Diem Nguyen
About Diem Nguyen
Diem Nguyen, Ph.D., MBA, is SIGA’s Chief Executive Officer and a director since January 27, 2024; she is 53, holds a Ph.D. in biochemistry and molecular genetics (University of Virginia) and an MBA (Darden) . In 2024, SIGA reported net income of $59.2M and product sales and supportive services revenues of $133.3M; the company’s TSR value rose to 159 on a $100 initial investment framework, providing context for Nguyen’s first-year operating environment . Nguyen previously ran Pfizer’s Americas Essential Health business (~$11B revenue responsibility), bringing large-scale commercial execution experience to SIGA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pfizer | Global President, Americas, Pfizer Essential Health | 2009–2018 | Led diverse commercial businesses across U.S., LatAm, Canada, Puerto Rico with >$11B annual revenue; deep commercial and operations track record . |
| PPD Inc. | Executive Vice President, Biopharma | 2018–2020 (Apr 2018–May 2020) | Led biopharma services at a leading CRO; drug development and partner execution experience . |
| Xalud Therapeutics | Chief Executive Officer | 2020–2024 (Oct 2020–Jan 2024) | Scaled a clinical-stage biotech focused on inflammatory and neurodegenerative diseases; CEO leadership experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Candel Therapeutics, Inc. | Director | Current | Public company board service; governance exposure . |
| Verrica Pharmaceuticals Inc. | Director | Current | Public company board service; dermatology exposure . |
| Xalud Therapeutics | Director | Current | Ongoing role post-CEO; therapeutics focus . |
| Children’s Hospital of Philadelphia | Director (non-profit) | Permitted while CEO | Allowed under SIGA employment agreement; not a competitor; supports network and mission alignment . |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base Salary | $900,000 | Automatic annual increases beginning 2025 of ≥3% and at least equal to across-the-board increases for senior executives . |
| 2024 Guaranteed Bonus | $450,000 | Paid for 2024 as guaranteed bonus under employment agreement . |
| Target Annual Bonus (2025 onward) | 50% of base salary | Subject to performance criteria set by Compensation Committee . |
| Sign-on Cash Bonus | $450,000 | Repayable if resignation without Good Reason or termination for Cause prior to Jan 27, 2025 . |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Bonus | Corporate goals across procurement, intl sales, regulatory progress, strategic opportunities, operations | n/a | $450,000 (guaranteed) | $450,000 | 100% | Cash paid Dec 2024 . |
| PSUs (Jan 27, 2024 grant) | 90-day sustained stock price hurdles | 1/3 each tranche | Original $7.00/$8.00/$9.00; adjusted to $6.40/$7.40/$8.40 after dividend | First 1/3 vested Oct 2024 (threshold achieved) | 33% of grant vested | Remaining eligible until third anniversary of Commencement Date, subject to sustained price and employment . |
Equity Ownership & Alignment
| Item | Amount / Detail |
|---|---|
| Beneficial ownership (as of Apr 17, 2025) | 204,928 shares; includes 137,275 shares issuable upon exercise of vested options . |
| Ownership as % of shares outstanding | ~0.29% (204,928 / 71,441,083) . |
| Unvested RSUs (12/31/2024) | 167,707; vests 1/3 on Jan 27, 2025/2026/2027 . |
| PSUs outstanding (12/31/2024) | 118,577 unearned; thresholds adjusted to $6.40, $7.40, $8.40; first 1/3 vested Oct 2024 . |
| Options granted (adjusted for dividend) | 352,995 options at $4.72; split vesting: 117,665 over 2 years; 235,330 over 3 years; expire 1/27/2034 . |
| Ownership guidelines | No formal written executive stock ownership policy; philosophy encourages ownership . |
| Hedging/shorting | Hedging and short-selling prohibited under insider trading policy; trading preclearance required and blackout periods apply . |
Employment Terms
| Term | Detail |
|---|---|
| Commencement date; initial term | Jan 27, 2024; initial term through Jan 27, 2027; auto-renews for successive one-year terms unless 90-day advance non-renewal notice . |
| Severance (no CoC) | 2x base salary; 2024 guaranteed bonus if termination occurs in 2024; 12 months COBRA at active employee rates; RSUs/Options accelerate; PSUs continue eligible through performance period (forfeit if goals not achieved or restrictive covenant breach) . |
| Severance (double-trigger within 2 years after CoC) | 3x (base + 2024 bonus if in 2024; otherwise base + Target Annual Bonus); 18 months COBRA; all equity accelerates (PSUs become time-based if assumed at CoC) . |
| Change-of-control definition | Ownership/voting power ≥40% by non-permitted holder; certain mergers/asset sales; liquidation; conforms to 409A change-in-control tests . |
| Non-compete | 18 months post-termination; covers roles with “Competing Business” in poxvirus antivirals or pipeline areas where Executive had proprietary info . |
| Non-solicit | 24 months post-termination (employees; customers/vendors with prior contact) . |
| Clawback | Dodd-Frank/Nasdaq-compliant policy; recovery of erroneously awarded incentive comp tied to GAAP, non-GAAP, stock price or TSR upon restatement for periods ending on/after Oct 2, 2023 . |
| 280G/4999 (excise tax) | Best-net cutback (or full pay) approach; potential 280G shareholder approval to exempt payments when applicable . |
| Cooperation/post-termination | Up to 12 months cooperation; daily rate of 1/260th of base for assistance beyond thresholds; reimbursement of reasonable expenses . |
| Indemnification & D&O | Indemnification to fullest extent; D&O insurance coverage; survives termination . |
Board Governance
- Role and independence: Nguyen is a director and SIGA’s CEO; the Board determined all other director nominees are independent under Nasdaq rules; Nguyen is not independent .
