Jason Aryeh
About Jason Aryeh
Independent director and Series A Preferred Director elected October 29, 2025; age 57; joined the LFCR Board in August 2024. Founder and Managing General Partner of JALAA Equities, LP (since 1997), with 25+ years of life sciences equity investment experience; B.A. in Economics (honors) from Colgate University; Omnicron Delta Epsilon Honor Society in Economics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JALAA Equities, LP | Founder & Managing General Partner | 1997–present | Life sciences-focused private investment fund |
| Cystic Fibrosis Foundation Therapeutics Board | Director | Feb 2011–Feb 2018 | Oversight of therapeutics programs |
| Multiple life sciences companies/foundations | Director or consultant | Since 2006 | Governance and strategic advisory across 15+ orgs |
External Roles
| Organization | Ticker | Role | Committee Assignments / Chair | Tenure |
|---|---|---|---|---|
| Ligand Pharmaceuticals | LGND | Director | Chair, Nominating & Governance; Member, Compensation | Current |
| Orchestra BioMed | OBIO | Director | Chair, Nominating & Governance; Member, Audit | Current |
| Anebulo Pharmaceutical | ANEB | Director | Chair, Nominating & Governance; Member, Audit | Current |
Board Governance
- Committee assignments at LFCR: Audit Committee member and Nominating & Corporate Governance Committee member; designated as an “audit committee financial expert.” All committee members (including Aryeh) meet SEC/Nasdaq independence and financial literacy requirements. Audit Committee met 11 times; Compensation 5; Nominating & Governance 4 in FY2025 .
- Independence: Board affirmatively determined independence for all directors except the CEO; Aryeh is independent under Nasdaq standards .
- Series A Preferred Director: Nominated pursuant to Cooperation Agreements with 22NW, Legion Partners, and Wynnefield; elected solely by Series A Preferred holders; voted “For” by 38,776 preferred votes at the 2025 annual meeting .
- Board leadership and executive sessions: Non‑executive Chair (Katrina Houde) presides; independent directors meet at each board meeting and at least twice per year in executive session .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non‑employee director retainer |
| Committee membership retainers | $10,000 (Audit), $10,000 (Compensation), $5,000 (Nominating & Governance) | Chair retainers: $20,000 (Audit), $20,000 (Compensation), $10,000 (Nominating & Governance) |
| Meeting fees | None | No meeting fees; reimbursement of reasonable expenses; special committee had separate fees (Aryeh not listed as member) |
| Name | Fee Earned or Paid in Cash ($) | Stock Awards ($) | Other | Total ($) |
|---|---|---|---|---|
| Jason Aryeh (FY2025 partial year) | $47,975 | $137,502 | $— | $185,477 |
Performance Compensation
| Grant Date | Award Type | Shares | Grant-Date Fair Value | Vesting Schedule | Settlement Timing |
|---|---|---|---|---|---|
| Aug 19, 2024 | RSU | 24,554 | $137,500 | Vests on earlier of July 8, 2025 or 2025 annual meeting date ≥50 weeks from Jul 8, 2024 | Vested and settled Jul 8, 2025 |
- Equity mix and instruments: LFCR grants fixed-value RSUs to non‑employee directors (typical annual value $150,000 for 30,000 shares for directors serving as of Jul 8, 2024; new appointees received pro‑rated awards) .
- Options: As of May 25, 2025, the Board had no outstanding options; Aryeh had outstanding and unvested RSUs prior to vesting; subsequently vested July 8, 2025 .
Other Directorships & Interlocks
- Activist/holder interlock: Cooperation Agreements with 22NW, Legion Partners, and Wynnefield shaped board composition and nominated Aryeh as Series A Preferred Director; Preferred holders retain approval rights over several corporate actions while ≥30% remains outstanding .
- No related‑party transactions disclosed involving Aryeh; Audit Committee administers Related Party Transaction Policy .
Expertise & Qualifications
- 25+ years in life sciences equity investing; multi‑company board experience; audit committee financial expert designation; governance chair experience across multiple issuers .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common | Series A Preferred Shares | % of Series A Preferred | Combined Voting Power |
|---|---|---|---|---|---|
| Jason Aryeh | 24,554 | <1% | — | — | <1% |
- Ownership guidelines: Non‑employee directors expected to hold Common Stock valued at ≥3× annual cash retainer; new directors have five years to meet; until compliant, must retain 50% of net shares from equity vesting/exercise .
- Pledging/hedging: Not disclosed in proxy; no pledging noted for Aryeh in ownership table .
- Election outcome signal: Strong preferred holder support (38,776 “For”) for Aryeh as Series A Preferred Director at 2025 annual meeting .
Governance Assessment
- Strengths: Independent status; audit committee financial expert; active roles on Audit and Nominating & Governance committees; meaningful external governance leadership as chair at multiple public companies; clear equity alignment framework with 3× retainer guideline and mandatory post‑vesting retention .
- Watch items and potential conflicts: Board composition influenced by Cooperation Agreements and Preferred holder rights, which centralize certain approvals and Board nominations; Aryeh’s preferred‑holder seat may signal alignment with significant holders over common shareholders on specific matters—monitor interplay on capital structure, indebtedness caps, and governance amendments while Preferred ≥30% outstanding .
- Compensation signals: Director pay is standard (cash retainers and fixed‑value RSUs) with pro‑rata awards upon appointment; no options outstanding—equity is time‑based RSUs, which promote retention but lack performance conditions; no anomalous or discretionary director payments disclosed for Aryeh .
- Shareholder sentiment: 2025 say‑on‑pay passed with 24,642,130 “For” vs. 238,354 “Against” (advisory), indicating broad investor support for compensation practices; while not director‑specific, it reflects governance stability in the period .
RED FLAGS to monitor: Preferred holder governance rights and nomination control while ≥30% remains outstanding; any future related‑party transactions reviewed by Audit; shifts in director equity from fixed‑value RSUs toward guaranteed cash would weaken alignment—none disclosed presently .