Richard Straube
SOLIGENIXAbout Richard Straube
Richard C. Straube, MD, is Senior Vice President and Chief Medical Officer at Soligenix (SNGX), serving since January 2014; he is a board-certified pediatrician with 35+ years across academia and industry, including clinical research in host-response modulation, and holds an MD from the University of Chicago with infectious diseases fellowship at UCSD and clinical trial design training at the London School of Hygiene & Tropical Medicine as a Milbank Scholar . Age: 73 (as disclosed in the 2025 proxy); tenure at SNGX since January 2014 . Company performance context: FY 2024 net loss was ~$8.27M while cumulative Total Shareholder Return (TSR) for a $100 initial investment measured by the company was $2 (2024), $4 (2023), and $33 (2022), underscoring challenging shareholder outcomes .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 948,911 | 839,359 | 119,371 |
| Net Income ($) | (13,798,339) | (6,140,730) | (8,266,576) |
| EBITDA ($) | (14,214,342)* | (7,691,386)* | (9,433,683)* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stealth Peptides Incorporated | Chief Medical Officer | 2009–2014 | Led clinical-stage programs; host-response modulation expertise . |
| INO Therapeutics LLC | EVP R&D and Chief Scientific Officer | 1998–2007 | Responsible for trials and approval of inhaled nitric oxide for PPHN . |
| Ohmeda Corp. (Pharmaceutical Products Division) | Director of Clinical Investigations | 1995–1997 | Led clinical investigations in biopharma . |
| T-cell Sciences, Inc. | Director of Medical Affairs | 1993–1995 | Medical affairs leadership at biotechnology company . |
| Centocor, Inc. | Senior Director, Infectious Diseases & Immunology, Clinical Research | 1988–1993 | Ran initial anti-cytokine/anti-endotoxin programs; immunomodulation strategies . |
| UCSD Medical Center | Faculty (Infectious Diseases) | N/A | Research in interventional studies for serious viral infections . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 182,174 | 189,461 | 197,039 |
| Target Bonus (%) | 30% of base salary | 30% of base salary | 30% of base salary |
| Employment Status | Part-time ≥20 hours/week (per 2019 amendment) | Part-time ≥20 hours/week | Part-time ≥20 hours/week |
| All Other Compensation ($) | — | — | — |
Performance Compensation
| Metric | Weighting | Target | 2022 Actual | 2023 Actual | 2024 Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|---|
| Annual Cash Incentive (Bonus) | Not disclosed | 30% of base salary | $32,901 | $22,736 | $31,921 | Bonuses commonly deferred to Jan 15 following year | N/A (cash) |
| Stock Option Awards (Grant-date fair value) | Not disclosed | Long-term alignment; reward for stock price increases | $27,259 | $37,741 | $39,720 | Granted under equity plans (options); no SARs issued | Initial 2014 grant: 1/3 immediate; remainder over 3 years |
Notes on performance metrics: Company highlights non-financial measures linking pay to performance, including strategic regulatory milestones, pre-launch/launch readiness, and R&D pipeline goals; formal weightings are not disclosed .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Total Shares) | Common Shares Held | Options Exercisable ≤60 days | Percent of Class |
|---|---|---|---|---|
| Jul 24, 2023 | 17,007 | 534 | 16,473 | <1% |
| Apr 10, 2024 | 39,100 | 534 | 38,566 | “*” (less than 1%) |
| Apr 21, 2025 | 11,186 | 34 | 11,152 | “*” (less than 1%) |
Key outstanding options at FY 2024 year-end (totals):
- Exercisable: 2,637; Unexercisable: 2,050; sample exercise prices range from $640.80 (03/30/2027) to $3.31 (12/10/2034) with multiple expirations spanning 2027–2034 .
Outstanding options at FY 2023 year-end:
- Multiple grants, including 18,750 exercisable and 56,250 unexercisable at $0.67 (12/07/2033), along with higher legacy strike grants; detailed per-grant schedule disclosed in proxy .
Stock ownership guidelines and pledging: No specific ownership guideline compliance or pledging disclosures for Dr. Straube were identified in the cited proxy sections; beneficial ownership and option positions are disclosed as above -.
Employment Terms
| Term | Details | Source |
|---|---|---|
| Employment Start | January 2014; SVP & Chief Medical Officer | |
| Initial Agreement (2014) | Base salary $300,000; Target bonus 30% of base; Option grant for 666 shares; one-third immediate vesting, remainder over 3 years | |
| 2019 Amendment | Part-time ≥20 hours/week; base salary $170,000; auto-renew annually; severance of one month upon termination without “Just Cause”; no vesting acceleration beyond termination date | |
| Salary Adjustments | $176,868 (12/10/2020); $182,174 (12/10/2021); $189,461 (12/8/2022); $197,039 (12/8/2023); $203,935 (12/12/2024) | |
| Change-of-Control | Not specifically disclosed for Dr. Straube; provisions shown for CEO in prior filings are not asserted here | (CEO context) |
| Non-compete/Non-solicit | Not disclosed in cited sections | — |
Compensation Committee and Say-on-Pay Context
- Committee composition and independence: Dr. Rubin (Chair), Ms. Parks, Dr. Zeldis; independent under Nasdaq and Exchange Act standards .
- Consultant: Setren & Associates engaged in 2023–2024; confirmed independent; no conflicts; advised on salary, annual/equity incentive awards, and market practices .
- Program emphasis: Fixed salary plus performance-based annual cash and long-term stock options; non-financial performance measures include regulatory, launch readiness, and pipeline .
- Shareholder feedback: Say-on-pay approval ~78% at 2024 Annual Meeting; Board maintained compensation program components following review .
Investment Implications
- Alignment: Dr. Straube’s compensation has a modest cash base (part-time arrangement) and ongoing option grants that tie long-term value to stock performance; annual bonuses are targeted at 30% of base and linked to regulatory and pipeline milestones, but lack disclosed weightings—limiting external assessment of pay-for-performance rigor .
- Retention risk: Contract auto-renews annually with only one month severance on termination without “Just Cause” and no vesting acceleration—suggesting limited financial lock-in and potential retention sensitivity to external opportunities .
- Insider selling pressure: Current beneficial ownership consists primarily of options exercisable within 60 days; FY 2024 year-end totals indicate thousands of exercisable options across higher strike legacy grants and newer lower-strike awards, which may create episodic selling pressure around exercises and tax withholding, depending on market levels and expiration schedules .
- Governance signals: Independent compensation committee with external consultant; say-on-pay support at ~78% indicates acceptable shareholder tolerance, despite negative TSR and continuing losses, which investors should weigh against clinical/regulatory milestones driving incentive outcomes .
Note: Attempts to retrieve recent Form 4 transactions via the insider-trades skill were unsuccessful due to an authorization error; the above analysis relies on the latest DEF 14A and 10-K disclosures for ownership and award details [Read insider-trades SKILL.md and attempted fetch; tool error].