Holly L. Phillips
About Holly L. Phillips
Holly L. Phillips, M.D., age 54, has been an independent director of SIGA since March 2021. She is a Board‑Certified General Internist in private practice in Manhattan with ~20 years of clinical experience; nationally recognized for medical journalism as Senior Medical Contributor for CBS News and Chief Medical Correspondent for CBS2 News; and author of “The Exhaustion Breakthrough.” She holds a B.A. in English from Williams College and an M.D. from Columbia University College of Physicians and Surgeons, with prior affiliations at Lenox Hill Hospital (Letter of Commendation in Women’s Health) and memberships in AMA, ACP, and the Independent Doctors Association of New York .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private practice (Manhattan) | Board‑Certified General Internist | ~20 years (not further specified) | Patient-facing practice; hospital network relationships |
| CBS News | Senior Medical Contributor | Not disclosed | National media platform; public health communication |
| CBS2 News | Chief Medical Correspondent | Not disclosed | Regional broadcast leadership; health reporting |
| “The Doctors” (syndicated TV) | On-air expert and anchor | Not disclosed | Medical education to broad audience |
| Prevention; Cosmopolitan | Contributing Editor | Not disclosed | Health content; consumer engagement |
| Author (Rodale) | “The Exhaustion Breakthrough” | Not disclosed | NYT Digital Bestseller in Health & Wellness |
| Lenox Hill Hospital | Associate professorships/affiliations | Not disclosed | Letter of Commendation in Women’s Health |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Medical Association | Member | Not disclosed | Professional standards engagement |
| American College of Physicians | Member | Not disclosed | Internal medicine professional network |
| Independent Doctors Association of New York | Member | Not disclosed | NYC clinical community affiliation |
Board Governance
- Committee assignments: Compensation Committee (member); Nominating & Corporate Governance Committee (member). Chairs: Compensation—Julian Nemirovsky; Nominating—Jaymie A. Durnan; Audit—Joseph W. Marshall III .
- Independence: Determined independent under Nasdaq Rule 5605(a)(2) .
- Engagement: Board met 13 times in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting . Committee meetings in 2024: Audit (4), Compensation (7), Nominating (2) .
- Leadership structure: No Chair or Lead Independent Director; committee chairs act as Lead Director as needed—potential governance concern for investors seeking clear independent leadership .
- Shareholder support signal: 2024 election vote for Phillips—For: 49,085,746; Withheld: 1,950,554; broker non‑votes: 13,008,032 .
Fixed Compensation
- Cash component structure for non-employee directors: Board retainer $45,000; Audit Chair $20,000/member $10,000; Compensation Chair $15,000/member $7,500; Nominating Chair $10,000/member $5,000; paid quarterly. Annual director RSU grant with $150,000 grant value (up to 30% settle in cash; ≥70% in stock; vests at next annual meeting). Initial appointment option award: 25,000 stock options (vest on grant date) .
| 2024 Cash Retainer Mix (Holly Phillips) | Amount ($) |
|---|---|
| Board Retainer | 45,000 |
| Compensation Committee Member | 7,500 |
| Nominating & Corporate Governance Committee Member | 5,000 |
| Total Cash Fees (2024) | 57,500 |
| 2024 Director Compensation (Reported) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 57,500 |
| Stock Awards (grant-date fair value) | 150,000 |
| All Other Compensation (dividend equivalents) | 14,827 |
| Total | 222,327 |
Performance Compensation
- Annual director RSUs: Granted at annual meeting; vest at next annual meeting; up to 30% cash settlement—time-based, not performance-based .
- Initial director stock options: 25,000 options at appointment; vest on grant date .
- Vested options currently counted in beneficial ownership: 30,912 shares issuable upon exercise of vested options as of April 17, 2025 .
