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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement.

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement.

☐

Definitive Additional Materials.

☐

Soliciting Material Pursuant to §240.14a-12

SOLIGENIX, INC.

(Name of Registrant as Specified in Its Charter)

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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August 7, 2023

“We remain committed to the long-term interests of our stockholders as we advance our late-stage rare disease pipeline, while also continuing to evaluate all potential strategic options to increase value, including, but not limited to, in-licensing, partnership and merger and acquisition opportunities.”

[MISSING IMAGE: ph_christopherschaber-pn.gif]

Dear Stockholder:

We appreciate your investment and support of our company. This continues to be a very important year for us. We remain energized by the promise of our rare disease pipeline as we focus on advancing HyBryte™ (SGX301 or synthetic hypericin) as a potential new first-in-class treatment option for the cutaneous T-cell lymphoma (“CTCL”) community of patients, families and healthcare professionals. With positive results already demonstrated in our Phase 3 FLASH (Fluorescent Light And Synthetic Hypericin) study with HyBryte™ in CTCL, we are now collaboratively engaged in active discussions with the U.S. Food and Drug Administration (“FDA”) in order to define a feasible and highly executable trial design for the second confirmatory Phase 3 clinical trial required by the FDA in support of potential U.S. marketing approval. In addition, we are engaging in similar discussions regarding potential marketing approval with regulatory authorities outside the U.S. (e.g., the European Medicines Agency).

We continue to actively enroll patients in our Phase 2a clinical trial evaluating SGX302 (synthetic hypericin) in the treatment of mild-to-moderate psoriasis, after observing a clear biological signal in the initial five patients, with the majority of patients recording an improvement in the PASI (psoriasis area and severity index) score. Under our Public Health Solutions business segment, we continue to advance our proprietary heat stable vaccine platform technology ThermoVax®, including development of novel filovirus vaccine candidates (protecting against viruses such as Sudan Ebola and Marburg), a COVID-19 (Coronavirus Disease 2019) vaccine candidate, CiVax™, and a ricin toxin vaccine, RiVax®. We remain committed to the long-term interests of our stockholders as we advance our late-stage rare disease pipeline, while also continuing to evaluate all potential strategic options to increase value, including, but not limited to, in-licensing, partnership and merger and acquisition opportunities.

In support of these efforts, our director nominees represent a wide range of backgrounds and expertise. We believe our diversity of experiences, perspectives, and skills contributes to the Board of Directors’ effectiveness in managing risk and providing guidance that positions the Company for long-term success. Of our five directors, four are independent, which includes all committee members.

This Proxy Statement contains details of the business to be conducted during the Annual Meeting and describes our corporate governance policies and practices. In addition to communicating information and our perspectives, we also believe in the value of listening to our stockholders. Feedback from our stockholders helps us prioritize our efforts and enhance our transparency.

Whether or not you participate in the Annual Meeting, it is important that your shares be represented and voted during the meeting. We urge you to promptly vote and submit your proxy (1) via the Internet (2) by telephone or (3) if you received your proxy materials by mail, by signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience.

As we look to the year ahead, we remain excited about the opportunities we have in terms of our business, stockholder value creation, and positive impacts on a global scale. Thank you for the opportunity to serve you and our company as directors. On behalf of all directors, I extend our gratitude for your support and request that you vote in the affirmative for the proposals to be considered at the Annual Meeting to assure we are properly positioned for potential growth and success in the future.

Sincerely,

Christopher J. Schaber, PhD
Chairman of the Board of Directors, President and Chief Executive Officer

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Notice of Annual Meeting of Stockholders

	MEETING AGENDA
2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD: Virtually at www.virtualshareholdermeeting.com/ sngx2023 DATE AND TIME: Thursday, September 21, 2023 at 9:00 a.m., Eastern Daylight Time.	1	To elect five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified;
	2	To hold an advisory vote on executive compensation;
	3	To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023; and
	4	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Who May Vote:

Admittance to the virtual meeting will be limited to stockholders. The Board of Directors has fixed the close of business on July 24, 2023 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the meeting. A list of stockholders eligible to vote at the meeting will be available for inspection for a period of 10 days prior to the meeting, during regular business hours, at our corporate headquarters at the address set forth above. If you want to inspect the stockholder list prior to the meeting, please call our Corporate Secretary at (609) 538-8200 to schedule an appointment. In addition, the list of stockholders also will be available during the Annual Meeting through the meeting website for stockholders who choose to attend.

How to attend:

You will need to have your 16-Digit Control Number included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials to join the Annual Meeting.

Please Vote As Soon As Possible in one of the following ways:

				BY INTERNET: www.proxyvote.com and follow the instructions (have your proxy card available)
				BY PHONE: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available)
				BY MAIL: If you have received a proxy card, mark your vote, sign your name exactly as it appears on your proxy card, date your card and return it in the envelope provided.

By Order of the Board of Directors,

Christopher J. Schaber, PhD
President and Chief Executive Officer

Princeton, New Jersey
August 7, 2023

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Note About Forward-Looking Statements

This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

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Note Regarding Reverse Stock Split

On February 9, 2023, we completed a reverse stock split of our issued and outstanding shares of Common Stock at a ratio of one-for-fifteen, whereby, every fifteen shares of our issued and outstanding Common Stock was converted automatically into one issued and outstanding share of Common Stock without any change in the par value per share. No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole number. Our Common Stock began trading on The NASDAQ Capital Market on a reverse split basis at the market opening on February 10, 2023. All share and per share data included herein have been restated to reflect this reverse stock split.

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Table of Contents

	Proxy Guide					1
	About Us					1
	Voting Guide					2
	Director Nominee Highlights					3
	Proxy Statement					4
	Proposal 1 – Election of Directors					6
	Director Nominees					7
	Board Leadership Structure					9
	Director Independence					9
	Corporate Governance					10
	Code of Ethics					10
	Committees of the Board of Directors					10
	Environmental, Social and Governance					12
	Diversity Considerations in Identifying Director Nominees					13
	Board of Directors Diversity Matrix					14
	Report of the Audit Committee of the Board of Directors					15
	Risk Oversight					16
	Proposal 2 – Advisory Vote on Executive Compensation					17
	Proposal 3 – Ratification of Independent Auditors					18
	Security Ownership of Principle Stockholders and Management					20
	Equity Compensation Plan Information					22
	Executive Officers					23
	Executive Compensation					25
	Overview of 2022 Executive Compensation Program					25
	Executive Compensation Review					25
	Summary Compensation					26
	Employment and Severance Agreements					26
	Outstanding Equity Awards at Fiscal Year-End					28
	Pay Versus Performance					29
	Compensation of Directors					31
	Consideration and Determination of Executive and Director Compensation					31
	Compensation Committee Interlocks and Insider Participation in Compensation Decisions					32
	Transactions with Related Persons					32
	Stock Performance Graph					33
	Other Matters					34
	Electronic Delivery of Proxy Materials

	PURPOSE OF THESE MATERIALS:
	This Proxy Statement has been prepared and is distributed and made available by the board of directors (the “Board of Directors”) of Soligenix, Inc. in connection with the solicitation of proxies for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Eastern Daylight Time, on Thursday, September 21, 2023, and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
	ACCESS THE MEETING:
	The Annual Meeting will be held entirely online. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/ sngx2023. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials.
	MORE INFORMATION:
	Unless the context indicates otherwise, as used in this Proxy Statement, the terms “we,” “us” “our” and “our Company” refer to Soligenix, Inc.
	This Proxy Statement and the accompanying form of proxy will be distributed to stockholders, and will be made available for viewing, downloading and printing by stockholders at www.proxyvote.com, on or about August 7, 2023. Our Annual Report on Form 10-K for the year ended December 31, 2022 (which does not form a part of the proxy solicitation materials) is being distributed and made available concurrently herewith to stockholders.
	SOLIGENIX, INC.
	29 Emmons Drive, Suite B-10 Princeton, New Jersey 08540

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Proxy Guide

About Us

				Soligenix, Inc. is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need.
	www.soligenix.com Nasdaq: SNGX

TWO AREAS OF FOCUS:


	Specialized BioTherapeutics				Public Health Solutions
	segment dedicated to the development of products for orphan diseases and areas of unmet medical need in oncology and inflammation				segment that develops vaccines and therapeutics for military and civilian applications in the areas of ricin exposure, emerging and antibiotic resistant infectious disease, and viral disease including Ebola, Marburg and COVID-19

DEVELOPMENT PIPELINE – RARE DISEASES

2023 Proxy Statement

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Your Vote is Important.

Even if you to participate in the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting. You may vote your shares via the Internet, telephone or mail as more fully described below:

				BY INTERNET: www.proxyvote.com and follow the instructions (have your proxy card available)
				BY PHONE: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available)
				BY MAIL: If you have received a proxy card, mark your vote, sign your name exactly as it appears on your proxy card, date your card and return it in the envelope provided.

Voting Guide

	PROPOSAL 1 (see pages 6-9)
	To elect five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified;						OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
	The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.

