Oreola Donini - Chief Scientific Officer and Senior Vice President | SOLIGENIX (SNGX) Executive Profile & Compensation

About Oreola Donini

Oreola Donini, PhD, age 53, is Chief Scientific Officer and Senior Vice President at Soligenix (SNGX), having joined in August 2013 and serving as CSO since December 2014; she previously led preclinical R&D and co‑invented the company’s SGX94 innate defense regulator technology, with prior roles at ESSA Pharma, Inimex Pharmaceuticals, and Kinetek Pharmaceuticals . Her compensation is tied to strategic regulatory milestones, pre-launch readiness, and R&D pipeline goals; company pay-versus-performance disclosures show cumulative TSR declining and net losses across 2022–2024, highlighting challenging value creation in recent years . Key corporate performance (company-level): revenue and EBITDA remained low/negative 2022–2024; TSR value of $100 investment fell from $33 (2022) to $2 (2024); net loss ranged from $13.8M (2022) to $8.3M (2024) , with revenue/EBITDA shown below (S&P data)*.

Metric	FY 2022	FY 2023	FY 2024
Revenues ($USD)	$948,911*	$839,359*	$119,371*
EBITDA ($USD)	($14,214,342)*	($7,691,386)*	($9,433,683)*

Values retrieved from S&P Global*

Past Roles

Organization	Role	Years	Strategic Impact
ESSA Pharma Inc.	Vice President, Research & Development	2012–2013	Led preclinical testing of androgen receptor N‑terminal domain inhibitor for prostate cancer
Inimex Pharmaceuticals Inc.	Senior Director, Preclinical R&D	2007–2013	Co‑inventor/leader of SGX94; oversaw manufacturing and preclinical testing enabling Phase 1 and Phase 2 protocol clearances (oral mucositis; ABSSSI)
Kinetek Pharmaceuticals Inc.	Research roles (kinase/phosphatase inhibitors)	Pre‑2004	Discovery work in oncology and supportive care

External Roles

No current public company directorships or external board roles disclosed for Dr. Donini .

Fixed Compensation

Item	FY 2022	FY 2023	FY 2024
Base Salary ($)	$300,000	$300,000	$312,000
Target Bonus (% of Base)	30% (post‑2014 promotion)	30%	30%
Actual Bonus Paid ($)	$37,800 (paid Jan 15, 2023)	$37,800 (paid Jan 15, 2024)	$49,453 (paid Jan 15, 2025)
All Other Compensation ($)	$4,505 (health insurance)	$4,505	$4,452
Total Compensation ($)	$387,594	$387,594	$432,105

Employment agreement: initial July 2013 VP Preclinical R&D contract with automatic annual renewal; severance of three months upon termination without “Just Cause”; targeted bonus increased to 30% upon December 2014 promotion to CSO .
Annual salary increases approved: $300,000 (Dec 8, 2022), $312,000 (Dec 8, 2023), $322,920 (Dec 12, 2024) .

Performance Compensation

Annual Cash Incentive Awards (structure and outcomes)

Year	Metric Focus	Weighting	Target	Actual	Payout Mechanics
2024	Strategic regulatory milestones; pre‑launch readiness; R&D pipeline goals	Not disclosed	30% of base salary	$49,453 (deferred to Jan 15, 2025)	Committee‑determined annual cash incentive aligned to achievement of annual objectives
2023	Strategic regulatory; R&D pipeline	Not disclosed	30% of base salary	$37,800 (deferred to Jan 15, 2024)	Annual objectives; committee oversight
2022	Company objectives	Not disclosed	30% of base salary	$37,800	Annual cash incentive program

Long-Term Incentive Awards (stock options; FASB ASC 718 grant-date fair value)

Year	Option Awards ($)	Vesting Terms	Notes
2024	$66,200	Not disclosed (company-wide options typically vest in installments per award)	Standard options; valuation per ASC 718
2023	$45,289	Not disclosed	Valuation per ASC 718
2013 (initial grant)	—	One‑quarter immediately vested; remainder over 3 years	Employment agreement grant (2,666 options)

Clawback: Nasdaq‑compliant Incentive Compensation Recoupment Policy adopted in 2023; applies to equity and cash awards upon accounting restatements (recovery over prior 3 years) .
Insider trading policy: prohibits hedging and short sales; allows Rule 10b5‑1 trading plans .

