SIGA Technologies (SIGA) Proxy filing summary

Executive summary

• Proposal to amend the 2010 Stock Incentive Plan to increase available shares for issuance by 6,500,000, raising the total to 15,000,000 shares, subject to shareholder approval at the June 9, 2026 annual meeting.

• Amendment clarifies that the 1,000,000-share annual grant limit applies only to employees, not non-employee directors, and removes erroneous compensation caps for non-employee directors.

• The amendment aims to maintain competitiveness in attracting and retaining talent by shifting more executive compensation from cash to equity awards, a strategy initiated in 2024.

• Board recommends shareholders vote in favor, citing alignment of employee and shareholder interests and the need to continue equity-based compensation programs.

Voting matters and shareholder proposals

• Shareholders are asked to approve the amendment to the 2010 Stock Incentive Plan to authorize an additional 6,500,000 shares for equity awards.

• If not approved, the company may need to increase cash compensation, which is considered less favorable for aligning interests and managing cash flow.

• All board members and executive officers are eligible for awards under the plan and have a personal interest in its approval.

Board of directors and corporate governance

• The Compensation Committee administers the plan, with authority to determine award recipients, types, and terms.

• The Board may act as the Committee if needed and can delegate award decisions to officers (excluding themselves).

• The Board retains the power to amend, suspend, or discontinue the plan, with material amendments subject to shareholder approval.