- Recent RSU grant/settlement activity (Form 4):
| Date (Transaction/Filing) | Instrument | Quantity | Price | Post‑Txn Shares Owned | Notes |
|---|---|---|---|---|---|
| 2023-06-13 / filed 2023-06-15 | RSUs (Award) | 24,712 | 0.00 | 24,712 | Annual RSU grant |
| 2023-06-13 / filed 2023-06-15 | RSU settlement (M‑Exempt) | 14,620 | 0.00 | 30,602 | RSUs converted to common |
| 2023-06-13 / filed 2023-06-15 | Shares returned (D) | 4,386 | 6.07 | 26,216 | Tax withholding share return |
| 2024-06-11 / filed 2024-06-13 | RSUs (Award) | 19,084 | 0.00 | 19,084 | Annual RSU grant |
| 2024-06-11 / filed 2024-06-13 | RSU settlement (M‑Exempt) | 24,712 | 0.00 | 50,928 | RSUs converted to common |
| 2024-06-11 / filed 2024-06-13 | Shares returned (D) | 7,414 | 7.86 | 43,514 | Tax withholding share return |
| 2025-06-10 / filed 2025-06-11 | RSUs (Award) | 24,116 | 0.00 | 24,116 | Annual RSU grant |
| 2025-06-10 / filed 2025-06-11 | RSU settlement (M‑Exempt) | 19,084 | 0.00 | 62,598 | RSUs converted to common |
| 2025-06-10 / filed 2025-06-11 | Shares returned (D) | 5,725 | 6.22 | 56,873 | Tax withholding share return |
Other Directorships & Interlocks
- Public company boards: Not disclosed for Phillips .
- Related-party interlocks: None disclosed involving Phillips; related-party transactions disclosed only for headquarters lease with MacAndrews & Forbes and services agreement with a former director’s advisory firm .
Expertise & Qualifications
- Clinical: Board‑Certified Internist with extensive patient-facing experience and NYC hospital network .
- Communication: Senior medical roles in national and local media; author; recognized communicator across print and broadcast .
- Education: Williams College (B.A., English); Columbia University College of Physicians and Surgeons (M.D.) .
- Governance: Independent director; member of Compensation and Nominating & Governance committees .
Equity Ownership
| Beneficial Ownership (as of April 17, 2025) | Amount |
|---|---|
| Total beneficial ownership (SEC definition) | 87,785 shares; <1% of outstanding |
| Includes vested options exercisable within 60 days | 30,912 shares via options |
| Includes RSUs vesting on June 10, 2025 (within 60 days) | 13,359 RSUs; 5,725 RSUs expected to settle in cash (excluded) |
| Recent Post‑Transaction Common Shares Held | Shares Owned After | Reference |
|---|---|---|
| After 2023 annual grant/settlement | 26,216 | |
| After 2024 annual grant/settlement | 50,928 | |
| After 2025 annual grant/settlement | 56,873 |
- Stock ownership guidelines: Company has no formal written ownership policy; promotes executive common stock ownership generally. Hedging and short-selling prohibited without preclearance (applies to directors and officers) .
Governance Assessment
-
Strengths:
- Independent director with solid engagement (Board met 13x; each director ≥75% attendance; annual meeting attendance) .
- Active on Compensation and Nominating & Governance committees—key levers for board effectiveness .
- Meaningful equity exposure through RSUs and vested options; consistent net share retention after RSU settlements—a positive alignment signal .
- Shareholder support: Strong “For” votes in 2024 election .
-
Potential concerns / RED FLAGS:
- No formal stock ownership guidelines for directors—limits enforceable alignment expectations .
- Board lacks a standing Chair or Lead Independent Director; ad‑hoc lead by committee chairs may dilute accountability and investor confidence in independent oversight .
- Annual director RSUs allow up to 30% cash settlement, modestly reducing equity alignment versus all‑stock settlement .
-
Conflicts/Related party:
- No related‑party transactions disclosed for Phillips; overall company related‑party items limited to HQ lease with a principal stockholder and services from a former director’s firm (not involving Phillips) .
-
Compensation committee process:
- Committee comprised solely of independent directors; uses an independent consultant (Pay Governance LLC) and maintains no interlocks—clean governance practice .
-
Shareholder feedback context:
- Majority approval of executive say‑on‑pay in 2023; next say‑on‑pay in 2026—indicates generally supportive compensation governance environment .