Jason Haas
LIGAND PHARMACEUTICALSAbout Jason Haas
Jason Haas (age 57) is an independent director of Ligand Pharmaceuticals (LGND) serving since 2022, and is the current Chair of the Human Capital Management & Compensation Committee and a member of the Audit Committee . He became CFO of Odyssey Therapeutics in Dec 2024 following his role as CFO of Syros Pharmaceuticals (Oct 2021–Nov 2024), and previously spent 25+ years in healthcare investment banking at Barclays, Deutsche Bank, and Goldman Sachs; he holds an MBA from Columbia Business School and an AB from Colgate University . The Board affirms his independence (all directors except the CEO are independent) and reports full attendance by all incumbent directors in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syros Pharmaceuticals | Chief Financial Officer | Oct 2021 – Nov 2024 | Led finance for Nasdaq-listed oncology biotech |
| Barclays | Co-Head of Americas, Healthcare Investment Banking | 2016 – Oct 2021 | Executed equity/debt financings, M&A, spin-offs for healthcare clients |
| Deutsche Bank | Head of Americas, Healthcare Investment Banking | 2012 – Jun 2016 | Led healthcare IB coverage in Americas |
| Goldman Sachs & Co. | Managing Director, Healthcare Investment Banking | Prior to 2012 | Senior IB coverage in healthcare sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Odyssey Therapeutics | Chief Financial Officer | Dec 2024 – present | Clinical-stage biopharma CFO role |
| Public company directorships | — | — | None disclosed in LGND proxy biography for Mr. Haas |
Board Governance
- Committee assignments: Chair, Human Capital Management & Compensation Committee; Member, Audit Committee .
- Independence: Independent director (Board determined all directors except CEO are independent) .
- Attendance: Each incumbent director attended all Board and committee meetings in 2024 .
- Engagement intensity: Audit Committee met 2 in-person and 4 videoconferences in 2024; HCM & Compensation met 2 in-person and 6 videoconferences in 2024 .
- Executive sessions: Independent directors hold two or more regular executive sessions per year .
- Specialized (non-compensated) committees exist (Strategic Transaction; Science & Technology Operations) to which directors contribute; no additional pay is provided .
Fixed Compensation
| Component | Policy / Amount | Haas 2024 Actual | Notes |
|---|---|---|---|
| Annual cash retainer | $42,000 | — | No change for 2025; market competitive per Committee review |
| Audit Committee (member) | $10,000 | — | Annual retainer for members |
| HCM & Compensation (chair) | $15,000 | — | Annual retainer for chairs |
| Meeting fees | $0 | — | No meeting fees paid |
| Total cash paid (FY2024) | — | $67,065 | Reported for Mr. Haas |
- Director compensation is equity-heavy; no meeting fees; cash structure reviewed with Aon in April 2025 and left unchanged .
Performance Compensation
| Equity Element | 2024 Grant Date Fair Value (Haas) | Vesting / Terms | Policy Target Values |
|---|---|---|---|
| RSUs | $100,235 | Annual awards vest in full by next annual meeting or 1-year from grant; initial awards vest 1/3 annually over 3 years | 2024 annual: $105k; initial: $145k |
| Stock Options | $192,613 | 10-year term, exercise price at FMV on grant date; annual awards vest in full by next annual meeting or 1-year from grant; initial vest 1/3 annually over 3 years | 2024 annual: $210k; initial: $280k |
- 2025 policy update (effective Apr 22, 2025) increased director equity target values to $375k total ($125k RSUs, $250k options) and initial to $505k total ($168k RSUs, $337k options), reflecting peer data and above-average workload; cash retainers unchanged .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Haas in LGND proxy biography |
| Committee interlocks | HCM & Compensation Committee members: Aryeh, Haas (Chair), LaMattina |
| Independent compensation consultant | Aon retained; Committee determined Aon independent with no conflicts (per Rule 10C-1 and Nasdaq standards) |
Expertise & Qualifications
- Education: MBA in Finance (Columbia Business School); AB in International Relations & Economics (Colgate University) .
