Jason Aryeh
LIGAND PHARMACEUTICALSAbout Jason M. Aryeh
Jason M. Aryeh (age 56) is an independent director of Ligand Pharmaceuticals, serving on the board since 2006. He is Founder and Managing General Partner of JALAA Equities, LP (since 1997), with 25+ years of life-sciences investing experience; he chairs Ligand’s Nominating & Corporate Governance Committee and serves on the Human Capital Management & Compensation Committee. He holds a B.A. in economics (honors) from Colgate University and is a member of Omicron Delta Epsilon in economics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JALAA Equities, LP | Founder & Managing General Partner | 1997–present | Life sciences-focused hedge fund leadership |
| Cystic Fibrosis Foundation (Therapeutics Board) | Director | 7 years | Governance oversight for translational portfolio |
| Rio Grande Renewables (renewable energy) | Co-founder & Chairman | Co-founded 2009 | Founder leadership role (disclosed in 2024 proxy) |
| Multiple life science boards/foundations | Chairman/Director/Consultant | Since 2006 | Governance and capital markets expertise to >15 orgs |
External Roles
| Company | Exchange/Ticker | Role | Committees |
|---|---|---|---|
| Orchestra BioMed | Nasdaq: OBIO | Director | Chair, Nominating & Governance; Member, Compensation |
| Lifecore Biomedical | Nasdaq: LFCR | Director | Member, Nominating & Governance |
| Anebulo Pharmaceuticals | Nasdaq: ANEB | Director | Chair, Nominating & Governance; Member, Audit |
Board Governance
- Independence and leadership: The board determined all directors except the CEO are independent; Aryeh is independent. The CEO and Chair roles are separated. Independent directors hold two or more executive sessions per year .
- Committee assignments: Chair, Nominating & Corporate Governance (with Dr. Gray and Dr. Kozarich); Member, Human Capital Management & Compensation (with Chair Jason Haas and Dr. LaMattina) .
- Attendance and workload: In 2024, the Board held 2 in-person and 4 videoconference meetings; all incumbent directors attended 100% of Board and committee meetings. Audit (2 in-person, 4 video), Nominating (2 in-person), and HCMC (2 in-person, 6 video). Directors also serve (without compensation) on Strategic Transaction and Science & Technology Operations Committees, underscoring workload and engagement .
- Insider trading/hedging policy: Aggressive or speculative trading (e.g., buying/writing options) is discouraged, and hedging transactions are not permitted under 10b5-1 plans; otherwise the company has no additional hedging policy—an area investors may scrutinize .
Fixed Compensation (Director)
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $42,000 | Paid in advance; no meeting fees |
| Board Chair add’l retainer | $35,000 | If applicable |
| Committee retainers | Audit: Chair $20,000; Member $10,000. HCMC: Chair $15,000; Member $7,500. Nominating: Chair $10,000; Member $5,000 | |
| Ownership guideline | ≥3× annual cash retainer within 3 years; all non-employee directors in compliance as of proxy date |
Jason Aryeh’s 2024 director compensation (actual):
| Item (FY2024) | Amount |
|---|---|
| Fees Paid in Cash | $59,565 |
| Stock Awards (grant-date fair value) | $100,235 |
| Option Awards (grant-date fair value) | $192,613 |
| Total | $352,413 |
Performance Compensation (Equity; Director and Pay-Design Context)
- Director equity design (time-based; not tied to performance metrics):
- Annual grant target values: as of Apr 22, 2025 – RSU $125,000; Options $250,000; Total $375,000; prior policy (through Mar 31, 2025): RSU $105,000; Options $210,000; Total $315,000. Initial grants: RSU $168,000; Options $337,000 (post-change). Options priced at FMV; annual awards vest fully by next annual meeting or 1-year; full vesting on change in control/death/disability .
- Company executive pay metrics (relevant to Aryeh’s HCMC oversight):
- 2024 PSU framework for NEOs emphasizes multi-year performance and mix (Stock Options 40%, PSUs 33%, RSUs 27%) .
