Andrew Reardon
LIGAND PHARMACEUTICALSAbout Andrew Reardon
Andrew Reardon, 50, is Chief Legal Officer and Secretary of Ligand Pharmaceuticals. He joined Ligand in August 2022 and has served as Chief Legal Officer since November 2022. He previously was Managing Director and Chief Legal Officer at HealthCare Royalty Partners (2011–2022) and a senior associate at Willkie Farr & Gallagher focused on corporate transactions (finance and M&A). He holds a J.D. (High Distinction) from the University of Iowa College of Law and a B.A. with honors from SUNY Old Westbury. His incentive framework is tied to company-wide annual objectives and long-term PSUs measured by relative TSR, projected revenue from acquired assets, and adjusted EPS CAGR, aligning pay with value creation outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HealthCare Royalty Partners | Managing Director & Chief Legal Officer | Jul 2011 – May 2022 | Global healthcare investment firm focused on biopharma products via royalty/revenue interests and structured credit |
| Willkie Farr & Gallagher | Senior Associate | Prior to 2011 (years not disclosed) | Corporate transactions, including finance and mergers & acquisitions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board or external directorships disclosed in filings reviewed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $172,917 | $434,262 | $451,950 |
| All Other Compensation ($) | $2,909 | $6,900 | $7,380 |
| Annualized Base Salary (Company table) | — | — | $453,400; +4.0% vs 2023 |
| Target Annual Bonus (% of base) | — | 40% (unchanged vs 2024) | 40% |
Performance Compensation
Annual Cash Incentive (2024)
| Item | Value |
|---|---|
| Base Salary (for bonus calc) | $453,400 |
| Target Bonus (% of base) | 40% |
| Corporate Performance Achievement | 130% |
| Total 2024 Annual Bonus Paid | $240,000 |
Long-Term Incentive Grants (2024 awards approved Jan/Feb 2024)
| Component | Target Value ($) | Quantity | Grant / Exercise Price | Grant Date |
|---|---|---|---|---|
| Stock Options | $800,000 | 29,272 options | $89.20 exercise | Feb 27, 2024 |
| RSUs | $540,000 | 7,208 RSUs | n/a | Feb 27, 2024 |
| PSUs (target) | $660,000 | 8,810 PSUs (target) | n/a | Feb 27, 2024 |
RSU vesting schedule for 2024 grants: equal installments on February 15, 2025, 2026, and 2027 . Options generally vest 12.5% after six months and the remainder in 42 equal monthly installments (10-year term) .
PSU Performance Metric Design
| Grant Year | Target Shares | Metrics | Performance Window | Max Payout |
|---|---|---|---|---|
| 2024 | 8,810 | 50% projected 2028 revenue from assets acquired in 2024–2025; 50% adjusted EPS CAGR over 2024–2026 | Revenue metric measured over 2 years (to Dec 31, 2025); EPS metric measured over 2 years (to Dec 31, 2026) | 200% multiplier possible |
| 2023 | 6,928 | Relative TSR vs NASDAQ Biotechnology Index (3-year); number of new programs (2-year) | Jan 1, 2023–Dec 31, 2025 (TSR); Jan 1, 2023–Dec 31, 2024 (programs) | 200% multiplier possible |
| 2022 | 3,432 | Combined Ligand + OmniAb relative TSR vs NASDAQ Biotechnology Index | From OmniAb spin-off to Dec 31, 2024 | 200% multiplier possible |
Equity Ownership & Alignment
Beneficial Ownership (Record Date basis)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Andrew Reardon | 88,295 | “*” (less than 1%; company does not specify exact figure for this holder) |
| Shares Outstanding (for % calc context) | 19,280,962 | — |
Outstanding and Unvested Equity at FY-end (Dec 31, 2024)
| Award Type | Detail |
|---|---|
| Options (Exercisable/Unexercisable) | 29,055 / 30,389 @ $52.27 expiring 7/31/2032 ; 7,056 / 8,337 @ $75.09 expiring 2/22/2033 ; 6,098 / 21,472 @ $89.20 expiring 2/26/2034 |
| RSUs (unvested) | 13,845 unvested (2,859 granted 8/10/2022; 3,778 granted 2/23/2023; 7,208 granted 2/27/2024) |
| PSUs outstanding (target) | 8,810 (2024 PSUs); 6,928 (2023 PSUs); 3,432 (2022 PSUs) |
| Stock vested and option exercises in 2024 | 13,500 shares acquired on option exercise; value realized $483,596; 4,751 shares vested; value $427,632 |
Pledging, Hedging, and Trading Plans
- Insider Trading Compliance Program prohibits pledging for margin loans and holding company securities in margin accounts; “Permitted Pledge” only allowed up to 15% of beneficial holdings with Compliance Officer approval and other conditions. No disclosure indicates Reardon has pledged any shares .
- Put/call options and other hedging transactions are not permitted under 10b5-1 trading plans; the company does not maintain other hedging policies beyond these prohibitions in prior proxy disclosures .
- All insider transactions must be pre-cleared with the Compliance Officer (Andrew Reardon), with blackout windows around quarter-ends and earnings releases .
Employment Terms
Role, Tenure, and Biography
- Chief Legal Officer since November 2022; joined Ligand in August 2022; age 50; education and prior roles per Executive Officers section .
Severance and Change-in-Control Economics (as of Dec 31, 2024; assumes $107.15 stock price)
| Scenario | Salary ($) | Bonus ($) | Option Acceleration ($) | Stock Award Acceleration ($) | Benefits Continuation ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination Without Cause; No Change of Control | 93,005 | — | — | — | 7,195 | 100,200 |
| Change of Control; No Termination | — | — | — (assumes successor assumes/replaces awards) | — | — | — |
| Termination Without Cause or Resignation for Good Reason within 24 Months Following a Change of Control | 453,400 | 181,360 | 2,351,006 | 3,537,557 | 43,169 | 6,566,492 |
For NEOs other than the CEO, equity acceleration generally requires a double trigger (change in control plus qualifying termination) if awards are assumed/replaced by a successor. The company maintains a Nasdaq-compliant clawback policy; it does not provide tax gross-ups; and prohibits option repricing without shareholder approval .
Investment Implications
- Strong pay-for-performance design: 100% of annual bonus tied to corporate performance (130% achievement in 2024) and a material PSU mix measured on value creation metrics (relative TSR, revenue from acquired assets, adjusted EPS CAGR), indicating alignment with shareholder outcomes .
- Near-term selling/vesting flows: Reardon exercised 13,500 options in 2024 and had 4,751 shares vest; additional RSUs from 2024 grants vest on February 15 in 2025–2027, and options continue to vest monthly, which can create periodic selling pressure depending on tax and liquidity needs .
- Retention and change-in-control: Double-trigger CIC economics total ~$6.57M with full equity acceleration at target for PSUs, implying meaningful retention incentives but also notable potential payout upon a sale (investors should monitor 10b5-1 plans and Form 4 filings for signals) .
- Ownership alignment and risk controls: Beneficial ownership of 88,295 shares plus significant unvested equity suggests skin-in-the-game; company policies restrict hedging and margin pledging and require pre-clearance, reducing misalignment risk. No explicit disclosure of pledged shares for Reardon was found in the proxy .