General John M. “Jack” Keane (Ret.)
About General John M. “Jack” Keane (Ret.)
General Jack Keane, age 82, joined SIGA’s Board on March 17, 2025 as an independent director. He is a retired U.S. Army General with a 37-year military career, serving as Vice Chief of Staff of the Army from 1999 to 2003. He holds a B.S. in Accounting from Fordham University and a master’s degree in Philosophy from Western Kentucky University, and brings deep national security and biodefense expertise with extensive public company board experience. The Board classified him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Vice Chief of Staff | 1999–2003 | Senior leadership/operations oversight |
| SCP Partners (VC firm) | Venture Partner | 2009–2012 | Investment/strategy exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Institute for the Study of War | Chairman | Since 2007 | Strategic leadership in national security research |
| GSI, LLC (consulting) | President | Since 2004 | Defense/national security consulting leadership |
| IronNet, Inc. | Director | 2015–2023 | Public board governance (cybersecurity) |
| General Dynamics Corp. | Director | 2004–2018 | Public board governance (defense prime) |
| MetLife, Inc. | Director | 2003–2015 | Public board governance (financial services) |
Board Governance
- Committee assignments: Not disclosed for Gen. Keane; he joined in March 2025 and 2024 committee rosters list Audit (Marshall – Chair; Nemirovsky; Ford), Compensation (Nemirovsky – Chair; Nabel; Phillips), and Nominating (Durnan – Chair; Marshall; Phillips).
- Independence: Board determined all nominees other than the CEO are independent under Nasdaq Rule 5605 (Keane included).
- Attendance: In 2024 the Board held 13 meetings; each incumbent director attended ≥75% of Board/committee meetings and all then-serving directors attended the 2024 annual meeting. (Keane was not on the Board in 2024.)
- Board leadership: No Chair or Lead Independent Director; committee chairs act as Lead Director as needed; independent directors meet in executive session.
- Nomination note: Keane was initially recommended to the Nominating Committee by a security holder.
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual Board retainer (member) | $45,000 | Paid quarterly, in arrears |
| Audit Committee chair | $20,000 | Paid quarterly, in arrears |
| Audit Committee member | $10,000 | Paid quarterly, in arrears |
| Compensation Committee chair | $15,000 | Paid quarterly, in arrears |
| Compensation Committee member | $7,500 | Paid quarterly, in arrears |
| Nominating Committee chair | $10,000 | Paid quarterly, in arrears |
| Nominating Committee member | $5,000 | Paid quarterly, in arrears |
Performance Compensation
| Equity Element | Grant Value/Units | Vesting/Settlement | Grant Timing |
|---|---|---|---|
| Annual RSUs | $150,000 | Vest upon next Annual Meeting; at least 70% settled in stock; up to 30% cash | Granted on Annual Meeting date (June 10, 2025 for 2025) |
| Initial stock options (new director) | 25,000 options | Vest upon grant (director appointment) | Upon initial appointment (Keane’s 25,000 options are vested) |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Financial/ESG/TSR metrics for director equity | None disclosed; director RSUs are time-based and initial options vest at grant |
Other Directorships & Interlocks
| Company | Role | Years | Notes |
|---|---|---|---|
| IronNet, Inc. | Director | 2015–2023 | Cybersecurity; no SIGA-related transactions disclosed |
| General Dynamics Corp. | Director | 2004–2018 | Defense prime; no SIGA-related transactions disclosed |
| MetLife, Inc. | Director | 2003–2015 | Insurance/financial services; no SIGA-related transactions disclosed |
Expertise & Qualifications
- National security and biodefense expertise; senior military leadership and strategic skills; public company governance experience across multiple sectors.
- Education: B.S. Accounting (Fordham); M.A. Philosophy (Western Kentucky).
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Ownership Details |
|---|---|---|---|
| Gen. John M. “Jack” Keane (Ret.) | 25,000 | <1% | Consists of vested options exercisable within 60 days |
- Hedging/short sales: Company policy prohibits short selling and restricts hedging without preclearance.
- Director RSUs settle primarily in stock (≥70%), supporting alignment.
- No pledging of SIGA stock disclosed for directors.
Governance Assessment
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Positives: Independent director with deep national security/biodefense domain knowledge and multi-company public board experience, aligning with SIGA’s government contracting and biodefense profile. Initial option grant (25,000, vested) and annual RSU program (primarily stock settlement) support ownership alignment. Independent director executive sessions are regularly held.
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Watch items: Keane’s committee roles are not yet disclosed and the Board currently has no Lead Independent Director—committee chairs rotate in that capacity. He was recommended by a security holder, which is disclosed and evaluated within independence review. SIGA maintains a related-party HQ lease with a principal stockholder (MacAndrews & Forbes), though no Keane-specific related-party transactions are disclosed.
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Attendance data: Strong overall Board attendance in 2024 (≥75% for incumbents), but no attendance data yet for Keane given his 2025 appointment.
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Independence confirmed and committee membership standards meet heightened Nasdaq requirements; director compensation uses standard fees and time-based RSUs; no performance metrics or unusual director pay practices disclosed.
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No red flags disclosed regarding Keane: no related-party transactions, no pledging/hedging exceptions, and no legal or SEC matters involving him noted in the proxy. Broader company-related-party items (HQ lease; advisory firm of former director) are disclosed and overseen by the Audit Committee.