John LaMattina
LIGAND PHARMACEUTICALSAbout John L. LaMattina, Ph.D.
Independent director of Ligand Pharmaceuticals (LGND) since 2011; age 75 as of the 2025 record date. Former President of Pfizer Global R&D (appointed 2004) after a 30-year Pfizer career beginning in 1977, with prior roles including VP U.S. Discovery (1993), SVP Worldwide Discovery (1998), and SVP Worldwide Development (1999). Education: B.S. Chemistry (Boston College, cum laude), Ph.D. Organic Chemistry (University of New Hampshire), NIH Postdoctoral Fellowship at Princeton. Currently a senior partner and board member at PureTech Health (public) and several private biopharma companies; author of three industry books and contributor to Forbes.com .
Past Roles
| Organization | Role | Tenure/Key Dates | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | President, Global R&D; prior VP/SVP roles | President since 2004; Pfizer career began 1977; VP U.S. Discovery (1993); SVP Worldwide Discovery (1998); SVP Worldwide Development (1999) | Led global R&D; senior leadership across discovery and development |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| PureTech Health | Senior partner and board member | Public | Current |
| Zafgen, Inc. (now Larimar Therapeutics via 2020 merger) | Director | Public (at time) | 2013–May 2020 |
| Frequency Therapeutics | Scientific Advisory Board member | Public (at time) | Involved prior to reverse merger with Korro Biosciences in 2023 |
| Several private biopharma companies | Board member | Private | Current |
Board Governance
- Independence: Board determined all directors except the CEO (Todd C. Davis) are independent under Nasdaq standards; LaMattina is independent .
- Committees: Member, Human Capital Management & Compensation Committee (HCMCC). 2024 HCMCC composition: Jason Haas (Chair), Jason M. Aryeh, John L. LaMattina. HCMCC met two times in person and six times via videoconference in 2024 .
- Attendance: In 2024, each incumbent director attended all Board and applicable committee meetings; Board met twice in person and four times via videoconference .
- Executive sessions: Independent directors hold two or more regularly scheduled sessions per year .
- Specialized (non-compensated) committees: Directors also serve on a Strategic Transaction Committee and a Science & Technology Operations Committee (no additional pay) .
- 2025 director election support (signal of investor confidence): LaMattina received 15,961,637 “For” votes and 858,379 “Withheld” (broker non-votes: 1,363,582) on June 6, 2025 .
Fixed Compensation (Director Pay Structure and Actuals)
| Component | Structure / Amount | Vesting/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $42,000 | Paid in advance annually; no meeting fees |
| Committee retainers | HCMCC member: $7,500; Chair: $15,000. Audit: $10,000 member / $20,000 chair. Nominating & Governance: $5,000 member / $10,000 chair | No fees for Strategic Transaction or Science & Technology committees |
| Board Chair retainer | $35,000 additional | If serving as Chair (not applicable to LaMattina) |
2024 actual compensation for LaMattina:
| Year | Fees Paid in Cash | Stock Awards (grant-date fair value) | Option Awards (grant-date fair value) | Total |
|---|---|---|---|---|
| 2024 | $49,565 | $100,235 | $192,613 | $342,413 |
Notes:
- Directors could elect to receive retainers in vested stock, but none did in 2024 .
- 2025 cash structure unchanged after peer review by Aon; considered market-competitive despite above-average director workload .
Performance Compensation (Equity Awards to Directors)
| Grant Type | Target Values (pre-4/22/2025) | Target Values (effective 4/22/2025) | Vesting | Change-in-Control / Other Acceleration |
|---|---|---|---|---|
| Annual RSU | $105,000 | $125,000 | Vests in full on earlier of next annual meeting or first anniversary | All awards vest in full upon change in control or hostile takeover; vest in full upon death or permanent disability |
| Annual Options | $210,000 | $250,000 | Time-based; exercise price at FMV on grant; term and standard vesting per plan | As at left; post-service option exercise permitted up to 3 years or original expiry (whichever earlier) |
| Initial RSU | $145,000 | $168,000 | Three equal annual installments | As at left |
| Initial Options | $280,000 | $337,000 | Three equal annual installments | As at left |
Non-employee director ownership guidelines: Must hold shares ≥ 3x annual cash retainer within three years; all non-employee directors were in compliance as of the proxy date .