Equity Ownership & Alignment

As of	Beneficial Ownership (shares)	Percent of Class	Breakdown
April 21, 2025	17,891	“*” (indicates <1%)	Includes options exercisable within 60 days; direct common shares not specified for Donini

Shares outstanding basis for percent calculation: 3,264,346 .
Equity plan context: At 12/31/2024, 229,919 options outstanding under equity plans; weighted average exercise price $21.94; 5,770,122 shares remaining available under the 2015 Plan (expiring June 20, 2025); 2025 Plan proposed with 6,000,000 shares subject to approval .

Key Outstanding Options for Donini (as of 12/31/2024)

Expiration Date	Exercise Price ($)	Exercisable (#)	Unexercisable (#)
12/30/2025	2,712.00	29	—
03/30/2027	640.80	83	—
12/06/2027	482.40	145	—
12/12/2028	232.80	166	—
12/11/2029	297.60	250	—
12/09/2030	561.60	291	—
12/08/2031	187.20	291	—
12/07/2032	129.60	273	60
12/07/2033	10.72	3,167	2,458
12/10/2034	3.31	6,250	13,750

Company states it has never issued stock appreciation rights .
Plan transfer restrictions: awards generally may not be sold or pledged prior to vesting/exercise; post‑death/disability exercise windows and change‑in‑control acceleration at Committee discretion (plan-level) .

Employment Terms

Term	Detail
Employment start	July 2013; automatic annual renewal
Current role tenure	CSO & SVP since December 2014
Base salary progression	$300,000 (Dec 8, 2022); $312,000 (Dec 8, 2023); $322,920 (Dec 12, 2024)
Target bonus	30% of base salary (post‑promotion)
Severance	3 months upon termination without “Just Cause”; accrued bonuses/vacation; health insurance benefits; no unvested options vest beyond termination date
Change-of-control	Donini’s specific CIC economics not disclosed; 2025 Plan allows acceleration/waiver at Committee discretion in certain transactions
Clawback	Incentive Compensation Recoupment Policy adopted in 2023 (cash/equity; 3‑year lookback on restatement)
Insider trading/hedging	Hedging and short sales prohibited; Rule 10b5‑1 trading plans permitted

Performance & Track Record (Company-level context during tenure)

Year	TSR – $100 Investment Value ($)	Net Income/(Loss) ($M)
2022	33	(13.8)
2023	4	(7.9)
2024	2	(8.3)

Compensation consultant: Setren & Associates engaged to review executive pay program (independent; no conflicts) .
Say‑on‑pay: ~78% support at 2024 annual meeting; company maintained program components thereafter .

Investment Implications

Pay-for-performance alignment: Annual bonuses are tied to regulatory and R&D milestones, but company TSR and net income trends were negative across 2022–2024, indicating potential disconnect between milestone achievement and shareholder returns; clawback and hedging prohibitions modestly strengthen governance .
Retention/turnover risk: Donini’s agreement auto-renews with modest severance (3 months) and ongoing salary progressions; equity incentives are option-heavy with multi-year vesting, suggesting retention value but limited guaranteed economics; no explicit CIC severance disclosed, implying lower “golden parachute” risk compared to CEOs .
Insider selling pressure: Significant tranches of options become exercisable over time with expirations stretching to 2034; 10b5‑1 plans could facilitate orderly selling, but hedging is prohibited; near-dated expirations (e.g., 2025–2027) could coincide with option exercises depending on stock price and personal liquidity planning .
Alignment and ownership: Beneficial ownership is <1% of shares outstanding and primarily composed of options exercisable within 60 days, indicating limited direct share exposure; no stock ownership guidelines or pledging disclosures for common stock were identified, a neutral-to-weak alignment signal for investors focused on “skin-in-the-game” .
Governance signals: Independent comp consultant, formal clawback, and hedging bans are positives; absence of detailed performance weighting/payout formulas reduces transparency; no evidence of option repricing or tax gross-ups in disclosures reviewed .

Citations: SNGX DEF 14A (2025, 2024). Revenue and EBITDA marked with * are Values retrieved from S&P Global.