Ligand Pharmaceuticals Inc DEF 14A, filed Apr 25, 2024

Ligand Pharmaceuticals Inc (LGND)

DEF 14A 2024-04-25 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

Ligand Pharmaceuticals Inc filed this DEF 14A on April 25, 2024.

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under 240.14a-12


þ			No fee required.
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


MEETING DATE			Friday, June 14, 2024
TIME			11:30 a.m. (Eastern Time)
VIRTUAL MEETING LINK			www.meetnow.global/M9M96C9
RECORD DATE			April 19, 2024


Proxy Statement Summary			1
General Information About the Annual Meeting and Voting			7
Proposal No. 1: Election of Directors			1 4
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm			21
Audit Committee Report			2 4
Proposal No. 3: Approval of the Compensation of the Named Executive Officers			2 5
Proposal No. 4: Approval of the Amend ment and Restate ment of Ligand ’s 2002 Stock Incentive Plan			2 6
Executive Officers			42
Security Ownership of Certain Beneficial Owners, Directors and Management			43
Delinquent Section 16(a) Reports			45
Executive Compensation and Other Information			4 6
Human Capital Management and Compensation Committee Report			64
Compensation Tables			65
Pay Ratio Disclosure			71
Pay Versus Performance Disclosure			72
Compensation Committee Interlocks and Insider Participation			76
Equity Compensation Plans			76
Certain Relationships and Related Transactions			76
Other Information			77
Appendix A: Amendment and Restatement of the Ligand Pharmaceuticals Incorporated 2002 Stock Incentive Plan			80


Item	Description of Proposal	Recommendation	Page
1	Election of directors	FOR	14
2	Ratification of independent registered public accounting firm	FOR	21
3	Approval of compensation of named executive officers	FOR	25
4	Approval of an amendment and restatement of Ligand’s 2002 Stock Incentive Plan	FOR	26


By Order of the Board of Directors,

/s/ ANDREW REARDON
Andrew Reardon Chief Legal Officer and Secretary


Name	Age*	Director Since	Professional Background
Jason M. Aryeh (HC)(N)	55	2006	Founder and Managing General Partner of JALAA Equities, LP
Todd C. Davis	63	2007	Chief Executive Officer of Ligand Pharmaceuticals Incorporated Co-Founder and Former Managing Partner of HealthCare Royalty Partners
Nancy R. Gray, Ph.D.(A)(N)	64	2017	President and Chief Executive Officer of Gordon Research Conferences
Jason Haas (A)(HC)	56	2022	Chief Financial Officer of Syros Pharmaceuticals Former Co-Head of Americas, Healthcare Investment Banking at Barclays
John W. Kozarich, Ph.D. (N)	74	2003	Chief Executive Officer of Marsal Therapeutics Chairman of the Board of Curza Global, LLC Former Vice President for Merck Research Laboratories
John L. LaMattina, Ph.D.(HC)	74	2011	Senior Partner and Board Member at PureTech Ventures Former President for Pfizer Global R&D
Stephen L. Sabba, M.D. (A)	64	2008	Leading BioPharma Analyst and Fund Manager for Knott Partners, L.P.
Martine Zimmermann, Pharm.D. (N)	55	2023	SVP, Head of Regulatory Affairs and R&D Quality at Ipsen Biopharmaceuticals


Board Diversity Matrix (As of April 19, 2024)
Total Number of Directors	8
	Female	Male
Part I: Gender Identity
Directors	2	6
Part II: Demographic Background


Asian	0	1


White	2	5


Focus Areas			Description
Environmental			During 2023, we made good progress on our ESG efforts. We progressed our $2.5 million solar investment at Kansas University Innovation Park, modified the Captisol manufacturing process resulting in water savings and packaging reduction, implemented other green initiatives that reduce our overall carbon footprint, implemented employee programs to educate and provide incentives for conservation, enhanced recycling and disposal programs for corporate and laboratory materials and electronic waste, and installed low-voltage lighting in offices. Under the leadership of the Ligand Environmental Action Force (“LEAF”), a committee of employee volunteers with representatives at all of operating sites that manages corporate conservation initiatives and promotes awareness and involvement in environmental and conservation programs, we have made donations to nonprofit organizations focused on environmental protection.
Social			As a growing organization, we have active employee recruiting and our priority is to hire the best and pursue a diverse organization built on inclusion and trust. As of December 31, 2023, approximately 17% and 10% of our workforce is Asian and Hispanic, respectively. Additionally, 52% of our workforce is female and 48% is male. We work with minority organizations for outreach to identify qualified candidates. Our ongoing efforts include: •providing our employees work equipment in a safe and ergonomic manner; •encouraging our employees to be charitable and to support local, national, and international 501(c)(3) organizations by providing a company match to employee charitable cash contributions; and •supporting employee involvement in local community service, conservation, and social justice programs by offering paid time off. Under the leadership of the Alliance for Social Equality (“ASE”), a committee of employee volunteers with representatives at all of our operating sites to promote education, awareness and involvement in social equality and diversity, we have made donations to nonprofit organizations that protect underserved communities in the United States.
Governance			ESG matters are managed and monitored by senior management throughout the year and the Board exercises oversight over ESG matters. We have an Extended Leadership Team that periodically discusses and reviews workforce diversity and inclusion. We have also reviewed and provided regular employee training on cybersecurity policies. We have a private incidence hotline to allow anyone to anonymously report concerns or report to the Board any violations of laws, the code of conduct or other company policies. We also engaged ESG consultants to assist with policy reviews.


