Dennis Hruby
About Dennis Hruby
Dennis E. Hruby, Ph.D. (age 73) is Executive Vice President and Chief Scientific Officer (CSO) at SIGA; he has served as CSO since December 2020 and previously held R&D leadership roles at SIGA dating back to 1996 . He earned a Ph.D. in microbiology from the University of Colorado Medical Center and a B.S. in microbiology from Oregon State University; he is an Adjunct Courtesy Professor of Microbiology at Oregon State University . Company performance under the pay-versus-performance framework shows cumulative TSR turning a $100 investment into $152 (2020), $158 (2021), $164 (2022), $135 (2023), and $159 (2024), while Product Sales and Supportive Services Revenues were $115.5M (2020), $126.8M (2021), $86.7M (2022), $130.7M (2023), and $133.3M (2024) . Net income over 2020–2024 was $56.3M, $69.5M, $33.9M, $68.1M, and $59.2M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SIGA Technologies | Vice President & Chief Scientific Officer | Jun 2000–Dec 2020 | Led scientific programs and contributed to development, regulatory and clinical responses; managed Corvallis R&D facility . |
| SIGA Technologies | Vice President of Research | Apr 1997–Jun 2000 | Senior R&D leadership at SIGA . |
| SIGA Technologies | Senior Scientific Advisor | Jan 1996–Mar 1997 | Scientific advisory role to SIGA . |
| Oregon State University | Director, Molecular & Cellular Biology Program; Associate Director, Center for Gene Research & Biotechnology | 1990–1993 | Academic program and center leadership relevant to virology and biotechnology . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Oregon State University | Adjunct Courtesy Professor of Microbiology | Ongoing | Academic affiliation; member of American Society of Virology, American Society for Microbiology; fellow of American Academy of Microbiology . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $671,960 | $705,557 | $726,724 |
| Target Annual Bonus (% of Salary) | 100% (per legacy agreement) | 100% (per legacy agreement) | 100% (explicit 2024 target) |
| Guaranteed/Fixed Bonus Terms | Not disclosed | Not disclosed | Target set at 100%; program discretionary but paid at target |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate goals across government contracts, international sales infrastructure, TPOXX regulatory progress, strategic opportunities, and operations/ERM | Not disclosed | 100% of base salary ($726,726) | 100% of target ($726,726) | Paid Dec 2024 |
| RSUs (Granted 5/11/2023) | Time-based | N/A | 64,516 units | 50% vested 7/1/2024; remaining 50% vest 7/1/2025 | Equal installments over two years |
| PSUs | None disclosed for Hruby | N/A | N/A | N/A | N/A |
The Compensation Committee amended Hruby’s incentive mix effective Oct 1, 2024 to increase use of long‑term equity incentives over time: target annual bonus phase-down to 75% (2025) and 50% (2026+), with target annual equity grants phased up to 50% (2025), 75% (2026), and 100% (2027+) of base salary .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 169,256 shares; less than 1% of outstanding . |
| Unvested RSUs (12/31/2024) | 32,258 units; market value $227,741 (includes accrued dividends) . |
| Upcoming Vesting | 32,258 RSUs vest on July 1, 2025 (final tranche of 2023 grant) . |
| Options | No outstanding options disclosed for Hruby . |
| Ownership Guidelines | No formal written ownership policy; philosophy favors officer stock ownership . |
| Hedging/Pledging | Hedging and short‑selling prohibited unless pre‑cleared; pledging not disclosed . |
| Insider Trading Controls | Preclearance required; trading windows and restrictions articulated in insider trading policy . |
Employment Terms
| Term | Hruby Agreement (as amended) |
|---|---|
| Agreement Effective | Amended & restated agreement effective Apr 12, 2016 (POR), with automatic 3% annual base salary increases; Compensation Committee may approve additional discretionary increases (excluded from auto-increase) . |
| Role | Executive Vice President & Chief Scientific Officer . |
| Target Annual Bonus | 100% (2024), 75% (2025), 50% (2026+) of base salary . |
| Target Annual Equity Grants | 50% (2025), 75% (2026), 100% (2027+) of base salary . |
| Term/Auto-Renewal | Term expired at two‑year anniversary of effective date; auto‑renews for one‑year periods unless non‑renewal notice; no auto‑renewal after term ending following third anniversary of a change of control . |
| Non‑compete/Non‑solicit | Post‑term restrictive covenant for 24 months (no competitive business; no employee solicitation; no customer solicitation) . |
| Clawback | Company‑wide clawback policy compliant with SEC/Nasdaq effective Oct 2, 2023 (applies to Section 16 officers) . |
Severance and Change-of-Control Economics (Hruby)
| Scenario | Aggregate Cash Payments | Equity Treatment | Other |
|---|---|---|---|
| Termination without cause / Good reason (outside CoC period) | $1,453,448 (equivalent to two years of salary) | All equity grants vest; exercisable ≥1 year post-termination or until award expiry | — |
| Termination during Change-of-Control Period (double trigger) | $2,180,172 (continued salary for two years) + pro rata portion of target annual bonus | All equity grants vest; exercisable ≥1 year post-termination or until award expiry | — |
Company Performance Context
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR: $100 initial investment (end-year) | $152 | $158 | $164 | $135 | $159 |
| Net Income ($) | $56,342,010 | $69,450,766 | $33,904,806 | $68,068,826 | $59,214,216 |
| Product Sales & Supportive Services Revenues ($) | $115,471,071 | $126,802,536 | $86,661,583 | $130,668,209 | $133,330,181 |
Compensation Structure Analysis
- Pay-mix shifts to longer-term equity: October 2024 amendments decreased cash bonus targets from 100% to 75% (2025) and 50% (2026+), while increasing planned equity grants to 50% (2025), 75% (2026), and 100% (2027+) of base salary—improving alignment with long-term shareholder value .
- 2024 bonuses paid at target reflect achievement against corporate goals tied to government contracts, international sales infrastructure, TPOXX regulatory progress, strategic opportunities, and operational excellence/ERM .
- Clawback policy aligned to SEC/Nasdaq standards enhances recourse on erroneously paid incentive compensation (including stock price/TSR–based awards) .
Governance & Compensation Oversight
- Compensation Committee: Independent directors Gary J. Nabel, Julian Nemirovsky (Chair), and Holly L. Phillips oversee executive pay and clawback policy .
- Independent compensation consultant: Pay Governance LLC advised the Committee in 2024; consultant reports directly to the Committee and provides market benchmarking; no other services to SIGA; assessed as independent per Nasdaq rules .
- Say-on-pay: Majority support at June 2023 meeting; next advisory vote scheduled for 2026; say-on-frequency next in 2029 .
Investment Implications
- Alignment: Upcoming vest of 32,258 RSUs on July 1, 2025 (final tranche of 2023 grant) adds deliverable shares; with hedging/short‑selling restrictions and preclearance requirements, trading signal risk is moderated by policy controls .
- Retention risk: Two‑year post‑termination non‑compete and double‑trigger CoC protection (full equity acceleration; two years’ salary) reduce voluntary departure risk but create potential CoC cash outlay and equity overhang in a sale scenario .
- Ownership “skin in the game”: Beneficial ownership is <1% of shares outstanding; equity alignment primarily via RSUs rather than large outright holdings, though policy encourages ownership philosophically (no formal numeric guideline) .
- Pay-for-performance trajectory: Shift toward equity incentives from 2025 onward and documented corporate goal achievement underpin pay alignment; however, investors should monitor future PSU structures (none currently disclosed for Hruby) and continued linkage to revenue/TSR given mixed TSR path 2020–2024 .