Soligenix (SNGX) Proxy Filing summary

Executive summary

• Advanced multiple clinical programs, including a second confirmatory Phase 3 trial for HyBryte™ and two Phase 2a trials for SGX302 and SGX945, with key results expected in the second half of the year.

• Maintained fiscal discipline while focusing on therapies for rare diseases and unmet medical needs.

• Director nominees bring diverse backgrounds; four of five directors are independent, enhancing board effectiveness.

• Annual Meeting scheduled for June 20, 2025, to be held virtually.

Voting matters and shareholder proposals

• Election of five directors to serve until the next Annual Meeting.

• Approval of the 2025 Equity Incentive Plan to replace the expiring 2015 plan, allowing for up to 6,000,000 shares and annual increases.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Cherry Bekaert LLP as independent auditor for 2025.

• Approval of adjournment proposal to allow further solicitation if quorum or votes are insufficient.

Board of directors and corporate governance

• Board consists of five members, four of whom are independent; average tenure is 14.2 years.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with independent directors.

• Board leadership combines CEO and Chairman roles, with independent directors providing oversight and executive sessions.

• Code of ethics and insider trading policy in place; all directors attended at least 75% of meetings in 2024.