What We Do
Pay for Performance	a	A substantial portion of our executives’ total direct compensation is performance-based or “at risk.”
Balanced Mix of Pay Components	a	Target compensation is not overly weighted toward annual cash compensation and balances cash and long-term equity awards to align with our short- and long-term goals.
Annual Say-on-Pay Vote	a	We seek an annual non-binding advisory vote from our stockholders to approve our executive compensation programs.
Independent Compensation Consultant	a	The Human Capital Management and Compensation Committee retains an independent compensation consultant.
Annual Peer Group Analysis	a	The Human Capital Management and Compensation Committee reviews external market data when making compensation decisions and annually reviews our peer group with its independent compensation consultant.
Annual Compensation Risk Assessment	a	Each year we perform an assessment of any risks that could result from our compensation plans and programs.
Double-Trigger Change in Control Equity Acceleration	a	We require a double-trigger (or both a change in control and termination of an executive’s employment) before vesting of equity awards is accelerated for our executive officers in connection with a change in control where our equity is assumed or replaced by a successor.
Clawback Policy	a	We maintain a clawback policy as required under Nasdaq rules that requires the recovery of erroneously awarded incentive compensation from our current and former executive officers in the event of an accounting restatement.
Limited Perquisites	a	We provide our named executive officers with perquisites on a limited basis.
What We Do Not Do
No Fixed Term Employment Agreements	r	We do not provide our executive officers with fixed term employment agreements.
No Tax Gross-Ups	r	We do not provide tax gross ups to our executives for “excess parachute payments.”
No Stock Option Repricing	r	We prohibit option repricing without stockholder approval.


What is the purpose of the annual meeting?			At our annual meeting, stockholders will act on the items outlined in the notice of meeting that is attached to this proxy statement. These include the election of directors, the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm, the approval, on an advisory basis, of the compensation of the named executive officers as disclosed in this proxy statement and the approval of an amendment and restatement of the Company’s 2002 Stock Incentive Plan.
How can I attend the annual meeting?			The annual meeting will be conducted virtually via live webcast. You are entitled to participate in the annual meeting only if you were a stockholder of the Company as of the close of business on the record date, April 19, 2024 (the “Record Date”), or if you hold a valid proxy for the annual meeting. No physical meeting will be held. You will be able to attend the annual meeting virtually and submit your questions during the meeting by visiting www.meetnow.global/M9M96C9. You also will be able to vote your shares virtually by attending the annual meeting by live webcast. Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. In order to promote fairness, efficient use of time and in order to ensure all stockholders are responded to, we will respond to up to two questions from a single stockholder. To participate in the annual meeting, you will need to review the information included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares through an intermediary, such as a bank or broker, and wish to attend the annual meeting, you must register in advance using the instructions below. The virtual meeting will begin promptly at 11:30 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.


