DEF 14A of Ligand Pharmaceuticals Inc, Apr 21, 2026

DEF 14A of Ligand Pharmaceuticals Inc

Filed Apr 21, 2026 · FY20250000886163-26-000021

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  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Please find a list of director nominees to our board of directors (the “Board”) below. The size of our Board is currently set at eight directors. We maintain a comprehensive Board, which represents a wide range of experience and perspectives important to enhance the Board's effectiveness in fulfilling its oversight role. Additional information for each nominee can be found under “Proposal No. 1: Election of Directors.”

  2. DIRECTOR NOMINEES

    | Name | Age* | Director Since | Professional Background | | Jason M. Aryeh (HC)(N) | 57 | 2006 | Founder and Managing General Partner of JALAA Equities, LP | | Todd C. Davis | 65 | 2007 | Chief Executive Officer of Ligand Pharmaceuticals Incorporated Co-Founder and Former Managing Partner of HealthCare Royalty Partners (now HCRx) | | Nancy R. Gray, Ph.D.(A)(N) | 66 | 2017 | President and Chief Executive Officer of Gordon Research Conferences | | Jason Haas (A)(HC) | 58 | 2022 | Chief Financial Officer of Odyssey Therapeutics Former Chief Financial Officer of Syros Pharmaceuticals Former Co-Head of Americas, Healthcare Investment Banking at Barclays | | John W. Kozarich, Ph.D. (N) | 76 | 2003 | Co-Founder and Chief Executive Officer of Paludatus Pharmaceuticals Former Chairman and President of ActivX Biosciences Former Vice President for Merck Research Laboratories | | John L. LaMattina, Ph.D.(HC) | 76 | 2011 | Senior Partner and Board Member at PureTech Health Former President for Pfizer Global R&D | | Stephen L. Sabba, M.D. (A) | 66 | 2008 | Leading BioPharma Analyst and Fund Manager for Knott Partners, L.P. | | Martine Zimmermann, Pharm.D. (A) | 57 | 2023 | Executive VP of Regulatory Affairs and Quality Assurance at Inventiva Pharma |

  3. DIRECTOR NOMINEES

    * As of the Record Date. (A) Member of the audit committee (the “Audit Committee”). (HC) Member of the human capital management and compensation committee (the “Human Capital Management and Compensation Committee”). (N) Member of the nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”). The illustration below summarizes the key experience, qualifications, and attributes for each director nominee and highlights the balanced mix of experience of our Board as a whole. This is a high-level summary that is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. The details of each nominee’s competencies are included in each nominee’s biography.

  4. DIRECTOR NOMINEES

    | Experience/Skills | Kozarich | Aryeh | Davis | Gray | Haas | LaMattina | Sabba | Zimmermann | | Life Science Industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Science/Technology | ✓ | | | ✓ | | ✓ | ✓ | ✓ | | C-Suite Leadership | ✓ | | ✓ | ✓ | ✓ | ✓ | | ✓ | | Regulatory Compliance | | | | | | ✓ | ✓ | ✓ | | Financial/Accounting | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | | Government/Public Policy | | | | ✓ | | ✓ | | |

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The persons named below have been nominated by the Board to serve as directors of our Company until the 2027 annual meeting of stockholders and until their successors have been elected and qualified. As of the date of this proxy statement, the Board is not aware of any nominee who is unable to or will decline to serve as a director. If, however, any of those director nominees are unable to serve at the time of the annual meeting, the proxyholders may exercise discretionary authority to vote for substitutes.

  6. BUSINESS EXPERIENCE OF DIRECTOR NOMINEES

    BUSINESS EXPERIENCE OF DIRECTOR NOMINEES Jason M. Aryeh has 30 years of equity investment experience focused on the life sciences industry. He is the Founder and Managing General Partner of JALAA Equities, LP, a private investment fund focused on the biotechnology and medical device sectors. He has served in such capacity since 1997. Mr. Aryeh has served on the Board of Directors of Ligand Pharmaceuticals (NASDQ: LGND) since September 2006, on the board of directors of Orchestra BioMed (NASDQ: OBIO) since September 2018, on the board of directors of LifeCore Biomedical (NASDQ: LFCR) since August 2024, and on the board of directors of Anebulo Pharmaceuticals since March 2021. He serves as Chairman of Ligand’s Nominating & Corporate Governance Committee and on its Compensation Committee, as Chairman of Orchestra’s Nominating & Corporate Governance Committee and on its Compensation Committee, on Lifecore’s Nominating & Corporate Governance Committee and Audit Committee, and as Chairman of Anebulo’s Nominating & Corporate Governance Committee and on its Audit Committee. Since 2006, Mr. Aryeh has served as Chairman of the Board, on the Board of Directors or as a consultant to over fifteen public and private life sciences companies and charitable foundations, including the Cystic Fibrosis Foundation’s Therapeutics Board for seven years. Mr. Aryeh earned a B.A. in economics, with honors, from Colgate University, and is a member of the Omnicron Delta Epsilon Honor Society in economics. Mr. Aryeh’s experience in capital markets, including his service as managing general partner of a hedge fund focused on the life sciences sector, contributed to the Board’ conclusion that he should serve as a director of our Company. Todd C. Davis is our Chief Executive Officer, a position he has held since December 2022, and has served as a member of the Board since March 2007. Mr. Davis was the Founder and Managing Partner of RoyaltyRx Capital, a special opportunities investment firm founded in 2018. From 2006 until 2018, Mr. Davis was a Founder and Managing Partner of HealthCare Royalty Partners (now HCRx), a global healthcare investment firm which grew from zero to approximately $4 billion in capital commitments during his tenure. Previously, Mr. Davis served as a partner responsible for biopharmaceutical growth equity investments at Apax Partners. Mr. Davis began his business career in sales at Abbott Laboratories where he held several sales and marketing positions of increasing responsibility. Subsequently he led corporate development and held strategic planning and general management responsibilities at Elan Pharmaceuticals. Cumulatively he has over thirty years of experience in both operations and investing in the biopharmaceutical and life sciences industries. Mr. Davis has been involved in over $4 billion of healthcare financings including growth equity, public equity turnarounds, structured debt and royalty acquisitions. He has also led, structured and closed over 40 additional intellectual property licenses, as well as hybrid royalty-debt transactions. Mr. Davis is a navy combat veteran and holds a B.S. from the U.S. Naval Academy and an M.B.A. from Harvard University. Mr. Davis currently serves on the boards of Pelthos Therapeutics, Inc. and Palvella Therapeutics Inc., which are both public companies. He currently also serves on the board of Benuvia Holdings, LLC, which is a privately held company. He is a former board member of the Harvard Business School Healthcare Alumni Association, BioDelivery Sciences International, Vaxart and ViroCell Biologics. Mr. Davis’ extensive knowledge of our business, as well as his financial and accounting expertise and his service as a director of public and private companies contributed to the Board’ conclusion that he should serve as a director of our Company. Nancy R. Gray, Ph.D., has served as a member of the Board since August 2017. Dr. Gray has acted as the President and Chief Executive Officer of Gordon Research Conferences (“GRC”), a non-profit organization focused on organizing international scientific conferences, since 2003. In her capacity as CEO of the GRC, she is dedicated to mentoring scientists at all stages of their careers by developing forums that promote meaningful conversations about barriers to career advancement and strategies to support professional growth and success. Dr. Gray currently serves on the board of Slater Technology Fund, an evergreen not-for-profit fund dedicated to supporting new venture development in Rhode Island. From December 1997 until August 2003 she served as the Director of Membership for the American Chemical Society. Prior to that, Dr. Gray worked as a Senior Research Scientist at Exxon/Mobil Research and Engineering, a subsidiary of Exxon Mobil Corporation focused on researching oil and gas. Dr. Gray is a Fellow of the Royal Society of Chemistry, a Fellow of the American Association for the Advancement of Science and a member of the American Chemical Society. She was a Research Fellow at the Foundation on Matter Institute for Atomic and Molecular Physics in Amsterdam, and completed the Harvard Executive Education Finance for Senior Executives program. She also has authored or co-authored numerous scientific articles. Dr. Gray received her B.S. in Chemistry from the University of Notre Dame in 1981 and her Ph.D. in Fuel Science from The Pennsylvania State University in 1985. Dr. Gray’s scientific background and knowledge of the biotechnology industry contributed to the Board’ conclusion that she should serve as a director of our Company. Jason Haas has served as a member of the Board since June 2022. Since December 2024, Mr. Haas has been the Chief Financial Officer of Odyssey Therapeutics, a clinical-stage biopharmaceutical company. Prior to joining Odyssey, Mr. Haas was the Chief Financial Officer of Syros Pharmaceuticals, a Nasdaq listed biotech company focused on developing oncology therapeutics, from October 2021 to November 2024. Prior to Syros, Mr. Haas spent over 25 years in healthcare investment banking where he executed many strategic transactions and supported companies through equity and debt financings, mergers and acquisitions, divestitures and spin-offs. From 2016 to October 2021, he served as Co-Head of Americas, Healthcare Investment Banking at Barclays. Previously, he served as Head of Americas Healthcare Investment Banking at Deutsche Bank from 2012 to June 2016. Prior to his role at Deutsche Bank, he was Managing Director of Healthcare Investment Banking at Goldman Sachs & Co. Mr. Haas holds an M.B.A. in Finance from Columbia Business School and an A.B. in International Relations and Economics from Colgate University. In selecting Mr. Haas to serve as a director, the Board considered, among other things, his valuable financial and accounting experience in the pharmaceutical and biotechnology industries. Our company also benefits from Mr. Haas’ healthcare investment banking background with respect to acquisitions, debt financings and equity financings.

