Ligand Pharmaceuticals Inc DEF 14A, filed Apr 22, 2025

Ligand Pharmaceuticals Inc (LGND)

DEF 14A 2025-04-22 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Ligand Pharmaceuticals Inc filed this DEF 14A on April 22, 2025.

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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 6, 2025
TIME			11:30 a.m. (Eastern Time)
VIRTUAL MEETING LINK			www.meetnow.global/MMSTHKX
RECORD DATE			Thursday, April 17, 2025


Proxy Statement Summary			1
General Information About the Annual Meeting and Voting			6
Proposal No. 1: Election of Directors			12
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm			19
Audit Committee Report			21
Proposal No. 3: Approval of the Compensation of the Named Executive Officers			22
Executive Officers			23
Security Ownership of Certain Beneficial Owners, Directors and Management			24
Delinquent Section 16(a) Reports			26
Executive Compensation and Other Information			27
Human Capital Management and Compensation Committee Report			45
Compensation Tables			46
Pay Ratio Disclosure			52
Pay Versus Performance Disclosure			53
Compensation Committee Interlocks and Insider Participation			56
Equity Compensation Plans			56
Certain Relationships and Related Transactions			56
Other Information			57
Appendix A: Reconciliation of Non-GAAP Financial Measures			60


Item	Description of Proposal	Recommendation	Page
1	Election of directors	FOR	12
2	Ratification of independent registered public accounting firm	FOR	19
3	Approval of compensation of named executive officers	FOR	22


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)	56	2006	Founder and Managing General Partner of JALAA Equities, LP
Todd C. Davis	64	2007	Chief Executive Officer of Ligand Pharmaceuticals Incorporated Co-Founder and Former Managing Partner of HealthCare Royalty Partners (now HCRx)
Nancy R. Gray, Ph.D.(A)(N)	65	2017	President and Chief Executive Officer of Gordon Research Conferences
Jason Haas (A)(HC)	57	2022	Chief Financial Officer of Odyssey Therapeutics Former Chief Financial Officer of Syros Pharmaceuticals Former Co-Head of Americas, Healthcare Investment Banking at Barclays
John W. Kozarich, Ph.D. (N)	75	2003	Co-Founder and Chief Executive Officer of Paludatus Pharmaceuticals Former Chairman and President of ActivX Biosciences Former Vice President for Merck Research Laboratories
John L. LaMattina, Ph.D.(HC)	75	2011	Senior Partner and Board Member at PureTech Health Former President for Pfizer Global R&D
Stephen L. Sabba, M.D. (A)	65	2008	Leading BioPharma Analyst and Fund Manager for Knott Partners, L.P.
Martine Zimmermann, Pharm.D. (A)	56	2023	SVP, Head of Regulatory Affairs and R&D Quality at Ipsen Biopharmaceuticals


Focus Areas			Description
Environmental			During 2024 and early 2025, we made good progress on sustainability and operational efficiency initiatives which aligned with long-term value creation and shareholder interests. We completed our $2.6 million solar investment at Kansas University Innovation Park, 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. Led by employee volunteers through 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 because we believe doing so fosters innovation and retention. As of December 31, 2024, approximately 18% and 9% of our workforce is Asian and Hispanic, respectively. Additionally, 48% of our workforce is female and 52% is male. We believe that our business benefits from the different perspectives a diverse workforce brings. 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 charitable giving 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			Our environmental and workplace initiatives and programs are managed and monitored by senior management throughout the year and the Board exercises oversight over the programs. 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 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 named executive officers (other than our CEO) 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, and the approval, on an advisory basis, of the compensation of the named executive officers as disclosed in this proxy statement.
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 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/MMSTHKX. 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 03, 2025. 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 the Record Date 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 and 3 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. Absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on the election of directors. 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, 2025 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. 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 the “notice and access” 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 2024 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 May 26, 2025 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 22, 2025. 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.


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 05, 2025.
	'	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 05, 2025.
	.	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 legal proxy from your broker, bank or other agent and register with Computershare no later than 5:00 p.m., Eastern Time, on June 03, 2025. 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 19,280, 962 shares of our common stock outstanding and entitled to vote. Accordingly, 9,640,482 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.