How do I register to attend the annual meeting virtually on the internet?			If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the virtual annual meeting. Please follow the instructions on the Notice of Internet Availability of Proxy Materials or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, commonly known as holding shares in “street name,” you must register in advance to attend the virtual annual meeting. To register to attend the annual meeting you must submit proof of your proxy power (legal proxy) reflecting your ownership of shares of Ligand common stock along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 11, 2024. Contact your bank or broker to obtain the legal proxy to provide to Computershare. You will receive a confirmation of your registration by email after Computershare receives your registration materials. Requests for registration should be directed to our transfer agent Computershare at the following: •By email - Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com •By mail – Computershare Ligand Pharmaceuticals Incorporated Legal Proxy P.O. Box 43001 Providence, RI 02940-3001
What if I have trouble accessing the annual meeting virtually?			The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416.
Who can vote at the meeting?			Only stockholders of record as of the close of business on the Record Date are entitled to vote the shares of stock they held on that date at the meeting. Stockholders may vote by attending the annual meeting virtually or by proxy (see “How can I attend the annual meeting” above and “How do I vote by proxy?” below). Each holder of shares of our common stock is entitled to one vote for each share of stock held on the proposals presented in this proxy statement. Our amended and restated bylaws provide that a majority of all of the shares of our common stock issued and outstanding and entitled to vote, whether present in person (including as a participant in the virtual annual meeting) or represented by proxy, will be a quorum for the transaction of business at the meeting.
How many votes do I have?			Each share of our common stock that you own as of April 19, 2024 entitles you to one vote. The Notice of Internet Availability of Proxy Materials that is sent to you, or the proxy card or voting instruction form that is included in the proxy materials mailed to you if you have requested delivery by mail, will show the number of shares that you are entitled to vote.


What is a “broker non-vote”?			If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange (“NYSE rules”), which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposals 1, 3 and 4 are considered to be “non-routine” under NYSE rules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposal 2 is considered to be “routine” under NYSE rules and thus if you do not return voting instructions to your broker, your shares may be voted by your broker in its discretion on Proposal 2.


How many votes are required for the approval of the proposals and how are votes counted?			Directors will be elected by a plurality of the votes cast. Therefore, the eight director nominees receiving the most “For” votes from the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors will be elected. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes will also have no effect on the election of the nominees. Stockholders are not permitted to cumulate their shares for the purpose of electing directors or otherwise. The proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 requires the affirmative vote of the holders of a majority of the stock having voting power present in person at the live webcast or represented by proxy and entitled to vote on the subject matter of the proposal. Abstentions will have the same effect as a vote against this proposal. Ratification of the selection of Ernst & Young LLP is considered a routine matter on which a broker or other nominee is empowered to vote. Accordingly, no broker non-votes are expected to result from this proposal. Broker non-votes, if any, will have no effect on the outcome of the vote. Approval of the non-binding advisory resolution on our executive compensation requires the affirmative vote of the holders of a majority of the stock having voting power present in person at the live webcast or represented by proxy and entitled to vote on the subject matter of the proposal. Abstentions will have the same effect as a vote against this proposal. Absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on the resolution to approve the compensation of our named executive officers. Broker non-votes will have no effect on the outcome of the vote. The proposal to approve the amendment and restatement of our 2002 Stock Incentive Plan requires the affirmative vote of the holders of a majority of the stock having voting power present in person at the live webcast or represented by proxy and entitled to vote on the subject matter of the proposal. Absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on the resolution to approve the amendment and restatement of our 2002 Stock Incentive Plan. Broker non-votes will have no effect on the outcome of the vote. All votes will be counted by an inspector of elections appointed for the meeting. The inspector will count separately “yes” votes, “no” votes, votes withheld, abstentions and broker non-votes. Shares represented by proxies that reflect abstentions, votes withheld, or broker non-votes will be counted for purposes of determining the presence of a quorum. Voting results will be tabulated and certified by our mailing and tabulating agent, Computershare.


Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?			Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders who have not previously requested the receipt of paper proxy materials advising them that they can access this proxy statement, the 2023 annual report and voting instructions over the internet at http://www.envisionreports.com/LGND, by calling toll-free (866) 641-4276, or by sending an e-mail to investorvote@computershare.com with “Proxy Materials Ligand Pharmaceuticals Incorporated” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse side, and state in the email that you want a paper copy of current proxy materials. You can also state your preference to receive a paper copy for future meetings. There is no charge for you requesting a copy. Please make your request for a copy on or before June 4, 2024 to facilitate timely delivery. In addition, stockholders may request to receive proxy materials electronically by email or in printed form by mail on an ongoing basis. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive a printed set of the proxy materials. Our proxy statement and related materials are first being made available to our stockholders on or about April 24, 2024. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact of the annual meeting.