	PROPOSAL 2 (see page 17)
	To hold an advisory vote on executive compensation						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this “Say-on-Pay” advisory proposal because our compensation program attracts top talent commensurate with our peers and reinforces our “Pay for Performance” philosophy.

	PROPOSAL 3 (see pages 18-19)
	To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023						OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR the ratification of EisnerAmper LLP. We believe EisnerAmper has sufficient knowledge and experience to provide our company with a wide range of services that are on par with the best offered in the industry.

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Director Nominee Highlights

Committee Composition

Name
Age
Director Since

Primary (Or Former) Occupation

Audit

Compensation

Nominating &
Corporate
Governance

Christopher J.
Schaber, PhD
56
2006

Chairman, President and CEO of Soligenix, Inc.

Gregg A.
Lapointe, CPA, MBA
64
2009

CEO of Cerium Pharmaceuticals

Diane L.
Parks, MBA
70
2019

Head of U.S. Commercial and Senior Vice President of Marketing, Sales & Market Research at Kite Pharma, Inc.

Robert J.
Rubin, MD
77
2009

Professor of Medicine at Georgetown

Jerome B.
Zeldis, MD, PhD
73
2011

Chief Medical Officer of Celgene Corporation

= Chairperson

= Member

Age	Tenure	Ethnic/Gender Diversity

Average Age = 68	Average Years Served = 12.4

2023 Proxy Statement

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SOLIGENIX, INC.
29 Emmons Drive, Suite B-10
Princeton, New Jersey 08540

Annual Meeting of Stockholders
Thursday, September 21, 2023

Proxy Statement

This Proxy Statement has been prepared and is distributed and made available by the board of directors (the “Board of Directors”) of Soligenix, Inc. in connection with the solicitation of proxies for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Eastern Daylight Time, on Thursday, September 21, 2023, and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/ sngx2023 and entering the 16-digit control number included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials. Unless the context indicates otherwise, as used in this Proxy Statement, the terms “we,” “us” “our” and “our Company” refer to Soligenix, Inc.

This Proxy Statement and the accompanying form of proxy will be distributed to stockholders, and will be made available for viewing, downloading and printing by stockholders at www.proxyvote.com, on or about August 7, 2023. Our Annual Report on Form 10-K for the year ended December 31, 2022 (which does not form a part of the proxy solicitation materials) is being distributed and made available concurrently herewith to stockholders.

Voting Securities; Voting Your Shares; Proxies; Required Vote

VOTING SECURITIES

Each holder of record of our common stock, par value $0.001 per share (“Common Stock”), at the close of business on July 24, 2023 will be entitled to one vote for each share of Common Stock owned on that date as to each matter presented at the Annual Meeting. On July 24, 2023, 9,841,854 shares of Common Stock were outstanding.

VOTING YOUR SHARES

The Annual Meeting will be held entirely online. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/sngx2023. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to participate in the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting. You may vote your shares via the Internet, telephone or mail as more fully described below:

•

By Internet: Go to www.proxyvote.com and follow the instructions (have your proxy card available);

•

By Telephone: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available); and

•

By Mail: If you have received a proxy card, mark your vote, sign your name exactly as it appears on your proxy card, date your card and return it in the envelope provided.

PROXIES

You cannot vote your shares at the meeting unless you vote electronically or are represented by proxy. All properly executed and unrevoked proxies that are received in time for the meeting will be voted at the meeting or any adjournment or postponement thereof in accordance with instructions thereon, or if no instructions are given, will be voted as follows:

2023 Proxy Statement

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“FOR ALL” in the election of all of the named nominees as directors;

“FOR” the approval, on an advisory basis, of the compensation of our executive officers;

“FOR” the ratification of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023; and

In accordance with the judgment of the persons appointed as proxies with respect to other matters which properly come before the Annual Meeting.

Stockholders of record may revoke their proxy at any time before the electronic polls close by submitting a later-dated vote online during the Annual Meeting, via the Internet, by telephone, or by mail, or by delivering written instructions to our Corporate Secretary before the Annual Meeting commences. Beneficial stockholders may revoke any prior voting instructions by contacting the broker, bank, or other nominee that holds their shares or by voting online during the meeting.

REQUIRED VOTE

The affirmative vote of the holders of a plurality of the shares of Common Stock represented at the Annual Meeting in person or by proxy is required for each nominee to be elected as a director in the election of directors.

The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the meeting is required to approve, on an advisory basis, the compensation of our executive officers.

The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the meeting is required for the ratification of the appointment of EisnerAmper LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023.

Proposal 1 (the election of five directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified); and Proposal 2 (the advisory vote on executive compensation) are considered “non-routine” matters. Proposal 3 (the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the year ending December 31, 2023) is considered a “routine” matter. Banks, brokers, or other nominees (“Brokers”) who hold shares on behalf of beneficial stockholders have discretion to vote such shares with respect to “routine” matters without receiving voting instructions from the beneficial holders of the shares. However, Brokers who hold shares on behalf of beneficial stockholders do not have discretion to vote such shares with respect to “non-routine” matters if they do not receive voting instructions from the beneficial holders of the shares. If no instruction is given to Brokers with respect to “non-routine” matters, a “broker non-vote” is recorded for each such uninstructed share.

Stockholders are not allowed to cumulate their votes in the election of directors. In voting for Proposal 1 (the election of five directors), abstentions and broker non-votes will be disregarded and not treated as votes cast and, therefore, will not affect the outcome of the election. Abstentions will have the same effect as votes against (1) Proposal 2 (the advisory vote on executive compensation); and (4) Proposal 3 (the ratification of the appointment of EisnerAmper LLP). Broker non-votes will not be counted as votes against (A) Proposal 2 (the advisory vote on executive compensation); and (B) Proposal 3 (the ratification of the appointment of EisnerAmper LLP), or as shares present or represented at the meeting for these proposals. As Proposal 3 (the ratification of the appointment of EisnerAmper LLP) will be considered a “routine” matter, we do not expect that any “broker-non-votes” will be recorded for such Proposal.

QUORUM

The required quorum for the transaction of business at the Annual Meeting is a majority of the voting power of shares of Common Stock issued and outstanding on the record date. Shares represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at the meeting.

No Appraisal Rights

Stockholders will not have any appraisal rights in connection with any of the proposals to be voted on at the Annual Meeting.

2023 Proxy Statement

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Proposal 1: Election of Directors

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors recommends that you vote “FOR ALL” in the election of directors.

Upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board of Directors has nominated Christopher J. Schaber, PhD, Gregg A. Lapointe, CPA. MBA, Diane L. Parks, MBA, Robert J. Rubin, MD, and Jerome B. Zeldis, MD, PhD for election to the Board of Directors. Each nominee has consented to being named a nominee in this Proxy Statement and has agreed to serve as a director if elected at the Annual Meeting.

Unless otherwise directed, the persons appointed in the form of proxy intend to vote at the Annual Meeting “FOR ALL” in the election of directors, which would be a vote for the election of each of Dr. Schaber, Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis as a director to serve until our next Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified. If any nominee is unable to be a candidate when the election takes place, the shares represented by valid proxies will be voted in favor of such substitute nominee as the Board of Directors recommends or to allow the vacancy to remain open until filled by the Board of Directors, as determined by the Board of Directors. The Board of Directors does not currently anticipate that any nominee will be unable to be a candidate for election. Each director elected to the Board of Directors will serve until the next Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified, unless he or she dies, resigns or is removed from office prior to that time.

The table below contains information regarding the current members of the Board of Directors. The ages of individuals are provided as of July 24, 2023:

Name	Age	Position
Christopher J. Schaber, PhD	56	Chairman of the Board, Chief Executive Officer and President
Gregg A. Lapointe, CPA, MBA	64	Director
Diane L. Parks, MBA	70	Director
Robert J. Rubin, MD	77	Director
Jerome B. Zeldis, MD, PhD	73	Director

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Director Nominees

	Christopher J. Schaber, PhD						Director Since: August 2006
	Age 56			Biography Christopher J. Schaber, PhD has over 33 years of experience in the pharmaceutical and biotechnology industry. Dr. Schaber has been our President and Chief Executive Officer and a director since August 2006. He was appointed Chairman of the Board in October 2009. He also has served on the board of directors of the Biotechnology Council of New Jersey (“BioNJ”) since January 2009 and the Alliance for Biosecurity since October 2014, and has been a member of the corporate council of the National Organization for Rare Disorders (“NORD”) since October 2009. He also serves on the scientific advisory board for private start-up medical device company, Simphotek, Inc. Prior to joining Soligenix, Dr. Schaber served from 1998 to 2006 as Executive Vice President and Chief Operating Officer of Discovery Laboratories, Inc., where he was responsible for overall pipeline development and key areas of commercial operations, including regulatory affairs, quality control and assurance, manufacturing and distribution, pre-clinical and clinical research, and medical affairs, as well as coordination of commercial launch preparation activities. From 1996 to 1998, Dr. Schaber was a co-founder of Acute Therapeutics, Inc., and served as its Vice President of Regulatory Compliance and Drug Development. From 1994 to 1996, Dr. Schaber was employed by Ohmeda PPD, Inc., as Worldwide Director of Regulatory Affairs and Operations. From 1989 to 1994, Dr. Schaber held a variety of regulatory, development and operations positions with The Liposome Company, Inc., and Elkins-Sinn Inc., a division of Wyeth-Ayerst Laboratories. Dr. Schaber received his BA degree from Western Maryland College, his MS degree in Pharmaceutics from Temple University School of Pharmacy and his PhD degree in Pharmaceutical Sciences from the Union Graduate School. During his career, Dr. Schaber has played a significant role in raising in excess of $350 million through both public offerings and private placements, as well as approximately $100 million in non-dilutive funding awards from state and federal governmental agencies

Dr. Schaber was selected to serve as a member of our Board of Directors because of his extensive experience in drug development and pharmaceutical operations, including his experience as a senior executive officer with our Company and Discovery Laboratories, Inc., and as a member of the board of directors of BioNJ and Simphotek; because of his proven ability to raise funds and provide access to capital; and because of his advanced degrees in science and business.

