Larry Miller
About Larry Miller
Larry Miller, 57, serves as SIGA’s General Counsel and Corporate Secretary; he joined as General Counsel in March 2024 and was appointed Corporate Secretary on June 11, 2024. He holds a BA from Dartmouth College, magna cum laude, and a JD from Columbia Law School, and previously held senior legal leadership roles at Phathom Pharmaceuticals, Cyclerion Therapeutics, Blue Buffalo, and Pfizer . Company performance during his tenure includes Q1 2025 product revenues of ~$6 million, April deliveries to the SNS of ~$53 million oral and ~$9 million IV TPOXX, net loss of ~$1 million for Q1 2025, cash of ~$162 million, and a $0.60/share special dividend declared April 8, 2025 . Pay-versus-performance disclosure shows SIGA’s 2024 TSR value of $159 (from a fixed $100 investment baseline), net income of $59.2 million, and product sales and supportive services revenues of $133.3 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phathom Pharmaceuticals, Inc. | General Counsel & Secretary | Dec 2019–Mar 2024 | Led public biopharma legal/compliance and governance functions during commercialization phase . |
| Cyclerion Therapeutics, Inc. | General Counsel & Secretary | Mar–Nov 2019 | Public biopharma GC/Secretary; supported corporate transactions and SEC matters . |
| Blue Buffalo Pet Products | General Counsel & Secretary | Jul 2015–Sep 2018 | GC/Secretary at premium pet food company acquired by General Mills in Apr 2018 . |
| Pfizer Inc. | Chief Counsel, Established Pharmaceuticals & Consumer Healthcare | Oct 2000–Jul 2005; Jul 2006–Jun 2015 | Senior legal leadership across major businesses; IP, compliance, commercial support . |
| U.S. Courts (SDNY; 1st Cir.) | Law Clerk | Not disclosed | Federal clerkships; foundation in litigation and appellate practice . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board memberships or external directorships disclosed . |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $675,000 |
| Target Bonus (%) | 50% of base salary (from 2025 onward; 2024 guaranteed) |
| Target Bonus ($) | $337,500 (2024 guaranteed) |
| Actual Bonus Paid ($) | $337,500 (100% of target) |
| Bonus Payment Timing | Paid December 2024 |
Performance Compensation
Annual Cash Incentive Framework (2024)
| Metric | Weighting | Target | Actual | Payout (% of Target) | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate goals: US govt contracts execution, international sales buildout, TPOXX regulatory progress, capital/strategic initiatives, ERM and operations | Not disclosed | $337,500 | $337,500 | 100% | Paid Dec 2024 |
2024/2025 Equity Awards (Structure and Vesting)
| Award Type | Grant Date | Quantity | Terms |
|---|---|---|---|
| RSUs | 3/25/2024 | 20,761 | Vest one-third on each of the first three anniversaries (Mar 25, 2025/2026/2027) . |
| PSUs | 3/25/2024 | 20,761 | Vest in three equal tranches upon sustained stock price thresholds of $7.00, $8.00, $9.00 over any 90 consecutive trading days; unvested as of 12/31/2024 . |
| Options (time-based) | 3/25/2024 | 61,347 | Vest 50% on Mar 25, 2025 and 50% on Mar 25, 2026; strike $8.35; expire 3/25/2034 . |
| Options (time-based) | 3/25/2024 | 25,504 | Vest one-third on Mar 25 in 2025/2026/2027; strike $8.35; expire 3/25/2034 . |
| Common Stock (sign-on) | 3/25/2024 | 49,940 | Fully vested grant . |
Outstanding Equity (as of 12/31/2024)
| Instrument | Quantity | Status | Financial Terms | YE 2024 Value Basis |
|---|---|---|---|---|
| Options (exercisable) | 86,851 | Exercisable | Strike $8.35; expire 3/25/2034 | YE close $6.01 implies out-of-the-money at year-end . |
| RSUs (unvested) | 20,761 | Unvested | Time-based vesting (Mar 25 annually) | $124,774 (market value at 12/31/2024) . |
| PSUs (unvested) | 20,761 | Unvested | Sustained stock price $7/$8/$9 thresholds | $124,774 (market value at 12/31/2024; assumes full performance) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 74,230 shares; includes 39,174 shares issuable upon exercise of vested options; <1% of outstanding . |
| Shares Outstanding (record date) | 71,441,083 (for ownership % context) . |
| Vested vs. Unvested | Vested options underlying 39,174 shares; unvested RSUs 20,761; unvested PSUs 20,761 . |
| Options In-the-Money (YE 2024) | Not in-the-money at YE price $6.01 vs $8.35 strike . |
