Christopher Schaber
SOLIGENIXAbout Christopher Schaber
Christopher J. Schaber, PhD, age 58, has served as Soligenix’s President & CEO and a director since August 2006 and has been Chairman of the Board since October 2009 . He holds a BA from Western Maryland College, an MS in Pharmaceutics from Temple University School of Pharmacy, and a PhD in Pharmaceutical Sciences from the Union Graduate School . Under his tenure, the company’s pay-versus-performance disclosure shows cumulative $100 TSR values of $33 (2022), $4 (2023), and $2 (2024), alongside net losses of $(13.8)mm, $(7.9)mm, and $(8.3)mm, respectively . The board reports that four of five directors are independent, with independent committees and regular meetings; all directors attended at least 75% of meetings in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Discovery Laboratories, Inc. | EVP & Chief Operating Officer | 1998–2006 | Led pipeline development and key commercial functions (regulatory, QC/QA, manufacturing/distribution, clinical/medical), coordinating launch prep . |
| Acute Therapeutics, Inc. | Co‑founder; VP Regulatory Compliance & Drug Development | 1996–1998 | Co‑founded company; led regulatory/drug development . |
| Ohmeda PPD, Inc. | Worldwide Director of Regulatory Affairs & Operations | 1994–1996 | Led global regulatory/operations . |
| The Liposome Company, Inc.; Elkins‑Sinn (Wyeth‑Ayerst) | Regulatory, development, and operations roles | 1989–1994 | Progressively senior roles across development/operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BioNJ | Director | Since Jan 2009 | Industry association board role . |
| Alliance for Biosecurity | Director | Since Oct 2014 | Industry consortium board role . |
| National Organization for Rare Disorders (NORD) | Corporate Council member | Since Oct 2009 | Industry policy/advocacy council . |
| Simphotek, Inc. | Scientific Advisory Board | Not specified | Private medical device start‑up SAB member . |
Fixed Compensation
| Metric | 2022 | 2024 |
|---|---|---|
| Base Salary ($) | 519,476 | 540,255 |
| Target Bonus % of Salary | 40% (set by Comp Committee) | 40% (set by Comp Committee) |
| Actual Bonus Paid ($) | 72,727 | 108,051 (deferred to Jan 15, 2025) |
| Option Awards – Grant‑date FV ($) | 75,482 | 148,950 |
| All Other Compensation ($) | 32,800 (health insurance) | 35,370 (health insurance) |
| Total Compensation ($) | 700,484 | 832,627 |
Salary decisions by Compensation Committee:
- 12/8/2023: increased to $540,255 .
- 12/12/2024: increased to $559,164 (effective for 2025 base) .
Performance Compensation
Annual cash incentive structure and observed payout:
| Component | Metric(s) | Weighting | Target | Actual | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Strategic regulatory milestones; Pre‑launch/launch readiness; R&D pipeline goals | Not disclosed | Not disclosed | $108,051 | Cash; 2024 bonus deferred to Jan 15, 2025 |
Long‑term equity (options) – 2024:
| Component | Grant‑date FV (2024) | Performance Conditions | Vesting Terms |
|---|---|---|---|
| Stock Options | $148,950 | Not specified for 2024 grants (company plan permits performance awards) | Not explicitly disclosed for 2024 executive grants; historical CEO grants often time‑based (e.g., 2006 grant 1/3 immediate, remainder over 3 years) . |
Pay vs. Performance context (PEO):
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid (CAP) ($) | Company TSR – $100 Basis | Net Income/(Loss) ($mm) |
|---|---|---|---|---|
| 2022 | 711,177 | 641,818 | 33 | (13.8) |
| 2023 | 700,484 | 531,395 | 4 | (7.9) |
| 2024 | 832,627 | 697,449 | 2 | (8.3) |
Tabular list of most important metrics used to link executive pay to performance (company‑reported):
- Strategic regulatory milestones
- Pre‑launch and launch readiness goals
- Research and development pipeline goals
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 21, 2025) | 25,938 shares of Common Stock (includes 379 shares owned plus options to purchase 25,559 shares exercisable within 60 days) . |
| Percent of Class | “*” as denoted in proxy (asterisked percentage; proxy does not quantify) . |
| Vested vs. Unvested (near‑term) | Options exercisable within 60 days: 25,559 (part of beneficial ownership) . |
| Hedging/Pledging | Hedging and short sales prohibited under Insider Trading Policy; 10b5‑1 plans permitted; proxy does not expressly address pledging . |
| Ownership Guidelines | Not disclosed in proxy . |
Outstanding equity awards at Dec 31, 2024 (CEO) – options:
| Exercisable (#) | Unexercisable (#) | Equity Incentive Unearned (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 58 | — | — | 2,712.00 | 12/30/2025 |
| 250 | — | — | 482.40 | 12/06/2027 |
| 250 | — | — | 232.80 | 12/12/2028 |
| 250 | — | — | 230.40 | 01/01/2029 |
| 250 | — | — | 297.60 | 12/11/2029 |
| 250 | — | — | 348.00 | 01/01/2030 |
| 250 | — | — | 561.60 | 12/09/2030 |
| 250 | — | — | 307.20 | 01/03/2031 |
| 250 | — | — | 187.20 | 12/08/2031 |
| 52 | — | — | 165.60 | 01/02/2032 |
| 197 | — | — | 165.60 | 01/02/2032 |
| 479 | 104 | 104 | 129.60 | 12/07/2032 |
| 5,274 | 4,101 | 4,101 | 10.72 | 12/07/2033 |
| 14,063 | 30,937 | 30,937 | 3.31 | 12/10/2034 |
Notes: Company states it has never issued SARs . Director option re‑election grants vest 25% per quarter; employee‑director Schaber receives no separate director compensation .
