Martine Zimmermann
LIGAND PHARMACEUTICALSAbout Martine Zimmermann
Martine Zimmermann, Pharm.D., age 56, has served as an independent director of Ligand Pharmaceuticals since September 2023. She is Senior Vice President, Head of Regulatory Affairs and R&D Quality at Ipsen Biopharmaceuticals (since January 2023), holds a Doctorate in Pharmacy with a specialty in immunology from Louis Pasteur University (Strasbourg, France), and brings deep global regulatory expertise from 13 years at Alexion Pharma International, including Senior Vice President and Head of Global Regulatory Affairs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ipsen Biopharmaceuticals | SVP, Head of Regulatory Affairs and R&D Quality | Jan 2023–present | Global regulatory leadership; compliance oversight |
| Alexion Pharma International | Various roles incl. SVP & Head of Global Regulatory Affairs | 13 years (dates not individually disclosed) | Led global regulatory strategy and compliance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inventiva (Euronext Paris; Nasdaq: IVA) | Board Member | Since 2021 | Board oversight (committee roles not disclosed) |
| Caelum Biosciences | Board Member | 2019–2021; company acquired by AstraZeneca in 2021 | Board oversight pre-acquisition |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Dr. Stephen L. Sabba with other members Dr. Nancy Gray and Jason Haas .
- Independence: Board determined all directors except the CEO (Todd C. Davis) are independent under Nasdaq standards; Zimmermann is independent .
- Attendance: In 2024, each incumbent director attended all Board and committee meetings during their service periods .
- Executive sessions: Independent directors hold two or more regularly scheduled executive sessions per year .
- Board leadership: Roles of CEO and Chairman are separated, enhancing oversight .
Fixed Compensation
| Item | FY 2024 | Policy Reference |
|---|---|---|
| Annual director cash retainer | — | $42,000 policy rate |
| Audit Committee member fee | — | $10,000 (member); $20,000 (chair) |
| Total fees paid in cash to Zimmermann | $47,065 | — |
Notes:
- No meeting fees are paid; directors may elect to receive retainers in cash or vested shares, but none elected stock in 2024 .
- Non-employee directors are reimbursed for service-related expenses .
Performance Compensation
| Equity Component | FY 2024 Grant (Grant Date Fair Value $) | Vesting | Policy/Target Values (effective Apr 22, 2025) |
|---|---|---|---|
| RSUs (annual grant) | $100,235 | Annual director awards vest in full on the earlier of the next annual meeting or first anniversary of grant | Annual RSU target $125,000; initial RSU target $168,000 |
| Stock Options (annual grant) | $192,613 | Options strike at grant-date fair market value; annual awards vest as above; initial awards vest in three equal annual installments | Annual option target $250,000; initial option target $337,000 |
| Change-in-control acceleration | — | All director awards vest in full upon change in control or hostile take-over; also vest on death or permanent disability | — |
Observations:
- Director equity grants are time-based; no performance metrics are tied to director awards at LGND .
Other Directorships & Interlocks
- Current public company board: Inventiva (IVA) .
- Prior board: Caelum Biosciences (2019–2021) .
- Employment at Ipsen (global biopharma) suggests industry overlap; no related-party transactions with Ipsen are disclosed in the proxy .
Expertise & Qualifications
- Global regulatory affairs and compliance leadership (Alexion, Ipsen) .
- Life sciences and science/technology experience recognized in Board skills matrix .
- Pharm.D. in immunology from Louis Pasteur University (Strasbourg) .
Equity Ownership
| Component | Amount | Detail |
|---|---|---|
| Shares owned directly | 2,014 | Common stock |
| RSUs vesting within 60 days of record date | 1,252 | Included in beneficial ownership per SEC rules |
| Options exercisable within 60 days of record date | 9,226 | Included in beneficial ownership per SEC rules |
| Total beneficial ownership | 12,492 | Less than 1% of outstanding shares (19,280,962 outstanding) |
| Outstanding RSUs (12/31/2024) | 2,775 | As of FY-end |
| Outstanding options (12/31/2024) | 16,789 | As of FY-end |
| Ownership guidelines | 3x annual cash retainer; all directors compliant as of proxy date | Non-employee director policy |
| Hedging/pledging policy | Prohibits purchase/writing of puts/calls and hedging under 10b5-1 plans; otherwise no additional hedging policy maintained | Insider trading policy |
Governance Assessment
- Board effectiveness: Zimmermann strengthens Audit oversight with global regulatory/compliance expertise; full attendance signals engagement .
- Independence and conflicts: Independent under Nasdaq rules; employed by Ipsen with industry overlap—no related-party transactions disclosed; ongoing monitoring appropriate for any future licensing or royalty dealings with Ipsen .
- Compensation alignment: Director cash and equity mix is standard; equity is time-based with standard change-in-control acceleration; ownership guidelines enforced and met, supporting alignment .
- Risk indicators and red flags:
- Hedging policy: While options/hedging under 10b5-1 are prohibited, the proxy notes no other hedging policies are maintained, which some investors may view as less restrictive than peers (monitor for pledging disclosures) .
- Section 16 compliance: Proxy notes one late Form 4 for a different director (Sabba); no issues disclosed for Zimmermann .
- Engagement signals: Independent directors hold regular executive sessions; Zimmermann’s Audit Committee service and 100% attendance reinforce governance quality .
Overall, Zimmermann presents as a qualified, independent Audit Committee member with strong regulatory credentials and full attendance, supporting investor confidence. No related-party exposures are disclosed; equity and ownership policies suggest reasonable alignment, with a minor watchpoint on the breadth of hedging policy language .