| Pledging/Hedging | Hedging requires preclearance; short-selling prohibited; pledging not disclosed . |
| Ownership Guidelines | No formal common stock ownership requirement policy; philosophy encourages ownership . |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Date | February 26, 2024 (Miller Agreement) . |
| Base Salary | $675,000; annual increases at Compensation Committee discretion . |
| Annual Bonus | 2024 guaranteed $337,500; from 2025 target = 50% of base salary, performance-based . |
| Annual Equity (from 2025) | Target grant-date value equal to 100% of base salary, subject to performance criteria . |
| Sign-on Compensation | $417,000 fully vested common stock; $417,000 options (50%/50% vest over 2 years); RSUs $173,361 (3-year ratable vest); PSUs $173,361 (sustained stock price $7/$8/$9); additional options $173,361 (3-year ratable vest) . |
| Clawback | Dodd-Frank/SEC/Nasdaq-compliant clawback policy covering incentive compensation (including stock price/TSR-based) for restatements on/after Oct 2, 2023 . |
| Insider Trading | Preclearance required; blackout windows; hedging restricted; short selling prohibited . |
| Restrictive Covenants | Non-compete and non-solicit; Miller’s post-employment restrictive period is 12 months . |
Severance and Change-of-Control Economics (as of 12/31/2024)
| Scenario | Aggregate Cash | Accelerated Equity Value | Total |
|---|---|---|---|
| Termination without cause / good reason | $675,000 | $124,774 | $799,774 |
| Termination in Change-of-Control Period (double-trigger) | $2,025,000 | $249,547 | $2,274,547 |
| Notes | In non-CoC: options/RSUs accelerate; PSUs continue eligible subject to performance; 12 months COBRA at active employee rates . In CoC: all equity accelerates; 18 months COBRA . |
Performance & Track Record
| Metric | 2024 | Q1 2025 Snapshot |
|---|---|---|
| Total Shareholder Return (fixed $100 baseline) | $159 | — |
| Net Income ($) | $59,214,216 | Net loss ~$1 million |
| Product Sales & Supportive Services Revenues ($) | $133,330,181 | Product revenues ~$6 million; additional ~$53 million oral and ~$9 million IV delivered in April (expected in Q2 revenue) |
| Capital Management | Special cash dividend of $0.60/share declared Apr 8, 2025 (paid May 15, 2025) |
Compensation Governance Context
- Peer Group: Nasdaq biotech and specialty pharma peers including Emergent BioSolutions, Catalyst, Collegium, Harmony Biosciences, Rigel, Liquidia, Tarsus, Vanda, Theravance, Y-mAbs, and others, reviewed annually with Pay Governance LLC .
- Say-on-Pay: Majority support in June 2023; next say-on-pay in 2026; next say-on-frequency in 2029 .
Investment Implications
- Alignment and pay-for-performance: Miller’s 2024 cash compensation was largely fixed/guaranteed due to transition, but from 2025 his bonus is at-risk (50% of salary) and equity grants are performance-based, including PSUs tied to sustained share-price thresholds ($7/$8/$9), which directly links upside to TSR improvements .
- Vesting supply signals: RSUs vest ratably on Mar 25 in 2025/2026/2027; options tranches vest on Mar 25 in 2025–2027, creating predictable potential sell pressure windows each March; options were out-of-the-money at YE 2024 ($6.01 vs $8.35 strike), reducing near-term exercise-related supply risk if price remains below strike .
- Retention/exit economics: Double-trigger CoC cash of ~$2.0 million plus full equity acceleration may lower friction to support a strategic transaction; standard termination yields ~$0.8 million and PSUs remain performance-eligible, helping retention while preserving performance linkage .
- Governance/hedging risk: Robust clawback and insider trading policies (preclearance, hedging restrictions, no short-selling) mitigate misalignment; no formal ownership requirements and no pledging disclosure may limit “skin in the game” optics, though beneficial ownership totals 74,230 shares including vested option equivalents (<1%) .
- Company execution backdrop: Active U.S. government deliveries and contract modifications (including $26 million IV option exercised and $14 million funding to support IV manufacturing) and strong liquidity with recurring special dividends support the platform during Miller’s tenure, reducing execution risk tied to regulatory/government contracting complexity .