2024 PSU performance metrics and targets (NEOs):
| Metric | Threshold | Target | Above Target | Max | Payout at Level |
|---|---|---|---|---|---|
| Projected 2028 revenue from assets acquired 1/1/2024–12/31/2025 | $35M | $45M | $55M | $65M | 50% ($35M), 100% ($45M), 150% ($55M), 200% ($65M) |
| Adjusted EPS CAGR (2023 to 2026) | <10% | 15% | 20% | 25% | 0% (<10%), 100% (15%), 150% (20%), 200% (25%) |
Say-on-Pay: Stockholders approved 2024 say‑on‑pay with ~86% support, indicating general investor alignment with compensation practices .
Other Directorships & Interlocks
- Current public boards and committee roles detailed above (no specific related-party or interlock issues disclosed in the 2025 proxy beyond standard indemnification) .
Expertise & Qualifications
- Capital markets and life-sciences specialist with 25+ years of equity investing; extensive board leadership across biopharma; recognized financial/accounting experience as reflected in Board skills matrix .
- Demonstrated governance leadership as Nominating & Governance Chair at multiple issuers (Ligand, Orchestra BioMed, Anebulo) and compensation committee service .
Equity Ownership
Beneficial ownership (as of April 17, 2025 record date):
| Item | Amount |
|---|---|
| Total beneficial ownership | 206,629 shares (1.1% of outstanding) |
| Directly held | 78,080 shares |
| JALAA-managed funds (beneficially owned to extent of pecuniary interest; disclaimed otherwise) | 51,594 shares |
| IRA | 5,025 shares |
| RSUs vesting within 60 days | 1,252 shares |
| Options exercisable within 60 days | 70,678 shares |
| Director ownership guideline status | In compliance (≥3× retainer after 3 years) |
Outstanding awards (as of 12/31/2024):
| Instrument | Count |
|---|---|
| RSUs outstanding | 1,252 |
| Stock options outstanding | 37,744 |
Insider trades (Form 4) – 2024–2025:
| Trans. Date | Type | Qty | Price | Post-Ownership | Source |
|---|---|---|---|---|---|
| 2025-09-23 | Sale | 4,418 | $170.4051 | 74,871 | |
| 2025-09-23 | Sale | 4,628 | $170.9643 | 70,243 | |
| 2025-09-23 | Sale | 954 | $171.9237 | 69,289 | |
| 2025-06-06 | RSU Award | 1,209 | $0 | 79,289 | |
| 2025-06-06 | Option Grant | 5,783 | $105.99 | 5,783 options | |
| 2024-06-14 | RSU Award | 1,252 | $0 | 78,080 | |
| 2024-06-14 | Option Grant | 5,444 | $80.06 | 5,444 options | |
| 2024-04-30 | Option Exercise (M) | 2,406 | $52.30 | 76,828 | |
| 2024-03-05 | Option Exercise (M) | 2,893 | $39.35 | 74,422 |
Governance Assessment
- Strengths
- Independent director with deep capital markets and life-sciences expertise; long tenure brings institutional knowledge balanced by strong attendance (100% in 2024) and active committee leadership (N&G Chair; HCMC member) .
- Robust compensation governance under HCMC: independent consultant (Aon), defined peer groups, formulaic annual bonus, and rigorous multi‑year PSU metrics (revenue from acquired assets; EPS CAGR). Stockholders supported say‑on‑pay (86% in 2024) .
- Ownership alignment: 1.1% beneficial stake, compliant with director ownership guidelines; ongoing equity exposure via RSUs/options .
- Watch items
- Director equity package increased again in 2025 (annual grant total to $375k) while cash retainer stayed flat; justification cites above‑average workload. Monitor total director pay mix versus peers for inflation risk .
- Hedging controls: policy discourages speculative trading and restricts hedging under 10b5‑1 plans, but otherwise does not maintain additional hedging prohibitions—investors may prefer explicit anti‑hedging/anti‑pledging policies for directors .
- Multiple concurrent public company boards (OBIO, LFCR, ANEB) may stretch capacity; however, 2024 attendance was perfect, and additional committee work (non‑compensated) suggests engagement .
No related‑party transactions involving Aryeh were disclosed in the 2025 proxy beyond standard indemnification/severance policies; beneficial ownership footnote notes JALAA‑managed fund holdings, with Aryeh disclaiming beneficial ownership except to extent of pecuniary interest .