  7. BUSINESS EXPERIENCE OF DIRECTOR NOMINEES

    John W. Kozarich, Ph.D., has served as a member of the Board since March 2003. Since November 2021, Dr. Kozarich has been Chief Executive Officer and Co-Founder of Marsal Therapeutics and since June 2022, Chief Executive Officer and Co-Founder of Paludatus Pharmaceuticals, LLC. Dr. Kozarich also serves as Adjunct Professor of Chemical Biology and Medicinal Chemistry at the University of Texas at Austin since September 2019. Previously, he served on the board of directors of Curza Global, LLC, a biopharmaceutical company, from February 2019 through June 2024. Dr. Kozarich served at ActivX Biosciences as Chairman and President from 2004 through March 2017 and in other roles since February 2001. From 2004 through March 2017, he was also Chief Scientific Advisor of Kyorin Pharmaceutical Co. LTD (Tokyo). From 1992 to 2001, Dr. Kozarich was Vice President at Merck Research Laboratories and previously held professorships at the University of Maryland (1984-1994) and Yale University School of Medicine (1977-1984). He held key roles R&D roles at Alkermes and its IPO (1990-1992). Dr. Kozarich has also served as a director of Intec Pharma Ltd, Corium Intl, Novelion Therapeutics and Retrophin, Inc. He is also a recipient of the Distinguished Scientist Award from the San Diego Section of the American Chemical Society. Dr. Kozarich earned his B.S. in chemistry, summa cum laude, from Boston College, his Ph.D. in biological chemistry from the Massachusetts Institute of Technology and was an NIH Postdoctoral Fellow at Harvard. In selecting Dr. Kozarich to serve as a director, the Board considered, among other things, his valuable pharmaceutical and international experience, including his service at Merck Research Laboratories, which is part of one of the world’s largest pharmaceutical companies, and his service with ActivX Biosciences, Inc., Novelion Therapeutics Inc. and Corium Intl. Our Company also benefits from Dr. Kozarich’s financial and accounting experience in the pharmaceutical and biotechnology industries. John L. LaMattina, Ph.D., has served as a member of the Board since February 2011. He spent 30 years at Pfizer Inc. with his last position starting in 2004 as President, Pfizer Global R&D. Dr. LaMattina began his career at Pfizer as a medicinal chemist in 1977. During his career, he was appointed to various positions of increasing responsibility for Pfizer Central Research, including Vice President of U.S. Discovery Operations in 1993, Senior Vice President of Worldwide Discovery Operations in 1998 and Senior Vice President of Worldwide Development in 1999. Dr. LaMattina graduated with cum laude honors from Boston College with a B.S. in Chemistry. He received a Ph.D. from the University of New Hampshire in Organic Chemistry and subsequently was at Princeton University in the National Institutes of Health Postdoctoral Fellowship program. Dr. LaMattina is currently a senior partner and board member at PureTech Health, a publicly-traded biopharmaceutical company, and several privately-held biopharmaceutical companies. From 2013 until May 2020, Dr. LaMattina served on the board of directors of Zafgen, Inc., a publicly-traded biotechnology company, until its acquisition by Chondrial Therapeutics, Inc. and subsequent name change to Larimar Therapeutics, Inc. in 2020. Dr. LaMattina also served on the scientific advisory board of Frequency Therapeutics, a publicly-traded biotechnology company, which effected a reverse merger with Korro Biosciences in 2023. Dr. LaMattina is the author of three books that address the challenges facing the pharmaceutical industry. Dr. LaMattina’s scientific and strategic knowledge of the biopharmaceutical industry and his directorship of public and private biopharmaceutical companies contributed to the Board’s conclusion that he should serve as a director of our Company. Stephen L. Sabba, M.D., has served as a member of the Board since August 2008. Dr. Sabba has been a leading BioPharma Analyst and Fund Manager for Knott Partners, L.P., an investment fund company, since November 2006. Previously he was a Partner and Director of Research with Kilkenny Capital Management, a Chicago-based healthcare hedge fund. Prior to that, Dr. Sabba was Director of Research at Sturza’s Medical Research, and previously was a gastroenterologist and internist in private practice at Phelps Hospital in North Tarrytown, New York. He received his M.D. from the New York University School of Medicine, and completed a residency in internal medicine and a fellowship in gastroenterology at the Veterans Administration Medical Center in New York City. He earned a B.S. with honors at Cornell University. Dr. Sabba served as a member of the board of the directors for Novelion Therapeutics Inc., a leading Canadian biotech company from June 2012 to January 2020. Dr. Sabba’s experience in accounting and capital markets and deep knowledge of the biopharmaceutical industry, including his background as a medical doctor, contributed to the Board’ conclusion that he should serve as a director of our Company. Martine Zimmermann, Pharm.D., has served as a member of the Board since September 2023. Dr. Zimmermann has served as Executive Vice President of Regulatory Affairs and Quality Assurance of France-based Inventiva (Euronext Paris and Nasdaq: IVA) since August 2025 and served as its board member since 2021. Between January 2023 and August 2025, Dr. Zimmermann served as the Senior Vice President, Head of Regulatory Affairs and R&D Quality at Ipsen Biopharmaceuticals, a global biopharmaceutical company. Prior to Ipsen, Dr. Zimmermann spent 13 years at Alexion Pharma International where she held several positions including Senior Vice President and Head of Global Regulatory Affairs. She is an active member of several life-sciences trade associations and was a member of the board of directors of Caelum Biosciences from 2019 until its acquisition by AstraZeneca in 2021. Dr. Zimmermann received her Doctorate in Pharmacy (PharmD) with a specialty in immunology from the Louis Pasteur University, Strasbourg in France. Dr. Zimmermann’s experience and knowledge of global regulatory compliance in the biopharmaceutical industry and her directorship of a biopharmaceutical company contributed to the Board’ conclusion that she should serve as a director of our Company.

  8. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  9. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table provides information related to the compensation of each of our non-employee directors for the fiscal year ended December 31, 2025 (“fiscal year 2025”). Mr. Davis’ compensation is further described under the section titled “Executive Compensation and Other Information” below.

  10. DIRECTOR COMPENSATION TABLE

    | Name | Fees Paid in Cash | Stock Awards(1) | Option Awards(1) | Total | | Jason M. Aryeh | $59,539 | $128,142 | $262,888 | $450,569 | | Nancy R. Gray, Ph.D. | 57,039 | 128,142 | 262,888 | 448,069 | | Jason Haas | 67,039 | 128,142 | 262,888 | 458,069 | | John W. Kozarich, Ph.D. | 82,039 | 128,142 | 262,888 | 473,069 | | John L. LaMattina, Ph.D. | 49,539 | 128,142 | 262,888 | 440,569 | | Stephen L. Sabba, M.D. | 62,039 | 128,142 | 262,888 | 453,069 | | Martine Zimmermann, Pharm.D. | 53,155 | 128,142 | 262,888 | 444,185 |

  11. DIRECTOR COMPENSATION TABLE

    (1) Reflects the grant date fair value for stock and option awards granted to directors in 2025, calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of stock and option awards are set forth under Note 11 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026. As of December 31, 2025, our non-employee directors listed in the table above held outstanding stock awards and options, as follows:

  12. DIRECTOR COMPENSATION TABLE

    | Name | Number of Shares Underlying Outstanding Restricted Stock Units | Number of Shares Underlying Outstanding Stock Options | | Jason M. Aryeh | 1,209 | 41,493 | | Nancy R. Gray, Ph.D. | 1,209 | 34,358 | | Jason Haas | 1,209 | 26,826 | | John W. Kozarich, Ph.D. | 1,209 | 45,666 | | John L. LaMattina, Ph.D. | 1,209 | 39,348 | | Stephen L. Sabba, M.D. | 1,209 | 45,666 | | Martine Zimmermann, Pharm.D. | 1,970 | 22,572 |

  13. 2025 BUSINESS HIGHLIGHTS

    | Pay-for-Performance Annual Bonuses: | Our annual bonus program rewards our named executive officers based on company achievement of pre-established financial and strategic objectives. For 2025, our Company focused on key corporate objectives in the following areas: financial performance, business development and operations. The annual program is formulaic using pre-set goals. Based on corporate performance in these areas during 2025, our Human Capital Management and Compensation Committee determined that our NEOs should be paid annual bonuses between 140% and 150% of targeted levels. | | Equity Emphasis on Performance-Based Equity Awards | Our Human Capital Management and Compensation Committee continued its practice of ensuring that a substantial portion of our NEOs’ total compensation is awarded in the form of long-term equity incentive awards. During 2025, our NEOs received the following annual awards granted in accordance with the weightings described below. •Stock Options – 44% of Total Target Equity Value: 44% of each named executive officer’s annual long-term equity incentive award was granted in the form of stock options, which we consider to be performance-based awards as they provide value to our executives only if our stock price increases. These stock options are subject to our standard four-year vesting schedule. •Performance-Based Restricted Stock Units (“PSUs”) – 31% of Total Target Equity Value: i.31% of each named executive officer’s annual long-term equity incentive award was granted in the form of PSUs. The PSUs granted in 2025 were tied to two corporate goals with equal weightings: (i) the projected adjusted EPS ending December 31, 2027 and (ii) the projected 2029 revenue derived from assets acquired from January 1, 2025 through December 31, 2026. ii.The Human Capital Management and Compensation Committee selected the foregoing performance measures because they represent two key performance metrics tied to our near-term and long-term business objectives and, with respect to the PSU objectives, are appropriately measured over the related period of time, thereby creating the clearest link between executive actions, corporate results and our continued long-term success. •Time-Based Restricted Stock Units (“RSUs”) – 25% of Total Target Equity Value: The remainder of the annual long-term equity incentive awards granted to our NEOs was granted in the form of RSUs that are subject to our standard three year vesting schedule. For 2026, the Human Capital Management and Compensation Committee approved a revised equity award mix that places greater emphasis on performance‑based compensation. Under this structure, equity awards are weighted 30% toward stock options, 20% toward RSUs, and 50% toward PSUs. The Human Capital Management and Compensation Committee increased the weighting allocated to PSUs to further strengthen the link between executive compensation and the achievement of key corporate objectives, reinforcing management’s focus on delivering sustained long‑term performance and value creation for stockholders. |

