Jonathan Guarino
SOLIGENIXAbout Jonathan Guarino
Jonathan Guarino, CPA, CGMA, is Chief Financial Officer, Senior Vice President, and Corporate Secretary of Soligenix, Inc. He has been with the company since September 2019; age 52; BS in Business from Montclair State University; credentials include CPA and CGMA . Company pay-versus-performance disclosures show cumulative TSR values for a $100 investment of $33 (2022), $4 (2023), and $2 (2024), alongside net losses of $13.8M (2022), $7.9M (2023), and $8.3M (2024), framing the operating backdrop during his tenure . His employment agreement sets a 30% target bonus and uses stock options with defined vesting schedules, aligning cash and equity incentives with corporate milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hepion Pharmaceuticals (formerly ContraVir) | Corporate Controller | Sep 2016 – Jul 2019 | Established financial infrastructure; assisted capital fund-raising and debt financings |
| Suite K Value Added Services LLC | Controller | Aug 2015 – Sep 2016 | Corporate controller responsibilities |
| Covance, Inc. | Senior Manager, Technical Accounting | Jun 2014 – May 2015 | Led technical accounting support |
| PricewaterhouseCoopers LLP | Various accounting/finance roles | Not disclosed | Progressive finance roles |
| BlackRock, Inc. | Various accounting/finance roles | Not disclosed | Progressive finance roles |
| Barnes & Noble, Inc. | Various accounting/finance roles | Not disclosed | Progressive finance roles |
External Roles
No external public company directorships or committee roles disclosed for Guarino .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $245,000 | $254,800 |
| Target Bonus (% of Salary) | 30% | 30% |
| Actual Bonus Paid ($) | $31,605 | $42,806 (deferred to Jan 15, 2025) |
| All Other Compensation ($) | $32,800 | $35,370 |
| Total Compensation ($) | $354,693 | $399,177 |
Notes:
- Employment agreement sets targeted annual bonus at 30% of base salary; automatic annual renewal .
- 2024 bonus deferred to January 15, 2025 (cash management signal) .
Performance Compensation
Annual Equity Awards
| Component | 2023 | 2024 |
|---|---|---|
| Option Awards – Grant Date Fair Value ($) | $45,289 | $66,200 |
The company emphasizes long-term equity alignment via stock options; RSUs/PSUs are available under plans, but Guarino’s disclosed awards are options during 2023–2024 .
Annual Bonus Metrics Design (qualitative)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Strategic regulatory milestones | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual cash (paid following year) |
| Pre-launch and launch readiness goals | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual cash (paid following year) |
| R&D pipeline goals | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual cash (paid following year) |
Notes:
- Disclosed pay-versus-performance framework links CAP to non-financial milestones; detailed weights/targets not provided .
Equity Ownership & Alignment
Beneficial Ownership (as of Apr 21, 2025)
| Holder | Total Beneficial Ownership (shares) | Direct Common Shares | Options Exercisable ≤60 Days | % of Class |
|---|---|---|---|---|
| Jonathan Guarino | 17,937 | 46 | 17,891 | * (less than 1%) |
| Shares Outstanding | 3,264,346 | — | — | — |
Outstanding Options (Dec 31, 2024)
| Option Strike ($/sh) | Expiration | Exercisable (#) | Unexercisable (#) |
|---|---|---|---|
| $232.80 | 09/08/2029 | 166 | — |
| $297.60 | 12/11/2029 | 41 | — |
| $561.60 | 12/09/2030 | 166 | — |
| $187.20 | 12/08/2031 | 208 | — |
| $129.60 | 12/07/2032 | 273 | 60 |
| $10.72 | 12/07/2033 | 3,167 | 2,458 |
| $3.31 | 12/10/2034 | 6,250 | 13,750 |
Notes:
- Original new-hire grant (2019): 2,666 options; 25% vested immediately; remainder over three years .
- Insider Trading Policy prohibits hedging, short sales, and derivatives; pledging not disclosed .
- Company did not grant options to NEOs in windows immediately adjacent to material filings in last year .
