Jerome Zeldis
SOLIGENIXAbout Jerome B. Zeldis
Jerome B. Zeldis, MD, PhD (age 75) has served as an independent director of Soligenix (SNGX) since June 2011, bringing >30 years of clinical development and biopharma leadership experience, including prior service as Chief Medical Officer of Celgene and CEO of Celgene Global Health . He retired as EVP, R&D at NexImmune in March 2023; earlier roles include CMO and President of Clinical Research/Drug Safety/Regulatory at Sorrento and Celularity, and clinical research leadership at Sandoz and Janssen . Dr. Zeldis holds a BA and MS from Brown and an MD/PhD (Molecular Biophysics & Biochemistry) from Yale; he trained in Internal Medicine at UCLA and Gastroenterology at MGH/Harvard .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NexImmune | Executive Vice President, Research & Development | Retired March 2023 | Senior R&D leadership |
| Celularity, Inc. | Chief Medical Officer; President of Clinical Research, Drug Safety & Regulatory | Not disclosed | Clinical/medical leadership |
| Sorrento Therapeutics, Inc. | Chief Medical Officer; President of Clinical Research, Drug Safety & Regulatory | Not disclosed | Clinical/medical leadership |
| Celgene Corporation | Chief Medical Officer; CEO, Celgene Global Health | Employed 1997–2016 | Executive officer of a public biopharma |
| Janssen Research Institute | Clinical research and medical development | 1994–1997 | Clinical development |
| Sandoz Research Institute | Clinical research and medical development | 1994–1997 | Clinical development |
| Harvard Medical School | Assistant Professor of Medicine | 1987–1988 | Academic appointment |
| UC Davis | Associate Professor of Medicine | 1988–1994 | Academic appointment |
| Cornell Medical School | Clinical Associate Professor of Medicine | 1995–2003 | Academic appointment |
| Robert Wood Johnson Medical School | Professor of Clinical Medicine | 1998–2010 | Academic appointment |
External Roles
| Organization | Role | Status / Notes |
|---|---|---|
| PTC Therapeutics, Inc. | Director | Listed as “currently on the board” |
| BioSig Technologies, Inc. | Director | Listed as “currently on the board” |
| MetaStat, Inc. | Director | Listed as “currently on the board” |
| Castleman’s Disease Organization | Director | Listed as “currently on the board” |
| Alliqua, Inc. | Director | Listed as “currently on the board” |
Compensation Committee interlocks: None disclosed by SNGX; no officer/director cross-service reported in the last year .
Board Governance
- Committee assignments and chair roles:
- Chair, Nominating & Corporate Governance Committee .
- Member, Compensation Committee (Chair: Dr. Rubin) .
- Not on Audit Committee .
- Independence: Board determined Dr. Zeldis is independent under NASDAQ standards .
- Attendance and engagement:
- In 2024 the Board held 4 meetings; each current director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee meetings in 2024: Audit (5), Compensation (1), Nominating (1) .
- ESG oversight: The Nominating Committee (chaired by Zeldis) oversees ESG policies and related risk oversight .
Fixed Compensation
| Component | Program Amount | Applicability to Zeldis |
|---|---|---|
| Annual Board cash retainer | $35,000 | As an independent director |
| Committee Chair fee – Nominating | $10,000 | Chair, Nominating & Corporate Governance |
| Committee member fee – Compensation | $5,000 | Member, Compensation Committee |
Notes:
- Committee member annual fees: Audit $7,500; Compensation/Nominating $5,000; chair fees: Audit $15,000; Comp/Nominating $10,000. Paid quarterly; directors who are employees receive no additional pay .
Performance Compensation
| Equity Element | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Initial option grant (non-employee directors) | 15,000 options (fully vested) | Fully vested at grant | Nonqualified option plan |
| Annual option grant upon re-election | Options with $30,000 grant-date value | 25% per quarter | Value based on pre-meeting close; standard schedule |
- No director performance metrics disclosed (e.g., revenue/TSR targets) — director equity vests time-based, not performance-based .
Other Directorships & Interlocks
| Company | Exchange/Type | Role | Committee roles (if disclosed) |
|---|---|---|---|
| PTC Therapeutics, Inc. | Public | Director | Not disclosed |
| BioSig Technologies, Inc. | Public | Director | Not disclosed |
| MetaStat, Inc. | Not disclosed | Director | Not disclosed |
| Castleman’s Disease Organization | Non-profit | Director | Not disclosed |
| Alliqua, Inc. | Not disclosed | Director | Not disclosed |
- Compensation Committee interlocks and insider participation at SNGX: None reported in the last year .
Expertise & Qualifications
- Education: BA/MS (Brown); MD/PhD in Molecular Biophysics & Biochemistry (Yale) .
- Medical training: Internal Medicine (UCLA); Gastroenterology (MGH/Harvard) .