  14. AT-RISK COMPENSATION

    AT-RISK COMPENSATION The charts below show that the significant majority of target total direct compensation for our NEOs is variable (or “at-risk”) – 94% for our Chief Executive Officer for 2025 and 87% for our other NEOs for 2025. The calculation is based on total target direct compensation for the applicable year, calculated as the sum of the annual base salaries and target annual bonuses for such year, and the value of the long-term equity incentive awards granted in such year, assuming “target” performance. “At-risk” pay is tied to the achievement of corporate and individual performance objectives or stock price performance (including the RSUs, which are time‑based vesting awards but whose value depends on stock price performance through the applicable vesting dates). The chart below for our Chief Executive Officer and other NEOs reflects their target total direct compensation for 2025.

  15. TOTAL STOCKHOLDER RETURN PERFORMANCE

    TOTAL STOCKHOLDER RETURN PERFORMANCE The graph below shows the five-year cumulative total stockholder return assuming the investment of $100 and is based on the returns of the component companies weighted monthly according to their market capitalizations. The graph compares total stockholder returns of our common stock and of the NASDAQ Biotechnology Index and the NASDAQ Composite Index, as prepared by The Nasdaq Stock Market Inc. Ligand’s total stockholder return in 2025 reflects meaningful outperformance relative to both its peer index and the broader market. As shown in the Pay Versus Performance table, Ligand generated cumulative total stockholder returns of $279.02 per $100 invested as of December 31, 2025, compared to $124.75 per $100 invested for the NASDAQ Biotechnology Index. The Company’s strong TSR performance in 2025 was driven by continued execution of its royalty‑based business model, favorable financial results, and successful strategic transactions that strengthened long‑term earnings visibility. While the biotechnology sector has faced broader macroeconomic and market challenges in recent periods, Ligand’s performance in 2025 demonstrates the effectiveness of its strategy and management execution. In light of the Company’s strong total stockholder return performance in 2025 and continued evolution of its business model, the Board has focused on adjusting the corporate strategy to capitalize on the most promising growth opportunities, including targeting specific growth metrics in both the annual performance-based cash program and the long-term performance-based equity incentive program. Because of the importance of tying executive compensation outcomes to long-term stockholder value creation, relative total stockholder return (“TSR”) as compared to the NASDAQ Biotechnology Index was selected by our Human Capital Management and Compensation Committee as one of the two performance objectives for purposes of the PSUs granted to our NEOs in 2023. By 2024, we had already layered multiple overlapping TSR-based PSU awards into the compensation program, so the Human Capital Management and Compensation Committee deliberately shifted new PSU grants to operational and financial performance metrics to avoid over-weighting TSR and better align incentives with management-controlled drivers. The PSUs granted in 2024 were tied to two corporate goals with equal weightings: (i) the projected 2028 revenue from the new deals earned from January 1, 2024 through December 31, 2025 and (ii) the compound annual growth rate of adjusted EPS between January 1, 2024 and December 31, 2025. The PSUs granted in 2025 were tied to two corporate goals with equal weightings: (i) the projected adjusted EPS ending December 31, 2027 and (ii) the projected 2029 revenue derived from assets acquired from January 1, 2025 through December 31, 2026. The stockholder return shown on the graph below is not necessarily indicative of future performance and we will not make or endorse any predictions to future stockholder returns.

  16. PRINCIPAL ELEMENTS OF PAY AND PAY POSITIONING

    | | Description and Purpose | Pay Positioning Philosophy | | Base Salary | Competitive fixed cash compensation used to attract and retain talented executives. | We generally provide our NEOs with a base salary that is positioned around the median for similar positions at our peer groups as our Human Capital Management and Compensation Committee considers equity incentive awards to provide better long-term retention value than base salary. | | Annual Performance Bonus Award | Cash incentives designed to reward executive officers for successful corporate performance against board approved annual bonus objectives. | Target total cash compensation generally at or below the median of executive officers performing similar job functions at companies in our peer groups, ensuring total compensation is competitive with market. | | Long-Term Equity Incentive Awards | Stock options, RSU, and PSU awards subject to time-based and performance-based vesting designed to align each executive officer’s incentives with stockholder value creation. | We emphasize long-term equity incentive compensation within our NEOs’ total target compensation opportunity. While we do not set target equity compensation at a specific market position relative to our peer groups, annual target equity opportunities may exceed the median of executive officers performing similar job functions at companies in our peer groups if the Human Capital Management and Compensation Committee believes that is appropriate based on other compensation components, retention and incentive needs and individual executive officer and Company performance. For 2025, the annual target equity opportunity for our CEO was positioned above the 75th percentile of CEOs at both our middle market private equity peer group and life sciences peer group, and for our other NEOs, the annual target equity opportunity was positioned around the 50th percentile for similar positions at our middle market private equity peer group and 75th percentile for similar positions at our life sciences peer group after the Human Capital Management and Compensation Committee's review of the foregoing factors, with a specific focus on our operational performance in 2025. | | Benefits & Other Compensation Programs | Healthcare and insurance coverage, deferred compensation arrangements, 401(k) matching program, employee stock purchase plan offering and other fringe benefits. | Benefits and other compensation programs designed to further incentivize our executive officers and provide competitive compensation. |

  17. PRINCIPAL ELEMENTS OF PAY AND PAY POSITIONING

    We strongly believe in retaining the best talent among our senior executive management team and while we believe that comparisons to market data are a useful tool, we do not believe that it is appropriate to establish executive compensation levels based solely on a comparison to data from these companies. Therefore, the Human Capital Management and Compensation Committee may approve total compensation packages for senior executive management that vary from the foregoing positioning based on several factors, including overall experiences, accumulated years of service with us, level of responsibilities and/or performance ratings. Our 2025 total compensation for our NEOs was generally consistent with the foregoing compensation philosophy. The compensation levels of our NEOs reflect to a significant degree their varying roles and responsibilities. Our Chief Executive Officer (“CEO”) has the greatest level of responsibility among our NEOs and, therefore, receives the highest level of pay. This is also consistent with the practices of the companies in our peer group and the summary compensation data included in the summaries of comparable companies reviewed by our Human Capital Management and Compensation Committee. For 2025, the annual target equity opportunity for our CEO was positioned above the 75th percentile of CEOs at both our middle market private equity peer group and life sciences peer group. In determining this position, the Human Capital and Compensation Committee considered several factors specific to our business model, strategic objectives, and CEO’s individual qualifications. We operate a capital-efficient, royalty-driven, business model that depends on disciplined capital allocation, complex transaction execution, and sustained access to high-quality external opportunities. Our CEO’s responsibilities extend beyond traditional life sciences leadership and include sourcing, negotiating, and structuring transactions that require expertise comparable to senior investment professionals in the private equity sector. The Human Capital and Compensation Committee also considered retention risk in light of our CEO’s specialized experience, proven deal-making track record, and centralized role in executing our long-term strategy. The market for executives with demonstrated expertise across biotechnology, structured royalties, and private investment is highly competitive. Given our lean management structure and reliance on executive leadership to originate, evaluate, and execute strategic transactions, the Human Capital and Compensation Committee determined that positioning the CEO’s long-term incentives above the 75th percentile against both life sciences and private equity peers was appropriate and in the best interests of stockholders.

  18. Role of Compensation Consultant

    Role of Compensation Consultant In 2025, the Human Capital Management and Compensation Committee retained Aon’s Talent Solutions practice, a division of Aon, a national executive compensation consulting firm, as its independent compensation consultant. During 2025, Aon provided the following services to the Human Capital Management and Compensation Committee: •Assisted in the formulation of the peer group used to determine executive compensation during 2025. •Advised regarding the determination of the key elements of the executive compensation program. •Advised regarding the market competitiveness of the director compensation program. Aon reports to and is accountable to the Human Capital Management and Compensation Committee, and may not conduct any other work for us without the authorization of the Human Capital Management and Compensation Committee. After review and consultation with Aon, the Human Capital Management and Compensation Committee has determined that Aon is independent and there is no conflict of interest resulting from retaining Aon currently or during the year ended December 31, 2025. In reaching these conclusions, the Human Capital Management and Compensation Committee considered the factors set forth in Exchange Act Rule 10C-1 and Nasdaq listing standards.