Service	Annual Retainer (Chair)	Annual Retainer (Member)
Audit Committee	$20,000	$10,000
Human Capital Management and Compensation Committee	15,000	7,500
Nominating and Corporate Governance Committee	10,000	5,000


	Target Value of RSU Award(1)	Target Value of Option Award(2)	Total Target Value of Award
Initial Grant	$145,000	$280,000	$425,000
Annual Grant	85,000	175,000	260,000


	Target Value of RSU Award(1)	Target Value of Option Award(2)	Total Target Value of Award
Initial Grant	$145,000	$280,000	$425,000
Annual Grant	105,000	210,000	315,000


Name	Fees Paid in Cash		Stock Awards(1)		Option Awards(1)		Total
Jason M. Aryeh	$	67,596	$	84,234	$	187,371	$	339,201
Nancy R. Gray, Ph.D.	65,096		84,234		187,371		336,701
Jason Haas	75,096		84,234		187,371		346,701
John W. Kozarich, Ph.D.	90,096		84,234		187,371		361,701
John L. LaMattina, Ph.D.	57,596		84,234		187,371		329,201
Stephen L. Sabba, M.D.	70,096		84,234		187,371		341,701
Martine Zimmermann, PharmD.	37,511		134,998		295,363		467,872


How do I vote by proxy?	Record Holders
	If you are a stockholder of record on the Record Date, you may vote in one of the following four ways:
	:	By the internet. You may go to www.envisionreports.com/LGND 24 hours a day, 7 days a week, and follow the instructions. You will need the 15-digit control number that is included in the Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form that is sent to you. The internet voting system allows you to confirm that the system has properly recorded your votes. This method of voting will be available up until 11:59 p.m. Eastern Time, on June 13, 2024.
	'	By telephone. On a touch-tone telephone, you may call toll-free 1-800-652-8683, 24 hours a day, 7 days a week, and follow the instructions. You will need the 15 digit control number that is included in the Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form that is sent to you. As with internet voting, you will be able to confirm that the system has properly recorded your votes. This method of voting will be available up until 11:59 p.m. Eastern Time, on June 13, 2024.
	.	By mail. If you are a stockholder of record, and you elect to receive your proxy materials by mail, you may vote by proxy by marking, dating, and signing your proxy card exactly as your name appears on the card and returning it by mail in the postage-paid envelope that will be provided to you. You should mail the proxy card form in plenty of time to allow for delivery prior to the meeting. Do not mail the proxy card or voting instruction form if you are voting over the Internet or by telephone.
	:	At the annual meeting. You may vote your shares at the virtual annual meeting by using the Internet if you attend via live webcast. See “How can I attend the annual meeting?” and “How do I register to attend the annual meeting virtually on the internet?” above for additional details.
	Even if you plan to attend the annual meeting, we encourage you to vote over the internet or by telephone prior to the meeting. It is fast and convenient, and votes are recorded and confirmed immediately.
	Beneficial Owners: Shares Registered in the Name of a Broker or Bank
	If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction form and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the voting instruction form to ensure that your vote is counted. You may be eligible to vote your shares electronically over the internet or by telephone. A large number of banks and brokerage firms offer internet and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote during the annual meeting, you must obtain a valid proxy from your broker, bank or other agent and register with Computershare no later than 5:00 p.m., Eastern Time, on June 11, 2024. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a voting instruction form. See “How do I register to attend the annual meeting virtually on the internet” above for additional details on how to register with Computershare.


May I revoke my proxy?			If you give us your proxy, you may revoke it at any time before it is exercised. You may revoke your proxy by sending in another signed proxy with a later date, by notifying our corporate secretary, Andrew Reardon, in writing, at Ligand Pharmaceuticals Incorporated, 555 Heritage Drive, Suite 200, Jupiter, Florida 33458, before the annual meeting that you have revoked your proxy, or by attending the annual meeting and voting during the meeting.
What is the quorum requirement?			A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued, outstanding and entitled to vote are present via live webcast or represented by proxy at the annual meeting. On the Record Date, there were 17,958,354 shares of our common stock outstanding and entitled to vote. Accordingly, 8,979,178 shares of our common stock must be represented by stockholders present via live webcast or represented by proxy at the annual meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the annual meeting. Votes withheld, abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the annual meeting or the stockholders entitled to vote at the annual meeting, present in person (as an attendee to the live webcast) or represented by proxy, may adjourn the annual meeting to another time or place.
I share an address with another stockholder, and we received only one paper copy of the proxy materials and annual report. How may I obtain an additional copy of these materials?			The rules of the SEC permit us, under certain circumstances, to send a single set of the Notice of Internet Availability of Proxy Materials, proxy materials, and annual report to any household at which two or more stockholders reside. This procedure, known as householding, reduces the volume of duplicate information you receive and helps to reduce our expenses. In order to take advantage of this opportunity, we have delivered only one Notice of Internet Availability of Proxy Materials or, if you previously requested to receive paper proxy materials by mail, one proxy statement and annual report to stockholders who share an address (unless we received contrary instructions from the affected stockholders prior to the mailing date). We will mail a separate copy of any of these documents, if requested. Requests for separate copies of any of these documents, either now or in the future, as well as requests for single copies in the future by stockholders who share an address and are currently receiving multiple copies, can be made by stockholders of record by contacting our corporate secretary at Ligand Pharmaceuticals Incorporated, 555 Heritage Drive, Suite 200, Jupiter, Florida 33458, or by telephone at (858) 550-7500. Such requests by street name holders should be made through their bank, broker or other holder of record.
How can I find out the results of the voting at the annual meeting?			Preliminary voting results will be announced at the annual meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the annual meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.


