Gregg Lapointe
SOLIGENIXAbout Gregg A. Lapointe
Gregg A. Lapointe, CPA, MBA (age 66) has served as an independent director of Soligenix (SNGX) since March 2009. He is currently CEO of Cerium Pharmaceuticals and qualifies as the Audit Committee Financial Expert on SNGX’s board, with prior senior operating roles at Sigma‑Tau/Leadiant and earlier experience at Price Waterhouse. Education: BA Commerce (Concordia), Graduate Diploma in Accountancy (McGill), MBA (Duke), and CPA (Illinois) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sigma‑Tau Pharmaceuticals (now Leadiant Biosciences) | COO; later CEO | COO: Nov 2003–Apr 2008; CEO: Apr 2008–Feb 2012 | Led global operations and later overall company |
| Sigma‑Tau/Leadiant (umbrella tenure) | Executive roles | Sep 2001–Feb 2012 | Strategic planning, BD, finance |
| AstenJohnson (formerly JWI Inc.) | VP Operations; VP Controller | May 1996–Aug 2001 | Operations and finance oversight |
| Canadian medical products industry | Distribution and manufacturing leadership | Prior to 1996 (years not specified) | Sector operating experience |
| Price Waterhouse | Early career | Not specified | Public accounting foundation (CPA) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerium Pharmaceuticals | Chief Executive Officer | Current | Interlock: Dr. Robert Rubin (SNGX director) is Cerium board member and acting CMO |
| Rigel Pharmaceuticals (public) | Director | Current | Not disclosed |
| Astria Therapeutics (public) | Director | Current | Not disclosed |
| Prior boards: ImmunoCellular Therapeutics, Raptor Pharma, SciClone Pharma, PhRMA, Questcor Pharma, Keck Graduate Institute | Director/Trustee | Prior service (dates not specified) | Industry network and policy experience |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member; not listed on Compensation Committee .
- Audit Committee Financial Expert: Board determined Lapointe qualifies as “audit committee financial expert” under SEC/Nasdaq rules .
- Independence: Board determined Lapointe is independent under Nasdaq standards .
- Board and committee activity: Board held 4 meetings in 2024; each director attended ≥75% and all directors attended the 2024 Annual Meeting. Audit Committee met 5 times; Compensation and Nominating Committees each met once in 2024 .
- Leadership structure: CEO (Dr. Schaber) is also Chairman; independent directors hold executive sessions .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $35,000 | Paid quarterly |
| Audit Committee Chair fee | $15,000 | Paid quarterly |
| Audit Committee member fee | $7,500 | Paid quarterly |
| Compensation/Nominating member fee | $5,000 | Paid quarterly |
| 2024 cash fees (Lapointe) | $55,000 | Reflects Board + Audit Chair and committee service |
| Director option award (2024, Lapointe) | $22,500 (grant-date fair value) | Valued under ASC 718 |
Performance Compensation
| Equity Program Terms | Detail | Vesting/Performance |
|---|---|---|
| Initial director option grant | Fully vested options to purchase 15,000 shares upon joining the Board | Fully vested at grant; no performance metrics disclosed |
| Annual re-election option grant | Options with value of $30,000, using prior-day closing price | Vests 25% per quarter over one year; no performance metrics disclosed |
| 2024 equity grant (Lapointe) | Option awards valued at $22,500 | Standard vesting; no director-specific KPIs disclosed |
No performance targets are disclosed for director equity awards; SNGX’s pay-versus-performance metrics (regulatory, launch readiness, R&D pipeline) apply to executives, not directors .
Other Directorships & Interlocks
| Counterparty | Nature | Potential Implication |
|---|---|---|
| Cerium Pharmaceuticals | Lapointe = CEO; Rubin (SNGX) = Cerium board and acting CMO since July 2022 | Board interlock outside SNGX; could present conflict risk if transactions occur, though none are disclosed |
| Rigel Pharmaceuticals; Astria Therapeutics | Lapointe = Director | Broader industry information flow; no related-party dealings disclosed at SNGX |
Expertise & Qualifications
- CPA (Illinois), audit committee financial expert; deep finance and operations background (COO/CEO) .
- Education: Concordia (BA Commerce), McGill (Grad Dip in Accountancy), Duke (MBA) .
- Industry breadth: Public and private biopharma boards; strategic planning, BD, corporate finance, M&A .
Equity Ownership
| As of April 21, 2025 | Shares | Options (exercisable ≤60 days) | Percent of Class |
|---|---|---|---|
| Gregg A. Lapointe | 31 common shares | 7,363 options | <1% (star denotes less than 1%) |
| SNGX outstanding shares | 3,264,346 | — | — |
- Hedging/shorting: Company policy prohibits hedging and short sales; 10b5‑1 plans permitted .
- Pledging: No pledging of SNGX stock disclosed in the proxy .
Governance Assessment
- Strengths
- Independence and financial expertise: Independent director and Audit Committee Financial Expert; chairs Audit Committee; regular committee activity in 2024 .
- Attendance and engagement: ≥75% attendance and full Annual Meeting attendance in 2024 .
- Insider trading and clawback governance: Hedging prohibited; Nasdaq-compliant recoupment policy adopted in 2023 .
- Potential risks and red flags
- Dilution overhang: Proposed 2025 Equity Incentive Plan initial pool of 6,000,000 shares (~184% of outstanding) with annual auto-increases up to 1,000,000 or 4%—significant potential dilution; total equity authorization across plans ~188% of outstanding as of Apr 21, 2025 .
- Board leadership concentration: Combined CEO/Chairman structure; mitigated by independent director executive sessions but still a governance caution .
- Interlocks: External interlock at Cerium (Lapointe CEO; Rubin board/acting CMO) could pose related-party conflict if transactions arise; company discloses no related party transactions since Jan 1, 2024 .
- Shareholder sentiment: Say‑on‑pay support improved to ~78% at 2024 Annual Meeting vs ~59% in 2023, indicating prior investor concerns around executive compensation structure .
- Listing/compliance backdrop: 2024 proxy pursued a reverse stock split to address Nasdaq minimum bid price deficiencies—market and governance environment remains sensitive .
Overall, Lapointe’s financial acumen and audit leadership are positives for board effectiveness. Key investor watchpoints are potential dilution from the 2025 plan and monitoring any Cerium‑related interactions, given interlocks, alongside oversight rigor within a combined CEO/Chair structure .