- Domain expertise: Clinical research/medical development leadership across large-cap biopharma (Celgene) and clinical-stage biotech; prior academic medicine roles .
- Board rationale: Selected for experience as a public-company executive officer, clinical development leadership, and medical expertise (internist/gastroenterologist/professor) .
Equity Ownership
| Metric (as of record date) | Apr 10, 2024 | Apr 21, 2025 |
|---|---|---|
| Common shares held | 1,528 | 96 |
| Options exercisable within 60 days | 20,190 | 7,363 |
| Total beneficial ownership (shares) | 21,718 | 7,459 |
| % of shares outstanding | <1% | <1% |
| Shares pledged as collateral | Not disclosed | Not disclosed |
Notes:
- 2024 outstanding shares: 10,524,437; 2025: 3,264,346 (post corporate actions). Percentages for Zeldis are each <1% in both years .
- Insider Trading Policy prohibits hedging and short sales (puts/calls, shorts) by directors/officers/employees .
Governance Assessment
Strengths:
- Independent, long-tenured director with deep clinical/R&D credentials; chairs Nominating & Corporate Governance and serves on Compensation, aligning expertise with oversight roles .
- Committee independence affirmed; Compensation Committee uses an independent consultant (Setren & Associates) with no conflicts disclosed, supporting pay governance .
- Policy framework includes prohibition on hedging/shorting and an Incentive Compensation Recoupment (clawback) policy adopted in 2023, aligned with Nasdaq rules .
Watch items / RED FLAGS:
- Low ownership alignment: beneficial stake <1% with modest absolute holdings (7,459 shares incl. 7,363 options exercisable within 60 days as of 4/21/25), which may limit “skin-in-the-game” signaling for investors .
- Board refreshment risk: long average tenure (14.2 years) and advanced board age (average 70), with Zeldis serving since 2011; may raise succession/refreshment considerations despite experience benefits .
- Potential dilution overhang: 2025 Equity Incentive Plan authorizes 6,000,000 shares initially, ~184% of shares outstanding as of 4/21/25, plus evergreen increases; could be viewed as shareholder-unfriendly dilution if not prudently administered .
- Say-on-pay signal: shareholder support improved to ~78% in 2024 from ~59% in 2023, indicating prior concerns partially addressed but continued scrutiny likely warranted .
Related-party transactions and conflicts:
- The company reports no related-party transactions since Jan 1, 2024 beyond employment agreements and director compensation; Audit Committee oversees related-party review under the Code of Ethics .
Shareholder feedback and engagement signals:
- Say-on-pay votes: 59% support in 2023; ~78% in 2024. Board notes ongoing investor engagement and maintained program structure following improved support .
Executive sessions and oversight:
- Independent directors hold executive sessions and report back; Nominating Committee chaired by Zeldis oversees board composition and independence; Audit and Compensation committees meet regularly (Audit 5x; Comp 1x in 2024) .
Overall implication for board effectiveness and investor confidence:
- Zeldis contributes substantial medical/clinical development expertise and chairs key governance oversight, supporting board effectiveness; however, low direct ownership and board age/tenure profile, alongside a large new equity plan, may be perceived as governance risks by some investors, suggesting focus areas for engagement (ownership alignment, refreshment cadence, and equity plan usage discipline) .
Director Compensation Program Details (Reference)
| Item | Detail |
|---|---|
| Cash retainers | $35,000 Board; Audit Chair $15,000; Comp/Nom Chair $10,000; Audit member $7,500; Comp/Nom member $5,000; paid quarterly |
| Equity | Initial: 15,000 fully vested options; Annual re-election: options valued at $30,000, vest 25% per quarter (starting first quarter after meeting) |
| Individual FY2024 director payouts | Not itemized for Dr. Zeldis in the proxy’s director compensation table; program elements above apply based on roles |
Attendance Snapshot (2024)
| Body | Meetings | Notes |
|---|---|---|
| Board of Directors | 4 | Each director ≥75% attendance; all attended 2024 annual meeting |
| Audit Committee | 5 | All members independent; Lapointe “financial expert” |
| Compensation Committee | 1 | Members independent (Rubin Chair; Parks; Zeldis) |
| Nominating & Corporate Governance | 1 | Members independent; Zeldis Chair |
Policies Relevant to Governance Risk
- Insider Trading Policy: Prohibits trading on MNPI and hedging/shorting; permits Rule 10b5-1 plans; policy posted on investor site and filed with 10-K .
- Clawback: Incentive Compensation Recoupment Policy adopted in 2023 per Nasdaq rules; covers cash/equity over 3-year lookback upon restatement .
Notes on Company Shareholder Context
- Outstanding shares: 10,524,437 as of 4/10/24; 3,264,346 as of 4/21/25 (reflects corporate actions) .
- 2025 Equity Incentive Plan: 6,000,000 initial pool; evergreen up to lesser of 4% outstanding, 1,000,000, or Board-determined lower number each Jan 1 (2026–2035) .