- Domain expertise: Deep financial/accounting and capital markets experience; Board skills matrix flags Haas with Financial/Accounting expertise .
- Transactional background: Extensive M&A, equity and debt financing, spin-offs in healthcare sector .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common shares owned (direct/indirect) | 4,397 | Direct common stock |
| RSUs vesting within 60 days of Record Date | 1,252 | Counts toward beneficial ownership |
| Options exercisable within 60 days | 17,664 | Counts toward beneficial ownership |
| Total beneficial ownership | 23,313 | Sum per beneficial ownership table |
| % of shares outstanding | <1% | Marked with “*” in table (less than one percent) |
| Outstanding RSUs (12/31/2024) | 2,252 | Total outstanding RSUs |
| Outstanding options (12/31/2024) | 21,043 | Total outstanding options |
| Ownership guidelines | 3x annual cash retainer (after 3 years of service) | All non-employee directors in compliance as of proxy |
| Pledged shares | None disclosed | No pledging noted in footnotes for Haas |
| Hedging/derivatives policy | Prohibits speculative option transactions; hedging transactions not permitted under 10b5-1 plans; otherwise no additional hedging policies beyond these prohibitions |
Director Compensation (FY2024)
| Name | Fees Paid in Cash | Stock Awards (RSUs) | Option Awards | Total |
|---|---|---|---|---|
| Jason Haas | $67,065 | $100,235 | $192,613 | $359,913 |
| Notes | — | — | — | Values per ASC 718 grant-date fair value |
Section 16 and Insider Trading
| Item | Haas Status | Notes |
|---|---|---|
| Section 16(a) filings in 2024 | Timely | Company reports all required 2024 filings were timely except one late Form 4 for another director (Sabba) |
| Related-party transactions | None | 2022 appointment 8-K states no Item 404(a) related-party transactions; 2025 proxy provides related-party policy with no Haas-specific transactions disclosed |
Shareholder Voting Signals (for context)
- Director election (2025 Annual Meeting): Haas received 16,621,292 For; 198,724 Withheld; 1,363,582 Broker Non-Votes, indicating strong support .
- Say-on-Pay (2024): Approximately 86% approval of NEO compensation .
- Say-on-Pay (2025 vote counts): 15,576,200 For; 1,183,843 Against; 59,973 Abstain; 1,363,582 Broker Non-Votes (approved) .
Compensation Committee Analysis (Mr. Haas as Chair)
- Committee composition: Aryeh, Haas (Chair), LaMattina; all independent .
- Consultant: Aon engaged; committee determined independence/no conflicts under Rule 10C-1 and Nasdaq standards .
- Director pay structure: Cash retainers unchanged for 2025; equity targets raised in 2025 based on peer analysis and workload; annual awards vest within ~1 year; full acceleration upon change in control or certain events (death/disability) .
Governance Assessment
- Positives:
- Independent director; chairs Compensation and serves on Audit, aligning oversight with deep finance background .
- Full attendance in 2024; high shareholder support in 2025 election .
- No related-party transactions disclosed; Section 16 compliance for Haas .
- Ownership alignment reinforced by equity-heavy pay and director ownership guidelines; all directors in compliance .
- Compensation Committee uses an independent consultant with an explicit independence assessment .
- Watch items:
- Director equity acceleration on change-in-control (full vesting) may be viewed as less shareholder-friendly; monitor in the context of market practice .
- 2025 increase in director equity targets raises total director pay opportunity; company cites workload and peer data—track say-on-pay sentiment and ISS/Glass Lewis views .
- Concurrent external CFO role (Odyssey Therapeutics) implies a demanding schedule; no conflict is disclosed, but time-commitment risk should be monitored against meeting loads (8+ committee meetings in 2024 across Haas-chaired/served committees) .
Overall: Haas brings strong capital markets and CFO experience to compensation oversight and audit, with clean independence, attendance, and ownership alignment signals. No conflicts or related-party exposures are disclosed; shareholder support appears robust. Continued scrutiny of director equity levels and CIC vesting terms is warranted as part of governance risk monitoring.