	Gregg A. Lapointe, CPA, MBA						Director Since: March 2009
	Age 64			Biography Gregg A. Lapointe, CPA, MBA has been a director since March 2009. Mr. Lapointe is currently CEO of Cerium Pharmaceuticals, Inc. and serves on the board of directors of Rigel Pharmaceuticals, Inc., and Astria Therapeutics, Inc. as well as other private biopharma companies. Mr. Lapointe has previously served on the board of directors of ImmunoCellular Therapeutics Ltd., Raptor Pharmaceuticals, Inc., SciClone Pharmaceuticals, Inc., the Pharmaceuticals Research and Manufacturers of America (PhRMA), Questcor Pharmaceuticals, Inc. and the board of trustees of the Keck Graduate Institute of Applied Life Sciences. He previously served in varying roles for Sigma-Tau Pharmaceuticals, Inc. (now known as Leadiant Biosciences, Inc.), a private biopharmaceutical company, from September 2001 through February 2012, including Chief Operating Officer from November 2003 to April 2008 and Chief Executive Officer from April 2008 to February 2012. From May, 1996 to August 2001, he served as Vice President of Operations and Vice President, Controller of AstenJohnson, Inc. (formerly JWI Inc.). Prior to that, Mr. Lapointe spent several years in the Canadian medical products industry in both distribution and manufacturing. Mr. Lapointe began his career at Price Waterhouse. Mr. Lapointe received his B.A. degree in Commerce from Concordia University in Montreal, Canada, a graduate diploma in Accountancy from McGill University and his M.B.A. degree from Duke University. He is a C.P.A. in the state of Illinois.

Mr. Lapointe was selected to serve as a member of our Board of Directors because of his significant experience in the areas of global strategic planning and implementation, business development, corporate finance, and acquisitions, and his experience as an executive officer and board member in the pharmaceutical and medical products industries.

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	Diane L. Parks, MBA						Director Since: July 2019
	Age 70			Biography Diane L. Parks, MBA has been a director since July 2019. From February 2016 until July 2018, she served as Head of U.S. Commercial and Senior Vice President of Marketing, Sales & Market Research at Kite Pharma, Inc., a biopharma company developing cancer immunotherapy products with a primary focus on genetically engineered autologous T cell therapy with chimeric antigen receptors. From October 2014 to October 2015, Ms. Parks served as Vice President of Global Marketing at Pharmacyclics LLC, a biopharmaceutical company primarily focused on the development of cancer therapies. Prior to Pharmacyclics LLC, Ms. Parks held senior leadership roles as Vice President of Sales for Amgen, Inc., a biopharmaceutical company, representing oncology and nephrology products, and Senior Vice President of Specialty Biotherapeutics and Managed Care at Genentech, Inc., a biotechnology company that discovers, develops, manufactures and commercializes medicines to treat patients with serious or life-threatening medical conditions that was acquired by Roche Holding AG in 2009. At Genentech, she led the launches of multiple products as well as commercial development of Lucentis® and Rituxan®. Since 2019, she has been a member of the board of directors of several biopharmaceutical companies trading on the Nasdaq including Calliditas Therapeutics AB, Kura Oncology, Inc., CTI BioPharma and Celularity. She also serves on the board of directors for TriSalus Life Sciences, a private biopharmaceutical company. Since September 2020, Ms. Parks has been a member of the board of directors for a non-profit company called Lymphoma Research Foundation, which is devoted exclusively to funding lymphoma research and serving those impacted by blood cancer. Ms. Parks holds a BS from Kansas State University and an MBA in marketing from Georgia State University. She has been a commercial leader in the biotech and pharma industry for over 30 years.

Ms. Parks was selected to serve as a member of our Board of Directors because of her over 30 years’ experience as a businesswoman and commercial executive with an extensive record of driving profitable growth for large pharmaceutical and biotech companies.

	Robert J. Rubin, MD						Director Since: October 2009
	Age 77			Biography Robert J. Rubin, MD has been a director since October 2009. Dr. Rubin was a clinical professor of medicine at Georgetown University from 1995 until 2012 when he was appointed a Distinguished Professor of Medicine. From 1987 to 2001, he was President of the Lewin Group (purchased by Quintiles Transnational Corp. in 1996), an international health policy and management consulting firm. From 1994 to 1996, Dr. Rubin served as Medical Director of ValueRx, a pharmaceutical benefits company. From 1992 to 1996, Dr. Rubin served as President of Lewin-VHI, a health care consulting company. From 1987 to 1992, he served as President of Lewin-ICF, a health care consulting company. From 1984 to 1987, Dr. Rubin served as a principal of ICF, Inc., a health care consulting company. From 1981 to 1984, Dr. Rubin served as the Assistant Secretary for Planning and Evaluation at the Department of Health and Human Services and as an Assistant Surgeon General in the U.S. Public Health Service. Dr. Rubin currently serves on the Board of Cerium Pharmaceuticals where he is also the acting Chief Medical Officer since July 2022. Dr. Rubin has served on the Board of BioTelemetry, Inc. (formerly known as CardioNet, Inc.) from 2007 to February 2021. He is a board certified nephrologist and internist. Dr. Rubin received an undergraduate degree in Political Science from Williams College and his medical degree from Cornell University Medical College.

Dr. Rubin was selected to serve as a member of our Board of Directors because of his vast experience in the health care industry, including his experience as a nephrologist, internist, clinical professor of medicine and Assistant Surgeon General, and his business experience in the pharmaceutical industry.

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	Jerome B. Zeldis, MD, PhD						Director Since: June 2011
	Age 73			Biography Jerome B. Zeldis, MD, PhD has been a director since June 2011. In March 2023, Dr. Zeldis retired as Executive Vice President, Research and Development of Neximmune. He was the Chief Medical Officer and President of Clinical Research, Drug Safety and Regulatory of Sorrento Therapeutics, Inc. and Celularity, Inc. Previously, Dr. Zeldis was Chief Executive Officer of Celgene Global Health and Chief Medical Officer of Celgene Corporation, a publicly traded, fully integrated biopharmaceutical company. He was employed by Celgene Corporation from 1997 to 2016. From September 1994 to February 1997, Dr. Zeldis worked at Sandoz Research Institute and the Janssen Research Institute in both clinical research and medical development. He has been a board member of several biotechnology companies and is currently on the boards of Metastat, Inc., PTC Therapeutics Inc., BioSig Technologies, Inc., the Castleman’s Disease Organization and Alliqua, Inc. He has previously served on the boards of the NJ Chapter of the Arthritis Foundation and PTC Therapeutics, Inc. Additionally, he has served as Assistant Professor of Medicine at the Harvard Medical School (from July 1987 to September 1988), Associate Professor of Medicine at University of California, Davis from (September 1988 to September 1994), Clinical Associate Professor of Medicine at Cornell Medical School (January 1995 to December 2003) and Professor of Clinical Medicine at the Robert Wood Johnson Medical School (July 1998 to June 2010). Dr. Zeldis received a BA and an MS from Brown University, and an MD, and a PhD in Molecular Biophysics and Biochemistry from Yale University. Dr. Zeldis trained in Internal Medicine at the UCLA Center for the Health Sciences and in Gastroenterology at the Massachusetts General Hospital and Harvard Medical School.

Dr. Zeldis was selected to serve as a member of our Board of Directors because of his experience as an executive officer of a publicly traded biopharmaceutical company and in clinical research and medical development, and his experience in the health care industry, including his experience as an internist, gastroenterologist and professor of medicine.

Board Leadership Structure

Our Board of Directors believes that Dr. Schaber’s service as both the Chairman of our Board of Directors and our Chief Executive Officer is in the best interest of our Company and our stockholders. Dr. Schaber possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing our Company and our business and, therefore, is best positioned to develop agendas that ensure that the Board of Directors’ time and attention are focused on the most important matters. His combined role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees, and collaborative partners.

Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis, each of whom is nominated for election as a director, are independent and the Board of Directors believes that the independent directors provide effective oversight of management. Moreover, in addition to feedback provided during the course of meetings of the Board of Directors, the independent directors hold executive sessions. Following an executive session of independent directors, the independent directors’ report back to the full Board of Directors regarding any specific feedback or issues, provide the Chairman with input regarding agenda items for Board of Directors and Committee meetings, and coordinate with the Chairman regarding information to be provided to the independent directors in performing their duties. The Board of Directors believes that this approach appropriately and effectively complements the combined Chairman/Chief Executive Officer structure.

Although we believe that the combination of the Chairman and Chief Executive Officer roles is appropriate under the current circumstances, our corporate governance guidelines do not establish this approach as a policy, and the Board of Directors may determine that it is more appropriate to separate the roles in the future.

Director Independence

The Board of Directors has determined that Mr. Lapointe, Ms. Parks, Dr. Rubin, and Dr. Zeldis, each of whom is nominated for election as a director, are “independent” as such term is defined by the applicable listing standards of The NASDAQ Stock Market LLC (“Nasdaq”). Our Board of Directors based this determination primarily on a review of the responses of the Directors to questionnaires regarding their employment, affiliations and family and other relationships.

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Corporate Governance

Pursuant to our Certificate of Incorporation and Bylaws, our business and affairs are managed under the direction of the Board of Directors. Members of the Board of Directors are kept informed of our business through discussions with senior management, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.

The Board of Directors held four meetings in 2022, and each current director who served as a director during 2022, attended at least 75% of the aggregate number of meetings of the Board of Directors held during 2022 and of all committees of the Board of Directors on which he or she served during 2022.

We typically schedule a meeting of the Board of Directors in conjunction with our Annual Meeting and expect that all directors will attend, absent a valid reason, such as a scheduled conflict. Last year, all of the individuals then serving as directors attended the 2022 Annual Meeting.

Code of Ethics

We have adopted a code of ethics that applies to all our executive officers and senior financial officers (including our chief executive officer, chief financial officer, chief accounting officer and any person performing similar functions). A copy of our code of ethics is publicly available on our website at www.soligenix.com under the “Investors — Corporate Governance” section. If we make any substantive amendments to our code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our chief executive officer, chief financial officer or chief accounting officer, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K.

Committees of the Board of Directors

Our Board of Directors has the following three committees: (1) Compensation, (2) Audit and (3) Nominating and Corporate Governance. Our Board of Directors has adopted a written charter for each of these committees, which are available on our website at www.soligenix.com under the “Investors — Corporate Governance” section.


AUDIT	COMPENSATION	NOMINATING & CORPORATE GOVERNANCE
Gregg A. Lapointe, CPA (Chair) Diane L. Parks, MBA Robert J. Rubin, MD	Robert J. Rubin, MD (Chair) Diane L. Parks, MBA Jerome B. Zeldis, MD, PhD	Jerome B. Zeldis, MD, PhD (Chair) Gregg A. Lapointe, CPA Robert J. Rubin, MD

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Audit Committee		Meetings in 2022: 5
Mr. Lapointe (Chair)	Ms. Parks	Dr. Rubin
• The Audit Committee assists our Board of Directors in monitoring the financial reporting process, the internal control structure and the independent registered public accounting firm. • Its primary duties are to serve as an independent and objective party to monitor the financial reporting process and internal control system, to review and appraise the audit effort of the independent registered public accounting firm and to provide an open avenue of communication among the independent registered public accounting firm, financial and senior management, and our Board of Directors. • Our Board of Directors has determined that Mr. Lapointe, Ms. Parks and Dr. Rubin, each of whom is nominated for election as a director, are “independent” directors, within the meaning of applicable listing standards of Nasdaq and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder. • Our Board of Directors has also determined that the members of the Audit Committee are qualified to serve on the committee and have the experience and knowledge to perform the duties required of the committee and that Mr. Lapointe qualifies as an “audit committee financial expert” as that term is defined in the applicable rules and regulations of the Exchange Act and Nasdaq. • The Audit Committee met five times during the fiscal year ended December 31, 2022.

Compensation Committee		Meetings in 2022: 1
Dr. Rubin (Chair)	Ms. Parks	Dr. Zeldis
• The Compensation Committee is responsible for reviewing and approving the executive compensation program, assessing executive performance, setting salary, making grants of annual incentive compensation and approving certain employment agreements. • Our Board of Directors has determined that Dr. Rubin, Ms. Parks and Dr. Zeldis are “independent” directors within the meaning of applicable listing standards of Nasdaq and the Exchange Act and the rules and regulations thereunder. • The Compensation Committee met one time during the fiscal year ended December 31, 2022

Nominating and Corporate Governance Committee		Meetings in 2022: 1
Dr. Zeldis (Chair)	Mr. Lapointe	Dr. Rubin
• The Nominating Committee makes recommendations to the Board of Directors regarding the size and composition of our Board of Directors, establishes procedures for the nomination process, identifies and recommends candidates for election to our Board of Directors. • Our Board of Directors has determined that Dr. Zeldis, Mr. Lapointe and Dr. Rubin, each of whom is nominated for election as a director, are “independent” directors, as such term is defined by the applicable Nasdaq listing standards. • The Nominating Committee met one time during the fiscal year ended December 31, 2022.

In considering candidates for the Board of Directors, the Nominating Committee considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a nominee. However, the Nominating Committee believes that all members of the Board of Directors should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board of Directors matters, and no conflict of interest that would interfere with performance as a director. In the case of current directors being considered

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for nomination, the Nominating Committee also takes into account the director’s history of attendance at meetings of the Board of Directors or its committees, the director’s tenure as a member of the Board of Directors, and the director’s preparation for and participation in such meetings.

Stockholders who wish to suggest qualified candidates should write to the Office of the Secretary, Soligenix, Inc., 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540, specifying the name of the candidates and stating in detail the qualifications of such persons for consideration by the Nominating Committee. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation. Stockholders who wish to nominate a candidate for election at an Annual Meeting of Stockholders must otherwise comply with our Bylaws regarding stockholder proposals and nominations. See “Deadline for Stockholder Proposals” contained herein.

Environmental, Social and Governance (“ESG”)

We are committed to developing and commercializing novel products to treat rare diseases where there is an unmet medical need, including orphan diseases and areas of unmet medical need in oncology and inflammation as well as development of vaccines and therapeutics in the areas of ricin exposure, emerging and antibiotic resistant infectious disease, and viral disease including Ebola, Marburg and COVID-19.

The Nominating Committee, consisting of Dr. Zeldis, Mr. Lapointe and Dr. Rubin, provides oversight of our philosophies and policies relating to ESG topics and operational controls of environmental, health and safety, and social risks, and is committed to supporting our efforts to operate as a sound corporate citizen. We believe that an integrated approach to business strategy, corporate governance and corporate citizenship creates long-term value. The following summary highlights certain of our policies and initiatives in these areas.

We are committed to operating with integrity, contributing to the local communities, promoting diversity and inclusion, developing our employees and being thoughtful stewards of natural resources. We are also focused on the security of our data and safeguarding our supplier’s and clients’ privacy.

ESG HIGHLIGHTS

Healthy and Safe Work Environment

•

Commitment to comply with all applicable health and safety laws, regulations and other requirements to which we subscribe.

•

Integration of health and safety considerations into business decisions to ensure health and safety of our employees and the community.

•

Equal employment opportunity hiring practices, policies and management of employees.

•

Anti-harassment policy that prohibits hostility or aversion towards individuals in protected categories, and prohibits sexual harassment in any form, and details how to report and respond to harassment issues and strictly prohibits retaliation against any employee for reporting harassment.

•

Since January 1, 2021, we have not been a party to any suits, investigations, inquiries or other proceedings relating to occupational safety and health, nor have any such proceedings been overtly threatened.

•

During 2021 and 2022, we had no work-related fatalities or occupational diseases and no workplace injuries.

Diversity and Inclusion

•

Committed to fostering and promoting an inclusive and globally diverse work environment. Of our total employee base, 50.0% identify as female, one of which is an officer of the Company, 21.4% identify as underrepresented minorities and 7.1% identify as LGBTQ+, under the definitions of Nasdaq’s diversity rules.

•

Formal policy that forbids discrimination based on protected classifications.

•

One director identifying as female under Nasdaq’s diversity rules, representing 25.0% of the non-executive members of the Board.

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Prevention of Human Trafficking and Forced and Child Labor

•

Prohibition on employment of anyone under the age of 16 in any position, and workers under the age of 18 for hazardous work, overtime, or night shift work.

Wage and Hour Standards

•

Working hours not to exceed the maximum set by local law.

•

Commitment to comply with applicable wage laws, including those related to minimum wages, overtime hours, and legally mandated benefits.

Privacy and Data Security

•

Maintaining privacy policies, management oversight, and accountability structures to protect privacy and personal data.

