Harold E. Ford, Jr.
About Harold E. Ford, Jr.
Harold E. Ford, Jr. is an independent director of SIGA, serving since November 2022 and currently age 54. A former five-term Tennessee Congressman, he is EVP and Regional President for New York City at PNC Bank, sits on the board of CME Group, and previously spent over 10 years in investment banking at Merrill Lynch and Morgan Stanley; he holds a BA (University of Pennsylvania) and JD (University of Michigan). The Board has determined he is independent under Nasdaq Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives (Tennessee) | Congressman (five terms) | Not disclosed | Government relations insight |
| Merrill Lynch; Morgan Stanley | Investment banker | >10 years | Financial and business background |
| Rx Saver | Nonexecutive Chair | Not disclosed | Consumer healthcare platform oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PNC Bank | EVP & Regional President (NYC) | Current | Operating executive position |
| CME Group | Director | Current | Public company directorship |
| Fox News Channel | Co-host, “The Five” | Current | Media role |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee held four meetings in 2024. Mr. Ford signed the Audit Committee report, evidencing active participation.
- Independence: Board determined all nominees other than the CEO are independent; Mr. Ford is independent under Nasdaq Rule 5605(a)(2).
- Board engagement: Board held 13 meetings in 2024; each incumbent director attended at least 75% of aggregate Board/committee meetings and all directors attended the 2024 annual meeting.
- Board leadership: No Chair or Lead Independent Director; committee chairs act as Lead Director in executive sessions depending on topic. Independent directors regularly convene executive sessions.
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual director retainer | 45,000 | Standard non-employee director cash retainer |
| Audit Committee member retainer | 10,000 | Annual cash fee for Audit Committee membership |
| Total cash fees earned (Ford) | 55,000 | Reported in 2024 director compensation table |
Performance Compensation
| Grant | Grant Date | Instrument | Units/Shares | Grant-Date Fair Value ($) | Vesting | Settlement Mix |
|---|---|---|---|---|---|---|
| Annual director equity (Ford) | 2024 Annual Meeting | RSUs | Not disclosed | 150,000 | Vests upon next Annual Meeting | ≥70% stock; ≤30% cash |
| Initial board appointment equity (policy) | Upon appointment | Stock Options | 25,000 | Not disclosed | Vests upon grant date | Options only |
- Dividend equivalents paid with respect to vested RSUs totaled $14,827 for Mr. Ford in 2024.
- Performance metrics: None disclosed for director RSUs (time-based vesting to next Annual Meeting; no TSR/financial KPIs tied to director equity).
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| CME Group | Director | No SIGA-disclosed transactions or shared directorships noted |
| PNC Bank | EVP & Regional President | No SIGA-disclosed related-party transactions involving Mr. Ford |
Expertise & Qualifications
- Government relations and public policy expertise from Congressional tenure.
- Financial services and capital markets exposure via senior role at PNC and prior investment banking.
- Consumer and media communication experience (Rx Saver chair; national TV co-host).
- Legal education (JD) and broad business perspective.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 59,706 | Less than 1% of outstanding shares |
| Ownership % of shares outstanding | <1% | 71,441,083 shares outstanding (April 17, 2025) |
| Options – exercisable (included in beneficial ownership) | 29,049 | Vested options within 60 days |
| RSUs – scheduled to vest 6/10/2025 | 13,359 | Included in footnote; time-based vesting |
| RSUs – expected to be settled in cash (excluded) | 5,725 | Excluded from beneficial ownership |
- Hedging policy: Directors/officers prohibited from hedging or short-selling company stock unless pre-cleared; insider trading policy requires preclearance and blackout compliance.
- Stock ownership guidelines (directors): No formal written policy disclosed; director equity awards require ≥70% settlement in stock.
Governance Assessment
- Board effectiveness: Active Audit Committee participation and independence support strong financial oversight; Board and committee meeting cadence (13 Board, four Audit) and ≥75% attendance threshold indicate engagement.
- Alignment: Director pay mix is equity-heavy (RSUs $150k vs. cash $55k), enhancing long-term alignment; receipt of dividend equivalents reflects shareholder-like economics.
- Conflicts/related-party exposure: No related-party transactions disclosed involving Mr. Ford; notable related-party items involve M&F HQ lease and services from another director’s advisory firm (Knisely), not Ford.
- Structural note: Absence of a Chair/Lead Independent Director may be viewed as a governance weakness by some investors; mitigated by executive sessions and rotating leadership via committee chairs.
RED FLAGS: None specific to Mr. Ford identified in the proxy; no pledging disclosed; no related-party transactions; independent status confirmed. Structural board leadership without a designated independent lead may warrant monitoring.
Appendix: Supporting Data Points
- Director biography and qualifications:
- Age and “Director since” table:
- Committee membership and meetings:
- Audit Committee report signatory:
- Board meetings, attendance, annual meeting presence:
- Director independence determination:
- Director compensation structure and Ford’s 2024 compensation:
- Beneficial ownership and breakdown (options/RSUs):
- Insider trading/hedging policy:
- Related-party transactions (none involving Ford):
- Say-on-pay cadence and 2023 approval (context for governance): Next say-on-pay in FY2026.