Name	Number of Shares Underlying Outstanding Restricted Stock Units	Number of Shares Underlying Outstanding Stock Options
Jason M. Aryeh	1,142	37,599

Nancy R. Gray, Ph.D.	1,142	29,702
Jason Haas	3,142	15,599
John W. Kozarich, Ph.D.	1,142	39,738
John L. LaMattina, Ph.D.	1,142	37,599
Stephen L. Sabba, M.D.	1,142	39,738
Martine Zimmermann, PharmD.	2,285	11,345


Fee Category	Fiscal Year 2023 Fees		Fiscal Year 2022 Fees
Audit Fees(1)	$	1,159,738	$	960,000
Audit-related fees(2)	325,554		1,070,073
Tax Compliance Fees (3)		596,871		545,700
		2,082,163		2,575,773
Tax Advice and Planning Services(4)	151,388		407,739
Total Fees	$	2,233,551	$	2,983,512


	Number of Shares	As a % of Shares Outstanding (1)	Dollar Value (2)
Existing Plan
Options outstanding	2,679,208	14.9%	$195,850,105
Weighted average exercise price of outstanding options	$71.83
Weighted average remaining term (in years) of outstanding options	6.4 years
Restricted stock units (3)	213,541	1.2%	15,609,847
Performance stock units (3)	201,656	1.1%	14,741,054
Shares available for grant (4)	130,499	0.7%	9,539,477
Proposed increase in shares available for issuance under Restated Equity Plan	1,300,000	7.3%	95,030,000
Inducement Plan
Options outstanding	231,744	1.3%	16,940,486
Weighted average exercise price of outstanding options	$65.93
Weighted average remaining term (in years) of outstanding options	9.4 years
Restricted stock units (3)	43,432	0.2%	3,174,879
Performance stock units (3)	38,470	0.2%	2,812,157
Shares available for grant (5)	204,030	1.1%	14,914,593


	2023	2022	2021
Stock Options/SARs granted	537,432	1,280,731(1)	393,589
Time-based RSUs granted	132,486	192,139 (2)	112,679
Performance-based RSUs granted	71,266	69,051(3)	54,613
Performance-based RSUs earned	21,421	72,268	34,266



Name and Position	Dollar Value of Shares Subject to Stock Option Awards(1)	Dollar Value of Shares Subject to RSUs(2)
Named Executive Officers
Todd Davis, Chief Executive Officer	—	—
Matthew Korenberg, President and Chief Operating Officer	—	—
Tavo Espinoza, Chief Financial Officer	—	—
Andrew Reardon, Chief Legal Officer	—	—
Executive Officers, as a group	—	—
Non-Employee Directors, as a group(3)	$1,470,000	$735,000
Nominees for election as Directors(3)(4)
Jason M. Aryeh	$210,000	$105,000
Nancy R. Gray	$210,000	$105,000
Jason Haas	$210,000	$105,000
John W. Kozarich	$210,000	$105,000
John L. LaMattina	$210,000	$105,000
Stephen Sabba	$210,000	$105,000
Martine Zimmermann	$210,000	$105,000
Each associate of any of any such Directors, Executive Officers or Nominees	—	—
Each other person who received or is to receive 5% of such options, warrants or rights	—	—
Employees other than Executive Officers, as a group	—	—


Name and Position	Number of Shares Subject to Stock Option Awards	Number of Shares Subject to RSUs/PSUs(1)
Named Executive Officers
Todd Davis, Chief Executive Officer	311,982	104,199
Matthew Korenberg, President and Chief Operating Officer	308,745	71,564
Tavo Espinoza, Chief Financial Officer	123,296	39,742
Andrew Reardon, Chief Legal Officer	117,609	35,876
Executive Officers, as a group	861,632	251,381
Non-Employee Directors, as a group(2)	205,534	11,137
Nominees for election as Directors(2)(3)
Jason M. Aryeh	34,706	1,142
Nancy R. Gray	29,702	1,142
Jason Haas	15,599	3,142
John W. Kozarich	39,738	1,142
John L. LaMattina	37,599	1,142
Stephen Sabba	36,845	1,142
Martine Zimmermann	11,345	2,285
Each associate of any of any such Directors, Executive Officers or Nominees	—	—
Each other person who received or is to receive 5% of such options, warrants or rights	—	—
Employees other than Executive Officers, as a group	1,804,640	234,581


Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class Owned
BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055	2,962,094	16.5%
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355	1,876,514	10.4%
Janus Henderson Group plc(3) 201 Bishopsgate EC2M 3AE United Kingdom	1,343,154	7.5%
The Goldman Sachs Group, Inc.(4) 200 West Street New York, NY 10282	1,181,931	6.6%
Macquarie Group Limited(5) 50 Martin Place Sydney New South Wales, Australia	987,248	5.5%
Directors and Executive Officers
Todd C. Davis(6)(16)	200,735	1.1%
Matthew Korenberg(7)(16)	243,941	1.3%
Tavo Espinoza(8)(16)	65,767	*
Andrew Reardon(9)(16)	43,745	*
Jason M. Aryeh(10)	197,417	1.1%
Nancy R. Gray, Ph.D.(11)	37,411	*
John W. Kozarich, Ph.D.(12)	112,063	*
John L. LaMattina, Ph.D.(13)	91,116	*
Jason Haas(14)(16)	12,128	*
Stephen L. Sabba, M.D.(15)	95,884	*
Martine Zimmermann, Pharm.D.(16)	—	—
Directors and executive officers as a group (11 people)(16)	1,100,207	5.9%


*			Less than one percent.
(1)			Represents shares of common stock owned by funds affiliated with BlackRock, Inc.(“BlackRock”) at December 31, 2023, as indicated in the entity’s Schedule 13G/A filed with the SEC on January 22, 2024. The principal address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. BlackRock has sole voting power over 2,917,465 shares of our common stock and sole dispositive power over 2,962,094 shares of our common stock.
(2)			Represents shares of common stock beneficially owned by The Vanguard Group at December 29, 2023 as indicated in the entity’s Schedule 13G/A filed with the SEC on February 13, 2024. The principal address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The Vanguard Group has shared voting power over 14,350 shares, sole dispositive power over 1,845,956 shares and shared dispositive power over 30,558 shares of our common stock.
(3)			Represents shares of common stock owned by funds affiliated with Janus Henderson Group plc at December 31, 2023, as indicated in the entity’s Schedule 13G/A filed with the SEC on February 13, 2024. The principal address of Janus Henderson Group plc is 151 Detroit Street, Denver, CO 80206. Janus Henderson Group plc has shared voting and dispositive power over 1,343,154 shares of our common stock.
(4)			Represents shares of common stock owned by The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (“Goldman”) at December 29, 2023, based on information contained in the entity’s Schedule 13G filed with the SEC on February 12, 2024. The principal address of The Goldman Sachs Group, Inc. is 200 West Street, New York, NY 10282. Goldman has shared voting power over 1,181,782 shares of our common stock and shared dispositive power over 1,181,822 shares of our common stock.
(5)			Represents shares of common stock owned by Macquarie Group Limited due to its ownership of Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust at December 31, 2023, as indicated in the entity’s Schedule 13G filed with the SEC on February 14, 2024. The principal address of Macquarie Group Limited is 50 Martin Place Sydney, New South Wales, Australia. Macquarie Management Holdings Inc. has sole voting and dispositive power over 987,248 shares of our common stock.
(6)			Consists of (i) 76,388 shares of common stock, and (ii) 124,347 shares of common stock Mr. Davis has the right to acquire pursuant to outstanding options which are exercisable within 60 days of April 19, 2024.
(7)			Consists of (i) 69,455 shares of common stock, and (ii) 174,486 shares of common stock Mr. Korenberg has the right to acquire pursuant to outstanding options which are exercisable within 60 days of April 19, 2024.
(8)			Consists of (i) 9,645 shares of common stock, and (ii) 56,122 shares of common stock Mr. Espinoza has the right to acquire pursuant to outstanding options which are exercisable within 60 days of April 19, 2024.
(9)			Consists of (i) 5,499 shares of common stock, and (ii) 38,246 shares of common stock Mr. Reardon has the right to acquire pursuant to outstanding options which are exercisable within 60 days of April 19, 2024.
(10)			Consists of (i) 74,422 shares of common stock held directly, (ii) 51,594 shares of common stock held by certain funds (collectively, the “Funds”) managed by JALAA Equities, LP (“JALAA”), (iii) 5,025 shares of common stock held by Mr. Aryeh in a self-directed investment retirement account, and (iv) 1,142 shares of common stock issuable to Mr. Aryeh upon settlement of outstanding restricted stock units which will vest within 60 days of April 19, 2024, and (v) 65,234 shares Mr. Aryeh has the right to acquire pursuant to outstanding options which are exercisable within 60 days of April 19, 2024. In his role as a general partner of JALAA, Mr. Aryeh may be deemed to beneficially own the shares managed by the Funds. Mr. Aryeh disclaims beneficial ownership of the shares held by the Funds except to the extent of his pecuniary interest therein.
(11)			Consists of (i) 6,567 shares of common stock, (ii) 1,142 shares of common stock issuable to Dr. Gray upon settlement of outstanding restricted stock units which will vest within 60 days of April 19, 2024, and (iii) 29,702 shares of common stock Dr. Gray has the right to acquire pursuant to outstanding options which are exercisable within 60 days of April 19, 2024.
(12)			Consists of (i) 39,630 shares of common stock, (ii) 1,142 shares of common stock issuable to Dr. Kozarich upon settlement of outstanding restricted stock units which will vest within 60 days of April 19, 2024, and (iii) 71,291 shares of common stock Dr. Kozarich has the right to acquire pursuant to outstanding options which are exercisable within 60 days of April 19, 2024.
(13)			Consists of (i) 28,263 shares of common stock, (ii) 1,142 shares of common stock issuable to Dr. LaMattina upon settlement of outstanding restricted stock units which will vest within 60 days after April 19, 2024, and (iii) 61,711 shares of common stock Dr. LaMattina has the right to acquire pursuant to outstanding options which are exercisable within 60 days of April 19, 2024.
(14)			Consists of (i) 2,145 shares of common stock, (ii) 1,142 shares of common stock issuable to Mr. Haas upon settlement of outstanding restricted stock units which will vest within 60 days after April 19, 2024, and (iii) 8,841 shares of common stock Mr. Haas has the right to acquire pursuant to outstanding options which are exercisable within 60 days of April 19, 2024.
(15)			Consists of (i) 28,926 shares of common stock, (ii) 1,142 shares of common stock issuable to Dr. Sabba upon settlement of outstanding restricted stock units which will vest within 60 days of April 19, 2024, and (iii) 65,816 shares of common stock Dr. Sabba has the right to acquire pursuant to outstanding options which are exercisable within 60 days of April 19, 2024.
(16)			The number and percentage of shares beneficially owned excludes the number of shares which are subject to restricted stock units and held by the applicable individual that are not scheduled to vest within 60 days of April 19, 2024.