  19. Life Sciences Peer Group

    Life Sciences Peer Group The Human Capital Management and Compensation Committee also worked with Aon to update the peer group of Life Sciences companies, which will serve as market reference point for operational roles. The peer group was not selected on the basis of executive compensation levels and reflects companies that are our peers in terms of our then current business model and stage of development, including the number of programs maintained by us and the importance of licensing to our business model. The selected companies in our peer group are companies that fall within a reasonable range of comparison factors and/or that we may compete with for executive talent. In addition to the criteria related to finding companies with similar business models and at a similar stage of development as Ligand. Given the significant shifts in our corporate strategy, the Human Capital Management and Compensation Committee and Aon undertook a comprehensive review of the corporate profile and peer group construction process, which resulted in a peer group refresh to better align with the Company’s transformed business and market for talent. Following that process, the peer criteria are as follows:

  20. Life Sciences Peer Group

    | Peer Group Selection Criteria | | •Pharmaceuticals, Late-Stage Pre-Commercial & Commercial, with consideration towards Ligand’s various assets. | | •Revenues ranging from $0 million to $450 million. At the time the peer group was established in September 2024, Ligand was positioned at the 73rd percentile of the peer group for projected revenues for fiscal year 2024 and 2025. | | •Market capitalizations between $600 million and $5.5 billion. Ligand’s 30-day average market capitalization as of August 2024 was approximately $1.87 billion. The peer group ranged between 1/3x to 3x of Ligand’s 30-day average. Ligand’s market capitalization was positioned at the 55th percentile of the approved peer group. | | •Companies with a headcount generally below 160 employees. |

  21. Life Sciences Peer Group

    The life sciences peer group companies for 2025 compensation was comprised of the following companies:

  22. Life Sciences Peer Group

    | 89bio | Day One Biopharmaceuticals | Protagonist Therapeutics | | Akero Therapeutics | Geron | SIGA Technologies | | Ardelyx | Halozyme Therapeutics | Soleno Therapeutics | | ARS Pharmaceuticals | IDEAYA Biosciences | Structure Therapeutics | | Cassava Sciences | Innoviva | Theravance Biopharma | | Catalyst Pharmaceuticals | Liquidia | Vera Therapeutics | | CG Oncology | MoonLake Immunotherapeutics | |

  23. Life Sciences Peer Group

    The peer group compensation data is derived from public filings and information reported to Aon in its proprietary compensation survey. The pool of senior executive talent from which we draw and against which we compare ourselves extends beyond the limited community of our immediate peer group and includes a wide range of other organizations outside of our traditional competitors, which range is represented by such surveys. As a result, the Human Capital Management and Compensation Committee uses peer group data to analyze the overall competitiveness of our compensation with our direct peers and our general compensation philosophy, and to determine equity award levels for the NEOs, but also relies on industry survey data in determining actual executive compensation.

  24. Annual Performance-Based Cash Compensation

    Annual Performance-Based Cash Compensation It is the Human Capital Management and Compensation Committee’s objective to have a substantial portion of each named executive officer’s compensation contingent upon company performance. Our annual performance-based bonus program provides for cash bonus payments tied to achievement of key annual corporate performance objectives established by the Board for such purpose. Our annual performance-based bonus program is intended to complement our long-term equity program, which more directly aligns realized executive compensation with longer-term share price and corporate objectives.

  25. Target Annual Bonus Opportunities

    Target Annual Bonus Opportunities The target incentive opportunities for our NEOs for 2025 are set forth in the table below. Each executive’s annual bonus is tied 100% to corporate performance. The target incentive opportunity for Mr. Espinoza as a percentage of base salary increased from 40% in 2024 to 45% in 2025 and is within our pay positioning philosophy, as described above. The target incentive opportunities for the remaining NEOs remained unchanged from 2024.

  26. Target Annual Bonus Opportunities

    | Name | 2025 Target Bonus (as a % of Base Salary) | | Todd C. Davis | 70% | | Tavo Espinoza | 45% | | Andrew Reardon | 40% |

  27. 2025 Corporate Performance Objectives and Achievements

    2025 Corporate Performance Objectives and Achievements At the beginning of each year, the Board sets corporate objectives for the year in a number of areas after considering management input and our overall strategic objectives. Following the conclusion of each year, the Human Capital Management and Compensation Committee assesses the level of achievement relative to these corporate objectives. This achievement level is then applied to each named executive officer’s target bonus to determine that year’s total annual bonus. The Human Capital Management and Compensation Committee retains the discretion to reduce the final bonus payout to a named executive officer based on other factors deemed relevant to assessing the company’s performance in comparison to its peers and the industry. In February 2025, the Human Capital Management and Compensation Committee and the Board approved the performance objectives for the 2025 annual bonus program. The metrics were established after careful consideration of key short-term corporate goals. The performance goals were deemed to be challenging, yet attainable, by the Human Capital Management and Compensation Committee. In designing the 2025 annual bonus program, the Human Capital Management and Compensation Committee selected metrics that it believed best reflects the way Ligand creates value. Given our business model, the Human Capital Management and Compensation Committee believes it is more appropriate to evaluate performance based on a balanced assessment of financial results, business development execution, and operational progress than rigidly-weighted financial metrics.

  28. 2025 Corporate Performance Objectives and Achievements

    (1) Core cash flow for annual bonus plan purposes is a non-GAAP measure and is generally calculated as revenue less 1) cost of sales, and 2) cash operating expenses. In evaluating management’s performance against our 2025 corporate objectives in December 2025, our Human Capital Management and Compensation Committee assessed performance relative to the predefined goals to be in line with the targeted levels of performance anticipated by the Board when such objectives were first established. The Business Development component of the 2025 annual bonus program consisted of two distinct sub‑objectives: (i) disciplined capital deployment within a targeted investment range and (ii) expansion of the Company’s royalty and development‑stage portfolio through the addition of new programs. These sub‑objectives were evaluated holistically to assess overall business development performance for the year. While total capital deployed in 2025 of $131 million was below the low end of the targeted investment range of $150 million to $200 million, the Company substantially exceeded expectations with respect to portfolio expansion, adding 10 new programs during the year versus an initial target of approximately five new programs. The Company’s ability to originate and execute a higher‑than‑expected number of strategic transactions reflected strong deal sourcing, execution capabilities, and disciplined selectivity in capital deployment. In assessing performance, the Human Capital Management and Compensation Committee placed meaningful weight on the quality and volume of portfolio additions, recognizing that the Company’s long‑term value creation is driven not solely by aggregate capital deployed, but by the strategic impact, diversification, and return profile of the assets acquired. When considered in combination, the significant overachievement in program additions more than offset the shortfall relative to the capital deployment range, resulting in an overall Business Development achievement level of 137%. The Committee believes this outcome appropriately reflects performance against the Company’s strategic objectives and aligns incentive outcomes with long‑term stockholder value creation. In determining the final payout, the Human Capital Management and Compensation Committee considered the overall quality and significance of the Company’s performance during the year beyond the above-target achievement against the above pre-established 2025 objectives. In particular, the Human Capital Management and Compensation Committee considered that 2025 marked a meaningful step forward in Ligand’s transformation into a royalty-focused company, with strong growth in royalty revenue, continued expansion and maturation of the Company’s royalty portfolio, disciplined capital deployment, and the maintenance of substantial liquidity entering 2026. The Human Capital Management and Compensation Committee viewed these outcomes as important because they strengthened the Company’s long-term earnings profile and advanced the strategic positioning of the business beyond what was captured by our annual objectives. In addition, our Human Capital Management and Compensation Committee considered our business achievements in 2025 as discussed above under “2025 Business Highlights.” In determining individual payout levels, the Human Capital Management and Compensation Committee considered the performance against the pre-established goals, differences in role, scope of responsibility, and relative impact on the Company’s achievement of its 2025 objectives, which resulted in payout levels of 150% of target for Messrs. Davis and Espinoza and 140% of target for Mr. Reardon.

  29. 2025 Annual Bonus Determinations

    2025 Annual Bonus Determinations

  30. 2025 Annual Bonus Determinations

    | Name | Base Salary | Target Bonus (as % of base salary) | Corporate Performance Achievement % | Total 2025 Annual Bonus(1) | | Todd Davis | $728,000 | 70% | 150% | $764,400 | | Tavo Espinoza | 530,000 | 45% | 150% | 357,750 | | Andrew Reardon | 480,000 | 40% | 140% | 268,800 |

  31. 2025 Annual Bonus Determinations

    (1) Annual bonus amounts were calculated based on the annualized salary earned during 2025 for the executives.

  32. Long-Term Performance-Based Equity Incentive Program

    Long-Term Performance-Based Equity Incentive Program Our long-term performance-based compensation is designed to link the ultimate level of an executive officer’s compensation to our stock price performance and long-term stockholder interests while creating an incentive for sustained growth. All equity awards granted in 2025 for our executive officers were granted under our 2002 Plan.

