Nancy Gray
LIGAND PHARMACEUTICALSAbout Nancy R. Gray, Ph.D.
Independent director at Ligand Pharmaceuticals since August 2017; age 65 as of the 2025 record date. She is President & CEO of Gordon Research Conferences (since 2003), previously Director of Membership at the American Chemical Society (1997–2003) and a Senior Research Scientist at Exxon/Mobil Research & Engineering; she holds a B.S. in Chemistry (Notre Dame, 1981) and a Ph.D. in Fuel Science (Penn State, 1985), and is a Fellow of the Royal Society of Chemistry and AAAS; completed Harvard Executive Education in Finance for Senior Executives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gordon Research Conferences (GRC) | President & CEO | 2003–present | Leads international scientific conferences; mentoring and workforce initiatives |
| American Chemical Society | Director of Membership | 1997–2003 | Membership leadership |
| Exxon/Mobil Research & Engineering | Senior Research Scientist | Prior to 1997 | Scientific research (oil & gas) |
| Foundation on Matter Institute for Atomic and Molecular Physics (Amsterdam) | Research Fellow | Not disclosed | Research fellowship |
External Roles
| Organization | Role | Public/Private/Non-Profit | Notes |
|---|---|---|---|
| Slater Technology Fund | Director | Not-for-profit | Currently serves on board; ST Fund site lists “Nancy Ryan Gray, PhD” as Director |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors except CEO Todd C. Davis are independent under Nasdaq standards; Gray is independent |
| Board attendance | Board held 2 in-person and 4 videoconference meetings in 2024; each incumbent director attended all Board and applicable committee meetings (100% attendance) |
| Committees (2024) | Audit Committee: member (committee held 2 in-person + 4 videoconference meetings in 2024) . Nominating & Corporate Governance Committee: member (2 in-person meetings in 2024) . |
| Committee chairs | Not a chair; Audit Chair is Dr. Sabba; Nominating Chair is Mr. Aryeh |
| Executive sessions | Independent directors hold two or more regularly scheduled executive sessions per year |
| 2025 election outcome | Re-elected at 2025 AGM: For 16,470,033; Withheld 349,983; Broker non-votes 1,363,582 |
Fixed Compensation
| Year | Fees Paid in Cash | Stock Awards (Grant-Date FV) | Option Awards (Grant-Date FV) | Total |
|---|---|---|---|---|
| 2023 | $65,096 | $84,234 | $187,371 | $336,701 |
| 2024 | $57,065 | $100,235 | $192,613 | $349,913 |
Director cash retainer policy (2025): $42,000 annual retainer; committee retainers—Audit ($20,000 chair/$10,000 member), HCMC ($15,000/$7,500), Nominating ($10,000/$5,000); no meeting fees; directors may elect retainers in vested stock (none did in 2024) .
Performance Compensation
| Director Equity Policy (Annual Grants) | RSU Target Value | Option Target Value | Effective Date |
|---|---|---|---|
| Pre-change 2024 policy | $85,000 | $175,000 | Through Apr 16, 2024 |
| Updated 2024 policy | $105,000 | $210,000 | Effective Apr 17, 2024 |
| 2025 policy | $125,000 | $250,000 | Effective Apr 22, 2025 |
- Vesting and terms: Annual director awards vest in full on the earlier of the next annual meeting or first anniversary; initial awards vest in three equal annual installments; option exercise price equals fair market value on grant date; all awards accelerate upon change in control/hostile takeover or upon death/disability; vested options generally exercisable up to the earlier of 3 years post-service or original expiration .
- Outstanding awards at 12/31/2024: RSUs 1,252; Options 35,146 .
Other Directorships & Interlocks
| Company/Org | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Slater Technology Fund | Director | Not disclosed | No related-party transactions with Ligand disclosed in proxy; related party transactions are reviewed/approved by Audit Committee; none specific listed |
Expertise & Qualifications
- Board skills matrix credit: Life Science Industry; Science/Technology; C-Suite Leadership; Financial/Accounting .