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Compensation committee interlocks | HCMCC members in 2024 were Haas (Chair), Aryeh, LaMattina. No executive officer of Ligand served on another company’s board/compensation committee with any Ligand executive serving on Ligand’s Board or HCMCC (no interlocks) . |
Expertise & Qualifications
- Deep biopharma R&D leadership (former President, Pfizer Global R&D) and senior discovery/development roles across decades .
- Current operator/investor perspective via PureTech Health board and private company boards .
- Scientific credentials (Ph.D. Organic Chemistry; NIH postdoc at Princeton) and published author/commentator on pharma industry challenges .
Equity Ownership (Skin-in-the-Game)
| Holder | Shares Owned (Common) | RSUs vesting within 60 days of Record Date | Options Exercisable within 60 days of Record Date | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| John L. LaMattina, Ph.D. | 29,515 | 1,252 | 67,155 | 97,922 | <1% |
Additional context:
- Outstanding director RSUs as of 12/31/2024: LaMattina held 1,252 RSUs; directors’ outstanding option and RSU counts are also summarized in the proxy .
- Ownership guidelines compliance: all non-employee directors compliant as of proxy date .
- Hedging/derivatives: Insider trading policy prohibits purchase/writing of puts/calls and other hedging transactions (including under 10b5-1 plans). Aside from these prohibitions, no additional hedging policy is maintained; company complies with applicable laws and listing requirements .
- Pledging: No pledging identified in LaMattina’s ownership footnotes; no related disclosure indicating pledged shares .
Governance Assessment
- Board effectiveness and engagement: LaMattina is an independent, long-tenured director with 100% attendance in 2024 and active service on the HCMCC, which met eight times (2 in-person, 6 video) in 2024. His R&D leadership background aligns with Ligand’s royalty and platform model and science diligence needs .
- Compensation oversight: As an HCMCC member, he participates in pay and human capital oversight. The committee uses an independent consultant (Aon), refreshed peer frameworks, and administers a clawback policy aligned with Nasdaq rules; no interlocks disclosed .
- Director pay alignment: Director pay is equity-centric with increased award targets effective 4/22/2025 reflecting workload and peer practices; ownership guidelines (3x retainer) and compliance reinforce alignment .
- Shareholder sentiment signals: 2024 say-on-pay received ~86% support; in 2025, the say-on-pay proposal was approved with votes For 15,576,200; Against 1,183,843; Abstain 59,973 (broker non-votes 1,363,582), indicating continued broad support for pay programs he helps oversee .
Risk Indicators & Red Flags (as disclosed)
- Related-party transactions: Proxy describes policy and committee review; no specific related-party transactions involving directors disclosed for 2024–2025 .
- Section 16 compliance: Company reports timely Section 16 filings in 2024 with one late Form 4 for a different director (Sabba); no delinquencies noted for LaMattina .
- Hedging/derivatives: Prohibition on options/hedging is positive; absence of broader hedging restrictions beyond that is a modest governance gap vs some best practices .
- Equity award acceleration: Full acceleration for directors upon change in control/hostile takeover (time-based awards), which some investors view as generous; mitigated by the Board’s rationale for workload and talent retention .
Shareholder Vote Detail (2025 Annual Meeting)
| Proposal | Outcome | For | Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Election of Director: John L. LaMattina | Elected | 15,961,637 | 858,379 (withheld) | — | 1,363,582 |
| Say-on-Pay (NEO compensation) | Approved | 15,576,200 | 1,183,843 | 59,973 | 1,363,582 |
Overall: LaMattina brings high-relevance R&D and boardroom experience, clean independence and attendance, and clear equity ownership alignment. Watch items include broad change-in-control equity acceleration for directors and the absence of explicit anti-pledging language (though no pledging is disclosed), but current disclosures show no related-party conflicts or interlocks and sustained shareholder support for governance and pay programs .