Business Conduct and Ethics Codes

•

A strong corporate culture that promotes the highest standards of ethics and compliance for our business; the majority of our directors have an extensive background and experience in risk management.

•

Code of Business Conduct and Ethics sets forth principles to guide employee and director conduct.

Environment

•

Commitment to environmental protection and conservation of natural resources through innovative processes and continuous improvement methodologies.

•

Commitment to continue to invest in energy conservation, work to reduce our environmental footprint, and adhere to environmental laws, regulations, policies and goals.

Governance

•

Strong focus on corporate governance since inception, striving for best practices in corporate governance.

Stakeholder Involvement

•

Commitment to receive feedback from such stakeholders to help improve ESG-related policies, the implementation thereof and our performance thereunder.

Anti-Bribery and Corruption Policies

•

Policies prohibiting improper or unauthorized expenditures (including commercial and public bribery) and other improper payment schemes.

•

Mechanism for confidential reporting of any suspected violations.

As reflected above, we have adopted a number of practices and policies that highlight our commitment to social and environmental responsibility and that seek to promote sustainability and health and well-being in the operation of our business. These practices are designed to position us as a supplier of choice to our prospective customers, an employer of choice to our existing and prospective employees, and a neighbor of choice in our communities. We are committed to the ethical and environmentally responsible operation of our business and have undertaken a number of initiatives to reduce our environmental impact and to ensure a healthy and safe workplace.

DIVERSITY CONSIDERATIONS IN IDENTIFYING DIRECTOR NOMINEES

We do not have a formal diversity policy or set of guidelines in selecting and appointing directors that comprise our Board of Directors. However, when making recommendations to our Board of Directors regarding the size and composition of our Board of Directors, our Nominating Committee does consider each individual director’s qualifications, skills, business experience and capacity to serve as a director and the diversity of these attributes for the Board of Directors as a whole.

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Board of Directors Diversity Matrix

Board Diversity Matrix (As of July 24, 2023)

Total Number of Directors

	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		1		4		—		—
Part II: Demographic Background
African American or Black		—		—		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		—		—		—
Hispanic or Latinx		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		1		4		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+		—		—		—		—
Did Not Disclose Demographic Background		—		—		—		—

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Report of the Audit Committee of the Board of Directors(1)

The Audit Committee submits the following report for the year ended December 31, 2022:

The Audit Committee has reviewed and discussed with both management and the independent registered public accounting firm the audited consolidated financial statements as of and for the year ended December 31, 2022. The Audit Committee’s review included discussion with the auditors of the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board.

The Audit Committee has received the written disclosures and the letter from the independent auditors required by Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with the independent auditors matters relating to the auditors’ independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements referred to above be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the United States Securities and Exchange Commission (the “SEC”).

Submitted by the Audit Committee,

/s/ Gregg A. Lapointe (Committee Chair)

/s/ Diane L. Parks

/s/ Robert J. Rubin

(1)

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Risk Oversight

The Board of Directors has an active role, as a whole and also at the committee level, in overseeing management of our risks. The Board of Directors regularly reviews information regarding our strategy, finances and operations, as well as the risks associated with each. The Audit Committee is responsible for oversight of our risks relating to accounting matters, financial reporting, internal controls and legal and regulatory compliance. The Audit Committee undertakes, at least annually, a review to evaluate these risks. The members then meet with management responsible for such area, including our Chief Financial Officer, and report to the Audit Committee on any matters identified during such discussions with management. In addition, the Compensation Committee considers risks related to the attraction and retention of talent as well as risks relating to the design of compensation programs and arrangements. In addition, the Nominating Committee manages risks associated with the independence of the Board of Directors. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks. The full Board of Directors considers strategic risks and opportunities and regularly receives detailed reports from the committees regarding risk oversight in their respective areas of responsibility.

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Proposal 2: Advisory Vote On Executive Compensation

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE EXECUTIVE COMPENSATION AS DESCRIBED IN THIS PROXY STATEMENT.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires companies that are subject to the SEC’s proxy rules and regulations to hold a stockholder vote to approve, on an advisory (non-binding) basis, the compensation of their named executive officers as disclosed in their proxy statements in accordance with the SEC’s rules.

As described under the heading “Executive Compensation,” our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our executive officers are rewarded for the achievement of annual, long-term and strategic goals, and corporate goals. Please read the “Executive Compensation” section beginning on page 25 for additional details about our executive compensation programs, including information about the fiscal year 2022 compensation of our Chief Executive Officer and each of the three other most highly compensated executive officers during 2022 who were serving as executive officers at the end of such year (collectively, the “Named Executive Officers”).

The Compensation Committee continually reviews the compensation programs for our Named Executive Officers to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. The Compensation Committee believes the Company’s executive compensation programs have been effective at incentivizing the achievement of financial performance and returns to stockholders.

We are asking our stockholders to indicate their support for our Named Executive Officers’ compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the 2023 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2022 Summary Compensation Table and the other related tables and disclosure.”

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the Named Executive Officers’ compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. In addition to the advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation and corporate governance issues.

At the 2022 Annual Meeting of Stockholders, approximately 82% of the votes cast on the advisory vote on the executive compensation proposal were cast in favor of our Named Executive Officers’ compensation as disclosed in the proxy statement for last year’s meeting. Our Board of Directors and the Compensation Committee reviewed these final vote results and determined that, given the level of support, our Company should maintain the components of our compensation program.

We have determined that our stockholders should vote on a say-on-pay proposal each year, consistent with the preference expressed by our stockholders at the 2020 Annual Meeting of Stockholders.

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Proposal 3: Ratification of Independent Auditors

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF EISNERAMPER LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023.

The Audit Committee of the Board of Directors has appointed EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 to audit our financial statements for the year ending December 31, 2023 and to render other professional services as required, at the remuneration to be determined by the Audit Committee of the Board of Directors. A representative of EisnerAmper LLP is expected to be available at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions.

We are asking our stockholders to ratify the selection of EisnerAmper LLP as our independent registered public accounting firm. Although ratification is not required by our Certificate of Incorporation, Bylaws or otherwise, the Board of Directors is submitting the selection of EisnerAmper LLP to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and those of our stockholders.

The affirmative vote of the holders of a majority of the shares of Common Stock voted at the Annual Meeting is necessary to ratify the selection of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

Principal Accounting Fees and Services

The following table highlights the aggregate fees billed by EisnerAmper LLP during each of the two years ended December 31, 2022.

	2022			2021
Audit Fees		$	153,930		$	167,041
Audit-Related Fees			—			—
Tax Fees			13,335			13,520
All Other			—			—
Total		$	167,265		$	180,561

AUDIT FEES

This category includes the fees for the examination of our consolidated financial statements, review of our Annual Report on Form 10-K and the quarterly reviews of the interim financial statements included in our Quarterly Reports on Form 10-Q, the issuance of comfort letters, provision of consents and review of other documents filed with the SEC.

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AUDIT-RELATED FEES

This category consists of services that are closely related to the financial audit process and primarily consists of review of reports filed and to be filed with the SEC and accounting advice relating thereto, and audits in connection with consummated acquisitions.

Our principal accountants did not bill us for any audit-related services during either of the two years ended December 31, 2022.

TAX FEES

This category relates to professional services for tax compliance, tax advice, and tax planning.

OTHER FEES

Our principal accountants did not bill us for any services or products other than as reported above during each of the two years.

PRE-APPROVAL POLICIES AND PROCEDURES

Our Audit Committee has adopted a policy that requires advance approval of all audit services and permitted non-audit services to be provided by the independent auditor as required by the Exchange Act. Our Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. Our Audit Committee approved all of the services described above in accordance with its pre-approval policies and procedures. The Audit Committee gives due consideration to the potential effect of non-audit services on maintaining the auditors’ independence.

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Security Ownership of Principal Stockholders and Management

The table below provides information regarding the beneficial ownership of the Common Stock as of July 24, 2023, of (1) each person or entity that we know owns beneficially 5% or more of the shares of our outstanding Common Stock, (2) each of our directors, (3) each of the Named Executive Officers, and (4) our directors and officers as a group. Except as otherwise indicated, and subject to applicable community property laws, we believe the persons named in the table have sole voting and investment power with respect to all shares of Common Stock held by them.

Name of Beneficial Owner

Shares of
Common
Stock
Beneficially
Owned **

Percent
of Class

Christopher J. Schaber (1)

44,861

0.45%

Gregg A. Lapointe (2)

10,467

Diane L. Parks (3)

9,320

Robert J. Rubin (4)

10,268

Jerome B. Zeldis (5)

11,503

Jonathan Guarino (6)

10,994

Oreola Donini (7)

21,323

Richard Straube (8)

17,007

All directors and executive officers as a group (8 persons) (9)

135,743

1.36%

(1)

Includes 6,010 shares of Common Stock and options to purchase 38,851 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Dr. Schaber is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

(2)

Includes 492 shares of Common Stock and options to purchase 9,975 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Mr. Lapointe is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

(3)

Includes 996 shares of Common Stock and options to purchase 8,324 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Ms. Parks is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

(4)

Includes 293 shares of Common Stock and options to purchase 9,975 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Dr. Rubin is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

(5)

Includes 1,528 shares of Common Stock and options to purchase 9,975 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Dr. Zeldis is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

(6)

Includes 734 shares of Common Stock and options to purchase 10,260 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Mr. Guarino is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

(7)

Includes options to purchase 21,323 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Dr. Donini is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

(8)

Includes 534 shares of Common Stock and options to purchase 16,473 shares of Common Stock exercisable within 60 days of July 24, 2023. The address of Dr. Straube is c/o Soligenix, 29 Emmons Drive, Suite B-10, Princeton, New Jersey 08540.

