Joseph W. Marshall, III
About Joseph W. “Chip” Marshall, III
Independent director of SIGA since 2009; age 72. Former President & CEO of Temple University Health System with a legal and healthcare administration background (B.A. and J.D., Temple University). Currently Audit Committee Chair and deemed an “audit committee financial expert.” Attended at least 75% of Board and committee meetings in 2024; Board met 13 times and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Temple University Health System | President & CEO | 2001–2008 | Led network operations and finances |
| Temple University Health System | Chair | 2000–2007; returned 2018 | Governance oversight, strategic direction |
| Goldman & Marshall P.C. (Philadelphia) | Founding Partner | Pre-2000 | Corporate healthcare law expertise |
| Pennsylvania State Ethics Commission | Commissioner; Chair (part of tenure) | 1980s–early 1990s | Ethics oversight; public integrity |
| Federal Medicaid Commission | Member | 2005–2006 | Federal policy advisory contributions |
| Pennsylvania Gaming Control Board | Member | 2004–2006 | Regulatory and compliance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gaming and Leisure Properties, Inc. (GLPI) | Lead Independent Director | Current | Public company board leadership |
| Maxim Healthcare Services | Director | Current | Private company director |
| Fox Chase Comprehensive Cancer Center | Board Chair | Current | Healthcare governance leader |
| Chestnut Hill Hospital (Philadelphia) | Board Chair | Current | Hospital board leadership |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined Marshall independent under Nasdaq rules; all committee members meet heightened independence standards .
- Expertise: Identified by the Board as an “audit committee financial expert” under SEC rules .
- Attendance and engagement: Board met 13 times in 2024; each director attended at least 75% of Board/committee meetings and all directors attended the 2024 annual meeting. Independent directors hold regular executive sessions .
- Board leadership structure: No standing Chair or Lead Independent Director; committee chairs rotate as de facto lead during executive sessions—potential governance risk in contested situations .
Fixed Compensation
| Component | Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual Director Retainer (member) | $45,000 | Quarterly, in arrears | Standard for all non-employee directors |
| Audit Committee Chair | $20,000 | Quarterly, in arrears | Marshall is Chair |
| Nominating & Corporate Governance Committee Member | $5,000 | Quarterly, in arrears | Marshall is member |
| Meeting Fees | None disclosed | — | Not part of policy |
| Marshall – 2024 Director Compensation | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | $71,250 | Reflects committee roles |
| Stock Awards (RSUs grant-date value) | $150,000 | Annual RSU grant at Annual Meeting |
| All Other Compensation (Dividend Equivalents) | $14,827 | Paid upon RSU vesting |
| Total | $236,077 | — |
Performance Compensation
| Equity Component | Grant Policy | Vesting | Settlement Mix |
|---|---|---|---|
| Annual RSUs (directors) | $150,000 grant value at Annual Meeting | Vests at next Annual Meeting | Up to 30% cash; ≥70% stock |
| Initial Option Award (upon appointment) | 25,000 options | Vests upon grant date | Standard for new directors |
| Marshall – Current Year RSU Detail | Shares/Units | Vesting Date | Cash-Settled Portion |
|---|---|---|---|
| RSUs outstanding attributable to 2024 grant cycle | 13,359 | June 10, 2025 | 5,725 RSUs to be settled in cash |
No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to director pay; director equity grants are time-based per policy .
Other Directorships & Interlocks
| Entity | Type | Relationship to SIGA | Interlock/Conflict Note |
|---|---|---|---|
| Gaming and Leisure Properties, Inc. | Public | Unrelated industry (gaming REIT) | No related-party transactions disclosed involving Marshall |
| Maxim Healthcare Services | Private | Unrelated to SIGA contracts | No related-party transactions disclosed involving Marshall |
- Related-party backdrop at SIGA: HQ lease with MacAndrews & Forbes (principal stockholder) and a former director’s advisory firm (Knisely) retained by SIGA; Board assessed independence of directors with M&F ties (Nemirovsky, Durnan). No Marshall-specific related-party transactions disclosed .
Expertise & Qualifications
- Healthcare system leadership and governance (Temple Health; Fox Chase; Chestnut Hill) .
- Legal training and ethics oversight (J.D.; PA State Ethics Commission chair) .
- Public sector experience (Federal Medicaid Commission; PA Gaming Control Board) .
- Audit and financial governance expertise; designated audit committee financial expert .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Components and Notes |
|---|---|---|---|
| Joseph W. Marshall III | 229,642 | <1% | Includes 13,359 RSUs vesting on June 10, 2025; excludes 5,725 RSUs to be cash-settled on June 10, 2025 |
- Options exercisable within 60 days: none disclosed for Marshall (footnote lists only RSUs) .
- Hedging/short-selling: Company policy prohibits short-selling and restricts hedging without preclearance .
- Ownership guidelines: Company has no formal written common stock ownership requirements (disclosed for executives; no separate director policy disclosed) .
Governance Assessment
-
Positives:
- Long-tenured, independent director with deep healthcare and legal credentials; strong committee leadership as Audit Chair and SEC-designated financial expert—supports financial reporting integrity .
- Solid engagement: ≥75% attendance; Board met frequently in 2024; independent director executive sessions occur regularly—indicates oversight rigor .
- Director pay structure balanced between cash retainer and equity RSUs; settlement at least 70% stock promotes alignment (even with partial cash settlement) .
-
Watch items/RED FLAGS:
- No permanent Chair or Lead Independent Director—committee-chair rotation may dilute accountability during sensitive governance events .
- Related-party environment (M&F HQ lease; services from former director’s advisory firm); while independence was affirmed, continued vigilance is warranted by Audit Committee (which Marshall chairs) .
- Director equity has partial cash settlement allowance (up to 30%), modest alignment impact versus full equity settlement; Marshall’s footnote indicates cash-settled RSUs in 2025 .