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
Strategic Transaction Committee	—	—
Science & Technology Operations Committee	—	—


	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


	Target Value of RSU Award(1)	Target Value of Option Award(2)	Total Target Value of Award
Initial Grant	$168,000	$337,000	$505,000
Annual Grant	125,000	250,000	375,000


Name	Fees Paid in Cash		Stock Awards(1)		Option Awards(1)		Total
Jason M. Aryeh	$	59,565	$	100,235	$	192,613	$	352,413
Nancy R. Gray, Ph.D.	57,065		100,235		192,613		349,913
Jason Haas	67,065		100,235		192,613		359,913
John W. Kozarich, Ph.D.	82,065		100,235		192,613		374,913
John L. LaMattina, Ph.D.	49,565		100,235		192,613		342,413
Stephen L. Sabba, M.D.	62,065		100,235		192,613		354,913
Martine Zimmermann, PharmD.	47,065		100,235		192,613		339,913


Name	Number of Shares Underlying Outstanding Restricted Stock Units	Number of Shares Underlying Outstanding Stock Options
Jason M. Aryeh	1,252	37,744

Nancy R. Gray, Ph.D.	1,252	35,146
Jason Haas	2,252	21,043
John W. Kozarich, Ph.D.	1,252	42,289
John L. LaMattina, Ph.D.	1,252	37,744
Stephen L. Sabba, M.D.	1,252	42,289
Martine Zimmermann, PharmD.	2,775	16,789


Fee Category	Fiscal Year 2024 Fees		Fiscal Year 2023 Fees
Audit Fees(1)	$	1,457,193	$	1,159,738
Audit-related fees(2)	1,060,808		325,554
Tax Compliance Fees (3)		486,069		596,871
		3,004,070		2,082,163
Tax Advice and Planning Services(4)	61,515		151,388
Total Fees	$	3,065,585	$	2,233,551


Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class Owned
BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055	2,945,939	15.3%
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355	1,876,514	9.7%
Janus Henderson Group plc(3) 201 Bishopsgate EC2M 3AE United Kingdom	1,015,023	5.3%
Directors and Executive Officers
Todd C. Davis(4)(15)	313,626	1.6%
Tavo Espinoza(5)(15)	91,638	*
Andrew Reardon(6)(15)	88,295	*
Matthew Korenberg(7)(15)	304,480	1.6%
Jason M. Aryeh(8)	206,629	1.1%
Nancy R. Gray, Ph.D.(9)	43,283	*
John W. Kozarich, Ph.D.(10)	124,655	*
John L. LaMattina, Ph.D.(11)	97,922	*
Jason Haas(12)(15)	23,313	*
Stephen L. Sabba, M.D.(13)	105,096	*
Martine Zimmermann, Pharm.D.(14)	12,492	*
Directors and executive officers as a group (11 people)(15)	1,411,429	7.0%


