Independent
Tenure on this board
19.8 yrs
Also a director at
Orchestra Biomed Holdings Inc (OBIO)Lifecore Biomedical Inc (LFCR)
8 nominees · 4 ballot items.
Elect eight directors; ratify Ernst & Young LLP as independent auditor; approve, on an advisory basis, named executive officer compensation (say-on-pay); and approve an amendment and restatement of the Company’s 2002 Stock Incentive Plan (increase share reserve, remove fungible pool formula, update director limits, and other conforming changes).
Elect eight director nominees to serve one-year terms until the 2027 annual meeting.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory "say-on-pay" proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy, including the Compensation Discussion & Analysis and the 2025 Summary Compensation Table. Management frames the vote as an opportunity for shareholders to express their view on the overall design and outcomes of the compensation program rather than any single payment. The Company emphasizes a pay-for-performance philosophy: a substantial portion of NEO pay is at-risk and tied to equity, with the 2025 equity mix featuring significant stock options, performance‑based RSUs and time‑based RSUs to align management incentives with long‑term stockholder value. The Board highlights 2025 financial and strategic achievements (royalty revenue growth, portfolio transactions, and successful capital raises) as evidence that the compensation program supported value creation. Although non-binding, the Board states it will consider the vote’s outcome when setting future compensation and has historically engaged in stockholder outreach and used an independent compensation consultant to benchmark pay. From a governance perspective, the program includes safeguards such as clawback provisions, double-trigger change-in-control features for certain equity acceleration, and a majority-independent compensation committee administering the plan. In recommending a "FOR" vote, the Board argues that the mix and structure of cash, stock, and performance awards are calibrated to retain senior dealmaking talent critical to Ligand’s royalty and transaction-focused strategy while balancing dilution and long‑term alignment with stockholders. Investors evaluating the proposal should weigh the non-binding nature of the vote, the Company’s recent strong TSR and financial performance in 2025, and whether the disclosed performance metrics and pay outcomes adequately capture long‑term risk and reward for stockholders.
Approve an amendment and restatement of the 2002 Stock Incentive Plan to increase the share reserve by 600,000 shares, remove the fungible pool formula, update incentive stock option limits and director compensation limits, extend the plan term, and make conforming changes.
This management proposal requests shareholder approval to amend and restate Ligand’s 2002 Stock Incentive Plan to increase the share reserve by 600,000 shares, remove the historical "fungible" ratio for full‑value awards, raise the ISO issuance cap, update non‑employee director compensation limits, and extend the plan term for ten years. Management contends the changes align the plan mechanics with its shift toward predominantly full‑value awards (PSUs and RSUs), which it says reduces share usage per grant and better aligns pay with performance and retention objectives for deal‑making talent. The removal of the fungible formula is justified as avoiding an unnecessarily large pool request and lowering dilution given the higher proportion of full‑value awards in recent grant mixes. The Board emphasizes governance protections within the Restated Equity Plan — no repricing without shareholder approval, limitations on per‑person grants and director compensation, independent committee administration, and anti‑dilution and adjustment provisions for corporate events. Management also provided burn‑rate and overhang metrics and third‑party consultant analysis to support that the requested share increase is modest relative to peers and consistent with market practice. The Board frames the request as necessary to maintain the Company’s ability to attract and retain senior private‑equity‑style dealmakers and to continue granting competitive long‑term incentives without resorting to higher cash pay. Investors should evaluate the request in light of the Company’s recent equity grant philosophy, historical burn rates, projected hiring needs, and the specific plan safeguards and limits intended to curb dilution and inappropriate repricing. The Board’s unanimous FOR recommendation reflects its conclusion that the expanded, refreshed plan balances talent retention and incentive alignment with responsible equity governance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.6% | 2,120,660 | $423M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 1,100,267 | $220M |
| 3 | JANUS HENDERSON GROUP PLC | 4.6% | 915,076 | $183M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 848,089 | $169M |
| 5 | STATE STREET CORP | 3.9% | 778,856 | $155M |
| 6 | FMR LLC | 3.0% | 594,422 | $119M |
| 7 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.9% | 573,312 | $114M |
| 8 | FRANKLIN RESOURCES INC | 2.9% | 572,676 | $114M |
| 9 | BlackRock, Inc. | 2.8% | 568,737 | $114M |
| 10 | Chicago Capital, LLC | 2.8% | 561,675 | $112M |
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