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Role | Employment agreement dated Sep 9, 2019; Senior VP & CFO |
| Base Salary (initial/current) | $220,000 initial ; increased to $245,000 (Dec 8, 2022), $254,800 (Dec 8, 2023), $263,718 (Dec 12, 2024) |
| Target Bonus | 30% of base salary |
| Equity Award on Hire | Options to purchase 2,666 shares; 25% immediate vest, remainder over 3 years |
| Auto-Renewal | Agreement automatically renews annually unless terminated |
| Severance (without “Just Cause”) | 3 months severance; accrued salary/bonus/vacation; health insurance benefits; no acceleration of unvested options |
| Change-of-Control | No specific change-of-control acceleration disclosed for Guarino; CEO terms include acceleration (for Schaber) |
| Clawback | Incentive Compensation Recoupment Policy (Nasdaq-compliant) to recover excess incentive comp after restatements; applicable to equity and cash; adopted in 2023 |
Performance & Track Record
- CFO signed Sarbanes-Oxley certifications (Sections 302 and 906) on 10-Qs for Q1, Q2, and Q3 2025, attesting to fair presentation and controls .
- Say-on-pay approval was ~78% at the 2024 annual meeting; program maintained by the board and Compensation Committee .
Board Governance (context)
- Compensation Committee engaged Setren & Associates (independent) for 2023–2024 to review pay; no conflicts of interest .
- Committees: Audit, Compensation, Nominating are fully independent; directors met attendance requirements .
Company Financial Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | 0.2* | 0.3* | 0.3* |
| EBITDA ($USD Millions) | (13.2)* | (7.7)* | (8.1)* |
Values retrieved from S&P Global.
Notes: These fundamentals contextualize bonus/option value against operating scale.
Compensation Structure Analysis
- Mix shift: Guarino’s cash pay rose modestly year-over-year, while option award grant values increased (2023→2024: $45,289→$66,200), reinforcing equity-at-risk exposure amid ongoing losses .
- Guaranteed vs at-risk: Target bonus is formulaic at 30% of salary; bonuses were paid and deferred to January 15 following year, consistent across NEOs (cash discipline signal) .
- Equity risk: Significant unexercisable options at low strikes ($3.31 and $10.72) create forward alignment; earliest expirations are long-dated (2029+), limiting near-term forced selling pressure .
- Governance guardrails: Hedging banned and clawback adopted; pledging not disclosed .
Risk Indicators & Red Flags
- Dilution risk: Proposed 2025 Equity Incentive Plan initially reserves 6,000,000 shares and includes annual “evergreen” increases; initial reserve ~184% of outstanding shares on 4/21/2025 (plan-wide, not Guarino-specific) .
- Financial performance: Continuing net losses and weak TSR over 2023–2024 underpin pay-for-performance tension .
- Severance terms: CFO severance is relatively low (3 months), implying limited guaranteed protection and potential retention sensitivity if external opportunities arise .
Equity Ownership Guidelines & Pledging
- Stock ownership guidelines for executives not disclosed; compliance status not disclosed. No pledging disclosure; hedging strictly prohibited .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support ~78% in 2024; board maintained program structure; ongoing engagement cited .
Investment Implications
- Alignment: Guarino’s compensation leans toward long-dated options, with sizable unexercisable tranches at low strikes ($3.31, $10.72), aligning upside with successful execution; minimal near-term expiry reduces forced selling pressure .
- Retention: Auto-renewal and modest salary growth support stability, but only 3 months’ severance suggests retention could be sensitive to external pulls; no disclosed change-of-control protection specific to the CFO .
- Governance quality: Independent consultant review, clawback adoption, and hedging bans are positives; however, the broad scale of the 2025 equity plan (evergreen feature) elevates dilution risk for shareholders over time .
- Performance linkage: Bonuses tied to regulatory and pipeline milestones without disclosed weights/targets; with persistent net losses and low TSR, investors should monitor future pay outcomes versus tangible approvals/enrollment progress to validate pay-for-performance .