John Kozarich
LIGAND PHARMACEUTICALSAbout John W. Kozarich, Ph.D.
Independent director of Ligand Pharmaceuticals (LGND) since March 2003; age 75. Background spans pharma R&D leadership (Merck Research Laboratories VP), biotech company leadership (Chairman & President, ActivX Biosciences), and current operating roles as CEO/co-founder of Marsal Therapeutics and Paludatus Pharmaceuticals. Education: B.S. in Chemistry, summa cum laude (Boston College); Ph.D. in Biological Chemistry (MIT); NIH Postdoctoral Fellow at Harvard. Recognitions include the Distinguished Scientist Award from the San Diego Section of the American Chemical Society .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck Research Laboratories | Vice President | 1992–2001 | Senior R&D leadership at a global pharma leader |
| ActivX Biosciences | Chairman and President | 2004–Mar 2017; roles since Feb 2001 | Built proteomics-driven discovery; leadership and governance |
| Kyorin Pharmaceutical (Tokyo) | Chief Scientific Advisor | 2004–Mar 2017 | External advisor to Japan-based pharma |
| Alkermes | Key R&D roles (pre-IPO/IPO) | 1990–1992 | Helped advance programs through IPO phase |
| Yale University School of Medicine | Professor | 1977–1984 | Academic leadership in chemical biology/med chem |
| University of Maryland | Professor | 1984–1994 | Academic leadership in chemical biology/med chem |
| Curza Global, LLC | Director | Feb 2019–Jun 2024 | Board service at biopharma company |
| Intec Pharma Ltd.; Corium International; Novelion Therapeutics; Retrophin, Inc. | Director (prior) | Not specified | Prior public company directorships |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Marsal Therapeutics | Chief Executive Officer & Co‑Founder | Nov 2021 | Current operating role (private) |
| Paludatus Pharmaceuticals, LLC | Chief Executive Officer & Co‑Founder | Jun 2022 | Current operating role (private) |
| University of Texas at Austin | Adjunct Professor (Chemical Biology and Med Chem) | Sep 2019 | Academic appointment |
| Current public company boards | — | — | None disclosed in 2025 proxy |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member (not Chair). Current Nominating & Corporate Governance Committee consists of Jason Aryeh (Chair), Nancy Gray, and John W. Kozarich .
- Independence: The Board determined that all directors except the CEO (Todd Davis) are independent under Nasdaq rules; thus, Dr. Kozarich is independent .
- Attendance: In 2024, the Board held 2 in‑person and 4 videoconference meetings; each incumbent director attended all meetings of the Board and their committees during periods served .
- Executive sessions: Independent directors hold two or more regularly scheduled executive sessions per year .
- Specialized committees (non‑compensated): Strategic Transaction Committee and Science & Technology Operations Committee (directors serve without additional pay), reflecting added workload and engagement .
- Board leadership: CEO and Chair roles separated; Chair provides guidance and presides over Board meetings .
Fixed Compensation (Director)
| Metric (FY 2024 unless noted) | Amount | Notes |
|---|---|---|
| Annual cash retainer (policy) | $42,000 | Paid in advance; no meeting fees |
| Committee retainers (policy) | Nominating member: $5,000; Chair: $10,000; Audit member: $10,000; Audit Chair: $20,000; HCMC member: $7,500; HCMC Chair: $15,000 | Policy schedule |
| Fees Paid in Cash (Kozarich, 2024) | $82,065 | Actual cash fee received |
| Stock Awards (grant-date fair value) | $100,235 | RSUs; FASB ASC 718 valuation |
| Option Awards (grant-date fair value) | $192,613 | FASB ASC 718 valuation |
| Total (Kozarich, 2024) | $374,913 | Sum of cash, stock, options |
Performance Compensation (Director Equity)
Directors receive time‑based equity (no performance metrics). Initial awards vest in three equal annual installments; annual awards vest in full by the next annual meeting or first anniversary. All awards vest on change in control or upon death/disability; option exercise price equals fair market value at grant .