- Committees: Audit, Compensation, and Nominating & Corporate Governance committees are comprised solely of independent directors; Chairpersons identified; Nguyen is not listed as a member of these committees .
- Leadership structure: No chairperson or lead independent director; committee chairs act as ad hoc lead when needed; independent directors regularly convene executive sessions; all 2024 board members attended ≥75% of meetings and the 2024 annual meeting .
- Director compensation: Program applies to non-employee directors (cash retainers, RSUs, initial options); as an employee director, Nguyen is not in the non-employee director compensation table .
Compensation Committee Analysis
- Independent consultant: Pay Governance LLC engaged as independent advisor; reports to the Compensation Committee; Nasdaq independence factors considered .
- Peer group: Biopharma comparables set include Emergent BioSolutions, Collegium, Ligand, Innoviva Specialty Therapeutics, Rigel, etc.; used for benchmarking compensation levels .
- Say-on-Pay/Frequency: Majority approval in June 2023; next say-on-pay planned for fiscal 2026; next say-on-frequency in fiscal 2029 .
Compensation Summary (2024)
| Item | 2024 Amount |
|---|---|
| Salary | $835,384 (partial year from Jan 27, 2024) . |
| Bonus | $900,000 (includes $450,000 sign-on and $450,000 guaranteed annual bonus) . |
| Stock awards (RSUs + PSUs, grant date fair value) | $1,364,406 . |
| Option awards (grant date fair value) | $1,350,000 . |
| Total | $4,449,790 . |
Performance Context (Company metrics disclosure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – value of $100 investment | $126 | $125 | $111 | $115 | $159 |
| Net Income ($) | $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 |
Vesting Schedules and Upcoming Triggers
- RSUs: 167,707 granted Jan 27, 2024; vest 1/3 on Jan 27, 2025, 2026, and 2027, with accrued dividends paid upon vesting .
- PSUs: 177,865 granted Jan 27, 2024; thresholds adjusted to $6.40, $7.40, $8.40 after March 12, 2024 dividend; first 1/3 vested in Oct 2024; remaining tranches contingent on sustained price over 90 consecutive trading days by Jan 27, 2027 .
- Options: 352,995 at $4.72 after dividend adjustment; 117,665 vest over two years (50% on Jan 27, 2025 and 50% on Jan 27, 2026); 235,330 vest over three years (1/3 on Jan 27, 2025/2026/2027) .
Director Service History and Dual-Role Implications
- Board service: Director since Jan 27, 2024; serves concurrently as CEO .
- Independence and committees: Board deems Nguyen non-independent; independent directors comprise all board committees; mitigates dual-role influence on audit/compensation/nominating processes .
- Board leadership: No standing Chair or Lead Independent Director; committee chairs rotate lead duties as needed; independent directors hold executive sessions regularly, providing oversight balance .
Risk Indicators & Red Flags
- Clawback policy: Implemented per SEC/Nasdaq; covers financial metrics and stock price/TSR-based awards; reduces risk of misaligned payouts in restatement scenarios .
- Restrictive covenants: 18-month non-compete and 24-month non-solicit post-termination; reduces knowledge transfer risk to competitors .
- 280G best-net: No excise tax gross-up; shareholder approval mechanism contemplated; moderates golden parachute optics .
Investment Implications
- Pay-for-performance alignment: Equity-heavy new CEO package (PSUs tied to sustained stock-price hurdles; options; multi-year RSUs) aligns upside with TSR and stock durability; first PSU tranche vested in 2024, indicating early performance traction .
- Selling pressure and retention: Material vesting events in Jan 2025/2026/2027 for RSUs/options, plus PSU windows through Jan 2027; insider trading policy preclearance and blackout windows temper near-term selling; non-compete/non-solicit increase retention stickiness .
- Change-of-control economics: Robust double-trigger package (3x cash, full acceleration) could influence strategic optionality; 280G best-net approach avoids gross-ups while protecting after-tax outcomes .
- Governance quality: Independent committees, regular executive sessions, and no chair/lead structure rely on committee chairs for lead duties; majority-independent board mitigates dual-role concerns with Nguyen as CEO/director .