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(9)

Includes 10,587 shares of Common Stock and options to purchase 125,156 shares of Common Stock exercisable within 60 days of July 24, 2023.

Indicates less than 1%.

Beneficial ownership is determined in accordance with the rules of the SEC. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days of July 24, 2023 are deemed outstanding for computing the percentage ownership of the stockholder holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Percentage of ownership is based on 9,841,854 shares of Common Stock outstanding as of July 24, 2023.

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Equity Compensation Plan Information

In December 2005, our Board of Directors approved the 2005 Equity Incentive Plan, which was approved by stockholders on December 29, 2005. The maximum number of shares of our Common Stock available for issuance under the 2005 Equity Incentive Plan is 300,000 shares. In April 2015, our Board of Directors approved the 2015 Equity Incentive Plan, which was approved by stockholders on June 18, 2015. The maximum number of shares of Common Stock available for issuance under the 2015 Equity Incentive Plan is 6,000,000 shares.

The following table sets forth certain information, as of December 31, 2022, with respect to the following compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance:

•

all compensation plans previously approved by our security holders; and

•

all compensation plans not previously approved by our security holders.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders(1)		192,273		$	27.56		5,812,991
Equity compensation plans not approved by security holders		—			—		—
Total		192,273		$	27.56		5,812,991

(1)

Includes our 2005 Equity Incentive Plan and our 2015 Equity Incentive Plan. Our 2005 Equity Incentive Plan expired in 2015 and thus no securities remain available for future issuance under that plan.

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Executive Officers

The table below contains information regarding our executive officers. The ages of individuals are provided as of July 24, 2023:

Name	Age	Position
Christopher J. Schaber, PhD(1)	56	Chairman of the Board, Chief Executive Officer and President
Jonathan Guarino, CPA, CGMA	51	Chief Financial Officer, Senior Vice President and Corporate Secretary
Oreola Donini, PhD	51	Chief Scientific Officer and Senior Vice President
Richard Straube, MD	71	Chief Medical Officer and Senior Vice President

(1)

For biographical information regarding Dr. Schaber, see “Proposal 1 — Election of Directors.”

	Jonathan Guarino, CPA, CGMA
	Age 51			Biography Jonathan Guarino, CPA, CGMA has been with our company since September 2019 and is currently our Senior Vice President, Chief Financial Officer and Corporate Secretary. Mr. Guarino has had significant experience with both development-stage and commercial companies. From September 2016 to July 2019, he served as Corporate Controller for Hepion Pharmaceuticals, Inc. (formerly ContraVir Pharmaceuticals, Inc.), a New Jersey-based public biotechnology company, where he contributed to the establishment of the financial infrastructure, as well as assisted with capital fund-raising and debt financings. He worked as Controller for Suite K Value Added Services LLC from August 2015 to September 2016 and as a senior manager of technical accounting for Covance, Inc., from June 2014 to May 2015. Prior to these positions, he held accounting and finance positions of increasing importance with several companies, including PricewaterhouseCoopers LLP, BlackRock, Inc. and Barnes & Noble, Inc. Mr. Guarino is a CPA (certified public accountant) and CGMA (chartered global management accountant), who received his BS in Business from Montclair State University.

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	Oreola Donini, PhD
	Age 51			Biography Oreola Donini, PhD, has been with our company since August 2013 and is currently our Senior Vice President and Chief Scientific Officer, a position she has held since December 2014. Dr. Donini served as our Vice President of Preclinical Research and Development from August 2013 until December 2014. She has more than 20 years’ experience in drug discovery and preclinical development with start-up biotechnology companies. From 2012 to 2013, Dr. Donini worked with ESSA Pharma Inc. as Vice President Research and Development. From 2004 to 2013, Dr. Donini worked with Inimex Pharmaceuticals Inc. (“Inimex”), lastly as Senior Director of Preclinical R&D from 2007 to 2013. Prior to joining Inimex, she worked with Kinetek Pharmaceuticals Inc., developing therapies for infectious disease, cancer and cancer supportive care. Dr. Donini is a co-inventor and leader of our SGX94 innate defense regulator technology, developed by Inimex and subsequently acquired by us. She was responsible for overseeing the manufacturing and preclinical testing of SGX94, which demonstrated efficacy in combating bacterial infections and mitigating the effects of tissue damage due to trauma, infection, radiation and/or chemotherapy treatment. These preclinical studies resulted in a successful Phase 1 clinical study and clearance of Phase 2 protocols for oral mucositis in head and neck cancer and acute bacterial skin and skin structure infections. While with ESSA Pharma Inc. as the Vice President of Research and Development, Dr. Donini led the preclinical testing of a novel N-terminal domain inhibitor of the androgen receptor for the treatment of prostate cancer. While with Kinetek Pharmaceuticals Inc., her work related to the discovery of novel kinase and phosphatase inhibitors for the treatment of cancer. Dr. Donini received her PhD from Queen’s University in Kinston, Ontario, Canada and completed her post-doctoral work at the University of California, San Francisco. Her research has spanned drug discovery, preclinical development, manufacturing and clinical development in infectious disease, cancer and cancer supportive care.

	Richard Straube, MD
	Age 71			Biography Richard Straube, MD has been with our company since January 2014 and is currently our Senior Vice President and Chief Medical Officer. Dr. Straube is a board-certified pediatrician with 36 years’ experience in both academia and industry, including clinical research experience in host-response modulation. From 2009 until joining our company, he was Chief Medical Officer of Stealth Peptides Incorporated, a privately-held, clinical stage, biopharmaceutical company. Prior to joining us, Dr. Straube served from 1988 to 1993 in various capacities, including most recently as Senior Director, Infectious Diseases and Immunology, Clinical Research, for Centocor, Inc., a privately-held biopharmaceutical company focused on developing monoclonal antibody-based diagnostics. While at Centocor, Inc., Dr. Straube was responsible for the initial anti-cytokine and anti-endotoxin programs targeted at ameliorating inappropriate host responses to infectious and immunologic challenges. Programs that he managed at Centocor, Inc. include assessments of immunomodulation using monoclonal removal of inciting molecular triggers, removal of internal immune-messengers, augmentation of normal host defenses, and maintenance of normal sub-cellular function in the face of injury. From 1993 to 1995, Dr. Straube was Director of Medical Affairs at T-cell Sciences, Inc., a privately-held biotechnology company. From 1995 to 1997, he was Director of Clinical Investigations of the Pharmaceutical Products Division of Ohmeda Corp., a privately-held biopharmaceutical company. He served from 1998 to 2007 as Executive Vice President of Research and Development and Chief Scientific Officer at INO Therapeutics LLC, a privately-held biotherapeutics company, where he was responsible for the clinical trials and subsequent approval of inhaled nitric oxide for the treatment of persistent pulmonary hypertension of the newborn. From 2007 to 2009, Dr. Straube was the Chief Medical Officer at Critical Biologics Corporation, a privately-held biotechnology company. Dr. Straube received his medical degree and residency training at the University of Chicago, completed a joint adult and pediatrician infectious diseases fellowship at the University of California, San Diego (“UCSD”), and as a Milbank Scholar completed training in clinical trial design at the London School of Hygiene and Tropical Medicine. While on the faculty at the UCSD Medical Center, his research focused on interventional studies for serious viral infections.

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Executive Compensation

Overview of 2022 Executive Compensation Program

The table below summarizes the elements of the Company’s 2022 executive compensation program and the objectives served by each element. We used multiple metrics in our 2022 compensation program to provide a more complete view of performance, which we intended to capture key business objectives.

Type	Component	Objective
Fixed Compensation	Base Salary	• Provide a competitive fixed payment to the executive for service to our Company, set at a level that allows us to attract and retain top talent.
Fixed Compensation	Benefits & Perquisites	• Provide benefits that are competitive and enable us to attract and retain top executive talent.
Performance- Based Compensation	Long-Term Incentive Awards	• Align the compensation of executives with the financial and operational performance of our Company and the value delivered to stockholders over the longer term. • Reward for increases in stock price over the longer term. • Provide strong retention value to executives in the service of our Company over the longer term and keep executives focused on the delivery of financial and operational performance and increases in stockholder value.
Performance- Based Compensation	Annual Cash Incentive Awards	• Align the compensation of executives with the annual financial and operational performance of our Company and its achievement of annual objectives.