Director equity target values (policy change effective Apr 22, 2025):
| Grant Type | Pre‑4/1/2025 Target Values | Effective 4/22/2025 Target Values |
|---|---|---|
| Initial Grant | RSUs $145,000; Options $280,000; Total $425,000 | RSUs $168,000; Options $337,000; Total $505,000 |
| Annual Grant | RSUs $105,000; Options $210,000; Total $315,000 | RSUs $125,000; Options $250,000; Total $375,000 |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Dr. Kozarich in the 2025 proxy .
- Prior public boards: Intec Pharma Ltd.; Corium International; Novelion Therapeutics; Retrophin, Inc. (dates not specified) .
- Compensation Committee interlocks: None—no LGND executive officer served on the board or comp committee of an entity with interlocking relationships in 2024 .
Expertise & Qualifications
- Life sciences and R&D leadership: Merck VP; ActivX Chairman/President; advisory role to Kyorin; CEO roles at Marsal and Paludatus .
- Academic and scientific credentials: Adjunct Professor (UT Austin); Ph.D. (MIT); NIH Postdoc (Harvard); Distinguished Scientist Award (ACS San Diego Section) .
- Board skills matrix: Identified for Life Science Industry, Science/Technology, C‑Suite Leadership, and Financial/Accounting experience .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 124,655 | “Less than 1%” of outstanding shares |
| Common shares owned directly | 43,775 | Direct ownership |
| RSUs vesting within 60 days | 1,252 | Included in beneficial ownership |
| Options exercisable within 60 days (beneficial ownership basis) | 79,628 | Vested/exercisable within 60 days |
| Outstanding RSUs (as of 12/31/2024) | 1,252 | From director outstanding awards table |
| Outstanding stock options (as of 12/31/2024) | 42,289 | From director outstanding awards table |
- Ownership guidelines: Non‑employee directors must hold ≥3x annual cash retainer within 3 years; all non‑employee directors are in compliance .
- Pledging/hedging: Insider trading policy prohibits speculative option transactions and hedging under 10b5‑1 plans; beyond these, the company does not maintain other hedging policies. No pledging disclosure noted for Dr. Kozarich in beneficial ownership footnotes .
Governance Assessment
-
Strengths
- Independence and attendance: Independent under Nasdaq; attended 100% of Board/committee meetings in 2024; Board met 6 times (2 in‑person, 4 video) .
- Relevant governance role: Member, Nominating & Corporate Governance Committee; contributes to board refreshment and governance processes .
- Expertise fit: Deep pharma/biotech R&D and operating leadership; financial/accounting experience flagged in skills matrix .
- Ownership alignment: Beneficial ownership includes direct shares and vested options; compliant with director ownership guidelines .
- No interlocks/related‑party exposure: No compensation committee interlocks; the related‑party transactions section does not list transactions involving Dr. Kozarich .
-
Risk indicators and monitoring points
- RED FLAG (policy stringency): Company states it does not maintain broader anti‑hedging policies beyond restrictions under 10b5‑1 plans—less restrictive than many peers; continue to monitor for any hedging/pledging disclosures in future filings .
- Pay structure changes: Director equity target values were increased effective Apr 22, 2025 (annual grant total from $315,000 to $375,000; initial grant total from $425,000 to $505,000) based on peer review and workload; monitor for pay inflation relative to governance outcomes .
- Tenure considerations: Long service since 2003 can be viewed through different governance lenses; ongoing refreshment/committee rotation mitigates entrenchment risk; he remains classified as independent .
Director Compensation Detail (FY 2024)
| Component | Amount |
|---|---|
| Fees Paid in Cash | $82,065 |
| Stock Awards (RSUs, grant-date value) | $100,235 |
| Option Awards (grant-date value) | $192,613 |
| Total | $374,913 |
Notes on Board and Committee Structure
- Board separation of CEO and Chair roles continues; seven of eight nominees independent; independent directors hold executive sessions at least twice annually .
- Non‑compensated Strategic Transaction and Science & Technology Operations Committees increase director workload and engagement without added pay .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval ~86%; Board/HCMC Committee committed to annual say‑on‑pay and continued investor engagement .