Julian Nemirovsky
About Julian Nemirovsky
Julian Nemirovsky (age 41) is an independent director at SIGA, serving since December 2020. He is founder of Long Castle Advisors and a seasoned capital markets and credit investor, with prior roles as SVP, Capital Markets at MacAndrews & Forbes (through March 2023), Principal/Portfolio Manager at MidOcean Credit Partners, Associate at Union Capital, and Analyst in Goldman Sachs’ Leveraged Finance group; he holds a BBA from Baruch College and an MBA from Dartmouth’s Tuck School of Business . The Board has determined he is independent under Nasdaq Rule 5605, noting his prior service at MacAndrews & Forbes, a principal stockholder and the Company’s HQ lessor, in its independence assessment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Long Castle Advisors, Corp. | Founder | Not disclosed | Financial advisory leadership |
| MacAndrews & Forbes | SVP, Capital Markets | Until March 2023 | Managed capital-structure matters across portfolio companies |
| MidOcean Credit Partners | Principal & Portfolio Manager | ~9 years | Managed >$1B across opportunistic credit strategies |
| Union Capital | Associate | Not disclosed | Private equity execution experience |
| Goldman Sachs (IBD – Leveraged Finance) | Analyst | Began career (2006) | Structured/financed leverage transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | — | — | No other public company boards disclosed in the proxy biography |
Board Governance
- Committee assignments:
- Compensation Committee: Chair; 7 meetings held in 2024 .
- Audit Committee: Member; 4 meetings held in 2024 .
- Independence and engagement:
- Independent under Nasdaq Rule 5605; Board weighed prior MacAndrews & Forbes executive service in independence review .
- Board met 13 times in 2024; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Leadership structure: No Chair or Lead Independent Director; committee chairs act as Lead Director as needed; independent directors regularly convene executive sessions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (member) | $45,000 | Paid quarterly, in arrears |
| Compensation Committee Chair retainer | $15,000 | Paid quarterly, in arrears |
| Audit Committee member retainer | $10,000 | Paid quarterly, in arrears |
| Fees earned (2024 total cash) | $70,000 | Summation of above for Nemirovsky |
| Annual director RSU grant (grant-date value) | $150,000 | Granted at Annual Meeting; vests at next Annual Meeting; up to 30% settled in cash, ≥70% in stock |
| Dividend equivalents paid (2024) | $14,827 | Paid upon RSU vesting |
| Initial option award policy | 25,000 options | Granted upon initial appointment; vests upon grant (policy disclosure) |
Performance Compensation
- Non-employee director compensation is not performance-based; annual RSUs vest on the next Annual Meeting date with allowed cash settlement up to 30% and at least 70% in stock. No director performance metrics or targets are disclosed or used for director pay .
| Performance Metric | Target | Outcome |
|---|---|---|
| Not applicable to director compensation | — | No performance-linked director pay disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None |
| Related-party exposure (context) | Board considered prior MacAndrews & Forbes executive roles for Nemirovsky in independence review; MacAndrews & Forbes is a 33.81% stockholder and HQ lessor to SIGA via a 10-year lease (HQ lease terms summarized) |
Expertise & Qualifications
- Capital markets and asset management expertise: Managed complex capital structures at MacAndrews & Forbes and >$1B across hedge and illiquid credit strategies at MidOcean Credit Partners .
- Transactional finance: Leveraged finance analyst background at Goldman Sachs; experience across opportunistic credit strategies .
- Education: BBA (Baruch College); MBA (Tuck School of Business, Dartmouth) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 87,785 | Includes options and RSUs; <1% of outstanding |
| Ownership as % of shares outstanding | <1% | As reported in beneficial ownership table |
| Options exercisable within 60 days | 30,912 | Included in beneficial ownership |
| RSUs scheduled to vest | 13,359 | Vesting on June 10, 2025 |
| Cash-settled RSUs (excluded) | 5,725 | Expected to be settled in cash; excluded from ownership |
| Shares pledged as collateral | Not disclosed | No pledging disclosure noted for directors |
Governance Assessment
- Positives
- Independent director, serving as Compensation Committee Chair and Audit Committee member, indicating deep involvement in pay governance and financial oversight .
- Compensation Committee uses an independent consultant (Pay Governance LLC); no compensation committee interlocks reported, supporting pay governance quality .
- Clawback policy compliant with SEC/Nasdaq rules; hedging and short-selling by directors/officers prohibited (preclearance required for any hedging exceptions), aligning incentives with shareholders .
- Engagement: Board met 13 times; all incumbents met ≥75% attendance and attended the annual meeting, indicating active participation .
- Watch items / potential red flags
- Prior executive role at MacAndrews & Forbes (M&F), a 33.81% stockholder and HQ lessor; while independence was affirmed, the M&F related-party HQ lease and significant ownership concentration can heighten perceived influence risk and warrant ongoing monitoring of conflict controls .
- No standing Lead Independent Director; leadership relies on committee chairs to act as Lead as needed, which may dilute centralized independent board leadership in certain situations .