  33. Equity Vehicles

    Equity Vehicles We provide equity compensation to our NEOs through grants of stock options, RSUs and PSUs. For 2025 annual award purposes, these equity vehicles were weighted at 44%, 25% and 31%, respectively. For 2025, the Human Capital Management and Compensation Committee viewed stock options as appropriate equity compensation for 2025 because they deliver value only to the extent the Company’s stock price appreciates after the grant date, thereby directly aligning executives with long-term stockholder value creation. •Time-based stock options granted to our NEOs generally have a four-year vesting schedule designed to provide an incentive for continued employment, with a six-month vesting cliff and vesting in equal monthly increments thereafter. Options have a ten-year term and an exercise price equal to 100% of the fair market value of the underlying stock on the date of grant. Accordingly, options will provide a return to the executive officer only if the market price of the shares appreciates over the option term. •Time-based restricted stock units generally vest in equal annual installments over three years. •Performance stock units are a significant component of our annual long-term equity incentive awards for our NEOs that vest based on key corporate and financial objectives over multi-year performance periods. At the time of grant, our Human Capital Management and Compensation Committee conducts a review of the performance measures and associated payout levels, the rigor of the performance goals and their alignment with performance. Our PSUs are structured with two staggered performance periods to provide our Human Capital Management and Compensation Committee the ability to design performance objectives that are tailored to specifically drive long-term stockholder value creation over varying time horizons. This staggered performance period design results in PSUs from two awards vesting each year and facilitates more diversity in performance objectives. The Human Capital Management and Compensation Committee views granting equity awards as both a valuable retention device and a means to effectively align the interests of our NEOs with our long-term objectives and stockholder interests. In line with the retention benefits of our equity awards, the Human Capital Management and Compensation Committee therefore also reviews the status of vesting and number of vested versus unvested awards at the time of grant. Guidelines for the number of equity awards granted to each executive officer are determined using a procedure approved by the Human Capital Management and Compensation Committee based upon several factors, including the executive officer’s level of responsibility, performance, retention power of previously granted equity awards, and the value of the equity awards at the time of grant. We emphasize long-term equity incentive compensation within our NEOs' total target compensation opportunity. While we do not set target equity compensation at a specific level relative to our peer group, annual target equity opportunities may exceed the median of executive officers performing similar job functions at companies in our peer groups if the Human Capital Management and Compensation Committee believes that is appropriate based on its review of the foregoing factors, each executive’s total compensation and individual executive officer performance.

  34. 2025 Annual Awards

    2025 Annual Awards Our Human Capital Management and Compensation Committee’s long-standing practice has been to grant all equity awards on a predetermined schedule. In March 2025, our Human Capital Management and Compensation Committee approved annual long-term incentive awards to our NEOs as described in the table below.

  35. 2025 Annual Awards

    | Name | Total Stock Option Target Value (44%) | Number of Stock Options Granted(1) | Total RSU Target Value (25%) | Number of RSUs Granted(2) | Total PSU Target Value (31%) | Number of PSUs Granted (at Target)(2) | | Todd Davis | $4,400,000 | 93,476 | $2,500,000 | 21,382 | $3,100,000 | 26,514 | | Tavo Espinoza | 1,540,000 | 32,717 | 875,000 | 7,484 | 1,085,000 | 9,280 | | Andrew Reardon | 1,320,000 | 28,043 | 750,000 | 6,415 | 930,000 | 7,954 |

  36. 2025 Annual Awards

    (1) The actual number of options awarded was calculated using the Black-Scholes option pricing model (utilizing the same assumptions that we utilize in the preparation of our financial statements). (2) The actual number of RSUs and PSUs awarded is calculated by dividing (a) the target grant value of the RSU and PSU awards, by (b) the average closing price per share of our common stock on the Nasdaq Global Market (or such other established stock exchange or national quotation system on which the stock is quoted) for the 30-calendar day period through and including March 4, 2025. Our Human Capital Management and Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and we do not time the disclosure of such material nonpublic information for purposes of affecting the value of executive compensation. The timing of grants is aligned with the start of the new fiscal year as a way to incentivize the executives to deliver on our strategic objectives for the new fiscal year. We did not grant option awards to our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing material nonpublic information and ending one business day after the filing or furnishing of such report with the SEC in the fiscal year 2025. The annual time-based stock options and RSUs granted to our NEOs and reflected in the table above vest in accordance with the standard vesting schedules described above. The PSUs granted by our Human Capital Management and Compensation Committee in 2025 (the “2025 PSUs”) were divided into two equally weighted components: one subject to the level of projected 2029 revenue derived from acquired assets between January 1, 2025 and December 31, 2026 and one tied to the projected adjusted EPS ending December 31, 2027. Our Human Capital Management and Compensation Committee selected these performance measures in order to drive the key behaviors that reinforce and align pay with stockholder returns. Threshold, target and maximum performance levels for both components of the 2025 PSUs were established, as described below. The Human Capital Management and Compensation Committee selected the foregoing performance measures because they represent the key financial and operational performance metrics for which the executives are responsible as well as align with stockholders’ interests, thereby creating the clearest link between executive actions, corporate results and our continued long-term success. Projected 2029 Revenue from Acquired Assets Component. The performance-based vesting requirement for the projected 2029 revenue component of the 2025 PSUs is based on the level of Ligand’s revenue generated from newly acquired assets between January 1, 2025 and December 31, 2026 (“Revenue Performance Period”).

  37. SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

    SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS We believe that reasonable severance benefits for our named executive officers are important because it may be difficult for our executive officers to find comparable employment within a short period of time following an involuntary termination of employment. We also believe that it is important to protect our named executive officers in the event of a change in control transaction involving us. In addition, it is our belief that the interests of stockholders will be best served if the interests of our senior management are aligned with them, and providing change in control severance benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that may be in the best interests of stockholders. Accordingly, the severance arrangements we have entered into with each of our named executive officers provide for severance benefits in specified circumstances, as well as benefits in connection with an involuntary termination following a change in control.

  38. Severance Agreement with Todd C. Davis

    Severance Agreement with Todd C. Davis We entered into a severance agreement with Mr. Davis in connection with his appointment as our Chief Executive Officer. In the event Mr. Davis’ employment is terminated by us without cause or he resigns for good reason prior to a change in control of the Company or more than 24 months following a change in control of the Company, he will be eligible to receive a severance benefit equal to: •eighteen months of his base salary at the rate in effect at the time of involuntary termination; plus •eighteen multiplied by the monthly premium he would be required to pay for continued health coverage for himself and his eligible dependents. In the event Mr. Davis’ employment is terminated by us without cause or he resigns for good reason within 24 months following a change in control of our company, he will be eligible to receive a severance benefit equal to: •two times the annual rate of base salary in effect at the time of involuntary termination; plus •two times the greater of: (a) the maximum target bonus for the fiscal year in which the termination occurs; or (b) the maximum target bonus for the fiscal year in which the change in control occurs, if different; plus •twenty-four multiplied by the monthly premium the executive would be required to pay for continued health coverage for himself and his eligible dependents. The foregoing severance amounts will be payable in a lump sum following Mr. Davis’ termination of employment, subject to his execution of a general release of claims acceptable to us. The severance agreement also provides that in the event Mr. Davis’ employment is terminated by us without cause or he resigns for good reason, all of Mr. Davis’ outstanding stock awards will vest in the event of such involuntary termination (provided that the acceleration of performance-based awards will be governed by the applicable award agreements). In addition, the post-termination exercise period of Mr. Davis’ stock options will be extended from three months to the date that is 24 months following the date of termination (but in no event beyond the original expiration date of such options), subject to his agreement to certain restrictions on the transfer of shares of the Company’s common stock held by him. For purposes of the severance agreement, an involuntary termination is either a termination of Mr. Davis’ employment by us without cause or his resignation for good reason. “Cause” is generally defined as Mr. Davis’ conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, his willful and material breach of any obligation or duty under the employment agreement, any confidentiality and proprietary rights agreement or any written employment or other written policies that have previously been furnished to him, which breach is not cured within 30 days after written notice thereof is received by him, if such breach is capable of cure, Mr. Davis’ gross negligence or willful misconduct, including without limitation, fraud, dishonesty or embezzlement, in the performance of his duties, or his continuing failure or refusal to perform his assigned duties or to comply with reasonable directives of the Board that are consistent with his job duties (which directives are not in conflict with applicable law), which failure is not cured within 30 days after written notice thereof is received by him. For purposes of the Mr. Davis severance agreement, “good reason” is generally defined as a material diminution in the officer’s authority, duties or responsibilities, a material diminution in the officer’s base compensation, a material change in the geographic location at which the officer must perform his duties, or any other action or inaction that constitutes a material breach by us or any successor or affiliate of its obligations to the officer under the employment agreement. An officer must provide written notice to us of the occurrence of any of the foregoing events or conditions without his written consent within 90 days of the occurrence of such event. We will have a period of 30 days to cure such event or condition after receipt of written notice of such event from the officer. Any voluntary termination of an officer’s employment for “good reason” must occur no later than the date that is six months following the initial occurrence of one of the foregoing events or conditions. For purposes of Mr. Davis’ severance agreement, a “change in control” has generally the same definition as given to such term under our 2002 Plan, as described below.

