Jaymie A. Durnan
About Jaymie A. Durnan
Independent director of SIGA since June 2020; age 71; currently Assistant to the Director for Strategic Initiatives at MIT Lincoln Laboratory; former Senior Vice President/Special Counsel at MacAndrews & Forbes; retired naval aviator with senior U.S. DoD advisory roles. Education: U.S. Naval Academy, Georgetown University, Georgetown Law; recipient of DoD Medal for Distinguished Public Service and Navy Distinguished Public Service Award . Determined independent under Nasdaq Rule 5605(a)(2); independence assessed considering his prior MacAndrews & Forbes tenure and found not to impair judgment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Institute of Technology Lincoln Laboratory | Assistant to the Director for Strategic Initiatives | Sep 2015–May 2022; resumed current role | Strategic initiatives oversight at premier DoD R&D center |
| MacAndrews & Forbes Holding Inc. | Senior Vice President & Special Counsel; later SVP, Chief Administrative Officer | ~1992–1999; Jun–Dec 2022 | Corporate legal/administrative leadership at principal SIGA stockholder |
| BAE Systems | Product Line Manager | N/D | Defense industry operating experience |
| Radius Capital Partners | Partner | N/D | Private investment, strategic finance |
| Woodbury Hill Partners, LLC | Managing Member | N/D | Strategy advisory for startups/Fortune 200 |
| U.S. Department of Defense (Bush/Obama Administrations) | Special Assistant (Chief of Staff) to Deputy SecDef; Special Assistant to SecDef; Senior Advisor to CTO & ASD(R&E) | N/D | Senior policy/technology advisory; arms control support; net assessment |
| U.S. Navy | Naval Aviator; Ops analyst; Aide to CNO; Military Assistant to ONA Director | N/D | Military operations and strategic analysis |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Andrew W. Marshall Foundation | Chairman | Non-profit | Focused on future strategic competitions |
| Kimball Physics | Director | Corporate (private) | Board service |
| Mantis Health | Board of Advisors | Private | Advisor |
| Hudson Institute – Center for Defense Concepts & Technology | Board of Advisors | Think tank | Advisor |
| George Mason University – Center for Government Contracting | Affiliated Faculty | Academic | Faculty affiliation |
| Prior boards/trusteeships | M&F Worldwide; Swift Prepaid; KS ARIA; DEFENSEWERX; Antioch New England; Unity College | Various | Historical governance roles |
Board Governance
- Committee roles: Chair, Nominating & Corporate Governance Committee (members: Marshall, Durnan, Phillips); 2 meetings in 2024; responsibilities include board composition, effectiveness, governance policies, CEO succession, and lead director recommendations .
- Independence: Board determined Durnan is independent; also assessed his prior MacAndrews & Forbes association in independence review .
- Attendance/engagement: Board held 13 meetings in 2024; each incumbent director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting; independent directors meet in executive session regularly .
- Leadership structure: No Chair or Lead Independent Director; committee chairs act as lead in executive sessions as needed .
- Risk oversight: Nominating Committee monitors independence and potential conflicts; Board oversees ERM including cyber; Audit handles financial/reporting risks; Compensation oversees compensation risk .
Fixed Compensation
| Component | Amount/Structure | 2024 Actual for Durnan |
|---|---|---|
| Annual Board retainer (cash) | $45,000 (paid quarterly) | $53,750 (includes committee chair/member fees) |
| Audit Committee | Chair $20,000; member $10,000 | N/A (not a member) |
| Compensation Committee | Chair $15,000; member $7,500 | N/A (not a member) |
| Nominating & Corporate Governance Committee | Chair $10,000; member $5,000 | Chair role |
| Annual RSU award | $150,000 grant value; vests at next Annual Meeting; ≥70% settled in stock, up to 30% in cash | $150,000 grant; dividend equivalents $14,827 paid when RSUs vest; total 2024 compensation $218,577 |
Performance Compensation
| Instrument | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Director RSUs | Annual grant fixed at $150,000 | None disclosed for directors | Vests upon next Annual Meeting; settlement ≥70% stock, ≤30% cash |
No director-level performance metrics (e.g., TSR/EBITDA) are attached to director compensation; RSUs are time-based and align value with shareholder outcomes via stock settlement .
Other Directorships & Interlocks
| Entity | Relationship to SIGA | Potential Conflict/Interlock | Board’s Treatment |
|---|---|---|---|
| MacAndrews & Forbes Incorporated | Principal stockholder; HQ landlord via lease (since 2017) | Durnan previously served as executive at M&F; related-party HQ lease creates perceived conflict risk | Independence assessed; Board concluded relationships do not impair independent judgment; HQ lease terms disclosed |
Expertise & Qualifications
- Core expertise: Defense industry operations, government contracting, strategic analysis, and national security; supports oversight in highly regulated biodefense market .
- Education: U.S. Naval Academy; Georgetown University; Georgetown University School of Law .
- Recognition: DoD Medal for Distinguished Public Service; Navy Distinguished Public Service Award .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 102,785 shares; includes 30,912 shares issuable from vested options; includes 13,359 RSUs vesting June 10, 2025; excludes 5,725 RSUs expected to be cash-settled June 10, 2025; <1% of outstanding |
| Director option grant (initial) | Directors receive 25,000 options upon initial appointment (time of grant vests) ; Durnan currently has 30,912 vested options in beneficial ownership tally |
| Shares outstanding reference | 71,441,083 shares as of April 17, 2025 |
Insider Trades (Form 4)
RSUs follow policy allowing up to 30% cash settlement; 2025 Form 4 shows 24,116 RSUs granted, 19,084 settled in stock, and 5,725 in cash, consistent with director program design (see SEC filings above).
Governance Assessment
- Strengths:
- Chairing Nominating & Governance brings direct responsibility for board composition, CEO succession, and governance policy—positive for board effectiveness .
- Deep defense/government contracting expertise aligned with SIGA’s biodefense market; enhances regulatory and procurement oversight .
- Strong attendance culture (≥75% for incumbents) and executive sessions for independents; active board (13 meetings in 2024) .
- Director pay mix balances cash retainer with equity; RSUs vest annually and are predominantly stock-settled (≥70%), supporting alignment with shareholder value .
- Potential RED FLAGS / Watch items:
- Related-party exposure: SIGA’s HQ lease with MacAndrews & Forbes (principal stockholder) and Durnan’s prior M&F executive roles could present perceived conflicts; board assessed independence and disclosed terms, but investors may monitor transaction fairness and committee oversight .
- No standing Chair or Lead Independent Director; while committee chairs act as lead in sessions, some investors prefer formalized independent board leadership .
- Shareholder feedback: Majority supported executive say‑on‑pay in 2023; next say‑on‑pay in 2026, next frequency vote in 2029—provides future checkpoints for pay alignment .
Independence: Board explicitly determined Durnan to be independent under Nasdaq rules notwithstanding prior M&F roles .
Hedging/Pledging: Company prohibits hedging and short sales; pledging not disclosed—no pledging noted in proxy .
Notes and References
- Director nominee details, biography, independence, and committees: .
- Board meetings, attendance, executive sessions: .
- Board leadership structure (no Chair/Lead Director): .
- Director compensation structure and 2024 actuals: .
- Beneficial ownership and breakdown: .
- Related-party transactions (HQ lease with M&F): .
- Say-on-pay and frequency disclosures: .
- Insider trades (Form 4 SEC filings): 2024-06-13 and 2025-06-11 filings (see URLs in Insider Trades table).