*			Less than one percent.
(1)			Represents shares of common stock owned by funds affiliated with BlackRock, Inc.(“BlackRock”) at December 31, 2024, as indicated in the entity’s Schedule 13G/A filed with the SEC on February 5, 2025. The principal address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. BlackRock has sole voting power over 2,903,990 shares of our common stock and sole dispositive power over 2,945,939 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, 2024, as indicated in the entity’s Schedule 13G/A filed with the SEC on February 14, 2025. The principal address of Janus Henderson Group plc is 201 Bishopsgate EC2M 3AE, United Kingdom. Janus Henderson Group plc has shared voting and dispositive power over 1,015,023 shares of our common stock.
(4)			Consists of (i) 103,050 shares of common stock, and (ii) 210,576 shares of common stock Mr. Davis has the right to acquire pursuant to outstanding options which are exercisable within 60 days of the Record Date.
(5)			Consists of (i) 8,393 shares of common stock, and (ii) 83,245 shares of common stock Mr. Espinoza has the right to acquire pursuant to outstanding options which are exercisable within 60 days of the Record Date.
(6)			Consists of (i) 18,815 shares of common stock, and (ii) 69,480 shares of common stock Mr. Reardon has the right to acquire pursuant to outstanding options which are exercisable within 60 days of the Record Date.
(7)			Consists of (i) 50,777 shares of common stock, and (ii) 253,703 shares of common stock Mr. Korenberg has the right to acquire pursuant to outstanding options which are exercisable within 60 days of of the Record Date.
(8)			Consists of (i) 78,080 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) 1,252 shares of common stock issuable to Mr. Aryeh upon settlement of outstanding restricted stock units which will vest within 60 days of the Record Date, and (v) 70,678 shares Mr. Aryeh has the right to acquire pursuant to outstanding options which are exercisable within 60 days of the Record Date. 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.
(9)			Consists of (i) 6,885 shares of common stock, (ii) 1,252 shares of common stock issuable to Dr. Gray upon settlement of outstanding restricted stock units which will vest within 60 days of the Record Date, and (iii) 35,146 shares of common stock Dr. Gray has the right to acquire pursuant to outstanding options which are exercisable within 60 days of the Record Date.
(10)			Consists of (i) 43,775 shares of common stock, (ii) 1,252 shares of common stock issuable to Dr. Kozarich upon settlement of outstanding restricted stock units which will vest within 60 days of the Record Date, and (iii) 79,628 shares of common stock Dr. Kozarich has the right to acquire pursuant to outstanding options which are exercisable within 60 days of the Record Date.
(11)			Consists of (i) 29,515 shares of common stock, (ii) 1,252 shares of common stock issuable to Dr. LaMattina upon settlement of outstanding restricted stock units which will vest within 60 days after the Record Date, and (iii) 67,155 shares of common stock Dr. LaMattina has the right to acquire pursuant to outstanding options which are exercisable within 60 days of the Record Date.
(12)			Consists of (i) 4,397 shares of common stock, (ii) 1,252 shares of common stock issuable to Mr. Haas upon settlement of outstanding restricted stock units which will vest within 60 days after the Record Date, and (iii) 17,664 shares of common stock Mr. Haas has the right to acquire pursuant to outstanding options which are exercisable within 60 days of the Record Date.
(13)			Consists of (i) 32,584 shares of common stock, (ii) 1,252 shares of common stock issuable to Dr. Sabba upon settlement of outstanding restricted stock units which will vest within 60 days of the Record Date, and (iii) 71,260 shares of common stock Dr. Sabba has the right to acquire pursuant to outstanding options which are exercisable within 60 days of the Record Date.
(14)			Consists of (i) 2,014 shares of common stock, (ii) 1,252 shares of common stock issuable to Dr. Zimmermann upon settlement of outstanding restricted stock units which will vest within 60 days of the Record Date, and (iii) 9,226 shares of common stock Dr. Zimmermann has the right to acquire pursuant to outstanding options which are exercisable within 60 days of the Record Date.
(15)			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 the Record Date.


Name			Title
Todd C. Davis			Chief Executive Officer
Tavo Espinoza			Chief Financial Officer
Andrew Reardon			Chief Legal Officer and Secretary
Matthew Korenberg(1)			Former President and Chief Operating Officer


OVERVIEW OF 2024 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 2024 reflected our financial results and overall compensation philosophy.
Base Salary Adjustments:			During 2024, the salaries of Mr. Davis, Mr. Espinoza, Mr. Reardon and Mr. Korenberg increased by 7.7%, 8.4%, 4.0% and 4.0% respectively, as compared to their salaries for 2023.
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 2024, our Company focused on key corporate objectives in the following areas: financial performance, business development and operations. The annual program is formulaic using pre-set goals. Based on corporate performance in these areas during 2024, our Human Capital Management and Compensation Committee determined that our named executive officers should be paid annual bonuses at 130% of targeted levels, with the exception of Matt Korenberg, who received a bonus at 50% of target levels due to resigning from his position as President and Chief Operating Officer, effective October 15, 2024.
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 2024, 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 2024 were tied to two corporate goals with equal weightings: (i) projected 2028 revenue from the new deals entered from January 1, 2024 through December 31, 2025 and (ii) the compound annual growth rate of adjusted EPS from January 1, 2024 through December 31, 2026. 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 PSU 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. Competitive market data represents one of many factors considered by the Human Capital Management and Compensation Committee in determining compensation for the CEO and other executive officers.


65 Equity Partners	Crestview	OrbiMed Advisors
Altas	Deerfield Management	Paine Schwartz Partners
Audax Management Company, LLC	Dorilton Capital	Quilvest Capital Partners
BDT Capital Partners, LLC	GI Partners	Riverside Company
Berkshire Partners	Great Hill Partners	SK Capital Partners
Bruin Capital	J.F. Lehman & Company	Stellex Capital Partners
CapitalG	KSL Capital Partners, LLC	TH Lee
CC Capital Management, LLC	LLR Partners	The Sterling Group
Centerbridge Partners	Madison Dearborn	Trive Capital
Charlesbank Capital Partners	MidOcean Partners	Warren Equity Partners
Corsair Capital	Northleaf Capital Partners
Court Square Capital Partners	Norwest Equity Partners