  39. Change in Control Arrangements

    Change in Control Arrangements In addition to our agreement with Mr. Davis, we have change in control severance agreements with our other named executive officers. In the event a named executive officer’s employment is terminated by us without cause or he or she resigns for good reason within 24 months following a change in control of our company, he or she will be eligible to receive a severance benefit equal to: •one times the annual rate of base salary in effect for such officer at the time of involuntary termination; plus •one times the greater of: (a) the maximum target bonus for the fiscal year in which the termination occurs; or (b) the maximum target bonus for the fiscal year in which the change in control occurs, if different; plus •twelve multiplied by the monthly premium the executive would be required to pay for continued health coverage for himself or herself and his or her eligible dependents. The foregoing severance amounts will be payable in a lump sum following the officer’s termination of employment, subject to the officer’s execution of a general release of claims acceptable to us. The change in control severance agreements also provide that all of the participating named executive officer’s outstanding stock awards will vest in the event of such a termination (provided that the acceleration of performance-based awards will be governed by the applicable award agreements). In addition, the post-termination exercise period of a named executive officer’s stock options will be extended from three months to the date that is nine months following the date of termination, unless a longer date is specified in the relevant grant agreement (but in no event beyond the original expiration date of such options). For purposes of the change in control severance agreements, an involuntary termination is either a termination of a named executive officer’s employment by us without cause or his resignation for good reason. “Cause” and “good reason” have the same definitions as given to such terms under Mr. Davis’ severance agreement described above. For purposes of the change in control severance agreements, a “change in control” has generally the same definition as given to such term under our 2002 Plan, as described below.

  40. Severance Plan

    Severance Plan We maintain the Ligand Pharmaceuticals Incorporated Severance Plan to provide severance payments to our employees and the employees of our subsidiaries upon an involuntary termination of employment without cause. Each of the named executive officers (other than Mr. Davis) is eligible to participate in the severance plan, provided that he or she is not subject to disciplinary action or a formal performance improvement plan at the time of termination. However, if, as a result of his or her involuntary termination by us without “cause,” a named executive officer would be eligible to receive severance under any individual change in control severance agreement, employment agreement or other arrangement providing severance benefits, as approved by the Board or a committee thereof, such named executive officer will not be eligible for benefits under the severance plan. Under the terms of the severance plan, a named executive officer will be eligible to receive (1) a lump sum payment in cash for his fully earned but unpaid base salary and accrued but unused vacation through the date of termination, (2) an amount equal to his base salary for the severance period, which period will be equal to (a) two months plus (b) one week for each year of service as of the date of termination and (c) continued health coverage at the same cost as was in effect for the named executive officer at the date of termination throughout such severance period, provided that such named executive officer elects continued coverage under COBRA. The foregoing cash severance benefit will be payable in a lump sum following the officer’s termination of employment, subject to the officer’s execution of a general release of claims acceptable to us. For purposes of the severance plan, “cause” is generally defined as an officer’s conviction of (or entry of a plea of no contest to) any felony or any other criminal act, an officer’s commission of any act of fraud or embezzlement, an officer’s unauthorized use or disclosure of our confidential or proprietary information or trade secrets, an officer’s commission of any material violation of our policies, or an officer’s commission of any other intentional misconduct which adversely affects our business or affairs in a material manner.

  41. Change in Control Acceleration of Equity Awards

    Change in Control Acceleration of Equity Awards In the event outstanding awards under our 2002 Plan or our Inducement Plan are not assumed or replaced with a comparable award or cash incentive program in connection with any such merger or asset sale, or change in ownership or control, such awards shall vest in full, unless such accelerated vesting is precluded by a limitation set forth in the applicable award agreement. In the event the equity is assumed or replaced, the severance agreement or change in control severance agreement in place with each name executive officer and the terms of the relevant grant documents would apply. Under the 2002 Plan, a “change in control” is generally defined as: •a merger, consolidation or reorganization of our company in which 50% or more of our voting securities change ownership; •the sale, transfer or other disposition of all or substantially all of our assets in complete liquidation or dissolution of our company; or •a change in control of our company effected through a successful tender offer for more than 50% of our outstanding common stock or through a change in the majority of the Board as a result of one or more contested elections for board membership. In addition, the PSUs granted to the NEOs in 2024 and 2025 contain additional vesting provisions that will apply in the event of a change in control. In the event of a change in control prior to the end of both of the applicable performance periods under the PSUs, the number of PSUs in which a named executive officer will be eligible to vest under each PSU will be set at the “target” number of units (as set forth in the applicable grant document), which “target” PSUs will continue to be eligible to vest based solely on the participant’s continued employment or service, with 50% of such “target” PSUs vesting on the last day of the first performance period and 50% of such “target” PSUs vesting on the last day of the second performance period. In the event of a change in control after the completion of the first performance period but prior to the completion of the second performance period, the remaining number of PSUs in which a participant will be eligible to vest under each PSU will be set at 50% of the “target” number of PSUs, which “target” PSUs will continue to be eligible to vest based solely on the participant’s continued employment or service through the last day of the second performance period.

  42. RISK ASSESSMENT OF COMPENSATION POLICIES AND PROGRAMS

    RISK ASSESSMENT OF COMPENSATION POLICIES AND PROGRAMS Management annually assesses our compensation policies and programs for all employees for purposes of determining the enterprise risks faced by us in connection with such policies and programs and presents its assessment to our Human Capital Management and Compensation Committee. Based on these assessments, management has concluded, and the Human Capital Management and Compensation Committee has agreed, that none of our compensation policies or programs create risks that are reasonably likely to have a material adverse effect on us. In connection with their review, management and the Human Capital Management and Compensation Committee noted certain key attributes of our compensation policies and programs that help to reduce the likelihood of excessive risk taking, including: •The program design provides a balanced mix of cash and equity compensation, fixed and variable compensation and annual and long-term incentives. •Corporate performance objectives are designed to be consistent with our overall business plan and strategy, as approved by the Board. •The determination of executive incentive awards is based on a review of a variety of indicators of performance, reducing the risk associated with any single indicator of performance. •Our equity awards generally vest over multi-year periods. •The Human Capital Management and Compensation Committee has the right to exercise negative discretion over executive annual incentive plan payments.

  43. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides information regarding the compensation earned by our named executive officers during the fiscal years ended December 31, 2025, 2024 and 2023:

  44. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Todd C. Davis | 2025 | $724,500 | $5,520,493 | $4,441,120 | $764,400 | $21,582 | $11,472,095 | | Chief Executive Officer | 2024 | 695,834 | 6,429,536 | 5,142,650 | 637,000 | 9,960 | 12,914,980 | | | 2023 | 650,007 | 3,378,456 | 1,788,095 | 390,000 | 9,960 | 6,216,518 | | Tavo Espinoza | 2025 | 522,825 | 1,932,219 | 1,554,411 | 357,750 | 14,943 | 4,382,148 | | Chief Financial Officer | 2024 | 469,550 | 1,428,806 | 1,142,820 | 250,000 | 7,380 | 3,298,556 | | | 2023 | 433,005 | 1,201,271 | 635,773 | 173,202 | 7,380 | 2,450,631 | | Andrew Reardon | 2025 | 476,675 | 1,656,171 | 1,332,345 | 268,800 | 13,291 | 3,747,282 | | Chief Legal Officer and Secretary | 2024 | 451,950 | 1,428,806 | 1,142,820 | 240,000 | 7,380 | 3,270,956 | | | 2023 | 434,262 | 1,126,169 | 596,045 | 173,705 | 6,900 | 2,337,081 |

  45. SUMMARY COMPENSATION TABLE

    (1) Reflects the grant date fair value for stock and option awards granted in 2023, 2024 and 2025, calculated in accordance with FASB ASC Topic 718, Compensation - Stock Compensation, (“Topic 718”). The assumptions used to calculate the value of stock and option awards are set forth under Note 11 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026. With respect to the PSU awards included in the Summary Compensation Table, these amounts include the grant date fair value of such PSUs granted to each of the named executive officers based on the estimated probable outcome of the performance-based objectives applicable to such awards on the grant date. With respect to the PSUs granted in 2025, the number of PSUs that are eligible to vest will be determined based on the measurement of two equally weighted metrics, the level of projected 2029 revenue derived from acquired assets over a two year period ending December 31, 2026 and the projected adjusted EPS achieved through December 31, 2027. The grant date fair value of the PSUs granted during 2025 included in this column was calculated based on the probable achievement of the performance goals as determined at the date of grant, which was determined to be the target level of performance. The full grant date fair value of the PSUs awarded to our named executive officers during fiscal year 2025, assuming maximum achievement of the applicable performance objectives, was $6,112,007 for Mr. Davis, $2,139,226 for Mr. Espinoza and $1,833,556 for Mr. Reardon. (2) Represents performance bonus awards under the management bonus plan earned in 2025, 2024 and 2023, but paid in the subsequent year. (3) Represents life insurance premiums paid by us for each year represented in the table, as follows: $7,620 in 2025 and $3,960 in 2024 and 2023 for Mr. Davis, $2,580 in 2025 and $1,380 in 2024 and 2023 for Mr. Espinoza, and $1,380 in 2025 and 2024 and $900 in 2023 for Mr. Reardon. The amount also includes 401(k) matching funds paid by us for the named executive officers, as follows: $13,962 in 2025 and $6,000 in 2024 and 2023 for Mr. Davis, $12,363 in 2025 and $6,000 in 2024 and 2023 for Mr. Espinoza, and $11,911 in 2025 and $6,000 in 2024 and 2023 for Mr. Reardon.