Employment Terms
| Term | Detail |
|---|---|
| Initial Employment Agreement | 3‑year agreement (Aug 2006) with auto‑renewal every three years; last automatic renewal noted in Dec 2019 for three years . |
| Target Annual Bonus | 40% of base salary (changed from fixed minimum on June 22, 2011) . |
| Severance (No Cause) | 12 months of severance plus pro rata bonus based on average of prior two years; health and life insurance for CEO and dependents . |
| Severance (No Cause within 1 year post‑CIC or sale of substantially all assets) | 18 months of severance plus health and life insurance . |
| Change‑in‑Control – Options | Upon CIC, all options fully vest and remain exercisable for 5 years after CIC (unless earlier expiry by terms) . |
| Death | All unvested options vest and remain exercisable for remainder of term; pass to immediate family . |
| 2020 Transaction Amendment | In Jan 2020, shares issuable immediately prior to a board‑negotiated sale/CIC increased from 21 to 2,084 . |
| Clawback | Incentive Compensation Recoupment Policy adopted in 2023 per Nasdaq rules (3‑year lookback on restatement) . |
| Non‑compete/Non‑solicit | Not disclosed in proxy . |
Board Governance
- Roles: Chairman, President and CEO (dual role) since Oct 2009 (Chairman) and since Aug 2006 (CEO/President) .
- Committees: All three committees (Audit; Compensation; Nominating & Corporate Governance) are wholly independent; CEO is not a member .
- Committee composition (2024): Audit (Lapointe—Chair; Parks; Rubin); Compensation (Rubin—Chair; Parks; Zeldis); Nominating & Corporate Governance (Zeldis—Chair; Lapointe; Rubin) .
- Meetings/Attendance: Board held 4 meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Director compensation policy: Employee directors receive no additional board pay; independent directors receive cash retainers and option grants (vesting quarterly) .
Governance implications: Combined CEO/Chair concentrates authority; mitigated by fully independent committees and a majority‑independent board (4 of 5 directors) .
Director Compensation (for context; Schaber receives none as an employee)
| Director | 2024 Cash Fees ($) | 2024 Option Awards ($) | Total ($) |
|---|---|---|---|
| Gregg A. Lapointe | 55,000 | 22,500 | 77,500 |
| Diane L. Parks | 47,500 | 22,500 | 70,000 |
| Robert J. Rubin | 57,500 | 22,500 | 80,000 |
Policy highlights: Independent directors get $35,000 annual board retainer; Committee chairs receive additional $10,000–$15,000; members receive $5,000–$7,500; annual option awards valued at $30,000 vest 25% per quarter; employee directors receive no additional pay .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: approximately 78% in favor; Board/Compensation Committee maintained program structure following the vote .
Performance & Track Record
| Year | PEO SCT Total ($) | PEO CAP ($) | TSR – $100 Basis | Net Income/(Loss) ($mm) |
|---|---|---|---|---|
| 2022 | 711,177 | 641,818 | 33 | (13.8) |
| 2023 | 700,484 | 531,395 | 4 | (7.9) |
| 2024 | 832,627 | 697,449 | 2 | (8.3) |
Stock performance graph (2019–2024) shows Soligenix’s $100 initial value declining to 0.77 in 2024 vs NASDAQ Composite 223.87 and NASDAQ Biotechnology Index 118.20, underscoring severe relative underperformance over 5 years .
Compensation Committee & Consultant
- Committee is independent (Rubin—Chair; Parks; Zeldis) and oversees exec compensation, employment agreements, and equity plans .
- Independent consultant: Setren & Associates (S&A) engaged in 2024 (and 2023), with no conflicts; assisted on salary structure, annual and equity incentives, and market practices .
Related‑Party Transactions and Policies
- Insider Trading Policy prohibits hedging/short sales; 10b5‑1 plans permitted .
- Incentive Compensation Recoupment Policy adopted in 2023 per Nasdaq rules .
- Company states no related‑party transactions since Jan 1, 2024, other than employment agreements and director pay covered in the proxy .
Investment Implications
- Pay‑for‑performance alignment risk: Despite multi‑year TSR declines and persistent net losses, CEO total pay rose to $832.6k in 2024 and CAP to $697.4k; the company’s “most important metrics” are largely non‑financial (regulatory, launch readiness, R&D), which may dilute alignment with shareholder returns in a capital‑constrained small‑cap setting .
- Dilution/overhang and option structure: Large blocks of options remain outstanding at exercise prices ranging from $3.31 to $10.72 (and numerous legacy high‑price grants), with significant unexercisable tranches extending to 2034; the proposed 2025 Equity Incentive Plan initially reserves 6,000,000 shares, ~184% of outstanding shares as of April 21, 2025, with annual evergreen increases, implying substantial potential dilution if approved/used .
- Retention and CIC economics: CEO has 12‑month severance (18 months within 1 year post‑CIC) and full option acceleration on CIC with a 5‑year post‑CIC exercise window, plus a specific 2020 amendment granting 2,084 shares immediately prior to a board‑negotiated sale/CIC, which could incentivize strategic transactions but raises pay‑for‑deal concerns .
- Governance and oversight: Combined CEO/Chair role elevates key‑person/control risk; mitigants include a majority‑independent board and fully independent committees with a say‑on‑pay result of ~78% in 2024 (moderate support that merits investor monitoring) .
- Trading/pressure signals: 2024 CEO bonus deferred to January 15, 2025 (cash timing), and multiple older option tranches near expiry (e.g., December 2025) are deeply out‑of‑the‑money by exercise price, limiting near‑term selling pressures from exercises but maintaining long‑dated overhang; company policy prohibits hedging but is silent on pledging, which investors often flag for alignment risk .
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