Peer Group Selection Criteria
•Pharmaceuticals, Late-Stage Pre-Commercial & Commercial, with consideration towards Ligand’s various assets.
•Revenues ranging from $0 million to $400 million. At the time the peer group was established in October 2023, Ligand was positioned at the 86th percentile of the peer group for projected revenues for fiscal year 2023.
•Market capitalizations between $300 million and $3.0 billion. Ligand’s 30-day average market capitalization as of October 2023 was approximately $1.04 billion. The peer group ranged between 1/3x to 3x of Ligand’s 30-day average. Ligand’s market capitalization was positioned at the 50th percentile of the approved peer group.
•Companies with a headcount generally below 130 employees.


89bio	Day One Biopharmaceuticals	SIGA Technologies
Akero Therapeutics	HilleVax	Structure Therapeutics
Ardelyx	Innoviva	Summit Therapeutics
Assertio	Liquidia	Theravance Biopharma
Cassava Sciences	Madrigal Pharmaceuticals	Ventyx Biopharma
Catalyst Pharmaceuticals	MoonLake Immunotherapeutics	Vera Therapeutics
CymaBay Therapeutics	Protagonist Therapeutics


Name	2024 Base Salary		% Base Salary Increase (Over 2023)
Todd C. Davis	$	700,000	7.7	%
Tavo Espinoza	472,600		8.4	%
Andrew Reardon	453,400		4.0	%
Matthew Korenberg(1)	572,800		4.0	%


Name	2024 Target Bonus (as a % of Base Salary)
Todd C. Davis	70	%
Tavo Espinoza	40	%
Andrew Reardon	40	%
Matthew Korenberg	50	%


Objective	Actual	Performance Achievement
Financial •Revenue of $143 million (or $130 million without Apeiron) •Core cash flow(1) of $94 million (or $85 million without Apeiron)	•Revenue of $167 million – 117% of target goal •Core cash flow of $105 million – 112% of target goal	115%
Business Development •Execute transactions to add at least five new programs to the portfolio that are in clinical development or more advanced	•Added twelve new programs through acquisitions, assets purchase and other investments	171%
Operations •Complete Pelthos transaction •Complete at least 5 new Captisol license or CUA transactions •Complete organizational realignment and build-out •Increase investor relations activity and shareholder interaction	•Pelthos transaction - 3 term sheets with viable partners •Captisol - 6 Captisol Use Agreements and 1 license agreement •Organizational realignment and build-out - successfully completed •Increased participation by institutional investors, expanded research analyst coverage, restructured investor relation team to enhance investor focus and implement a strategic approach for improved outcomes	110%


Name	Base Salary		Target Bonus (as % of base salary)		Corporate Performance Achievement %		Total 2024 Annual Bonus(1)

Todd Davis	$	700,000	70	%	130	%	$	637,000
Tavo Espinoza	472,600		40%		130	%	250,000
Andrew Reardon	453,400		40%		130	%	240,000
Matthew Korenberg	572,800		50	%	50	%	142,789(2)


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	$	3,600,000	131,723	$	2,430,000	32,436	$	2,970,000	39,644
Tavo Espinoza	800,000		29,272	540,000		7,208	660,000		8,810
Andrew Reardon	800,000		29,272	540,000		7,208	660,000		8,810
Matthew Korenberg	1,600,000		59,544	1,080,000		14,416	1,320,000		17,619


Name	Grant date(1)	Number of securities underlying the award	Exercise price of the award ($/share)	Grant date fair value of the award	Percentage change in the closing market price of the securities underlying the award between the trading ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Todd Davis	2/27/2024	131,723	89.20	5,142,650	20	%
Tavo Espinoza	2/27/2024	29,272	89.20	1,142,820	20	%
Andrew Reardon	2/27/2024	29,272	89.20	1,142,820	20	%
Matthew Korenberg	2/27/2024	59,544	89.20	2,285,640	20	%


Projected 2028 Revenue from Acquired Assets During Revenue Performance Period			% OF TARGET PAID
$65 million			200%
$55 million			150%
$45 million			100%
$35 million			50%
< $35 million			—%


Adjusted EPS		Adjusted EPS CAGR for Adjusted EPS Performance Period	Adjusted EPS CAGR Performance Multiplier
2023	2026
$4.06	$7.93	25%	200%
$4.06	$7.02	20%	150%
$4.06	$6.17	15%	100%
$4.06	$5.40	10%	50%
$4.06	<$5.40	<10%	—%