  46. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025

    GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025 The following table summarizes plan-based awards granted to our named executive officers during fiscal year 2025:

  47. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025

    | Name | Grant Date | Date of Board Action approving Award | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | All Other Option Awards: Number of Securities Underlying Options (#)(4) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | | Target (#) | | Maximum (#) | | | | | | | | | | | Todd C. Davis | | | | | | | | | | | | | | | | | | | | | | 02/12/25 | 02/12/25 | — | 509,600 | — | | — | | — | | — | | — | | — | | — | | — | | | 03/04/25 | 03/04/25 | — | — | — | | — | | 26,514 | | 53,028 | | — | | — | | — | | 3,056,004 | | | 03/04/25 | 03/04/25 | — | — | — | | — | | — | | — | | 21,382 | | — | | — | | 2,464,489 | | | 03/04/25 | 03/04/25 | — | — | — | | — | | — | | — | | — | | 93,476 | | 115.26 | | 4,441,120 | | Tavo Espinoza | | | | | | | | | | | | | | | | | | | | | | 02/12/25 | 02/12/25 | — | 238,500 | — | | — | | — | | — | | — | | — | | — | | — | | | 03/04/25 | 03/04/25 | — | — | — | | — | | 9,280 | | 18,560 | | — | | — | | — | | 1,069,613 | | | 03/04/25 | 03/04/25 | — | — | — | | — | | — | | — | | 7,484 | | — | | — | | 862,606 | | | 03/04/25 | 03/04/25 | — | — | — | | — | | — | | — | | — | | 32,717 | | 115.26 | | 1,554,411 | | Andrew Reardon | | | | | | | | | | | | | | | | | | | | | | 02/12/25 | 02/12/25 | — | 192,000 | — | | — | | — | | — | | — | | — | | — | | — | | | 03/04/25 | 03/04/25 | — | — | — | | — | | 7,954 | | 15,908 | | — | | — | | — | | 916,778 | | | 03/04/25 | 03/04/25 | — | — | — | | — | | — | | — | | 6,415 | | — | | — | | 739,393 | | | 03/04/25 | 03/04/25 | — | — | — | | — | | — | | — | | — | | 28,043 | | 115.26 | | 1,332,345 |

  48. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025

    (1) Represents the target cash bonus awards granted under our annual performance bonus program. Actual bonus amounts paid are reflected in the Summary Compensation Table above. (2) The PSUs are eligible to vest based on objectives related to our projected revenue derived from assets acquired between January 1, 2025 and December 31, 2026 and the projected adjusted EPS ending December 31, 2027, with each such objective equally weighted (and a possible performance multiplier of 200% for “maximum” performance relative to each objective). Threshold performance levels, below which no vesting will be awarded, were also established for each performance objective. For a description of the change in control provisions applicable to the foregoing equity awards, see “Severance and Change in Control Arrangements” above. (3) The RSU awards granted to the named executive officers vest in equal installments over a three year period on each of February 15, 2026, 2027 and 2028. For a description of the change in control provisions applicable to the foregoing equity awards, see “Severance and Change in Control Arrangements” above. (4) Each option grant to the named executive officers vests 12.5% on September 4, 2025 and the remainder in 42 equal monthly installments. For a description of the change in control provisions applicable to the foregoing equity awards, see “Severance and Change in Control Arrangements” above. (5) Represents the fair value of the stock option or stock award at the time of grant as determined in accordance with the provisions of Topic 718. The assumptions used to calculate the value of stock and option awards are set forth under Note 11 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026. With respect to awards, the vesting of which is performance-based, the grant date fair value is based on the estimated probable outcome of the performance objectives applicable to such awards on the grant date. See additional disclosure in footnote (1) under the “Summary Compensation Table” above.

  49. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information on all stock and option awards held by our named executive officers as of December 31, 2025. All outstanding equity awards are in shares of our common stock.

  50. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Expiration Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Unit or Other Rights That Have Not Vested (#) | Equity incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Todd C. Davis | 99,000 | 33,000 | — | 69.70 | 12/4/2032 | — | — | — | — | | | 1,561 | 520 | — | 67.03 | 12/21/2032 | — | — | — | — | | | 32,710 | 13,468 | — | 75.09 | 2/22/2033 | — | — | — | — | | | 60,373 | 71,350 | — | 89.20 | 2/26/2034 | — | — | — | — | | | 17,527 | 75,949 | — | 115.26 | 3/4/2035 | — | — | — | — | | | — | — | — | — | — | 48,674(4) | 9,202,793 | — | — | | | — | — | — | — | — | — | — | 26,514(5) | 5,013,002 | | | — | — | — | — | — | — | — | 39,644(6) | 7,495,491 | | | — | — | — | — | — | — | — | 10,391(7) | 1,964,626 | | Tavo Espinoza | 466 | — | — | 80.72 | 8/1/2026 | — | — | — | — | | | 1,607 | — | — | 58.49 | 2/24/2027 | — | — | — | — | | | 2,405 | — | — | 92.65 | 3/1/2028 | — | — | — | — | | | 2,074 | — | — | 70.04 | 1/31/2029 | — | — | — | — | | | 3,348 | — | — | 68.74 | 2/10/2029 | — | — | — | — | | | 2,869 | — | — | 55.75 | 2/12/2030 | — | — | — | — | | | 7,171 | — | — | 57.22 | 10/1/2030 | — | — | — | — | | | 4,186 | — | — | 103.42 | 2/3/2031 | — | — | — | — | | | 16,179 | 972 | — | 52.84 | 5/4/2032 | — | — | — | — | | | 13,171 | 5,000 | — | 63.62 | 12/12/2032 | — | — | — | — | | | 4,965 | 1,655 | — | 67.03 | 12/21/2032 | — | — | — | — | | | 11,630 | 4,789 | — | 75.09 | 2/22/2033 | — | — | — | — | | | 13,416 | 15,856 | — | 89.20 | 2/26/2034 | | | | | | | 6,135 | 26,582 | — | 115.26 | 3/4/2035 | — | — | — | — | | | — | — | — | — | — | 14,304(8) | 2,704,457 | — | — | | | — | — | — | — | — | — | — | 9,280(5) | 1,754,570 | | | — | — | — | — | — | — | — | 8,810(6) | 1,665,707 | | | — | — | — | — | — | — | — | 3,695(7) | 698,614 | | Andrew Reardon | 47,293 | 12,151 | — | 52.27 | 7/31/2032 | — | — | — | — | | | 10,904 | 4,489 | — | 75.09 | 2/22/2033 | — | — | — | — | | | 13,416 | 15,856 | — | 89.20 | 2/26/2034 | | | | | | | 5,259 | 22,784 | — | 115.26 | 3/4/2035 | — | — | — | — | | | — | — | — | — | — | 13,109(9) | 2,478,519 | — | — | | | — | — | — | — | — | — | — | 7,954(5) | 1,503,863 | | | — | — | — | — | — | — | — | 8,810(6) | 1,665,707 | | | — | — | — | — | — | — | — | 3,464(7) | 654,938 |

  51. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Each option grant to the named executive officers has a ten year term from the date of grant. Except as described below, each option vests 12.5% after six months from grant and the remainder in 42 equal monthly installments. For a description of the change in control provisions applicable to the stock option awards, see “Severance and Change in Control Arrangements” above. (2) The RSU awards granted to the named executive officers vest over a three year period in equal installments on February 15 of the first three calendar years following the year in which the date of grant occurs. For a description of the change in control provisions applicable to the stock awards, see “Severance and Change in Control Arrangements” above. (3) Computed by multiplying the closing market price of our common stock on December 31, 2025, the last trading day of 2025, of $189.07, by the number of shares of common stock subject to such award. (4) This balance represents the remaining unvested RSUs from the following RSU grants to Mr. Davis: 5,668 unvested RSUs granted on February 23, 2023, 21,624 unvested RSUs granted on February 27, 2024, and 21,382 unvested RSUs granted on March 4, 2025. For a description of the change in control provisions applicable to the stock awards, see “Severance and Change in Control Arrangements” above. (5) Represents the “target” number of PSUs granted to the named executive officer in 2025. The PSUs granted in 2025 are eligible to vest based on objectives related to projected revenue derived from assets acquired between January 1, 2025 and December 31, 2026 and the projected adjusted EPS achieved on December 31, 2027, with each such objective equally weighted (and a possible performance multiplier of 200% for “maximum” performance relative to each objective). Threshold performance levels, below which no vesting will be awarded, were also established for each performance objective. The “target” number of 2025 PSUs granted to the named executive officers that remain eligible to vest are as follows: Mr. Davis, 26,514 shares, Mr. Espinoza, 9,280 shares, and Mr. Reardon, 7,954 shares. For a description of the change in control provisions applicable to the foregoing equity awards, see “Severance and Change in Control Arrangements” above. (6) Represents the “target” number of PSUs granted to the named executive officer in 2024. The PSUs granted in 2024 are eligible to vest based on objectives related to projected revenue derived from assets acquired between January 1, 2024 and December 31, 2025 and the compound annual growth rate of Adjusted EPS between January 1, 2024 and ending December 31, 2026, with each such objective equally weighted (and a possible performance multiplier of 200% for “maximum” performance relative to each objective). Threshold performance levels, below which no vesting will be awarded, were also established for each performance objective. The “target” number of 2024 PSUs granted to the named executive officers that remain eligible to vest are as follows: Mr. Davis, 39,644 shares, Mr. Espinoza, 8,810 shares, and Mr. Reardon, 8,810 shares. For a description of the change in control provisions applicable to the foregoing equity awards, see “Severance and Change in Control Arrangements” above. (7) Represents the “target” number of PSUs granted to the named executive officer in 2023. The PSUs granted in 2023 are eligible to vest based on the achievement of TSR relative to the NASDAQ Biotechnology Index for three year performance period commencing January 1, 2023 and ending December 31, 2025 (and a possible performance multiplier of 200% for “maximum” performance), and the number of new programs for the two year performance period commencing January 1, 2023 and ending December 31, 2024. Threshold performance levels, below which no vesting will be awarded, were also established for each performance objective. The “target” number of 2023 PSUs granted to the named executive officers that remain eligible to vest are as follows: Mr. Davis, 10,391 shares, Mr. Espinoza, 3,695 shares, and Mr. Reardon, 3,464 shares. For a description of the change in control provisions applicable to the foregoing equity awards, see “Severance and Change in Control Arrangements” above. (8) This balance represents the remaining unvested RSUs from the following RSU grants to Mr. Espinoza: 2,015 unvested RSUs granted on February 23, 2023, 4,805 unvested RSUs granted on February 27, 2024, and 7,484 unvested RSUs granted on March 4, 2025. For a description of the change in control provisions applicable to the stock awards, see “Severance and Change in Control Arrangements” above. (9) This balance represents the remaining unvested RSUs from the following RSU grants to Mr. Reardon: 1,889 unvested RSUs granted on February 23, 2023, 4,805 unvested RSUs granted on February 27, 2024, and 6,415 unvested RSUs granted on March 4, 2025. For a description of the change in control provisions applicable to the stock awards, see “Severance and Change in Control Arrangements” above.