Name			Title
Todd C. Davis			Chief Executive Officer
Matthew Korenberg			President and Chief Operating Officer
Tavo Espinoza			Chief Financial Officer
Andrew Reardon			Chief Legal Officer and Secretary


OVERVIEW OF 2023 COMPENSATION PROGRAMS AND DECISIONS In line with our executive compensation program’s emphasis on pay for performance, compensation awarded to our named executive officers for 2023 reflected our financial results and overall compensation philosophy.
Base Salary Adjustments:			During 2023, Mr. Davis did not receive an increase in salary compared to his salary for 2022. In 2023, the salaries of Mr. Korenberg, Mr. Espinoza and Mr. Reardon increased by 2.0%, 9.0% and 5.1%, respectively, as compared to their salaries for 2022.
Pay-for-Performance Annual Bonuses:			Our annual bonus program rewards our named executive officers based on company achievement of pre-established financial and strategic objectives. For 2023, our Company focused on key corporate objectives in the following areas: financial performance, business development and operations goals. The annual program is formulaic using pre-set goals. Based on corporate performance in these areas during 2023, our Human Capital Management and Compensation Committee determined that our named executive officers should be paid annual bonuses at 100% of targeted levels.
Equity Emphasis on Performance-Based Equity Awards			Our Human Capital Management and Compensation Committee continued its practice of ensuring that a substantial portion of our named executive officers’ total compensation is awarded in the form of long-term equity incentive awards. During 2023, our named executive officers received the following annual awards granted in accordance with the weightings described below. •Stock Options – 40% of Total Target Equity Value: 40% of each named executive officer’s annual long-term equity incentive award was granted in the form of stock options, which we consider to be performance-based awards as they provide value to our executives only if our stock price increases. These stock options are subject to our standard four year vesting schedule. •Performance-Based Restricted Stock Units (“PSUs”) – 33% of Total Target Equity Value: i.33% of each named executive officer’s annual long-term equity incentive award was granted in the form of PSUs. The PSUs granted in 2023 were tied to two corporate goals with equal weightings: (i) relative total shareholder return (TSR) objectives and (ii) the addition of new programs to our partnered portfolio. ii.The Human Capital Management and Compensation Committee selected the foregoing performance measures because they represent two key performance metrics tied to our near-term and long-term business objectives and, with respect to the relative TSR objectives, are appropriately measured over the related period of time, thereby creating the clearest link between executive actions, corporate results and our continued long-term success. •Time-Based Restricted Stock Units (“RSUs”) – 27% of Total Target Equity Value: The remainder of the annual long-term equity incentive awards granted to our named executive officers was granted in the form of RSUs that are subject to our standard three year vesting schedule.