Name and Principal Position	Year	Salary		Stock Awards(1)		Option Awards(1)		Non-Equity Incentive Plan Compensation(2)		All Other Compensation(3)		Total

Todd C. Davis(4)	2024	$	695,834	$	6,429,536	$	5,142,650	$	637,000	$	9,960	$	12,914,980
Chief Executive Officer	2023	650,007		3,378,456		1,788,095		390,000		9,960		6,216,518
	2022	49,243		79,607		5,001,298		—		65,021		5,195,169


Tavo Espinoza	2024	469,550		1,428,806		1,142,820		250,000		7,380		3,298,556
Chief Financial Officer	2023	433,005		1,201,271		635,773		173,202		7,380		2,450,631
	2022	330,097		1,385,048		1,430,012		119,715		7,380		3,272,252


Andrew Reardon	2024	451,950		1,428,806		1,142,820		240,000		7,380		3,270,956
Chief Legal Officer and Secretary	2023	434,262		1,126,169		596,045		173,705		6,900		2,337,081
	2022	172,917		1,023,470		1,746,108		62,250		2,909		3,007,654


Matthew Korenberg(5)	2024	385,545		6,716,643		5,802,366		142,789		118,326		13,165,669
	2023	549,912		1,801,880		953,640		274,956		6,900		3,587,288
Former President and Chief Operating Officer	2022	519,858		2,691,809		3,089,749		234,229		6,900		6,542,545


Name	Grant Date	Date of Board Action approving Award	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock or Units (#)(3)		All Other Option Awards: Number of Securities Underlying Options (#)(4)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)
			Threshold ($)	Target ($)	Maximum ($)	Threshold (#)		Target (#)		Maximum (#)
Todd C. Davis
	01/30/24	01/30/24	—	490,000	—		—		—		—		—		—		—		—
	02/27/24	02/27/24	—	—	—		—		39,644		79,288		—		—		—		3,536,245
	02/27/24	02/27/24	—	—	—		—		—		—		32,436		—		—		2,893,291
	02/27/24	02/27/24	—	—	—		—		—		—		—		131,723		89.20		5,142,650
Tavo Espinoza
	01/30/24	01/30/24	—	189,040	—		—		—		—		—		—		—		—
	02/27/24	02/27/24	—	—	—		—		8,810		17,620		—		—		—		785,852
	02/27/24	02/27/24	—	—	—		—		—		—		7,208		—		—		642,954
	02/27/24	02/27/24	—	—	—		—		—		—		—		29,272		89.20		1,142,820
Andrew Reardon
	1/30/24	1/30/24	—	181,360	—		—		—		—		—		—		—		—
	2/27/24	2/27/24	—	—	—		—		8,810		17,620		—		—		—		785,852
	2/27/24	2/27/24	—	—	—		—		—		—		7,208		—		—		642,954
	2/27/24	2/27/24	—	—	—		—		—		—		—		29,272		89.20		1,142,820
Matthew Korenberg(6)
	1/30/24	1/30/24	—	142,742	—		—		—		—		—		—		—		—
	2/27/24	2/27/24	—	—	—		—		17,619		35,238		—		—		—		1,571,615
	2/27/24	2/27/24	—	—	—		—		—		—		14,416		—		—		1,285,907
	2/27/24	2/27/24	—	—	—		—		—		—		—		58,544		89.20		2,285,640
	8/2/24(7)	8/2/24	—	—	—		—		—		—		—		—		—		2,603,427
	8/2/24(8)	8/2/24	—	—	—		—		—		—		—		—		—		371,697
	8/2/24(9)	8/2/24	—	—	—		—		—		—		—		—		—		541,602
	8/2/24(10)	8/2/24	—	—	—		—		—		—		—		—		—		789,808
	8/2/24(11)	8/2/24	—	—	—		—		—		—		—		—		—		726,363
	8/2/24(12)	8/2/24	—	—	—		—		—		—		—		—		—		643,919
	8/2/24(13)	8/2/24	—	—	—		—		—		—		—		—		—		1,149,157
	8/2/24(14)	8/2/24	—	—	—		—		—		—		—		—		—		218,526
	8/2/24(15)	8/2/24	—	—	—		—		—		—		—		—		—		331,349