  52. OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2025

    OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2025 The following table provides information on stock option exercises and stock vesting in fiscal year 2025 by our named executive officers.

  53. OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2025

    | | Option Awards | | Stock Awards | | | Name | No. of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Todd C. Davis | — | — | 37,264 | 4,471,680 | | Tavo Espinoza | 2,381 | 294,394 | 22,442 | 2,930,853 | | Andrew Reardon | — | — | 19,508 | 2,426,902 |

  54. OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2025

    (1) Computed by multiplying the (a) the closing market price of our common stock on the exercise date, less the option exercise price per share, multiplied by (b) the number of shares acquired upon exercise of the option. (2) Computed by multiplying the closing market price of our common stock on the vesting date by the number of RSUs or PSUs subject to such award vesting on the applicable vesting date.

  55. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table summarizes potential change in control and severance payments to each named executive officer as of December 31, 2025. The three right-hand columns describe the payments that would apply in three different potential scenarios—a termination without cause prior to a change in control or more than 24 months following a change in control (Mr. Davis would also be entitled to such benefits if he resigned for good reason at such times); a change in control without a termination of employment; or a termination of employment as a result of the named executive officer’s resignation for good reason or termination of employment by us other than for cause, in each case within 24 months following a change in control. The table assumes that the termination or change in control occurred on December 31, 2025. For purposes of estimating the value of accelerated equity awards to be received in the event of a termination of employment or change in control, we have assumed a price per share of our common stock of $189.07, which represents the closing market price of our common stock as reported on the Nasdaq Global Market on December 31, 2025, the last trading day of 2025. All cash severance benefits will be paid in a lump sum. For a description of the severance and other benefits payable in connection with these termination events, see “Compensation Discussion and Analysis - Severance and Change in Control Arrangements”.

  56. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Benefit | Termination Without Cause; No Change of Control ($) | Change of Control; No Termination ($)(1) | Termination Without Cause or Resignation for Good Reason within 24 Months Following a Change of Control ($)(2) | | Todd C. Davis | Salary | $1,092,000 | $— | $1,456,000 | | | Bonus | — | — | 1,528,800 | | | Option acceleration | 18,269,274 | — | 18,269,274 | | | Stock Award acceleration | 23,675,913 | — | 23,675,913 | | | Benefits continuation | 73,729 | — | 73,729 | | | Total value: | 43,110,916 | — | 45,003,716 | | Tavo Espinoza | Salary | 190,256 | — | 530,000 | | | Bonus | — | — | 238,500 | | | Option acceleration | — | — | 5,053,048 | | | Stock Award acceleration | — | — | 6,823,347 | | | Benefits continuation | 20,480 | — | 73,729 | | | Total value: | 210,736 | — | 12,718,624 | | Andrew Reardon | Salary | 107,692 | — | 480,000 | | | Bonus | — | — | 192,000 | | | Option acceleration | — | — | 5,439,139 | | | Stock Award acceleration | — | — | 6,303,027 | | | Benefits continuation | 7,215 | — | 43,289 | | | Total value: | 114,907 | — | 12,457,455 |

  57. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) The 2002 Plan and the Inducement Plan provide that equity awards will vest in the event of a change in control and the equity awards are not assumed or replaced by a successor. This disclosure assumes that the successor will assume or replace the outstanding equity awards under the 2002 Plan and the Inducement Plan in the event of a change in control. (2) The severance agreement with Mr. Davis and the change in control severance agreements with our other named executive officers provide that all of a named executive officer’s outstanding stock awards will vest in the event of an involuntary termination following a change in control. In addition, the severance agreement with Mr. Davis provides that all of his outstanding stock awards the vesting of which is time-based will vest upon an involuntary termination at any time, and any performance-based awards will be governed by the terms of the applicable award agreements. The agreements governing our PSUs provide for accelerated vesting of such PSUs in connection with a change in control, as described above under “Severance and Change in Control Arrangements.” For purposes of calculating the values in the table above, PSUs are included at “target” performance levels.

  58. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our median compensated employee to the total annual compensation of Todd C. Davis, our Chief Executive Officer: •Total annual compensation of our Chief Executive Officer, Mr. Davis, in 2025 was $11,472,095, as further described below. The total compensation for the median employee, other than our Chief Executive Officer, was $403,453. The total compensation for the median employee was calculated according to the requirements of the Summary Compensation Table. •The ratio of our Chief Executive Officer’s annualized compensation (as determined below) to the compensation of the median employee for 2025 was 28 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We had 46 active employees as of December 31, 2025. To identify the median of the annual total compensation of our employees as of December 31, 2025, we compared the sum of each employee’s base salary, 2025 bonus, the grant date fair value of equity awards granted during 2025 (determined in accordance with Topic 718) and 401(k) matching contributions for 2025. This compensation measure was consistently applied to all of our employees included in this calculation.

  59. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, the following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025, and our financial performance for each such fiscal year:

  60. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO Todd C. Davis ($) | Summary Compensation Table Total for PEO John L. Higgins ($) | Compensation Actually Paid to PEO Todd C. Davis ($)(1) | Compensation Actually Paid for PEO John L. Higgins ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($)(4) | Net Income (Loss) ($ thousands) | Revenue ($ thousands)(5) | | 2025 | 11,472,095 | — | 43,774,333 | — | 4,074,316 | 13,202,069 | 279.02 | 124.75 | 124,453 | 268,087 | | 2024 | 12,914,980 | — | 21,709,965 | — | 6,578,393 | 6,211,312 | 158.15 | 93.49 | (4,032) | 167,133 | | 2023 | 6,216,518 | — | 5,060,695 | — | 2,788,000 | 2,366,969 | 105.43 | 94.03 | 52,154 | 131,314 | | 2022 | 5,195,169 | 16,764,990 | 4,977,510 | 12,243,958 | 3,852,731 | 2,922,612 | 98.62 | 89.90 | (33,361) | 196,245 | | 2021 | — | 9,587,211 | — | 15,958,534 | 4,996,210 | 7,722,154 | 155.21 | 100.02 | 57,138 | 241,544 |

  61. PAY VERSUS PERFORMANCE DISCLOSURE

    (1) John L. Higgins was the first PEO in 2021 and 2022 and Todd C. Davis was the second PEO from 2022 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below:

  62. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Non-PEO NEOs | | 2025 | Tavo Espinoza, and Andrew Reardon | | 2024 | Matthew Korenberg, Tavo Espinoza, and Andrew Reardon | | 2023 | Matthew Korenberg, Tavo Espinoza, and Andrew Reardon | | 2022 | Matthew Korenberg, Tavo Espinoza, Andrew Reardon, Matthew W. Foehr, and Charles S. Berkman | | 2021 | Matthew Korenberg, Matthew W. Foehr, and Charles S. Berkman |

  63. PAY VERSUS PERFORMANCE DISCLOSURE

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  64. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Todd C. Davis ($) | Exclusion of Stock Awards and Option Awards for Todd C. Davis ($) | Inclusion of Equity Values for Todd C. Davis ($) | Compensation Actually Paid to Todd C. Davis ($) | | 2025 | 11,472,095 | (9,961,612) | 42,263,850 | 43,774,333 |

  65. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | 4,074,316 | (3,237,573) | 12,365,326 | 13,202,069 |

  66. PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  67. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Todd C. Davis ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Todd C. Davis ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Todd C. Davis ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Todd C. Davis ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Todd C. Davis ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Todd C. Davis ($) | Total - Inclusion of Equity Values for Todd C. Davis ($) | | 2025 | 16,158,784 | 22,637,848 | 1,259,893 | 2,207,325 | — | — | 42,263,850 |

  68. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 5,252,797 | 5,627,875 | 409,518 | 1,075,136 | — | — | 12,365,326 |

  69. PAY VERSUS PERFORMANCE DISCLOSURE

    (4) The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively, assuming all dividends are reinvested. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025.

  70. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the Peer Group TSR over the same period.

  71. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

  72. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our revenue during the five most recently completed fiscal years.