Jason Aryeh
About Jason Aryeh
Jason Aryeh (age 56) is an independent Class I director of Orchestra BioMed Holdings (OBIO), serving since January 2023 and chairing the Nominating & Corporate Governance Committee; he previously served as a director of Legacy Orchestra from November 2018 and as a strategic advisor in 2018. He is founder and managing general partner of JALAA Equities, LP (biotech and medical devices) since 1997, and holds a B.A. in economics (honors) from Colgate University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QLT Inc. | Director | Jun 2013 – Nov 2016 | Predecessor to Novelion Therapeutics; board oversight during transition |
| Novelion Therapeutics Inc. | Director | Nov 2016 – Aug 2018 | Nasdaq-listed biopharma; board oversight |
| Cystic Fibrosis Foundation Therapeutics | Director | 2012 – Feb 2019 | Non-profit therapeutics board |
External Roles
| Organization | Exchange | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Ligand Pharmaceuticals, Inc. (LGND) | Nasdaq | Director; Chair, Nominating & Governance; prior Compensation member | Since Sep 2006 | Governance leadership, oversight |
| Anebulo Pharmaceuticals (ANEB) | Nasdaq | Director; Audit Committee member | Since Mar 2021 | Financial oversight |
| Rio Grande Renewables, LLC | Private | Executive Chair (co-founder) | Since Mar 2009 | Strategy, leadership |
Board Governance
- Independence: Board determined Aryeh “independent” under Nasdaq and SEC rules .
- Committees: Chair, Nominating & Corporate Governance; Member, Compensation Committee (current composition) .
- Class and term: Class I; current term expires at the 2027 annual meeting .
- Attendance and engagement: In FY2024, the Board held 7 meetings and each director attended at least 75% of Board and applicable committee meetings; Compensation Committee held 5 meetings and 7 written consents; Nominating & Governance held 2 meetings and 4 written consents; Audit Committee held 5 meetings and 1 written consent .
- Lead Independent Director: Eric S. Fain, M.D. .
- Executive sessions and leadership: Committees comprised solely of independent directors; independent directors meet in executive session after regular Board meetings .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 45,000 | Non-employee director cash retainer |
| Audit Committee Member Fee | 10,000 | Received for 2024 service; policy rate |
| Nominating & Governance Chair Fee | 10,000 | Chair premium |
| Total Cash Fees (2024) | 65,000 | Sum of items above |
| Option Award (Grant-date fair value) | 84,999 | Annual NSO award; policy target $85,000 |
| Stock Award (RSU grant-date fair value) | 39,997 | Annual RSU; policy target $40,000 |
| Total 2024 Compensation | 189,996 | Cash + equity |
Policy details:
- Annual director cash fees: Board $45,000; Audit Chair $20,000/Members $10,000; Compensation Chair $15,000/Members $7,500; Nominating Chair $10,000/Members $5,000 .
- Equity: At each annual meeting, NSO (fair value $85,000) and RSU ($40,000), vesting fully on the earlier of one year from grant or next annual meeting; full vesting upon death, disability, or change in control, subject to continued service .
Performance Compensation
- OBIO’s non-employee director compensation is not performance-based; equity vests time-based per policy (no revenue/EBITDA/TSR metrics disclosed for directors). Annual NSO/RSU grant values and vesting terms per policy above .
Other Directorships & Interlocks
- No disclosed overlapping directorships between Aryeh and OBIO’s major strategic partner/holder Medtronic; Medtronic holds 15.3% and is AVIM collaborator, requiring ongoing conflict oversight at the Board level .
- Large holders: RTW Investments (20.1%), Medtronic (15.3%), Perceptive Life Sciences (12.0%) .
Expertise & Qualifications
- 25+ years investing and board leadership in life sciences; leads JALAA Equities (biotech/med devices) since 1997 .
- Governance experience: Chair of Nominating & Governance at Ligand; service on Anebulo’s Audit Committee .
- Education: B.A. in economics (honors), Colgate University .
Equity Ownership
| Item (as of Apr 28, 2025 record date) | Shares | % of Class |
|---|---|---|
| Shares held directly | 74,684 | * |
| Options exercisable within 60 days | 77,255 | * |
| RSUs settling within 60 days | 5,376 | * |
| Total beneficial ownership | 157,315 | * |
Notes and alignment signals:
- Anti-hedging/insider trading policy prohibits short sales and requires pre-clearance; trades only during windows or via 10b5-1 plans .
- As of 12/31/2024, Aryeh held 79,193 stock options and 5,376 RSUs (award inventory disclosure) .
- Insider alignment via participation in Legacy financing: purchased 53,763 Series D‑2 Preferred shares for $250,000 (June 30, 2022) prior to Business Combination .
Governance Assessment
- Strengths:
- Independent director with deep governance experience; chairs Nominating & Governance and sits on Compensation Committee .
- Documented engagement: Board/committee meeting cadence and ≥75% attendance standard met by all directors in FY2024 .
- Ownership alignment: meaningful beneficial holdings and recent equity awards; anti-hedging policy in place .
- Potential risks and monitoring points:
- Multiple external commitments (Ligand chair, Anebulo audit, Rio Grande Renewables) necessitate ongoing time-commitment assessment; Nominating & Governance oversees performance and composition annually .
- Investment fund leadership (JALAA Equities) could create potential related-party exposure; OBIO maintains a formal related-person transaction policy under Item 404 with Audit Committee oversight; no related-party transactions involving Aryeh beyond his 2022 investment are disclosed .
- Strategic concentration: Medtronic’s 15.3% stake and collaboration on AVIM require robust conflict oversight; no interlock with Aryeh disclosed, but Board/committee structures and independence mitigate risk .
RED FLAGS: None explicitly disclosed for Aryeh regarding legal proceedings, pledging, tax gross-ups, or option repricings; monitor for any related-party transactions tied to external roles and for sustained attendance/engagement levels .