeting, the persons named in the form of proxy will vote the shares represented by proxies in accordance with their judgment on such matters.

The cost of this proxy solicitation will be borne by us. In addition to the solicitation of proxies by mail, our directors, officers and employees may also solicit proxies by telephone, facsimile, e-mail or other forms of communication, without special compensation for such activities. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies. If we do, our costs for such services will be within the range of what is customary for companies with similar operations and a similar number of stockholders and are not expected to be material. We will also request banks, brokers, fiduciaries, custodians, nominees and certain other record holders to send proxies, proxy statements and other materials to their principals at our expense. We will reimburse such banks, brokers, fiduciaries, custodians, nominees and other record holders for their reasonable out-of-pocket expenses of solicitation.

 

 

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To vote using your mobile device, sign up for e-delivery or download annual meeting materials.

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Thursday, September 21, 2023 at 9:00 a.m., Eastern Daylight Time.

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​		​	​	29.9 tons of wood saved; or the equivalent of 179 trees	​
​		​	​	191 million BTU’s saved; or the equivalent of 227 residential refrigerators operating for one year	​
​		​	​	134,000 pounds of CO2 saved; or the equivalent of 12.2 cars operating for one year	​
​		​	​	160,000 gallons of water saved; or the equivalent of 8 swimming pools	​
​		​	​	8,810 pounds of solid waste saved	​
​		​	​	12 pounds of hazardous air pollutants saved	​

SOLIGENIX, INC. 29 EMMONS DRIVE SUITE B-10PRINCETON, NJ 08540 SCAN TO VIEW MATERIALS & VOTEVOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/SNGX2023You may attend the meeting via the Internet and vote during the meeting. Have the 16-digit control number included on this proxy card available and follow the instructions.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch -tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:V21603-P96896KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLY SOLIGENIX, INC.ForWithholdFor AllTo withhold authority to vote for any individualAllAllExceptnominee(s), mark "For All Except" and write theTHE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL"number(s) of the nominee(s) on the line below.NOMINEES FOR THE ELECTION OF DIRECTORS AND "FOR"!!!PROPOSALS 2 AND 3.1.To elect five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. Nominees:01)Christopher J. Schaber, Ph.D.04)Robert J. Rubin, M.D.02)Gregg A. Lapointe, C.P.A.05)Jerome B. Zeldis, M.D., Ph.D.3)Diane L. Parks, M.B.A. 2.To hold an advisory vote on executive compensation. 3.To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023. NOTE: To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.This proxy when properly signed will be voted in the manner directed herein by the undersigned stockholder and in the discretion of the proxies on such matters as may properly come before the Annual Meeting or any adjournments or postponements thereof. IF NO DIRECTION IS PROVIDED, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS. For Against Abstain! ! !! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.V21604-P96896THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OFSOLIGENIX, INC.ANNUAL MEETING OF STOCKHOLDERS - SEPTEMBER 21, 2023The undersigned hereby appoints Christopher J. Schaber, Ph.D., the Chief Executive Officer and President of Soligenix, Inc., and Jonathan Guarino, the Senior Vice President and Chief Financial Officer of Soligenix, Inc., or either of them, each with the power of substitution, and hereby authorizes each of them to represent and to vote as designated on the reverse side of this proxy card, all of the shares of common stock of Soligenix, Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held virtually via the Internet, on Thursday, September 21, 2023, at 9:00 a.m., Eastern Daylight Time, or any adjournment or postponement thereof. The 16-digit control number included on this proxy card will be required to access the meeting.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED STOCKHOLDER AND IN THE DISCRETION OF THE PROXIES ON SUCH MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED "FOR ALL" IN THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE OF THIS PROXY CARD FOR THE BOARD OF DIRECTORS AND "FOR" EACH OF THE OTHER PROPOSALS SET FORTH ON THE REVERSE SIDE.The Board of Directors recommends you vote (1) "FOR ALL" in the election of the named nominees as directors; (2) "FOR" the approval of the compensation of the executive officers; and (3) "FOR" the ratification of EisnerAmper LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023.PLEASE SIGN, DATE AND RETURN PROMPTLY. CONTINUED AND TO BE SIGNED ON REVERSE