- Credentials: Fellow of the Royal Society of Chemistry and AAAS; authored scientific articles; Harvard Executive Education in Finance; advanced scientific leadership at GRC .
Equity Ownership
As of the 2025 record date (April 17, 2025), beneficial ownership and breakdown:
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 43,283 |
| Common shares held directly | 6,885 |
| RSUs scheduled to vest within 60 days | 1,252 |
| Options exercisable within 60 days | 35,146 |
| Percent of class | <1% (“*” as reported) |
| Shares outstanding (denominator) | 19,280,962 (as of record date) |
| Ownership guidelines | Directors required to own ≥3x annual cash retainer after 3 years; all non-employee directors were in compliance as of proxy date |
Note: Record date and voting details for 2025 AGM are disclosed in the proxy (Record Date April 17, 2025) .
Insider Trades (Form 4) – Nancy Ryan Gray (2023–2025)
| Date | Type | Shares | Price ($/sh) | Post-transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2023-06-09 | Award (RSU) | 1,142 | 0.00 | 6,567 | SEC Form 4 |
| 2023-06-09 | Option Award | 5,461 | 73.76 | 5,461 | SEC Form 4 |
| 2024-05-09 | Sale | 934 | 83.2049 | 5,633 | SEC Form 4 |
| 2024-06-14 | Award (RSU) | 1,252 | 0.00 | 6,885 | SEC Form 4 |
| 2024-06-14 | Option Award | 5,444 | 80.06 | 5,444 | SEC Form 4 |
| 2025-06-06 | Award (RSU) | 1,209 | 0.00 | 8,094 | SEC Form 4 |
| 2025-06-06 | Option Award | 5,783 | 105.99 | 5,783 | SEC Form 4 |
| 2025-11-07 | Exercise (M-Exempt) | 3,556 | 66.19 | 11,650 | SEC Form 4 |
| 2025-11-07 | Exercise (M-Exempt) | 3,015 | 73.57 | 11,109 | SEC Form 4 |
| 2025-11-07 | Sale | 3,015 | 205.45 | 8,094 | SEC Form 4 |
Source: Insider-trades skill (Form 4 extraction; post-transaction ownership as reported) .
Related-Party / Conflicts
- The proxy includes the company’s policy that related-party transactions (>$120,000) are reviewed/approved by the Audit Committee; the 2025 proxy did not list any specific related-party transactions involving directors beyond standard indemnification; severance arrangements apply to NEOs, not directors .
- Insider trading policy prohibits put/call options and other hedging transactions under a 10b5-1 plan; otherwise, the company does not maintain additional hedging policies (i.e., prohibition is limited to 10b5-1 plans) .
Say-on-Pay & Shareholder Feedback (Context)
- 2025 Say-on-Pay (advisory) approved: For 15,576,200; Against 1,183,843; Abstain 59,973; Broker non-votes 1,363,582 .
- 2024 Say-on-Pay (advisory) approved: For 14,264,205; Against 1,253,085; Abstain 8,346; Broker non-votes 1,154,516 .
Governance Assessment
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Strengths
- Independence and attendance: Gray is independent and recorded 100% attendance for Board/committee meetings in 2024; she serves on Audit and Nominating committees—key oversight bodies .
- Ownership alignment: Beneficial ownership includes both direct shares and vested equity; directors are required to hold ≥3x annual retainer and were in compliance as of proxy date .
- Investor support signals: Re-elected with strong “For” votes at 2025 AGM; company’s Say-on-Pay received majority approval in 2024 and 2025 .
-
Watch items
- Hedging policy: Company prohibits hedging only under 10b5-1 plans and “ordinarily” discourages aggressive trading; policy could be strengthened with explicit prohibitions on hedging/pledging by directors .
- Director equity award targets were increased in 2025 (RSUs to $125k; options to $250k) reflecting workload and peer practices; monitor alignment and dilution over time .
-
No red flags identified in proxy related to related-party transactions involving Gray; Audit Committee oversees such matters; none specific disclosed .