Gary J. Nabel
About Gary J. Nabel
Gary J. Nabel, M.D., Ph.D. is an independent director of SIGA since June 2021; age 71 as of the 2025 proxy, with deep credentials in virology, immunology, and biotech R&D. He is President and CEO of ModeX Therapeutics, previously Chief Scientific Officer, Global R&D and Head of the North American R&D Hub at Sanofi, and former Director of NIH’s Vaccine Research Center; he is an elected member of the National Academy of Medicine and fellow of multiple medical academies . The Board determined he is independent under Nasdaq Rule 5605(a)(2) and he served on the Compensation Committee in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi | Chief Scientific Officer, Global R&D; Head NA R&D Hub; SVP | 2012–recently retired | Oversaw Breakthrough Lab; advanced trispecific antibodies for HIV; cancer immunotherapies; novel vaccines |
| NIH Vaccine Research Center | Director | 1999–2012 | Led basic, clinical, translational vaccine research; HIV, influenza, Ebola and emerging pathogens; structure-based vaccine design |
| Harvard University | Ph.D. (1980); M.D. (1982); Harvard College (1975) | 1975–1982 | Postdoc with David Baltimore at Whitehead Institute |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| ModeX Therapeutics Inc. | President & CEO | Biotech startup (Natick, MA) |
| National Academy of Medicine | Member | Elected 1998 |
| American Association of Physicians; American Academy of Arts & Sciences | Fellow | Professional honors |
Board Governance
- Committee assignments: Compensation Committee member; Compensation Committee held seven meetings in 2024; each committee member meets heightened independence standards under Nasdaq .
- Independence: Board determined all nominees other than the CEO are independent; Nabel is independent .
- Attendance and engagement: Board held 13 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors then serving attended the 2024 annual meeting .
- Board leadership: No Chair or Lead Independent Director; committee chairs act as Lead Director when needed; structure reviewed periodically by the Nominating & Corporate Governance Committee .
- Risk oversight: Compensation Committee oversees compensation-related risks; Audit oversees reporting and financial risks; Nominating oversees independence, conflicts, and governance risks; Board monitors ERM including cyber risk .
Fixed Compensation
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Director pay framework (non-employee directors):
- Annual Board retainer: $45,000 (cash)
- Committee retainers: Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000 (cash)
- Annual equity grant: RSUs with $150,000 grant value; vest at next annual meeting; up to 30% settled in cash; at least 70% settled in stock
- Initial option grant: 25,000 options at initial appointment, vesting at grant
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Gary J. Nabel – 2024 Director Compensation (actual): | Component | Amount | Notes | |---|---|---| | Board/Committee Fees (cash) | $52,500 | Compensation Committee member | | Annual RSU Award (grant-date fair value) | $150,000 | Annual grant on meeting date; vests at next annual meeting | | Other Compensation | $14,827 | Dividend equivalents paid on vested RSUs | | Total | $217,327 | |
Performance Compensation
| Equity Instrument | Quantity / Grant Value | Vesting / Terms | Status |
|---|---|---|---|
| Initial Director Stock Options | 25,000 options | Vest at grant on appointment | Reflected in current vested options below |
| Annual Director RSUs | $150,000 grant value | Vests at next annual meeting; up to 30% cash-settled | 2024 award granted; cash settlement allowed up to 30% |
Note: The proxy does not disclose performance metrics tied to director compensation (no TSR/financial hurdles for director equity); RSUs vest with service to next annual meeting .
Other Directorships & Interlocks
- No current public company directorships disclosed for Nabel in SIGA’s proxy; principal external role is President & CEO of ModeX Therapeutics (private) .
- Board independence review considered relationships for certain directors; no adverse independence finding for Nabel .
Expertise & Qualifications
- Scientific leadership across pharma and government; >450 publications; leading work in HIV gene activation, immunotherapy, and structure-based vaccines .
- Elected National Academy of Medicine; multiple scientific awards; broad biotech/pharma expertise aligned with SIGA’s health security market .
Equity Ownership
| Category | Detail |
|---|---|
| Total beneficial ownership | 87,785 shares (includes components below) |
| Percent of shares outstanding | Less than 1% |
| Options – exercisable | 30,912 shares issuable upon exercise of vested options |
| RSUs – scheduled vest | 13,359 RSUs vesting June 10, 2025 |
| RSUs – cash settlement | Excludes 5,725 RSUs expected to be settled in cash on June 10, 2025 |
| Pledging/Hedging | Company prohibits hedging without preclearance and short-selling; no pledging disclosed |
Insider Trades
| Date | Type | Shares | Price | Value | Notes |
|---|---|---|---|---|---|
| 2025-06-11 | Sale (cash-settled RSUs) | 5,725 | $6.22 | $35,610 | Cash settlement per director compensation program |
| 2024-06-13 | Sale (cash-settled RSUs) | 24,712 | $6.07 | $150,000 approx. grant value reference; transaction reflects cash settlement | Listed on RedChip insider records and SEC Form 4 filing date 2024-06-11 |
Note: The proxy explicitly states up to 30% of vested RSU value may be settled in cash, consistent with observed Form 4s .
Governance Assessment
- Board effectiveness: Nabel brings deep scientific and vaccine expertise relevant to SIGA’s biodefense business; active in compensation oversight as committee member in a year with seven meetings .
- Independence and attendance: Independent under Nasdaq; Board met 13 times in 2024; all incumbents met attendance thresholds and attended the annual meeting, supporting engagement .
- Alignment and incentives: Director pay mix includes meaningful equity ($150k RSUs annually) plus initial options (25,000), and cash fees ($45k base plus committee retainers); RSUs vest annually, supporting near-term alignment . Equity ownership shows vested options and pending RSU vesting, with no pledging disclosed and hedging restricted .
- Potential conflicts/related-party: No related-party transactions disclosed involving Nabel; disclosed related-party items were HQ lease with MacAndrews & Forbes and payments to a former director’s advisory firm; independence determinations reaffirmed .
- RED FLAGS:
- Cash settlement feature: Up to 30% of director RSU awards may be settled in cash, modestly reducing equity ownership accumulation versus all-stock settlement (policy fact) .
- No Lead Independent Director: While committee chairs act as Lead Director when needed, absence of a standing Lead Independent Director may concern some governance investors (structure disclosed) .