Executive Compensation Review

In 2018, in furtherance of our compensation philosophy and objectives, the Compensation Committee engaged Setren Smallberg & Associates (“SS&A”), an outside executive compensation consulting firm determined to be independent by the Compensation Committee, to conduct a review of, and recommend changes to, our compensation program for our executive officers. A representative of SS&A attended Compensation Committee meetings at the invitation of the Compensation Committee Chairman and was also in direct contact with the Compensation Committee and our management from time to time. SS&A provided the Compensation Committee with assistance and advice in the review of our salary structure, annual and equity incentive awards and other related executive pay issues. In addition, SS&A provided advice regarding marketplace trends and best practices relating to competitive pay levels.

SS&A did not provide any services to us other than its services as the Compensation Committee’s independent compensation consultant, and SS&A did not receive any fees or compensation from us other than the fee it received as the independent compensation consultant. SS&A did not provide any services to us in 2021 or 2022. The Compensation Committee confirmed that SS&A’s work for the Compensation Committee did not create any conflicts of interest.

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Summary Compensation

The following table contains information concerning the compensation paid during each of the two years ended December 31, 2022 and 2021, respectively to our Named Executive Officers.

Name	Year		Salary			Bonus			Option Awards			All Other Compensation			Total
Christopher J. Schaber(1) CEO & President		2022		$	499,496		$	107,891		$	73,059		$	30,740		$	711,185
Christopher J. Schaber(1) CEO & President		2021		$	484,948		$	96,990		$	75,951		$	29,520		$	687,409
Jonathan Guarino(2) CFO & Senior VP		2022		$	231,132		$	42,436		$	51,042		$	30,740		$	355,350
Jonathan Guarino(2) CFO & Senior VP		2021		$	224,400		$	38,372		$	3,893		$	29,520		$	296,185
Oreola Donini(3) CSO & Senior VP		2022		$	280,800		$	51,555		$	27,259		$	4,628		$	364,242
Oreola Donini(3) CSO & Senior VP		2021		$	260,000		$	53,000		$	33,296		$	4,783		$	351,079
Richard C. Straube(4) CMO & Senior VP		2022		$	182,174		$	32,901		$	27,259		$	—		$	242,334
Richard C. Straube(4) CMO & Senior VP		2021		$	176,868		$	29,183		$	19,027		$	—		$	225,078

(1)

Dr. Schaber deferred the payment of his 2022 bonus of $107,891 until January 15, 2023. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

(2)

Mr. Guarino deferred the payment of his 2022 bonus of $42,436 until January 15, 2023. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

(3)

Dr. Donini deferred the payment of her 2022 bonus of $51,555 until January 15, 2023. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

(4)

Dr. Straube deferred the payment of his 2022 bonus of $32,901 until January 15, 2023. Option awards figure includes the value of Common Stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by us.

Employment and Severance Agreements

CHRISTOPHER J. SCHABER, PHD

In August 2006, we entered into a three-year employment agreement with Christopher J. Schaber, PhD. Pursuant to this employment agreement we agreed to pay Dr. Schaber a base salary of $300,000 per year and a minimum annual bonus of $100,000. Dr. Schaber’s employment agreement automatically renews every three years, unless otherwise terminated, and last was automatically renewed in December 2019 for an additional term of three years. We agreed to issue him options to purchase 833 shares of our Common Stock, with one third immediately vesting and the remainder vesting over three years. Upon termination without “Just Cause” as defined by this agreement, we would pay Dr. Schaber nine months of severance, as well as any accrued bonuses, accrued vacation, and we would provide health insurance and life insurance benefits for Dr. Schaber and his dependents. No unvested options shall vest beyond the termination date. Dr. Schaber’s monetary compensation (base salary of $300,000 and bonus of $100,000) remained unchanged from 2006 with the 2007 renewal. Upon a change in control of the company due to merger or acquisition, all of Dr. Schaber’s options shall become fully vested, and be exercisable for a period of five years after such change in control (unless they would have expired sooner pursuant to their terms). In the event of his death during the term of the agreement, all of his unvested options shall immediately vest and remain exercisable for the remainder of their term and become the property of Dr. Schaber’s immediate family.

In January 2020, our Board of Directors authorized an amendment to Dr. Schaber’s employment agreement to increase the number of shares of Common Stock from 334 to 33,334, issuable to Dr. Schaber immediately prior to the completion of a transaction or series or a combination of related transactions negotiated by our Board of Directors whereby, directly or indirectly, a majority of our capital stock or a majority of our assets are transferred from us and/or our stockholders to a third party.

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In December 2020, our Board of Directors authorized an amendment to Dr. Schaber’s employment agreement to modify the severance terms. Upon termination without “Just Cause” as defined by this agreement, we would pay Dr. Schaber twelve months of severance, as well as a pro rata bonus calculated by the average of his prior two year’s annual bonuses, if any, and based on the number of months that he was employed during the year in which his employment was terminated; however, in the case of termination without “Just Cause” within one year following a change in control or the sale or other disposition of all or substantially all of our assets Dr. Schaber will be entitled 18 months of severance and health insurance and life insurance benefits for him and his dependents.

On June 22, 2011, the Compensation Committee eliminated his fixed minimum annual bonus payable and revised it to an annual targeted bonus of 40% of his annual base salary. On December 10, 2020, the Compensation Committee approved an increase in salary for Dr. Schaber to $484,948. On December 10, 2021, the Compensation Committee approved an increase in salary for Dr. Schaber to $499,496. On December 8, 2022, the Compensation Committee approved an increase in salary for Dr. Schaber to $519,476.

JONATHAN GUARINO, CPA, CGMA

On September 9, 2019, we entered into a one-year employment agreement with Jonathan Guarino, CPA, CGMA, our Senior Vice President, Chief Financial Officer and Corporate Secretary. Pursuant to the agreement, we agreed to pay Mr. Guarino $220,000 per year and a targeted annual bonus of 30% of base salary. We also issued him options to purchase 2,666 shares of our Common Stock with one-quarter immediately vesting and the remainder vesting over three years. Mr. Guarino’s employment agreement automatically renews each year, unless otherwise terminated. Upon termination without “Just Cause”, as defined in Mr. Guarino’s employment agreement, we would pay Mr. Guarino three months of severance, accrued salary, bonuses and vacation, and health insurance benefits. No unvested options vest beyond the termination date. On December 10, 2020, the Compensation Committee approved an increase in salary for Mr. Guarino to $224,400. On December 10, 2021, the Compensation Committee approved an increase in salary for Mr. Guarino to $231,132. On December 08, 2022, the Compensation Committee approved an increase in salary for Mr. Guarino to $245,000.

OREOLA DONINI, PHD

In July 2013, we entered into a one-year employment agreement with Oreola Donini, PhD, our Vice President Preclinical Research & Development. Pursuant to the agreement, we agreed to pay Dr. Donini $170,000 (CAD) per year and a targeted annual bonus of 20% of base salary. We also issued her options to purchase 2,666 shares of our Common Stock with one-quarter immediately vesting and the remainder vesting over three years. Dr. Donini’s employment agreement automatically renews each year, unless otherwise terminated, and has automatically renewed each year since execution. Upon termination without “Just Cause”, as defined in Dr. Donini’s employment agreement, we would pay Dr. Donini three months of severance, accrued bonuses and vacation, and health insurance benefits. No unvested options vest beyond the termination date. In December 2014, Dr. Donini was named Chief Scientific Officer and Senior Vice President. Upon Dr. Donini’s promotion to Chief Scientific Officer, the Compensation Committee increased her targeted bonus to 30% of her annual base salary. On December 10, 2020, the Compensation Committee approved an increase in salary for Dr. Donini to $260,000. On December 10, 2021, the Compensation Committee approved an increase in salary for Dr. Donini to $280,800. On December 8, 2022, the Compensation Committee approved an increase in salary for Dr. Donini to $300,000.

RICHARD STRAUBE, MD

In December 2014, we entered into a one-year employment agreement with Richard C. Straube, MD, our Chief Medical Officer and Senior Vice President. Pursuant to the agreement, we agreed to pay Dr. Straube $300,000 per year and a targeted annual bonus of 30% of base salary. We also issued him options to purchase 666 shares of our Common Stock with one-third immediately vesting and the remainder vesting over three years. On March 26, 2019, we entered into an amendment to our employment agreement with Dr. Straube. Pursuant to the amended agreement, which amendment becomes effective as of April 1, 2019, Dr. Straube will be required to devote at least 20 hours per week to the performance of his duties and we will pay him $170,000 per year. The amended employment agreement automatically renews each year, unless otherwise terminated. Upon termination without “Just Cause”, as defined in the amended employment agreement, we would pay Dr. Straube one month of severance. No unvested options vest beyond the termination date. On December 10, 2020, the Compensation Committee approved an increase in salary for Dr. Straube to $176,868. On December 10, 2021, the Compensation Committee approved an increase in salary for Dr. Straube to $182,174. On December 8, 2022, the Compensation Committee approved an increase in salary for Dr. Straube to $189,461.