Attract and Retain the Right Individuals			Our compensation program is designed to attract, motivate and retain individuals of superior ability and managerial talent critical to its long-term success.
Pay for Performance			The majority of our named executive officers’ total compensation ties compensation directly to the achievement of corporate objectives, increases in our stock price or both. We emphasize pay for performance in order to create incentives to achieve key strategic and corporate performance objectives, align executive compensation with our business strategy and the creation of long-term stockholder value.
Align Executive Pay with Corporate Objectives and Stockholder Interests			Our compensation program aligns executive compensation with our corporate strategies, business objectives and long-term stockholder interests by rewarding successful execution of our business plan and tying a significant portion of total compensation opportunities to performance-based compensation. As a result, our compensation program enhances the executives’ incentive to increase our stock price and maximize stockholder value.
Market Competitive Pay			The Human Capital Management and Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements, including base salary.


Peer Group Selection Criteria
•US-based commercial companies with an emphasis on companies with a product on the market.
•Revenues ranging from $50 million to $400 million. Ligand’s trailing 12-month revenues (post-OmniAb spinoff) as of November 2022 (approximately $135 million), when the peer group was selected, approximated the 32nd percentile of the selected peers.
•Market values between $350 million and $3.5 billion (based on trading values in November 2022 when the peer group was selected). Ligand’s market capitalization in November 2022 (approximately $1.1 billion), when the peer group was selected, approximated the 45th percentile of the selected peers.
•Companies with a headcount generally below 250 employees.


Agios Pharmaceuticals	Deciphera Pharmaceuticals	Rhythm Pharmaceuticals
Axsome Therapeutics	Heron Therapeutics	Theravance Biopharma
Catalyst Pharmaceuticals	Innoviva	Travere Therapeutics
Coherus BioSciences	Intercept Pharmaceuticals	Vanda Pharmaceuticals
Collegium Pharmaceutical	Ironwood Pharmaceuticals	Vericel
Corcept Therapeutics	REGENXBIO	Xencor


Name	2023 Base Salary		% Base Salary Increase (Over 2022)
Todd C. Davis	$	650,000	—
Matthew Korenberg	550,800		2.0	%
Tavo Espinoza	436,000		9.0	%
Andrew Reardon	436,000		5.1	%


Name			2023 Target Bonus (as a % of Base Salary)
Todd C. Davis			60%
Matthew Korenberg			50%
Tavo Espinoza			40%
Andrew Reardon			40%


Objective	Actual	Performance Achievement
Financial •Revenue of $120 million •Adjusted EBITDA(1) of $60 million	•Revenue of $131.3 million – 109% of target goal •Adjusted EBITDA of $74.6 million – 124% of target goal	117%
Business Development •Execute transactions to add at least five new programs to the portfolio that are in phase 1 development or more advanced	•Added seven new programs through acquisitions, assets purchase and other investments, as well as two new license deals	140%
Operations •Complete Pelican restructuring •Consolidate San Diego facilities into one location •Refocus investors and analysts on Ligand financial growth post-OABI spinoff	•Pelican/Primrose transaction completed •San Diego facilities consolidated •Significant investor engagement and dialogue	100%


Name	Base Salary		Target Bonus (as % of base salary)	Corporate Performance Achievement %		Total 2023 Annual Bonus(1)

Todd Davis	$	650,000	60%	100	%	$	390,000
Matthew Korenberg	550,800		50%	100	%	274,956
Tavo Espinoza	436,000		40%	100	%	173,202
Andrew Reardon	436,000		40%	100	%	173,705


Name	Total Stock Option Target Value (40%)		Number of Stock Options Granted(1)	Total RSU Target Value (27%)		Number of RSUs Granted(2)	Total PSU Target Value (33%)		Number of PSUs Granted (at Target)(2)
Todd Davis	$	1,800,000	46,178	$	1,215,000	17,005	$	1,485,000	20,783
Matthew Korenberg	960,000		24,628	648,000		9,069	792,000		11,085
Tavo Espinoza	640,000		16,419	432,000		6,046	528,000		7,390
Andrew Reardon	600,000		15,393	405,000		5,668	495,000		6,928