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Outstanding Equity Awards at Fiscal Year-End

The following table contains information concerning unexercised options, stock that has not vested, and equity incentive plan awards for the Named Executive Officers outstanding at December 31, 2022. We have never issued Stock Appreciation Rights.

	Number of Securities Underlying Unexercised Options (#)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)			Option Expiration Date
Name	Exercisable		Unexercisable				Option Exercise Price ($)			Option Expiration Date
Christopher J. Schaber		666		—		—		$	301.50		12/04/2023
		666		—		—		$	225.00		12/04/2024
		933		—		—		$	169.50		12/30/2025
		4,000		—		—		$	30.15		12/06/2027
		4,000		—		—		$	14.55		12/12/2028
		4,000		—		—		$	14.40		01/01/2029
		4,000		—		—		$	18.60		12/11/2029
		3,750		250		250		$	21.75		01/01/2030
		3,000		1,000		1,000		$	35.10		12/09/2030
		2,750		1,250		1,250		$	19.20		01/03/2031
		2,000		2,000		2,000		$	11.70		12/08/2031
		845		—		—		$	10.35		01/02/2032
		905		2,249		2,249		$	10.35		01/02/2032
		2,334		6,999		6,999		$	8.10		12/07/2032
Jonathan Guarino		2,666		—		—		$	14.55		09/08/2029
		666		—		—		$	18.60		12/11/2029
		2,003		663		663		$	35.10		12/09/2030
		1,461		1,872		1,872		$	11.70		12/08/2031
		1,334		3,999		3,999		$	8.10		12/07/2032
Oreola Donini		266		—		—		$	234.00		08/14/2023
		133		—		—		$	301.50		12/04/2023
		200		—		—		$	225.00		12/04/2024
		466		—		—		$	169.50		12/30/2025
		1,333		—		—		$	40.05		03/30/2027
		2,333		—		—		$	30.15		12/06/2027
		2,666		—		—		$	14.55		12/12/2028
		4,000		—		—		$	18.60		12/11/2029
		3,503		1,163		1,163		$	35.10		12/09/2030
		2,335		2,331		2,331		$	11.70		12/08/2031
		1,334		3,999		3,999		$	8.10		12/07/2032
Richard C. Straube		666		—		—		$	301.50		01/06/2024
		333		—		—		$	225.00		12/04/2024
		466		—		—		$	169.50		12/30/2025
		1,333		—		—		$	40.05		03/30/2027
		2,333		—		—		$	30.15		12/06/2027
		2,666		—		—		$	14.55		12/12/2028
		2,000		—		—		$	18.60		12/11/2029
		2,003		663		663		$	35.10		12/09/2030
		1,335		1,331		1,331		$	11.70		12/08/2031
		1,334		3,999		3,999		$	8.10		12/07/2032

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Pay versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information that demonstrates the relationship between executive “Compensation Actually Paid” and our performance against several specific financial metrics. For further information concerning our pay for performance philosophy and how we align executive compensation with our performance, refer to “Consideration and Determination of Executive and Director Compensation.”

Pay versus Performance Table: The table below reflects Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and Average Summary Compensation Actually Paid to Non-PEO Named Executive Officers (“NEOs”) during 2022 and 2021.

Year	Summary Compensation Table Total for PEO(1) $			Compensation Actually Paid to PEO(2) $			Average Summary Compensation Table Total for Non-PEO NEOs(3) $			Average Compensation Actually Paid to Non-PEO NEOs(2) $			Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) $		Net Income/(Loss) $(millions)
2022		$	711,177		$	641,818		$	320,639		$	284,419		33		$	(13.8)
2021		$	687,409		$	472,695		$	290,766		$	222,644		51		$	(12.6)

(1)

Reflects compensation (as reported in the Summary Compensation Table (“SCT”)) for our President and Chief Executive Officer, Christopher J. Schaber, who served as our PEO in 2021 and 2022.

(2)

Amounts represent CAP (as reported in the SCT) to our President and Chief Executive Officer, Christopher J. Schaber, who was our PEO for 2021 and 2022, and the average CAP to our remaining NEOs, SVP and Chief Financial Officer, Jonathan Guarino, SVP and Chief Scientific Officer, Oreola Donini, and SVP and Chief Medical Officer, Richard Straube.

(3)

Reflects the average compensation (as reported in the SCT) for our non-PEO NEOs in 2021 and 2022.

(4)

Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s stock price at the end and the beginning of the measurement period by our Company’s stock price at the beginning of the measurement period.

Summary Compensation Table: The table below reflects the adjustments made to the compensation earned by our Company’s PEO and average compensation earned by our remaining NEOs, to derive the compensation actually paid to our Company’s PEO and average actual compensation paid to our Company’s remaining NEOs.

PEO	Summary Compensation Total			Less: Grant Date Fair Value of Option Awards Granted during The Fiscal Year(1)			Add: Year-End Fair Value of Outstanding And Unvested Option Awards Granted During the Fiscal Year(2)			Adjust for Change In Fair Value of Outstanding and Unvested Option Awards Granted in Prior Fiscal Years(2)			Adjust for Change in Fair Value of Option Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year(2)			Compensation Actually Paid
2022		$	711,177		$	73,051		$	57,933		$	(50,456)		$	(3,785)		$	641,818
2021		$	687,409		$	75,951		$	24,266		$	(143,029)		$	(20,000)		$	472,695
Average Non-PEO NEOs
2022		$	320,639		$	35,184		$	28,002		$	(27,839)			(41,200)		$	284,419
2021		$	290,776		$	18,734		$	15,929		$	(56,440)		$	(8,886)		$	222,644

(1)

Amounts reflect the aggregate grant-date fair value reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.

(2)

Fair values as of each measurement date were determined using valuation assumptions and methodologies in accordance with Accounting Standards Codification (ASC) Topic 718.

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Relationship between Compensation Actually Paid Disclosed in the Pay versus Performance Table and Other Table Elements

The graphs below compare the CAP paid to our PEO and the average CAP paid to our remaining NEO’s, with (i) our cumulative TSR, and (ii) our net income, in each case, for the fiscal years ended December 31, 2021 and 2022.

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Tabular List of Our Most important Metrics that Link Compensation Actually Paid to the PEO and remaining NEOs

We consider the list below of non-financial measures that, in our assessment, represent the most important key metrics we use to link the CAP amounts for our PEO and remaining NEOs to our Company’s performance. We utilize these and other performance-based measures to align our executive officer compensation with our performance and potential value creation for our stockholders, including in connection with their annual bonus opportunity and in setting performance-based milestones for equity awards, as more fully described in “Consideration and Determination of Executive and Director Compensation” in this Proxy Statement.

•

Strategic regulatory milestones;

•

Pre-launch and launch readiness goals; and

•

Research and development pipeline goals.

Compensation of Directors

The following table contains information concerning the compensation of the non-employee directors during the year ended December 31, 2022.

Name	Fees Earned Paid in Cash(1)			Option Awards(2)			Total
Gregg A. Lapointe		$	57,500		$	30,000		$	87,500
Diane L. Parks		$	47,500		$	30,000		$	77,500
Robert J. Rubin		$	55,000		$	30,000		$	85,000
Jerome B. Zeldis		$	50,000		$	30,000		$	80,000

(1)

Directors who are compensated as full-time employees receive no additional compensation for service on our Board of Directors. Each independent director who is not a full-time employee is paid $35,000 annually, on a prorated basis, for their service on our Board of Directors, the chairman of our Audit Committee is paid $15,000 annually, on a prorated basis, and the chairmen of our Compensation and Nominating Committees is paid $10,000 annually, on a prorated basis. Additionally, Audit Committee members are paid $7,500 annually and Compensation and Nominating Committee members are paid $5,000 annually. This compensation is paid quarterly.

(2)

We maintain a stock option grant program pursuant to the nonqualified stock option plan, whereby members of our Board of Directors or its committees who are not full-time employees receive an initial grant of fully vested options to purchase 15,000 shares of Common Stock. Upon re-election to the Board, each Board member will receive stock options with a value of $30,000, calculated using the closing price of the Common Stock on the trading day prior to the date of the annual meeting of our stockholders, which vest at the rate of 25% per quarter, commencing with the first quarter after each annual meeting of stockholders.

Consideration and Determination of Executive and Director Compensation

The Compensation Committee of the Board of Directors is comprised of Dr. Rubin (Chair), Ms. Parks, and Dr. Zeldis. The Board of Directors has determined that Dr. Rubin, Ms. Parks, and Dr. Zeldis are “independent” directors within the meaning of applicable listing standards of Nasdaq and the Exchange Act and the rules and regulations thereunder.

The Compensation Committee provides overall guidance on compensation and benefits policy. In addition, the Compensation Committee approves and monitors:

•

executive compensation and benefits programs;

•

executive employment agreements; and

•

our equity incentive plans.

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SEC Form DEF 14A filed by Soligenix Inc.